Array Digital Infrastructure (NYSE: AD) amends credit deal, trims $300M revolver to $100M

Rhea-AI Filing Summary

Array Digital Infrastructure, Inc. entered into a Fifth Amendment to its First Amended and Restated Credit Agreement with Toronto Dominion (Texas) LLC and other lenders, effective December 8, 2025. The amendment reduces Array’s borrowing capacity from $300 million to $100 million, with letter of credit capacity cut from $30 million to $10 million and swing line capacity from $25 million to $10 million, meaning the company has a smaller committed credit facility available.

In return, the maturity date of the facility is extended to the fifth anniversary of the effective date, giving Array more time before the debt comes due. The amendment removes the prior credit spread adjustments that applied to the Term SOFR interest rate and revises how much cash can be netted when calculating the consolidated leverage ratio. It also increases the permitted capacity for additional secured and unsecured debt across Array, its parent Telephone and Data Systems, Inc., and their subsidiaries by an aggregate $300 million, providing more flexibility to incur future debt within the covenant structure.

Insights

Credit & capital structure analyst

Array trades lower revolving capacity for longer maturity and more debt flexibility.

Array Digital Infrastructure, Inc. has amended its credit agreement to materially reshape its liquidity profile and covenant framework. The committed borrowing capacity falls from $300 million to $100 million, and related letter of credit and swing line sub-limits are also reduced. This means less immediate committed liquidity from this facility, which can matter if the business relies heavily on the revolver for working capital or investment needs.

In exchange, the maturity is pushed out to the fifth anniversary of the December 8, 2025 effective date, lowering near-term refinancing pressure. The amendment removes prior credit spread adjustments over Term SOFR, which can influence the all-in interest cost depending on prevailing benchmark rates. It also adjusts leverage ratio cash netting mechanics and increases the capacity for additional secured and unsecured debt across Array, its parent TDS, and their subsidiaries by an aggregate $300 million. Future filings may clarify how much of this expanded debt capacity is actually used and for what purposes.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 8, 2025

ARRAY DIGITAL INFRASTRUCTURE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-09712

62-1147325

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

500 West Madison Street, Suite 810 , Chicago, Illinois 60661

(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (866) 573-4544

UNITED STATES CELLULAR CORPORATION

8410 West Bryn Mawr, Chicago, Illinois 60631

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Shares, $1 par value

AD

New York Stock Exchange

6.25% Senior Notes due 2069

UZD

New York Stock Exchange

5.50% Senior Notes due 2070

UZE

New York Stock Exchange

5.50% Senior Notes due 2070

UZF

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 1.01. Entry into a Material Definitive Agreement

On December 8, 2025 (the “Effective Date”), Array Digital Infrastructure, Inc. (“Array”) entered into the Fifth Amendment (the “Amendment”) to First Amended and Restated Credit Agreement among Array, Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders thereto (the “Credit Agreement”).

The Amendment amends the Credit Agreement in pertinent part as follows:

•Array’s borrowing capacity is reduced from $300 million to $100 million (with a parallel reduction to its letter of credit capacity from $30 million to $10 million and to its swing line capacity from $25 million to $10 million);

•The maturity date is extended to the fifth anniversary of the Effective Date;

•The credit spread adjustment previously applicable to the Term SOFR interest rate (i.e., 10 basis points for a one-month interest period, 15 basis points for a three-month interest period and 25 basis points for a six-month interest period) is removed;

•The maximum permitted cash netting for the calculation of the consolidated leverage ratio is an amount equal to consolidated EBITDA for the immediately preceding four fiscal quarter period (calculated as of any applicable date of determination); and

•The capacity for secured debt at Array, and secured and unsecured debt at Array’s subsidiaries, together with additional secured debt at Telephone and Data Systems, Inc. (“TDS”) as parent of Array, and secured and unsecured debt at TDS’s other subsidiaries, is increased by an aggregate amount of $300 million.

The foregoing description is qualified by reference to the copy of the Amendment which is incorporated by reference herein as Exhibit 4.1.

Item 9.01. Financial Statements and Exhibits

(d)   Exhibits

Exhibit Number						Description of Exhibits
4.1						Fifth Amendment to First Amended and Restated Credit Agreement among Array, Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders thereto, dated as of December 8, 2025.
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
						ARRAY DIGITAL INFRASTRUCTURE, INC.
Date:			December 12, 2025			By:			/s/ Vicki L. Villacrez
									Vicki L. Villacrez
									Executive Vice President, Chief Financial Officer and Treasurer

FAQ

What did Array Digital Infrastructure (AD) announce in this Form 8-K?

Array Digital Infrastructure, Inc. disclosed that on December 8, 2025 it entered into a Fifth Amendment to its First Amended and Restated Credit Agreement with Toronto Dominion (Texas) LLC and other lenders, changing key terms of its revolving credit facility and debt covenants.

How did the Fifth Amendment change Array Digital Infrastructure’s borrowing capacity?

Under the amendment, Array’s borrowing capacity is reduced from $300 million to $100 million. Its letter of credit capacity is reduced from $30 million to $10 million, and its swing line capacity falls from $25 million to $10 million, lowering the maximum amounts it can draw under each component.

Did Array Digital Infrastructure extend the maturity of its credit facility?

Yes. The amendment extends the credit facility’s maturity date to the fifth anniversary of the effective date of the amendment, which is December 8, 2025, giving Array a longer time horizon before the facility matures.

What changes were made to the interest rate mechanics in Array’s credit agreement?

The amendment removes the prior credit spread adjustment that was added to the Term SOFR interest rate. Previously, the agreement applied 10 basis points for one-month, 15 basis points for three-month, and 25 basis points for six-month interest periods; these adjustments are now eliminated.

How does the amendment affect leverage ratio calculations for Array Digital Infrastructure?

The amendment sets the maximum permitted cash netting for calculating the consolidated leverage ratio at an amount equal to consolidated EBITDA for the immediately preceding four fiscal quarters, as of each applicable determination date, which changes how cash balances can offset debt in that covenant test.

What new debt capacity does Array Digital Infrastructure and its affiliates gain from this amendment?

The amendment increases the capacity for secured debt at Array, and for secured and unsecured debt at Array’s subsidiaries, along with additional secured debt at Telephone and Data Systems, Inc. and secured and unsecured debt at its other subsidiaries, by an aggregate $300 million under the covenant structure.

Where can investors find the full legal terms of Array Digital Infrastructure’s credit amendment?

The complete terms are contained in Exhibit 4.1 to the report, titled "Fifth Amendment to First Amended and Restated Credit Agreement" among Array, Toronto Dominion (Texas) LLC, and the other lenders, dated as of December 8, 2025.