TDS proposes all-stock merger for Array

Telephone and Data Systems, Inc. (TDS) submitted a proposal to the board of Array Digital Infrastructure, Inc. to acquire, by merger, all outstanding Common Shares of Array not currently owned by TDS in an all-stock transaction.

Rhea-AI Filing Summary

Telephone and Data Systems, Inc. (TDS) submitted a proposal to the board of Array Digital Infrastructure, Inc. to acquire, by merger, all outstanding Common Shares of Array not currently owned by TDS in an all-stock transaction. The proposal letter is attached as Exhibit 99.1 and a related press release is attached as Exhibit 99.2.

The filing simply discloses the submission of the proposal; transaction terms, consideration ratio, shareholder approvals, and timing are not included in the excerpt.

Insights

Corporate Finance

TDS has proposed an all-stock merger to acquire Array’s outstanding shares it does not already own.

The filing states that TDS submitted a formal letter dated May 7, 2026 proposing a merger to the Array board and attached the proposal as Exhibit 99.1. The press release dated May 8, 2026 is attached as Exhibit 99.2.

Key dependencies include board reception, any negotiated exchange ratio, regulatory approvals, and shareholder votes; timing and economics are not disclosed in the provided excerpt, so subsequent filings or communications will be needed for material detail.

Key Figures

Proposal letter date: May 7, 2026 Press release date: May 8, 2026 Commission File Number: 001-14157 +2 more

5 metrics

Proposal letter date May 7, 2026 date of the letter from TDS to Array board

Press release date May 8, 2026 date of attached press release

Commission File Number 001-14157 TDS SEC commission file number on cover page

Employer Identification No. 36-2669023 TDS I.R.S. Employer Identification Number

Preferred dividend rates listed 6.625% and 6.000% rates for Series UU and Series VV depositary shares referenced on cover

Key Terms

all-stock transaction, Exhibit 99.1, Depositary Shares

3 terms

all-stock transaction financial

"to acquire, by way of a merger, all of the outstanding Common Shares of Array ... in an all-stock transaction"

An all-stock transaction is a deal where one company acquires another using only its own shares instead of cash or other assets. For investors, this means exchanging ownership stakes rather than cash, which can affect the value and control of the companies involved. It often signals a focus on growth and can influence the stock prices of both companies.

Exhibit 99.1 regulatory

"The proposal is attached hereto as Exhibit 99.1"

Exhibit 99.1 is a label used in regulatory filings to identify a specific attached document, most often a company press release or investor presentation filed with securities regulators. For investors it matters because it marks an official, contemporaneous source of information directly tied to a filing—like the original news article pinned to a legal record—so traders and analysts treat it as an authoritative statement that can move a stock or clarify a company’s situation.

Depositary Shares financial

"Depositary Shares each representing a 1/1000th interest in a share of 6.625% Series UU"

Depositary shares are tradable certificates that represent a fractional piece of a larger security held by a third-party bank, like owning a slice of a single big pie instead of the whole pie. They let companies issue and investors buy smaller, more affordable portions of preferred stock or other instruments; holders usually receive proportional dividends and market pricing similar to ordinary shares, but may have limited voting rights and different liquidity or tax implications, which can affect income and resale value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did TDS (TDS) file about Array Digital Infrastructure?

TDS submitted a proposal to acquire Array by merger in an all-stock transaction. The proposal letter is attached as Exhibit 99.1 and a press release as Exhibit 99.2, dated May 7 and May 8, 2026 respectively.

Does the 8-K state the exchange ratio or deal price for the proposed merger?

No, the filing does not disclose an exchange ratio or deal price. The 8-K notes only that a proposal letter was submitted and that related exhibits are attached.

Were shareholder approvals or regulatory conditions disclosed in the TDS filing?

The excerpt does not describe shareholder approvals or regulatory conditions. It only indicates a proposal was submitted to Array’s board with exhibits attached.

Where can I find the proposal letter and press release referenced in the 8-K?

The 8-K attaches the proposal letter as Exhibit 99.1 and the press release as Exhibit 99.2. Review those exhibits for the text of the submission and the company statement.

Does the filing state whether TDS already owns any Array shares?

Yes. The filing states the proposal seeks to acquire all outstanding Common Shares of Array that are not currently owned by TDS, implying TDS owns some shares already.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/08/2026 - 07:09 AM EDT Learn about SEC filing dates

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): May 7, 2026

TELEPHONE AND DATA SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-14157

36-2669023

(State or other jurisdiction of incorporation)

(Commission File Number)

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

30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602

(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (312) 630-1900

Not Applicable

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

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

☒			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Shares, $.01 par value

TDS

New York Stock Exchange

Depositary Shares each representing a 1/1000th interest in a share of 6.625% Series UU Cumulative Redeemable Perpetual Preferred Stock, $.01 par value

TDSPrU

New York Stock Exchange

Depositary Shares each representing a 1/1000th interest in a share of 6.000% Series VV Cumulative Redeemable Perpetual Preferred Stock, $.01 par value

TDSPrV

New York Stock Exchange

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

☐ Emerging growth company

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

Item 8.01.  Other Events

On May 8, 2026, Telephone and Data Systems, Inc. ("TDS") issued a press release announcing that it has submitted a proposal to the board of directors of Array Digital Infrastructure, Inc. ("Array") to acquire, by way of a merger, all of the outstanding Common Shares of Array that are not currently owned by TDS in an all-stock transaction.

The proposal is attached hereto as Exhibit 99.1. The press release is attached hereto as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits

(d)   The following exhibits are being filed herewith:

Exhibit Number						Description of Exhibits
99.1						Letter, dated May 7, 2026, from TDS to the Board of Directors of Array.
99.2						Press Release, dated May 8, 2026.
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						TELEPHONE AND DATA SYSTEMS, INC.
Date:			May 8, 2026			By:			/s/ Vicki L. Villacrez
									Vicki L. Villacrez
									Executive Vice President and Chief Financial Officer