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TDS (NYSE: TDS) CFO receives performance-based share unit awards

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Form Type
4

Rhea-AI Filing Summary

Telephone & Data Systems (TDS) director and Executive Vice President & CFO Vicki L. Villacrez reported awards of performance share units on February 25, 2026. The Form 4 shows three acquisitions of performance share units in derivative form: 7,727, 11,957, and 26,222 units, each at a price of $0.00 per unit.

The footnotes explain these units come from prior financial-based grants tied to three key performance metrics. Company performance through December 31, 2025 led the Compensation Human Resources Committee to certify certain metrics at levels such as 71.5%, 83.8%, 145.9% and 200%, converting the related performance share units into time-based awards scheduled to vest on dates including May 17, 2026, June 11, 2027, and December 31, 2027. The awards also accumulate quarterly dividend equivalents, and each performance share unit represents a contingent right to receive one TDS common share.

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Insider Villacrez Vicki L
Role Executive Vice President & CFO
Type Security Shares Price Value
Grant/Award Performance Share Units 7,727 $0.00 --
Grant/Award Performance Share Units 11,957 $0.00 --
Grant/Award Performance Share Units 26,222 $0.00 --
Holdings After Transaction: Performance Share Units — 11,634 shares (Direct)
Footnotes (1)
  1. On May 21, 2025, the reporting person was granted financial-based performance share units based on the performance of three key metrics and the payout could be increased to 168% of target or reduced to 24% on achievement of the key metrics. Based on company performance at December 31, 2025, the Compensation Human Resources Committee certified on February 25, 2026 two of the three metrics at 71.5%. The Performance Shares representing the two metrics were certified and now adjusted for performance, time-based and will vest on December 31, 2027. The final metric is measured over a three year time period ending December 31, 2027, and remains subject to approval, and any accrued dividend equivalents pursuant to this metric are subject to forfeiture if such metric does not achieve the minimum performance attainment. The performance share units have been accumulating quarterly dividend equivalents. Each performance share unit represents the contingent right to receive one common share. On June 11, 2024, the reporting person was granted financial-based performance share units based on the performance of three key metrics. The payout could be increased to 192% of target or reduced to 0% on achievement of the key metrics. Based on performance at December 31, 2025, the Compensation Human Resources Committee certified on February 25, 2026, the second metric at 83.8%. The first metric was certified on March 12, 2025 at 145.9%. Performance Shares representing the two metrics are now certified and adjusted for performance, time-based and will vest on June 11, 2027. The final metric is measured over a three year time period ending December 31, 2026, and remains subject to approval, and any dividend equivalents pursuant to this metric are subject to forfeiture if metric does not achieve minimum performance. Performance share units have been accumulating quarterly dividend equivalents. Each performance share unit represents the contingent right to receive one common share. On May 17, 2023, the reporting person was granted financial-based performance share units based on the performance of three key metrics. The payout could be increased to 160% of target or reduced to 0% on achievement of the key metrics. Based on company performance at December 31, 2025, the Compensation Human Resources Committee certified the third and final metric on February 25, 2026 at 200%. The Performance Shares representing the previously reported two metrics were certified on February 19, 2024, and are now adjusted for performance, time-based and will vest on May 17, 2026. The performance share units have been accumulating quarterly dividend equivalents. Each performance share unit represents the contingent right to receive one common share.
Form 4 Insider Transactions: What Each Field Means →
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*
Villacrez Vicki L
(Last) (First) (Middle)
30 N. LASALLE STREET, SUITE 4000
(Street)
CHICAGO IL 60602
(City) (State) (Zip)
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)
Executive Vice President & CFO
3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Share Units (1) 02/25/2026 A 7,727 (1) (1) Common Shares 7,727 (1) 11,634 D
Performance Share Units (2) 02/25/2026 A 11,957 (2) (2) Common Shares 11,957 (2) 25,836 D
Performance Share Units (3) 02/25/2026 A 26,222 (3) (3) Common Shares 26,222 (3) 81,568 D
Explanation of Responses:
1. On May 21, 2025, the reporting person was granted financial-based performance share units based on the performance of three key metrics and the payout could be increased to 168% of target or reduced to 24% on achievement of the key metrics. Based on company performance at December 31, 2025, the Compensation Human Resources Committee certified on February 25, 2026 two of the three metrics at 71.5%. The Performance Shares representing the two metrics were certified and now adjusted for performance, time-based and will vest on December 31, 2027. The final metric is measured over a three year time period ending December 31, 2027, and remains subject to approval, and any accrued dividend equivalents pursuant to this metric are subject to forfeiture if such metric does not achieve the minimum performance attainment. The performance share units have been accumulating quarterly dividend equivalents. Each performance share unit represents the contingent right to receive one common share.
2. On June 11, 2024, the reporting person was granted financial-based performance share units based on the performance of three key metrics. The payout could be increased to 192% of target or reduced to 0% on achievement of the key metrics. Based on performance at December 31, 2025, the Compensation Human Resources Committee certified on February 25, 2026, the second metric at 83.8%. The first metric was certified on March 12, 2025 at 145.9%. Performance Shares representing the two metrics are now certified and adjusted for performance, time-based and will vest on June 11, 2027. The final metric is measured over a three year time period ending December 31, 2026, and remains subject to approval, and any dividend equivalents pursuant to this metric are subject to forfeiture if metric does not achieve minimum performance. Performance share units have been accumulating quarterly dividend equivalents. Each performance share unit represents the contingent right to receive one common share.
3. On May 17, 2023, the reporting person was granted financial-based performance share units based on the performance of three key metrics. The payout could be increased to 160% of target or reduced to 0% on achievement of the key metrics. Based on company performance at December 31, 2025, the Compensation Human Resources Committee certified the third and final metric on February 25, 2026 at 200%. The Performance Shares representing the previously reported two metrics were certified on February 19, 2024, and are now adjusted for performance, time-based and will vest on May 17, 2026. The performance share units have been accumulating quarterly dividend equivalents. Each performance share unit represents the contingent right to receive one common share.
Remarks:
Julie D. Mathews, by power of atty 02/27/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did TDS CFO Vicki Villacrez report on this Form 4?

TDS Executive Vice President & CFO Vicki L. Villacrez reported acquiring performance share units through three equity awards on February 25, 2026. These derivative awards carry a grant price of $0.00 and represent contingent rights to receive TDS common shares if vesting conditions are met.

How many performance share units were granted to the TDS CFO in this filing?

The Form 4 shows three separate performance share unit acquisitions: 7,727 units, 11,957 units, and 26,222 units. Each performance share unit is a derivative award that can convert into one TDS common share upon satisfaction of performance and time-based vesting conditions.

What performance conditions govern the TDS CFO’s performance share units?

The awards are financial-based performance share units linked to three key performance metrics. Committee certifications reference achievement levels such as 71.5%, 83.8%, 145.9% and 200%, which adjust payouts. Metrics are measured over multi-year periods ending December 31, 2026 and December 31, 2027.

When do the reported TDS performance share units vest for the CFO?

Once certified for performance, the performance share units become time-based awards with specified vesting dates. Footnotes state vesting scheduled on May 17, 2026, June 11, 2027, and December 31, 2027, provided the applicable performance and service conditions continue to be satisfied.

Do the TDS performance share units for the CFO pay dividends before vesting?

The performance share units accumulate quarterly dividend equivalents during the performance period. These dividend equivalents are tied to the underlying units and, for some metrics, may be forfeited if minimum performance thresholds are not achieved by the stated measurement dates.

How many TDS common shares can each performance share unit deliver?

Each performance share unit reported for the TDS CFO represents a contingent right to receive one TDS common share. Actual payout depends on certified performance against the specified metrics and continued vesting through the scheduled future vesting dates.