tds-20251208
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 | ||||||||
| 4.2 | ||||||||
| 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 | |||||||||||