Hanley Joseph R 4
4 · TELEPHONE & DATA SYSTEMS INC /DE/ · Filed Feb 27, 2026
Research Summary
AI-generated summary of this filing
TDS SVP Joseph R. Hanley Receives Performance Share Awards
What Happened
Joseph R. Hanley, Senior VP — Strategy & Corporate Development at Telephone & Data Systems, Inc. (TDS), was credited with three grants of performance share units (PSUs) on Feb 25, 2026 totaling 29,282 PSUs (4,606; 7,126; 17,550). These are derivative awards (no cash paid or open-market trade) and are reported with no per-share price (N/A). Each PSU represents a contingent right to receive one common share if performance/vesting conditions are met.
Key Details
- Transaction date: Feb 25, 2026; Form 4 filed Feb 27, 2026 (filing appears timely).
- Grants reported: 4,606 PSUs; 7,126 PSUs; 17,550 PSUs. Price: N/A (derivative awards). Total = 29,282 PSUs.
- Shares owned after transaction: not disclosed in the provided filing details.
- Footnote highlights:
- May 21, 2025 grant: PSUs tied to three metrics; two metrics certified at 71.5% and converted to time-based PSUs; these will vest Dec 31, 2027 (dividend equivalents accrued; final metric measured through Dec 31, 2027).
- June 11, 2024 grant: two metrics certified (one at 145.9%, one at 83.8%); adjusted/time-based PSUs will vest June 11, 2027; final metric measured through Dec 31, 2026.
- May 17, 2023 grant: third metric certified at 200%; PSUs adjusted/time-based will vest May 17, 2026.
- Dividend equivalents: PSUs have been accumulating quarterly dividend equivalents; some dividend equivalents may be forfeitable if minimum performance not met.
Context
These entries are awards of performance-based restricted-equity units (derivatives), not purchases or sales. They convert to common shares only if performance targets and vesting conditions are met, so they do not represent an immediate change in Hanley’s tradable stock holdings. Retail investors should view these as compensation tied to company performance rather than as an insider buying or selling stock.
Insider Transaction Report
- Award
Performance Share Units
[F1]2026-02-25+4,606→ 6,934 total→ Common Shares (4,606 underlying) - Award
Performance Share Units
[F2]2026-02-25+7,126→ 15,399 total→ Common Shares (7,126 underlying) - Award
Performance Share Units
[F3]2026-02-25+17,550→ 54,590 total→ Common Shares (17,550 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.