Kroll Anita J 4
4 · TELEPHONE & DATA SYSTEMS INC /DE/ · Filed Feb 27, 2026
Research Summary
AI-generated summary of this filing
TDS VP Anita Kroll Receives 9,962 Performance Share Awards
What Happened
Anita J. Kroll, Vice President, Controller & CAO of Telephone & Data Systems, Inc. (TDS), was recorded as receiving three grants of performance-based restricted share units (derivative awards) on Feb 25, 2026: 1,375; 2,129; and 6,458 units, for a total of 9,962 performance share units. These are awards (transaction code A) — no cash was paid and no market shares were sold or bought. Each unit represents a contingent right to receive one common share if performance/time vesting conditions are met; pricing is N/A.
Key Details
- Transaction date filed: Feb 25, 2026 (Form 4 filed Feb 27, 2026) — filing appears timely (within the 2-business-day window).
- Grants (derivative performance share units): 1,375; 2,129; 6,458 — total 9,962 PSUs. Price: N/A (awards).
- Shares owned after transaction: Not specified in the filing.
- Footnote summaries:
- F1 (related grant): May 21, 2025 grant — 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 and remains subject to approval; accrued dividend equivalents may be forfeitable.
- F2 (related grant): June 11, 2024 grant — two metrics certified (one previously at 145.9%; second at 83.8%); those PSUs adjusted and will vest June 11, 2027; final metric measured through Dec 31, 2026 remains outstanding.
- F3 (related grant): May 17, 2023 grant — third metric certified at 200% on Feb 25, 2026; PSUs adjusted and will vest May 17, 2026.
- Dividend equivalents: These PSUs have been accumulating quarterly dividend equivalents; some dividend equivalents can be forfeited if final performance metrics are not met.
Context:
- These are performance-based, time-vesting derivative awards (not open-market purchases or sales). They are contingent on achievement of specified metrics and vest on future dates (2026–2027) according to the footnotes. Such awards reflect compensation tied to company performance; they do not represent immediate share ownership or cash transactions until/if vested and settled.
Insider Transaction Report
Form 4
Kroll Anita J
VP, Controller & CAO
Transactions
- Award
Performance Share Units
[F1]2026-02-25+1,375→ 2,071 total→ Common Shares (1,375 underlying) - Award
Performance Share Units
[F2]2026-02-25+2,129→ 4,599 total→ Common Shares (2,129 underlying) - Award
Performance Share Units
[F3]2026-02-25+6,458→ 20,090 total→ Common Shares (6,458 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