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|4/AFeb 12, 7:14 PM ET

CHENG ELAINE 4/A

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Shenandoah (SHEN) SVP Elaine Cheng Receives Award; Shares Withheld

What Happened
Elaine Cheng, Senior Vice President & Chief Information Officer of Shenandoah Telecommunications (SHEN), reported vesting of equity awards on Feb 2, 2026. The filing shows 6,262 shares acquired as awards (vesting). The report also lists disposals of 3,562 shares at $0.00 and 3,480 shares withheld to satisfy tax obligations at $11.87 per share, yielding $41,308 in value. This Form 4/A amends a prior Form 4 to correct a clerical error in the number of shares reported as vesting.

Key Details

  • Transaction date: February 2, 2026 (Form 4/A filed February 12, 2026; prior Form 4 filed February 5, 2026). This filing is an amendment to correct the reported vesting amount.
  • Acquired: 6,262 shares (award/vesting) reported with $0.00 per-share purchase price (award).
  • Disposed: 3,562 shares reported at $0.00 (no cash proceeds shown).
  • Tax withholding: 3,480 shares withheld to cover tax liability at $11.87 per share = $41,308 (coded F).
  • Shares owned after transaction: Not specified in the supplied filing excerpt.
  • Footnotes: F1 = performance-based RSUs (TSR vs. peers in NASDAQ Telecom Index). F2 = Strategic Retention PSUs (measured by FTTH passings, capex per incremental passings, and Adjusted EBITDA for the 3-year period ending Dec 31, 2025). F3 = amendment to correct an immaterial clerical error in previously reported vesting.

Context

  • The core event is vesting of performance-based and retention share units; the withholding of shares to cover taxes is a common administrative result of vesting (net settlement/cashless withholding) and does not represent an open-market sale.
  • The awards’ performance conditions were tied to relative total shareholder return and operational/financial targets (FTTH expansion, capex efficiency, and Adjusted EBITDA) over the multi-year performance period noted in the footnotes.
  • This is an amended filing to correct the reported amount of shares vesting; investors should treat these entries as administrative vesting and tax withholding rather than a directional buy/sell signal.