CHENG ELAINE 4

What Happened

• Elaine Cheng, SVP & Chief Information Officer of Shenandoah Telecommunications (SHEN), had performance- and retention-based restricted stock units vest on Feb 2, 2026. The filing shows 6,262 shares were acquired as awards. To satisfy tax obligations and related settlements, the filing also shows dispositions of 3,573 shares at $0.00 and 3,480 shares surrendered to cover tax liability at $11.87 each, totaling $41,308.
• These transactions are award vestings (not open-market buys or voluntary sales). Receiving vested shares is neutral/administrative rather than a directional buy or sell signal; the surrenders reflect tax withholding/settlement.

Key Details

• Transaction date: 2026-02-02; Form 4 filed: 2026-02-05 (appears to be filed after the typical two-business-day Form 4 window).
• Shares acquired: 6,262 (award/vesting). Shares disposed: 3,573 (reported at $0.00) and 3,480 surrendered for tax liability at $11.87/share (total $41,308).
• Shares owned after transaction: Not reported in this filing.
• Footnotes: F1 = vesting of performance-based RSUs granted Feb 22, 2023, measured by relative TSR vs. NASDAQ Telecom Index peers (certain market-cap range). F2 = vesting of Strategic Retention Performance Share Units granted Feb 22, 2023, measured by FTTH passings, capex per incremental passings, and Adjusted EBITDA over the three years ending Dec 31, 2025.
• Transaction codes: A = Award/Acquisition; F = Payment of tax liability/withholding. The $41,308 amount represents shares surrendered to satisfy tax liability.

Context

• These were vested equity awards (performance and retention PSUs/RSUs). The surrender of shares to cover taxes/share-withholding (reported as F) is a common administrative step following vesting and does not necessarily indicate a change in the insider’s market view.
• For retail investors, award vesting shows management is receiving equity tied to company performance; the reported metrics (TSR vs. peers and FTTH/capex/Adjusted EBITDA goals) indicate the performance criteria used for these specific awards.