McKay Edward H 4/A
4/A · SHENANDOAH TELECOMMUNICATIONS CO/VA/ · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Shenandoah CEO Edward McKay Receives Award; 7,228 Shares Withheld
What Happened
- Edward H. McKay, President & CEO of Shenandoah Telecommunications Co. (SHEN), received two awards that vested on Feb 2, 2026: 12,204 shares (performance-based RSUs) and 10,007 shares (Strategic Retention PSUs), both reported as acquired at $0.00. To cover related tax liabilities, 7,228 shares were surrendered/withheld (reported as disposed) at $11.87 per share for a value of $85,796.
Key Details
- Transaction dates: Vesting and withholding occurred on 2026-02-02; this filing is an amendment (Form 4/A) filed 2026-02-17. The original Form 4 was filed 2026-02-05 and was later amended (see notes).
- Prices and values: Acquired awards reported at $0.00 (vesting). Tax withholding: 7,228 shares × $11.87 = $85,796.
- Shares owned after transaction: Not specified in the provided filing excerpt.
- Footnotes:
- Vesting reflects (1) performance-based RSUs measured by relative total shareholder return vs. a Nasdaq Telecom Index peer group (grants dated Feb 22, 2023) and (2) Strategic Retention PSUs measured on fiber passings, capex per incremental passings, and adjusted EBITDA over the three-year period ending Dec 31, 2025.
- This Form 4/A corrects prior clerical errors in earlier filings (original Form 4 filed Feb 5; amended Feb 12 and Feb 17).
- Transaction codes: "A" = award/grant; "F" = payment of exercise price or tax liability (shares withheld).
Context
- The acquisitions were vesting of performance-based equity — not open-market purchases. The 7,228-share disposition is a tax-withholding transaction (common when restricted shares vest) rather than a typical sale for cash proceeds.
- The filing has been amended to correct clerical items; the original Form 4 was filed one business day after the Feb 2 transaction (noted in the filing corrections).
Insider Transaction Report
Form 4/AAmended
McKay Edward H
President & CEO
Transactions
- Award
Common Stock
[F1]2026-02-02+12,204→ 114,381 total - Award
Common Stock
[F2][F3][F4]2026-02-02+10,007→ 124,388 total - Tax Payment
Common Stock
[F3]2026-02-02$11.87/sh−7,228$85,796→ 117,160 total
Footnotes (4)
- [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.
- [F4]Form 4/A filed on February 12, 2026 is being amended to correct a minor clerical error (the transaction code in Column 4 of Table 1 should be reported as "A"). The original Form 4 was filed on February 5, 2026.
Signature
Edward H McKay|2026-02-17