TDS (NYSE: TDS) vice chair awarded performance share units tied to results

Rhea-AI Filing Summary

Telephone & Data Systems vice chair Leroy T. Carlson Jr. reported multiple awards of performance share units in the form of grants or other acquisitions. Each performance share unit represents a contingent right to receive one common share, with actual payouts tied to multi-year financial performance metrics.

Footnotes explain that awards granted in 2023, 2024, and 2025 can pay out above or below target, with ranges up to 160%, 168%, or 192% of target depending on results. Several metrics have been certified at levels such as 71.5%, 83.8%, 145.9%, and 200%, converting those portions to time-based units that vest between May 17, 2026 and December 31, 2027, while remaining metrics continue to be measured through dates in 2026 and 2027.

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^*

CARLSON LEROY T JR

(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)
	Vice Chair

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		10,496		(1)	(1)	Common Shares	10,496	(1)	15,803	D
Performance Share Units	(2)	02/25/2026		A		79,599		(2)	(2)	Common Shares	79,599	(2)	171,989	D
Performance Share Units	(3)	02/25/2026		A		215,106		(3)	(3)	Common Shares	215,106	(3)	669,108	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
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FAQ

What insider activity did TDS report for Leroy T. Carlson Jr. on this Form 4?

The filing shows Leroy T. Carlson Jr., vice chair of TDS, acquired multiple awards of performance share units. These units are granted as equity compensation and represent contingent rights to receive common shares if specific financial performance conditions are met.

What are performance share units in the TDS Form 4 for Leroy T. Carlson Jr.?

Performance share units are equity awards that may convert into TDS common shares if defined performance goals are achieved. Each unit represents a contingent right to one share, with payouts adjusted up or down based on the company’s performance against specified financial metrics.

How are the TDS performance share unit payouts determined for Leroy T. Carlson Jr.?

Payouts are based on three financial metrics for each grant, with ranges such as 24% to 168%, 0% to 192%, or 0% to 160% of target. Certified results like 71.5%, 83.8%, 145.9%, and 200% determine how many units convert to time-based vesting awards.

When will Leroy T. Carlson Jr.’s TDS performance share units vest?

Certified performance share units convert to time-based awards vesting on specific future dates. Reported vesting dates include May 17, 2026, June 11, 2027, and December 31, 2027, provided continued service and satisfaction of any remaining conditions where applicable.

Are any of Leroy T. Carlson Jr.’s TDS performance metrics still outstanding?

Yes. For grants described in 2024 and 2025, one remaining metric for each grant continues to be measured over three-year periods ending December 31, 2026 and December 31, 2027. Those portions remain subject to approval and can be forfeited if minimum performance is not achieved.

Do TDS performance share units for Leroy T. Carlson Jr. earn dividend equivalents?

The performance share units accumulate quarterly dividend equivalents during the performance period. For certain remaining metrics, any dividend equivalents tied to portions that fail to reach minimum performance are subject to forfeiture, aligning benefits with actual performance outcomes.