TORMEY HEATHER K 4/A
4/A · SHENANDOAH TELECOMMUNICATIONS CO/VA/ · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
Shenandoah Telecom (SHEN) VP Heather Tormey Receives Award; Shares Withheld
What Happened
Heather K. Tormey, VP & Chief HRO of Shenandoah Telecommunications Co. (SHEN), had performance- and retention-based restricted stock units vest on Feb 2, 2026. Two awards totaling 5,604 shares vested (4,793 shares and 811 shares; awarded at $0.00 per share). To satisfy tax withholding, 1,983 of the vested shares were disposed/withheld at $11.87 each, representing proceeds of $23,538.
Key Details
- Transaction date: 2026-02-02 (reported via Form 4/A filed 2026-02-12; this is an amended filing to correct a clerical error).
- Awards: 4,793 shares (A) and 811 shares (A) granted/vested at $0.00 (total vested = 5,604).
- Tax/payment withholding: 1,983 shares (F) disposed at $11.87 each for $23,538 to satisfy tax liability.
- Shares owned after the transaction: not disclosed in the provided filing.
- Footnotes:
- F1 — Vesting of performance-based RSUs granted Feb 22, 2023; performance measured by relative TSR vs. NASDAQ Telecom Index peers.
- 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 3-year period ending Dec 31, 2025.
- F3 — This Form 4/A corrects an immaterial clerical error in the Feb 5, 2026 Form 4; no other changes.
Context
- These were vesting awards (not open-market purchases or option exercises). The disposal of 1,983 shares reflects withholding to cover tax obligations rather than a discretionary sale.
- Awards tied to multi-year performance metrics mean the shares reflect achievement of pre-set goals; such vestings are routine compensation events for insiders and do not, by themselves, indicate a personal market view.
Insider Transaction Report
Form 4/AAmended
TORMEY HEATHER K
VP Chief HRO
Transactions
- Award
Common Stock
[F1]2026-02-02+4,793→ 20,492 total - Award
Common Stock
[F2][F3]2026-02-02+811→ 21,303 total - Tax Payment
Common Stock
[F3]2026-02-02$11.87/sh−1,983$23,538→ 19,320 total
Footnotes (3)
- [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.
- [F3]This Form 4/A is being filed to correct an immaterial clerical error in the number of shares reported as vesting pursuant to Strategic Retention Performance Share Units in the Form 4 filed on February 5, 2026. No other changes have been made.
Signature
/s/ Christopher E French Attorney in Fact for Heather K Tormey|2026-02-12