LESLIE DARA 4

What Happened
Leslie Dara, Senior Vice President of Sales & Marketing at Shenandoah Telecommunications Co. (SHEN), had performance- and retention-based restricted stock units (RSUs/PSUs) vest on Feb 2, 2026. Two awards totaling 7,259 shares were acquired (4,809 shares and 2,450 shares, reported as grants at $0.00). To satisfy tax withholding obligations, 2,528 shares were disposed/withheld at $11.87 per share, totaling $30,007. These withholdings are routine tax settlements and not open-market sales.

Key Details

• Transaction date: February 2, 2026; Form filed February 5, 2026 (appears one business day late vs. the typical two-business-day Form 4 deadline).
• Awards acquired: 4,809 shares and 2,450 shares (total 7,259 RSUs/PSUs) reported as acquisitions at $0.00.
• Shares withheld for taxes: 2,528 shares disposed at $11.87 each for $30,007.
• Shares owned after transaction: not specified in the filing.
• Transaction codes: A = Award/Grant; F = Payment of exercise price or tax liability (here, tax withholding).
• Footnotes:
  • F1: Vesting of performance-based RSUs granted Feb 22, 2023; performance measured by relative total shareholder return vs. NASDAQ Telecom peers.
  • F2: Vesting of Strategic Retention PSUs granted Feb 22, 2023; performance measured by FTTH passings, capex per incremental passing, and Adjusted EBITDA for the three-year period ending Dec 31, 2025.

Context
RSUs/PSUs are equity awards that convert into shares when vesting conditions are met; they are acquisitions for the insider but do not represent an open-market purchase. The withholding of shares to cover taxes is a common, administrative disposition and generally shouldn’t be read as a directional bet on the stock. The filing date suggests it was submitted one business day after the usual two-business-day Form 4 deadline.