TDS (NYSE: TDS) offers all-stock merger to acquire Array Digital
Filing Impact
Filing Sentiment
Form Type
425
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.
Positive
- None.
Negative
- None.
Insights
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.
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 | |||||||||||
FAQ
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.
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.