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TELEPHONE & DATA SYSTEMS INC /DE/·4

May 19, 4:53 PM ET

CARLSON LEROY T JR 4

4 · TELEPHONE & DATA SYSTEMS INC /DE/ · Filed May 19, 2026

Research Summary

AI-generated summary of this filing

Updated

TDS Vice Chair Leroy Carlson Exercises RSUs/PSUs, Nets 503,449 Shares

What Happened Leroy T. Carlson Jr., Vice Chair and Director of Telephone & Data Systems, converted/settled restricted stock units and performance share units on May 17, 2026. He received 876,490 common shares on conversion at a valuation of $40.50 per share (total value ≈ $35,497,845). To satisfy tax withholding, 373,041 shares were withheld (value ≈ $15,108,161), leaving a net increase of 503,449 shares to his holdings (net value ≈ $20,389,684). This was an exercise/settlement of award units (not an open‑market sale); the disposals reported were withholding to pay taxes.

Key Details

  • Transaction date: May 17, 2026; price used: $40.50 per share (market was closed on the vest date so May 15 close was used).
  • Shares received (conversion/exercise of units): 876,490 shares (gross value ≈ $35,497,845).
  • Shares withheld for taxes: 373,041 shares (value ≈ $15,108,161).
  • Net shares added to Carlson’s holdings: 503,449 shares (net value ≈ $20,389,684).
  • Relevant footnotes:
    • F1: Performance share units granted May 17, 2023 vested after certification of final metric; PSUs pay one share per unit.
    • F4: Restricted stock units from May 17, 2023 reached their third/final vesting and were settled.
    • F3: Shares were withheld to pay taxes on vested restricted stock units.
    • F2: Valuation used the prior trading day's close (May 15, 2026) because the market was closed on vest date.
    • F5/F6: Form discloses existing holdings through dividend reinvestment and family/partnership holdings; the filing does not state a single consolidated “shares owned after” number.
  • Filing timeliness: Report filed May 19, 2026 (two business days after the May 17 transaction), which is the normal Form 4 reporting window.

Context

  • These entries reflect settlement of compensation awards (PSUs and RSUs) rather than purchases or open‑market sales. The withholding of shares to cover taxes is routine for vesting awards and should not be interpreted as an intentional market sale beyond tax obligations.
  • For retail investors, awards converted into shares increase an insider’s stake; no additional cash purchase or market sale was reported aside from shares withheld for taxes.

Insider Transaction Report

Form 4
Period: 2026-05-17
TELEPHONE & DATA SYSTEMS INC /DE/TDS
CARLSON LEROY T JR
DirectorVice Chair
Transactions
  • Exercise/Conversion

    Common Shares

    [F1][F2]
    2026-05-17$40.50/sh+713,344$28,890,432→ 1,078,701 total
  • Tax Payment

    Common Shares

    [F3][F2]
    2026-05-17$40.50/sh−306,558$12,415,599→ 772,143 total
  • Exercise/Conversion

    Common Shares

    [F4][F2]
    2026-05-17$40.50/sh+163,146$6,607,413→ 935,289 total
  • Tax Payment

    Common Shares

    [F3][F2]
    2026-05-17$40.50/sh−66,483$2,692,562→ 868,806 total
  • Exercise/Conversion

    Restricted Stock Units

    [F4]
    2026-05-17$40.50/sh−163,146$6,607,413→ 0 total
    → Common Shares (163,146 underlying)
  • Exercise/Conversion

    Performance Share Units

    [F1]
    2026-05-17$40.50/sh−713,344$28,890,432→ 0 total
    → Common Shares (713,344 underlying)
Holdings

  • Common Shares

    (indirect: By Spouse)
    37,543

  • Common Shares

    [F5]
    (indirect: By Trust)
    312,242

  • Common Shares

    (indirect: By Trust)
    40,978.32

  • Common

    (indirect: By Trust)
    78,943

  • Common Shares

    (indirect: By Trust)
    211,758

  • Common Shares

    [F6]
    (indirect: By Trust)
    1,813,229
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.
Signature
John M. Toomey, by power of atty.|2026-05-19

Documents

3 files