| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TELEPHONE & DATA SYSTEMS INC /DE/ [ TDS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/17/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Shares | 05/17/2026 | M(1) | 713,344 | A | $40.5(1)(2) | 1,078,701 | D | |||
| Common Shares | 05/17/2026 | F(3) | 306,558 | D | $40.5(2) | 772,143 | D | |||
| Common Shares | 05/17/2026 | M(4) | 163,146 | A | $40.5(2)(4) | 935,289 | D | |||
| Common Shares | 05/17/2026 | F(3) | 66,483 | D | $40.5(2) | 868,806 | D | |||
| Common Shares | 37,543 | I | By Wife | |||||||
| Common Shares | 312,242(5) | I | By trust | |||||||
| Common Shares | 40,978.32 | I | By Wife's Trust | |||||||
| Common | 78,943 | I | By Trust | |||||||
| Common Shares | 211,758 | I | By Trust | |||||||
| Common Shares | 1,813,229(6) | I | By Voting Trust | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (4) | 05/17/2026 | M | 163,146 | (4) | (4) | Common Shares | 163,146 | $40.5 | 0 | D | ||||
| Performance Share Units | (1) | 05/17/2026 | M | 713,344 | (1) | (1) | Common Shares | 713,344 | $40.5 | 0 | D | ||||
| Explanation of Responses: |
| 1. 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. |
| 2. The market was closed on vest date therefore the previous trading day's close, May 15, 2026, was used to value the transaction. |
| 3. Shares withheld to pay taxes on restricted stock units that vested on May 17, 2026. |
| 4. 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. |
| 5. Includes 312,242 Common Shares held through dividend reinvestment. |
| 6. 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. |
| Remarks: |
| John M. Toomey, by power of atty. | 05/19/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||