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

Rhea-AI Filing Summary

Telephone & Data Systems (TDS) reported that executive Anita J. Kroll, VP, Controller & CAO, acquired performance share units on February 25, 2026. The Form 4 shows three performance-based awards of 1,375, 2,129, and 6,458 units, each representing the contingent right to receive one common share.

These units relate to grants originally made in 2023, 2024, and 2025, where payouts depend on three financial metrics. Certified performance levels range from 71.5% to 200%, and payouts can be adjusted between ranges such as 24%–168%, 0%–192%, and 0%–160% of target. Portions of these awards are now time-based and are scheduled to vest between May 17, 2026 and December 31, 2027, while remaining metrics continue to be measured through December 31, 2026 and December 31, 2027. The units accumulate quarterly dividend equivalents, which may be forfeited if minimum performance is not achieved.

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

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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^*

Kroll Anita J

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, Controller & CAO

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		1,375		(1)	(1)	Common Shares	1,375	(1)	2,071	D
Performance Share Units	(2)	02/25/2026		A		2,129		(2)	(2)	Common Shares	2,129	(2)	4,599	D
Performance Share Units	(3)	02/25/2026		A		6,458		(3)	(3)	Common Shares	6,458	(3)	20,090	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.
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FAQ

What did TDS executive Anita J. Kroll report on this Form 4?

Anita J. Kroll reported acquiring performance share units tied to prior grants. The filing lists three awards of 1,375, 2,129, and 6,458 units on February 25, 2026, all contingent rights to receive Telephone & Data Systems common shares.

How do the performance share units reported by TDS for Anita Kroll work?

Each performance share unit represents a contingent right to receive one TDS common share. Payouts depend on three financial metrics, with committee-certified performance levels determining whether awards increase, decrease, or, in some cases, are reduced to zero.

What performance ranges apply to Anita Kroll’s TDS performance share units?

The grants allow payouts to vary widely based on results. Depending on the grant, payouts can range from 24% to 168%, 0% to 192%, or 0% to 160% of target, based on the achievement of three financial performance metrics.

When will Anita Kroll’s reported TDS performance share units vest?

Certified portions of the performance share units have become time-based and are scheduled to vest on May 17, 2026, June 11, 2027, and December 31, 2027. Remaining portions depend on metrics measured through December 31, 2026 and December 31, 2027.

How were the performance metrics for TDS performance share units certified?

The Compensation Human Resources Committee certified various metrics based on company performance at December 31, 2025. Certified results include metrics at 71.5%, 83.8%, 145.9%, and 200%, which then determined how many performance shares became time-based awards.

Do Anita Kroll’s TDS performance share units earn dividend equivalents?

The performance share units accumulate quarterly dividend equivalents. However, amounts tied to unachieved performance metrics can be forfeited if the metric does not reach minimum performance thresholds by the end of its measurement period.