Form 4: Energy Capital Partners Affiliates Boost Stake in Shenandoah Telecommunications

Affiliates of Energy Capital Partners, including ECP ControlCo, LLC, have increased their indirect beneficial ownership in Shenandoah Telecommunications Co. by acquiring 44,014 shares of common stock through open market purchases in early July 2025.

Summary

• ECP ControlCo, LLC and related Energy Capital Partners entities, identified as 10% owners and directors, reported purchases of Shenandoah Telecommunications Co. common stock.
• On July 7, 2025, 15,314 shares were acquired 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 were acquired at a weighted-average price of $14.6691 per share, with prices ranging from $14.40 to $14.81.
• These purchases were executed under a Rule 10b5-1 plan adopted by Hill City Holdings, LP on June 5, 2025.
• Following these transactions, the indirect beneficial ownership of common stock by the reporting persons through Hill City Holdings, LP increased to 2,758,385 shares.
• The reporting persons undertake to provide full information regarding the number of shares purchased at each separate price within the reported ranges upon request.

Sentiment

Score: 8

Explanation: The sentiment is positive due to significant insider purchases by a major shareholder and director group, indicating strong confidence in the company's valuation and future prospects. The use of a 10b5-1 plan adds to the systematic nature of the investment.

Positives

• Significant insider purchases by a 10% owner and director group, indicating confidence in the company's future prospects.
• Purchases were made pursuant to a pre-arranged Rule 10b5-1 plan, suggesting a systematic investment strategy rather than opportunistic timing.
• The increase in beneficial ownership strengthens the alignment of interests between the large shareholder group and other investors.

Future Outlook

No forward-looking statements or guidance are provided in this filing.

Management Comments

• The purchases reported herein were effected pursuant to a Rule 10b5-1 plan adopted by Hill City Holdings, LP ("Hill City") on June 5, 2025.
• The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
• Each such entity and individual disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein.

Industry Context

This filing indicates continued investment by a major shareholder in a telecommunications company, suggesting a belief in the sector's long-term value or the specific company's strategic direction within it.

Comparison to Industry Standards

• Insider purchases, especially by significant shareholders like 10% owners, are generally viewed positively across industries as they signal confidence from those with deep knowledge of the company.
• The use of a Rule 10b5-1 plan is a standard practice for insiders to buy or sell shares in a pre-arranged manner, mitigating concerns about trading on material non-public information.
• The specific share prices and volumes are relative to Shenandoah Telecommunications Co.'s market capitalization and trading volume, and without broader market data, direct comparisons to other telecom companies' insider activity are not possible from this document alone.

Related Party Transactions

• The purchases were made by Hill City Holdings, LP, which is indirectly controlled by ECP ControlCo, LLC and its related Energy Capital Partners entities, who are also 10% owners and have director representation on the issuer's board. This constitutes a transaction between related parties (a major shareholder/director group and the company's stock).

Stakeholder Impact

• Shareholders: Increased confidence due to insider buying, potentially signaling undervaluation or strong future performance.

Next Steps

• The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the reported ranges.

Key Dates

Recommendation

Keywords

SHEN, Shenandoah Telecommunications, ECP ControlCo, Energy Capital Partners, Insider Purchase, Form 4, Beneficial Ownership, Rule 10b5-1, Common Stock, Telecommunications, Investment