TORMEY HEATHER K 4

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.