TDS - Telephone and Data Systems Inc.

05/19/2026 | Press release | Distributed by Public on 05/19/2026 14:51

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Hanley Joseph R
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)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP-Strategy & Corp Dev
(Last) (First) (Middle)
30 N. LASALLE STREET, SUITE 4000
3. Date of Earliest Transaction (Month/Day/Year)
05/17/2026
(Street)
CHICAGO, IL 60661
4. If Amendment, Date 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
(City) (State) (Zip)
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
Common Shares 05/17/2026 M(1) 58,191 A $40.5(1)(2) 118,664 D
Common Shares 05/17/2026 F(3) 23,122 D $40.5(2) 95,542 D
Common Shares 05/17/2026 M(4) 19,966 A $40.5(2)(4) 115,508 D
Common Shares 05/17/2026 F(3) 8,845 D $40.5(2) 106,663 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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) 05/17/2026 M 58,191 (1) (1) Common Shares 58,191 $40.5 0 D
Restricted Stock Units (4) 05/17/2026 M 19,966 (4) (4) Common Shares 19,966 $40.5 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hanley Joseph R
30 N. LASALLE STREET, SUITE 4000
CHICAGO, IL 60661
SVP-Strategy & Corp Dev

Signatures

John M. Toomey, by power of atty. 05/19/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) 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.
(2) The market was closed on vest date therefore the previous trading day's close, May 15, 2026, was used to value the transaction.
(3) Shares withheld to pay taxes on May 17, 2026.
(4) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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