# Telephone and Data Systems (TDS) 10-Q SEC filing - Q2 FY2026 - Filed: Aug 7, 2026, 7:44 AM EDT - Fiscal quarter: Q2 FY2026 - Calendar quarter: Q2 2026 - Accession: 0001051512-26-000063 - OpenCapital page: https://www.opencapital.sh/filings/0001051512-26-000063 - Markdown URL: https://www.opencapital.sh/filings/0001051512-26-000063.md - Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1051512/000105151226000063/0001051512-26-000063-index.htm ## Filing documents - [10-Q (tds-20260630.htm)](https://www.sec.gov/Archives/edgar/data/1051512/000105151226000063/tds-20260630.htm) - [EX-3.1 (charter-5x21x2026x412b5f.htm)](https://www.sec.gov/Archives/edgar/data/1051512/000105151226000063/charter-5x21x2026x412b5f.htm) - [EX-10.1 (tds6302026ex101.htm)](https://www.sec.gov/Archives/edgar/data/1051512/000105151226000063/tds6302026ex101.htm) - [EX-10.2 (tds6302026ex102.htm)](https://www.sec.gov/Archives/edgar/data/1051512/000105151226000063/tds6302026ex102.htm) - [EX-31.1 (tds6302026ex311.htm)](https://www.sec.gov/Archives/edgar/data/1051512/000105151226000063/tds6302026ex311.htm) - [EX-31.2 (tds6302026ex312.htm)](https://www.sec.gov/Archives/edgar/data/1051512/000105151226000063/tds6302026ex312.htm) - [EX-32.1 (tds6302026ex321.htm)](https://www.sec.gov/Archives/edgar/data/1051512/000105151226000063/tds6302026ex321.htm) - [EX-32.2 (tds6302026ex322.htm)](https://www.sec.gov/Archives/edgar/data/1051512/000105151226000063/tds6302026ex322.htm) --- ## 10-Q SEC source: [tds-20260630.htm](https://www.sec.gov/Archives/edgar/data/1051512/000105151226000063/tds-20260630.htm) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-14157 TELEPHONE AND DATA SYSTEMS, INC. (Exact name of Registrant as specified in its charter) Delaware 36-2669023 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (312) 630-1900 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ 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. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The number of shares outstanding of each of the issuer's classes of common stock, as of June 30, 2026, is 107.6 million Common Shares, $.01 par value, and 7.5 million Series A Common Shares, $.01 par value. Telephone and Data Systems, Inc. Quarterly Report on Form 10-Q For the Period Ended June 30, 2026 | Index | Page No. | | --- | --- | | Management's Discussion and Analysis of Financial Condition and Results of Operations | 1 | | Executive Overview | 1 | | Terms Used by TDS | 4 | | Results of Operations – TDS Consolidated | 5 | | TDS Telecom Operations | 8 | | Array Operations | 14 | | Liquidity and Capital Resources | 19 | | Consolidated Cash Flow Analysis | 22 | | Consolidated Balance Sheet Analysis | 23 | | Supplemental Information Relating to Non-GAAP Financial Measures | 24 | | Application of Critical Accounting Policies and Estimates | 28 | | Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement | 29 | | Risk Factors | 31 | | Quantitative and Qualitative Disclosures About Market Risk | 32 | | Financial Statements (Unaudited) | 33 | | Consolidated Statement of Operations | 33 | | Consolidated Statement of Cash Flows | 35 | | Consolidated Balance Sheet | 37 | | Consolidated Statement of Changes in Equity | 39 | | Notes to Consolidated Financial Statements | 43 | | Controls and Procedures | 56 | | Legal Proceedings | 57 | | Unregistered Sales of Equity Securities and Use of Proceeds | 58 | | Other Information | 59 | | Exhibits | 60 | | Form 10-Q Cross Reference Index | 61 | | Signatures | 62 | Telephone and Data Systems, Inc. Management’s Discussion and Analysis of Financial Condition and Results of Operations Executive Overview The following discussion and analysis compares Telephone and Data Systems, Inc.’s (TDS) financial results for the three and six months ended June 30, 2026, to the three and six months ended June 30, 2025. It should be read in conjunction with TDS’ interim consolidated financial statements and notes included herein, and with the description of TDS’ business, its audited consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) included in TDS’ Annual Report on Form 10-K (Form 10-K) for the year ended December 31, 2025. Certain numbers included herein are rounded to thousands or millions for ease of presentation; however, certain calculated amounts and percentages are determined using the unrounded numbers. This report contains statements that are not based on historical facts, which may be identified by words such as “believes,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “projects,” “will” and similar expressions. These statements constitute and represent “forward looking statements” as this term is defined in the Private Securities Litigation Reform Act of 1995. Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be significantly different from any future results, events or developments expressed or implied by such forward looking statements. See the disclosure under the heading Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement elsewhere in this report for additional information. The accounting policies of TDS conform to accounting principles generally accepted in the United States of America (GAAP). However, TDS uses certain “non-GAAP financial measures” in the MD&A and the business segment information. A discussion of the reasons TDS determines these metrics to be useful and reconciliations of these measures to their most directly comparable measures determined in accordance with GAAP are included in the disclosure under the heading Supplemental Information Relating to Non-GAAP Financial Measures within the MD&A of this report. General TDS is a diversified telecommunications company that provides high-quality communications services. TDS provides broadband, video, voice and wireless services through its wholly-owned subsidiary, TDS Telecommunications LLC (TDS Telecom). Array Digital Infrastructure, Inc. (Array), an 81.9%-owned subsidiary of TDS, leases tower space to tenants and provides ancillary services, holds noncontrolling interests in primarily wireless operating companies and holds certain wireless spectrum licenses. TDS operates entirely in the United States. See Note 11 — Business Segment Information in the Notes to Consolidated Financial Statements for additional information about TDS' segments. TDS Mission and Strategy TDS’ mission is to provide outstanding communications services to its customers and meet the needs of its shareholders, its people, and its communities. In pursuing this mission, TDS seeks to grow its businesses, create opportunities for its associates, support the communities it serves, and build and return value for its shareholders. Since its founding, TDS has been committed to bringing high-quality communications services to rural and underserved communities. TDS’ strategy has been to re-invest the majority of its operating capital in its businesses to strengthen their competitive positions and financial performance, while also returning value to TDS shareholders. TDS plans to build shareholder value by continuing to execute on its strategies to build strong, competitive businesses providing high-quality, data-focused services and products. Strategic efforts include: - TDS Telecom strives to provide high-quality broadband services in its markets with the ability to provide value-added bundling with video, voice and wireless service options. - TDS Telecom seeks to drive growth by investing in fiber deployment and growing its operations by creating clusters of markets in attractive, growing locations and may seek to acquire and/or divest of assets to support its strategy. - Array seeks to grow tower revenue primarily through increasing colocations on existing towers and amendments to existing colocations. Array seeks to provide unique tower locations, attractive terms and streamlined implementation to wireless network operators, internet service providers, government and public safety agencies, broadcast and media companies, and other businesses. - Array holds noncontrolling interests in primarily wireless operating companies that generate material amounts of income and cash distributions. - Array holds wireless spectrum that is subject to sale agreements described below, and additional wireless spectrum not subject to pending sale agreements that Array seeks to opportunistically monetize. Strategic Alternatives Review On August 1, 2025, Array sold its wireless operations and select spectrum assets to T-Mobile US, Inc. (T-Mobile) under a Securities Purchase Agreement (Securities Purchase Agreement). Total consideration received was $4,293.8 million after adjustments which included a combination of $2,628.8 million in cash proceeds and $1,665.0 million in debt assumed by T-Mobile through an exchange offer made to Array's debtholders. The final cash proceeds are subject to adjustment according to the terms and conditions of the Securities Purchase Agreement. As of June 30, 2026, Array recorded an estimated purchase price true-up payable to T-Mobile of $24.9 million. The wireless operations and select spectrum assets sold to T-Mobile are presented as discontinued operations throughout this report. See Note 2 — Discontinued Operations in the Notes to Consolidated Financial Statements for additional information. In addition to the sale of Array's wireless operations and select spectrum assets to T-Mobile pursuant to the Securities Purchase Agreement, Array also separately entered into the following material agreements to sell spectrum assets. | Spectrum Licenses | Buyer | Purchase Price | Signing Date | Close Date | | --- | --- | --- | --- | --- | | (Dollars in thousands) | | | | | | AWS, Cellular and PCS | Verizon | $1,000,000 | October 17, 2024 | June 1, 2026 | | 3.45 GHz and 700 MHz | AT&T | $1,018,044 | November 6, 2024 | January 13, 2026 | | 700 MHz1 | T-Mobile | $74,800 | August 29, 2025 | May 5, 2026 | | 700 MHz1 | T-Mobile | $10,200 | August 29, 2025 | Estimated 2026 | | 600 MHz | T-Mobile | $86,387 | October 7, 2025 | May 12, 2026 | | 600 MHz2 | T-Mobile | $19,613 | June 5, 2026 | Estimated 2026 | 1 This license transaction involves multiple closing dates. The first group of spectrum licenses received regulatory approval and closed on May 5, 2026. The additional spectrum licenses remain subject to regulatory approval and other customary closing conditions. 2 This license transaction remains subject to regulatory approval and other customary closing conditions. See Note 6 — Acquisitions and Divestitures in the Notes to Consolidated Financial Statements for additional information related to the spectrum license transactions. The strategic alternatives review process is ongoing as Array works toward closing the remaining T-Mobile spectrum transactions signed during 2025 and 2026. Array also continues to seek to opportunistically monetize its remaining spectrum assets that are not subject to executed agreements. Recent Development On May 7, 2026, TDS delivered to the Array Board of Directors a letter setting forth a non-binding proposal to acquire all of the outstanding Array Common Shares that are not owned by TDS (the “Array Proposal”). A special committee of independent and disinterested directors of the Array Board of Directors has been formed to evaluate this proposal. For additional information on the Array Proposal, see TDS’ Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on May 8, 2026. In addition to the spectrum transactions at Array and the Array Proposal, TDS continues to explore opportunities to transform its business operations given the change in scale of the overall TDS organization following the divestiture of the wireless operations. Together, these initiatives are referred to as the strategic alternatives review throughout this report. TDS incurred third-party expenses related to the strategic alternatives review of $8.6 million and $9.8 million for the three and six months ended June 30, 2026, respectively, and $0.8 million and $2.1 million for the three and six months ended June 30, 2025, respectively, which are included in Selling, general and administrative expenses for continuing operations and excluded from Adjusted OIBDA and Adjusted EBITDA non-GAAP financial measures. Terms Used by TDS The following is a list of definitions of certain industry terms that are used throughout this document: - Adjusted EBITDA – non-GAAP metric referring to earnings before interest, taxes, depreciation, amortization and accretion, gains and losses and other specified items. See Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for additional information. - Adjusted OIBDA – non-GAAP measure referring to operating income before depreciation, amortization and accretion, gains and losses and other specified items. See Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for additional information. - Broadband Connections – refers to the individual customers provided internet access through various transmission technologies, including fiber, coaxial and copper. - Cable Markets – markets where TDS provides service as the cable provider using coaxial cable and fiber technologies. - Colocations – represents instances where a third-party leases space on a company-owned tower. - Enhanced Alternative Connect America Cost Model (E-ACAM) – a USF support mechanism for certain carriers, which provides revenue support through 2038. This support comes with an obligation to provide 100 megabits per second (Mbps) of download speed and 20 Mbps of upload speed (100/20 Mbps) to a certain number of locations. - Expansion Markets – markets utilizing fiber networks in areas where TDS does not serve as the cable or incumbent service provider. - Free Cash Flow – non-GAAP metric defined as Cash flows from operating activities less Cash paid for additions to property, plant and equipment and less Cash paid for software license agreements. See Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for additional information. - Incumbent Markets – markets where TDS is positioned as the traditional local telephone company. - IPTV – internet protocol television. - Residential Revenue per Connection – metric which is calculated by dividing total residential revenue by the average number of residential connections and by the number of months in the period. - Residential Fiber Churn Rate – represents the percentage of incumbent and expansion fiber connections that disconnected service each month. These rates represent the average monthly churn rate for each respective period. - Service Addresses – number of single residence homes, multi-dwelling units, and business locations that are capable of being connected to the TDS network, based on best available information. - Tower Tenancy Rate – calculated as total number of colocations divided by total number of towers. - Universal Service Fund (USF) – a system of telecommunications collected fees and support payments managed by the Federal Communications Commission (FCC) intended to promote universal access to telecommunications services in the United States. - Video Connections – represents the individual customers provided video services. - Voice Connections – refers to customer services that provide voice calling capability with the public switched telephone network, including both traditional wireline voice services and interconnected VoIP services delivered over broadband. - Wireless Connections – refers to an individual mobile line provisioned through TDS' mobile virtual network operator (MVNO) arrangement and delivered under the TDS-branded wireless offering. Results of Operations — TDS Consolidated The following discussion and analysis compares financial results for the three and six months ended June 30, 2026, to the three and six months ended June 30, 2025. | Line item | Three Months Ended June 30, | Six Months Ended June 30, | | --- | --- | --- | | | 2026 vs. 2025 | 2026 vs. 2025 | | (Dollars in thousands) | | | | Operating revenues | | | | TDS Telecom | $$(6)% | $$(5)% | | Array | 90% | 91% | | All Other1 | 34% | 31% | | Total operating revenues | 4% | 5% | | Operating expenses | | | | TDS Telecom | 2% | — | | Array | N/M | N/M | | All Other1 | 87% | 95% | | Total operating expenses | N/M | (84)% | | Operating income (loss) | | | | TDS Telecom | N/M | N/M | | Array | N/M | N/M | | All Other1 | N/M | N/M | | Total operating income (loss) | N/M | N/M | | Other income (expense) | | | | Equity in earnings of unconsolidated entities | (14)% | (1)% | | Interest and dividend income | N/M | N/M | | Interest expense | 61% | 69% | | Short-term imputed spectrum lease income | N/M | N/M | | Other, net | N/M | N/M | | Total other income | N/M | N/M | | Income (loss) before income taxes | N/M | N/M | | Income tax expense (benefit) | N/M | N/M | | Net income from continuing operations | N/M | N/M | | Less: Net income from continuing operations attributable to noncontrolling interests, net of tax | N/M | N/M | | Net income from continuing operations attributable to TDS shareholders | N/M | N/M | | Net income from discontinued operations | N/M | 15% | | Less: Net income from discontinued operations attributable to noncontrolling interests, net of tax | 42% | (29)% | | Net income from discontinued operations attributable to TDS shareholders | N/M | 34% | | Net income | N/M | N/M | | Less: Net income attributable to noncontrolling interests, net of tax | N/M | N/M | | Net income attributable to TDS shareholders | N/M | N/M | | TDS Preferred Share dividends | — | — | | Net income (loss) attributable to TDS common shareholders | N/M | N/M | | Adjusted OIBDA from continuing operations (Non-GAAP)2 | $$12% | $$33% | | Adjusted EBITDA from continuing operations (Non-GAAP)2 | $$16% | $$31% | | Capital expenditures from continuing operations3 | $$94% | N/M | 1Consists of corporate and other operations and intercompany eliminations. 2Refer to Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for a reconciliation of this measure. 3Refer to Liquidity and Capital Resources within this MD&A for additional information on Capital expenditures. Refer to individual segment discussions in this MD&A for additional details on operating revenues and expenses at the segment level. Equity in earnings of unconsolidated entities Equity in earnings of unconsolidated entities represents TDS' share of net income from entities in which it has a noncontrolling interest and that are accounted for using the equity method or the net asset value practical expedient. See Note 7 — Investments in Unconsolidated Entities in the Notes to Consolidated Financial Statements for additional information. Interest expense Interest expense decreased for the three and six months ended June 30, 2026 due primarily to the repayment of TDS debt facilities in August 2025 and January 2026, partially offset by the new term loan that Array entered into in August 2025 and a decrease in capitalized interest. Interest expense from continuing operations excludes interest costs in all periods associated with Array term loans repaid, and Array debt exchanged, in conjunction with the sale of Array's wireless operations to T-Mobile. See Market Risk for additional information regarding maturities of long-term debt and weighted average interest rates. Income tax expense (benefit) Income tax expense on continuing operations increased for the three and six months ended June 30, 2026, due primarily to the increase in Income before income taxes that resulted from the gains on license sales in the current period. Net income from continuing operations attributable to noncontrolling interests, net of tax | Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | | --- | --- | --- | --- | --- | | (Dollars in thousands) | | | | | | Array noncontrolling public shareholders’ | $60,545 | $2,564 | $93,038 | $3,350 | | Noncontrolling shareholders’ or partners’ | 2,787 | 379 | 3,105 | 1,317 | | Net income from continuing operations attributable to noncontrolling interests, net of tax | $63,332 | $2,943 | $96,143 | $4,667 | Net income from continuing operations attributable to noncontrolling interests, net of tax includes the noncontrolling public shareholders’ share of Array’s net income from continuing operations, the noncontrolling shareholders’ or partners’ share of certain Array subsidiaries’ net income from continuing operations and other TDS noncontrolling interests. Net income from discontinued operations attributable to TDS shareholders See Note 2 — Discontinued Operations in the Notes to Consolidated Financial Statements for additional information related to the components of Net income from discontinued operations. Earnings (Dollars in millions) Three Months Ended Net income increased due primarily to gains on the sale of wireless spectrum licenses, short-term imputed spectrum lease income, lower interest expense and higher interest and dividend income, partially offset by higher income tax expense. Adjusted EBITDA increased due primarily to higher interest and dividend income and higher operating revenues, partially offset by lower equity in earnings of unconsolidated entities. Six Months Ended Net income increased due primarily to gains on the sale of wireless spectrum licenses, short-term imputed spectrum lease income, lower interest expense, higher operating revenues and higher interest and dividend income, partially offset by higher income tax expense. Adjusted EBITDA increased due primarily to higher operating revenues, higher interest and dividend income and lower operating expenses. *Represents a non-GAAP financial measure. Refer to Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for a reconciliation of this measure. TDS TELECOM OPERATIONS Business Overview TDS Telecom owns, operates and invests in high-quality networks, services and products in a mix of small to mid-sized urban, suburban and rural communities throughout the United States. TDS Telecom is a wholly-owned subsidiary of TDS and provides a wide range of broadband, video, voice and wireless communications services to residential, commercial and wholesale customers, with a constant focus on delivering outstanding customer service. OPERATIONS - Serves 1.1 million connections in 30 states - Employs approximately 3,700 associates Operational Overview — TDS Telecom Total Service Address Mix As of June 30, TDS Telecom increased its service addresses 7% from a year ago to 1.9 million as of June 30, 2026 through footprint expansion. TDS Telecom serves 52% of incumbent service addresses with fiber. TDS Telecom offers 1Gig+ service to 80% of its total footprint as of June 30, 2026, compared to 75% a year ago. | | | | | | --- | --- | --- | --- | | As of or for the Quarter Ended June 30, | 2026 | 2025 | 2026 vs. 2025 | | Residential connections | | | | | Broadband | | | | | Incumbent Fiber | 134,300 | 121,200 | 11% | | Incumbent Copper | 77,700 | 106,500 | (27)% | | Expansion Fiber | 179,600 | 141,800 | 27% | | Cable | 176,100 | 188,200 | (6)% | | Total Broadband | 567,700 | 557,700 | 2% | | Video | 105,600 | 116,500 | (9)% | | Voice | 209,300 | 248,700 | (16)% | | Wireless | 8,100 | 1,600 | N/M | | Total Residential Connections | 890,700 | 924,500 | (4)% | | Commercial connections | 163,600 | 184,300 | (11)% | | Total connections | 1,054,200 | 1,108,800 | (5)% | | Total residential fiber net adds | 15,100 | 10,300 | 47% | | Total residential broadband net adds | 5,700 | 3,900 | 46% | | Residential fiber churn | 1.2% | 1.1% | | | Total residential broadband churn | 1.7% | 1.5% | | N/M - Percentage change not meaningful Numbers may not foot due to rounding. Total connections decreased due to declines in legacy voice and video products, as well as broadband connections in copper and cable markets, partially offset by growth in fiber markets and wireless connections. Divestitures in 2025 resulted in a decrease of 12,900 connections, including 5,300 residential broadband connections. Residential Broadband Connections by Speed As of June 30, Residential broadband customers continue to take higher speeds with 89% on 100 Mbps or higher products and 51% on 1Gig+ products. Residential Revenue per Connection Total residential revenue per connection increased by 1% for the three and six months ended June 30, 2026, due primarily to price increases, partially offset by promotional activity and customer product mix. Financial Overview — TDS Telecom The following discussion and analysis compares financial results for the three and six months ended June 30, 2026, to the three and six months ended June 30, 2025. | Line item | Three Months Ended June 30, | Six Months Ended June 30, | | --- | --- | --- | | | 2026 vs. 2025 | 2026 vs. 2025 | | (Dollars in thousands) | | | | Residential | | | | Incumbent | $$(10)% | $$(10)% | | Expansion | 25% | 26% | | Cable | (10)% | (10)% | | Total residential | (3)% | (3)% | | Commercial | (5)% | (5)% | | Wholesale | (19)% | (11)% | | Total service revenues | (6)% | (5)% | | Equipment revenues | (74)% | (71)% | | Total operating revenues | (6)% | (5)% | | Cost of operations (excluding Depreciation, amortization and accretion reported below) | 4% | — | | Cost of equipment and products | 2% | (40)% | | Selling, general and administrative | (4)% | (3)% | | Depreciation, amortization and accretion | 1% | 1% | | (Gain) loss on asset disposals, net | (20)% | (26)% | | (Gain) loss on sale of business and other exit costs, net | N/M | N/M | | (Gain) loss on license sales and exchanges, net | N/M | N/M | | Total operating expenses | 2% | — | | Operating income (loss) | N/M | N/M | | Net income (loss) | N/M | N/M | | Adjusted OIBDA (Non-GAAP)1 | $$(19)% | $$(12)% | | Adjusted EBITDA (Non-GAAP)1 | $$(21)% | $$(13)% | | Capital expenditures2 | $$99% | N/M | N/M - Percentage change not meaningful. 1Refer to Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for a reconciliation of this measure. 2Refer to Liquidity and Capital Resources within this MD&A for additional information on Capital expenditures. Operating Revenues Three Months Ended June 30, 2026 and 2025 (Dollars in millions) Operating Revenues Six Months Ended June 30, 2026 and 2025 (Dollars in millions) Residential revenues consist of: - Broadband services - Video services, including cloud-based video services, IPTV, traditional cable programming and satellite offerings - Voice services - Wireless services Commercial revenues consist of: - High-speed and dedicated business internet services - Video services - Voice services Wholesale revenues consist of: - Network access services primarily related to interexchange and wireless carriers for carrying data and voice traffic on TDS Telecom's networks - Federal and state regulatory support, including E-ACAM Key components of changes in the statement of operations items were as follows: Total operating revenues Residential revenues decreased for the three and six months ended June 30, 2026, due primarily to declines in legacy markets and divestitures, partially offset by growth in expansion markets and price increases. Commercial revenues decreased for the three and six months ended June 30, 2026, due primarily to declining connections in legacy markets and divestitures. Wholesale revenues decreased for the three and six months ended June 30, 2026, due primarily to divestitures, the continued decline of special access circuits and discrete reserve adjustments in the prior year. The 2025 divestitures contributed a decrease of $5.3 million in operating revenues from the comparable three months ended June 30, 2025 and a decrease of $11.2 million in operating revenues from the comparable six months ended June 30, 2025. Cost of operations Cost of operations increased for the three months ended June 30, 2026, due primarily to increased vehicle and plant costs, partially offset by lower video programming and employee-related costs. Selling, general and administrative Selling, general and administrative expenses decreased for the three months ended June 30, 2026, due primarily to decreases in regulatory fees and employee-related costs. Selling, general and administrative expenses decreased for the six months ended June 30, 2026, due primarily to decreases in regulatory fees, employee-related costs, and IT application costs, partially offset by higher bad debt expense and professional service costs. (Gain) loss on asset disposals, net Losses on asset disposals decreased for the three and six months ended June 30, 2026 due primarily to the write-off of cancelled projects in 2025. (Gain) loss on sale of business and other exit costs, net Gains on sale of business decreased for the three and six months ended June 30, 2026 due to the divestitures of certain markets in 2025. ARRAY OPERATIONS Business Overview Array connects America through digital infrastructure by leasing tower space to tenants and providing ancillary services. Array also holds noncontrolling interests in primarily wireless operating companies and holds certain wireless spectrum licenses. As of June 30, 2026, Array is an 81.9%-owned subsidiary of Telephone and Data Systems, Inc. (TDS). Towers Array seeks to grow tower revenue primarily through increasing colocations on existing towers and amendments to existing colocations. Array seeks to provide unique tower locations, attractive terms and streamlined implementation to wireless network operators, internet service providers, government and public safety agencies, broadcast and media companies, and other businesses. As of June 30, 2026, Array owns 4,456 towers in 19 states. Noncontrolling interest investments Array holds noncontrolling interests in primarily wireless operating companies that generate material amounts of income and cash distributions. These entities primarily consist of wireless entities managed by Verizon and AT&T. The noncontrolling entities that are managed by Array consist primarily of tower operations. Retained spectrum Array holds wireless spectrum that is subject to sale agreements described above, and additional wireless spectrum not subject to pending sale agreements that Array seeks to opportunistically monetize. As of June 30, 2026, the book value of the remaining spectrum not subject to pending sale agreements was $1,584.7 million and includes primarily C-Band spectrum. Array incurred costs related to the management of the retained spectrum of $2.1 million and $4.0 million as a standalone tower company during the three and six months ended June 30, 2026. OPERATIONS | As of June 30, 2026 | | | --- | --- | | Owned towers | 4,456 | | Number of colocations1 | 4,362 | | Tower tenancy rate1 | 0.98 | 1Includes T-Mobile MLA committed site minimum of 2,015. Excludes Interim Sites whereby T-Mobile is leasing up to 1,800 sites for a period of up to 30 months subject to the terms and conditions of the MLA. As of June 30, 2026, the Number of colocations and the Tower tenancy rate exclude DISH Wireless due to the low probability of fulfilling its lease commitments. See Financial Overview within this MD&A for additional information. Financial Overview — Array The following discussion and analysis compares financial results for the three and six months ended June 30, 2026, to the three and six months ended June 30, 2025. | Line item | Three Months Ended June 30, | Six Months Ended June 30, | | --- | --- | --- | | | 2026 vs. 2025 | 2026 vs. 2025 | | (Dollars in thousands) | | | | Operating revenues | | | | Site rental | $$95% | $$94% | | Services | (31)% | 12% | | Total operating revenues | 90% | 91% | | Operating expenses | | | | Cost of operations (excluding Depreciation, amortization and accretion reported below) | 21% | 26% | | Selling, general and administrative | 18% | (27)% | | Depreciation, amortization and accretion | 20% | 13% | | (Gain) loss on asset disposals, net | N/M | N/M | | (Gain) loss on license sales and exchanges, net | N/M | N/M | | Total operating expenses | N/M | N/M | | Operating income (loss) | N/M | N/M | | Other income (expense) | | | | Equity in earnings of unconsolidated entities | (17)% | (3)% | | Interest and dividend income | 74% | 68% | | Interest expense | N/M | N/M | | Short-term imputed spectrum lease income | N/M | N/M | | Other, net | N/M | N/M | | Total other income | 30% | 64% | | Income before income taxes | N/M | N/M | | Income tax expense | N/M | N/M | | Net income from continuing operations | N/M | N/M | | Adjusted OIBDA from continuing operations (Non-GAAP)1 | N/M | N/M | | Adjusted EBITDA from continuing operations (Non-GAAP)1 | $$56% | N/M | | Capital expenditures from continuing operations2 | $$(8)% | $$39% | N/M - Percentage change not meaningful 1Refer to Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for a reconciliation of this measure. 2Refer to Liquidity and Capital Resources within this MD&A for additional information on Capital expenditures. Key components of changes in the statement of operations items were as follows: Site rental revenues Site rental revenues increased for the three and six months ended June 30, 2026, primarily as a result of the execution of the T-Mobile MLA, pursuant to which T-Mobile leases space on an additional minimum 2,015 Array-owned towers, which were not under existing leases for T-Mobile, for a minimum of 15 years and leases space on approximately 1,800 Array-owned towers on an interim basis. The duration of the interim lease is 30 months, and T-Mobile may cancel such interim leases at their option on a tower-by-tower basis at any time. Array expects interim lease revenue, which was $6.7 million and $14.9 million for the three and six months ended June 30, 2026, respectively, to continue to decline in future periods as T-Mobile terminates these interim leases over the course of the 30-month integration period, which ends January 2028. Further, the MLA extended the license term for approximately 600 existing T-Mobile colocations on Array towers for a new 15-year term that commenced on August 1, 2025. This was partially offset by a $1.7 million and $6.0 million decrease in site rental revenues from DISH Wireless for the three and six months ended June 30, 2026, including a $2.9 million write-off of contractual assets and liabilities that was recorded in the first quarter of 2026. In September 2025, Array received a letter from DISH Wireless claiming that its obligations under its Master Lease Agreement with Array were excused due to actions taken by the FCC and subsequent agreements to sell spectrum assets. DISH Wireless subsequently failed to make certain payments due to Array under its contractual commitment. Beginning in the first quarter of 2026, Array is no longer recognizing revenue in connection with DISH. Site rental revenues from DISH Wireless were $6.5 million in 2025. In June 2026, DISH Wireless and other DISH entities filed for bankruptcy and Array is monitoring those proceedings. Cost of operations Cost of operations increased in the three and six months ended June 30, 2026 due primarily to a change in the classification of property tax and property insurance following the sale of the wireless business, an increase in maintenance expenses and an increase in cell site ground rent due to incremental expense related to customer growth, new leases, lease amendments and escalations. Selling, general and administrative Selling, general and administrative expenses increased for the three months ended June 30, 2026 due primarily to an increase in strategic alternatives review expenses, partially offset by a decrease in shared overhead costs and a change in the classification of property tax and property insurance following the sale of the wireless business. Selling, general and administrative expenses decreased for the six months ended June 30, 2026 due primarily to decreases in shared overhead costs and employee expenses and a change in the classification of property tax and property insurance following the sale of the wireless business, partially offset by an increase in strategic alternatives review expenses. Selling, general and administrative expenses in 2026 include costs to support the winddown of the legacy wireless operations. These expenses are expected to persist at a declining rate into future periods. (Gain) loss on asset disposals, net (Gain) loss on asset disposals, net increased for the three and six months ended June 30, 2026 due primarily to the disposal of assets no longer required to maintain certain spectrum licenses. (Gain) loss on license sales and exchanges, net (Gain) loss on license sales and exchanges, net increased for the three and six months ended June 30, 2026 due primarily to the sale of certain AWS, Cellular and PCS wireless spectrum licenses to Verizon in the second quarter of 2026 and the sale of certain 3.45 GHz and 700 MHz wireless spectrum licenses to AT&T in the first quarter of 2026. See Note 6 — Acquisitions and Divestitures in the Notes to Consolidated Financial Statements for additional information. Equity in earnings of unconsolidated entities Equity in earnings of unconsolidated entities represents Array’s share of net income from entities in which it has a noncontrolling interest and that are accounted for using the equity method or the net asset value practical expedient. See Note 7 — Investments in Unconsolidated Entities in the Notes to Consolidated Financial Statements for additional information. Interest expense Interest expense from continuing operations excludes interest costs in all periods associated with term loans repaid, and debt exchanged, in conjunction with the sale of Array's wireless operations to T-Mobile. As a result, the increase in interest expense for the three and six months ended June 30, 2026 is primarily attributable to the new term loan that Array entered into in August 2025 and a decrease in capitalized interest. Short-term imputed spectrum lease income Short-term imputed spectrum lease income increased for the three and six months ended June 30, 2026 due to the execution of the Short-Term Spectrum Manager Lease Agreement and Short-Term Spectrum Manager Sublease Agreements, which provide T-Mobile with an exclusive license to use certain Array spectrum assets and leases at no cost for up to one year from closing. The portion of the purchase price allocated to the use of this spectrum will be amortized over one year following the close. See Note 2 — Discontinued Operations in the Notes to Consolidated Financial Statements for additional information related to the spectrum leases. Income tax expense Income tax expense on continuing operations increased for the three and six months ended June 30, 2026, due primarily to the increase in Income before income taxes that resulted from the gains on license sales in the current period. Liquidity and Capital Resources Sources of Liquidity TDS believes that existing cash and investment balances, dividends, distributions from unconsolidated entities, expected cash flows from operating activities and funds available under its financing agreements will provide sufficient liquidity for TDS to meet its funding needs. TDS requires funding for, among other uses, day-to-day operations, capital expenditures, fiber deployments and E-ACAM builds, payment of dividends, debt service requirements, repurchases of shares and potential acquisitions of land, land easements or additional towers. Cash and Cash Equivalents Cash and cash equivalents include cash and money market investments. TDS does not have direct access to Array cash. In the second quarter of 2026, Array closed on various sales of certain wireless spectrum licenses to Verizon and T-Mobile for total proceeds of $1,167.6 million and expects a cash income tax liability on the transactions of approximately $170.0 million, most of which will be paid during the third quarter of 2026. Cash and Cash Equivalents (Dollars in millions) The majority of TDS’ Cash and cash equivalents are held in money market funds that purchase only debt issued by the U.S. Treasury or U.S. government agencies and bank deposit accounts. Refer to the Consolidated Cash Flow Analysis for additional information related to changes in Cash and cash equivalents. Financing Revolving Credit Agreements TDS and Array have unsecured revolving credit agreements with maximum borrowing capacities of $400.0 million and $100.0 million, respectively. Amounts under the agreements may be borrowed, repaid and reborrowed from time to time until maturity in December 2030. As of June 30, 2026, there were no outstanding borrowings under the agreements, except for letters of credit, and TDS' and Array's unused borrowing capacity was $399.5 million and $99.9 million, respectively. Term Loan Agreement As of June 30, 2026, Array has outstanding borrowings of $325.0 million under a term loan agreement with CoBank, ACB. The maturity date of the term loan is June 2030. Borrowings bear interest at a rate of Secured Overnight Financing Rate (SOFR) plus 2.50%. Export Credit Financing Agreement In January 2026, TDS repaid the entire outstanding borrowings under its term loan agreement with Export Development Canada of $150.0 million. Debt Covenants The TDS and Array revolving credit agreements and the Array term loan agreement with CoBank require TDS or Array, as applicable, to comply with certain affirmative and negative covenants, which include certain financial covenants that may restrict the borrowing capacity available. TDS and Array are required to maintain a Consolidated Leverage Ratio, as defined in the agreements, as of the end of any fiscal quarter at a level not to exceed 3.50 to 1.00. TDS and Array are also required to maintain the Consolidated Interest Coverage Ratio at a level not lower than 3.00 to 1.00 as of the end of any fiscal quarter. TDS and Array believe that they were in compliance as of June 30, 2026 with all such financial covenants. Capital Expenditures TDS makes substantial investments to acquire, construct and upgrade telecommunications networks and facilities to remain competitive and as a basis for creating long-term value for shareholders. In recent years, changes in technology have required substantial investments in TDS’ networks to remain competitive; this is expected to continue in 2026 and future years with the continued deployment of fiber for TDS Telecom. Capital expenditures for continuing operations (i.e., additions to property, plant and equipment), which include the effects of accruals and capitalized interest, for the six months ended June 30, 2026 and 2025, were as follows: Capital Expenditures (Dollars in millions) TDS Telecom’s capital expenditures for the six months ended June 30, 2026 and 2025, were $305.2 million and $149.1 million, respectively. Capital expenditures for the full year 2026 are expected to be between $625.0 million and $675.0 million. These expenditures are expected to be used principally for the following purposes: - Continue fiber deployment in expansion markets and to meet E-ACAM build-out requirements; - Support broadband growth and success-based spending; and - Maintain and enhance existing infrastructure. Array's capital expenditures for the six months ended June 30, 2026 and 2025, were $12.5 million and $9.1 million, respectively. Array's capital expenditures for 2026 are expected to be between $25.0 million and $35.0 million. These capital expenditures are expected to be used for purchases of land interests which are opportunistic in nature, tower maintenance, tower builds and one-time costs of migrating the tower light monitoring function to Array's long-term solution. TDS intends to finance its capital expenditures for 2026 using existing cash balances and cash flows from operating activities. Acquisitions and Divestitures TDS is engaged and may in the future be engaged in negotiations (subject to all applicable regulations) relating to the acquisition or divestiture of companies, properties and assets. In general, TDS does not disclose such transactions until there is a definitive agreement. See Note 6 — Acquisitions and Divestitures in the Notes to Consolidated Financial Statements for additional information related to acquisitions and divestitures. Other Obligations TDS will require capital for future spending on existing contractual obligations, including long-term debt obligations; preferred stock dividend obligations; lease commitments; E-ACAM obligations; tax payments related to announced wireless spectrum license transactions; and acquisitions. Refer to Liquidity and Capital Resources within this MD&A for additional information. Dividends TDS paid quarterly dividends per outstanding share of $0.04 in the second quarter of 2026 and 2025. It is uncertain at this time how the outcome of the strategic review process for Array, TDS' available opportunities to reinvest in its businesses, or TDS' ongoing liquidity needs, may impact the decisions of the TDS Board of Directors regarding the declaration of future cash dividends. TDS paid quarterly dividends per outstanding Series UU depositary share (each representing 1/1,000th of a Preferred Share) of $0.414 in the second quarter of 2026 and 2025. TDS paid quarterly dividends per outstanding Series VV depositary share (each representing 1/1,000th of a Preferred Share) of $0.375 in the second quarter of 2026 and 2025. Array has not paid any regular cash dividends in past periods. In conjunction with the close of the transaction of the sale of spectrum licenses to AT&T on January 13, 2026, on this same date, the Array Board of Directors declared a special dividend per Common and Series A outstanding share of $10.25 for shareholders of record on January 23, 2026, which was paid on February 2, 2026 for a total amount of $885.5 million. TDS received its pro-rata share of the $10.25 per share special dividend in the amount of $725.6 million. In conjunction with the close of the transaction of the sale of spectrum licenses to Verizon on June 1, 2026, on this same date, the Array Board of Directors declared a special dividend per Common and Series A outstanding share of $11.00 for shareholders of record on June 11, 2026, which was paid on June 25, 2026 for a total amount of $951.3 million. TDS received its pro-rata share of the $11.00 per share special dividend in the amount of $778.7 million. Consolidated Cash Flow Analysis The following discussion summarizes TDS' cash flow activities for the six months ended June 30, 2026 and 2025. Cash flows may fluctuate from quarter to quarter and year to year due to timing and other factors. This discussion is intended to highlight the significant changes and is not intended to fully reconcile the changes. 2026 Commentary TDS’ Cash, cash equivalents and restricted cash increased $1,428.1 million. Net cash provided by operating activities related to continuing operations was $151.1 million due to net income of $520.7 million adjusted for non-cash items of $562.2 million, distributions received from unconsolidated entities of $66.6 million, including $26.1 million in distributions from the LA Partnership, and changes in working capital items which increased net cash by $126.0 million. The working capital changes were primarily driven by the timing of tax payments on the sale of spectrum licenses, partially offset by the payment of associate bonuses and deferred revenue related to spectrum leases. Cash flows used in operating activities related to discontinued operations were $28.0 million. Cash flows provided by investing activities related to continuing operations were $1,872.2 million, due primarily to cash received from divestitures of $2,188.2 million, partially offset by payments for property, plant and equipment of $317.9 million. There were no cash flows provided by investing activities related to discontinued operations. Cash flows used for financing activities related to continuing operations were $567.2 million, due primarily to the payment of $332.5 million in Array dividends to noncontrolling public shareholders, repayments on TDS long-term debt agreements of $150.7 million, the payment of $43.8 million in TDS dividends and tax withholdings, net of cash receipts, for TDS and Array stock-based compensation awards of $36.3 million. There were no cash flows used for financing activities related to discontinued operations. 2025 Commentary TDS’ Cash, cash equivalents and restricted cash increased $176.0 million. Net cash provided by operating activities related to continuing operations was $126.0 million due to net income of $10.0 million adjusted for non-cash items of $93.8 million and distributions received from unconsolidated entities of $87.9 million, including $34.3 million in distributions from the LA Partnership. Distributions from certain equity method investments operated by Verizon included a special distribution of $25.3 million related to proceeds received by Verizon managed entities related to Verizon's tower transaction with Vertical Bridge that closed in December 2024. The changes in working capital items decreased net cash by $65.8 million. The working capital changes were primarily driven by the payment of associate bonuses and an increase in receivable balances. Cash flows provided by operating activities related to discontinued operations were $481.3 million. Cash flows used for investing activities related to continuing operations were $128.0 million, due primarily to payments for property, plant and equipment of $150.5 million, partially offset by cash received from divestitures of $24.2 million. Cash flows used for investing activities related to discontinued operations were $135.6 million. Cash flows used for financing activities related to continuing operations were $148.0 million, due primarily to tax withholdings, net of cash receipts, for TDS and Array stock-based compensation awards of $59.7 million, the payment of $43.8 million in TDS dividends, the repurchase of Array Common Shares of $21.4 million, and repayments on TDS and Array long-term debt agreements of $17.1 million. Cash flows used for financing activities related to discontinued operations were $19.7 million. Consolidated Balance Sheet Analysis The following discussion addresses certain captions in the consolidated balance sheet and changes therein. This discussion is intended to highlight the significant changes and is not intended to fully reconcile the changes. Notable balance sheet changes during 2026 were as follows: Non-current assets held for sale Non-current assets held for sale decreased $1,550.7 million due primarily to the sale of wireless spectrum licenses to AT&T, Verizon and T-Mobile in 2026. See Note 6 — Acquisitions and Divestitures in the Notes to Consolidated Financial Statements for additional information. Customer deposits and deferred revenues Customer deposits and deferred revenues decreased $58.9 million due primarily to the recognition of the deferral of a portion of the T-Mobile purchase price related to T-Mobile's use of certain spectrum assets at no cost for up to one year from closing. See Note 2 — Discontinued Operations in the Notes to Consolidated Financial Statements for additional information. Accrued taxes Accrued taxes increased $213.4 million due primarily to the taxable gain on the sale of wireless spectrum licenses to AT&T, Verizon and T-Mobile in 2026. Accrued compensation Accrued compensation decreased $16.4 million due primarily to associate bonus payments in March 2026. Deferred income tax liability, net Deferred income tax liability, net decreased $142.7 million due primarily to reversals of temporary differences related to prior amortization of wireless spectrum licenses, triggered by the sale of wireless spectrum licenses to AT&T, Verizon and T-Mobile during 2026. Long-term debt, net Long-term debt, net decreased $152.7 million due primarily to the repayment of the TDS export credit financing agreement. Supplemental Information Relating to Non-GAAP Financial Measures TDS sometimes uses information derived from consolidated financial information but not presented in its financial statements prepared in accordance with GAAP to evaluate the performance of its business. Specifically, TDS has referred to the following measures in this report: - EBITDA - Adjusted EBITDA - Adjusted OIBDA - Free cash flow These measures are considered “non-GAAP financial measures” under U.S. Securities and Exchange Commission Rules. Following are explanations of each of these measures. EBITDA, Adjusted EBITDA and Adjusted OIBDA EBITDA, Adjusted EBITDA and Adjusted OIBDA are defined as Net income (loss) from continuing operations adjusted for the items set forth in the reconciliation below. EBITDA, Adjusted EBITDA and Adjusted OIBDA are not measures of financial performance under GAAP and should not be considered as alternatives to Net income (loss) from continuing operations or Cash flows from operating activities - continuing operations, as indicators of cash flows or as measures of liquidity. TDS does not intend to imply that any such items set forth in the reconciliation below are non-recurring, infrequent or unusual; such items may occur in the future. Adjusted EBITDA is a segment measure reported to the chief operating decision maker for purposes of assessing the segments' performance. See Note 11 — Business Segment Information in the Notes to Consolidated Financial Statements for additional information. Management uses Adjusted EBITDA and Adjusted OIBDA as measurements of profitability, and therefore reconciliations to applicable GAAP income measures are deemed appropriate. Management believes Adjusted EBITDA and Adjusted OIBDA are useful measures of TDS’ operating results before significant recurring non-cash charges, nonrecurring expenses, gains and losses, and other items as presented below as it provides additional relevant and useful information to investors and other users of TDS’ financial data in evaluating the effectiveness of its operations and underlying business trends in a manner that is consistent with management’s evaluation of business performance. Adjusted EBITDA shows adjusted earnings before interest, taxes, depreciation, amortization and accretion, gains and losses, expenses related to the strategic alternatives review and short-term imputed spectrum lease income, while Adjusted OIBDA reduces this measure further to exclude Equity in earnings of unconsolidated entities and Interest and dividend income in order to more effectively show the performance of operating activities excluding investment activities. The following tables reconcile EBITDA, Adjusted EBITDA and Adjusted OIBDA to the corresponding GAAP measures, Net income (loss) from continuing operations and/or Operating income (loss). | TDS - CONSOLIDATED | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | | --- | --- | --- | --- | --- | | (Dollars in thousands) | | | | | | Net income from continuing operations (GAAP) | $341,287 | $14,208 | $520,713 | $10,001 | | Add back: | | | | | | Income tax expense (benefit) | 106,410 | (4,224) | 160,819 | (12,347) | | Interest expense | 11,388 | 29,166 | 16,709 | 53,074 | | Depreciation, amortization and accretion | 88,777 | 86,022 | 174,720 | 170,349 | | EBITDA (Non-GAAP) | 547,862 | 125,172 | 872,961 | 221,077 | | Add back or deduct: | | | | | | Expenses related to strategic alternatives review | 8,648 | 758 | 9,796 | 2,059 | | (Gain) loss on asset disposals, net | 8,769 | 5,906 | 10,579 | 7,795 | | (Gain) loss on sale of business and other exit costs, net | — | (7,879) | 1,562 | (8,877) | | (Gain) loss on license sales and exchanges, net | (402,280) | (3,700) | (553,158) | (4,800) | | Short-term imputed spectrum lease income | (23,770) | — | (57,970) | — | | Adjusted EBITDA (Non-GAAP) | 139,229 | 120,257 | 283,770 | 217,254 | | Deduct: | | | | | | Equity in earnings of unconsolidated entities | 37,126 | 42,952 | 79,028 | 79,471 | | Interest and dividend income | 19,631 | 6,110 | 33,417 | 12,381 | | Other, net | 5,346 | 2,395 | 10,796 | 5,117 | | Adjusted OIBDA (Non-GAAP) | 77,126 | 68,800 | 160,529 | 120,285 | | Deduct: | | | | | | Depreciation, amortization and accretion | 88,777 | 86,022 | 174,720 | 170,349 | | Expenses related to strategic alternatives review | 8,648 | 758 | 9,796 | 2,059 | | (Gain) loss on asset disposals, net | 8,769 | 5,906 | 10,579 | 7,795 | | (Gain) loss on sale of business and other exit costs, net | — | (7,879) | 1,562 | (8,877) | | (Gain) loss on license sales and exchanges, net | (402,280) | (3,700) | (553,158) | (4,800) | | Operating income (loss) (GAAP) | $373,212 | $(12,307) | $517,030 | $(46,241) | | TDS TELECOM | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | | --- | --- | --- | --- | --- | | (Dollars in thousands) | | | | | | Net income (loss) (GAAP) | $(4,993) | $16,084 | $(3,946) | $19,611 | | Add back: | | | | | | Income tax expense (benefit) | (1,909) | 2,174 | (3,998) | 3,309 | | Interest expense | 332 | (960) | 175 | (2,424) | | Depreciation, amortization and accretion | 73,585 | 73,137 | 146,142 | 144,577 | | EBITDA (Non-GAAP) | 67,015 | 90,435 | 138,373 | 165,073 | | Add back or deduct: | | | | | | Expenses related to strategic alternatives review | — | — | 87 | — | | (Gain) loss on asset disposals, net | 4,960 | 6,206 | 5,792 | 7,868 | | (Gain) loss on sale of business and other exit costs, net | — | (8,104) | 1,562 | (8,080) | | (Gain) loss on license sales and exchanges, net | (1,600) | — | (1,600) | — | | Adjusted EBITDA (Non-GAAP) | 70,375 | 88,537 | 144,214 | 164,861 | | Deduct: | | | | | | Interest and dividend income | 463 | 1,693 | 1,608 | 3,094 | | Other, net | 1,245 | 1,633 | 2,633 | 3,571 | | Adjusted OIBDA (Non-GAAP) | 68,667 | 85,211 | 139,973 | 158,196 | | Deduct: | | | | | | Depreciation, amortization and accretion | 73,585 | 73,137 | 146,142 | 144,577 | | Expenses related to strategic alternatives review | — | — | 87 | — | | (Gain) loss on asset disposals, net | 4,960 | 6,206 | 5,792 | 7,868 | | (Gain) loss on sale of business and other exit costs, net | — | (8,104) | 1,562 | (8,080) | | (Gain) loss on license sales and exchanges, net | (1,600) | — | (1,600) | — | | Operating income (loss) (GAAP) | $(8,278) | $13,972 | $(12,010) | $13,831 | | ARRAY | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | | --- | --- | --- | --- | --- | | (Dollars in thousands) | | | | | | Net income from continuing operations (GAAP) | $337,447 | $15,099 | $517,472 | $20,583 | | Add back: | | | | | | Income tax expense | 115,870 | 8,415 | 168,268 | 8,222 | | Interest expense | 10,860 | 3,711 | 18,040 | 7,378 | | Depreciation, amortization and accretion | 14,428 | 11,999 | 27,032 | 23,992 | | EBITDA (Non-GAAP) | 478,605 | 39,224 | 730,812 | 60,175 | | Add back or deduct: | | | | | | Expenses related to strategic alternatives review | 7,391 | 715 | 7,578 | 1,860 | | (Gain) loss on asset disposals, net | 3,809 | (313) | 4,713 | (87) | | (Gain) loss on license sales and exchanges, net | (409,833) | (3,700) | (566,468) | (4,800) | | Short-term imputed spectrum lease income | (23,770) | — | (57,970) | — | | Adjusted EBITDA (Non-GAAP) | 56,202 | 35,926 | 118,665 | 57,148 | | Deduct: | | | | | | Equity in earnings of unconsolidated entities | 34,726 | 41,714 | 75,135 | 77,641 | | Interest and dividend income | 6,431 | 3,701 | 10,653 | 6,358 | | Other, net | (13) | — | (26) | — | | Adjusted OIBDA (Non-GAAP) | 15,058 | (9,489) | 32,903 | (26,851) | | Deduct: | | | | | | Depreciation, amortization and accretion | 14,428 | 11,999 | 27,032 | 23,992 | | Expenses related to strategic alternatives review | 7,391 | 715 | 7,578 | 1,860 | | (Gain) loss on asset disposals, net | 3,809 | (313) | 4,713 | (87) | | (Gain) loss on license sales and exchanges, net | (409,833) | (3,700) | (566,468) | (4,800) | | Operating income (loss) (GAAP) | $399,263 | $(18,190) | $560,048 | $(47,816) | Free Cash Flow The following table presents Free cash flow from continuing operations, which is defined as Cash flows from operating activities less Cash paid for additions to property, plant and equipment and Cash paid for software license agreements. Free cash flow is a non-GAAP financial measure which TDS believes may be useful to investors and other users of its financial information in evaluating liquidity, specifically, the amount of net cash generated by continuing business operations after deducting Cash paid for additions to property, plant and equipment and Cash paid for software license agreements. | TDS - CONSOLIDATED | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | | --- | --- | --- | | (Dollars in thousands) | | | | Cash flows from operating activities - continuing operations (GAAP) | $151,065 | $125,959 | | Cash paid for additions to property, plant and equipment | (317,919) | (150,482) | | Cash paid for software license agreements | (1,180) | (839) | | Free cash flow - continuing operations (Non-GAAP) | $(168,034) | $(25,362) | Application of Critical Accounting Policies and Estimates TDS prepares its consolidated financial statements in accordance with GAAP. TDS’ significant accounting policies are discussed in detail in Note 1 — Summary of Significant Accounting Policies and Recent Accounting Pronouncements, Note 3 — Revenue Recognition and Note 11 — Leases in the Notes to Consolidated Financial Statements included in TDS' Form 10-K for the year ended December 31, 2025. TDS’ application of critical accounting policies and estimates is discussed in detail in Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in TDS’ Form 10-K for the year ended December 31, 2025. Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement This Form 10-Q, including exhibits, contains statements that are not based on historical facts and represent forward-looking statements, as this term is defined in the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, that address activities, events or developments that TDS intends, expects, projects, believes, estimates, plans or anticipates will or may occur in the future are forward-looking statements. The words “believes,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “projects” and similar expressions are intended to identify these forward-looking statements, but are not the exclusive means of identifying them. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be significantly different from any future results, events or developments expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors include, but are not limited to, those set forth below, as more fully described under “Risk Factors” in TDS' Form 10-K for the year ended December 31, 2025 and in this Form 10-Q. Each of the following risks could have a material adverse effect on TDS’ business, financial condition or results of operations. However, such factors are not necessarily all of the important factors that could cause actual results, performance or achievements to differ materially from those expressed in, or implied by, the forward-looking statements contained in this document. Other unknown or unpredictable factors also could have material adverse effects on future results, performance or achievements. TDS undertakes no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise. You should carefully consider the following factors and other information contained in, or incorporated by reference into, this Form 10-Q to understand the material risks relating to TDS’ business, financial condition or results of operations. Announced Transactions and Strategic Alternatives Review Risk Factors - Closing of the T-Mobile transaction occurred on August 1, 2025, and has required substantial changes to the manner in which Array’s remaining business is conducted, which could have a material adverse effect on Array's financial condition and results of operations. - Array entered into License Purchase Agreements with T-Mobile to sell certain wireless spectrum licenses. There is no guarantee that such transactions contemplated by the License Purchase Agreements will be consummated. Costs and uncertainties related to these transactions could have adverse effects on Array's financial condition or results of operations. - On May 7, 2026, TDS delivered to the Array Board of Directors a non-binding proposal to acquire all of the outstanding Array Common Shares that are not owned by TDS. There can be no guarantee whether any transaction will be accepted, rejected, consummated or abandoned. Further, the proposal (whether accepted, rejected, consummated or abandoned) could result in adverse effects on TDS’ business, financial condition or results of operations. Operational Risk Factors - An inability to monetize the remaining spectrum assets as well as the ongoing costs to retain the spectrum could adversely affect TDS’ operations. - A delay or failure by TDS to complete significant network construction and systems implementation activities as part of its plans to expand and improve the quality and capacity of its network and support systems could adversely affect its operations. - Increasing competition in the wireline industry, including fixed wireless and satellites, and in the tower industry could adversely affect TDS’ revenues, negatively impact future growth and increase its costs to compete. - There are economic and business risks associated with fixed rate annual escalators on Array's colocation revenue contracts. - A substantial portion of Array revenues are derived from a small number of tenants concentrated in the wireless industry and the loss or financial difficulties of such tenants may adversely affect Array’s business, financial condition, results of operations and future growth. Array is particularly reliant on its relationship with T-Mobile. DISH Wireless has failed to make certain payments due to Array under their contractual commitment. Lower demand for wireless services, negative trends in the wireless industry or changes in customer business models may decrease the revenues Array receives from its tenants, which could adversely affect Array’s business, financial condition, results of operations and future growth. - TDS’ lack of scale relative to larger competitors that may have greater financial and other resources than TDS could cause TDS to be unable to compete successfully, which could adversely affect its business, financial condition or results of operations. - Inability to protect TDS’ real estate rights, with respect to land leases, could have an adverse effect on TDS’ business, financial condition or results of operations. - TDS’ business, financial condition or results of operations may be adversely impacted by extreme weather events, climate-related events, natural disasters (including wildfires) and other unforeseen events. - An inability to attract people of outstanding talent throughout all levels of the organization, to develop their potential through education and assignments, and to retain them by keeping them engaged, challenged and properly rewarded could have an adverse effect on TDS' business, financial condition or results of operations. - Changes in various business factors, including changes in demand, consumer preferences and perceptions, price competition, cost increases and other factors, could have an adverse effect on TDS’ business, financial condition or results of operations. - Advances or changes in technology could render certain technologies used by TDS obsolete, could put TDS at a competitive disadvantage, could reduce TDS’ revenues or could increase its costs of doing business. Artificial intelligence advancements may put TDS at a competitive disadvantage, in particular if TDS is not able to keep pace with its competitors, which could have an adverse effect on TDS' business, financial condition or results of operations. - Costs, integration problems or other factors associated with acquisitions or divestitures and/or expansion of TDS’ businesses could have an adverse effect on TDS’ business, financial condition or results of operations. - Difficulties involving third parties TDS does business with, including changes in the relationship with TDS or financial or operational difficulties, including supply chain disruptions of key suppliers, could adversely affect TDS’ business, financial condition or results of operations. - A failure by TDS to maintain flexible and capable telecommunication networks or information technologies, or a material disruption thereof, could have an adverse effect on TDS’ business, financial condition or results of operations. Financial Risk Factors - Uncertainty in TDS’ or Array's future cash flow and liquidity, their level of indebtedness or their inability to access capital, deterioration in the capital markets, changes in interest rates, changes in TDS' or Array’s credit ratings or other factors could limit or restrict the availability of financing on terms and prices acceptable to TDS, which may require TDS to reduce or delay its construction, development or acquisition programs, divest assets, and/or reduce or cease share repurchases and/or the payment of common shareholder dividends. - TDS’ assets and revenue are concentrated primarily in the U.S. telecommunications industry. Consequently, its operating results may fluctuate based on factors related primarily to conditions in this industry. - TDS has significant investments in wireless operating entities that it does not control. Losses in the value of or cash flows from such investments could have an adverse effect on TDS’ financial condition, cash flows or results of operations. Regulatory, Legal and Governance Risk Factors - Failure by TDS to timely or fully comply with any existing applicable legislative and/or regulatory requirements or changes thereto could adversely affect TDS’ business, financial condition or results of operations. - TDS' receipt of financial support through various government programs for its deployment of telecommunications and broadband networks and services, its ability to properly calculate and pay fees and surcharges for its services, and its ability to continue to pass through and collect from its customers certain of those fees and surcharges is subject to uncertainty, the result of which could have an adverse effect on TDS’ business, financial condition or results of operations. - Settlements, judgments, restraints on its current or future manner of doing business and/or costs resulting from pending and future legal and policy proceedings could have an adverse effect on TDS’ business, financial condition or results of operations. - Certain matters, such as control by the TDS Voting Trust and provisions in the TDS Restated Certificate of Incorporation, may serve to discourage or make more difficult a change in control of TDS or have other consequences. General Risk Factors - TDS has experienced, and in the future expects to experience, cyber-attacks or other breaches of network or information technology security of varying degrees on a regular basis, which could have an adverse effect on TDS' business, financial condition or results of operations. - Disruption in credit or other financial markets, a deterioration of U.S. or global economic conditions or other events could, among other things, impede TDS’ access to or increase the cost of financing its operating and investment activities and/or result in reduced revenues and lower operating income and cash flows, which would have an adverse effect on TDS’ business, financial condition or results of operations. Risk Factors In addition to the information set forth in this Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in TDS’ Form 10-K for the year ended December 31, 2025, which could materially affect TDS’ business, financial condition or future results. The risks described in this Form 10-Q and the Form 10-K for the year ended December 31, 2025, may not be the only risks that could affect TDS. Additional unidentified or unrecognized risks and uncertainties could materially adversely affect TDS’ business, financial condition and/or operating results. The following additional risk factor should be read in conjunction with the risk factors previously disclosed in TDS’ Annual Report on Form 10-K for the year ended December 31, 2025. Announced Transactions and Strategic Alternatives Review Risk Factors On May 7, 2026, TDS delivered to the Array Board of Directors a non-binding proposal to acquire all of the outstanding Array Common Shares that are not owned by TDS. There can be no guarantee whether any transaction will be accepted, rejected, consummated or abandoned. Further, the proposal (whether accepted, rejected, consummated or abandoned) could result in adverse effects on TDS’ business, financial condition or results of operations. On May 7, 2026, TDS delivered to the Array Board of Directors a letter setting forth a non-binding proposal to acquire all of the outstanding Array Common Shares that are not owned by TDS. For additional information, see TDS’ Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on May 8, 2026. There is no guarantee that any definitive agreement will be entered into or that any transaction will be accepted, rejected, consummated or abandoned, and the terms of any such transaction may differ materially from those originally proposed by TDS. The uncertainty regarding the proposal (whether accepted, rejected, consummated or abandoned) could result in: a diversion of management's attention from TDS’ existing business; a failure to achieve financial and operating objectives; adverse effects on TDS' financial condition or results of operations; a failure to retain key personnel, customers, business partners or contracts; and volatility in TDS' stock price. In addition, the proposal (whether accepted, rejected, consummated or abandoned) may result in the incurrence of significant expenses. Quantitative and Qualitative Disclosures About Market Risk Market Risk As of June 30, 2026, approximately 50% of TDS' long-term debt was in fixed-rate senior notes and approximately 50% in variable-rate debt. Fluctuations in market interest rates can lead to volatility in the fair value of fixed-rate notes and interest expense on variable-rate debt. The following table presents the scheduled principal payments on long-term debt, lease obligations, and the related weighted average interest rates by maturity dates at June 30, 2026. | Line item | Principal Payments Due by Period / Long-Term Debt and Lease Obligations1 | Principal Payments Due by Period / Weighted-Avg. Interest Rates on Long-Term Debt Obligations2 | | --- | --- | --- | | (Dollars in thousands) | | | | Remainder of 2026 | $4,760 | 6.2% | | 2027 | 9,074 | 6.2% | | 2028 | 8,566 | 6.1% | | 2029 | 12,647 | 6.1% | | 2030 | 293,105 | 6.2% | | Thereafter | 365,986 | 5.9% | | Total | $694,138 | 6.0% | 1The total long-term debt obligation differs from Long-term debt in the Consolidated Balance Sheet due to unamortized debt issuance costs on all non-revolving debt instruments and unamortized discounts related to Array's 6.7% Senior Notes. 2Represents the weighted average stated interest rates at June 30, 2026, for debt maturing in the respective periods. See Note 4 — Fair Value Measurements in the Notes to Consolidated Financial Statements for additional information related to the fair value of TDS’ Long-term debt as of June 30, 2026. Financial Statements **Telephone and Data Systems, Inc.** ### Consolidated Statement of Operations _(Unaudited)_ | Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | | --- | --- | --- | --- | --- | | (Dollars and shares in thousands, except per share amounts) | | | | | | Operating revenues | | | | | | Services | $249,179 | $265,128 | $499,600 | $521,744 | | Site rental | 53,175 | 27,230 | 104,199 | 53,825 | | Equipment and product sales | 6,927 | 6,183 | 14,932 | 13,405 | | Total operating revenues | 309,281 | 298,541 | 618,731 | 588,974 | | Operating expenses | | | | | | Cost of operations (excluding Depreciation, amortization and accretion reported below) | 124,031 | 116,395 | 242,773 | 233,602 | | Cost of equipment and products | 5,294 | 5,500 | 11,040 | 12,127 | | Selling, general and administrative | 111,478 | 108,604 | 214,185 | 225,019 | | Depreciation, amortization and accretion | 88,777 | 86,022 | 174,720 | 170,349 | | (Gain) loss on asset disposals, net | 8,769 | 5,906 | 10,579 | 7,795 | | (Gain) loss on sale of business and other exit costs, net | — | (7,879) | 1,562 | (8,877) | | (Gain) loss on license sales and exchanges, net | (402,280) | (3,700) | (553,158) | (4,800) | | Total operating expenses | (63,931) | 310,848 | 101,701 | 635,215 | | Operating income (loss) | 373,212 | (12,307) | 517,030 | (46,241) | | Other income (expense) | | | | | | Equity in earnings of unconsolidated entities | 37,126 | 42,952 | 79,028 | 79,471 | | Interest and dividend income | 19,631 | 6,110 | 33,417 | 12,381 | | Interest expense | (11,388) | (29,166) | (16,709) | (53,074) | | Short-term imputed spectrum lease income | 23,770 | — | 57,970 | — | | Other, net | 5,346 | 2,395 | 10,796 | 5,117 | | Total other income | 74,485 | 22,291 | 164,502 | 43,895 | | Income (loss) before income taxes | 447,697 | 9,984 | 681,532 | (2,346) | | Income tax expense (benefit) | 106,410 | (4,224) | 160,819 | (12,347) | | Net income from continuing operations | 341,287 | 14,208 | 520,713 | 10,001 | | Less: Net income from continuing operations attributable to noncontrolling interests, net of tax | 63,332 | 2,943 | 96,143 | 4,667 | | Net income from continuing operations attributable to TDS shareholders | 277,955 | 11,265 | 424,570 | 5,334 | | Net income from discontinued operations | 25,071 | 3,578 | 22,683 | 19,749 | | Less: Net income from discontinued operations attributable to noncontrolling interests, net of tax | 4,660 | 3,272 | 4,292 | 6,041 | | Net income from discontinued operations attributable to TDS shareholders | 20,411 | 306 | 18,391 | 13,708 | | Net income | 366,358 | 17,786 | 543,396 | 29,750 | | Less: Net income attributable to noncontrolling interests, net of tax | 67,992 | 6,215 | 100,435 | 10,708 | | Net income attributable to TDS shareholders | 298,366 | 11,571 | 442,961 | 19,042 | | TDS Preferred Share dividends | 17,306 | 17,306 | 34,613 | 34,613 | | Net income (loss) attributable to TDS common shareholders | $281,060 | $(5,735) | $408,348 | $(15,571) | **Telephone and Data Systems, Inc.** ### Consolidated Statement of Operations _(Unaudited)_ | Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | | --- | --- | --- | --- | --- | | (Dollars and shares in thousands, except per share amounts) | | | | | | Basic weighted average shares outstanding | 114,500 | 115,229 | 114,193 | 114,908 | | Basic earnings (loss) per share from continuing operations attributable to TDS common shareholders | $2.28 | $(0.05) | $3.42 | $(0.25) | | Basic earnings per share from discontinued operations attributable to TDS common shareholders | $0.17 | — | $0.16 | $0.11 | | Basic earnings (loss) per share attributable to TDS common shareholders | $2.45 | $(0.05) | $3.58 | $(0.14) | | Diluted weighted average shares outstanding | 116,291 | 115,229 | 116,465 | 114,908 | | Diluted earnings (loss) per share from continuing operations attributable to TDS common shareholders | $2.24 | $(0.05) | $3.35 | $(0.26) | | Diluted earnings per share from discontinued operations attributable to TDS common shareholders | $0.18 | — | $0.15 | $0.12 | | Diluted earnings (loss) per share attributable to TDS common shareholders | $2.42 | $(0.05) | $3.50 | $(0.14) | The accompanying notes are an integral part of these consolidated financial statements. **Telephone and Data Systems, Inc.Consolidated Statement of Cash Flows (Unaudited)** | Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | | --- | --- | --- | | (Dollars in thousands) | | | | Cash flows from operating activities | | | | Net income | $543,396 | $29,750 | | Net income from discontinued operations | 22,683 | 19,749 | | Net income from continuing operations | 520,713 | 10,001 | | Add (deduct) adjustments to reconcile net income to net cash flows from operating activities | | | | Depreciation, amortization and accretion | 174,720 | 170,349 | | Bad debts expense | 5,122 | 2,994 | | Stock-based compensation expense | 8,428 | 17,502 | | Deferred income taxes, net | (130,935) | (14,312) | | Equity in earnings of unconsolidated entities | (79,028) | (79,471) | | Distributions from unconsolidated entities | 66,553 | 87,938 | | (Gain) loss on asset disposals, net | 10,579 | 7,795 | | (Gain) loss on sale of business and other exit costs, net | 1,562 | (8,877) | | (Gain) loss on license sales and exchanges, net | (553,158) | (4,800) | | Other operating activities | 487 | 2,619 | | Changes in assets and liabilities from operations | | | | Accounts receivable | (3,896) | (17,607) | | Inventory | 287 | 212 | | Accounts payable | 6,732 | 415 | | Customer deposits and deferred revenues | (57,165) | (724) | | Accrued taxes | 232,212 | (1,911) | | Accrued interest | (563) | (604) | | Other assets and liabilities | (51,585) | (45,560) | | Net cash provided by operating activities - continuing operations | 151,065 | 125,959 | | Net cash provided by (used in) operating activities - discontinued operations | (28,037) | 481,307 | | Net cash provided by operating activities | 123,028 | 607,266 | | Cash flows from investing activities | | | | Cash paid for additions to property, plant and equipment | (317,919) | (150,482) | | Cash paid for licenses | — | (4,145) | | Cash received from divestitures | 2,188,235 | 24,162 | | Other investing activities | 1,925 | 2,512 | | Net cash provided by (used in) investing activities - continuing operations | 1,872,241 | (127,953) | | Net cash used in investing activities - discontinued operations | — | (135,561) | | Net cash provided by (used in) investing activities | $1,872,241 | $(263,514) | **Telephone and Data Systems, Inc.Consolidated Statement of Cash Flows (Unaudited)** | Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | | --- | --- | --- | | (Dollars in thousands) | | | | Cash flows from financing activities | | | | Issuance of long-term debt | $1,300 | — | | Repayment of long-term debt | (150,729) | (17,076) | | Tax withholdings, net of cash receipts, for TDS stock-based compensation awards | (34,219) | (24,483) | | Tax withholdings, net of cash receipts, for Array stock-based compensation awards | (2,068) | (35,250) | | Repurchase of Array Common Shares | — | (21,360) | | Dividends paid to TDS shareholders | (43,771) | (43,830) | | Array dividends paid to noncontrolling public shareholders | (332,480) | — | | Payment of debt issuance costs | — | (2,467) | | Distributions to noncontrolling interests | (3,540) | (2,391) | | Cash paid for software license agreements | (1,180) | (839) | | Payments to acquire additional interest in subsidiaries | (593) | — | | Other financing activities | 73 | (314) | | Net cash used in financing activities - continuing operations | (567,207) | (148,010) | | Net cash used in financing activities - discontinued operations | — | (19,702) | | Net cash used in financing activities | (567,207) | (167,712) | | Net increase in cash, cash equivalents and restricted cash | 1,428,062 | 176,040 | | Cash, cash equivalents and restricted cash | | | | Beginning of period | 770,150 | 383,222 | | End of period | $2,198,212 | $559,262 | The accompanying notes are an integral part of these consolidated financial statements. Telephone and Data Systems, Inc. Consolidated Balance Sheet — Assets (Unaudited) | Line item | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | (Dollars in thousands) | | | | Current assets | | | | Cash and cash equivalents | $2,194,014 | $765,952 | | Accounts receivable | | | | Customers, less allowances of $4,495 and $3,406, respectively | 63,300 | 68,737 | | Other, less allowances of $2,934 and $3,203, respectively | 42,530 | 41,244 | | Inventory, net | 3,775 | 4,062 | | Prepaid expenses | 33,697 | 28,206 | | Income taxes receivable | — | 1,292 | | Other current assets | 13,314 | 13,976 | | Total current assets | 2,350,630 | 923,469 | | Non-current assets held for sale | 47,475 | 1,598,131 | | Licenses | 1,595,349 | 1,642,972 | | Other intangible assets, net of accumulated amortization of $171,773 and $157,208, respectively | 117,108 | 131,673 | | Investments in unconsolidated entities | 475,077 | 461,922 | | Property, plant and equipment, net of accumulated depreciation and amortization of $4,246,931 and $4,156,666, respectively | 3,123,477 | 2,965,455 | | Operating lease right-of-use assets | 506,665 | 515,081 | | Other assets and deferred charges | 167,559 | 159,600 | | Total assets1 | $8,383,340 | $8,398,303 | The accompanying notes are an integral part of these consolidated financial statements. Telephone and Data Systems, Inc. Consolidated Balance Sheet — Liabilities and Equity (Unaudited) | Line item | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | (Dollars and shares in thousands, except per share amounts) | | | | Current liabilities | | | | Current portion of long-term debt | $9,444 | $5,274 | | Accounts payable | 130,314 | 115,822 | | Customer deposits and deferred revenues | 66,280 | 125,140 | | Accrued interest | 2,273 | 2,836 | | Accrued taxes | 260,113 | 46,721 | | Accrued compensation | 40,335 | 56,774 | | Short-term operating lease liabilities | 27,634 | 26,180 | | Current liabilities of discontinued operations | 24,856 | 20,242 | | Other current liabilities | 54,387 | 41,322 | | Total current liabilities | 615,636 | 440,311 | | Deferred liabilities and credits | | | | Deferred income tax liability, net | 600,947 | 743,633 | | Long-term operating lease liabilities | 541,268 | 549,617 | | Other deferred liabilities and credits | 552,629 | 574,025 | | Long-term debt, net | 670,646 | 823,364 | | Commitments and contingencies | | | | Equity | | | | TDS shareholders’ equity | | | | Series A Common and Common Shares | | | | Authorized 290,000 shares (25,000 Series A Common and 265,000 Common Shares) | | | | Issued 133,238 shares (7,543 Series A Common and 125,695 Common Shares) and 133,236 shares (7,541 Series A Common and 125,695 Common Shares), respectively | | | | Outstanding 115,116 shares (7,543 Series A Common and 107,573 Common Shares) and 113,783 shares (7,541 Series A Common and 106,242 Common Shares), respectively | | | | Par Value ($0.01 per share) | 1,332 | 1,332 | | Capital in excess of par value | 2,488,372 | 2,483,654 | | Preferred Shares, 279,000 shares authorized, par value $0.01 per share, 44,400 shares outstanding (16,800 Series UU and 27,600 Series VV) | 1,073,963 | 1,073,963 | | Treasury shares, at cost, 18,122 and 19,453 Common Shares, respectively | (435,903) | (473,072) | | Accumulated other comprehensive income | 20,684 | 21,506 | | Retained earnings | 2,022,189 | 1,694,224 | | Total TDS shareholders' equity | 5,170,637 | 4,801,607 | | Noncontrolling interests | 231,577 | 465,746 | | Total equity | 5,402,214 | 5,267,353 | | Total liabilities and equity1 | $8,383,340 | $8,398,303 | The accompanying notes are an integral part of these consolidated financial statements. 1The consolidated total assets as of June 30, 2026 and December 31, 2025, include assets held by current consolidated variable interest entities (VIEs) of $34.3 million and $35.5 million, respectively, which are not available to be used to settle the obligations of TDS. The consolidated total liabilities as of June 30, 2026 and December 31, 2025, include certain liabilities of current consolidated VIEs of $9.2 million and $9.6 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of TDS. See Note 9 — Variable Interest Entities for additional information. **Telephone and Data Systems, Inc.** ### Consolidated Statement of Changes in Equity _(Unaudited)_ | Line item | TDS Shareholders / Series ACommon and Commonshares | TDS Shareholders / Capital inexcess ofpar value | TDS Shareholders / Preferred Shares | TDS Shareholders / Treasuryshares | TDS Shareholders / Accumulatedothercomprehensiveincome (loss) | TDS Shareholders / Retainedearnings | TDS Shareholders / Total TDSshareholders'equity | Noncontrollinginterests | Total equity | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | (Dollars in thousands, except per share amounts) | | | | | | | | | | | March 31, 2026 | $1,332 | $2,485,605 | $1,073,963 | $(471,232) | $21,095 | $1,813,519 | $4,924,282 | $338,616 | $5,262,898 | | Net income attributable to TDS shareholders | — | — | — | — | — | 298,366 | 298,366 | — | 298,366 | | Net income attributable to noncontrolling interests classified as equity | — | — | — | — | — | — | — | 67,991 | 67,991 | | Other comprehensive income (loss) | — | — | — | — | (411) | — | (411) | — | (411) | | TDS Common and Series A Common share dividends ($0.04 per share) | — | — | — | — | — | (4,605) | (4,605) | — | (4,605) | | Array dividends paid to noncontrolling public shareholders ($11.00 per share) | — | — | — | — | — | — | — | (172,589) | (172,589) | | TDS Preferred share dividends ($414 per Series UU share and $375 per Series VV share) | — | — | — | — | — | (17,306) | (17,306) | — | (17,306) | | Dividend reinvestment plan | — | 98 | — | 49 | — | — | 147 | — | 147 | | Incentive and compensation plans | — | 3,910 | — | 35,280 | — | (67,785) | (28,595) | — | (28,595) | | Adjust investment in subsidiaries for issuances, acquisitions and other compensation plans | — | (1,241) | — | — | — | — | (1,241) | 461 | (780) | | Distributions to noncontrolling interests | — | — | — | — | — | — | — | (2,902) | (2,902) | | June 30, 2026 | $1,332 | $2,488,372 | $1,073,963 | $(435,903) | $20,684 | $2,022,189 | $5,170,637 | $231,577 | $5,402,214 | The accompanying notes are an integral part of these consolidated financial statements. **Telephone and Data Systems, Inc.** ### Consolidated Statement of Changes in Equity _(Unaudited)_ | Line item | TDS Shareholders / Series ACommon and Commonshares | TDS Shareholders / Capital inexcess ofpar value | TDS Shareholders / Preferred Shares | TDS Shareholders / Treasuryshares | TDS Shareholders / Accumulatedothercomprehensiveincome (loss) | TDS Shareholders / Retainedearnings | TDS Shareholders / Total TDSshareholders'equity | Noncontrollinginterests | Total equity | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | (Dollars in thousands, except per share amounts) | | | | | | | | | | | March 31, 2025 | $1,332 | $2,580,615 | $1,073,963 | $(413,969) | $17,918 | $1,818,476 | $5,078,335 | $773,176 | $5,851,511 | | Net income attributable to TDS shareholders | — | — | — | — | — | 11,571 | 11,571 | — | 11,571 | | Net income attributable to noncontrolling interests classified as equity | — | — | — | — | — | — | — | 6,214 | 6,214 | | Other comprehensive income (loss) | — | — | — | — | (323) | — | (323) | — | (323) | | TDS Common and Series A Common share dividends ($0.04 per share) | — | — | — | — | — | (4,628) | (4,628) | — | (4,628) | | TDS Preferred share dividends ($414 per Series UU share and $375 per Series VV share) | — | — | — | — | — | (17,306) | (17,306) | — | (17,306) | | Dividend reinvestment plan | — | 97 | — | 77 | — | — | 174 | — | 174 | | Incentive and compensation plans | — | 4,108 | — | 24,426 | — | (43,318) | (14,784) | — | (14,784) | | Adjust investment in subsidiaries for issuances and other compensation plans | — | (48,886) | — | — | — | — | (48,886) | 32,446 | (16,440) | | Distributions to noncontrolling interests | — | — | — | — | — | — | — | (752) | (752) | | June 30, 2025 | $1,332 | $2,535,934 | $1,073,963 | $(389,466) | $17,595 | $1,764,795 | $5,004,153 | $811,084 | $5,815,237 | The accompanying notes are an integral part of these consolidated financial statements. **Telephone and Data Systems, Inc.** ### Consolidated Statement of Changes in Equity _(Unaudited)_ | Line item | TDS Shareholders / Series ACommon and Commonshares | TDS Shareholders / Capital inexcess ofpar value | TDS Shareholders / Preferred Shares | TDS Shareholders / Treasuryshares | TDS Shareholders / Accumulatedothercomprehensiveincome (loss) | TDS Shareholders / Retainedearnings | TDS Shareholders / Total TDSshareholders'equity | Noncontrollinginterests | Total equity | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | (Dollars in thousands, except per share amounts) | | | | | | | | | | | December 31, 2025 | $1,332 | $2,483,654 | $1,073,963 | $(473,072) | $21,506 | $1,694,224 | $4,801,607 | $465,746 | $5,267,353 | | Net income attributable to TDS shareholders | — | — | — | — | — | 442,961 | 442,961 | — | 442,961 | | Net income attributable to noncontrolling interests classified as equity | — | — | — | — | — | — | — | 100,435 | 100,435 | | Other comprehensive income (loss) | — | — | — | — | (822) | — | (822) | — | (822) | | TDS Common and Series A Common share dividends ($0.08 per share) | — | — | — | — | — | (9,158) | (9,158) | — | (9,158) | | Array dividends paid to noncontrolling public shareholders ($21.25 per share) | — | — | — | — | — | — | — | (332,480) | (332,480) | | TDS Preferred share dividends ($828 per Series UU share and $750 per Series VV share) | — | — | — | — | — | (34,613) | (34,613) | — | (34,613) | | Dividend reinvestment plan | — | 118 | — | 92 | — | — | 210 | — | 210 | | Incentive and compensation plans | — | 7,849 | — | 37,077 | — | (71,225) | (26,299) | — | (26,299) | | Adjust investment in subsidiaries for issuances, acquisitions and other compensation plans | — | (3,249) | — | — | — | — | (3,249) | 1,416 | (1,833) | | Distributions to noncontrolling interests | — | — | — | — | — | — | — | (3,540) | (3,540) | | June 30, 2026 | $1,332 | $2,488,372 | $1,073,963 | $(435,903) | $20,684 | $2,022,189 | $5,170,637 | $231,577 | $5,402,214 | The accompanying notes are an integral part of these consolidated financial statements. **Telephone and Data Systems, Inc.** ### Consolidated Statement of Changes in Equity _(Unaudited)_ | Line item | TDS Shareholders / Series ACommon and Commonshares | TDS Shareholders / Capital inexcess ofpar value | TDS Shareholders / Preferred Shares | TDS Shareholders / Treasuryshares | TDS Shareholders / Accumulatedothercomprehensiveincome (loss) | TDS Shareholders / Retainedearnings | TDS Shareholders / Total TDSshareholders'equity | Noncontrollinginterests | Total equity | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | (Dollars in thousands, except per share amounts) | | | | | | | | | | | December 31, 2024 | $1,332 | $2,574,042 | $1,073,963 | $(425,342) | $18,238 | $1,849,009 | $5,091,242 | $776,770 | $5,868,012 | | Net income attributable to TDS shareholders | — | — | — | — | — | 19,042 | 19,042 | — | 19,042 | | Net income attributable to noncontrolling interests classified as equity | — | — | — | — | — | — | — | 10,120 | 10,120 | | Other comprehensive income (loss) | — | — | — | — | (643) | — | (643) | — | (643) | | TDS Common and Series A Common share dividends ($0.08 per share) | — | — | — | — | — | (9,217) | (9,217) | — | (9,217) | | TDS Preferred share dividends ($828 per Series UU share and $750 per Series VV share) | — | — | — | — | — | (34,613) | (34,613) | — | (34,613) | | Dividend reinvestment plan | — | 189 | — | 159 | — | — | 348 | — | 348 | | Incentive and compensation plans | — | 15,128 | — | 35,717 | — | (59,426) | (8,581) | — | (8,581) | | Adjust investment in subsidiaries for repurchases, issuances and other compensation plans | — | (53,425) | — | — | — | — | (53,425) | 26,585 | (26,840) | | Distributions to noncontrolling interests | — | — | — | — | — | — | — | (2,391) | (2,391) | | June 30, 2025 | $1,332 | $2,535,934 | $1,073,963 | $(389,466) | $17,595 | $1,764,795 | $5,004,153 | $811,084 | $5,815,237 | The accompanying notes are an integral part of these consolidated financial statements. Telephone and Data Systems, Inc. ### Notes to Consolidated Financial Statements ### Note 1 Basis of Presentation The accounting policies of Telephone and Data Systems, Inc. (TDS) conform to accounting principles generally accepted in the United States of America (GAAP) as set forth in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). Unless otherwise specified, references to accounting provisions and GAAP in these notes refer to the requirements of the FASB ASC. The consolidated financial statements include the accounts of TDS and subsidiaries in which it has a controlling financial interest, including TDS’ wholly-owned subsidiary, TDS Telecommunications LLC (TDS Telecom) and Array Digital Infrastructure, Inc. (Array), a 81.9%-owned subsidiary of TDS. In addition, the consolidated financial statements include certain entities in which TDS has a variable interest that requires consolidation into the TDS financial statements under GAAP. Intercompany accounts and transactions have been eliminated. The Notes to Consolidated Financial Statements are presented for continuing operations, except for Note 2 — Discontinued Operations. TDS has the following reportable segments: TDS Telecom and Array. TDS' non-reportable other business activities are presented as "All Other", which includes its wholly-owned subsidiary Suttle-Straus, Inc. (Suttle-Straus). Suttle-Straus’ financial results were not significant to TDS’ operations. All of TDS’ segments operate only in the United States. See Note 11 — Business Segment Information for summary financial information on each business segment. Certain numbers included herein are rounded to thousands or millions for ease of presentation; however, certain calculated amounts and percentages are determined using the unrounded numbers. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in TDS’ Annual Report on Form 10-K (Form 10-K) for the year ended December 31, 2025. The accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring items, unless otherwise disclosed) necessary for the fair statement of TDS’ financial position as of June 30, 2026 and December 31, 2025, its results of operations and changes in equity for the three and six months ended June 30, 2026 and 2025 and its cash flows for the six months ended June 30, 2026 and 2025. The Consolidated Statement of Comprehensive Income was not included because comprehensive income for the three and six months ended June 30, 2026 and 2025, does not materially differ from net income. These results are not necessarily indicative of the results to be expected for the full year. TDS has not changed its significant accounting and reporting policies from those disclosed in its Form 10-K for the year ended December 31, 2025. Restricted Cash TDS presents restricted cash with cash and cash equivalents in the Consolidated Statement of Cash Flows. The following table provides a reconciliation of Cash and cash equivalents and restricted cash reported in the Consolidated Balance Sheet to the total of the amounts in the Consolidated Statement of Cash Flows. | Line item | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | (Dollars in thousands) | | | | Cash and cash equivalents | $2,194,014 | $765,952 | | Restricted cash included in Other current assets | 4,198 | 4,198 | | Cash, cash equivalents and restricted cash in the statement of cash flows | $2,198,212 | $770,150 | Dividend On January 13, 2026, the Array Board of Directors declared a special dividend per Common and Series A outstanding share of $10.25 for shareholders of record on January 23, 2026, which was paid on February 2, 2026 for a total amount of $885.5 million. TDS received its pro-rata share of the $10.25 per share special dividend in the amount of $725.6 million. On June 1, 2026, the Array Board of Directors declared a special dividend per Common and Series A outstanding share of $11.00 for shareholders of record on June 11, 2026, which was paid on June 25, 2026 for a total amount of $951.3 million. TDS received its pro-rata share of the $11.00 per share special dividend in the amount of $778.7 million. ### Note 2 Discontinued Operations On August 1, 2025, Array sold its wireless operations and select spectrum assets to T-Mobile US, Inc. (T-Mobile) pursuant to a Securities Purchase Agreement (Securities Purchase Agreement). Total consideration received was $4,293.8 million after adjustments which included a combination of $2,628.8 million in cash proceeds and $1,665.0 million in debt assumed by T-Mobile through the preliminary results of an exchange offer made to Array's debtholders, which subsequently closed on August 5, 2025. The final cash proceeds are subject to adjustment according to the terms and conditions of the Securities Purchase Agreement. Array recorded an estimated purchase price true-up payable to T-Mobile of $24.9 million and $20.2 million, as of June 30, 2026 and December 31, 2025, respectively, which is classified as Current liabilities of discontinued operations in the Consolidated Balance Sheet. Certain licenses included in the T-Mobile transaction did not transfer to T-Mobile at the time of close and are subject to FCC approval. At closing, a $16.7 million deferral of the purchase price was recorded related to these spectrum licenses, which is classified as Other current liabilities in the Consolidated Balance Sheet as of June 30, 2026 and Other deferred liabilities and credits in the Consolidated Balance Sheet as of December 31, 2025. As of June 30, 2026, the book value of the wireless spectrum licenses that did not transfer to T-Mobile was $16.7 million and is classified as held for sale in the Consolidated Balance Sheet. The transfer of the wireless spectrum licenses is expected to occur in 2026, subject to regulatory approval and other customary closing conditions. Array also may incur significant decommissioning costs for certain equipment that T-Mobile retains the right to return to Array and recorded a liability of $65.8 million at closing. During the second quarter of 2026, Array updated its estimate for decommissioning costs and recorded a reduction of $25.5 million, which was recognized to (Gain) loss on sale of business and other exit costs, net within discontinued operations. In addition, during the second quarter of 2026, certain equipment was returned by T-Mobile and Array recognized an asset retirement obligation of $10.2 million, which is included in Other deferred liabilities and credits in the Consolidated Balance Sheet. The remaining estimated liability for decommissioning costs is $30.1 million as of June 30, 2026, and is classified as Other deferred liabilities and credits in the Consolidated Balance Sheet. On August 1, 2025, a Short-Term Spectrum Manager Lease Agreement and Short-Term Spectrum Manager Sublease Agreements became effective, which provide T-Mobile with an exclusive license to use certain Array spectrum assets and leases at no cost for up to one year from closing for the sole purpose of providing continued, uninterrupted service to customers. The portion of the purchase price allocated to the use of this spectrum was $149.3 million based on an estimate for fair market value and will be recognized to Short-term imputed spectrum lease income in the continuing operations Consolidated Statement of Operations over the one year term. Effective April 1, 2026, the Short-Term Spectrum Manager Lease Agreement with T-Mobile was terminated for certain spectrum assets. The remaining deferred purchase price related to the terminated leases was $11.7 million and was recognized to (Gain) loss on sale of business and other exit costs, net within discontinued operations during the second quarter of 2026. As of June 30, 2026, the remaining balance of the deferred purchase price is $7.5 million and is classified as Customer deposits and deferred revenues in the Consolidated Balance Sheet. Effective August 2, 2026, an Amended and Restated Spectrum Manager Lease Agreement became effective, which provided T-Mobile with an exclusive license to continue using certain Array spectrum assets for up to one year and at no cost until February 2, 2027. Following the close of the transaction, TDS entered into a transition services agreement (TSA) with T-Mobile to provide ongoing services and support. TDS recognized $4.2 million and $8.4 million of income related to the TSA in Other, net in the Consolidated Statement of Operations for the three and six months ended June 30, 2026, respectively. Net income from discontinued operations in the Consolidated Statement of Operations consists of the following: | Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | | --- | --- | --- | --- | --- | | (Dollars in thousands) | | | | | | Operating revenues | | | | | | Service | — | $707,780 | — | $1,421,714 | | Equipment sales | — | 180,027 | — | 330,117 | | Total operating revenues | — | 887,807 | — | 1,751,831 | | Operating expenses | | | | | | System operations (excluding Depreciation, amortization and accretion reported below) | — | 162,546 | 509 | 321,492 | | Cost of equipment sold | — | 207,793 | — | 383,580 | | Selling, general and administrative | (1,255) | 312,521 | 263 | 620,940 | | Depreciation, amortization and accretion | — | 150,272 | — | 300,806 | | (Gain) loss on asset disposals, net | — | 2,682 | — | 4,401 | | (Gain) loss on sale of business and other exit costs, net | (31,904) | — | (31,015) | — | | Total operating expenses | (33,159) | 835,814 | (30,243) | 1,631,219 | | Operating income | 33,159 | 51,993 | 30,243 | 120,612 | | Other income (expense) | | | | | | Interest expense | (11) | (40,475) | (324) | (76,460) | | Other, net | — | (203) | — | (209) | | Total other expense | (11) | (40,678) | (324) | (76,669) | | Income before income taxes | 33,148 | 11,315 | 29,919 | 43,943 | | Income tax expense | 8,077 | 7,737 | 7,236 | 24,194 | | Net income from discontinued operations | $25,071 | $3,578 | $22,683 | $19,749 | ### Note 3 Revenue Recognition Disaggregation of Revenue In the following table, TDS' revenues are disaggregated by type of service, which represents the relevant categorization of revenues for TDS' reportable segments, and timing of recognition. Service revenues are recognized over time and Equipment and product sales are recognized at a point in time. | Three Months Ended June 30, 2026 | TDS Telecom | Array | All Other | Total | | --- | --- | --- | --- | --- | | (Dollars in thousands) | | | | | | Revenues from contracts with customers: | | | | | | Type of service: | | | | | | Residential | $177,764 | — | — | $177,764 | | Commercial | 32,776 | — | — | 32,776 | | Wholesale | 37,006 | — | — | 37,006 | | Other service | — | 895 | (24) | 871 | | Service revenues from contracts with customers | 247,546 | 895 | (24) | 248,417 | | Equipment and product sales | 49 | — | 6,878 | 6,927 | | Total revenues from contracts with customers | 247,595 | 895 | 6,854 | 255,344 | | Operating lease income | 811 | 53,175 | (49) | 53,937 | | Total operating revenues | $248,406 | $54,070 | $6,805 | $309,281 | | Three Months Ended June 30, 2025 | TDS Telecom | Array | All Other | Total | | --- | --- | --- | --- | --- | | (Dollars in thousands) | | | | | | Revenues from contracts with customers: | | | | | | Type of service: | | | | | | Residential | $183,419 | — | — | $183,419 | | Commercial | 34,617 | — | — | 34,617 | | Wholesale | 45,960 | — | — | 45,960 | | Other service | — | 1,299 | (816) | 483 | | Service revenues from contracts with customers | 263,996 | 1,299 | (816) | 264,479 | | Equipment and product sales | 191 | — | 5,992 | 6,183 | | Total revenues from contracts with customers | 264,187 | 1,299 | 5,176 | 270,662 | | Operating lease income | 744 | 27,230 | (95) | 27,879 | | Total operating revenues | $264,931 | $28,529 | $5,081 | $298,541 | | Six Months Ended June 30, 2026 | TDS Telecom | Array | All Other | Total | | --- | --- | --- | --- | --- | | (Dollars in thousands) | | | | | | Revenues from contracts with customers: | | | | | | Type of service: | | | | | | Residential | $356,360 | — | — | $356,360 | | Commercial | 65,571 | — | — | 65,571 | | Wholesale | 74,380 | — | — | 74,380 | | Other service | — | 1,883 | (50) | 1,833 | | Service revenues from contracts with customers | 496,311 | 1,883 | (50) | 498,144 | | Equipment and product sales | 113 | — | 14,819 | 14,932 | | Total revenues from contracts with customers | 496,424 | 1,883 | 14,769 | 513,076 | | Operating lease income | 1,554 | 104,199 | (98) | 105,655 | | Total operating revenues | $497,978 | $106,082 | $14,671 | $618,731 | | Six Months Ended June 30, 2025 | TDS Telecom | Array | All Other | Total | | --- | --- | --- | --- | --- | | (Dollars in thousands) | | | | | | Revenues from contracts with customers: | | | | | | Type of service: | | | | | | Residential | $367,267 | — | — | $367,267 | | Commercial | 69,251 | — | — | 69,251 | | Wholesale | 83,882 | — | — | 83,882 | | Other service | — | 1,688 | (1,644) | 44 | | Service revenues from contracts with customers | 520,400 | 1,688 | (1,644) | 520,444 | | Equipment and product sales | 392 | — | 13,013 | 13,405 | | Total revenues from contracts with customers | 520,792 | 1,688 | 11,369 | 533,849 | | Operating lease income | 1,499 | 53,825 | (199) | 55,125 | | Total operating revenues | $522,291 | $55,513 | $11,170 | $588,974 | The following table provides balances for contract assets from contracts with customers, which are recorded in Other current assets and Other assets and deferred charges in the Consolidated Balance Sheet, and contract liabilities from contracts with customers, which are recorded in Customer deposits and deferred revenues and Other deferred liabilities and credits in the Consolidated Balance Sheet. | Line item | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | (Dollars in thousands) | | | | Contract assets | $11,152 | $3,508 | | Contract liabilities | $50,749 | $39,936 | Revenue recognized related to contract liabilities existing at January 1, 2026 was $36.1 million for the six months ended June 30, 2026. Transaction price allocated to the remaining performance obligations TDS Telecom provides residential internet, video, mobile, and voice services primarily through monthly subscription arrangements. Each subscription period is treated as a distinct performance obligation, with revenue recognized on a straight-line basis over the service period as the services are delivered. Customers are typically billed in advance and may cancel their subscriptions at the end of any monthly term without incurring penalties. In addition, as of June 30, 2026, TDS Telecom expects to recognize approximately $70.2 million of revenue in the future related to performance obligations associated with existing circuit contracts that are partially or wholly unsatisfied. As of June 30, 2026, the transaction price related to unsatisfied performance obligations that are expected to be recognized for the remainder of 2026, 2027 and thereafter was $16.3 million, $25.5 million, and $28.4 million, respectively. Contract Cost Assets TDS Telecom expects that commission fees paid as a result of obtaining contracts are recoverable, and therefore TDS defers and amortizes these costs. As a practical expedient, costs with an amortization period of one year or less are expensed as incurred. TDS also incurs fulfillment costs, such as installation costs, where there is an expectation that a future benefit will be realized. Deferred commission fees and fulfillment costs are amortized based on the timing of transfer of the goods or services to which the assets relate, typically the contract term. Contract cost asset balances, which are recorded in Other assets and deferred charges in the Consolidated Balance Sheet, were as follows: | Line item | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | (Dollars in thousands) | | | | Costs to obtain contracts | | | | Sales commissions | $18,498 | $14,770 | | Fulfillment costs | | | | Installation costs | 1,769 | 1,872 | | Total contract cost assets | $20,267 | $16,642 | Amortization of contract cost assets was $2.4 million and $4.8 million for the three and six months ended June 30, 2026, respectively and $2.6 million and $5.1 million for the three and six months ended June 30, 2025, respectively, and was included in Selling, general and administrative expenses and Cost of operations expenses. ### Note 4 Fair Value Measurements As of June 30, 2026 and December 31, 2025, TDS did not have any material financial or nonfinancial assets or liabilities that were required to be recorded at fair value in its Consolidated Balance Sheet in accordance with GAAP. The provisions of GAAP establish a fair value hierarchy that contains three levels for inputs used in fair value measurements. Level 1 inputs include quoted market prices for identical assets or liabilities in active markets. Level 2 inputs include quoted market prices for similar assets and liabilities in active markets or quoted market prices for identical assets and liabilities in inactive markets. Level 3 inputs are unobservable. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. A financial instrument’s level within the fair value hierarchy is not representative of its expected performance or its overall risk profile and, therefore, Level 3 assets are not necessarily higher risk than Level 2 assets or Level 1 assets. TDS has applied the provisions of fair value accounting for purposes of computing the fair value of financial instruments for disclosure purposes as displayed below. | Line item | Level within the Fair Value Hierarchy | June 30, 2026 / Book Value | June 30, 2026 / Fair Value | December 31, 2025 / Book Value | December 31, 2025 / Fair Value | | --- | --- | --- | --- | --- | --- | | (Dollars in thousands) | | | | | | | Long-term debt | 2 | $681,286 | $590,502 | $834,726 | $757,485 | Long-term debt excludes lease obligations, the current portion of Long-term debt and debt financing costs. The fair value of Long-term debt was estimated using various methods, including quoted market prices and discounted cash flow analyses. The fair values of Cash and cash equivalents and restricted cash approximate their book values due to the short-term nature of these financial instruments. ### Note 5 Earnings Per Share Basic earnings (loss) per share attributable to TDS common shareholders is computed by dividing Net income (loss) attributable to TDS common shareholders by the weighted average number of Common Shares outstanding during the period. Diluted earnings (loss) per share attributable to TDS common shareholders is computed by dividing Net income (loss) attributable to TDS common shareholders by the weighted average number of Common Shares outstanding during the period adjusted to include the effects of potentially dilutive securities. Potentially dilutive securities primarily include incremental shares issuable upon the exercise of outstanding stock options and the vesting of performance and restricted stock units, as calculated using the treasury stock method. The amounts used in computing basic and diluted earnings (loss) per share attributable to TDS common shareholders were as follows: | Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | | --- | --- | --- | --- | --- | | (Dollars and shares in thousands, except per share amounts) | | | | | | Net income (loss) from continuing operations attributable to TDS common shareholders | $260,649 | $(6,041) | $389,957 | $(29,279) | | Net income from discontinued operations attributable to TDS common shareholders | 20,411 | 306 | 18,391 | 13,708 | | Net income (loss) attributable to TDS common shareholders used in basic earnings (loss) per share | 281,060 | (5,735) | 408,348 | (15,571) | | Adjustments to compute diluted earnings (loss): | | | | | | Noncontrolling interest adjustment | (90) | (278) | (242) | (452) | | Net income (loss) attributable to TDS common shareholders used in diluted earnings (loss) per share | $280,970 | $(6,013) | $408,106 | $(16,023) | | Weighted average number of shares used in basic earnings (loss) per share: | | | | | | Common Shares | 106,958 | 107,693 | 106,651 | 107,373 | | Series A Common Shares | 7,542 | 7,536 | 7,542 | 7,535 | | Total | 114,500 | 115,229 | 114,193 | 114,908 | | Effects of dilutive securities | 1,791 | — | 2,272 | — | | Weighted average number of shares used in diluted earnings (loss) per share | 116,291 | 115,229 | 116,465 | 114,908 | | Basic earnings (loss) per share from continuing operations attributable to TDS common shareholders | $2.28 | $(0.05) | $3.42 | $(0.25) | | Basic earnings from discontinued operations attributable to TDS common shareholders | 0.17 | — | 0.16 | 0.11 | | Basic earnings (loss) per share attributable to TDS common shareholders | $2.45 | $(0.05) | $3.58 | $(0.14) | | Diluted earnings (loss) per share from continuing operations attributable to TDS common shareholders | $2.24 | $(0.05) | $3.35 | $(0.26) | | Diluted earnings from discontinued operations attributable to TDS common shareholders | 0.18 | — | 0.15 | 0.12 | | Diluted earnings (loss) per share attributable to TDS common shareholders | $2.42 | $(0.05) | $3.50 | $(0.14) | Certain Common Shares issuable upon the exercise of stock options or vesting of performance and restricted stock units were not included in weighted average diluted shares outstanding for the calculation of Diluted earnings (loss) per share attributable to TDS common shareholders because their effects were antidilutive. The number of such Common Shares excluded was less than 0.1 million for both the three and six months ended June 30, 2026 and 3.5 million and 3.8 million for the three and six months ended June 30, 2025, respectively. ### Note 6 Acquisitions and Divestitures Array In addition to the divestiture of Array's wireless operations, as disclosed in Note 2 — Discontinued Operations, other divestiture transactions are disclosed below. On June 1, 2026, Array closed on the sale of certain AWS, Cellular and PCS wireless spectrum licenses to Verizon Communications Inc. (Verizon) for $1,000.0 million and TDS recorded a book gain of $400.2 million ($304.2 million net of tax) during the second quarter of 2026. The book gain recorded at TDS is lower than the book gain recorded at Array due primarily to transaction costs paid by TDS. On January 13, 2026, Array closed on the sale of certain 3.45 GHz and 700 MHz wireless spectrum licenses to New Cingular Wireless PCS, LLC (AT&T), a subsidiary of AT&T Inc., for $1,018.0 million and TDS recorded a book gain of $150.9 million ($114.7 million net of tax expense) during the first quarter of 2026. The book gain recorded at TDS is lower than the book gain recorded at Array due primarily to transaction costs paid by TDS. On August 29, 2025, Array entered into a License Purchase Agreement (T-Mobile License Purchase Agreement) with T-Mobile to sell three groups of 700 MHz wireless spectrum licenses and agreed to grant T-Mobile certain rights to lease such licenses prior to the transaction close for total proceeds of $85.0 million. On May 5, 2026, Array closed on the sale of the first group of wireless spectrum licenses under the T-Mobile License Purchase Agreement for total proceeds of $74.8 million and recorded a book gain on the transaction of $0.1 million. At the closing of the first group of licenses, $18.6 million of the total proceeds of $74.8 million was deferred based on the fair market value of all wireless spectrum licenses included in the T-Mobile License Purchase Agreement. As of June 30, 2026, the book value of the remaining groups of wireless spectrum licenses to be sold was $11.2 million and is classified as held for sale in the Consolidated Balance Sheet. The sale of the remaining groups of wireless spectrum licenses is expected to close in 2026, subject to regulatory approval and other customary closing conditions. As part of the T-Mobile transaction to sell the wireless operations, Array entered into a Put/Call Agreement with T-Mobile whereby T-Mobile has the right to call certain spectrum assets and Array has the right to put certain spectrum assets to T-Mobile for an aggregate agreed upon price of $106.0 million. The call option notice period started on May 24, 2024, and the put exercise period started on August 1, 2025. There was no cash exchanged at the inception of the Put/Call Agreement. All license transfers pursuant to any put/call are subject to Federal Communications Commission (FCC) approval. Array accounted for this instrument as a net written call option and wrote off the entire fair value in 2025. In September 2025, T-Mobile exercised $86.4 million of the call option and the transaction closed on May 12, 2026. TDS recorded a book gain on the transaction of $0.3 million. In June 2026, T-Mobile exercised the second call option for $19.6 million. As of June 30, 2026, the book value of the wireless spectrum licenses subject to the second call notice was $19.5 million and is classified as held for sale in the Consolidated Balance Sheet. The transaction is expected to close in 2026, subject to regulatory approval and other customary closing conditions. TDS Telecom On April 17, 2026, TDS Telecom entered into a stock purchase agreement with Granite State Communications, a fiber operator in New Hampshire, to acquire 100% of the outstanding equity for a base purchase price of $25.4 million, subject to customary purchase price adjustments. The transaction is expected to close in the third quarter of 2026, subject to regulatory approvals and other customary closing conditions. ### Note 7 Investments in Unconsolidated Entities Investments in unconsolidated entities consist of amounts invested in entities in which TDS holds a noncontrolling interest. TDS’ Investments in unconsolidated entities are accounted for using the equity method, measurement alternative method or net asset value practical expedient method as shown in the table below. The carrying value of measurement alternative method investments represents cost minus any impairments plus or minus any observable price changes. | Line item | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | (Dollars in thousands) | | | | Equity method investments | $446,104 | $433,636 | | Measurement alternative method investments | 21,514 | 20,834 | | Investments recorded using the net asset value practical expedient | 7,459 | 7,452 | | Total investments in unconsolidated entities | $475,077 | $461,922 | The following table, which is based on unaudited information provided in part by third parties, summarizes the combined results of operations of TDS’ equity method investments. | Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | | --- | --- | --- | --- | --- | | (Dollars in thousands) | | | | | | Revenues | $1,853,234 | $1,939,122 | $3,725,043 | $3,855,154 | | Operating expenses | 1,476,288 | 1,516,445 | 2,998,846 | 3,039,971 | | Operating income | 376,946 | 422,677 | 726,197 | 815,183 | | Other income (expense), net | (7,753) | (2,713) | (15,244) | (14,726) | | Net income | $369,193 | $419,964 | $710,953 | $800,457 | ### Note 8 Debt Export Credit Financing Agreement In January 2026, TDS repaid the entire outstanding borrowings under its term loan agreement with Export Development Canada of $150.0 million. ### Note 9 Variable Interest Entities Consolidated VIEs TDS consolidates VIEs in which it has a controlling financial interest as defined by GAAP and is therefore deemed the primary beneficiary. TDS reviews the criteria for a controlling financial interest at the time it enters into agreements and subsequently when events warranting reconsideration occur. These VIEs have risks similar to those described in the “Risk Factors” in this Form 10-Q and TDS' Form 10-K for the year ended December 31, 2025. TDS consolidates VIEs that are limited partnerships that lease tower space to tenants. A limited partnership is a variable interest entity unless the limited partners hold substantive participating rights or kick-out rights over the general partner. For certain limited partnerships, Array is the general partner and manages the operations. In these partnerships, the limited partners do not have substantive kick-out or participating rights and, further, such limited partners do not have the authority to remove the general partner. Therefore, these limited partnerships also are recognized as VIEs and are consolidated into the TDS financial statements under the variable interest model. The following table presents the classification and balances of the consolidated VIEs’ assets and liabilities in TDS’ Consolidated Balance Sheet. | Line item | June 30, 2026 | December 31, 2025 | | --- | --- | --- | | (Dollars in thousands) | | | | Assets | | | | Accounts receivable | $771 | $1,116 | | Other current assets | 160 | 313 | | Property, plant and equipment, net | 11,901 | 12,471 | | Operating lease right-of-use assets | 20,303 | 20,564 | | Other assets and deferred charges | 1,163 | 1,041 | | Total assets | $34,298 | $35,505 | | Liabilities | | | | Current liabilities | $1,607 | $2,675 | | Long-term operating lease liabilities | 22,118 | 22,400 | | Other deferred liabilities and credits | 10,658 | 11,693 | | Total liabilities | $34,383 | $36,768 | Other Related Matters TDS made contributions, loans or advances to its VIEs totaling $3.0 million and $4.5 million during the six months ended June 30, 2026 and 2025, respectively. ### Note 10 Noncontrolling Interests The following schedule discloses the effects of Net income attributable to TDS shareholders and changes in TDS’ ownership interest in Array on TDS’ equity: | Six Months Ended June 30, | 2026 | 2025 | | --- | --- | --- | | (Dollars in thousands) | | | | Net income attributable to TDS shareholders | $442,961 | $19,042 | | Transfers (to) from noncontrolling interests | | | | Change in TDS' Capital in excess of par value from Array's issuance of Array shares | (3,425) | (74,529) | | Change in TDS' Capital in excess of par value from Array's repurchases of Array shares | — | (3,199) | | Net transfers (to) from noncontrolling interests | (3,425) | (77,728) | | Net income (loss) attributable to TDS shareholders after transfers (to) from noncontrolling interests | $439,536 | $(58,686) | ### Note 11 Business Segment Information TDS has the following reportable segments: TDS Telecom and Array. TDS Telecom generates its revenues by providing broadband, video, voice and wireless services. Array generates its revenues primarily by leasing tower space on Array-owned towers to customers. The reportable segments are billed for services they receive from TDS, consisting primarily of information processing, accounting, finance, and general management services. Such billings are based on expenses specifically identified to the reportable segments and on allocations of common expenses. Management believes the method used to allocate common expenses is reasonable and that all expenses and costs applicable to the reportable segments are reflected in the accompanying business segment information. Adjusted earnings before interest, taxes, depreciation, amortization and accretion (Adjusted EBITDA) is the segment measure of profit or loss reported to the chief operating decision maker for purposes of assessing the segments' performance and making capital allocation decisions. Adjusted EBITDA is a non-GAAP financial measure that shows adjusted earnings before interest, taxes, depreciation, amortization and accretion, gains and losses, and expenses related to the strategic alternatives review. TDS believes Adjusted EBITDA is a useful measure of TDS’ operating results before significant recurring non-cash charges, gains and losses, and other items as presented below as it provides additional relevant and useful information to investors and other users of TDS' financial data in evaluating the effectiveness of its operations and underlying business trends in a manner that is consistent with management's evaluation of business performance. TDS’ chief operating decision maker is its President and Chief Executive Officer. Financial data from continuing operations for TDS’ reportable segments for the three and six months ended June 30, 2026 and 2025, is as follows: | Three Months Ended June 30, 2026 | TDS Telecom | Array | Total | | --- | --- | --- | --- | | (Dollars in thousands) | | | | | Revenues from external customers | $248,402 | $54,025 | $302,427 | | Intersegment revenues | 4 | 45 | 49 | | | 248,406 | 54,070 | 302,476 | | Reconciliation of revenue: | | | | | All Other revenues1 | | | 6,854 | | Elimination of intersegment revenues | | | (49) | | Total operating revenues | | | $309,281 | | Add back or deduct2: | | | | | Cost of operations (excluding Depreciation, amortization and accretion reported below) | (100,583) | (23,497) | | | Cost of equipment and products | (118) | — | | | Selling, general and administrative | (79,038) | (22,906) | | | Expenses related to strategic alternatives review (included in Selling, general and administrative) | — | 7,391 | | | Equity in earnings of unconsolidated entities | — | 34,726 | | | Interest and dividend income | 463 | 6,431 | | | Other segment items | 1,245 | (13) | | | Segment Adjusted EBITDA (Non-GAAP) | $70,375 | $56,202 | $126,577 | | Reconciliation of Segment Adjusted EBITDA to Income before income taxes: | | | | | All Other income before income taxes1 | | | 1,282 | | Short-term imputed spectrum lease income | | | 23,770 | | Depreciation, amortization and accretion | | | (88,013) | | Expenses related to strategic alternatives review (included in Selling, general and administrative) | | | (7,391) | | Loss on asset disposals, net | | | (8,769) | | Gain on license sales and exchanges, net | | | 411,433 | | Interest expense | | | (11,192) | | Income before income taxes | | | $447,697 | | Other segment disclosures / Three Months Ended or as of June 30, 2026 | TDS Telecom | Array | Segment Total | All Other1 | TDS Consolidated Total | | --- | --- | --- | --- | --- | --- | | Short-term imputed spectrum lease income | — | $23,770 | $23,770 | — | $23,770 | | Depreciation, amortization and accretion | (73,585) | (14,428) | (88,013) | (764) | (88,777) | | Loss on asset disposals, net | (4,960) | (3,809) | (8,769) | — | (8,769) | | Gain (loss) on license sales and exchanges, net | 1,600 | 409,833 | 411,433 | (9,153) | 402,280 | | Interest expense | (332) | (10,860) | (11,192) | (196) | (11,388) | | Investments in unconsolidated entities | 3,947 | 421,607 | 425,554 | 49,523 | 475,077 | | Total assets | 3,133,568 | 3,371,359 | 6,504,927 | 1,878,413 | 8,383,340 | | Capital expenditures from continuing operations | $179,197 | $3,895 | $183,092 | $541 | $183,633 | | Three Months Ended June 30, 2025 | TDS Telecom | Array | Total | | --- | --- | --- | --- | | (Dollars in thousands) | | | | | Revenues from external customers | $264,142 | $28,529 | $292,671 | | Intersegment revenues | 789 | — | 789 | | | 264,931 | 28,529 | 293,460 | | Reconciliation of revenue: | | | | | All Other revenues1 | | | 5,870 | | Elimination of intersegment revenues | | | (789) | | Total operating revenues | | | $298,541 | | Add back or deduct2: | | | | | Cost of operations (excluding Depreciation, amortization and accretion reported below) | (97,049) | (19,396) | | | Cost of equipment and products | (116) | — | | | Selling, general and administrative | (82,555) | (19,337) | | | Expenses related to strategic alternatives review (included in Selling, general and administrative) | — | 715 | | | Equity in earnings of unconsolidated entities | — | 41,714 | | | Interest and dividend income | 1,693 | 3,701 | | | Other segment items | 1,633 | — | | | Segment Adjusted EBITDA (Non-GAAP) | $88,537 | $35,926 | $124,463 | | Reconciliation of Segment Adjusted EBITDA to Income before income taxes: | | | | | All Other income (loss) before income taxes1 | | | (31,788) | | Depreciation, amortization and accretion | | | (85,136) | | Expenses related to strategic alternatives review (included in Selling, general and administrative) | | | (715) | | Loss on asset disposals, net | | | (5,893) | | Gain on sale of business and other exit costs, net | | | 8,104 | | Gain on license sales and exchanges, net | | | 3,700 | | Interest expense | | | (2,751) | | Income before income taxes | | | $9,984 | | Other segment disclosures / Three Months Ended or as of June 30, 2025 | TDS Telecom | Array | Segment Total | All Other1 | TDS Consolidated Total | | --- | --- | --- | --- | --- | --- | | Depreciation, amortization and accretion | $(73,137) | $(11,999) | $(85,136) | $(886) | $(86,022) | | Gain (loss) on asset disposals, net | (6,206) | 313 | (5,893) | (13) | (5,906) | | Gain (loss) on sale of business and other exit costs, net | 8,104 | — | 8,104 | (225) | 7,879 | | Gain on license sales and exchanges, net | — | 3,700 | 3,700 | — | 3,700 | | Interest expense | 960 | (3,711) | (2,751) | (26,415) | (29,166) | | Investments in unconsolidated entities | 3,942 | 444,157 | 448,099 | 44,853 | 492,952 | | Total assets | 2,903,379 | 5,024,778 | 7,928,157 | 245,856 | 8,174,013 | | Capital expenditures from continuing operations | $90,187 | $4,211 | $94,398 | $190 | $94,588 | | Six Months Ended June 30, 2026 | TDS Telecom | Array | Total | | --- | --- | --- | --- | | (Dollars in thousands) | | | | | Revenues from external customers | $497,971 | $105,991 | $603,962 | | Intersegment revenues | 7 | 91 | 98 | | | 497,978 | 106,082 | 604,060 | | Reconciliation of revenue: | | | | | All Other revenues1 | | | 14,769 | | Elimination of intersegment revenues | | | (98) | | Total operating revenues | | | $618,731 | | Add back or deduct2: | | | | | Cost of operations (excluding Depreciation, amortization and accretion reported below) | (197,765) | (45,106) | | | Cost of equipment and products | (229) | — | | | Selling, general and administrative | (160,098) | (35,651) | | | Expenses related to strategic alternatives review (included in Selling, general and administrative) | 87 | 7,578 | | | Equity earnings of unconsolidated entities | — | 75,135 | | | Interest and dividend income | 1,608 | 10,653 | | | Other segment items | 2,633 | (26) | | | Segment Adjusted EBITDA (Non-GAAP) | $144,214 | $118,665 | $262,879 | | Reconciliation of Segment Adjusted EBITDA to Income before income taxes: | | | | | All Other income before income taxes1 | | | 3,736 | | Short-term spectrum lease income | | | 57,970 | | Depreciation, amortization and accretion | | | (173,174) | | Expenses related to strategic alternatives review (included in Selling, general and administrative) | | | (7,665) | | Loss on asset disposals, net | | | (10,505) | | Loss on sale of business and other exit costs, net | | | (1,562) | | Gain on license sales and exchanges, net | | | 568,068 | | Interest expense | | | (18,215) | | Income before income taxes | | | $681,532 | | Other segment disclosures / Six Months Ended June 30, 2026 | TDS Telecom | Array | Segment Total | All Other1 | TDS Consolidated Total | | --- | --- | --- | --- | --- | --- | | Short-term imputed spectrum lease income | — | $57,970 | $57,970 | — | $57,970 | | Depreciation, amortization and accretion | (146,142) | (27,032) | (173,174) | (1,546) | (174,720) | | Loss on asset disposals, net | (5,792) | (4,713) | (10,505) | (74) | (10,579) | | Loss on sale of business and other exit costs, net | (1,562) | — | (1,562) | — | (1,562) | | Gain on license sales and exchanges, net | 1,600 | 566,468 | 568,068 | (14,910) | 553,158 | | Interest expense | (175) | (18,040) | (18,215) | 1,506 | (16,709) | | Capital expenditures from continuing operations | $305,160 | $12,541 | $317,701 | $2,161 | $319,862 | | Six Months Ended June 30, 2025 | TDS Telecom | Array | Total | | --- | --- | --- | --- | | (Dollars in thousands) | | | | | Revenues from external customers | $520,700 | $55,513 | $576,213 | | Intersegment revenues | 1,591 | — | 1,591 | | | 522,291 | 55,513 | 577,804 | | Reconciliation of revenue: | | | | | All Other revenues1 | | | 12,761 | | Elimination of intersegment revenues | | | (1,591) | | Total operating revenues | | | $588,974 | | Add back or deduct2: | | | | | Cost of operations (excluding Depreciation, amortization and accretion reported below) | (198,013) | (35,687) | | | Cost of equipment and products | (380) | — | | | Selling, general and administrative | (165,702) | (48,537) | | | Expenses related to strategic alternatives review (included in Selling, general and administrative) | — | 1,860 | | | Equity earnings of unconsolidated entities | — | 77,641 | | | Interest and dividend income | 3,094 | 6,358 | | | Other segment items | 3,571 | — | | | Segment Adjusted EBITDA (Non-GAAP) | $164,861 | $57,148 | $222,009 | | Reconciliation of Segment Adjusted EBITDA to Income before income taxes: | | | | | All Other income (loss) before income taxes1 | | | (54,071) | | Depreciation, amortization and accretion | | | (168,569) | | Expenses related to strategic alternatives review (included in Selling, general and administrative) | | | (1,860) | | Loss on asset disposals, net | | | (7,781) | | Gain on sale of business and other exit costs, net | | | 8,080 | | Gain on license sales and exchanges, net | | | 4,800 | | Interest expense | | | (4,954) | | Income (loss) before income taxes | | | $(2,346) | | Other segment disclosures / Six Months Ended June 30, 2025 | TDS Telecom | Array | Segment Total | All Other1 | TDS Consolidated Total | | --- | --- | --- | --- | --- | --- | | Depreciation, amortization and accretion | $(144,577) | $(23,992) | $(168,569) | $(1,780) | $(170,349) | | Gain (loss) on asset disposals, net | (7,868) | 87 | (7,781) | (14) | (7,795) | | Gain on sale of business and other exit costs, net | 8,080 | — | 8,080 | 797 | 8,877 | | Gain on license sales and exchanges, net | — | 4,800 | 4,800 | — | 4,800 | | Interest expense | 2,424 | (7,378) | (4,954) | (48,120) | (53,074) | | Capital expenditures from continuing operations | $149,056 | $9,051 | $158,107 | $624 | $158,731 | 1"All Other" represents TDS' non-reportable other business activities that do not meet the quantitative thresholds for being a reportable segment and includes cash balances under terms of the TDS cash management arrangement. 2The significant segment expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown. Telephone and Data Systems, Inc. Additional Required Information Controls and Procedures Evaluation of Disclosure Controls and Procedures TDS maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) that are designed to ensure that information required to be disclosed in its reports filed or submitted under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to TDS’ management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. As required by SEC Rules 13a-15(b), TDS carried out an evaluation, under the supervision and with the participation of management, including its principal executive officer and principal financial officer, of the effectiveness of the design and operation of TDS’ disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on this evaluation, TDS’ principal executive officer and principal financial officer concluded that TDS' disclosure controls and procedures were effective as of June 30, 2026, at the reasonable assurance level. Changes in Internal Control Over Financial Reporting There have been no changes in internal controls over financial reporting that have occurred during the three months ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, TDS' internal control over financial reporting. Legal Proceedings In April 2018, the United States Department of Justice (DOJ) notified TDS that it was conducting inquiries of Array and TDS under the federal False Claims Act relating to Array’s participation in wireless spectrum license auctions 58, 66, 73 and 97 conducted by the FCC. Array is or was a limited partner in several limited partnerships which qualified for the 25% bid credit in each auction. The investigation arose from civil actions under the Federal False Claims Act brought by private parties in the U.S. District Court for the Western District of Oklahoma. In 2019, following the DOJ’s investigation, the DOJ informed Advantage Spectrum, L.P. (Advantage) and King Street Wireless, L.P. (King Street) that it would not intervene in the above-referenced actions. Subsequently, the private party plaintiffs decided to continue the actions on their own. In July 2020, these actions were transferred to the U.S. District Court for the District of Columbia upon the request of Advantage and King Street and over the objection of the Relators. In March 2023, the District Court for the District of Columbia granted Advantage’s and King Street’s motion to dismiss the actions with prejudice. The private party plaintiffs appealed the district court’s decision to grant the motions to dismiss. In April 2025, the U.S. Court of Appeals for the D.C. Circuit affirmed the district court’s dismissal as to the case involving King Street. Plaintiffs filed a petition for certiorari with the U.S. Supreme Court on September 5, 2025. On January 12, 2026, the Supreme Court denied the petition. The King Street case is now concluded. In the Advantage case, on September 26, 2025, the D.C. Circuit reversed the district court’s decision dismissing the case and remanded that case to the district court for further proceedings. The district court set a briefing schedule for defendants' motions to dismiss and stayed all other proceedings. On January 22, 2026, the defendants filed a motion to dismiss in the Advantage case. The motion to dismiss is now fully briefed. TDS and Array believe that the Relators' claims are without merit and that Advantage's and King Street's participation in FCC auctions complied with applicable law and FCC Rules. On January 31, 2025, a stockholder derivative lawsuit was filed in the Circuit Court of Cook County, Illinois, Chancery Division against certain TDS and Array directors and officers, and nominal defendant TDS. The derivative lawsuit takes issue with certain public statements made between May 6, 2022 and November 3, 2022 regarding, among other things, Array's business strategies to address subscriber demand, alleging that the fact that the statements were made was a breach of fiduciary duty on the part of the officer and director defendants, and bringing claims for indemnification and contribution against the officer and director defendants and Array. In addition to indemnification and contribution, the plaintiff seeks money damages and the implementation of certain governance proposals. On July 21, 2025, a motion to intervene in the lawsuit was filed by the stockholder plaintiff who had previously filed a stockholder derivative lawsuit in the United States District Court for the Northern District of Illinois and subsequently dismissed that federal court lawsuit. The defendants filed a motion to dismiss the Circuit Court lawsuit on July 23, 2025. On September 29, 2025, the proposed intervenor withdrew her motion to intervene. A hearing on the motion to dismiss was held on October 6, 2025, and the motion remains pending. TDS is unable at this time to determine whether the outcome of these actions would have a material impact on its results of operations, financial condition, or cash flows. TDS intends to contest plaintiffs' claims vigorously on the merits. Unregistered Sales of Equity Securities and Use of Proceeds On August 2, 2013, the Board of Directors of TDS authorized, and TDS announced by Form 8-K, a $250 million stock repurchase program for TDS Common Shares. Depending on market conditions, such shares may be repurchased in compliance with Rule 10b-18 of the Exchange Act, pursuant to Rule 10b5-1 under the Exchange Act, or pursuant to accelerated share repurchase arrangements, prepaid share repurchases, private transactions or as otherwise authorized. This authorization does not have an expiration date. On November 7, 2025, TDS announced that its Board of Directors had authorized an additional $500 million stock repurchase program for TDS Common Shares, which program is incremental to, and has similar terms as, the existing program. The maximum dollar value of shares that may yet be purchased was $523.9 million as of June 30, 2026. TDS did not determine to terminate the foregoing Common Share repurchase program. There were no purchases made by or on behalf of TDS, or any purchases made by any "affiliated purchaser" (as defined by the SEC) of TDS, of TDS Common Shares during the quarter covered by this Form 10-Q. Other Information Rule 10b5-1 Trading Arrangements During the three months ended June 30, 2026, none of TDS' directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) has adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K). Exhibits Exhibit Number Description of Documents Exhibit 3.1 [TDS' Restated Certificate of Incorporation (including all amendments](charter-5x21x2026x412b5f.htm)[).](charter-5x21x2026x412b5f.htm) Exhibit 10.1 [Form of TDS 2022 Long-Term Incentive Plan 2026 Performance Share Award Agreement.](tds6302026ex101.htm) Exhibit 10.2 [Form of TDS 2022 Long-Term Incentive Plan 2026 Restricted Stock Unit Award Agreement.](tds6302026ex102.htm) Exhibit 31.1 [Principal executive officer certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.](tds6302026ex311.htm) Exhibit 31.2 [Principal financial officer certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.](tds6302026ex312.htm) Exhibit 32.1 [Principal executive officer certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.](tds6302026ex321.htm) Exhibit 32.2 [Principal financial officer certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.](tds6302026ex322.htm) Exhibit 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. Exhibit 101.SCH Inline XBRL Taxonomy Extension Schema Document Exhibit 101.PRE Inline XBRL Taxonomy Presentation Linkbase Document Exhibit 101.CAL Inline XBRL Taxonomy Calculation Linkbase Document Exhibit 101.LAB Inline XBRL Taxonomy Label Linkbase Document Exhibit 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Exhibit 104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the inline document. Form 10-Q Cross Reference Index Item Number Page No. Part I. Financial Information [Item 1.](#i90f568451d5a4eae94b2d433d403026c_88) [Financial Statements (Unaudited)](#i90f568451d5a4eae94b2d433d403026c_88) [33](#i90f568451d5a4eae94b2d433d403026c_88) - [39](#i90f568451d5a4eae94b2d433d403026c_103) [Notes to Consolidated Financial Statements](#i90f568451d5a4eae94b2d433d403026c_112) [43](#i90f568451d5a4eae94b2d433d403026c_112) - [51](#i90f568451d5a4eae94b2d433d403026c_178) [Item 2.](#i90f568451d5a4eae94b2d433d403026c_10) [Management's Discussion and Analysis of Financial Condition and Results of Operations](#i90f568451d5a4eae94b2d433d403026c_10) [1](#i90f568451d5a4eae94b2d433d403026c_10) - [29](#i90f568451d5a4eae94b2d433d403026c_76) [Item 3.](#i90f568451d5a4eae94b2d433d403026c_85) [Quantitative and Qualitative Disclosures About Market Risk](#i90f568451d5a4eae94b2d433d403026c_85) [32](#i90f568451d5a4eae94b2d433d403026c_85) [Item 4.](#i90f568451d5a4eae94b2d433d403026c_193) [Controls and Procedures](#i90f568451d5a4eae94b2d433d403026c_193) [56](#i90f568451d5a4eae94b2d433d403026c_193) Part II. Other Information [Item 1.](#i90f568451d5a4eae94b2d433d403026c_196) [Legal Proceedings](#i90f568451d5a4eae94b2d433d403026c_196) [57](#i90f568451d5a4eae94b2d433d403026c_196) [Item 1A.](#i90f568451d5a4eae94b2d433d403026c_79) [Risk Factors](#i90f568451d5a4eae94b2d433d403026c_79) [31](#i90f568451d5a4eae94b2d433d403026c_79) [Item 2.](#i90f568451d5a4eae94b2d433d403026c_199) [Unregistered Sales of Equity Securities and Use of Proceeds](#i90f568451d5a4eae94b2d433d403026c_199) [58](#i90f568451d5a4eae94b2d433d403026c_199) [Item 5.](#i90f568451d5a4eae94b2d433d403026c_205) [Other Information](#i90f568451d5a4eae94b2d433d403026c_205) [59](#i90f568451d5a4eae94b2d433d403026c_205) [Item 6.](#i90f568451d5a4eae94b2d433d403026c_208) [Exhibits](#i90f568451d5a4eae94b2d433d403026c_208) [60](#i90f568451d5a4eae94b2d433d403026c_208) [Signatures](#i90f568451d5a4eae94b2d433d403026c_214) [62](#i90f568451d5a4eae94b2d433d403026c_214) 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 thereunto duly authorized. TELEPHONE AND DATA SYSTEMS, INC. (Registrant) Date: August 7, 2026 /s/ Walter C. D. Carlson Walter C. D. Carlson President and Chief Executive Officer (principal executive officer) Date: August 7, 2026 /s/ Vicki L. Villacrez Vicki L. Villacrez Executive Vice President and Chief Financial Officer (principal financial officer) --- ## EX-3.1 SEC source: [charter-5x21x2026x412b5f.htm](https://www.sec.gov/Archives/edgar/data/1051512/000105151226000063/charter-5x21x2026x412b5f.htm) ![Slide 1]() > **Source slide transcript** > --- ![Slide 2]() > **Source slide transcript** > --- ![Slide 3]() > **Source slide transcript** > --- ![Slide 4]() > **Source slide transcript** > --- ![Slide 5]() > **Source slide transcript** > --- ![Slide 6]() > **Source slide transcript** > --- ![Slide 7]() > **Source slide transcript** > --- ![Slide 8]() > **Source slide transcript** > --- ![Slide 9]() > **Source slide transcript** > --- ![Slide 10]() > **Source slide transcript** > --- ![Slide 11]() > **Source slide transcript** > --- ![Slide 12]() > **Source slide transcript** > --- ![Slide 13]() > **Source slide transcript** > --- ![Slide 14]() > **Source slide transcript** > --- ![Slide 15]() > **Source slide transcript** > --- ![Slide 16]() > **Source slide transcript** > --- ![Slide 17]() > **Source slide transcript** > --- ![Slide 18]() > **Source slide transcript** > --- ![Slide 19]() > **Source slide transcript** > --- ![Slide 20]() > **Source slide transcript** > --- ![Slide 21]() > **Source slide transcript** > --- ![Slide 22]() > **Source slide transcript** > --- ![Slide 23]() > **Source slide transcript** > --- ![Slide 24]() > **Source slide transcript** > --- ![Slide 25]() > **Source slide transcript** > --- ![Slide 26]() > **Source slide transcript** > --- ![Slide 27]() > **Source slide transcript** > --- ![Slide 28]() > **Source slide transcript** > --- ![Slide 29]() > **Source slide transcript** > --- ![Slide 30]() > **Source slide transcript** > --- ![Slide 31]() > **Source slide transcript** > --- ![Slide 32]() > **Source slide transcript** > --- ![Slide 33]() > **Source slide transcript** > --- ![Slide 34]() > **Source slide transcript** > --- ![Slide 35]() > **Source slide transcript** > --- ![Slide 36]() > **Source slide transcript** > --- ![Slide 37]() > **Source slide transcript** > --- ![Slide 38]() > **Source slide transcript** > --- ![Slide 39]() > **Source slide transcript** > --- ![Slide 40]() > **Source slide transcript** > --- ![Slide 41]() > **Source slide transcript** > --- ![Slide 42]() > **Source slide transcript** > --- ![Slide 43]() > **Source slide transcript** > --- ![Slide 44]() > **Source slide transcript** > --- ![Slide 45]() > **Source slide transcript** > --- ![Slide 46]() > **Source slide transcript** > --- ![Slide 47]() > **Source slide transcript** > --- ![Slide 48]() > **Source slide transcript** > --- ![Slide 49]() > **Source slide transcript** > --- ![Slide 50]() > **Source slide transcript** > --- ![Slide 51]() > **Source slide transcript** > --- ![Slide 52]() > **Source slide transcript** > --- ![Slide 53]() > **Source slide transcript** > --- ![Slide 54]() > **Source slide transcript** > --- ![Slide 55]() > **Source slide transcript** > --- ![Slide 56]() > **Source slide transcript** > --- ![Slide 57]() > **Source slide transcript** > --- ![Slide 58]() > **Source slide transcript** > --- --- ![Slide 59]() ![Slide 60]() ![Slide 61]() ![Slide 62]() --- ## EX-10.1 SEC source: [tds6302026ex101.htm](https://www.sec.gov/Archives/edgar/data/1051512/000105151226000063/tds6302026ex101.htm) Exhibit 10.1 TELEPHONE AND DATA SYSTEMS, INC. 2022 LONG-TERM INCENTIVE PLAN 2026 PERFORMANCE SHARE AWARD AGREEMENT Telephone and Data Systems, Inc., a Delaware corporation (the “Company”), hereby grants to the recipient of this award (the “Employee”) as of May 20, 2026 (the “Grant Date”), pursuant to the provisions of the Telephone and Data Systems, Inc. 2022 Long-Term Incentive Plan, as it may be amended from time to time (the “Plan”), a Performance Share Award (the “Award”) with a target opportunity equal to the number of shares of Common Stock (the “Target Opportunity”) set forth in the “Portfolio Summary” section of the Employee’s Company on-line account with Shareworks (the “Award Summary”), upon and subject to the restrictions, terms and conditions set forth below. Depending on performance during the Performance Period (for all purposes of this Award Agreement, as defined in Exhibit A hereto), the Employee may be entitled under this Award Agreement to shares of Common Stock equal to a number that is greater or lesser than the Target Opportunity in accordance with Section 3 below. Capitalized terms not defined herein shall have the meanings specified in the Plan. 1. Award Subject to Acceptance. The Award shall become null and void unless the Employee accepts the Award and this Award Agreement electronically by utilizing the Employee’s Company on-line account with Shareworks, which is accessed at www.shareworks.com/login (or via such other method as prescribed by the Company). 2. Rights as Stockholder. The Employee shall not be entitled to any privileges of ownership with respect to the shares of Common Stock subject to the Award unless and until, and only to the extent, such shares become vested and are issued pursuant to the terms of this Award Agreement and the Employee becomes a stockholder of record with respect to such shares. As of each date prior to the settlement of the Award on which the Company pays a regular cash dividend to record owners of shares of Common Stock (a “Dividend Date”), then the number of shares subject to the Award shall increase by (i) the product of the number of shares subject to the Award immediately prior to such Dividend Date (taking into account any adjustment pursuant to Section 3 and any cash dividend equivalents previously credited pursuant to this Section 2) multiplied by the dollar amount of the cash dividend paid per share of Common Stock on such Dividend Date, divided by (ii) the Fair Market Value of a share of Common Stock on such Dividend Date, with such amount rounded down to the nearest whole number. Any such additional shares shall be subject to the same vesting conditions and payment terms set forth herein as the shares to which they relate. 3. Performance-Based Adjustment. (a) In General. The number of shares of Common Stock subject to this Award shall be adjusted pursuant to the terms of this Award Agreement and the Plan and based on the achievement of Performance Measures (for all purposes of this Award Agreement, as defined in accordance with Exhibit A hereto and determined in accordance with criteria approved by the Committee) during the Performance Period. Achievement of the Performance Measures shall be determined and certified by the Committee in writing within sixty (60) days following the last day of the applicable Performance Period (the date of such certification, a “Certification Date”). (b) Impact of Adjustment. On and after each Certification Date, “Award” for all purposes of this Award Agreement shall mean the Award as adjusted pursuant to this Section 3. To the extent shares of Common Stock subject to the Award are reduced pursuant to this Section 3, then the Award shall be forfeited and shall be cancelled by the Company as it relates to those reduced shares, and the Employee shall have no rights with respect thereto (including, without limitation, any rights with respect to the related accumulated dividend equivalents under Section 2). (c) Fractional Shares. Only a whole number of shares of Common Stock may be issued in respect of this Award. If a fractional number of shares of Common Stock is scheduled to vest and become nonforfeitable pursuant to Section 4, such number of shares shall be rounded down to the nearest whole number, with the fractional portion thereof forfeited. 4. Restriction Period and Termination of Employment. (a) In General. Except as otherwise provided in this Award Agreement, the Award shall become vested and nonforfeitable and the Restriction Period with respect to the Award shall terminate on December 31, 2028 (the “Vesting Date”), provided that the Employee remains continuously employed by the Employers and Affiliates until the Vesting Date. Following the Vesting Date, but no later than the 15th day of the third calendar month following the Vesting Date (the “Release Date”), the Company shall issue to the Employee in a single payment the shares of Common Stock subject to the Award. (b) Death or Disability. If the Employee’s employment with the Employers and Affiliates terminates prior to the Vesting Date by reason of death or Disability, then on the date of the Employee’s termination of employment, a pro-rata portion of the Award (in the case of termination prior to the Certification Date, without regard to any adjustment pursuant to Section 3, and in the case of termination on or following the Certification Date, after any adjustment pursuant to Section 3) shall become vested and nonforfeitable and the Restriction Period with respect to such pro-rata portion of the Award shall terminate, and the remaining portion of the Award shall be forfeited and shall be cancelled by the Company and the Employee (or his or her beneficiary, as applicable) shall have no rights with respect thereto (including, without limitation, any rights relating to unvested accumulated dividend equivalents under Section 2). Such pro-rata portion shall be equal to the number of shares of Common Stock subject to the Award, multiplied by a fraction, the numerator of which is the number of whole months commencing on January 1, 2026 and ending on the date of the Employee’s termination, and the denominator of which is 36. Within sixty (60) days following the date of the Employee’s termination of employment, the Company shall issue to the Employee or the Employee’s designated beneficiary, as applicable, in a single payment the shares of Common Stock subject to the portion of the Award that has become nonforfeitable pursuant to this Section 4(b); provided, however, that if the Employee terminated employment by reason of Disability, the Award is subject to section 409A of the Code, and the Employee is a Specified Employee as of the date of his or her termination of employment, then such payment shall be delayed until and made during the seventh calendar month following the calendar month during which the Employee’s termination of employment occurs (or, if earlier, the calendar month following the calendar month of the Employee’s death). For purposes of this Award Agreement, “Disability” shall mean a disability within the meaning of the long-term disability plan of the Employee’s Employer, as determined by the disability insurer of such plan. (c) Retirement. If the Employee’s employment with the Employers and Affiliates terminates prior to the Vesting Date by reason of Retirement, then a pro-rata portion of the Award (based on actual achievement of the Performance Measures through the end of the applicable Performance Period(s)) shall become nonforfeitable, and the remaining portion of the Award shall be forfeited and shall be cancelled by the Company and the Employee shall have no rights with respect thereto (including, without limitation, any rights relating to unvested accumulated dividend equivalents under Section 2). Such pro-rata portion shall be equal to the number of shares of Common Stock subject to the Award, multiplied by a fraction, the numerator of which is the number of whole months commencing on January 1, 2026 and ending on the date of the Employee’s termination, and the denominator of which is 36. On the Release Date, the Company shall issue to the Employee in a single payment the shares of Common Stock subject to the portion of the Award that became nonforfeitable pursuant to this Section 4(c). For purposes of this Award Agreement, “Retirement” shall mean the Employee’s termination of employment with the Employers and Affiliates on or after January 1, 2027 and at or after attainment of age 66. For the avoidance of doubt, if the Employee’s employment is terminated by reason of negligence or willful misconduct, as determined by the Company in its sole discretion, such termination shall not qualify as a termination due to Retirement (despite the attainment of age 66 by the Employee). (d) Other Termination of Employment. If the Employee’s employment with the Employers and Affiliates terminates prior to the Vesting Date for a reason other than death, Disability or Retirement (including if the Employee’s employment is terminated prior to the Vesting Date by reason of the Employee’s negligence or willful misconduct, in each case as determined by the Company in its sole discretion, irrespective of whether such termination occurs on or after the Employee attains age 66), then the Award immediately shall be forfeited and cancelled in its entirety on the date of such termination, and the Employee shall have no rights with respect thereto (including, without limitation, any rights relating to accumulated dividend equivalents under Section 2). 5. Forfeiture of Award and Award Gain upon Competition, Misappropriation, Solicitation or Disparagement. Notwithstanding any other provision herein, if the Employee engages in (i) Competition (as defined in this Section 5 below), (ii) Misappropriation (as defined in this Section 5 below), (iii) Solicitation (as defined in this Section 5 below), or (iv) Disparagement (as defined in this Section 5 below), then (i) on the date of such Competition, Misappropriation, Solicitation or Disparagement, the Award immediately shall be forfeited and cancelled in its entirety and the Employee shall have no rights with respect thereto (including, without limitation, any rights relating to accumulated dividend equivalents under Section 2) and (ii) the Employee shall pay the Company, within five business days of receipt by the Employee of a written demand therefor, an amount in cash determined by multiplying the number of shares of Common Stock delivered to the Employee pursuant to the Award within the twelve-month period immediately preceding such Competition, Misappropriation, Solicitation or Disparagement, if any (without reduction for any shares of Common Stock withheld by the Company pursuant to Section 8.3) by the Fair Market Value of a share of Common Stock on the date that the Award was settled. The Employee acknowledges and agrees that the Award, by encouraging stock ownership and thereby increasing an employee’s proprietary interest in the Company’s success, is intended as an incentive to participating employees to remain in the employ of the Employers or an Affiliate. The Employee acknowledges and agrees that this Section 5 is therefore fair and reasonable, and not a penalty. The Employee may be released from the Employee’s obligations under this Section 5 only if and to the extent the Committee determines in its sole discretion that such release is in the best interests of the Company. Moreover, the provisions of the first sentence of this Section 5 are inapplicable and will not be enforced against the Employee as related to clause (i) (with respect to the Employee’s engagement in Competition) and clause (iii) (with respect to the Employee’s engagement in Solicitation) if the Employee regularly performed services for the Employers in California or, regardless of where this Award Agreement was signed or where the Employee regularly performed services for the Employers, if these provisions would have the effect of prohibiting the Employee from seeking or obtaining work in California. The Employee agrees that by accepting this Award Agreement the Employee authorizes the Employers and any Affiliate to deduct any amount owed by the Employee pursuant to this Section 5 from any amount payable by the Employers or any Affiliate to the Employee, including, without limitation, any amount payable to the Employee as salary, wages, vacation pay or bonus as allowed under state law. The Employee further agrees to execute any documents at the time of setoff required by the Employers and any Affiliate in order to effectuate the setoff. This right of setoff shall not be an exclusive remedy (the Company shall be entitled to any other remedy permitted under applicable law) and an Employer’s or an Affiliate’s election not to exercise this right of setoff with respect to any amount payable to the Employee shall not constitute a waiver of this right of setoff with respect to any other amount payable to the Employee or any other remedy. Should the Company institute a legal action against the Employee to recover the amounts due, the Employee agrees to reimburse the Company for its reasonable attorneys’ fees and litigation costs incurred in recovering such amounts from the Employee. For purposes of this Award Agreement, “Competition” shall mean that the Employee, directly or indirectly, individually or in conjunction with any Person, during the Employee’s employment with the Employers and the Affiliates and for the twelve months after the termination of that employment for any reason, other than on any Employer’s or Affiliate’s behalf (i) provides, or solicits to provide, to any existing or prospective customer of an Employer or Affiliate with whom the Employee had contact during the twelve month period immediately prior to termination of the Employee’s employment (or provide any information to a third party in connection with its or their direct or indirect solicitation of said customers), the same or a similar (such that it could substitute for) product or service provided by an Employer or Affiliate; (ii) works for any provider of wireless tower, licensed wireless spectrum, wireline, or broadband telecommunications products or services, including internet, telephone, cable or TV; or (iii) works for any entity that that may require utilizing any Confidential Information (as defined below) acquired while employed by any Employer or Affiliate; in the case of each of subparts (ii) and (iii) in any market within the continental United States in which an Employer or Affiliate operated, in the same or similar role for which Employee worked for Employer. “Work for” includes the provision of services, whether paid or unpaid, as an employee, officer, director, consultant or advisor. “Prospective customer” shall mean any person or entity that is the subject of an open bid or proposal at the time that Employee’s employment terminates. For purposes of this Award Agreement, “Misappropriation” shall mean that the Employee (i) uses Confidential Information (as defined below) for the benefit of anyone other than the Employers or an Affiliate, as the case may be, or discloses the Confidential Information to anyone not authorized by the Employers or an Affiliate, as the case may be, to receive such information; (ii) upon termination of employment, makes any summaries of, takes any notes with respect to or memorizes any Confidential Information or takes any Confidential Information or reproductions thereof from the facilities of the Employers or an Affiliate or (iii) upon termination of employment or upon the request of the Employers or an Affiliate, fails to return all Confidential Information then in the Employee’s possession. For the avoidance of doubt, “Misappropriation” does not include disclosure of Confidential Information in the reporting of any allegations of unlawful conduct to any governmental official for investigation, including by filing a charge or complaint with any federal, state or local governmental agency or commission, such as the U.S. Securities and Exchange Commission, or by participating in any such agency or commission’s investigation without notice to the Employers, or to an attorney, provided that the Employee informs the official, agency, commission or attorney that the Employers and/or Affiliates deem the information to be confidential. The Employee may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (a) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and provided that such disclosure is solely for the purpose of reporting or investigating a suspected violation of the law, or (b) in a complaint or other document filed in a lawsuit or other proceeding, provided that such filing is made under seal. Additionally, in the event the Employee files a lawsuit against the Employer for retaliation by the Employer against the Employee for reporting a suspected violation of law, the Employee has the right to provide trade secret information to their attorney and use the trade secret information in the court proceeding, although the Employee must file any document containing the trade secret under seal and may not disclose the trade secret, except pursuant to court order. “Confidential Information” shall mean any information that the Employee learns or develops during the course of employment with an Employer or Affiliate that gives the Employer or any Affiliate a commercial advantage over a competitor that does not have such information and/or information that is not generally known to Persons outside the Employer or Affiliate, regardless of whether it is labeled confidential. Such information includes, but is not limited to, any confidential and proprietary drawings, reports, sales and training manuals, customer lists, computer programs and other material embodying trade secrets or confidential technical, business, or financial information of any Employer or an Affiliate. Confidential Information also includes information of third parties for which an Employer or Affiliate has accepted obligations of confidentiality. Nothing in this Award Agreement shall be interpreted or applied in a way that interferes with the Employee’s legal right to engage in Section 7 activities under the National Labor Relations Act as well as any right to make truthful statements or disclosures regarding wages, hours and/or other terms and conditions of employment, which may be subject to an enforceable non- disclosure or confidentiality obligation pursuant to some other contract, policy, or arrangement or applicable law. For purposes of this Award Agreement, “Solicitation” shall mean that the Employee, directly or indirectly, individually or in conjunction with any Person, during the Employee’s employment with the Employers and the Affiliates and for the twelve months after the termination of that employment for any reason, other than on any Employer’s or Affiliate’s behalf, solicits, induces or encourages (or attempts to solicit, induce or encourage) any individual away from any Employer’s or Affiliate’s employ or from the faithful discharge of such individual’s contractual and fiduciary obligations to serve the Employers’ and Affiliates’ interests with undivided loyalty. For purposes of this Award Agreement, “Disparagement” shall mean that the Employee has made a material statement (whether oral, written or electronic), or released any material information or encouraged others to make such a statement or release such information, to any Person other than to an officer of an Employer or an Affiliate that, if the Employee is considered a supervisor under the National Labor Relations Act, is designed to embarrass, disparage or demean an Employer, an Affiliate, or any of their respective owners, directors, officers, employees, products or services, or if the Employee is not considered a supervisor under the National Labor Relations Act, is so disloyal, reckless or maliciously untrue as to lose its status as protected activity, including under the National Labor Relations Act, about an Employer, an Affiliate, or any of their respective owners, directors, officers, employees, products or services. For the avoidance of doubt, “Disparagement” does not include making truthful statements (i) when required by legal process to do so by a court of law, (ii) to any governmental agency having supervisory authority over the business of an Employer or Affiliate, or (iii) when required by any administrative or legislative body (including a committee thereof) with the jurisdiction to order the Employee to divulge, disclose or make accessible such information. 6. Delivery of Shares. On the date of payment of the Award, the Company shall deliver or cause to be delivered to the Employee (or the Employee’s beneficiary, as applicable) one or more certificates issued in the Employee’s (or beneficiary’s) name (or such name as is acceptable to the Company and designated in writing by the Employee (or beneficiary)) representing the shares of Common Stock that have become vested pursuant to this Award (or such delivery shall be evidenced by appropriate entry in the books of the Company or a duly authorized transfer agent of the Company). The holder of the Award shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery, unless the Company in its discretion elects to make such payment. Prior to the issuance to the Employee of shares of Common Stock with respect to the vested Award, the Employee shall have no direct or secured claim in any specific assets of the Company or in such shares, and will have the status of a general unsecured creditor of the Company. 7. Change in Control. The treatment of the Award in connection with a Change in Control shall be governed by Section 7.9 of the Plan. 8. Additional Terms and Conditions of Award. 8.1. Transferability of Award. Except (i) to a beneficiary upon the Employee’s death (as designated in such form prescribed by the Company or pursuant to the terms of the Plan, and which may be designated on both a primary and contingent basis) or (ii) pursuant to a court order entered in connection with a dissolution of marriage or child support, the Employee may not sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Award (whether by operation of law or otherwise) and the Award otherwise may not be subject to execution, attachment or similar process. Upon any attempt by the Employee to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Award, the Award and all rights hereunder shall immediately become null and void. 8.2. Investment Representation. The Employee hereby represents and covenants that (a) any shares of Common Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Employee shall submit a written statement, in a form satisfactory to the Company, to the effect that such representation is true and correct as of the date of acquisition of any shares hereunder or is true and correct as of the date of sale of any such shares, as applicable. As a condition precedent to the issuance or delivery to the Employee of any shares subject to the Award, the Employee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Committee shall in its sole discretion deem necessary or advisable. 8.3. Tax Withholding. The Employee timely shall pay to the Company such amount as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Award. The Required Tax Payments shall be satisfied by the Company withholding whole shares of Common Stock which would otherwise be delivered to the Employee pursuant to the Award, having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with the Award. Shares of Common Stock to be withheld may not have an aggregate Fair Market Value in excess of the amount determined by applying the minimum statutory withholding rate; provided, however, that the number of shares to be withheld to satisfy the Required Tax Payments shall be rounded up to the nearest whole share, and the Company shall reimburse the Employee in cash for any such excess tax withholding as soon as practicable thereafter. Notwithstanding the foregoing provisions of this Section 8.3, an Employee shall satisfy his or her obligation to advance employment taxes owed prior to the date that the Restriction Period with respect to the Award terminates, if any, by a cash payment to the Company, and the Employee hereby authorizes the Company or any Affiliate to deduct such cash payment from any amount payable by the Company or such Affiliate to the Employee, including without limitation any amount payable to the Employee as salary or wages as allowed under state law. The Employee agrees that the authorization set forth in this Section 8.3 with respect to deductions from future amounts payable may be reauthorized via electronic means determined by the Company. The Employee may revoke this authorization by written notice to the Company prior to any such deduction. 8.4. Adjustment. In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation or any successor or replacement accounting standard) that causes the per share value of shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary cash dividend, the terms of the Award, including the number and class of securities subject to the Award, shall be appropriately adjusted by the Committee. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such adjustment described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights of participants. In either case, the decision of the Committee regarding any such adjustment shall be final, binding and conclusive. 8.5. Compliance with Applicable Law. The Award is subject to the condition that if the listing, registration or qualification of the shares of Common Stock subject to the Award upon any securities exchange or under any law, the consent or approval of any governmental body or the taking of any other action is necessary or desirable as a condition of, or in connection with, the delivery of shares, such shares will not be delivered unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent, approval or other action. 8.6. Award Confers No Rights to Continued Employment or Service. In no event shall the granting of the Award or the acceptance of this Award Agreement and the Award by the Employee give or be deemed to give the Employee any right to continued employment by or service with any Employer or any subsidiary or affiliate of an Employer. 8.7. Decisions of Committee. The Committee or its delegate shall have the right to resolve all questions which may arise in connection with the Award. Any interpretation, determination or other action made or taken by the Committee or its delegate regarding the Award, the Plan, this Award Agreement or the Award Summary shall be final, binding and conclusive. 8.8. Award Agreement and Award Summary Subject to the Plan. This Award Agreement and the Award Summary are subject to the provisions of the Plan, and shall be interpreted in accordance therewith. The Employee hereby acknowledges receipt of a copy of the Plan. 8.9. Award Subject to Clawback. The Award and any shares of Common Stock delivered pursuant to the Award are subject to forfeiture, recovery by the Company or other action pursuant to the Company’s Policy on Recoupment and Forfeiture of Incentive Compensation, and any other clawback or recoupment policy which the Company may adopt from time to time. 9. Miscellaneous Provisions. 9.1. Successors. This Award Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any Person or Persons who shall acquire any rights hereunder in accordance with this Award Agreement or the Plan. 9.2. Notices. All notices, requests or other communications provided for in this Award Agreement shall be made in writing either (a) by actual delivery to the party entitled thereto, (b) by mailing in the United States mail to the last known address of the party entitled thereto, via certified or registered mail, postage prepaid and return receipt requested, (c) by telecopy with confirmation of receipt or (d) by electronic mail, utilizing notice of undelivered electronic mail features. The notice, request or other communication shall be deemed to be received (a) in case of delivery, on the date of its actual receipt by the party entitled thereto, (b) in case of mailing by certified or registered mail, five days following the date of such mailing, (c) in case of telecopy, on the date of confirmation of receipt and (d) in case of electronic mail, on the date of mailing, but only if a notice of undelivered electronic mail is not received. 9.3. Governing Law. The Award, this Award Agreement, the Award Summary and the Plan, and all determinations made and actions taken pursuant thereto, to the extent otherwise not governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without regard to principles of conflicts of laws. 9.4. Modification and Severability. It is the intention of the parties that if any term, restriction, covenant, or promise in this Award Agreement is found to be invalid, illegal or unenforceable in any respect, then such term, restriction, covenant, or promise shall be modified to the minimum extent necessary to make it valid, legal and enforceable. The parties agree that in the event that any part of this Award Agreement shall be declared invalid, it shall not affect the validity of any of the remaining terms or provisions of this Award Agreement. The restrictive covenants and agreements of the Employee related thereto shall survive the termination of this Award Agreement for any reason. 9.5. Consideration of Award Agreement. The Employee hereby acknowledges that the Employee has been provided at least fourteen (14) days within which to consider this Award Agreement and has been advised in writing that the Employee should consult an attorney prior to accepting it. The Employee further acknowledges that the Employee has carefully read and fully understands this Award Agreement in its entirety, has reviewed this Award Agreement with individuals of the Employee’s own choosing, and that the Employee has entered into this Award Agreement knowingly and voluntarily, and intends to be bound thereby. 9.6. Compliance with Section 409A of the Code. It is intended that the Award, this Award Agreement, and the Plan be exempt from the requirements of section 409A of the Code to the maximum extent permissible under law. To the extent section 409A of the Code applies to the Award, this Award Agreement, and/or the Plan, it is intended that the Award, this Award Agreement, and the Plan comply with the requirements of section 409A of the Code to the maximum extent permissible under law. The Award, this Award Agreement, and the Plan shall be administered and interpreted in a manner consistent with this intent. To the extent that the Award constitutes “nonqualified deferred compensation” within the meaning of section 409A of the Code, for any purpose required under section 409A of the Code (and solely for such purpose), all references herein to the Employee’s “termination of employment” or similar references shall mean Separation from Service. No particular tax result for the Employee with respect to any income recognized by the Employee in connection with this Award Agreement is guaranteed, and the Employee solely shall be responsible for any taxes, penalties, interest or other losses or expenses incurred by the Employee in connection with this Award Agreement. 9.7. Amendment and Waiver. The Company may amend or waive the provisions of this Award Agreement at any time; provided, however, that in the event of any such amendment or waiver that would materially impair the rights of the Employee, such amendment or waiver shall be effective only with the written agreement of the Employee. No course of conduct or failure or delay in enforcing the provisions of this Award Agreement shall affect the validity, binding effect or enforceability of this Award Agreement. TELEPHONE AND DATA SYSTEMS, INC. By: Name: Walter C. D. Carlson Title: President and Chief Executive Officer Accept grant electronically in SHAREWORKS account at www.shareworks.com/login (or via such other method as prescribed by the Company) IMPORTANT NOTICE--PLEASE READ You must have a beneficiary designation form on file submitted in scanned electronic copy form to: - TDS Madison Compensation Department or TDS Telecom Compensation Department The form may be printed from your Shareworks account at www.shareworks.com/login under the “Documents” tab (or accessed via such other method as prescribed by the Company). A single beneficiary designation form is maintained for all of your stock options, restricted stock units and performance share awards granted under the Plan. You also may elect at any time to change a previously-designated beneficiary for your stock options, restricted stock units and performance share awards by completing and submitting a new beneficiary designation form in accordance with procedures prescribed by the Company. EXHIBIT A The following applies to Employees employed by TDS Corporate as of the Grant Date (and any Employee of TDS Telecommunications LLC providing services to TDS Corporate as of the Grant Date and designated by the Committee to receive a TDS Corporate award). - ELEMENT PROVISION - Performance Period, Performance Measures, and Weightings January 1, 2026 to December 31, 2026: 2026 Performance Award Payout Percentage for Array Digital Infrastructure, Inc., disregarding the Relative Total Shareholder Return performance measure (16%) January 1, 2026 to December 31, 2028: 2026 Performance Award Payout Percentage for TDS Telecommunications LLC, disregarding the Relative Total Shareholder Return performance measure (64%) January 1, 2026 to December 31, 2028: Relative Total ShareholderReturn (“TSR”) (20%) - Performance Measure Definitions Array 2026 Performance Award PayoutPercentage As certified by the Board of Directors of Array following the Performance Period (March 17, 2026 annual grant) - TDS Telecom 2026PerformanceAward Payout Percentage As certified by the Committee following the Performance Period (see below TDS Telecom-specific exhibit) - Relative TSR - Payout range: 0% to 200% - - Determined for Telephone and Data Systems, Inc., as well as the Peer Group (as defined below), from the beginning to the end of the Performance Period. - - Calculations subject to the following rules: - - Beginning stock price is the thirty (30) trading-day average closing stock price preceding January 1 of the first year of the Performance Period. - - Ending stock price is the thirty (30) trading-day average closing stock price preceding January 1 of the year following the end of the Performance Period. - - Dividends, if any, are deemed to be reinvested in additional shares of the subject company, based on the then-current closing stock price. - - TSR is expressed as an annualized percentage. - - Members of the Peer Group acquired (i.e., a transaction where the member is not the surviving entity), taken private or no longer publicly traded in the U.S. during the Performance Period will be deleted from the Peer Group and not included in the TSR calculation at any time during the three-year Performance Period. - - Members of the Peer Group that go bankrupt, are liquidated or dissolved, or otherwise cease conducting operations during the Performance Period will be deemed to have a TSR equal to -100% for the entire three-year Performance Period. - - The Company is not included in the Peer Group for purposes of determining the Company’s percentile ranking versus the Peer Group. - - The Company’s percentile ranking will be rounded to the nearest one-tenth of a percentage point. ELEMENT PROVISION Peer Group The Peer Group consists of the following companies (or their publicly-traded successors by merger or other transaction in which the below company or one of its subsidiaries prior to the transaction is the surviving and continuing corporation): American Tower Corp. ATN International, Inc. AT&T, Inc. Cable One, Inc. Charter Communications, Inc. Comcast Corp. Crown Castle Inc. EchoStar Corp. Harmonic, Inc. IDT Corporation Iridium Communications, Inc. Lumen Technologies, Inc. Optimum Communications, Inc. SBA Communications Corp. Shenandoah Telecommunications Co. T-Mobile U.S., Inc. Uniti Group, Inc. Verizon Communications, Inc. ViaSat Inc. Adjustment recommendations related to changes in Generally Accepted Accounting Principles and/or other unusual or nonrecurring events affecting the Company or its financial statements and/or changes in applicable laws or regulations that, without their adjustment, would cause the calculated result to differ from the unadjusted calculation and therefore not reflect the true performance delivered in the Performance Period will be evaluated by the Committee to determine if adjustment to actual or target results is warranted. The following applies to Employees employed by TDS Telecommunications LLC as of the Grant Date (excluding any such Employee providing services to TDS Corporate as of the Grant Date and designated by the Committee to receive a TDS Corporate award). Note that all performance measures are based on TDS Telecom performance results. - ELEMENT PROVISION - Performance Period January 1, 2026 to December 31, 2028 - Performance Measures and Weightings - Cumulative Fiber Revenue (30%) - - Cumulative Adjusted Operating Income Before Depreciation and Amortization (“OIBDA”) (50%) - - Relative Total Shareholder Return (“TSR”) (20%) - Payout Range (Percentage ofTarget Opportunity) 0% to 200% - Performance Measure Definitions Cumulative Fiber Revenue All consumer revenues (broadband, video, voice, mobile) generated by fiber broadband customers in Expansion and ILEC markets. Excludes commercial, wholesale, copper and cable revenues. Any acquisition and divestiture activity will be excluded from the calculations of all measures (results and targets). - Cumulative Adjusted OIBDA Adjusted OIBDA is operating cash flow (OCF). TDS Corporate assessments, expenses associated with annual bonus and performance share unit plans, strategic alternative costs, and acquisition and divestiture activity will be excluded from the calculations of all measures (results and targets). - Relative TSR - Determined for Telephone and Data Systems, Inc., as well as the Peer Group (as defined below), from the beginning to the end of the Performance Period. - - Calculations subject to the following rules: - - Beginning stock price is the thirty (30) trading-day average closing stock price preceding January 1 of the first year of the Performance Period. - - Ending stock price is the thirty (30) trading-day average closing stock price preceding January 1 of the year following the end of the Performance Period. - - Dividends, if any, are deemed to be reinvested in additional shares of the subject company, based on the then-current closing stock price. - - TSR is expressed as an annualized percentage. - - Members of the Peer Group acquired (i.e., a transaction where the member is not the surviving entity), taken private or no longer publicly traded in the U.S. during the Performance Period will be deleted from the Peer Group and not included in the TSR calculation at any time during the three-year Performance Period. - - Members of the Peer Group that go bankrupt, are liquidated or dissolved, or otherwise cease conducting operations during the Performance Period will be deemed to have a TSR equal to -100% for the entire three-year Performance Period. - - The Company is not included in the Peer Group for purposes of determining the Company’s percentile ranking versus the Peer Group. - - The Company’s percentile ranking will be rounded to the nearest one-tenth of a percentage point. ELEMENT PROVISION Peer Group The Peer Group consists of the following companies (or their publicly-traded successors by merger or other transaction in which the below company or one of its subsidiaries prior to the transaction is the surviving and continuing corporation): American Tower Corp. ATN International, Inc. AT&T, Inc. Cable One, Inc. Charter Communications, Inc. Comcast Corp. Crown Castle Inc. EchoStar Corp. Harmonic, Inc. IDT Corporation Iridium Communications, Inc. Lumen Technologies, Inc. Optimum Communications, Inc. SBA Communications Corp. Shenandoah Telecommunications Co. T-Mobile U.S., Inc. Uniti Group, Inc. Verizon Communications, Inc. ViaSat Inc. Adjustment recommendations related to changes in Generally Accepted Accounting Principles and/or other unusual or nonrecurring events affecting the Company or its financial statements and/or changes in applicable laws or regulations that, without their adjustment, would cause the calculated result to differ from the unadjusted calculation and therefore not reflect the true performance delivered in the Performance Period will be evaluated by the Committee to determine if adjustment to actual or target results is warranted. --- ## EX-10.2 SEC source: [tds6302026ex102.htm](https://www.sec.gov/Archives/edgar/data/1051512/000105151226000063/tds6302026ex102.htm) Exhibit 10.2 TELEPHONE AND DATA SYSTEMS, INC. 2022 LONG-TERM INCENTIVE PLAN 2026 RESTRICTED STOCK UNIT AWARD AGREEMENT Telephone and Data Systems, Inc., a Delaware corporation (the “Company”), hereby grants to the recipient of this award (the “Employee”) as of May 20, 2026 (the “Grant Date”), a Restricted Stock Unit Award (the “Award”) with respect to the number of shares of Common Stock set forth in the “Portfolio Summary” section of the Employee’s Company on-line account with Shareworks (the “Award Summary”). The Award is granted pursuant to the provisions of the Telephone and Data Systems, Inc. 2022 Long-Term Incentive Plan, as it may be amended from time to time (the “Plan”), and is subject to the restrictions, terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan. 1. Award Subject to Acceptance. The Award shall become null and void unless the Employee accepts the Award and this Award Agreement electronically by utilizing the Employee’s Company on-line account with Shareworks, which is accessed at www.shareworks.com/login (or via such other method as prescribed by the Company). 2. Restriction Period and Forfeiture. (a) In General. Except as otherwise provided in this Award Agreement, the Restriction Period with respect to one-third of the shares of Common Stock subject to the Award shall terminate on each of the first, second and third annual anniversaries of the Grant Date (each such date on which the Restriction Period terminates, a “Vesting Date”), provided that the Employee remains continuously employed by the Employers and Affiliates until the applicable Vesting Date. Within sixty (60) days following the applicable Vesting Date, the Company shall issue to the Employee in a single payment the shares of Common Stock subject to the Award that have ceased to be subject to the Restriction Period as of such date. (b) Death, Disability or Retirement. If the Employee’s employment with the Employers and Affiliates terminates by reason of death, Disability or Retirement prior to the date that the Award has vested in full, then on the date of the Employee’s termination of employment, a pro-rata portion of the Award shall become nonforfeitable and the Restriction Period with respect to such pro-rata portion of the Award shall terminate, and the remaining portion of the Award, to the extent then outstanding, shall be forfeited and shall be cancelled by the Company and the Employee (or his or her beneficiary, as applicable) shall have no rights with respect thereto (including, without limitation, any rights relating to unvested accumulated dividend equivalents under Section 4.4). Such pro-rata portion shall be equal to (i) the number of shares of Common Stock subject to the Award as of the Grant Date (as increased by accumulated dividend equivalents under Section 4.4), multiplied by a fraction, the numerator of which is the number of whole months commencing on the Grant Date and ending on the date of the Employee’s termination, and the denominator of which is 36, reduced by (ii) the number of shares of Common Stock subject to the Award that became nonforfeitable prior to the Employee’s termination, if any. Within sixty (60) days following the date of the Employee’s termination of employment, the Company shall issue to the Employee or the Employee’s designated beneficiary, as applicable, in a single payment the shares of Common Stock subject to the portion of the Award that has become nonforfeitable; provided, however, that if the Employee terminated employment by reason of Disability or Retirement, the Award is subject to section 409A of the Code, and the Employee is a Specified Employee as of the date of his or her termination of employment, then such payment shall be delayed until and made during the seventh calendar month following the calendar month during which the Employee’s termination of employment occurs (or, if earlier, the calendar month following the calendar month of the Employee’s death). For purposes of this Award Agreement, (i) “Disability” shall mean a disability within the meaning of the long-term disability plan of the Employee’s Employer, as determined by the disability insurer of such plan and (ii) “Retirement” shall mean the Employee’s termination of employment with the Employers and Affiliates on or after January 1, 2027 and at or after the Employee’s attainment of age 66. (c) Other Termination of Employment. If the Employee’s employment with the Employers and Affiliates terminates prior to the applicable Vesting Date for any reason other than death, Disability or Retirement (including if the Employee’s employment is terminated prior to the applicable Vesting Date by reason of the Employee’s negligence or willful misconduct, in each case as determined by the Company in its sole discretion, irrespective of whether such termination occurs on or after the Employee attains age 66), then on the date of the Employee’s termination of employment the Award (to the extent then outstanding) shall be forfeited and shall be cancelled by the Company and the Employee shall have no rights with respect thereto (including, without limitation, any rights relating to accumulated dividend equivalents under Section 4.4). (d) Forfeiture of Award and Award Gain upon Competition, Misappropriation,Solicitation or Disparagement. Notwithstanding any other provision herein, if the Employee engages in (i) Competition (as defined in this Section 2(d) below), (ii) Misappropriation (as defined in this Section 2(d) below), (iii) Solicitation (as defined in this Section 2(d) below), or (iv) Disparagement (as defined in this Section 2(d) below), then (i) on the date of such Competition, Misappropriation, Solicitation or Disparagement, the Award immediately shall be forfeited and shall be cancelled by the Company and the Employee shall have no rights with respect thereto (including, without limitation, any rights relating to accumulated dividend equivalents under Section 4.4) and (ii) in the event that any portion of the Award became nonforfeitable within the twelve months immediately preceding such Competition, Misappropriation, Solicitation or Disparagement, the Employee shall pay the Company, within five business days of receipt by the Employee of a written demand therefor, an amount in cash determined by multiplying the number of shares of Common Stock subject to the portion of the Award that became nonforfeitable within such period (without reduction for any shares of Common Stock withheld by the Company pursuant to Section 4.3) by the Fair Market Value of a share of Common Stock on the date that such portion of the Award was paid. The Employee acknowledges and agrees that the Award, by encouraging stock ownership and thereby increasing an employee’s proprietary interest in the Company’s success, is intended as an incentive to participating employees to remain in the employ of the Employers or an Affiliate. The Employee acknowledges and agrees that this Section 2(d) is therefore fair and reasonable, and not a penalty. The Employee may be released from the Employee’s obligations under this Section 2(d) only if and to the extent the Committee determines in its sole discretion that such release is in the best interests of the Company. Moreover, the provisions of Section 2(d)(i) (with respect to the Employee’s engagement in Competition) and Section 2(d)(iii) (with respect to the Employee’s engagement in Solicitation) are inapplicable and will not be enforced against the Employee if the Employee regularly performed services for the Employers in California or, regardless of where this Award Agreement was signed or where the Employee regularly performed services for the Employers, if those provisions would have the effect of prohibiting the Employee from seeking or obtaining work in California. The Employee agrees that by accepting this Award Agreement the Employee authorizes the Employers and any Affiliate to deduct any amount owed by the Employee pursuant to this Section 2(d) from any amount payable by the Employers or any Affiliate to the Employee, including, without limitation, any amount payable to the Employee as salary, wages, vacation pay or bonus, as allowed under state law. The Employee further agrees to execute any documents at the time of setoff required by the Employers and any Affiliate in order to effectuate the setoff. This right of setoff shall not be an exclusive remedy (the Company shall be entitled to any other remedy permitted under applicable law) and an Employer’s or an Affiliate’s election not to exercise this right of setoff with respect to any amount payable to the Employee shall not constitute a waiver of this right of setoff with respect to any other amount payable to the Employee or any other remedy. Should the Company institute a legal action against the Employee to recover the amounts due, the Employee agrees to reimburse the Company for its reasonable attorneys’ fees and litigation costs incurred in recovering such amounts from the Employee. For purposes of this Award Agreement, “Competition” shall mean that the Employee, directly or indirectly, individually or in conjunction with any Person, during the Employee’s employment with the Employers and the Affiliates and for the twelve months after the termination of that employment for any reason, other than on any Employer’s or Affiliate’s behalf (i) provides, or solicits to provide, to any existing or prospective customer of an Employer or Affiliate with whom the Employee had contact during the twelve-month period immediately prior to termination of the Employee’s employment (or provide any information to a third party in connection with its or their direct or indirect solicitation of said customers), the same or a similar (such that it could substitute for) product or service provided by an Employer or Affiliate; (ii) works for any provider of wireless tower, licensed wireless spectrum, wireline, or broadband telecommunications products or services, including internet, telephone, cable or TV; or (iii) works for any entity that that may require utilizing any Confidential Information (as defined below) acquired while employed by any Employer or Affiliate; in the case of each of subparts (ii) and (iii) in any market within the continental United States in which an Employer or Affiliate operated, in the same or similar role for which the Employee worked for the Employer. “Work for” includes the provision of services, whether paid or unpaid, as an employee, officer, director, consultant or advisor. “Prospective customer” shall mean any person or entity that is the subject of an open bid or proposal at the time that the Employee’s employment terminates. For purposes of this Award Agreement, “Misappropriation” shall mean that the Employee (i) uses Confidential Information (as defined below) for the benefit of anyone other than the Employers or an Affiliate, as the case may be, or discloses the Confidential Information to anyone not authorized by the Employers or an Affiliate, as the case may be, to receive such information; (ii) upon termination of employment, makes any summaries of, takes any notes with respect to or memorizes any Confidential Information or takes any Confidential Information or reproductions thereof from the facilities of the Employers or an Affiliate or (iii) upon termination of employment or upon the request of the Employers or an Affiliate, fails to return all Confidential Information then in the Employee’s possession. For the avoidance of doubt, “Misappropriation” does not include disclosure of Confidential Information in the reporting of any allegations of unlawful conduct to any governmental official for investigation, including by filing a charge or complaint with any federal, state or local governmental agency or commission, such as the U.S. Securities and Exchange Commission, or by participating in any such agency or commission’s investigation without notice to the Employers, or to an attorney, provided that the Employee informs the official, agency, commission or attorney that the Employers and/or Affiliates deem the information to be confidential. The Employee may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (a) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and provided that such disclosure is solely for the purpose of reporting or investigating a suspected violation of the law, or (b) in a complaint or other document filed in a lawsuit or other proceeding, provided that such filing is made under seal. Additionally, in the event the Employee files a lawsuit against the Employer for retaliation by the Employer against the Employee for reporting a suspected violation of law, the Employee has the right to provide trade secret information to their attorney and use the trade secret information in the court proceeding, although the Employee must file any document containing the trade secret under seal and may not disclose the trade secret, except pursuant to court order. “Confidential Information” shall mean any information that the Employee learns or develops during the course of employment with an Employer or Affiliate that gives the Employer or any Affiliate a commercial advantage over a competitor that does not have such information and/or information that is not generally known to Persons outside the Employer or Affiliate, regardless of whether it is labeled confidential. Such information includes, but is not limited to, any confidential and proprietary drawings, reports, sales and training manuals, customer lists, computer programs and other material embodying trade secrets or confidential technical, business, or financial information of any Employer or an Affiliate. Confidential Information also includes information of third parties for which an Employer or Affiliate has accepted obligations of confidentiality. Nothing in this Award Agreement shall be interpreted or applied in a way that interferes with the Employee’s legal right to engage in Section 7 activities under the National Labor Relations Act as well as any right to make truthful statements or disclosures regarding wages, hours and/or other terms and conditions of employment, which may be subject to an enforceable non-disclosure or confidentiality obligation pursuant to some other contract, policy, or arrangement or applicable law. For purposes of this Award Agreement, “Solicitation” shall mean that the Employee, directly or indirectly, individually or in conjunction with any Person, during the Employee’s employment with the Employers and the Affiliates and for the twelve months after the termination of that employment for any reason, other than on any Employer’s or Affiliate’s behalf, solicits, induces or encourages (or attempts to solicit, induce or encourage) any individual away from any Employer’s or Affiliate’s employ or from the faithful discharge of such individual’s contractual and fiduciary obligations to serve the Employers’ and Affiliates’ interests with undivided loyalty. For purposes of this Award Agreement, “Disparagement” shall mean that the Employee has made a material statement (whether oral, written or electronic), or released any material information or encouraged others to make such a statement or release such information, to any Person other than to an officer of an Employer or an Affiliate that, if the Employee is considered a supervisor under the National Labor Relations Act, is designed to embarrass, disparage or demean an Employer, an Affiliate, or any of their respective owners, directors, officers, employees, products or services, or if the Employee is not considered a supervisor under the National Labor Relations Act, is so disloyal, reckless or maliciously untrue as to lose its status as protected activity, including under the National Labor Relations Act, about an Employer, an Affiliate, or any of their respective owners, directors, officers, employees, products or services. For the avoidance of doubt, “Disparagement” does not include making truthful statements (i) when required by legal process to do so by a court of law, (ii) to any governmental agency having supervisory authority over the business of an Employer or Affiliate, or (iii) when required by any administrative or legislative body (including a committee thereof) with the jurisdiction to order the Employee to divulge, disclose or make accessible such information. 3. Change in Control. The treatment of the Award in connection with a Change in Control shall be governed by Section 7.9 of the Plan. 4. Additional Terms and Conditions of Award. 4.1. Transferability of Award. Except (i) to a beneficiary upon the Employee’s death (as designated in such form prescribed by the Company or pursuant to the terms of the Plan, and which may be designated on both a primary and contingent basis) or (ii) pursuant to a court order entered in connection with a dissolution of marriage or child support, the Employee may not sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Award (whether by operation of law or otherwise) and the Award otherwise may not be subject to execution, attachment or similar process. Upon any attempt by the Employee to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Award, the Award and all rights hereunder shall immediately become null and void. 4.2. Investment Representation. The Employee hereby represents and covenants that (a) any shares of Common Stock acquired upon the lapse of restrictions with respect to the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Employee shall submit a written statement, in a form satisfactory to the Company, to the effect that such representation is true and correct as of the date of acquisition of any shares hereunder or is true and correct as of the date of sale of any such shares, as applicable. As a condition precedent to the issuance or delivery to the Employee of any shares subject to the Award, the Employee shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Committee shall in its sole discretion deem necessary or advisable. 4.3. Tax Withholding. The Employee timely shall pay to the Company such amount as the Company may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Award. The Required Tax Payments shall be satisfied by the Company withholding whole shares of Common Stock which would otherwise be delivered to the Employee pursuant to the Award, having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with the Award. Shares of Common Stock to be withheld may not have an aggregate Fair Market Value in excess of the amount determined by applying the minimum statutory withholding rate; provided, however, that the number of shares to be withheld to satisfy the Required Tax Payments shall be rounded up to the nearest whole share, and the Company shall reimburse the Employee in cash for any such excess tax withholding as soon as practicable thereafter. Notwithstanding the foregoing provisions of this Section 4.3, an Employee shall satisfy his or her obligation to advance employment taxes owed prior to the date that the Restriction Period with respect to the Award terminates, if any, by a cash payment to the Company, and the Employee hereby authorizes the Company or any Affiliate to deduct such cash payment from any amount payable by the Company or such Affiliate to the Employee, including without limitation any amount payable to the Employee as salary or wages as allowed under state law. The Employee agrees that the authorization set forth in this Section 4.3 with respect to deductions from future amounts payable may be reauthorized via electronic means determined by the Company. The Employee may revoke this authorization by written notice to the Company prior to any such deduction. 4.4. Award Confers No Rights as a Stockholder; Dividend Equivalents. The Employee shall not be entitled to any privileges of ownership with respect to the shares of Common Stock subject to the Award unless and until, and only to the extent, the restrictions on the Award lapse and the shares are issued and the Employee becomes a stockholder of record with respect to such shares. As of each date prior to the settlement of the Award on which the Company pays a regular cash dividend to record owners of shares of Common Stock (a “Dividend Date”), then the number of shares subject to the Award at that time shall increase by (i) the product of the number of shares subject to the Award immediately prior to such Dividend Date (taking into account any cash dividend equivalents previously credited pursuant to this Section 4.4) multiplied by the dollar amount of the cash dividend paid per share of Common Stock on such Dividend Date, divided by (ii) the Fair Market Value of a share of Common Stock on such Dividend Date, with such amount rounded down to the nearest whole number. Any such additional shares shall be subject to the same vesting conditions and payment terms set forth herein as the shares to which they relate. 4.5. Adjustment. In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation or any successor or replacement accounting standard) that causes the per share value of shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary cash dividend, the terms of the Award, including the number and class of securities subject to the Award, shall be appropriately adjusted by the Committee. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such adjustment described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights of participants. In either case, the decision of the Committee regarding any such adjustment shall be final, binding and conclusive. 4.6. Compliance with Applicable Law. The Award is subject to the condition that if the listing, registration or qualification of the shares of Common Stock subject to the Award upon any securities exchange or under any law, the consent or approval of any governmental body or the taking of any other action is necessary or desirable as a condition of, or in connection with, the delivery of shares, such shares will not be delivered unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent, approval or other action. 4.7. Delivery of Shares. On the date of payment of the Award, the Company shall deliver or cause to be delivered to the Employee (or the Employee’s designated beneficiary, as applicable) one or more certificates issued in the Employee’s (or beneficiary’s) name (or such name as is acceptable to the Company and designated in writing by the Employee (or beneficiary)) representing the shares of Common Stock that have become vested pursuant to this Award (or such delivery shall be evidenced by appropriate entry in the books of the Company or a duly authorized transfer agent of the Company). The holder of the Award shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery, unless the Company in its discretion elects to make such payment. Prior to the issuance to the Employee of shares of Common Stock with respect to the vested Award, the Employee shall have no direct or secured claim in any specific assets of the Company or in such shares, and will have the status of a general unsecured creditor of the Company. 4.8. Award Confers No Rights to Continued Employment or Service. In no event shall the granting of the Award or the acceptance of this Award Agreement and the Award by the Employee give or be deemed to give the Employee any right to continued employment by or service with any Employer or any subsidiary or affiliate of an Employer. 4.9. Decisions of Committee. The Committee or its delegate shall have the right to resolve all questions which may arise in connection with the Award. Any interpretation, determination or other action made or taken by the Committee or its delegate regarding the Award, the Plan, this Award Agreement or the Award Summary shall be final, binding and conclusive. 4.10. Award Agreement and Award Summary Subject to the Plan. This Award Agreement and the Award Summary are subject to the provisions of the Plan and shall be interpreted in accordance therewith. The Employee hereby acknowledges receipt of a copy of the Plan. 4.11. Award Subject to Clawback. The Award and any shares of Common Stock delivered pursuant to the Award are subject to forfeiture, recovery by the Company or other action pursuant to the Company’s Policy on Recoupment and Forfeiture of Incentive Compensation, and any other clawback or recoupment policy which the Company may adopt from time to time. 5. Miscellaneous Provisions. 5.1. Successors. This Award Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any Person or Persons who shall acquire any rights hereunder in accordance with this Award Agreement or the Plan. 5.2. Notices. All notices, requests or other communications provided for in this Award Agreement shall be made in writing either (a) by actual delivery to the party entitled thereto, (b) by mailing in the United States mail to the last known address of the party entitled thereto, via certified or registered mail, postage prepaid and return receipt requested, (c) by telecopy with confirmation of receipt or (d) by electronic mail, utilizing notice of undelivered electronic mail features. The notice, request or other communication shall be deemed to be received (a) in case of delivery, on the date of its actual receipt by the party entitled thereto, (b) in case of mailing by certified or registered mail, five days following the date of such mailing, (c) in case of telecopy, on the date of confirmation of receipt and (d) in case of electronic mail, on the date of mailing, but only if a notice of undelivered electronic mail is not received. 5.3. Governing Law. The Award, this Award Agreement, the Award Summary and the Plan, and all determinations made and actions taken pursuant thereto, to the extent otherwise not governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without regard to principles of conflicts of laws. 5.4. Modification and Severability. It is the intention of the parties that if any term, restriction, covenant, or promise in this Award Agreement is found to be invalid, illegal or unenforceable in any respect, then such term, restriction, covenant, or promise shall be modified to the minimum extent necessary to make it valid, legal and enforceable. The parties agree that in the event that any part of this Award Agreement shall be declared invalid, it shall not affect the validity of any of the remaining terms or provisions of this Award Agreement. The restrictive covenants and agreements of the Employee related thereto shall survive the termination of this Award Agreement for any reason. 5.5. Consideration of Award Agreement. The Employee hereby acknowledges that the Employee has been provided at least fourteen (14) days within which to consider this Award Agreement and has been advised in writing that the Employee should consult an attorney prior to accepting it. The Employee further acknowledges that the Employee has carefully read and fully understands this Award Agreement in its entirety, has reviewed this Award Agreement with individuals of the Employee’s own choosing, and that the Employee has entered into this Award Agreement knowingly and voluntarily, and intends to be bound thereby. 5.6. Amendment and Waiver. The Company may amend or waive the provisions of this Award Agreement at any time; provided, however, that in the event of any such amendment or waiver that would materially impair the rights of the Employee, such amendment or waiver shall be effective only with the written agreement of the Employee. No course of conduct or failure or delay in enforcing the provisions of this Award Agreement shall affect the validity, binding effect or enforceability of this Award Agreement. 5.7. Compliance with Section 409A of the Code. If the Award is subject to section 409A of the Code, then for any purpose required under section 409A of the Code, all references herein to “termination of employment” or similar references shall mean Separation from Service. It is intended that the Award, this Award Agreement, the Award Summary and the Plan be exempt from the requirements of section 409A of the Code to the maximum extent permissible under law. To the extent section 409A of the Code applies to the Award, this Award Agreement, the Award Summary and/or the Plan, it is intended that the Award, this Award Agreement, the Award Summary and the Plan comply with the requirements of section 409A of the Code to the maximum extent permissible under law. The Award, this Award Agreement, the Award Summary and the Plan shall be administered and interpreted in a manner consistent with this intent. In the event that the Award, this Award Agreement, the Award Summary or the Plan does not comply with section 409A of the Code (to the extent applicable thereto), the Company shall have the authority to amend the terms of the Award, this Award Agreement, the Award Summary or the Plan (which amendment may be retroactive to the extent permitted by section 409A of the Code and, notwithstanding any other provision in this Award Agreement, may be made by the Company without the consent of the Employee) to avoid taxes and other penalties under section 409A of the Code, to the extent possible. Notwithstanding the foregoing, no particular tax result for the Employee with respect to any income recognized by the Employee in connection with the Award, this Award Agreement and the Award Summary is guaranteed, and the Employee solely shall be responsible for any taxes, penalties, interest or other losses or expenses incurred by the Employee in connection with the Award, this Award Agreement and the Award Summary. TELEPHONE AND DATA SYSTEMS, INC. By: Name: Walter C. D. Carlson Title: President and Chief Executive Officer Accept grant electronically in SHAREWORKS account at www.shareworks.com/login (or via such other method as prescribed by the Company) IMPORTANT NOTICE--PLEASE READ You must have a beneficiary designation form on file submitted in scanned electronic copy form to: - TDS Madison Compensation Department or TDS Telecom Compensation Department The form may be printed from your Shareworks account at www.shareworks.com/login under the “Documents” tab (or accessed via such other method as prescribed by the Company). A single beneficiary designation form is maintained for all of your stock options, restricted stock units and performance share awards granted under the Plan. You also may elect at any time to change a previously-designated beneficiary for your stock options, restricted stock units and performance share awards by completing and submitting a new beneficiary designation form in accordance with procedures prescribed by the Company. --- ## EX-31.1 SEC source: [tds6302026ex311.htm](https://www.sec.gov/Archives/edgar/data/1051512/000105151226000063/tds6302026ex311.htm) Exhibit 31.1 Certification of principal executive officer I, Walter C. D. Carlson, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Telephone and Data Systems, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: August 7, 2026 /s/ Walter C. D. Carlson Walter C. D. Carlson President and Chief Executive Officer (principal executive officer) --- ## EX-31.2 SEC source: [tds6302026ex312.htm](https://www.sec.gov/Archives/edgar/data/1051512/000105151226000063/tds6302026ex312.htm) Exhibit 31.2 Certification of principal financial officer I, Vicki L. Villacrez, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Telephone and Data Systems, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: August 7, 2026 /s/ Vicki L. Villacrez Vicki L. Villacrez Executive Vice President and Chief Financial Officer (principal financial officer) --- ## EX-32.1 SEC source: [tds6302026ex321.htm](https://www.sec.gov/Archives/edgar/data/1051512/000105151226000063/tds6302026ex321.htm) Exhibit 32.1 Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code I, Walter C. D. Carlson, the principal executive officer of Telephone and Data Systems, Inc., certify that (i) the quarterly report on Form 10-Q for the second quarter of 2026 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Telephone and Data Systems, Inc. /s/ Walter C. D. Carlson Walter C. D. Carlson August 7, 2026 A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Telephone and Data Systems, Inc. and will be retained by Telephone and Data Systems, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. --- ## EX-32.2 SEC source: [tds6302026ex322.htm](https://www.sec.gov/Archives/edgar/data/1051512/000105151226000063/tds6302026ex322.htm) Exhibit 32.2 Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code I, Vicki L. Villacrez, the principal financial officer of Telephone and Data Systems, Inc., certify that (i) the quarterly report on Form 10-Q for the second quarter of 2026 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Telephone and Data Systems, Inc. /s/ Vicki L. Villacrez Vicki L. Villacrez August 7, 2026 A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Telephone and Data Systems, Inc. and will be retained by Telephone and Data Systems, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.