MASON RICHARD W JR 4

What Happened
Richard W. Mason Jr, Senior VP of Engineering & Operations at Shenandoah Telecommunications Co. (SHEN), received two vested awards on Feb 2, 2026: 6,340 shares and 4,824 shares (total 11,164 shares). The Form 4 reports these as acquisitions via award (code A) at $0.00 per share (standard for vesting grants; no open-market purchase or sale).

Key Details

• Transaction date: February 2, 2026. Reported in Form 4 filed February 5, 2026.
• Price reported: $0.00 per share (vesting of awards). Total shares acquired: 11,164.
• Shares owned after transaction: Not disclosed in this Form 4.
• Footnotes:
  • F1: 6,340 shares represent vesting of performance-based RSUs (measured by Shenandoah’s relative total shareholder return vs. a NASDAQ Telecom Index peer group).
  • F2: 4,824 shares represent vesting of Strategic Retention Performance Share Units (performance measured by FTTH passings, capex per incremental passings, and Adjusted EBITDA for the three-year period ending Dec 31, 2025).
• Filing timeliness: Form 4 was filed Feb 5, 2026 (three calendar days after the Feb 2 transaction), which appears late relative to the SEC’s two-business-day Form 4 filing rule.

Context
These were vesting events for previously granted long-term incentive awards (performance and retention PSUs/RSUs), not open-market purchases or sales. Vesting awards are compensation realizations and don’t necessarily signal an insider’s buying or selling intent. The awards’ payout was tied to multi-year performance metrics (TSR vs. peers and operational/financial targets).