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

Rhea-AI Filing Summary

Telephone and Data Systems, Inc. (NYSE: TDS) filed an 8-K to disclose the departure of James W. Butman as President and CEO of subsidiary TDS Telecommunications LLC. Mr. Butman stepped down on June 9 2025 and will serve as a Senior Advisor until July 1 2025. A Transition Agreement grants him:

• $2.0 million lump-sum cash payment
• Title to his company vehicle
• Prorated 2025 target bonus of $343,710

The agreement imposes post-termination confidentiality, non-disparagement and cooperation covenants. No other operational or financial updates were provided, and the company attached the full agreement as Exhibit 10.1.

Positive

• Orderly transition: Retention as Senior Advisor until 1 July 2025 suggests knowledge transfer and reduced operational disruption.
• Protective covenants: Confidentiality and non-disparagement clauses safeguard corporate reputation and intellectual capital.

Negative

• Leadership uncertainty: Departure of a key subsidiary CEO introduces execution risk until a permanent replacement is named.
• Severance cost: Cash outlay of approximately $2.34 million (including prorated bonus) represents incremental expense without offsetting operational benefit.

Insights

Corporate Governance Expert

TL;DR: Subsidiary CEO exits with $2.34 M package; governance impact modest for TDS.

The disclosure centers on executive succession rather than core operations. While Mr. Butman led the wireline subsidiary, TDS retains him briefly as Senior Advisor, suggesting an orderly hand-off. The $2.34 million total cash and benefits are immaterial to TDS’s multi-billion-dollar revenue base, but investors will watch for strategic continuity at TDS Telecom, which contributes roughly one-third of consolidated operating income. Covenants mitigate reputational risk, and no acceleration of equity awards or unusual perks are noted. Absent details on a permanent successor, visibility on future operating strategy is limited, keeping the market impact neutral.

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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 2, 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 for Certain Officers

As previously disclosed, Telephone and Data Systems, Inc. (TDS) announced that James W. Butman would step down as President and Chief Executive Officer of TDS Telecommunications LLC (TDS Telecom), a wholly owned subsidiary of TDS, effective as of June 9, 2025, but remain with TDS Telecom as a Senior Advisor through July 1, 2025. In connection with Mr. Butman’s departure, he and TDS Telecom Service LLC, a wholly-owned subsidiary of TDS Telecom, entered into a transition agreement (Transition Agreement), which provides that Mr. Butman is entitled to receive a lump sum cash payment in the amount of $2,000,000 and title to his current company vehicle. In addition, pursuant to the terms of the Company’s 2025 Executive Officer Bonus Program, Mr. Butman is also entitled to a prorated portion of his target annual bonus for 2025 in the amount of $343,710. Under the Transition Agreement, Mr. Butman is subject to post-termination confidentiality, non-disparagement and cooperation covenants.

The foregoing description of the Transition Agreement is a summary and is qualified in its entirety by reference to the full text of the Transition Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d)   The following exhibits are being filed herewith:

Exhibit Number						Description of Exhibits
10.1						Transition Agreement between TDS Telecom Service LLC and James Butman.
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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 3, 2025			By:			/s/ Vicki L. Villacrez
									Vicki L. Villacrez
									Executive Vice President and Chief Financial Officer

FAQ

Why did TDS (TDS) file this Form 8-K?

To report the departure of subsidiary CEO James W. Butman and disclose the terms of his Transition Agreement.

How much will James W. Butman receive under the Transition Agreement?

$2,000,000 cash, his company vehicle, and a prorated 2025 bonus of $343,710.

When is Mr. Butman officially leaving TDS Telecom?

He stepped down as CEO on June 9 2025 and will serve as Senior Advisor until July 1 2025.

Does the filing name a new CEO for TDS Telecom?

No. The 8-K does not identify a permanent successor; only Mr. Butman’s transition period is described.

Are there any financial impacts beyond severance costs?

The filing mentions no additional financial effects; the disclosed payments total roughly $2.34 million.