[SCHEDULE 13D/A] Telephone and Data Systems Inc. SEC Filing

Rhea-AI Filing Summary

Heritage Commerce Corp (HTBK) Form 4: EVP & COO Thomas A. Sa purchased 20,000 common shares on 08/01/2025 at $9.25, a direct buy worth roughly $185 k. Post-transaction direct ownership is 20,000 shares. He also retains 63,736 unvested derivative shares via RSUs—13,036 performance-based and 50,700 time-based—vesting between 2025-2028. No sales were disclosed. Insider buying by a key executive may signal confidence, but the filing offers no financial or strategic updates.

Positive

• $185 k direct open-market purchase by EVP/COO indicates personal confidence and tighter shareholder alignment.
• No insider sales reported, reinforcing the positive signal.

Negative

• None.

Insights

Equity Analyst

TL;DR: $185k insider buy by HTBK’s COO enhances alignment; modest size but directionally positive.

The direct open-market purchase represents roughly 7× Mr. Sa’s 2024 cash salary estimate and adds fresh skin in the game at an entry price below recent 52-week average. The absence of any concurrent sales or options exercise strengthens the signal. While $185k is small versus HTBK’s ~$700 m market cap, banks often view executive buying as a credibility boost amid sector volatility. The 63,736 RSUs already granted indicate long-term retention incentives, but these are cost-free awards; cash deployment is the more meaningful commitment. Overall impact: modestly positive for sentiment, not financially material.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

TELEPHONE & DATA SYSTEMS INC /DE/

(Name of Issuer)

Common Shares ($0.01 par value)

(Title of Class of Securities)

879433829

(CUSIP Number)

Walter C. D. Carlson
30 North LaSalle Street, Suite 4000
Chicago, IL, 60602
312-630-1900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/01/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 879433829

1

Name of reporting person

TELEPHONE & DATA SYSTEMS INC VOTING TRUST 1989

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,512,313.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,512,313.00

11

Aggregate amount beneficially owned by each reporting person

13,512,313.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

1. Shared voting and dispositive power and the aggregate amount beneficially owned by the reporting persons includes (i) 7,210,499 Series A Common Shares that have ten votes per share on all matters and are convertible on a share-for-share basis into Common Shares and (ii) 6,301,814 Common Shares. All of the Shares are held by the reporting persons as trustees of a Voting Trust. 2. Reporting persons may be deemed to hold approximately 95.6% of the outstanding Series A Common Shares of the Issuer and approximately 5.8% of the outstanding Common Shares of the Issuer for a combined total of approximately 11.7% of the Issuer's outstanding classes of capital stock and approximately 56.8% of the voting power on an aggregate basis. For all purposes in this Schedule 13D/A, the share amounts and percentages are based on 108,232,402 Common Shares and 7,538,781 Series A Common Shares issued and outstanding as of August 1, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares ($0.01 par value)
(b)	Name of Issuer: TELEPHONE & DATA SYSTEMS INC /DE/
(c)	Address of Issuer's Principal Executive Offices: 30 North LaSalle, Suite 4000, Chicago, ILLINOIS , 60602.
Item 1 Comment: This Amendment No. 11 to Schedule 13D is being filed pursuant to Section 13(d)(2) of the Securities Exchange Act of 1934, as amended, by the Trustees of the Voting Trust under the Amendment and Restatement (dated as of April 22, 2005) of Voting Trust Agreement Dated as of June 30, 1989. This Schedule 13D reports the ownership of Common Shares, par value $0.01 per share ("Common Shares"), and Series A Common Shares, par value $0.01 per share ("Series A Common Shares"), that are convertible on a share-for-share basis into Common Shares, of Telephone and Data Systems, Inc., a Delaware corporation (the "Issuer" or "TDS").
Item 2.	Identity and Background
(a)	This Amendment No. 11 to Schedule 13D is being filed by the trustees (the "Trustees") of the Amendment and Restatement (dated as of April 22, 2005) of Voting Trust under Agreement Dated as of June 30, 1989 (the "Voting Trust"), concerning their direct and indirect beneficial ownership of Common Shares. The information required under paragraph (a) with respect to the Trustees of the Voting Trust is set forth in Appendix A hereto, and incorporated herein by reference.
(b)	The principal business address of the Voting Trust is c/o Walter C. D. Carlson, Telephone and Data Systems, Inc., 30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602. The information required under paragraph (b) with respect to the Trustees of the Voting Trust is set forth in Appendix A hereto, and incorporated herein by reference.
(c)	The Voting Trust holds Common Shares and Series A Common Shares and was created to facilitate long-standing relationships among the trust's certificate holders. Under the terms of the Voting Trust, the Trustees hold and vote the Series A Common Shares and Common Shares held in the trust. The information required under paragraph (c) with respect to the Trustees of the Voting Trust is set forth in Appendix A hereto, and incorporated herein by reference.
(d)	During the last five years, neither the Voting Trust nor any of the Trustees identified in Appendix A hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, neither the Voting Trust nor any of the Trustees thereof identified in Appendix A hereto was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Voting Trust is organized under Delaware law. The information required under paragraph (f) with respect to the Trustees of the Voting Trust is set forth in Appendix A hereto, and incorporated herein by reference.
Item 3.	Source and Amount of Funds or Other Consideration
	The Trustees are not acquiring additional Common Shares that trigger the filing of this Amendment to Schedule 13D. This Amendment No. 11 to Schedule 13D is filed to reflect that the sale of the Issuer's majority-owned subsidiary's wireless operations and select spectrum assets to T-Mobile US, Inc., as announced in Amendment No. 9, was completed on August 1, 2025. The information in Item 4 below is incorporated by reference herein.
Item 4.	Purpose of Transaction
	This Item 4 is being updated by the following information. On August 1, 2025, the Issuer's majority-owned subsidiary, Array Digital Infrastructures, Inc. (formerly known as United States Cellular Corporation) ("Array") completed the sale of its wireless operations and select spectrum assets to T-Mobile US, Inc. for approximately $4.3 billion in cash and the assumption of certain debt, as further described in Issuer's Form 8-K filed with the Securities and Exchange Commission on August 4, 2025. Except as disclosed or incorporated by reference herein, the Voting Trust does not have any current intention, plan or proposal with respect to any of the matters specified in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Trustees intend to maintain the ability to keep or dispose of the voting control of the Issuer. If and to the extent that Array remains a publicly-traded company, the Trustees intend that TDS maintain the ability to keep or dispose of the voting control of Array. The Trustees also retain the right to change their intent, to acquire additional securities from time to time or to dispose of all or part of the securities beneficially owned by the Voting Trust in any manner permitted by the terms of the Voting Trust and/or applicable law.
Item 5.	Interest in Securities of the Issuer
(a)	As of the end of the trading day on August 1, 2025, pursuant to Rule 13d-3(d)(1)(i), the Voting Trust and each of the Trustees may be deemed to beneficially own an aggregate of 6,301,814 Common Shares, and 7,210,499 Series A Common Shares held by the Voting Trust that are convertible into 7,210,499 Common Shares. See Appendix B for additional Common Shares beneficially owned by each of the Trustees.
(b)	The following information is provided with respect to the shares held by the Voting Trust. See Appendix B for information with respect to other shares beneficially owned by each of the Trustees. (i) Sole Power to Vote or Direct the Vote: None. (ii) Shared Power to Vote or Direct the Vote: The Voting Trust is the direct beneficial owner of Common Shares and Series A Common Shares that are convertible on a share-for-share basis into Common Shares. The Voting Trust may be deemed to hold approximately 95.6% of the outstanding Series A Common Shares of the Issuer and approximately 5.8% of the outstanding Common Shares of the Issuer for a combined total of approximately 11.7% of the Issuer's outstanding classes of capital stock and approximately 56.8% of the voting power on an aggregate basis. The holders of Common Shares are entitled to elect four of the current twelve directors of the Issuer. The Trustees hold 5.8% of the voting power in the election of such four directors. In addition, the holders of Common Shares have votes per share that float in matters other than the election of directors. The Common Shares held by the Voting Trust represent approximately 2.5% of the combined voting power in matters other than the election of directors. The holders of Series A Common Shares are entitled to elect eight of the current twelve directors of the Issuer. The reporting persons hold 95.6% of the voting power in the election of such eight directors. The Series A Common Shares also have ten votes per share in matters other than the election of directors. The Series A Common Shares held by the Voting Trust represent approximately 54.2% of the total combined voting power in matters other than the election of directors. As a result of the foregoing, the Voting Trust elects a majority of the directors and directs a majority of the combined voting power of the Issuer in matters other than the election of directors. (iii) Sole Power to Dispose or Direct the Disposition: None. (iv) Shared Power to Dispose or Direct the Disposition: The information contained in Item 5(b)(ii) above is incorporated herein by reference.
(c)	Except as disclosed below, no transactions were effected during the past sixty days in Common Shares or Series A Common Shares of the Issuer by the Voting Trust or the Trustees. (i) June 30, 2025 transactions as a result of participation in TDS' Series A Common Share Automatic Dividend Reinvestment Plan (under which the Voting Trust acquired 2,183.11 Series A Common Shares and 1,797.865 Common Shares at a per share price equal to $32.39785).
(d)	Except as disclosed below, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Shares or Series A Common Shares of the Issuer beneficially owned by the Voting Trust. Under the Terms of the Voting Trust, except to the extent necessary to pay Voting Trust expenses, all cash dividends are distributed to the beneficiaries of the Voting Trust. The Trustees do not have the power to sell any Common Shares or Series A Common Shares deposited by a certificate holder without the consent of such certificate holder.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The Voting Trust was created to facilitate long-standing relationships among the trust's certificate holders. Under the terms of the Voting Trust, the Trustees hold and vote the Series A Common Shares and Common Shares held in the trust. The information contained in Item 5(b)(ii) above is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1: Joint Filing Agreement and Signatures Appendix A Appendix B

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

TELEPHONE & DATA SYSTEMS INC VOTING TRUST 1989

Signature:	See Exhibit 1
Name/Title:	See Exhibit 1
Date:	08/05/2025

FAQ

What did HTBK insider Thomas A. Sa purchase?

He bought 20,000 common shares at $9.25 each on 08/01/2025.

How much stock does the HTBK COO now own directly?

Following the trade, he directly owns 20,000 shares.

What derivative awards does the executive hold?

He holds 63,736 unvested RSUs, including 13,036 performance-based units and 50,700 time-based units.

Was any stock sold in this Form 4 filing?

No, the filing lists only purchases; no dispositions were reported.

Why do investors care about insider buying at HTBK?

Open-market buys by senior executives often signal confidence in future performance and can improve market sentiment.