[8-K] United States Cellular Corporation 5.500% Senior Notes due 2070 Reports Material Event

Rhea-AI Filing Summary

Veru Inc. (VERU) filed an 8-K disclosing results from its 25 July 2025 special shareholder meeting.

• Reverse stock split: Shareholders approved an amendment authorising the Board to implement a reverse split at any ratio between 1-for-2 and 1-for-20. Votes: 98,869,209 FOR, 7,080,957 AGAINST, 1,013,920 ABSTAIN; 0 broker non-votes.
• Adjournment proposal: Also approved with 100,083,638 FOR, 6,212,862 AGAINST, 667,586 ABSTAIN.

Out of 146,583,920 eligible shares, about 106.9 million (≈73%) were voted. No other matters were considered.

Positive

• Strong shareholder support: 92.5% of votes cast favored granting reverse split authority, reflecting confidence in board discretion.
• Flexible ratio range: Approval covers 1-for-2 to 1-for-20, giving management broad capital-structure options.

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR: Shareholders grant board wide authority for a reverse split; neutral but increases capital-structure flexibility.

The decisive approval—over 92% of votes cast—gives Veru’s board discretion to choose a split ratio anywhere from 1-for-2 to 1-for-20. While the filing does not specify the board’s intent or timing, the mandate equips management with a tool to alter share count and price when deemed advantageous. Approximately 73% of outstanding shares participated, indicating adequate but not overwhelming engagement. Because no split is immediately effected, today’s disclosure is procedurally important yet financially neutral until the board selects a ratio.

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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): July 24, 2025

UNITED STATES CELLULAR CORPORATION

(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.)

8410 West Bryn Mawr, Chicago, Illinois 60631

(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (773) 399-8900

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, $1 par value

USM

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 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 24, 2025, the board of directors (Board) of United States Cellular Corporation (UScellular) appointed Douglas W. Chambers as interim President and Chief Executive Officer contingent and effective upon the closing (the Closing) of the transactions contemplated by that certain Securities Purchase Agreement by and among Telephone and Data Systems, Inc. (TDS), UScellular, T-Mobile US, Inc. and USCC Wireless Holdings, LLC dated as of May 24, 2024. Laurent C. Therivel will cease to be President and Chief Executive Officer of UScellular and will separate from UScellular if and when Mr. Chambers’ appointment becomes effective.

Mr. Chambers, age 56, joined UScellular from TDS in 2018 and has served as UScellular’s Executive Vice President, Chief Financial Officer and Treasurer since September 2020, and immediately prior to that he was UScellular’s Senior Vice President, Chief Financial Officer and Treasurer. In this role, Mr. Chambers is responsible for UScellular’s accounting and financial reporting, revenue assurance, financial planning and analysis, credit and collections, treasury, real estate, and supply chain activities.

In connection with his appointment as President and Chief Executive Officer of UScellular, Mr. Chambers and UScellular entered into an Equity Acceleration Agreement (the Equity Acceleration Agreement) on July 24, 2025, pursuant to which, subject to his continued employment through the date on which the Closing occurs, Mr. Chambers’ outstanding equity awards will vest in full immediately following the Closing, based on target performance with respect to Mr. Chambers’ performance-based awards granted in 2025, and be settled within 60 days thereafter. If Mr. Chambers voluntarily resigns his employment with UScellular and its affiliates other than for “Good Reason” (as defined in the United States Cellular Corporation Long-Term Incentive Plan) prior to January 1, 2026 (or such earlier date specified by UScellular as Mr. Chambers’ termination date) (the Retention Date), or if he fails to satisfactorily meet performance expectations through the Retention Date, then Mr. Chambers will be required to pay to UScellular a cash amount equal to the fair market value of the shares that were subject to the portions of his equity awards that vested pursuant to the Equity Acceleration Agreement.

Mr. Chambers and UScellular have also entered into an offer letter (the Offer Letter) as of July 24, 2025. The Offer Letter makes no material changes to the compensation of Mr. Chambers.

This description is qualified by reference to the complete terms of the Equity Acceleration Agreement and Offer Letter, which are attached hereto as Exhibits 10.1 and 10.2.

There are no arrangements or understandings between Mr. Chambers and any other person pursuant to which he was selected as interim President and Chief Executive Officer. Mr. Chambers does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 8.01.  Other Events

On July 24, 2025, UScellular announced that it expects its Board of Directors to approve a special cash dividend following the Closing. A copy of the related press release is attached hereto as Exhibit 99.1.

On July 24, 2025, UScellular announced that the post-Closing business will change its name to Array Digital Infrastructure, Inc., subject to and effective upon the Closing. A copy of the related press release, which also addresses the appointment of Mr. Chambers as President and CEO, is attached hereto as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits

(d)   Exhibits

Exhibit Number						Description of Exhibits
10.1						Equity Acceleration Agreement between UScellular and Douglas W. Chambers.
10.2						Letter Agreement between UScellular and Douglas W. Chambers.
99.1						Press Release dated July 24, 2025.
99.2						Press Release dated July 24, 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.
						UNITED STATES CELLULAR CORPORATION
Date:			July 25, 2025			By:			/s/ Douglas W. Chambers
									Douglas W. Chambers
									Executive Vice President, Chief Financial Officer and Treasurer

FAQ

What did VERU shareholders approve at the July 25, 2025 special meeting?

They authorized the Board to enact a reverse stock split at a ratio between 1-for-2 and 1-for-20 and approved meeting adjournment.

What were the vote totals for Veru's reverse stock split proposal?

For: 98,869,209; Against: 7,080,957; Abstain: 1,013,920; Broker non-votes: 0.

How many VERU shares were eligible to vote at the special meeting?

A total of 146,583,920 common shares were eligible to vote.

What split ratios can Veru's board now choose?

Any ratio from 1-for-2 to 1-for-20 as approved in the amendment.

Who signed Veru's Form 8-K filing?

Chief Financial Officer and Chief Administrative Officer Michele Greco signed the report.