8-K
TELEPHONE & DATA SYSTEMS INC /DE/ (TDS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 18, 2026
TELEPHONE AND DATA SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-14157 | 36-2669023 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (312) 630-1900
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
|---|---|---|---|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | Securities registered pursuant to Section 12(b) of the Act: | |||
| --- | --- | --- | |||
| Title of each class | Trading Symbol | Name of each exchange on which registered | |||
| Common Shares, $.01 par value | TDS | New York Stock Exchange | |||
| Depositary Shares each representing a 1/1000th interest in a share of 6.625% Series UU Cumulative Redeemable Perpetual Preferred Stock, $.01 par value | TDSPrU | New York Stock Exchange | |||
| Depositary Shares each representing a 1/1000th interest in a share of 6.000% Series VV Cumulative Redeemable Perpetual Preferred Stock, $.01 par value | TDSPrV | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| ☐ | Emerging growth company | | --- | --- || ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | | --- | --- |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements for Certain Officers
The Telephone and Data Systems, Inc. (TDS) 2026 Executive Officer Bonus Program (the 2026 TDS Plan) was approved by the TDS Compensation and Human Resources Committee on March 18, 2026. The 2026 TDS Plan covers the Vice Chair of TDS, all TDS executive vice president and senior vice president officers, and the President and CEO of TDS Telecommunications LLC (TDS Telecom), a wholly-owned subsidiary of TDS. The 2026 TDS Plan does not apply to the President and CEO of TDS or any officer of a TDS subsidiary other than the President and CEO of TDS Telecom.
The 2026 TDS Plan provides performance measures and weightings, of which 80% are based on company performance measures and 20% are based on individual performance. In the case of the participants other than the TDS Telecom President and CEO, the TDS company performance measure will be determined based on the performance of the following subsidiaries of TDS with the following weights: TDS Telecom (65%) and Array Digital Infrastructure, Inc. (Array) (35%).
In the case of the TDS Telecom President and CEO, the company performance measure is calculated considering only TDS Telecom's results.
The 2026 TDS Plan also provides for a mechanism by which the TDS President and CEO will assess performance and obtain approval of bonus awards by the TDS Compensation and Human Resources Committee (which may approve bonus awards as submitted or revise some or all of them, as they deem appropriate).
Notwithstanding any provision of this award program to the contrary, a participating officer does not have a legally binding right to an award payment unless and until the award amount, if any, is paid and no award amount shall be paid unless the individual remains employed through the actual award payout date unless otherwise approved at the discretion of the TDS Compensation and Human Resources Committee.
The foregoing description is qualified by reference to the 2026 TDS Plan which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Array filed a Form 8-K dated March 22, 2026, which included as an Exhibit the Array 2026 Annual Incentive Plan (the 2026 Array Plan). The 2026 Array Plan will be used to determine the annual bonus paid to the Array President and CEO. Because Array is a principal business unit of TDS, the President and CEO of Array is a named executive officer of TDS. Accordingly, the 2026 Array Plan that was filed by Array is incorporated as an Exhibit to this Form 8-K.
The provisions of the 2026 Array Plan are described in, and filed as Exhibit 10.1, to Array's Form 8-K datedMarch22, 2026, which is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
| Exhibit Number | Description of Exhibits |
|---|---|
| 10.1 | TDS 2026 Executive Officer Bonus Program. |
| 10.2 | Array 2026 Annual Incentive Plan effective January 1, 2026, is hereby incorporated by reference from Exhibit 10.1 to Array's Form 8-K dated March 22, 2026. |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TELEPHONE AND DATA SYSTEMS, INC. | |||
|---|---|---|---|
| Date: | March 24, 2026 | By: | /s/ Vicki L. Villacrez |
| Vicki L. Villacrez | |||
| Executive Vice President and Chief Financial Officer |
Document
Exhibit 10.1
2026 Executive Officer Bonus Program
Telephone and Data Systems, Inc. (TDS)
| Program Introduction: |
|---|
The executive officer bonus program covers all TDS EVP and SVP officers, including the Vice Chair of TDS, as well as the President and CEO of TDS Telecom. This program does not apply to the President and CEO of TDS or to any officer of a TDS subsidiary other than the President and CEO of TDS Telecom. Payments under this program require specific approval of the TDS Compensation and Human Resources Committee (CHRC).
| TDS Officer Participation: |
|---|
•EVP and SVP officers, including the Vice Chair of Telephone and Data Systems, Inc.
•President and CEO of TDS Telecom
| Performance Measurements and Weightings: | |||
|---|---|---|---|
| Performance Measurement | Component Weighting | Net Weighting | Overall Weighting |
| --- | --- | --- | --- |
| Company Performance | 80% | ||
| TDS Telecom KPM Attainment | 65% | 52% | |
| Array KPM Attainment | 35% | 28% | |
| Individual Performance | 20% | ||
| Company | Individual | ||
| --- | --- | --- | |
| 80% | 20% | ||
| →65% TDS Telecom KPM Attainment<br><br>→35% Array KPM Attainment |
In the case of the President and CEO of TDS Telecom, the company performance measures are calculated considering only TDS Telecom's results, which for the President and CEO of TDS Telecom are calculated 100% based on TDS Telecom KPM Attainment.
| Individual Performance Component (20%) |
|---|
20% of the award is based on overall individual performance and includes assessment of relative individual performance, overall contribution, and performance on group and individual objectives.
The TDS President and CEO will, with input from the applicable officer, assign group and individual objectives, including major initiatives to be carried out during the performance year. With the approval of the TDS President and CEO and the CHRC, an officer’s group and individual objectives may be revised during the performance year if important new initiatives arise or circumstances with respect to an objective have materially changed. Performance on objectives will be based on the TDS President and CEO’s assessment of the results that both the applicable officer and the officer’s respective team(s) have achieved in meeting the assigned objectives. The CHRC reviews and approves these assessments as part of evaluating overall individual performance.
| Individual Performance Description | % of Target Payout Range | |
|---|---|---|
| Far Exceeds Expectations: Performance greatly exceeded that which was planned and expected. | 140% | 160% |
| Exceeds Expectations: Performance significantly exceeded that which was planned and expected. | 115% | 135% |
| Meets Expectations: Performance was close to that which was planned and expected. | 90% | 110% |
| Partially Meets Expectations: Performance was sufficient to merit a partial bonus. | 0% | 50% |
| Fails to Meet Expectations: Performance was not sufficient to merit a bonus. | 0% | |
| Determination of Awards: | ||
| --- |
Once the Company performance component percentage has been reviewed, the TDS President and CEO will approve and make recommendations to the CHRC for each executive officer. Recommendations will consider the following:
•Company performance result. This will be the amount calculated in accordance with the terms of this program (unless the TDS President and CEO feels that there is a compelling rationale to recommend an adjustment to this amount, which he/she would provide to the CHRC).
•Individual performance result and total recommended award amount.
The CHRC will review proposed awards and either approve them as submitted or revise some or all of them, as they deem appropriate. Once the CHRC finalizes the awards, they may be communicated to award recipients and processed for payment.
| Award Payments: |
|---|
Approved award amounts will be paid during the period commencing on the January 1st immediately following the performance year and ending on March 15th immediately following the performance year. Notwithstanding the foregoing, in the event that payment by such March 15th is administratively impracticable and such impracticability was unforeseeable, payment will be made as soon as administratively practicable after such March 15th, but in no event later than December 31st following the performance year. Payment will be made in the form of a lump sum.
New Participants: New participants named during the calendar year will be eligible to receive a pro-rated award based on the number of months residing in a qualified position covered by the Plan.
Retirement/Death: Payout will occur for participants employed during the performance year who meet the eligibility requirements and who retire or die before the actual payout date. The calculation will be a function of their bonus target, pro-rated based on the months of employment during the calendar year with consideration of company performance, and their previous individual performance. A separation is considered a retirement if the associate has a voluntary separation and meets the requirements to qualify for retiree pension and/or retiree medical benefits. The Company in its discretion may elect to accelerate payout upon retirement or death to occur as soon as administratively practicable thereafter.
Notwithstanding any provision of this award program to the contrary, a participating officer does not have a legally binding right to an award payment unless and until the award amount, if any, is paid and no award amount shall be paid unless the individual remains employed through the actual award payout date (i) except as specified above with respect to retirement or death or (ii) unless otherwise approved at the discretion of the CHRC.
Any award amount paid pursuant to this program is subject to recovery by TDS or any other action pursuant to any claw-back or recoupment policy which TDS may adopt from time to time, including without limitation any such policy which TDS may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.
The CHRC shall have the sole and full power and authority to interpret and administer the Plan.
| Program Revisions: |
|---|
The TDS Executive Officer Bonus Program may be revised or discontinued at any time (including during or following the applicable plan year) and for any reason, with or without prior notification and without regard to the effect that any such action may have on any officer's award or potential award. If, and when, either the CHRC and/or management determines that the TDS Executive Officer Bonus Program should be revised, the parties will discuss the proposed change(s) and the rationale for them, following which the CHRC will determine what, if any, changes will be approved and implemented.