TELEPHONE & DATA SYSTEMS INC /DE/ — Director's Dealing 2024

Feb 22, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TELEPHONE & DATA SYSTEMS INC /DE/ (TDS)
CIK: 0001051512
Period of Report: 2024-02-19

Reporting Person: CARLSON LEROY T JR (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-02-19	Common Shares	A	53946	—	Acquired	239534	Direct
2024-02-19	Common Shares	F	16778	$14.04	Disposed	222756	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-02-19	Performance Share Units	$	A	454003	Acquired		Common Shares (454003)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	105521	Indirect

Footnotes

F1: On May 19, 2021, the reporting person was granted financial-based performance share units that would be measured over a three year time period. The payout could be increased to 200% of target or reduced to 0% based on achievement of the key metrics. The performance share units have been accumulating quarterly dividend equivalents. The Performance Shares were certified and are now adjusted for performance and vested immediately on February 19, 2024. Based on company performance over the three year period ending on December 31, 2023, the Compensation Human Resources Committee certified on February 19, 2024 that the reporting person was entitled to 40% of his target opportunity. Each performance share unit represents the contingent right to receive one common share.

F2: Shares withheld to pay taxes

F3: The market was closed on February 19, 2024, therefore the previous trading day's close, February 16, 2024 was used to value the transaction.

F4: 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, 2023, the Compensation Human Resources Committee certified on February 19, 2024 two of the three metrics at 84.4%. The Performance Shares representing the two metrics were certified and are now adjusted for performance and are time-based and will vest on May 17, 2026. The final metric is measured over a three year time period and will not be measured until December 31, 2025. The performance share units have been accumulating quarterly dividend equivalents. Each performance share unit represents the contingent right to receive one common share.