false 0000821130 0000821130 2024-05-28 2024-05-28 0000821130 us-gaap:CommonStockMember 2024-05-28 2024-05-28 0000821130 USM:Senior6.25PercentNotesDue2069Member 2024-05-28 2024-05-28 0000821130 USM:Senior5.50PercentNotesDue2070Member 2024-05-28 2024-05-28 0000821130 USM:Senior5.50PercentageNotesDue2070Member 2024-05-28 2024-05-28 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): May 28, 2024

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 8.01. Other Events

On May 28, 2024, United States Cellular Corporation (“UScellular”) (i) issued a press release announcing that its board of directors unanimously approved the execution of a Securities Purchase Agreement (the “Purchase Agreement”) by and among Telephone and Data Systems, Inc., UScellular, T-Mobile US, Inc. (“Buyer”) and USCC Wireless Holdings, LLC, pursuant to which, among other things, UScellular has agreed to sell its wireless operations and select spectrum assets to Buyer for a purchase price, subject to adjustment as specified in the Purchase Agreement, (the “Purchase Price”) of $4,400,000,000, payable in cash and the assumption of up to approximately $2,000,000,000 in debt (the “Transaction”) and (ii) made available an investor presentation with regard to the Transaction. A copy of the press release is furnished herewith as Exhibit 99.1 and a copy of the investor presentation is furnished herewith as Exhibit 99.2; both documents are incorporated in this Item 8.01 by reference.

Item 9.01. Financial Statements and Exhibits

(d) The following exhibits are being filed herewith:

Exhibit Number |  | Description of Exhibits
99.1 |  | Press Release, dated May 28, 2024
99.2 |  | Investor Presentation, dated May 28, 2024
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: May 28, 2024 | By: | /s/ Douglas W. Chambers
|  | Douglas W. Chambers
|  | Executive Vice President, Chief Financial Officer and Treasurer