TORMEY HEATHER K 4
4 · SHENANDOAH TELECOMMUNICATIONS CO/VA/ · Filed Feb 5, 2026
Research Summary
AI-generated summary of this filing
Shenandoah Telecom (SHEN) VP Heather Tormey Receives Award and Sells Shares
What Happened
Heather K. Tormey, Vice President & Chief HRO of Shenandoah Telecommunications Co. (SHEN), had performance- and retention-based restricted stock units vest on Feb 2, 2026, resulting in the acquisition of 4,793 and 813 shares (total 5,606) at $0.00 per share. To satisfy tax withholding related to the vesting, 1,983 shares were disposed at $11.87 each for proceeds of $23,538.
Key Details
- Transaction date: 2026-02-02 (filed with the SEC on 2026-02-05). The Feb 5 filing appears later than the typical two-business-day Form 4 deadline.
- Awards (acquisitions): 4,793 shares @ $0.00 and 813 shares @ $0.00 (vesting of RSUs/PSUs).
- Tax withholding (disposition): 1,983 shares @ $11.87 = $23,538 (coded F for tax withholding).
- Shares owned after the transaction: not specified in the Form 4 filing.
- Footnotes:
- F1: Vesting of performance-based RSUs (granted Feb 22, 2023); performance measured by relative total shareholder return vs. a NASDAQ Telecom Index peer group.
- F2: Vesting of Strategic Retention Performance Share Units (granted Feb 22, 2023); performance measured by FTTH passings, capex per incremental passings, and Adjusted EBITDA for the three-year period ending Dec 31, 2025.
Context
This was vesting of previously granted equity awards (not a market purchase). The 1,983-share disposition reflects routine tax withholding upon vesting (common practice) rather than an open-market sale for investment purposes. The awards were performance- and retention-based, so their final payout depended on multi-year metrics set at grant.
Insider Transaction Report
- Award
Common Stock
[F1]2026-02-02+4,793→ 20,492 total - Award
Common Stock
[F2]2026-02-02+813→ 21,305 total - Tax Payment
Common Stock
2026-02-02$11.87/sh−1,983$23,538→ 19,322 total
Footnotes (2)
- [F1]Represents vesting of performance-based Restricted Stock Units granted February 22, 2023. Performance for this award was measured on the Issuer's relative total return (TSR) compared to the TSR of a group of companies in the NASDAQ Telecom Index with a Market Cap between 100 million and 100 billion, above and below the Issuer's then current Market Cap.
- [F2]Represents the vesting Strategic Retention Performance Share Units granted February 22, 2023. Performance for this award was measured based on the number of Fiber-To-The-Home passings, capital expenditure per incremental passings, and Adjusted Earnings Before Interest Taxes, Depreciation and Amortization for the three-year period ending December 31, 2025.