Form 4: ECP Fiber Holdings Increases Stake in Shenandoah Telecommunications Through Open Market Purchases

ECP Fiber Holdings GP, LLC and related entities, a 10% owner of Shenandoah Telecommunications Co./VA/, significantly increased their beneficial ownership of common stock through two open market purchases in early July 2025.

Summary

• ECP Fiber Holdings GP, LLC, ECP Fiber Holdings, LP, Hill City Holdings GP, LLC, and Hill City Holdings, LP, all identified as 10% owners and potentially directors, reported acquiring additional common stock in Shenandoah Telecommunications Co./VA/ (SHEN).
• On July 7, 2025, 15,314 shares of common stock were purchased at a weighted-average price of $14.3972 per share, with prices ranging from $14.29 to $14.51.
• On July 8, 2025, an additional 28,700 shares of common stock were purchased at a weighted-average price of $14.6691 per share, with prices ranging from $14.40 to $14.81.
• These purchases were executed pursuant to a Rule 10b5-1 plan adopted by Hill City Holdings, LP on June 5, 2025.
• Following these transactions, the beneficial ownership of common stock by the reporting persons, held indirectly by Hill City Holdings, LP, increased to 2,758,385 shares.
• The complex ownership structure involves ECP ControlCo, LLC controlling Energy Capital Partners IV, LLC, which is the general partner of Energy Capital Partners GP IV, LP, which in turn is the general partner of several Energy Capital Partners funds that are members of Hill City Holdings GP, LLC, the general partner of Hill City Holdings, LP.

Sentiment

Score: 8

Explanation: The document reports significant insider purchases by a major shareholder, which is generally viewed as a strong positive signal of confidence in the company's valuation and future prospects. The execution under a 10b5-1 plan further reinforces a strategic, rather than opportunistic, investment.

Positives

• Significant insider buying by a 10% owner and related entities indicates strong confidence in the company's future prospects.
• The purchases were made under a Rule 10b5-1 plan, suggesting a pre-planned investment strategy rather than opportunistic trading, which can be viewed positively by investors.

Future Outlook

This filing is a report of past transactions and does not provide forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

This Form 4 filing reports specific insider transactions and does not provide broader industry context or trends. It reflects an investment decision by a significant shareholder within the telecommunications sector.

Corporate Governance

Related Party Transactions

• The reported purchases of Shenandoah Telecommunications common stock were made by Hill City Holdings, LP, whose general partner is Hill City Holdings GP, LLC. These entities are part of a broader network of Energy Capital Partners funds and entities, including ECP Fiber Holdings GP, LLC and ECP Fiber Holdings, LP, all of which are related parties through common control and investment structures. The transactions represent an increase in the collective beneficial ownership by these related investment vehicles.

Stakeholder Impact

• Shareholders: The increase in beneficial ownership by a significant institutional investor may be perceived as a positive signal, potentially boosting investor confidence and share price.
• Management: The purchases by a 10% owner could be seen as an endorsement of current management and strategic direction.

Key Dates

Keywords

Shenandoah Telecommunications, SHEN, ECP Fiber Holdings, Hill City Holdings, Insider Ownership, Form 4, Beneficial Ownership, Stock Purchase, 10b5-1 Plan, Equity Acquisition, Investment Funds