Array Digital Infrastructure (NYSE: AD) adds LA Partnership audited statements in 10-K/A
Filing Impact
Filing Sentiment
Form Type
10-K/A
Rhea-AI Filing Summary
Array Digital Infrastructure, Inc. filed an Amendment No. 1 to its annual report for the year ended December 31, 2025. The update is limited to adding separate audited financial statements of the Los Angeles SMSA Limited Partnership, in which Array holds a 5.5% limited partnership interest and accounts for using the equity method.
The LA Partnership financials are included as Exhibit 99.1, along with the related auditor consent and new CEO/CFO certifications. Array states that no other disclosures from the original annual report have been modified or updated, so this amendment is administrative and should be read together with the original filing.
Positive
- None.
Negative
- None.
Key Figures
Non-affiliate market value: $923 million
Common Share price: $63.97
Common Shares outstanding: 53.4 million shares
+4 more
7 metrics
Non-affiliate market value
$923 million
Aggregate market value of Common Shares held by non-affiliates as of June 30, 2025
Common Share price
$63.97
NYSE closing price on June 30, 2025 used to compute market value
Common Shares outstanding
53.4 million shares
Common Shares outstanding as of February 28, 2026
Series A Common Shares outstanding
33.0 million shares
Series A Common Shares outstanding as of February 28, 2026
LA Partnership interest
5.5% limited partnership interest
Ownership stake in Los Angeles SMSA Limited Partnership accounted for by the equity method
Senior Notes coupon 2069
6.25%
Coupon rate on Senior Notes due 2069 listed on NYSE
Senior Notes coupon 2070
5.50%
Coupon rate on Senior Notes due 2070 listed on NYSE
Key Terms
equity method, significant equity investee, Rule 3-09 of Regulation S-X, Inline XBRL, +2 more
6 terms
equity method financial
"Array owns a 5.5% limited partnership interest in the Los Angeles SMSA Limited Partnership (LA Partnership), and accounts for such interest by the equity method."
An equity method investment is an accounting approach used when a company owns enough of another business to influence its decisions but not control it (commonly around 20–50% ownership). Instead of counting only dividends, the investor records its share of the other company’s profits and losses on its own income statement and adjusts the investment’s value on the balance sheet—like tracking a friend’s joint project by noting your share of their gains or setbacks. For investors, this matters because it can significantly affect reported earnings, asset values, and the apparent strength of a company’s financial results.
significant equity investee financial
"The LA Partnership was deemed a significant equity investee under Rule 3-09 of Regulation S-X for the year ended December 31, 2025."
Rule 3-09 of Regulation S-X regulatory
"The LA Partnership was deemed a significant equity investee under Rule 3-09 of Regulation S-X for the year ended December 31, 2025."
Inline XBRL technical
"the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the inline document."
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
limited partnership financial
"Array owns a 5.5% limited partnership interest in the Los Angeles SMSA Limited Partnership (LA Partnership)"
A limited partnership is a legal business structure with two types of partners: at least one general partner who runs the business and bears full legal responsibility, and one or more limited partners who contribute money, share profits, and have liability capped at their investment. For investors, it matters because it separates control from financial exposure — like putting money into a store without managing it — and affects how returns, risks, taxes and transferability of ownership are handled.
Policy on Recoupment and Forfeiture of Incentive Compensation financial
"Policy on Recoupment and Forfeiture of Incentive Compensation, is hereby incorporated by reference to Exhibit 97 to Array's Annual Report"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the fiscal year ended December 31, 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
| For the transition period from to | |||||
Commission file number 001-09712
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |||||||
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (866) 573-4544
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Securities registered pursuant to Section 12(g) of the Act: None
| Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. | ☒ | No | ☐ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. | Yes | ☐ | ☒ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | ☒ | No | ☐ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). | ☒ | No | ☐ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ☒ | Accelerated filer | ☐ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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. | ☐ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). | ☐ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | Yes | No | ☒ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
As of June 30, 2025, the aggregate market value of the registrant's Common Shares held by non-affiliates was approximately $923 million, based upon the closing price of the Common Shares on June 30, 2025, of $63.97 , as reported by the New York Stock Exchange. For purposes hereof, Array Digital Infrastructure, Inc. (Array) has assumed that each director and executive officer is an affiliate, and no party who has filed a Schedule 13G is an affiliate.
The number of shares outstanding of each of the registrant's classes of common stock, as of February 28, 2026, is 53.4 million Common Shares, $1 par value, and 33.0 million Series A Common Shares, $1 par value.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
Array Digital Infrastructure, Inc. (Array) filed its Annual Report on Form 10-K for the year ended December 31, 2025 on February 20, 2026 (Original Form 10-K). Array owns a 5.5% limited partnership interest in the Los Angeles SMSA Limited Partnership (LA Partnership), and accounts for such interest by the equity method. The LA Partnership was deemed a significant equity investee under Rule 3-09 of Regulation S-X for the year ended December 31, 2025. Accordingly, this Amendment No. 1 is being filed for the sole purpose of filing the separate audited financial statements of the LA Partnership as Exhibit 99.1 in Part IV, Item 15. In addition, Array is filing the consent of the independent auditors of the LA Partnership as Exhibit 23.2 and new certifications by Array's Principal Executive Officer and Principal Financial Officer as Exhibits 31.3, 31.4, 32.3 and 32.4, respectively, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended.
Other than the items outlined above, Array has not modified or updated disclosures presented in the Original Form 10-K in this Form 10-K/A. Accordingly, this Form 10-K/A does not modify or update the disclosures in the Original Form 10-K to reflect subsequent events, results or developments or facts that have become known after the date of the Original Form 10-K. Therefore, this Form 10-K/A should be read in conjunction with any documents incorporated by reference in the Original Form 10-K and our filings made with the SEC subsequent to the Original Form 10-K.
TABLE OF CONTENTS
| Page No. | ||||||||||||||
Part IV | ||||||||||||||
Item 15. | Exhibits and Financial Statement Schedules | 1 | ||||||||||||
Signatures | ||||||||||||||
4
Table of Contents
PART IV
Item 15. Exhibits and Financial Statement Schedules
| (a) | The following exhibits are filed as part of this report: | ||||||||||
| (1) | Financial Statements. | ||||||||||
| The consolidated financial statements of Array, as listed in Item 15 of the Original Form 10-K, are included in Item 15 of the Original Form 10-K. | |||||||||||
| (2) | Financial Statement Schedules. | ||||||||||
| The financial statement schedule of Array, as listed in Item 15 of the Original Form 10-K, is included in Item 15 of the Original Form 10-K. | |||||||||||
The financial statements of the LA Partnership required under Rule 3-09 of Regulation S-X are provided as Exhibit 99.1 to this Form 10-K/A. The report of Ernst & Young LLP is provided as Exhibit 23.2 to this Form 10-K/A. | |||||||||||
| (3) | Exhibits. | ||||||||||
| The exhibits listed in the Exhibit Index of the Original Form 10-K and this Form 10-K/A are filed with or incorporated by reference into this Report. | |||||||||||
| Exhibit Number | Description of Documents | ||||
| 2.1(a)*** | Securities Purchase Agreement, dated as of May 24, 2024, among TDS, Array (formerly known as United States Cellular Corporation), USCC Wireless Holdings, LLC and T-Mobile US, Inc., is hereby incorporated by reference to Exhibit 2.1 to Array's Current Report on Form 8-K dated May 24, 2024. | ||||
| 2.1(b)*** | Letter Agreement, dated March 25, 2025, related to the Securities Purchase Agreement, dated as of May 24, 2024, among TDS, Array, USCC Wireless Holdings, LLC and T-Mobile US, Inc., is hereby incorporated by reference to Exhibit 2.1 to Array's Quarterly Report on Form 10-Q for the period ended March 31, 2025. | ||||
| 3.1(a) | Restated Certificate of Incorporation, is hereby incorporated by reference to Exhibit 3.1 to Array’s Current Report on Form 8-K dated November 10, 2014. | ||||
| 3.1(b) | Certificate of Amendment No. 1 to the Restated Certificate of Incorporation, dated as of August 1, 2025, is hereby incorporated by reference from Exhibit 3.1 to Array's Current Report on Form 8-K dated July 31, 2025. | ||||
| 3.1(c) | Certificate of Amendment No. 2 to the Restated Certificate of Incorporation, dated as of October 9, 2025, is hereby incorporated by reference from Exhibit 3.1 to Array's Quarterly Report on Form 10-Q for the period ended September 30, 2025. | ||||
| 3.2 | Array Amended and Restated Bylaws, as adopted on August 1, 2025, are hereby incorporated by reference to Exhibit 3.2 to Array's Current Report on Form 8-K dated July 31, 2025. | ||||
| 4.1(a) | Restated Certificate of Incorporation incorporated herein as Exhibit 3.1(a). | ||||
| 4.1(b) | Certificate of Amendment No. 1 to the Restated Certificate of Incorporation incorporated herein as Exhibit 3.1(b). | ||||
| 4.1(c) | Certificate of Amendment No. 2 to the Restated Certificate of Incorporation incorporated herein as Exhibit 3.1(c). | ||||
| 4.2 | Array Amended and Restated Bylaws, as adopted on August 1, 2025, are incorporated herein as Exhibit 3.2. | ||||
| 4.3(a) | Indenture for Senior Debt Securities dated June 1, 2002, between Array and The Bank of New York Mellon Trust Company, N.A., formerly known as BNY Midwest Trust Company of New York (BNY) is hereby incorporated by reference to Exhibit 4.1 to Form S-3 dated May 31, 2013 (File No. 333-188971). | ||||
| 4.3(b) | Form of Third Supplemental Indenture dated December 3, 2003, between Array and BNY Midwest Trust Company, relating to $444,000,000 of Array’s 6.7% Senior Notes due 2033, is hereby incorporated by reference to Exhibit 4.1 to Array’s Current Report on Form 8-K dated December 3, 2003. | ||||
| 4.3(c) | Form of Fifth Supplemental Indenture dated June 21, 2004, between Array and BNY Midwest Trust Company, relating to $100,000,000 of Array’s 6.7% Senior Notes due 2033, is hereby incorporated by reference to Exhibit 4.1 to Array’s Current Report on Form 8-K dated June 21, 2004. | ||||
| 4.3(d) | Twelfth Supplemental Indenture, dated as of June 17, 2025, between Array and The Bank of New York Mellon Trust Company, N.A., related to the Array's 6.700% Senior Notes due 2033, is hereby incorporated by reference from Exhibit 4.1 to Array's Current Report on Form 8-K dated June 17, 2025. | ||||
1
Table of Contents
| 4.3(e) | Form of Ninth Supplemental Indenture dated as of August 12, 2020, between Array and The Bank of New York Mellon Trust Company, N.A., related to $500,000,000 of Array's 6.25% Senior Notes due 2069, is hereby incorporated by reference to Exhibit 2 to Array's Registration Statement on Form 8-A dated August 12, 2020. | ||||
| 4.3(f) | Thirteenth Supplemental Indenture, dated as of June 17, 2025, between Array and The Bank of New York Mellon Trust Company, N.A., related to Array’s 6.250% Senior Notes due 2069, is hereby incorporated by reference from Exhibit 4.2 to Array's Current Report on Form 8-K dated June 17, 2025. | ||||
| 4.3(g) | Form of Tenth Supplemental Indenture dated as of December 2, 2020, between Array and The Bank of New York Mellon Trust Company, N.A., related to $500,000,000 of Array's 5.5% Senior Notes due 2070 is hereby incorporated by reference to Exhibit 2 to Array's Registration Statement on Form 8-A dated December 2, 2020. | ||||
| 4.3(h) | Fourteenth Supplemental Indenture, dated as of June 17, 2025, between Array and The Bank of New York Mellon Trust Company, N.A., related to Array’s 5.500% Senior Notes due 2070 (March), is hereby incorporated by reference from Exhibit 4.3 to Array's Current Report on Form 8-K dated June 17, 2025. | ||||
| 4.3(i) | Form of Eleventh Supplemental Indenture dated as of May 17, 2021, between Array and The Bank of New York Mellon Trust Company, N.A., related to $500,000,000 of Array's 5.5% Senior Notes due 2070 is hereby incorporated by reference to Exhibit 2 to Array's Registration Statement on Form 8-A dated May 17, 2021. | ||||
| 4.3(j) | Fifteenth Supplemental Indenture, dated as of June 17, 2025, between Array and The Bank of New York Mellon Trust Company, N.A., related to Array’s 5.500% Senior Notes due 2070 (June), is hereby incorporated by reference from Exhibit 4.4 to Array's Current Report on Form 8-K dated June 17, 2025. | ||||
| 4.4 | Indenture for Subordinated Debt Securities between Array and BNY is hereby incorporated by reference to Exhibit 4.1 to Array’s Current Report on Form 8-K dated September 16, 2013. | ||||
| 4.5(a) | Fourth Amended and Restated Credit Agreement among Array, CoBank, ACB, as Administrative Agent, and the other lenders party thereto, dated June 25, 2025, is hereby incorporated by reference Exhibit 4.1 to Array's Current Report on Form 8-K dated June 25, 2025. | ||||
| 4.5(b) | First Amendment to Fourth Amended and Restated Credit Agreement, among Array, CoBank, ACB, as Administrative Agent, and the other lenders party thereto, dated December 15, 2025, is hereby incorporated by reference to Exhibit 4.5(b) to Array's Annual Report on Form 10-K for the year ended December 31, 2025. | ||||
| 4.6(a) | First Amended and Restated Credit Agreement, among Array, Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders thereto, dated as of July 20, 2021, including the form of subsidiary Guaranty and Subordination Agreement, is hereby incorporated by reference to Exhibit 4.1 to Array's Current Report on Form 8-K dated July 20, 2021. | ||||
| 4.6(b) | First Amendment to First Amended and Restated Credit Agreement, among Array, Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders thereto, dated as of December 9, 2021, is hereby incorporated by reference to Exhibit 4.9(b) to Array's Annual Report on Form 10-K for the year ended December 31, 2021. | ||||
| 4.6(c) | Second Amendment to First Amended and Restated Credit Agreement, among Array, Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders thereto, dated as of March 2, 2023, is hereby incorporated by reference to Exhibit 4.1 to Array's Quarterly Report on Form 10-Q for the period ended March 31, 2023. | ||||
| 4.6(d) | Third Amendment to First Amended and Restated Credit Agreement, among Array, Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders thereto, dated as of September 15, 2023, is hereby incorporated by reference to Exhibit 4.1 to Array's Quarterly Report on Form 10-Q for the period ended September 30, 2023. | ||||
| 4.6(e) | Fourth Amendment to First Amended and Restated Credit Agreement, among Array, Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders thereto, dated as of April 17, 2025, is hereby incorporated by reference to Exhibit 4.2 to Array's Quarterly Report on Form 10-Q for the period ended March 31, 2025. | ||||
| 4.6(f) | Fifth Amendment to First Amended and Restated Credit Agreement among Array, Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders thereto, dated as of December 8, 2025, is hereby incorporated by reference to Exhibit 4.1 to Array’s Current Report on Form 8-K dated December 8, 2025. | ||||
| 4.7 | Description of Array's Securities, is hereby incorporated by reference to Exhibit 4.7 to Array's Annual Report on Form 10-K for the year ended December 31, 2025. | ||||
| 9.1 | Amendment and Restatement (dated April 22, 2005) of Voting Trust Agreement dated June 30, 1989 is hereby incorporated by reference to the Exhibit filed on Amendment No. 3 to the Schedule 13D dated May 2, 2005, filed by the trustees of such voting trust with respect to TDS Common Shares. | ||||
| 10.1** | Tax Allocation Agreement between Array and TDS is hereby incorporated by reference to an exhibit to Array’s Registration Statement on Form S-1 (Registration No. 33-16975). | ||||
| 10.2 | Cash Management Agreement between Array and TDS dated December 15, 2017, is hereby incorporated by reference to Exhibit 10.2 to Array’s Annual Report on Form 10-K for the year ended December 31, 2017. | ||||
| 10.3** | Registration Rights Agreement between Array and TDS is hereby incorporated by reference to an exhibit to Array’s Registration Statement on Form S-1 (Registration No. 33-16975). | ||||
| 10.4** | Exchange Agreement between Array and TDS, as amended, is hereby incorporated by reference to an exhibit to Array’s Registration Statement on Form S-1 (Registration No. 33-16975). | ||||
1
Table of Contents
| 10.5** | Intercompany Agreement between Array and TDS is hereby incorporated by reference to an exhibit to Array’s Registration Statement on Form S-1 (Registration No. 33-16975). | ||||
| 10.6** | Employee Benefit Plans Agreement between Array and TDS is hereby incorporated by reference to an exhibit to Array’s Registration Statement on Form S-1 (Registration No. 33-16975). | ||||
| 10.7** | Insurance Cost Sharing Agreement between Array and TDS is hereby incorporated by reference to an exhibit to Array’s Registration Statement on Form S-1 (Registration No. 33-16975). | ||||
| 10.8(a)* | TDS Supplemental Executive Retirement Plan, as amended and restated, effective January 1, 2009, is hereby incorporated by reference to Exhibit 10.1 to TDS’ Current Report on Form 8-K dated August 27, 2008. | ||||
| 10.8(b)* | Amendment Number One to the TDS Supplemental Executive Retirement Plan, is hereby incorporated by reference to Exhibit 10.2 to TDS’ Current Report on Form 8-K dated March 15, 2012. | ||||
| 10.8(c)* | Amendment Number Two to the TDS Supplemental Executive Retirement Plan, is hereby incorporated by reference to Exhibit 10.3 to TDS’ Current Report on Form 8-K dated November 3, 2014. | ||||
| 10.8(d)* | Amendment Number Four to the TDS Supplemental Executive Retirement Plan, is hereby incorporated by reference to Exhibit 10.3 to Array's Quarterly Report on Form 10-Q for the period ended March 31, 2025. | ||||
| 10.8(e)* | Amendment Number Five to the TDS Supplemental Executive Retirement Plan, is hereby incorporated by reference to Exhibit 10.8(e) to Array's Annual Report on Form 10-K for the year ended December 31, 2025. | ||||
| 10.9* | Array Compensation Plan for Non-Employee Directors, dated March 24, 2023, is hereby incorporated by reference to Exhibit A to Array's Notice of Annual Meeting of Shareholders and Proxy Statement dated April 4, 2023, which was filed with the SEC on Schedule 14A on April 4, 2023. | ||||
| 10.10(a)* | Array 2013 Long-Term Incentive Plan is hereby incorporated by reference to Exhibit B to the Array Notice of Annual Meeting of Shareholders and Proxy Statement dated April 12, 2016, which was filed with the SEC on Schedule 14A on April 12, 2016. | ||||
| 10.10(b)* | Amendment No. 1 to Array 2013 Long-Term Incentive Plan is hereby incorporated by reference to Exhibit A to the Array Notice of Annual Meeting of Shareholders and Proxy Statement dated April 12, 2016, which was filed with the SEC on Schedule 14A on April 12, 2016. | ||||
| 10.10(c)* | Amendment No. 2 to Array 2013 Long-Term Incentive Plan is hereby incorporated by reference to Exhibit 10.11(c) to Array’s Annual Report on Form 10-K for the year ended December 31, 2018. | ||||
| 10.10(d)* | Amendment No. 3 to Array 2013 Long-Term Incentive Plan is hereby incorporated by reference to Exhibit 10.11(d) to Array's Annual Report on Form 10-K for the year ended December 31, 2020. | ||||
| 10.10(e)* | Amendment No. 4 to Array 2013 Long-Term Incentive Plan is hereby incorporated by reference to Exhibit 10.10(e) to Array's Annual Report on Form 10-K for the year ended December 31, 2021. | ||||
| 10.11(a)* | Array Form of Long-Term Incentive Plan Executive Deferred Compensation Agreement — Phantom Stock Account for officers is hereby incorporated by reference to Exhibit 10.5 to Array’s Current Report on Form 8-K dated May 14, 2013. | ||||
| 10.11(b)* | Array Form of Long-Term Incentive Plan Executive Deferred Compensation Agreement — Phantom Stock Account is hereby incorporated by reference to Exhibit 10.12(b) to Array's Annual Report on Form 10-K for the year ended December 31, 2020. | ||||
| 10.12(a)* | Array Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit 10.1 to Array’s Current Report on Form 8-K dated December 10, 2007. | ||||
| 10.12(b)* | First Amendment to Array Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit 10.6 to Array’s Current Report on Form 8-K dated December 9, 2008. | ||||
| 10.12(c)* | Second Amendment to Array Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit 10.12(c) to Array’s Annual Report on Form 10-K for the year ended December 31, 2012. | ||||
| 10.12(d)* | Election Form for Array Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit 10.12(d) to Array’s Annual Report on Form 10-K for the year ended December 31, 2012. | ||||
| 10.12(e)* | Third Amendment to Array Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit 10.13(e) to Array's Annual Report on Form 10-K for the year ended December 31, 2020. | ||||
| 10.12(f)* | Fourth Amendment to Array Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit 10.13(f) to Array's Annual Report on Form 10-K for the year ended December 31, 2020. | ||||
| 10.12(g)* | Fifth Amendment to Array Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit 10.13(g) to Array's Annual Report on Form 10-K for the year ended December 31, 2020. | ||||
| 10.12(h)* | Sixth Amendment to Array Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit 10.13(h) to Array's Annual Report on Form 10-K for the year ended December 31, 2020. | ||||
| 10.13* | Letter Agreement between Array and Michael S. Irizarry dated March 31, 2020, is hereby incorporated by reference to Exhibit 10.1 to Array's Current Report on Form 8-K dated March 30, 2020. | ||||
2
Table of Contents
| 10.14(a)* | Letter Agreement between Array and Laurent C. Therivel dated June 1, 2020, is hereby incorporated by reference to Exhibit 10.6 to Array's Quarterly Report on Form 10-Q for the period ended June 30, 2020. | ||||
| 10.14(b)* | Addendum to Letter Agreement between Array and Laurent C. Therivel, is hereby incorporated by reference from Exhibit 10.1 to Array's Current Report on Form 8-K filed on May 25, 2023. | ||||
| 10.15(a)* | Array 2021 Executive Deferred Compensation Interest Account Plan effective January 1, 2021, is hereby incorporated by reference to Exhibit 10.1 to Array's Quarterly Report on Form 10-Q for the period ended March 31, 2021. | ||||
| 10.15(b)* | First Amendment to the Array 2021 Executive Deferred Compensation Interest Account Plan, is hereby incorporated by reference to Exhibit 10.15(b) to Array's Annual Report on Form 10-K for the year ended December 31, 2025. | ||||
| 10.16* | Array 2022 Long-Term Incentive Plan, is hereby incorporated by reference from Exhibit A to the Array definitive proxy statement dated April 5, 2022, which was filed with the SEC on Schedule 14A on April 5, 2022. | ||||
| 10.17* | Form of Array 2022 Long-Term Incentive Plan 2023 Performance Award Agreement is hereby incorporated by reference to Exhibit 10.1 to Array's Quarterly Report on Form 10-Q for the period ended June 30, 2023. | ||||
| 10.18* | Form of Array 2022 Long-Term Incentive Plan 2023 Restricted Stock Unit Award Agreement is hereby incorporated by reference to Exhibit 10.2 to Array's Quarterly Report on Form 10-Q for the period ended June 30, 2023. | ||||
| 10.19* | Amendment to the Array 2022 Long-Term Incentive Plan Award Agreements is hereby incorporated by reference to Exhibit 10.1 to Array's Current Report on Form 8-K dated December 4, 2023. | ||||
| 10.20* | Form of Array 2022 Long-Term Incentive Plan 2024 Performance Award Agreement, is hereby incorporated by reference to Exhibit 10.2 to Array's Quarterly Report on Form 10-Q for the period ended March 31, 2024. | ||||
| 10.21* | Form of Array 2022 Long-Term Incentive Plan 2024 Restricted Stock Unit Award Agreement, is hereby incorporated by reference to Exhibit 10.3 to Array's Quarterly Report on Form 10-Q for the period ended March 31, 2024. | ||||
| 10.22* | Executive Severance Policy, is hereby incorporated by reference to Exhibit 10.1 to Array's Quarterly Report on Form 10-Q for the period ended September 30, 2024. | ||||
| 10.23* | 2025 Officer Annual Incentive Plan effective January 1, 2025, is hereby incorporated by reference to Exhibit 10.1 to Array's Current Report on Form 8-K dated January 15, 2025. | ||||
| 10.24* | Form of Array 2022 Long-Term Incentive Plan 2025 Performance Award Agreement is hereby incorporated by reference to Exhibit 10.1 to Array's Quarterly Report on Form 10-Q for the period ended March 31, 2025. | ||||
| 10.25* | Form of Array 2022 Long-Term Incentive Plan 2025 Restricted Stock Unit Award Agreement is hereby incorporated by reference to Exhibit 10.2 to Array's Quarterly Report on Form 10-Q for the period ended March 31, 2025. | ||||
| 10.26* | Equity Acceleration Agreement between Array and Douglas W. Chambers, is hereby incorporated by reference from Exhibit 10.1 to Array's Current Report on Form 8-K dated July 24, 2025. | ||||
| 10.27* | Letter Agreement between Array and Douglas W. Chambers, is hereby incorporated by reference from Exhibit 10.2 to Array's Current Report on Form 8-K dated July 24, 2025. | ||||
| 10.28* | Letter Agreement between Array and Anthony Carlson dated November 6, 2025, is hereby incorporated by reference from Exhibit 10.2 to Array's Current Report on Form 8-K dated November 6, 2025. | ||||
| 10.29 | License Purchase Agreement, dated as of October 17, 2024, among Array, and certain subsidiaries of Array, and Verizon Communications Inc., is hereby incorporated by reference to Annex A to Array's Schedule 14C Information Statement filed on January 23, 2025. | ||||
| 10.30 | License Purchase Agreement, dated as of November 6, 2024, among Array, and certain subsidiaries of Array, and New Cingular Wireless PCS, LLC, is hereby incorporated by reference to Annex A to Array's Schedule 14C Information Statement filed on January 23, 2025. | ||||
| 10.31*** | Master License Agreement, dated as of August 1, 2025, between ADI Leasing Company, LLC and T-Mobile USA, Inc., is hereby incorporated by reference from Exhibit 10.1 to TDS' Current Report on Form 8-K dated July 31, 2025. | ||||
| 19 | Insider Trading and Confidentiality Policy, is hereby incorporated by reference to Exhibit 19 to Array's Annual Report on Form 10-K for the year ended December 31, 2025. | ||||
| 21 | Subsidiaries of Array, is hereby incorporated by reference to Exhibit 21 to Array's Annual Report on Form 10-K for the year ended December 31, 2025. | ||||
| 23.1 | Consent of Independent Registered Public Accounting Firm—PricewaterhouseCoopers LLP, is hereby incorporated by reference to Exhibit 23 to Array's Annual Report on Form 10-K for the year ended December 31, 2025. | ||||
| 23.2 | Consent of Independent Registered Public Accounting Firm—Ernst & Young LLP. | ||||
3
Table of Contents
| 31.1 | Principal executive officer certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, is hereby incorporated by reference to Exhibit 31.1 to Array's Annual Report on Form 10-K for the year ended December 31, 2025. | ||||
| 31.2 | Principal financial officer certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, is hereby incorporated by reference to Exhibit 31.2 to Array's Annual Report on Form 10-K for the year ended December 31, 2025. | ||||
| 31.3 | Principal executive officer certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934. | ||||
| 31.4 | Principal financial officer certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934. | ||||
| 32.1 | Principal executive officer certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, is hereby incorporated by reference to Exhibit 32.1 to Array's Annual Report on Form 10-K for the year ended December 31, 2025. | ||||
| 32.2 | Principal financial officer certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, is hereby incorporated by reference to Exhibit 32.2 to Array's Annual Report on Form 10-K for the year ended December 31, 2025. | ||||
| 32.3 | Principal executive officer certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code. | ||||
| 32.4 | Principal financial officer certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code. | ||||
| 97 | Policy on Recoupment and Forfeiture of Incentive Compensation, is hereby incorporated by reference to Exhibit 97 to Array's Annual Report on Form 10-K for the year ended December 31, 2023. | ||||
| 99.1 | Audited Financial Statements of Los Angeles SMSA Limited Partnership as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023. | ||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the inline document. | ||||
| * | Indicates a management contract or compensatory plan or arrangement. | ||||
| ** | Indicates a paper filing prior to the adoption of EDGAR. | ||||
| *** | Portions of this Exhibit have been omitted pursuant to Item 601(b) of Regulation S-K promulgated under the Exchange Act. | ||||
4
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ARRAY DIGITAL INFRASTRUCTURE, INC. | ||||||||
| By: | /s/ Anthony J. M. Carlson | |||||||
| Anthony J. M. Carlson | ||||||||
| President and Chief Executive Officer | ||||||||
| (principal executive officer) | ||||||||
| Date: | March 30, 2026 | |||||||
| By: | /s/ Vicki L. Villacrez | |||||||
| Vicki L. Villacrez | ||||||||
| Executive Vice President, Chief Financial Officer and Treasurer | ||||||||
| (principal financial officer) | ||||||||
| Date: | March 30, 2026 | |||||||
FAQ
What does Array Digital Infrastructure (AD) change in this 10-K/A amendment?
The amendment mainly adds the audited financial statements of the Los Angeles SMSA Limited Partnership. Array holds a 5.5% interest in this partnership, which is deemed significant, so separate financials are filed as Exhibit 99.1, plus related auditor consent and certifications.
Why did Array Digital Infrastructure (AD) need LA Partnership financials?
The Los Angeles SMSA Limited Partnership became a significant equity investee under Rule 3-09 of Regulation S-X. Because of this status, Array must provide separate audited financial statements for the partnership, even though it only owns a 5.5% limited partnership interest accounted for by the equity method.
Does this 10-K/A amendment change Array’s 2025 results or disclosures?
Array states the amendment does not modify or update disclosures from the original 2025 annual report. Aside from adding LA Partnership financials, an auditor consent, and new CEO/CFO certifications, all prior disclosures remain as originally filed and are not revised for subsequent events.
What market value information does Array Digital Infrastructure (AD) disclose?
Array reports that as of June 30, 2025, the aggregate market value of its Common Shares held by non-affiliates was approximately $923 million. This was based on a New York Stock Exchange closing price of $63.97 per Common Share on that date.
Which debt securities of Array Digital Infrastructure are listed on the NYSE?
Array lists several senior notes on the New York Stock Exchange, including 6.25% Senior Notes due 2069 and 5.50% Senior Notes due 2070. These join the company’s Common Shares, which also trade on the exchange under the symbol AD.
Array Digital