SCHEDULE: TDS Voting Trust Proposes Array Digital Acquisition

The Trustees of the TDS Voting Trust have submitted a non-binding proposal to acquire all outstanding Array Digital Infrastructure shares not already owned by TDS.

Summary

• The filing is an amendment to a Schedule 13D, reporting on the beneficial ownership of Telephone and Data Systems, Inc. (TDS) by the Trustees of a Voting Trust.
• As of March 31, 2026, the Voting Trust beneficially owns 6,304,105 TDS Common Shares and 7,213,594 TDS Series A Common Shares, representing approximately 11.9% of TDS's outstanding capital stock and 56.8% of the voting power.
• The Voting Trust holds Series A Common Shares which have ten votes per share and are convertible into Common Shares.
• On May 7, 2026, TDS submitted a non-binding proposal to acquire all outstanding Array Digital Infrastructure, Inc. (formerly United States Cellular Corporation) Common Shares not owned by TDS.
• The Trustees intend to maintain the ability to keep or dispose of voting control of TDS and potentially Array Digital Infrastructure.
• The Voting Trust was established to facilitate long-standing relationships among its certificate holders, with Trustees holding and voting the shares.
• During the past 60 days, one trustee, Prudence E. Carlson, sold 5,811 Common Shares, and shares were acquired through TDS's Automatic Dividend Reinvestment Plans.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral to slightly positive due to the strategic acquisition proposal, but tempered by the non-binding nature of the offer and the focus on ownership structure rather than immediate financial performance.

Positives

• The Voting Trust holds a significant portion of TDS's voting power (56.8%), allowing for substantial influence over corporate decisions.
• The proposal to acquire Array Digital Infrastructure could represent a strategic move for TDS, potentially consolidating assets or simplifying corporate structure.
• The Voting Trust structure facilitates long-standing relationships among its certificate holders.

Negatives

• The acquisition proposal is non-binding, and there is no assurance it will be consummated or on what terms.
• The filing indicates that the Trustees do not have the power to sell deposited shares without the consent of the certificate holder, potentially limiting flexibility.
• One trustee made a sale of shares, though this was under a Rule 10b5-1 plan.

Risks

• The consummation of the proposed acquisition of Array Digital Infrastructure is uncertain.
• The terms and timing of any potential transaction involving TDS and Array Digital Infrastructure are not guaranteed.
• The Voting Trust's ability to dispose of shares is subject to certificate holder consent, which could pose a risk if liquidity is needed.
• Future changes in intent regarding the acquisition or disposal of securities are possible.

Future Outlook

The filing indicates that the Trustees intend to maintain the ability to keep or dispose of voting control of TDS and potentially Array Digital Infrastructure. No assurances are given regarding the consummation or terms of the proposed acquisition of Array Digital Infrastructure.

Management Comments

• The Trustees do not intend to update this Schedule 13D regarding the Proposal until a definitive agreement has been reached, or an update is otherwise required under applicable law.
• The Trustees intend to maintain the ability to keep or dispose of the voting control of the Issuer.
• If and to the extent that Array remains a publicly-traded company, the Trustees intend that the Issuer maintain the ability to keep or dispose of the voting control of Array.
• The Trustees also retain the right to change their intent, to acquire additional securities from time to time or to dispose of all or part of the securities beneficially owned by the Voting Trust in any manner permitted by the terms of the Voting Trust and/or applicable law.

Industry Context

StockSavvy.ai notes that this filing highlights a significant strategic maneuver by Telephone and Data Systems, Inc. (TDS) through its Voting Trust. The proposal to acquire Array Digital Infrastructure, Inc. (formerly US Cellular) suggests a potential consolidation or restructuring within the telecommunications and digital infrastructure sectors, a trend observed as companies seek to optimize operations and leverage assets in a competitive market.

Corporate Governance

Related Party Transactions

• The proposed acquisition of Array Digital Infrastructure by TDS involves related parties, as the Voting Trust holds significant shares in TDS and Array Digital Infrastructure was formerly known as United States Cellular Corporation, a subsidiary of TDS.
• Transactions related to TDS's Automatic Dividend Reinvestment Plans are mentioned, involving the acquisition of shares by the Voting Trust.

Stakeholder Impact

• Shareholders of TDS: The proposed acquisition could impact share value and future strategic direction. The Voting Trust's significant voting power ensures their interests are central to major decisions.
• Certificate Holders of the Voting Trust: The trust's structure is designed to maintain long-standing relationships, and any actions taken by the Trustees will directly affect their collective interests.
• Array Digital Infrastructure Shareholders: The non-binding proposal presents a potential exit opportunity or change in control for these shareholders.

Next Steps

• TDS expects to engage in discussions with the Array Digital Infrastructure board regarding the acquisition proposal.
• The Trustees may update the Schedule 13D if a definitive agreement is reached or if otherwise required by law.
• The Trustees may change their intent regarding the acquisition or disposal of securities.

Key Dates

Recommendation

The filing primarily concerns ownership structure and a non-binding acquisition proposal. While the proposal itself is significant, the lack of definitive terms, financial details of the acquisition, and the focus on the Voting Trust's structure rather than current operational performance warrants a 'hold' recommendation pending further clarity and definitive agreements.

Keywords

Schedule 13D, Telephone and Data Systems, TDS, Voting Trust, Array Digital Infrastructure, US Cellular, Acquisition Proposal, Beneficial Ownership, Series A Common Shares, Common Shares, SEC Filing