TDS (NYSE: TDS) CEO Walter Carlson reports RSU vesting and tax share withholding

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Telephone & Data Systems President and CEO Walter Carlson reported routine equity-compensation activity involving common shares and restricted stock units. On May 21, 2026, 11,905 restricted stock units vested and were settled into an equal number of common shares at an indicated value of $41.20 per share. To cover tax obligations on this vesting, 5,016 common shares were withheld at the same per-share value, leaving 228,609 common shares held directly. Carlson is also associated with 2,091,733 common shares held indirectly through a voting trust and related family entities, including shares accumulated via dividend reinvestment. Following this vesting event, 23,810 restricted stock units remain outstanding.

Insider Trade Summary

11,905 shares exercised/converted

Mixed 4 txns

Insider CARLSON WALTER CD

Role President and CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	11,905	$0.00	--
Grant/Award	Common Shares	11,905	$41.20	$490K
Tax Withholding	Common Shares	5,016	$41.20	$207K
holding	Common Shares	--	--	--

Holdings After Transaction: Restricted Stock Units — 23,810 shares (Direct, null); Common Shares — 233,429 shares (Direct, null); Common Shares — 2,091,733 shares (Indirect, By Voting Trust)

Footnotes (1)

Restricted stock units were awarded on May 21, 2025, pursuant to TDS' Long Term Incentive Plan. One-third of the restricted stock units will vest on the first, second and third annual anniversaries of the Grant Date. This transaction represents settlement of the first vesting. Each restricted stock unit ("RSU") represents the right to receive one common share. Shares withheld to pay taxes. Includes 78,215 Common Shares held through dividend reinvestment. Reporting person is a trustee of a voting trust which is record owner of these Common Shares and which files its holdings on a form 4. The shares reported are held by respective reporting person and their family members that have a pecuniary interest in such securities. Includes 693,751 Common Shares held by a family partnership of which reporting person is a general partner, of which 23,754 has been accumulated in dividend reinvestment. Reporting person also holds 194,004 Common Shares in the dividend reinvestment plan.

Key Figures

RSUs vested: 11,905 shares Tax-withheld shares: 5,016 shares at $41.20 Direct common shares after transactions: 228,609 shares +3 more

6 metrics

RSUs vested 11,905 shares Restricted stock units settled into common shares on May 21, 2026

Tax-withheld shares 5,016 shares at $41.20 Shares withheld to pay taxes on RSU vesting

Direct common shares after transactions 228,609 shares Direct holdings following RSU settlement and tax withholding

Indirect common shares 2,091,733 shares Held via voting trust and family partnership with dividend reinvestment

RSUs remaining 23,810 units Restricted stock units remaining outstanding after this vesting event

Indicated share value $41.20 per share Value used for both RSU settlement and tax withholding

Key Terms

Restricted stock units, Long Term Incentive Plan, dividend reinvestment, voting trust, +1 more

5 terms

Restricted stock units financial

"Restricted stock units were awarded on May 21, 2025, pursuant to TDS' Long Term Incentive Plan."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Long Term Incentive Plan financial

"Restricted stock units were awarded on May 21, 2025, pursuant to TDS' Long Term Incentive Plan."

A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.

dividend reinvestment financial

"Includes 78,215 Common Shares held through dividend reinvestment."

Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.

voting trust financial

"Reporting person is a trustee of a voting trust which is record owner of these Common Shares"

A voting trust is an arrangement where shareholders temporarily transfer their voting rights to one or more trusted individuals (trustees) who vote on company matters on their behalf. It matters to investors because it consolidates decision-making power—like handing the car keys to a single driver for a journey—which can stabilize leadership or push through strategic plans but also reduces individual shareholders’ direct influence and can affect the company’s direction and stock value.

tax-withholding disposition financial

"Shares withheld to pay taxes."

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 Insider Transactions: What Each Field Means →

05/26/2026 - 04:20 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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
Estimated average burden
hours per response:			0.5

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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CARLSON WALTER CD

(Last)

(First)

(Middle)

30 N. LASALLE ST. STE. 4000

(Street)

CHICAGO

ILLINOIS

60602

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
TELEPHONE & DATA SYSTEMS INC /DE/ [ TDS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	05/21/2026		A⁽¹⁾		11,905	A	$41.2	233,429	D
Common Shares	05/21/2026		F⁽²⁾		5,016	D	$41.2	228,609⁽³⁾	D
Common Shares								2,091,733⁽⁴⁾	I	By Voting Trust

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	05/21/2026		M			11,905	⁽¹⁾	⁽¹⁾	Common Shares	11,905	$0⁽¹⁾	23,810	D

Explanation of Responses:

1. Restricted stock units were awarded on May 21, 2025, pursuant to TDS' Long Term Incentive Plan. One-third of the restricted stock units will vest on the first, second and third annual anniversaries of the Grant Date. This transaction represents settlement of the first vesting. Each restricted stock unit ("RSU") represents the right to receive one common share.

2. Shares withheld to pay taxes.

3. Includes 78,215 Common Shares held through dividend reinvestment.

4. Reporting person is a trustee of a voting trust which is record owner of these Common Shares and which files its holdings on a form 4. The shares reported are held by respective reporting person and their family members that have a pecuniary interest in such securities. Includes 693,751 Common Shares held by a family partnership of which reporting person is a general partner, of which 23,754 has been accumulated in dividend reinvestment. Reporting person also holds 194,004 Common Shares in the dividend reinvestment plan.

Remarks:

	John M. Toomey, by power of atty.	05/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider equity transactions did TDS CEO Walter Carlson report?

Carlson reported vesting of 11,905 restricted stock units into common shares and withholding of 5,016 shares to pay taxes. These are routine compensation-related events, not open-market purchases or sales, and reflect scheduled settlement of prior equity awards.

How many TDS common shares does Walter Carlson hold directly after this Form 4?

After these transactions, Carlson holds 228,609 TDS common shares directly. This figure reflects the net position following the vesting of restricted stock units and the withholding of 5,016 shares to satisfy tax obligations tied to that vesting event.

What indirect TDS shareholdings are associated with Walter Carlson?

Carlson is associated with 2,091,733 common shares held indirectly through a voting trust and a family partnership. These indirect holdings include shares accumulated via dividend reinvestment and represent equity interests linked to family and trust arrangements.

What happened to Walter Carlson’s restricted stock units in this filing?

On May 21, 2026, 11,905 restricted stock units vested and were converted into common shares. After this settlement, 23,810 restricted stock units remain outstanding, continuing to represent potential future equity deliverable as they vest under the incentive plan.

Was the TDS CEO’s tax payment an open-market sale of shares?

No. The 5,016 shares reported with code “F” were withheld to pay taxes on the vesting of restricted stock units. This is a tax-withholding disposition by the issuer, not an open-market sale or discretionary trade in the company’s stock.

What compensation plan governs Walter Carlson’s TDS restricted stock units?

The restricted stock units were awarded under TDS’ Long Term Incentive Plan. One-third of the units vest on each of the first, second, and third anniversaries of the grant date, providing a structured, multi-year equity compensation schedule.