TDS (NYSE: TDS) Vice Chair converts equity awards and withholds shares for taxes
Rhea-AI Filing Summary
Telephone & Data Systems Vice Chair Leroy T. Carlson Jr. reported equity award vesting and related share movements, not open-market trading. He exercised a total of 876,490 performance and restricted stock units into common shares at $40.5000 per share value, tied to long-term incentive grants from May 17, 2023.
To cover tax obligations on these vestings, 373,041 common shares were delivered back as a tax-withholding disposition, rather than sold on the market. The filing also details substantial indirect ownership in TDS common shares held through a voting trust, multiple family trusts, a family partnership, a dividend reinvestment plan, and shares held by his spouse and her trust.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 503,449 shares
Net Buy
12 txns
Insider
CARLSON LEROY T JR
Role
Vice Chair
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 163,146 | $40.50 | $6.61M |
| Exercise | Performance Share Units | 713,344 | $40.50 | $28.89M |
| Exercise | Common Shares | 713,344 | $40.50 | $28.89M |
| Exercise Price or Tax Liability | Common Shares | 306,558 | $40.50 | $12.42M |
| Exercise | Common Shares | 163,146 | $40.50 | $6.61M |
| Exercise Price or Tax Liability | Common Shares | 66,483 | $40.50 | $2.69M |
| holding | Common Shares | -- | -- | -- |
| holding | Common Shares | -- | -- | -- |
| holding | Common Shares | -- | -- | -- |
| holding | Common | -- | -- | -- |
| holding | Common Shares | -- | -- | -- |
| holding | Common Shares | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct);
Performance Share Units — 0 shares (Direct);
Common Shares — 868,806 shares (Direct);
Common Shares — 37,543 shares (Indirect, By Wife);
Common Shares — 524,000 shares (Indirect, By trust);
Common Shares — 40,978.32 shares (Indirect, By Wife's Trust);
Common — 78,943 shares (Indirect, By Trust);
Common Shares — 1,813,229 shares (Indirect, By Voting Trust)
Footnotes (6)
- F1. On May 17, 2023, the reporting person was granted financial-based performance share units that would be measured over a three year time period. The performance share units have been accumulating quarterly dividend equivalents. The Compensation Human Resources Committee certified the third and final metric on February 25, 2026 and performance shares became adjusted for performance and time based. Each performance share unit represents the contingent right to receive one common share.
- F2. The market was closed on vest date therefore the previous trading day's close, May 15, 2026, was used to value the transaction.
- F3. Shares withheld to pay taxes on restricted stock units that vested on May 17, 2026.
- F4. Restricted stock units were awarded on May 17, 2023, pursuant to the 2022 Long Term Incentive Plan. One-third of the restricted stock units will vest on the first, second and third annual anniversaries of the Grant Date. This transaction represents settlement of the third and final vesting. Each restricted stock unit represents the contingent right to receive one common share.
- F5. Includes 312,242 Common Shares held through dividend reinvestment.
- F6. Reporting person is a member of a voting trust which is record owner of these Common Shares and which files its holdings on a form 4. The shares reported are held by respective reporting person and his family members that have a pecuniary interest in such securities. Includes 693,751 Common Shares held by a family partnership of which reporting person is a general partner, of which 23,754 has been accumulated in dividend reinvestment. Reporting person also holds 30,538 Common Shares in the dividend reinvestment plan.
Key Figures
Equity awards exercised: 876,490 shares
Performance share units exercised: 713,344 shares
Restricted stock units exercised: 163,146 shares
+4 more
7 metrics
Equity awards exercised
876,490 shares
Total performance and restricted stock units converted into common shares
Performance share units exercised
713,344 shares
Financial-based performance share units measured over three years
Restricted stock units exercised
163,146 shares
Restricted stock units granted May 17, 2023 under 2022 plan
Shares for tax withholding
373,041 shares
Common shares delivered to pay taxes on vested awards
Reference share price
$40.5000 per share
Previous trading day’s close used to value transactions
Voting trust indirect holding
1,813,229 shares
Common Shares held by voting trust with family pecuniary interests
Trust indirect holding
312,242 shares
Common Shares held through dividend reinvestment in a trust
Key Terms
performance share units, restricted stock units, tax-withholding disposition, voting trust, +2 more
6 terms
restricted stock units financial
"Restricted stock units were awarded on May 17, 2023, pursuant to the 2022 Long Term Incentive Plan."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities."
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
voting trust financial
"Reporting person is a member of a voting trust which is record owner of these Common Shares and which files its holdings on a form 4."
A voting trust is an arrangement where shareholders temporarily transfer their voting rights to one or more trusted individuals (trustees) who vote on company matters on their behalf. It matters to investors because it consolidates decision-making power—like handing the car keys to a single driver for a journey—which can stabilize leadership or push through strategic plans but also reduces individual shareholders’ direct influence and can affect the company’s direction and stock value.
dividend reinvestment plan financial
"Reporting person also holds 30,538 Common Shares in the dividend reinvestment plan."
A dividend reinvestment plan lets shareholders automatically use cash dividends to buy more shares of the same company instead of receiving the money. It matters to investors because it turns regular payouts into a steady way to grow ownership and take advantage of compound returns—like having your savings automatically buy additional slices of a pie over time—while often reducing transaction costs and smoothing purchase timing.
Long Term Incentive Plan financial
"Restricted stock units were awarded on May 17, 2023, pursuant to the 2022 Long Term Incentive Plan."
A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did TDS Vice Chair Leroy T. Carlson Jr. report in this Form 4?
He reported equity award vesting activity, not open-market trading. Performance share units and restricted stock units converted into common shares, and a portion of the new shares was used to settle tax obligations associated with these long-term incentive awards.
What types of equity awards were involved in Carlson’s TDS transactions?
The filing involves financial-based performance share units and restricted stock units. Performance share units were measured over a three-year period, while restricted stock units vested in thirds annually, each representing a contingent right to receive one TDS common share upon settlement.
Were Carlson’s TDS transactions part of a long-term incentive plan?
Yes. Performance share units and restricted stock units were granted under the 2022 Long Term Incentive Plan on May 17, 2023. They vested after meeting multi-year performance metrics and time-based conditions, then settled into common shares as described in the Form 4 footnotes.