{"url_path":"/sec/shen/8-k/2026-06-08/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-08","source_url":"https://www.sec.gov/Archives/edgar/data/354963/0001171843-26-003962-index.html","accession_number":"0001171843-26-003962","cik":"0000354963","ticker":"SHEN","issuer_name":"SHENANDOAH TELECOMMUNICATIONS CO/VA/","edgar_url":"https://www.sec.gov/Archives/edgar/data/354963/0001171843-26-003962-index.html","primary_entity_key":"0000354963","primary_entity_name":"SHENANDOAH TELECOMMUNICATIONS CO/VA/"},"word_count":530,"has_tables":true,"body_markdown":"**Item 5.02.**\n**Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n** **\n\n**Resignation of James F. DiMola**\n\n \n\nOn June 4, 2026, James F. DiMola, a member of the Board\nof Directors (the “Board”) of Shenandoah Telecommunications Company (the “Company”), informed the Company of his\ndecision to resign from the Board, effective as of June 8, 2026. His decision to resign is not the result of any disagreement with the\nCompany on any matter relating to the Company’s operations, policies or practices.\n\n \n\nMr. DiMola was appointed to the Board as the Investor\nDirector (as defined in the Investor Rights Agreement) pursuant to the Investor Rights Agreement, dated April 1, 2024 (the “Investor\nRights Agreement”), between the Company and LIF Vista, LLC (the “Investor”), an affiliate of GCM Grosvenor Inc. (“GCM\nGrosvenor”). The material terms of the Investor Rights Agreement were disclosed in the Company’s Current Report on Form 8-K,\nfiled with the SEC on April 1, 2024 (the “Horizon Closing Form 8-K”), which also attached a copy of the Investor Rights Agreement\nas Exhibit 10.2. As further described below, the Investor Rights Agreement also provides that in the event of the resignation of the Investor\nDirector as a member of the Board, the Investor may designate a replacement to fill such vacancy and the Board shall appoint such replacement\nto the Board. Such description in the Horizon Closing Form 8-K and the copy of the Investor Rights Agreement attached thereto are incorporated\nby reference herein.\n\n \n\n**Election of Matthew D. Rinklin**\n\n \n\nEffective\nJune 8, 2026, pursuant to the Investor Rights Agreement as described above, the Board elected Matthew D. Rinklin to fill the Investor\nDirector vacancy created by Mr. DiMola’s resignation. In accordance with the terms of the Investor Rights Agreement, Mr. Rinklin\nwas recommended to the Board by the Investor. Mr. Rinklin has served as Managing Director at GCM Grosvenor L.P., a registered investment\nadviser and affiliate of the Investor and GCM Grosvenor, since June of 2018. The Board has unanimously approved Mr. Rinklin for appointment.\nMr. Rinklin will serve as a Class 3 director for an initial term expiring at the Company’s annual meeting of shareholders in 2027,\nor until his successor has been duly elected and qualified or until his earlier death, resignation, or removal from office. The Board\nappointed Mr. Rinklin to serve on the Company’s Nominating and Corporate Governance Committee.\n\n \n\nOther than as set forth in\nthe Investor Rights Agreement, there are no arrangements or understandings between Mr. Rinklin and the Company required to be disclosed\npursuant to Item 404(a) of Regulation S-K.\n\n \n\nMr. Rinklin will also receive\ncompensation for his service on the Board in accordance with the Company’s standard policies, as described under “Director\nCompensation” in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission\non March 9, 2026.\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**SIGNATURES**\n\n** **\n\nPursuant to the requirements of the Securities Exchange Act of 1934, the\nregistrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.\n\n \n\n \n\n \nSHENANDOAH TELECOMMUNICATIONS COMPANY\n\n \n \n\nDated: June 8, 2026\n/s/ James J. Volk\n\n \nJames J. Volk\n\n \nSenior Vice President - Chief Financial Officer"}