Form 4: TDS Vice Chair Carlson Reports Share Transfers

Leroy T. Carlson Jr., Vice Chair of Telephone & Data Systems, reported the distribution of shares from Grantor Retained Annuity Trusts and subsequent gifts.

Summary

• Leroy T. Carlson Jr., Vice Chair, Director, and 10% Owner of Telephone & Data Systems Inc. (TDS), reported changes in beneficial ownership.
• On August 19, 2025, 161,749 common shares were distributed from a Grantor Retained Annuity Trust (GRAT) to Mr. Carlson as an annuity payment. This transfer is exempt from Section 16 pursuant to Rule 16a-13.
• On August 19, 2025, an additional 64,543 common shares were distributed from a GRAT to Mr. Carlson's spouse as an annuity payment, also exempt from Section 16 pursuant to Rule 16a-13.
• On August 20, 2025, Mr. Carlson gifted 161,749 common shares from his direct holdings.
• On August 20, 2025, Mr. Carlson also gifted 27,000 common shares, resulting in indirect ownership by his wife.
• Following these transactions, Mr. Carlson's direct beneficial ownership stands at 369,373 common shares, with various indirect holdings through trusts and his spouse.

Sentiment

Score: 5

Explanation: The filing reports routine estate planning transactions (GRAT distributions and gifts) by a key insider. These are generally neutral events and do not reflect positively or negatively on the company's operational performance or future prospects.

Positives

• The transactions involve estate planning mechanisms (GRATs and gifts), which are common for high-net-worth individuals and can indicate long-term financial planning.
• The GRAT distributions are explicitly stated as exempt from Section 16, indicating compliance with regulatory provisions for such transfers.

Negatives

• The gifts represent a reduction in direct beneficial ownership for Mr. Carlson, though they are typically part of planned estate transfers and not necessarily a negative signal regarding the company's prospects.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• Distribution of 64,543 common shares from a Grantor Retained Annuity Trust to the reporting person's spouse.
• Gift of 27,000 common shares by the reporting person, resulting in indirect ownership by his wife.

Stakeholder Impact

• Shareholders: The transactions represent a change in the beneficial ownership structure of a significant insider, but do not directly impact the company's operations or financial health. The reduction in direct ownership by the Vice Chair through gifts is part of personal estate planning and not a signal of lack of confidence in the company.

Key Dates

Recommendation

The filing details routine estate planning transactions by a key insider, including GRAT distributions and gifts. These are not indicative of operational performance or a change in the company's fundamental value. As such, the filing itself does not provide a basis for a 'buy' or 'sell' recommendation, and a 'hold' stance is appropriate based solely on this information.

Keywords

TDS, Telephone & Data Systems, Leroy T. Carlson Jr., Form 4, Insider Transaction, Beneficial Ownership, GRAT, Grantor Retained Annuity Trust, Stock Gift, Estate Planning, Officer, Director