TDS CEO granted 25,191 performance share units

Telephone & Data Systems Inc. director and President/CEO Walter C.D.

Rhea-AI Filing Summary

Telephone & Data Systems Inc. director and President/CEO Walter C.D. Carlson reported an equity award of performance share units. On February 25, 2026, he acquired 25,191 performance share units at a stated price of $0.00 per unit, bringing his total to 37,927 units.

These units were originally granted on May 21, 2025 and are tied to three financial performance metrics. Based on company results at December 31, 2025, two metrics were certified at 71.5%, converting the related units into time-based awards that vest on December 31, 2027. The remaining metric continues to be measured through December 31, 2027, and any dividend equivalents for that portion can be forfeited if minimum performance is not met. Each performance share unit represents a contingent right to receive one common share.

Insider Trade Summary

Grant/Award: 25,191 shares

Grant/Award 1 txn

Insider CARLSON WALTER CD

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Performance Share Units	25,191	$0.00	$0.00

Holdings After Transaction: Performance Share Units — 37,927 contracts (Direct)

Footnotes (1)

1. F1. 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 are now adjusted for performance are 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.

FAQ

What insider transaction did TDS report for Walter C.D. Carlson?

TDS reported that Walter C.D. Carlson received 25,191 performance share units on February 25, 2026. These units are part of an equity incentive award and increase his total holdings of performance share units to 37,927, all representing contingent rights to receive common shares.

How are Walter C.D. Carlson’s TDS performance share units structured?

Carlson’s performance share units are tied to three financial metrics that determine payout levels. The award can range from 24% to 168% of target based on results, and each unit represents a contingent right to receive one TDS common share if vesting conditions are met.

What performance results affected TDS CEO Walter Carlson’s share units?

Based on TDS performance as of December 31, 2025, the Compensation Human Resources Committee certified two of three key metrics at 71.5%. Units linked to those two metrics were adjusted for performance and converted to time-based awards that will vest on December 31, 2027, subject to continued conditions.

When do Walter Carlson’s TDS performance share units vest?

The portion of Carlson’s performance share units tied to the two certified metrics will vest on December 31, 2027. The third metric is measured over a full three-year period ending December 31, 2027, and remains subject to approval and minimum performance attainment requirements.

What happens to dividend equivalents on Walter Carlson’s remaining TDS performance share units?

The performance share units accumulate quarterly dividend equivalents. For the portion tied to the final metric, any accrued dividend equivalents can be forfeited if that metric, measured through December 31, 2027, does not achieve the minimum performance level required under the award terms.

Did Walter Carlson buy or sell TDS common stock in this Form 4?

The Form 4 reflects an equity award acquisition, not an open-market stock trade. Carlson received 25,191 performance share units at a stated price of $0.00 per unit, representing contingent rights to future common shares rather than an immediate stock purchase or sale.

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Accepted by SEC EDGAR 02/27/2026 - 04:05 PM Learn about SEC filing dates

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 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)
	President and CEO

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		25,191		(1)	(1)	Common Shares	25,191	(1)	37,927	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 are now adjusted for performance are 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.

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.