CARLSON WALTER CD 4

4 · TELEPHONE & DATA SYSTEMS INC /DE/ · Filed Feb 27, 2026

AI-generated summary of this filing

Updated Feb 27, 2026

TDS CEO Walter Carlson Receives 25,191-Share Award

What Happened

Walter Carlson, President & CEO and a director of Telephone & Data Systems, received a grant of 25,191 performance share units (PSUs) reported on Feb 25, 2026 (filed Feb 27, 2026). The award is recorded as a derivative grant (transaction code A); no per-share cash price or immediate dollar value was reported. Each PSU represents the contingent right to receive one common share.

Key Details

Transaction date: 2026-02-25; Form 4 filed: 2026-02-27 (timely).
Award type/code: A (grant/award of performance share units, derivative).
Share count: 25,191 PSUs granted (no cash price disclosed).
Vesting/conditions: Two of three performance metrics were certified at 71.5% as of Dec 31, 2025; PSUs for those two metrics were converted to time-based awards and will vest on Dec 31, 2027. The third metric is measured through Dec 31, 2027 and remains subject to future certification.
Payout range: Original plan payout may range from 24% to 168% of target depending on performance; dividend equivalents have been accumulating quarterly and may be forfeited if minimum performance is not met.
Shares owned after transaction: Not specified in the filing.

Context

This is a performance-based equity award, not an open-market purchase or sale. The award creates potential future ownership if performance and time-based vesting conditions are met; it does not represent immediate cash proceeds. The final number of shares ultimately delivered may change based on the remaining performance metric.

Form 4

Period: 2026-02-25

DirectorPresident and CEO

Transactions

Award
Performance Share Units
[F1]
2026-02-25+25,191→ 37,927 total
→ Common Shares (25,191 underlying)

Footnotes (1)

[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 are now adjusted for performance are 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.

Signature

Julie D Mathews, by power of atty|2026-02-27

1 file