TDS (NYSE: TDS) moves to buy remaining public shares of Array
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Telephone and Data Systems, Inc. (TDS) has proposed an all-stock merger to acquire all outstanding common shares of Array Digital Infrastructure, Inc. that TDS does not already own. Each Array share not owned by TDS would be exchanged for 0.86 TDS common share.
The proposal assumes previously announced spectrum license sales have closed and that Array will have paid a $10.40 per share dividend, or approximately $900 million in total, to its stockholders before closing. TDS currently owns about 81.9% of Array’s capital stock and 95.9% of its voting interests, and expects the transaction to qualify as a tax-free reorganization for U.S. federal income tax purposes.
Positive
- None.
Negative
- None.
Insights
TDS proposes related-party all-stock buy-in of Array’s public float.
TDS has outlined a non-binding proposal to acquire the minority shares of Array Digital Infrastructure it does not already own in an all-stock merger using a fixed 0.86 TDS share exchange ratio.
The structure assumes Array completes spectrum license sales totaling $1,177M in contractual purchase prices and pays a $10.40-per-share dividend, about $900M in aggregate, before closing. These steps effectively distribute cash to Array stockholders while leaving them with TDS equity exposure.
A special committee of disinterested Array directors and a majority-of-the-minority stockholder vote are required, along with TDS stockholder approval and customary conditions. Actual outcomes depend on negotiations over definitive terms, regulatory processes and the special committee’s evaluation of fairness versus standalone prospects.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Exchange Ratio: 0.86 TDS shares per Array share
Assumed cash dividend: $10.40 per Array share
Spectrum sales total: $1,177M contractual purchase prices
+4 more
7 metrics
Exchange Ratio
0.86 TDS shares per Array share
Proposed merger consideration for each Array share not owned by TDS
Assumed cash dividend
$10.40 per Array share
Dividend to Array stockholders before closing, about $900M aggregate
Spectrum sales total
$1,177M contractual purchase prices
Previously announced spectrum license sales on Schedule A
Estimated taxes and fees
$277M approximate amount
Contingent fees and estimated taxes on Array spectrum sales
TDS ownership of Array stock
81.9% capital stock
Existing economic ownership of Array by TDS
TDS voting interest in Array
95.9% voting interests
Existing voting control of Array by TDS
Array tower portfolio
Over 4,400 cell towers
Array’s shared wireless communications infrastructure footprint in the U.S.
Key Terms
Exchange Ratio, tax-free reorganization, special committee, disinterested stockholders, +2 more
6 terms
Exchange Ratio financial
"each Array Common Share not owned by TDS would be exchanged for 0.86 of a TDS Common Share (the “Exchange Ratio”)."
The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.
tax-free reorganization financial
"The transaction is expected to qualify as a tax-free reorganization for U.S. federal income tax purposes."
A tax-free reorganization is a corporate restructuring—such as a merger, acquisition, or stock-for-stock exchange—structured so that shareholders do not have to pay immediate income tax on gains from the transaction. Think of it like swapping houses under a rule that lets you avoid a tax bill until you later sell; it matters to investors because it affects the timing of taxes, the adjusted cost basis of their holdings, and the net economic benefit they actually receive from the deal.
special committee regulatory
"A special committee of independent and disinterested directors of the Array Board of Directors has been formed to evaluate this proposal."
A special committee is a group of people chosen by an organization to carefully examine a specific issue or problem, often when a decision could have significant consequences. Think of it as a task force brought together to investigate and recommend actions, ensuring that important matters are handled thoroughly and fairly. For investors, this means decisions are made with careful oversight, which can impact the organization's stability and future direction.
disinterested stockholders regulatory
"approval of the disinterested stockholders of Array by a majority of the votes cast by the disinterested stockholders."
Disinterested stockholders are shareholders who do not have a personal financial stake, family tie, or special role that would bias their judgment in a corporate vote or transaction. Think of them as neutral neighbors asked to decide on a street project while the homeowner involved doesn’t vote; their independent approval helps ensure decisions are fair and protects minority investors from deals that primarily benefit insiders. Investors watch this group because their support can legitimize major transactions and reduce the risk of self-dealing.
spectrum license sales financial
"The Exchange Ratio assumes that the previously-announced spectrum license sales identified on Schedule A to this letter will have closed"
The sale of spectrum licenses is when a government or current license holder transfers the rights to use specific radio frequencies needed for wireless services such as mobile data, broadcasting, or satellite links. Investors watch these sales because they can bring substantial cash, change a company’s ability to offer or expand services, alter competitive position and regulatory duties, and effectively act like buying extra lanes on a highway to carry more traffic.
tower-focused company financial
"Array has successfully transitioned to a tower-focused company, and we are committed to supporting its continued growth."
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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(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 | ||||||||||||||||||
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 | |||||||||||
Exhibit 99.1
May 7, 2026
Board of Directors
Array Digital Infrastructure, Inc. (“Array”)
500 W Madison St
Suite 810
Chicago, IL 60661
Dear Member of the Array Board of Directors:
This letter outlines our proposal (this “Offer”) to acquire all of the outstanding shares of Array not beneficially owned by Telephone and Data Systems, Inc. (“TDS”). We believe this transaction will permit TDS and Array stockholders to realize the potential of our fully combined businesses.
We are proposing to acquire all of the outstanding Common Shares of Array that TDS does not currently own by way of a merger in which each Array Common Share not owned by TDS would be exchanged for 0.86 of a TDS Common Share (the “Exchange Ratio”).
The Exchange Ratio assumes that the previously-announced spectrum license sales identified on Schedule A to this letter will have closed prior to the closing of the transaction contemplated by this Offer (the “Closing”). The Exchange Ratio further assumes that the Array Board, consistent with its treatment of net proceeds from prior spectrum sales, will have declared and paid a dividend of $10.40 per share (approximately $900 million in aggregate) to Array stockholders prior to the Closing.
The Exchange Ratio reflects an at-market offer based, subject to the assumption described in the preceding paragraph, on today’s closing prices of Array and TDS Common Shares.
We expect that you will form a special committee of the Array Board of Directors, consisting solely of disinterested directors, to evaluate and recommend acceptance or rejection of this Offer. Our entry into any definitive agreement to effect this Offer would require that the special committee has recommended for approval the definitive agreement in accordance with Section 144(c) of the Delaware General Corporation Law. In addition, any definitive agreement would have as a condition that the disinterested stockholders of Array have approved the transaction by a majority of the votes cast by the disinterested stockholders, also in accordance with Section 144(c).
Currently, TDS owns approximately 81.9% of the outstanding capital stock of and 95.9% of the voting interests in Array. In considering this proposal, it should be noted that TDS is interested only in acquiring the outstanding Common Shares of Array that TDS does not currently own. TDS will not entertain any third-party offers for Array or its assets in lieu of this Offer. However, TDS continues to support Array’s previously-disclosed intention to opportunistically monetize Array’s remaining wireless spectrum.
This Offer conveys a number of benefits to Array’s stockholders. Principally, it allows them to retain a significant economic interest in Array, while gaining exposure to our growing TDS Telecom fiber broadband business. It is expected to eliminate duplicative corporate costs, streamline corporate governance, increase share liquidity, and strengthen our capital structure, providing greater flexibility to pursue strategic investments across all our businesses, including towers and fiber. TDS and Array will be more efficient, nimbler, and better able to compete as a result.
We expect this transaction will be tax-free to Array’s stockholders.
This Offer is non-binding, does not constitute a formal agreement, and remains subject to execution of definitive documentation as approved by our respective Boards of Directors and the special committee of the Array Board of Directors. In addition to approval of the disinterested stockholders of Array as described above, the transaction would also be subject to the approval of TDS stockholders at a special meeting called for the purpose of holding such a vote. Any definitive agreement would also include customary conditions to closing.
Note that TDS is legally required to disclose this Offer due to our current ownership in Array.
We have retained Wells Fargo and Sidley Austin LLP as our financial and legal advisers, respectively.
We look forward to engaging in discussions and negotiations with the Array special committee. Please do not hesitate to contact me with any questions or to further discuss our proposal.
Very best regards,
/s/ Walter Carlson
Walter Carlson
President and Chief Executive Officer
TDS, Inc.
SCHEDULE A
Summary of Previously-Announced Spectrum License Sales
| Spectrum | Buyer | Purchase Price* | Signing Date | ||||||||
| AWS, Cellular, PCS | Verizon | $1,000M | 10/17/2024 | ||||||||
| 700MHz | T-Mobile | $85M | 8/29/2025 | ||||||||
| 600MHz (Put/Call - Exercised) | T-Mobile | $86M | 10/7/2025 | ||||||||
| AWS | T-Mobile | $6M | 10/16/2025 | ||||||||
| Total | $1,177M | ||||||||||
*Purchase prices shown on this Schedule A are contractual purchase prices and do not take into account contingent fees and estimated taxes expected to be owed by Array of approximately $277 million.
Exhibit 99.2
Telephone and Data Systems Announces Proposal to Acquire Public Shares of Array Digital Infrastructure
Proposed transaction aims to streamline corporate structure and enhance capital flexibility to support TDS’ long-term growth
CHICAGO, May 8, 2026 -- Telephone and Data Systems, Inc. (NYSE: TDS) (the “Company” or “TDS”) today announced that it has submitted a proposal to the Board of Directors of Array Digital Infrastructure, Inc. (NYSE: AD) (“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.
Under the terms of the proposal, each Array Common Share not owned by TDS would be exchanged for 0.86 of a TDS Common Share (the “Exchange Ratio”).
The Exchange Ratio assumes that the previously-announced spectrum license sales identified in the TDS offer letter will have closed prior to the closing of the transaction contemplated by the proposal (the “Closing”). The Exchange Ratio further assumes that the Array Board, consistent with its treatment of net proceeds from prior spectrum sales, will have declared and paid a dividend of $10.40 per share (approximately $900 million in aggregate) to Array stockholders prior to the Closing.
This Exchange Ratio reflects an at-market offer based, subject to the assumption described in the preceding paragraph, on yesterday’s closing prices.
The transaction is expected to qualify as a tax-free reorganization for U.S. federal income tax purposes.
“As TDS continues its transformation, this proposal is the next step in executing our strategy, simplifying our corporate structure and enhancing our ability to invest in targeted areas of growth,” said Walter Carlson, President and Chief Executive Officer of TDS. “Array has successfully transitioned to a tower-focused company, and we are committed to supporting its continued growth. By bringing Array fully under TDS’ ownership, Array’s stockholders would retain a significant interest in the tower business while gaining exposure to TDS’ growing fiber business. We expect the transaction to eliminate duplicative corporate costs, streamline corporate governance, increase share liquidity, and strengthen our capital structure, providing greater flexibility to pursue strategic investments across all our businesses, including towers and fiber. We believe this transaction will position the combined company for long-term growth.”
As detailed in the proposal sent to Array, which will be filed with the SEC, the proposed transaction would be subject to the negotiation and execution of mutually acceptable definitive transaction documents. A special committee of independent and disinterested directors of the Array Board of Directors has been formed to evaluate this proposal. The terms of the transaction would require the review and recommendation by the special committee and the approval of the disinterested stockholders of Array by a majority of the votes cast by the disinterested stockholders. The transaction would also be subject to approval of TDS stockholders and the satisfaction of customary closing conditions.
TDS does not intend to sell or otherwise transfer its interest in Array and will not entertain any third-party offers for Array or its assets in lieu of its proposal. TDS continues to support Array’s previously-disclosed intention to opportunistically monetize its remaining wireless spectrum.
TDS First Quarter 2026 Earnings Results
In a separate press release issued today, TDS reported its first quarter 2026 financial results. There will be a live conference call and webcast to discuss the results and address the proposed transaction today at 9:00 AM Central Time.
•Access the live call on the Events & Presentations page of investors.tdsinc.com or at https://events.q4inc.com/attendee/890846584
Before the call, certain financial and statistical information to be discussed during the call will be posted to investors.tdsinc.com. The call will be archived on the Events & Presentations page of investors.tdsinc.com.
Advisors
TDS has engaged Wells Fargo as its financial advisor and Sidley Austin LLP as its legal counsel in connection with the proposed transaction.
About TDS
Founded in 1969, Telephone and Data Systems provides broadband services and wireless infrastructure through its businesses, TDS Telecom and Array Digital Infrastructure, Inc.
About Array
Array is a leading owner and operator of shared wireless communications infrastructure in the United States. With over 4,400 cell towers in locations from coast to coast, Array enables the deployment of 5G and other wireless technologies throughout the country. Headquartered in Chicago, Array is approximately 82% owned by TDS.
For more information about TDS and its subsidiaries, visit:
TDS: tdsinc.com
Array: arrayinc.com
TDS Telecom: tdstelecom.com
NOT AN OFFER; ADDITIONAL INFORMATION
This communication relates to a proposed acquisition by Telephone and Data Systems, Inc. (“TDS”) of the outstanding common shares of Array Digital Infrastructure, Inc. (“Array”) that TDS does not currently own. This communication does not constitute an offer to buy, or a solicitation of an offer to sell, any securities of TDS or Array. In connection with the proposed transaction, if a definitive agreement is reached by TDS and Array, TDS may file with the Securities and Exchange Commission (“SEC”) a registration statement registering the TDS common shares that would be issued in connection with the proposed transaction and TDS and Array may file a joint proxy statement/prospectus relating to the proposed transaction. TDS and Array shareholders are urged to read the joint proxy statement/prospectus if and when it becomes available because it will contain important information about TDS, Array and the proposed transaction. The joint proxy statement/prospectus and other documents relating to the proposed transaction (when they become available) will also be able to be obtained free of charge from the SEC’s website at www.sec.gov. The joint proxy statement/prospectus and other documents (when they are available) will also be able to be obtained from Array upon written request to Array or from TDS upon written request to TDS.
FORWARD LOOKING STATEMENTS
This communication contains forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which reflect TDS’ current estimates, expectations and projections about TDS’ future results, performance, prospects and opportunities. Such forward-looking statements may include, among other things, statements about the proposed acquisition of Array, the benefits and synergies of the proposed transaction, future opportunities for TDS, Array and the combined company, and any other statements regarding TDS’, Array’s or the combined company’s future operations, anticipated business levels, future earnings, planned activities, anticipated growth, market opportunities, strategies, competition and other expectations and estimates for future periods. Forward-looking statements include statements that are not historical facts and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “plan,” “may,” “should,” “will,” “would,” “project,” “forecast,” and similar expressions. These forward-looking statements are based upon information currently available to TDS and are subject to a number of risks, uncertainties, and other factors that could cause TDS’, Array’s or the combined company’s actual results, performance, prospects, or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. Important factors that could cause TDS’, Array’s or the combined company’s actual results to differ materially from the results referred to in the forward-looking statements TDS makes in this communication include: the possibility that a definitive merger agreement to effect the proposed transaction may not be entered into; the possibility that the conditions to the consummation of the proposed transaction will not be satisfied; failure to obtain, delays in obtaining or adverse conditions related to obtaining shareholder or other approvals; the ability to obtain the anticipated business benefits of the transaction and the ability to obtain the anticipated tax treatment of the proposed transaction. In addition, the TDS business is subject to the risks and uncertainties described in TDS’ Annual Report on Form 10-K on file with the SEC and from time to time in other filed reports including TDS’ Quarterly Reports on Form 10-Q. Shareholders, potential investors, and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this communication are made only as of the date of this communication, and TDS undertakes no obligation to update any forward-looking information contained in this communication, or with respect to the announcements described herein to reflect subsequent events or circumstances.
PARTICIPANTS IN THE SOLICITATION
This communication is not a solicitation of a proxy from any security holder of TDS or Array. However, Array, TDS and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders of Array and TDS in connection with the proposed transaction under the rules of the SEC. Information about the directors and executive officers of TDS may be found in its Annual Report on Form 10-K, filed with the SEC on February 24, 2026 and its definitive proxy statement relating to its 2026 Annual Meeting, filed with the SEC on April 8, 2026. Information about the directors and executive officers of Array may be found in its Annual Report on Form 10-K, filed with the SEC on February 20, 2026 and its definitive proxy statement relating to its 2026 Annual Meeting, filed with the SEC on April 7, 2026.
Contacts
Media Inquiries:
FGS Global:
TDS@fgsglobal.com
Investor Inquiries:
John Toomey, Treasurer and Vice President, Corporate Relations
john.toomey@tdsinc.com
Karen Samples, Corporate Finance & Investor Relations Senior Manager
karen.samples@tdsinc.com
FAQ
What is TDS proposing in its 8-K regarding Array Digital Infrastructure (TDS)?
TDS has proposed an all-stock merger to acquire all Array common shares it does not already own. Each such Array share would be exchanged for 0.86 TDS common share, consolidating full ownership of Array under TDS if the transaction is approved and completed.
What percentage of Array does TDS already own according to the filing?
TDS currently owns approximately 81.9% of Array’s outstanding capital stock and 95.9% of its voting interests. The proposal targets the remaining publicly held shares, aiming to move Array from a controlled subsidiary with a public float to full ownership by TDS if completed.
What approvals are required for the proposed TDS–Array transaction to proceed?
The proposal requires negotiation of definitive agreements, recommendation by a special committee of disinterested Array directors, approval by a majority of Array’s disinterested stockholder votes cast, approval by TDS stockholders, and satisfaction of customary closing conditions before any merger could be completed.
How have Array’s spectrum license sales been factored into the TDS proposal (TDS)?
The proposal assumes previously announced spectrum license sales, with contractual purchase prices totaling $1,177 million, will close before the merger. It also assumes Array distributes $10.40 per share, approximately $900 million, of net proceeds as a dividend to its stockholders prior to closing.