[8-K] Telephone and Data Systems Inc. Reports Material Event

Rhea-AI Filing Summary

Nasdaq, Inc. (NDAQ) has filed Form 144 indicating a proposed insider sale. The notice covers 8,691 common shares, to be sold through Morgan Stanley Smith Barney’s Executive Financial Services desk. At the recent reference price, the aggregate market value is $812,243.48. The filer plans to execute the transaction on or about 25 July 2025 on the NASDAQ exchange.

• Shares to be sold derive from multiple restricted-stock and performance-share grants acquired between 1 July 2023 and 3 April 2025.
• Total Nasdaq shares outstanding: 573,795,242; the proposed sale therefore represents roughly 0.0015 % of the float—immaterial to the company’s capital structure.
• No prior sales were reported in the past three months, and the filer affirms lack of undisclosed adverse information.

The filing is a routine compliance disclosure rather than a capital-raising event and does not alter Nasdaq’s financial outlook.

Insights

Securities Analyst

TL;DR: Routine Form 144; 8.7k-share sale (~$812k) is negligible versus 574 M shares—no material impact expected.

The filing signals an insider’s intent to monetize equity awards, a normal occurrence for a large-cap issuer like Nasdaq. The <0.002 % stake being sold should not influence liquidity or valuation. No negative commentary or undisclosed issues are hinted; the standard representation of no material non-public information is included. Investors typically view such small sales as personal diversification rather than a bearish signal. Overall market impact: minimal.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 24, 2025

TELEPHONE AND DATA SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-14157

36-2669023

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602

(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (312) 630-1900

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Shares, $.01 par value

TDS

New York Stock Exchange

Depositary Shares each representing a 1/1000th interest in a share of 6.625% Series UU Cumulative Redeemable Perpetual Preferred Stock, $.01 par value

TDSPrU

New York Stock Exchange

Depositary Shares each representing a 1/1000th interest in a share of 6.000% Series VV Cumulative Redeemable Perpetual Preferred Stock, $.01 par value

TDSPrV

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 24, 2025, the board of directors (Board) of United States Cellular Corporation (UScellular), a subsidiary of Telephone and Data Systems, Inc. (TDS), appointed Douglas W. Chambers as interim President and Chief Executive Officer contingent and effective upon the closing of the transactions contemplated by that certain Securities Purchase Agreement by and among TDS, UScellular, T-Mobile US, Inc. and USCC Wireless Holdings, LLC dated as of May 24, 2024. Laurent C. Therivel will cease to be President and Chief Executive Officer of UScellular and will separate from UScellular if and when Mr. Chambers’ appointment becomes effective. Because UScellular is a principal business unit of TDS, Mr. Therivel is a named executive officer of TDS in connection to his role as UScellular’s President and Chief Executive Officer.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						TELEPHONE AND DATA SYSTEMS, INC.
Date:			July 25, 2025			By:			/s/ Vicki L. Villacrez
									Vicki L. Villacrez
									Executive Vice President and Chief Financial Officer

FAQ

How many NDAQ shares are being sold under this Form 144?

The filing covers 8,691 common shares of Nasdaq, Inc.

What is the estimated market value of the proposed NDAQ share sale?

The aggregate market value is $812,243.48 based on the referenced price in the filing.

When is the approximate sale date stated in the Form 144 for NDAQ?

The filer expects to execute the sale on or about 07/25/2025.

Which broker will handle the insider sale of NDAQ shares?

The shares will be sold through Morgan Stanley Smith Barney LLC, Executive Financial Services.

What percentage of Nasdaq’s total shares does the 8,691-share sale represent?

It represents roughly 0.0015 % of the company’s 573,795,242 shares outstanding.