Telephone & Data Systems (TDS) director and Executive Vice President & CFO Vicki L. Villacrez reported awards of performance share units on February 25, 2026. The Form 4 shows three acquisitions of performance share units in derivative form: 7,727, 11,957, and 26,222 units, each at a price of $0.00 per unit.
The footnotes explain these units come from prior financial-based grants tied to three key performance metrics. Company performance through December 31, 2025 led the Compensation Human Resources Committee to certify certain metrics at levels such as 71.5%, 83.8%, 145.9% and 200%, converting the related performance share units into time-based awards scheduled to vest on dates including May 17, 2026, June 11, 2027, and December 31, 2027. The awards also accumulate quarterly dividend equivalents, and each performance share unit represents a contingent right to receive one TDS common share.
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.
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.
Telephone and Data Systems (TDS) is a U.S. communications company operating through TDS Telecom and its 82%-owned tower and spectrum subsidiary Array Digital Infrastructure. TDS Telecom serves 1.1 million connections across 30 states, focusing on fiber builds that deliver up to 8 Gbps broadband and bundled video, voice and MVNO wireless services.
Array now centers on leasing space on 4,450 towers in 19 states after selling its wireless operations and select spectrum assets to T-Mobile on August 1, 2025 for total consideration of $4,293.8 million, including $2,628.8 million in cash and $1,665.0 million of debt assumed. Array has additional signed spectrum sale agreements with Verizon and AT&T and has paid special dividends of $23.00 and $10.25 per share tied to these monetizations. The filing highlights heavy fiber investment at TDS Telecom, Array’s long-term Master License Agreement with T-Mobile, and extensive risk factors around spectrum monetization, tower tenancy, competition, regulatory support programs, cybersecurity and liquidity.
Telephone and Data Systems, Inc. reported a sharp improvement in profitability for 2025 while reshaping its business mix. For Q4 2025, operating revenues from continuing operations were $330.7 million, up from $295.3 million, with net income attributable to common shareholders from continuing operations of $37.2 million and diluted EPS of $0.32, versus $0.01 a year earlier.
For full-year 2025, operating revenues from continuing operations were $1,228.2 million compared with $1,297.0 million in 2024, but net income attributable to common shareholders from continuing operations improved to $48.2 million and diluted EPS to $0.39 from a loss of $(141.4) million and $(1.24). The company sold its wireless business, created Array as a standalone tower and spectrum platform, repurchased 1.77 million common shares for $67.4 million, and Array sold spectrum to AT&T for $1.018 billion and paid a $10.25 per share special dividend.
The Vanguard Group reports beneficial ownership of 11,375,121 shares of Telephone and Data Systems common stock, representing 10.53% of the class as of December 31, 2025. Vanguard has shared voting power over 783,720 shares and shared dispositive power over all 11,375,121 shares, with no sole voting or dispositive power.
The shares are held for clients, who have rights to dividends and sale proceeds, and no single client holds more than 5% of the class. Vanguard states the position is held in the ordinary course of business and not to change or influence control of Telephone and Data Systems. An internal realignment effective January 12, 2026 means certain Vanguard subsidiaries will report beneficial ownership separately going forward.
Telephone and Data Systems, Inc. (TDS) reported that its subsidiary Array Digital Infrastructure, Inc. (formerly United States Cellular Corporation) completed the previously announced sale of select wireless spectrum assets to AT&T for $1.018 billion in cash on January 13, 2026. Of this amount, $232 million was allocated to 700 MHz spectrum licenses held by entities now wholly owned by Array, and the entire purchase price was received at closing with no portion deferred.
On the same day, Array’s board declared a special cash dividend of $10.25 per share for holders of its Common Stock and Series A Common Stock of record on January 23, 2026, with payment scheduled for February 2, 2026. As of January 13, 2026, TDS held 33,005,877 shares of Array Series A Common Stock and 37,782,608 shares of Array Common Stock.
Telephone and Data Systems, Inc. entered into a Fourth Amendment to its First Amended and Restated Credit Agreement with Wells Fargo Bank and other lenders, effective December 8, 2025. The amendment extends the facility’s maturity to the fifth anniversary of that date and removes the credit spread adjustment that had been added to the Term SOFR interest rate for one-, three-, and six‑month interest periods.
The amendment also changes how cash is netted in calculating the consolidated leverage ratio, allowing maximum cash netting up to consolidated EBITDA for the preceding four fiscal quarters as of each determination date. In addition, the capacity for secured debt at TDS, and for secured and unsecured debt at its subsidiaries, including Array Digital Infrastructure, Inc. and Array’s subsidiaries, is increased by an aggregate $300 million. A separate Fifth Amendment to Array’s credit agreement also became effective on December 8, 2025.
Telephone and Data Systems, Inc. (TDS) reported an insider ownership change on a Form 4. The reporting person, a trustee of the TDS Voting Trust, received a gift of 502 common shares on 11/18/2025. After this transaction, the insider directly holds 32,123 common shares and indirectly holds 71,251 common shares through the Voting Trust. The filing is made by one reporting person and reflects a non-cash transfer classified as a gift.
Telephone & Data Systems Inc. (TDS) director and vice chair reported a gift of company stock on a Form 4. On 11/18/2025, the insider transferred 4,016 common shares as a gift, coded "G" for gift. Following this transaction, the insider holds 365,357 common shares directly.
The insider also reports several indirect holdings in TDS common shares through trusts and a spouse, including 311,364 shares held by a trust, 40,978.32 shares by the spouse's trust, 37,543 shares by the spouse, and additional trust holdings of 78,943 and 211,758 shares. The filing reflects an ownership update rather than a market sale.