CARLSON LEROY T JR 4
4 · TELEPHONE & DATA SYSTEMS INC /DE/ · Filed Feb 27, 2026
Research Summary
AI-generated summary of this filing
TDS Vice Chair Leroy T. Carlson Jr. Receives 305,201 Performance Share Awards
What Happened
- Leroy T. Carlson Jr., Vice Chair and Director of Telephone & Data Systems, reported three grants of performance-based restricted stock units (PSUs) on the Form 4 dated Feb 27, 2026 (period of report Feb 25, 2026). The three awards total 305,201 PSUs (10,496; 79,599; and 215,106). No cash price is reported; these are derivative awards (contingent rights) rather than open-market purchases or sales. Each PSU represents the contingent right to receive one common share upon vesting.
Key Details
- Transaction date(s): Feb 25, 2026 (filing covers grants certified on that date); filing date Feb 27, 2026.
- Price: N/A — these are performance-vested awards, not purchases/sales.
- Total PSUs granted/adjusted: 305,201 (10,496; 79,599; 215,106).
- Vesting timing and certification notes (from footnotes):
- Grant from May 21, 2025: two of three metrics certified at 71.5%; those PSUs adjusted for performance/time and will vest Dec 31, 2027; final metric measured through Dec 31, 2027 remains subject to approval.
- Grant from June 11, 2024: two metrics certified (one previously at 145.9%, second at 83.8%); adjusted PSUs will vest June 11, 2027; final metric measured through Dec 31, 2026 remains subject to approval.
- Grant from May 17, 2023: third metric certified at 200%; PSUs adjusted and will vest May 17, 2026.
- Dividend equivalents: PSUs have been accumulating quarterly dividend equivalents; some accrued dividends may be forfeitable if remaining performance metrics fail to meet minimum thresholds.
- Shares owned after transaction: not specified in the filing.
- Timeliness: Filing appears timely (reporting transactions on Feb 25; Form 4 filed Feb 27, 2026).
Context
- These are performance-based awards (PSUs), not immediate share purchases — they convert to common shares only if performance and time conditions are met. Because awards are adjusted based on certified performance, the reported amounts reflect updated performance certifications rather than new cash transactions. Such grants are standard executive compensation and do not by themselves indicate immediate insider buying or selling intentions.
Insider Transaction Report
Form 4
CARLSON LEROY T JR
DirectorVice Chair
Transactions
- Award
Performance Share Units
[F1]2026-02-25+10,496→ 15,803 total→ Common Shares (10,496 underlying) - Award
Performance Share Units
[F2]2026-02-25+79,599→ 171,989 total→ Common Shares (79,599 underlying) - Award
Performance Share Units
[F3]2026-02-25+215,106→ 669,108 total→ Common Shares (215,106 underlying)
Footnotes (3)
- [F1]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.
- [F2]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.
- [F3]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.
Signature
Julie D. Mathews, by power of atty|2026-02-27