Hanley Joseph R 4

What Happened
Joseph R. Hanley, Senior Vice President — Strategy & Corporate Development at Telephone & Data Systems, Inc. (TDS), converted/exercised vested equity awards on May 17, 2026. Two derivative conversions (M) produced 58,191 and 19,966 shares (total 78,157) valued at $40.50 per share (total ~$3,165,359). To satisfy tax withholding (F), 23,122 and 8,845 shares (total 31,967) were surrendered, leaving Hanley with a net issuance of 46,190 shares (net value ≈ $1.87M).

Key Details

• Transaction date(s): May 17, 2026 (Form 4 filed May 19, 2026; filing appears timely).
• Prices used: $40.50 per share (prior trading-day close used because market was closed on vest date).
• Gross shares converted: 78,157; shares withheld for taxes: 31,967; net shares to Hanley: 46,190.
• Gross value: ~$3.17 million; tax-withheld value: ~$1.29 million; net value to Hanley: ≈ $1.87 million.
• Shares owned after transaction: not disclosed in this Form 4.
• Footnotes: F1–F4 indicate these were settlement/vesting events from May 17, 2023 grants — performance share units (final performance metric certified Feb 25, 2026) and the final tranche of restricted stock units; F2 notes the prior trading-day close was used; F3 confirms shares withheld to pay taxes.

Context
These entries reflect settlement of vested awards (performance share units and RSUs), not an open-market purchase or a voluntary sale. The filing shows a cashless-style settlement for tax purposes (shares withheld to cover tax liability). Such award settlements are routine compensation events and do not by themselves indicate an insider buying or selling shares on the market.