Shentel - Shenandoah Telecommunications Co.

02/23/2026 | Press release | Distributed by Public on 02/23/2026 17:44

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GCM Grosvenor Inc.
2. Issuer Name and Ticker or Trading Symbol
SHENANDOAH TELECOMMUNICATIONS CO/VA/ [SHEN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
See Explanation of Responses
(Last) (First) (Middle)
900 NORTH MICHIGAN AVENUE, SUITE 1100
3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026
(Street)
CHICAGO, IL 60611
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock(1) 4,116,050 I By LIF Vista, LLC(2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit(1) (3) 02/19/2026 A 9,863 02/19/2027 02/19/2027 Common Stock 9,863 $ 0 9,863 I See footnote(4)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GCM Grosvenor Inc.
900 NORTH MICHIGAN AVENUE
SUITE 1100
CHICAGO, IL 60611
X See Explanation of Responses
LIF Vista, LLC
900 NORTH MICHIGAN AVENUE
SUITE 1100
CHICAGO, IL 60611
X See Explanation of Responses
Labor Impact Fund, L.P.
900 NORTH MICHIGAN AVENUE
SUITE 1100
CHICAGO, IL 60611
X See Explanation of Responses
LIF AIV 1, L.P.
900 NORTH MICHIGAN AVENUE
SUITE 1100
CHICAGO, IL 60611
X See Explanation of Responses
GCM Investments GP, LLC
900 NORTH MICHIGAN AVE
SUITE 1100
CHICAGO, IL 60611
X See Explanation of Responses
Grosvenor Capital Management Holdings, LLLP
900 NORTH MICHIGAN AVE
SUITE 1100
CHICAGO, IL 60611
X See Explanation of Responses
GCM Grosvenor Holdings, LLC
900 NORTH MICHIGAN AVENUE
SUITE 1100
CHICAGO, IL 60611
X See Explanation of Responses
GCM V, LLC
900 NORTH MICHIGAN AVENUE
SUITE 1100
CHICAGO, IL 60611
X See Explanation of Responses
Sacks Michael Jay
900 NORTH MICHIGAN AVENUE
SUITE 1100
CHICAGO, IL 60611
X See Explanation of Responses

Signatures

GCM Grosvenor Inc., By: /s/ Burke J. Montgomery, Authorized Signatory 02/23/2026
**Signature of Reporting Person Date
LIF Vista, LLC, By: /s/ Burke J. Montgomery, Authorized Signatory 02/23/2026
**Signature of Reporting Person Date
Labor Impact Fund, L.P., By: /s/ Burke J. Montgomery, Authorized Signatory 02/23/2026
**Signature of Reporting Person Date
LIF AIV 1, L.P., By: /s/ Burke J. Montgomery, Authorized Signatory 02/23/2026
**Signature of Reporting Person Date
GCM Investments GP, LLC, By: /s/ Burke J. Montgomery, Authorized Signatory 02/23/2026
**Signature of Reporting Person Date
Grosvenor Capital Management Holdings, LLLP, By: /s/ Burke J. Montgomery, Authorized Signatory 02/23/2026
**Signature of Reporting Person Date
GCM Grosvenor Holdings, LLC, By: /s/ Burke J. Montgomery, Authorized Signatory 02/23/2026
**Signature of Reporting Person Date
GCM V, LLC, By: /s/ Burke J. Montgomery, Authorized Signatory 02/23/2026
**Signature of Reporting Person Date
/s/ Michael J. Sacks 02/23/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This Form 4 is filed jointly by LIF Vista, LLC ("LIF Vista"), Labor Impact Fund, L.P. ("Labor Fund"), LIF AIV 1, L.P. ("LIF AIV"), GCM Investments GP, LLC ("GCM GP"), Grosvenor Capital Management Holdings, LLLP ("Grosvenor Capital Holdings"), GCM Grosvenor Holdings, LLC ("GCM Holdings"), GCM Grosvenor Inc. ("GCM Grosvenor"), GCM V, LLC ("GCM V") and Michael J. Sacks (collectively, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(2) Securities owned directly by LIF Vista. Labor Fund and LIF AIV, as the owners of all the outstanding membership interests of LIF Vista, may be deemed to beneficially own such securities. GCM GP, as the managing member of LIF Vista and the general partner of each of Labor Fund and LIF AIV, may be deemed to beneficially own such securities. Grosvenor Capital Holdings, as the sole member of GCM GP, may be deemed to beneficially own such securities. GCM Holdings, as the general partner of Grosvenor Capital Holdings, may be deemed to beneficially own such securities. GCM Grosvenor, as the sole member of GCM Holdings, may be deemed to beneficially own such securities. GCM V, as a shareholder of GCM Grosvenor, may be deemed to beneficially own such securities. Mr. Sacks, as the manager of GCM V, may be deemed to beneficially own such securities.
(3) Each restricted stock unit represents a contingent right to receive one share of common stock.
(4) Represents securities awarded to James DiMola in his capacity as a director of the Issuer. Mr. DiMola currently serves as LIF Vista's director designee on the Board of Directors of the Issuer. In connection with this arrangement, any equity-based securities awarded to Mr. DiMola in his capacity as a director of the Issuer will be held by Mr. DiMola on behalf of LIF Vista or its affiliates, transferred by Mr. DiMola to LIF Vista or its affiliates, and/or sold by Mr. DiMola, with the proceeds of such sale to be remitted to LIF Vista or its affiliates, in each case as directed by LIF Vista. Accordingly, LIF Vista and the other Reporting Persons may be deemed to have a pecuniary interest in these securities when awarded to Mr. DiMola for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

Remarks:
The Reporting Persons may be deemed to be directors by deputization for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, by virtue of the fact that James DiMola, a managing director of GCM Grosvenor L.P., an affiliate of the Reporting Persons, currently serves on the board of directors of the Issuer.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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