Executive bonus plans for 2026 outlined by TDS (NYSE: TDS)

Rhea-AI Filing Summary

Telephone and Data Systems, Inc. adopted a 2026 executive bonus program that ties most payouts to company performance. The plan covers the TDS Vice Chair, all executive and senior vice presidents, and the President and CEO of TDS Telecom, but not the TDS President and CEO.

For most participants, 80% of the bonus is based on company performance and 20% on individual performance, with the company portion weighted between TDS Telecom (65%) and Array Digital Infrastructure, Inc. (35%). For the TDS Telecom President and CEO, the company portion is based only on TDS Telecom results. Awards are not legally owed until approved and paid, and employment through the payout date is required unless the compensation committee decides otherwise.

TDS also incorporates the Array 2026 Annual Incentive Plan, which governs the annual bonus for Array’s President and CEO, who is a named executive officer of TDS.

0001051512false00010515122026-03-182026-03-180001051512us-gaap:CommonClassBMember2026-03-182026-03-180001051512tds:PreferredStockMember1Member2026-03-182026-03-180001051512tds:PreferredStockMember2Member2026-03-182026-03-18

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): March 18, 2026

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

The Telephone and Data Systems, Inc. (TDS) 2026 Executive Officer Bonus Program (the 2026 TDS Plan) was approved by the TDS Compensation and Human Resources Committee on March 18, 2026. The 2026 TDS Plan covers the Vice Chair of TDS, all TDS executive vice president and senior vice president officers, and the President and CEO of TDS Telecommunications LLC (TDS Telecom), a wholly-owned subsidiary of TDS. The 2026 TDS Plan does not apply to the President and CEO of TDS or any officer of a TDS subsidiary other than the President and CEO of TDS Telecom.

The 2026 TDS Plan provides performance measures and weightings, of which 80% are based on company performance measures and 20% are based on individual performance. In the case of the participants other than the TDS Telecom President and CEO, the TDS company performance measure will be determined based on the performance of the following subsidiaries of TDS with the following weights: TDS Telecom (65%) and Array Digital Infrastructure, Inc. (Array) (35%).

In the case of the TDS Telecom President and CEO, the company performance measure is calculated considering only TDS Telecom's results.

The 2026 TDS Plan also provides for a mechanism by which the TDS President and CEO will assess performance and obtain approval of bonus awards by the TDS Compensation and Human Resources Committee (which may approve bonus awards as submitted or revise some or all of them, as they deem appropriate).

Notwithstanding any provision of this award program to the contrary, a participating officer does not have a legally binding right to an award payment unless and until the award amount, if any, is paid and no award amount shall be paid unless the individual remains employed through the actual award payout date unless otherwise approved at the discretion of the TDS Compensation and Human Resources Committee.

The foregoing description is qualified by reference to the 2026 TDS Plan which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Array filed a Form 8-K dated March 22, 2026, which included as an Exhibit the Array 2026 Annual Incentive Plan (the 2026 Array Plan). The 2026 Array Plan will be used to determine the annual bonus paid to the Array President and CEO. Because Array is a principal business unit of TDS, the President and CEO of Array is a named executive officer of TDS. Accordingly, the 2026 Array Plan that was filed by Array is incorporated as an Exhibit to this Form 8-K.

The provisions of the 2026 Array Plan are described in, and filed as Exhibit 10.1, to Array's Form 8-K dated March 22, 2026, which is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d)   The following exhibits are being filed herewith:

Exhibit Number						Description of Exhibits
10.1						TDS 2026 Executive Officer Bonus Program.
10.2						Array 2026 Annual Incentive Plan effective January 1, 2026, is hereby incorporated by reference from Exhibit 10.1 to Array's Form 8-K dated March 22, 2026.
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:			March 24, 2026			By:			/s/ Vicki L. Villacrez
									Vicki L. Villacrez
									Executive Vice President and Chief Financial Officer

FAQ

What is the TDS 2026 Executive Officer Bonus Program described in the 8-K for TDS?

The 2026 Executive Officer Bonus Program sets how certain TDS executives can earn annual cash bonuses. It combines company performance measures and individual performance, with clear weightings, and requires compensation committee approval and continued employment through payout for any award to be earned.

Which executives at TDS are covered by the 2026 bonus plan for TDS (NYSE: TDS)?

The 2026 TDS Plan covers the Vice Chair, all TDS executive vice president and senior vice president officers, and the President and CEO of TDS Telecom. It specifically does not apply to the President and CEO of TDS or to other subsidiary officers.

How are performance measures weighted in the TDS 2026 executive bonus program?

Under the 2026 TDS Plan, 80% of each covered executive’s bonus is based on company performance and 20% on individual performance. For most participants, the company portion is split 65% from TDS Telecom results and 35% from Array Digital Infrastructure, Inc. results.

How is the TDS Telecom President and CEO’s bonus calculated under the 2026 plan?

For the TDS Telecom President and CEO, the company performance portion of the 2026 bonus is based solely on TDS Telecom’s results. The same overall structure applies, with a majority of the opportunity tied to company-level outcomes rather than purely individual objectives.

Who approves executive bonus payouts under the TDS 2026 Executive Officer Bonus Program?

The TDS President and CEO assesses performance and recommends bonus awards, which the Compensation and Human Resources Committee reviews. The committee may approve or revise awards. Executives have no legally binding right to payment until awards are formally approved and actually paid.

What is the Array 2026 Annual Incentive Plan and why is it included in TDS’s 8-K?

The Array 2026 Annual Incentive Plan governs the annual bonus for the President and CEO of Array Digital Infrastructure, Inc. Because Array is a principal business unit and its President and CEO is a TDS named executive officer, this plan is incorporated as an exhibit in TDS’s filing.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 30.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 16.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 30.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.8 KB