[Form 4] United States Cellular Corporation 5.500% Senior Notes due 2070 Insider Trading Activity

Rhea-AI Filing Summary

TXNM Energy, Inc. (NYSE: TXNM) Q2 2025 10-Q highlights:

• Revenue rose 2.9% YoY to $502.4 million; 1H 25 revenue up 6.5% to $985.2 million.
• Operating income contracted 31% to $72.7 million as fuel (+8%), A&G (+28%) and depreciation (+12%) out-paced top-line growth; 1H margin compressed to 14.7% from 20.1%.
• Interest expense jumped 29% YoY to $72.0 million on higher debt tied to recent term loans, SUNs and convertible notes.
• Net earnings attributable to TXNM fell 55% to $21.6 million ($0.22 diluted EPS) versus $48.0 million ($0.53) a year ago; 1H EPS down 70% to $0.32.
• Dividend per share increased 5% to $0.4075.
• Merger update: The May 18 2025 merger agreement with an affiliate of Blackstone Infrastructure remains in place; TXNM will survive as a wholly-owned subsidiary of Troy ParentCo.

Bottom-line deterioration was driven by higher fuel, O&M and financing costs, partially offset by a $23.6 million mark-to-market gain on investment securities. All registrants remain current on SEC filings; TNMP continues to report on a voluntary, reduced-disclosure basis.

Positive

• Revenue grew 2.9% YoY and 6.5% YTD, showing underlying demand resilience.
• Dividend per share increased 5%, indicating continued shareholder returns.
• $23.6 million gain on investment securities partially offset operating cost pressure.
• Merger with Blackstone affiliate promises potential premium valuation and capital support.

Negative

• Net earnings plunged 55% YoY and EPS fell 58%, signalling sharp profitability deterioration.
• Operating margin dropped to 14.5% from 21.6% on surging fuel, A&G and depreciation costs.
• Interest expense up 29%, reflecting higher leverage and refinancing at higher rates.
• Coverage ratios weaken; EBIT/interest now ~1.4×, reducing financial flexibility.

Insights

Equity Analyst

TL;DR: Profitability weakens despite modest revenue growth; leverage and cost inflation pressure EPS.

Top-line gains were modest and stem mainly from rate and volume mix, yet operating costs—particularly fuel and A&G—expanded well above inflation, eroding margins. Interest expense rose sharply as TXNM layered on $1 billion+ in new loans, SUNs and converts ahead of its pending take-private. Consequently, Q2 EPS slid 58% and 1H EPS 70%. Management maintained dividend growth, signalling confidence in cash flow, but payout now exceeds 125% of 1H earnings. Investors should focus on regulatory outcomes in NM & TX and merger timing; until then, earnings risk skews negative.

Credit Analyst

TL;DR: Rising leverage and interest costs weaken coverage; cash flow adequate but headroom narrows.

Interest charges climbed 29% YoY, cutting interest-coverage to roughly 1.4× (EBIT/Interest). Upcoming secured and unsecured issuances (ETBC I bonds, TNMP FMBs) plus term-loan maturities may keep debt trending upward. Positive free cash generation benefits from non-cash depreciation and securitized cost recovery, yet weaker EBIT and higher payouts constrain retained cash. Credit metrics remain investment-grade but drift toward the low-BBB area; further rate relief or merger proceeds will be pivotal for stability.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

IRIZARRY MICHAEL

(Last) (First) (Middle)

8410 W. BRYN MAWR

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ARRAY DIGITAL INFRASTRUCTURE, INC. [ USM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP-CTO

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	07/30/2025		M		18,683	A	$45.87	115,076	D
Common Shares	07/30/2025		F(1)		14,895	D	$72.13	100,181	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (Right to Buy)	(2)	07/30/2025		M			18,683	(2)	(2)	Common Shares	18,683	(2)	0	D

Explanation of Responses:

1. Shares withheld to pay for strike price (11,881 Common Shares) and taxes (3,014 Common Shares)

2. Option granted on April 1, 2016 that expires on April 1, 2026.

Remarks:

	Julie D Mathews, by power of atty	08/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How did TXNM's Q2 2025 revenue compare to Q2 2024?

Revenue was $502.4 million, up 2.9% from $488.1 million.

What drove the decline in TXNM's Q2 2025 net earnings?

Higher fuel, administrative and depreciation costs plus a 29% rise in interest expense cut net earnings by 55%.

What is TXNM's diluted EPS for the first half of 2025?

Diluted EPS was $0.32, down from $1.05 in the first half of 2024.

Has TXNM changed its dividend?

Yes, the quarterly dividend increased to $0.4075 per share (5% YoY).

What is the status of the Blackstone-led merger?

The May 18 2025 Merger Agreement is active; TXNM will become a wholly-owned subsidiary of Troy ParentCo upon closing.