Sec Form 4 Filing - Hanley Joseph R @ TELEPHONE & DATA SYSTEMS INC /DE/ - 2024-02-19

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Hanley Joseph R 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) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP-Strategy & Corp Dev (Last) (First) (Middle) 30 N. LASALLE ST., STE. 4000 3. Date of Earliest Transaction (MM/DD/YY) 02/19/2024 (Street) CHICAGO, IL60602 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/19/2024 A( 1 ) 3,660 A 40,771 D Common Shares 02/19/2024 F( 2 ) 1,267 D $ 14.04 ( 3 ) 39,504 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Performance Share Units ( 4 ) 02/19/2024 A 37,040 ( 4 ) ( 4 ) Common Shares 37,040 $ 0 37,040 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hanley Joseph R 30 N. LASALLE ST., STE. 4000 CHICAGO, IL60602 SVP-Strategy & Corp Dev Signatures Julie D. Mathews, by power of atty 02/21/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. 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. The Performance Shares were certified and are now adjusted for performance and vested immediately on February 19, 2024. Each performance share unit represents the contingent right to receive one common share. ( 2 )Shares withheld to pay taxes ( 3 )The market was closed on February 19, 2024, therefore the previous trading day's close, February 16, 2024 was used to value the transaction. ( 4 )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.

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.