Telephone and Data Systems updates credit deal, adds $300M debt capacity

Telephone and Data Systems, Inc. entered into a Fourth Amendment to its First Amended and Restated Credit Agreement with Wells Fargo Bank and other lenders, effective December 8, 2025.

Rhea-AI Filing Summary

Telephone and Data Systems, Inc. entered into a Fourth Amendment to its First Amended and Restated Credit Agreement with Wells Fargo Bank and other lenders, effective December 8, 2025. The amendment extends the facility’s maturity to the fifth anniversary of that date and removes the credit spread adjustment that had been added to the Term SOFR interest rate for one-, three-, and six‑month interest periods.

The amendment also changes how cash is netted in calculating the consolidated leverage ratio, allowing maximum cash netting up to consolidated EBITDA for the preceding four fiscal quarters as of each determination date. In addition, the capacity for secured debt at TDS, and for secured and unsecured debt at its subsidiaries, including Array Digital Infrastructure, Inc. and Array’s subsidiaries, is increased by an aggregate $300 million. A separate Fifth Amendment to Array’s credit agreement also became effective on December 8, 2025.

Insights

Corporate finance and capital structure analyst

TDS extends its main credit facility, revises leverage metrics, and adds $300M of debt capacity.

The amendment to Telephone and Data Systems, Inc.’s primary credit agreement extends the maturity to the fifth anniversary of December 8, 2025, which lengthens the time before the facility comes due. The removal of the credit spread adjustment on the Term SOFR interest rate changes the pricing mechanics that applied to one‑, three‑, and six‑month interest periods.

The revised leverage ratio terms now allow maximum permitted cash netting up to consolidated EBITDA for the immediately preceding four‑quarter period as of each determination date, which alters how leverage is measured against covenant thresholds. The amendment also increases capacity for secured debt at TDS and secured and unsecured debt at its subsidiaries, including Array Digital Infrastructure, Inc. and its subsidiaries, by an aggregate $300 million. A separate Fifth Amendment to Array’s own credit agreement became effective on December 8, 2025, indicating coordinated updates across the group’s lending arrangements.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What did TDS (NYSE: TDS) announce in this Form 8-K?

Telephone and Data Systems, Inc. disclosed a Fourth Amendment to its First Amended and Restated Credit Agreement, effective December 8, 2025, that updates the facility’s maturity, interest and covenant mechanics, and overall debt capacity.

How did the amendment change the maturity of TDS’s credit facility?

The amendment extends the maturity date of the credit facility to the fifth anniversary of December 8, 2025, giving a new multi‑year term from that effective date.

What happened to the Term SOFR credit spread adjustment for TDS?

The amendment removes the credit spread adjustment that had been applied to the Term SOFR interest rate for one‑month (10 basis points), three‑month (15 basis points), and six‑month (25 basis points) interest periods.

How did TDS’s leverage ratio calculation change under the amendment?

For the consolidated leverage ratio, the amendment permits maximum cash netting up to an amount equal to consolidated EBITDA for the immediately preceding four fiscal quarters, calculated as of the applicable determination date.

By how much was TDS’s and its subsidiaries’ debt capacity increased?

The capacity for secured debt at TDS, and secured and unsecured debt at its subsidiaries, including Array Digital Infrastructure, Inc. and its subsidiaries, was increased by an aggregate $300 million.

What change was disclosed for Array Digital Infrastructure, Inc. in connection with this update?

Array Digital Infrastructure, Inc., a subsidiary of TDS, entered into a Fifth Amendment to its own First Amended and Restated Credit Agreement, effective December 8, 2025, with Toronto Dominion (Texas) LLC as administrative agent and other lenders.

Where can investors find the full legal terms of the TDS and Array amendments?

The complete terms are contained in Exhibit 4.1 for TDS’s Fourth Amendment and Exhibit 4.2 for Array’s Fifth Amendment, each incorporated by reference in the disclosure.

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Accepted by SEC EDGAR 12/12/2025 - 09:02 AM Learn about SEC filing dates

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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

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 1.01. Entry into a Material Definitive Agreement

On December 8, 2025 (the “Effective Date”), Telephone and Data Systems, Inc. (“TDS”), entered into the Fourth Amendment (the “Amendment”) to First Amended and Restated Credit Agreement among TDS, Wells Fargo Bank, National Association, as administrative agent, and the other lenders thereto (the “Credit Agreement”).

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

•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 TDS, and secured and unsecured debt at TDS’s subsidiaries, including Array (as defined below) and Array’s 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.

Also effective December 8, 2025, Array Digital Infrastructure, Inc. (“Array”), a subsidiary of TDS, entered into the Fifth Amendment (the “Array Amendment”) to First Amended and Restated Credit Agreement among Array, Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders thereto, as disclosed in Array’s Form 8-K dated December 8, 2025, which is incorporated by reference herein. The foregoing description is qualified by reference to the copy of the Array Amendment which is incorporated by reference herein as Exhibit 4.2.

Item 9.01. Financial Statements and Exhibits

(d)   Exhibits

Exhibit Number						Description of Exhibits
4.1						Fourth Amendment to First Amended and Restated Credit Agreement among TDS, Wells Fargo Bank, National Association, as administrative agent, and the other lenders thereto, dated as of December 8, 2025.
4.2						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, is hereby incorporated by reference to Exhibit 4.1 to Array’s Current Report on Form 8-K dated 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.

						TELEPHONE AND DATA SYSTEMS, INC.
Date:			December 12, 2025			By:			/s/ Vicki L. Villacrez
									Vicki L. Villacrez
									Executive Vice President and Chief Financial Officer