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TDS (NYSE: TDS) SVP Hanley granted performance-based share units

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(Neutral)
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(Neutral)
Form Type
4

Rhea-AI Filing Summary

Telephone and Data Systems senior executive Joseph R. Hanley reported acquisitions of performance share units that were certified based on multi-year financial performance metrics. Awards tied to grants from 2023, 2024, and 2025 were adjusted for performance and converted to time-based units that will vest between 2026 and 2027. Each unit represents the contingent right to receive one common share and has been accumulating quarterly dividend equivalents.

Positive

  • None.

Negative

  • None.
Insider Hanley Joseph R
Role SVP-Strategy & Corp Dev
Type Security Shares Price Value
Grant/Award Performance Share Units 4,606 $0.00 --
Grant/Award Performance Share Units 7,126 $0.00 --
Grant/Award Performance Share Units 17,550 $0.00 --
Holdings After Transaction: Performance Share Units — 6,934 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*
Hanley Joseph R
(Last) (First) (Middle)
30 N. LASALLE STREET, SUITE 4000
(Street)
CHICAGO IL 60661
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP-Strategy & Corp Dev
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 4,606 (1) (1) Common Shares 4,606 (1) 6,934 D
Performance Share Units (2) 02/25/2026 A 7,126 (2) (2) Common Shares 7,126 (2) 15,399 D
Performance Share Units (3) 02/25/2026 A 17,550 (3) (3) Common Shares 17,550 (3) 54,590 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 transactions did TDS executive Joseph R. Hanley report on this Form 4?

Joseph R. Hanley reported three acquisitions of performance share units, all coded as awards. These units relate to prior grants from 2023, 2024, and 2025 that have now been certified based on financial performance metrics and converted into time-based awards with future vesting dates.

How many performance share units were involved in the latest TDS Form 4 for Joseph R. Hanley?

The Form 4 shows separate acquisitions of 4,606, 7,126, and 17,550 performance share units. Each performance share unit represents the contingent right to receive one TDS common share, and the units have been accumulating quarterly dividend equivalents that remain subject to the applicable performance conditions.

What performance metrics affected Joseph R. Hanley’s TDS performance share units?

The units are tied to three key financial metrics for each grant. Certified outcomes include metrics at 71.5%, 83.8%, 145.9%, and 200%, as approved by the Compensation Human Resources Committee based on company performance at December 31, 2025 and earlier specified measurement dates.

When will Joseph R. Hanley’s TDS performance share units vest?

The certified performance share units convert to time-based awards with vesting dates on May 17, 2026, June 11, 2027, and December 31, 2027. Some remaining metrics extend through December 31, 2026 or December 31, 2027 and must still meet minimum performance levels for full payout.

How were the TDS performance share unit payouts for Joseph R. Hanley determined?

For each grant, the payout could increase above or decrease below target based on three performance metrics. Committees certified results such as 168%, 192%, or 160% maximum potential payouts, with actual certified metric levels like 71.5%, 83.8%, 145.9%, and 200% determining the final adjusted number of units.

Do Joseph R. Hanley’s TDS performance share units earn dividends before vesting?

Yes, the performance share units accrue quarterly dividend equivalents. However, dividend equivalents tied to metrics that fail to meet minimum performance thresholds are subject to forfeiture, so actual value ultimately depends on the certified results for each remaining performance metric over the stated measurement periods.