TELEPHONE & DATA SYSTEMS INC /DE/·4

Feb 27, 4:08 PM ET

Villacrez Vicki L 4

4 · TELEPHONE & DATA SYSTEMS INC /DE/ · Filed Feb 27, 2026

Research Summary

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TDS (TDS) CFO Vicki Villacrez Receives Performance Share Awards

What Happened

  • Vicki L. Villacrez, Executive Vice President, Chief Financial Officer and director of Telephone & Data Systems, Inc. (TDS), was granted/received three performance-based awards on Feb 25, 2026 totaling 45,906 performance share units (PSUs): 7,727; 11,957; and 26,222 units. These are derivative awards (no per-share price reported) where each PSU represents a contingent right to receive one common share.
  • The awards were certified/adjusted for performance by the Compensation & Human Resources Committee; vesting is time-based on different future dates (see details). No cash value or market price is reported in the filing.

Key Details

  • Transaction date filed / report period: Feb 25, 2026 (filed Feb 27, 2026). No late filing indicated.
  • Units granted: 7,727 / 11,957 / 26,222 = 45,906 PSUs total. Price: N/A (derivative awards).
  • Vesting / certification:
    • Grant tied to May 21, 2025 award: two of three metrics certified at 71.5%; those PSUs adjusted and will vest Dec 31, 2027. (F1)
    • Grant tied to June 11, 2024 award: two metrics certified (one previously at 145.9%, second at 83.8%); adjusted and will vest June 11, 2027. (F2)
    • Grant tied to May 17, 2023 award: third metric certified at 200%; adjusted and will vest May 17, 2026. (F3)
  • Dividend equivalents: PSUs have been accumulating quarterly dividend equivalents; some dividend equivalents may be forfeitable if final performance metrics aren’t met.
  • Shares owned after transaction: not specified in the filing.

Context

  • These are performance share units (compensation awards) that convert to common shares only if/when specified performance and time-based vesting conditions are met — not open-market purchases or immediate share transfers. Such awards are routine executive compensation and reflect payout adjustments based on the company’s certified performance metrics, not an immediate vote of confidence through buying shares.

Insider Transaction Report

Form 4
Period: 2026-02-25
Villacrez Vicki L
DirectorExecutive Vice President & CFO
Transactions
  • Award

    Performance Share Units

    [F1]
    2026-02-25+7,72711,634 total
    Common Shares (7,727 underlying)
  • Award

    Performance Share Units

    [F2]
    2026-02-25+11,95725,836 total
    Common Shares (11,957 underlying)
  • Award

    Performance Share Units

    [F3]
    2026-02-25+26,22281,568 total
    Common Shares (26,222 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

Documents

1 file
  • 4
    wk-form4_1772226535.xmlPrimary

    FORM 4