Array Digital (NYSE: AD) closes $1.018B sale, $10.25 special dividend

Rhea-AI Filing Summary

Array Digital Infrastructure, Inc., formerly United States Cellular Corporation, completed the previously announced sale of select wireless spectrum assets to AT&T for a cash purchase price of $1.018 billion. The transaction closed on January 13, 2026 under a License Purchase Agreement originally signed on November 6, 2024, and included $232 million of value allocated to certain 700 MHz Designated Entity Spectrum Licenses, with no portion of the purchase price deferred.

On the same day, Array’s Board of Directors declared a special cash dividend of $10.25 per share for holders of its Common Stock and Series A Common Stock. Stockholders of record as of January 23, 2026 will receive the dividend, which is scheduled to be paid in cash on February 2, 2026. The company also issued a press release announcing the closing of the sale and related matters.

Positive

• Completed $1.018 billion all-cash spectrum sale to AT&T, providing a substantial immediate liquidity inflow with no deferred consideration.
• Declared a $10.25 per share special cash dividend for Common and Series A Common stockholders, representing a significant one-time capital return.

Negative

• None.

Insights

Equity analyst

Array converts spectrum into $1.018B cash and returns part via a sizable special dividend.

Array Digital Infrastructure has closed the sale of select spectrum assets to AT&T for a cash purchase price of $1.018 billion. The deal includes $232 million allocated to certain 700 MHz Designated Entity Spectrum Licenses and was structured so that no portion of the purchase price is deferred, meaning the full consideration is received at closing.

Concurrently, the Board declared a special cash dividend of $10.25 per share for both Common Stock and Series A Common Stock. The dividend is payable to stockholders of record on January 23, 2026, with payment scheduled on February 2, 2026. This combination of a large, fully cash-funded asset sale and a notable one-time dividend is likely viewed as a significant capital return event.

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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): January 13, 2026

ARRAY DIGITAL INFRASTRUCTURE, INC.

(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.)

500 West Madison Street, Suite 810 , Chicago, Illinois 60661

(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (866) 573-4544

UNITED STATES CELLULAR CORPORATION

8410 West Bryn Mawr, Chicago, Illinois 60631

(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

AD

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 2.01. Completion of Acquisition or Disposition of Assets

On January 13, 2026, Array Digital Infrastructure, Inc. (f/k/a United States Cellular Corporation) (“Array”) and certain subsidiaries of Array completed the previously announced sale of select spectrum assets to New Cingular Wireless PCS, LLC (“AT&T”), pursuant to the terms of that certain License Purchase Agreement (the “Purchase Agreement”), dated as of November 6, 2024, by and among Array, certain subsidiaries of Array named therein and AT&T (the “Closing”).

The purchase price received by Array at the Closing was $1.018 billion, paid in cash. As previously disclosed, $232 million of the purchase price provided in the Purchase Agreement was allocated to certain spectrum licenses in the 700 MHz band (the “Designated Entity Spectrum Licenses”) held by entities in which Array now holds 100% of the equity interests. The closing of the sale of the Designated Entity Spectrum Licenses to AT&T occurred at the Closing and, accordingly, no portion of the purchase price was deferred.

Item 8.01. Other Events

Array Special Dividend

On January 13, 2026, the Board of Directors of Array declared a special cash dividend to holders of Array’s Common Stock and holders of Array’s Series A Common Stock of $10.25 per share payable in cash to the stockholders of record as of January 23, 2026. The payment date in respect of the dividend is scheduled for February 2, 2026.

Press Release

On January 13, 2026, Array issued a press release announcing the Closing and related matters. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 in this Current Report on Form 8-K by reference.

Item 9.01. Financial Statements and Exhibits

(d)   Exhibits

Exhibit Number						Description of Exhibits
99.1						Press Release, dated January 13, 2026.
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.
						ARRAY DIGITAL INFRASTRUCTURE, INC.
Date:			January 13, 2026			By:			/s/ Vicki L. Villacrez
									Vicki L. Villacrez
									Executive Vice President, Chief Financial Officer and Treasurer

FAQ

What major transaction did Array Digital Infrastructure (AD) complete?

Array Digital Infrastructure completed the previously announced sale of select spectrum assets to New Cingular Wireless PCS, LLC (AT&T) for a cash purchase price of $1.018 billion on January 13, 2026.

How much did Array receive from the spectrum sale to AT&T?

Array received a cash purchase price of $1.018 billion from AT&T for select spectrum assets, with $232 million allocated to certain 700 MHz Designated Entity Spectrum Licenses and no portion of the price deferred.

What special dividend did Array Digital Infrastructure (AD) declare?

Array’s Board of Directors declared a special cash dividend of $10.25 per share, payable to holders of Common Stock and Series A Common Stock.

What are the record and payment dates for Array’s special dividend?

The special cash dividend of $10.25 per share will be paid to stockholders of record as of January 23, 2026, with the payment date scheduled for February 2, 2026.

Which securities of Array Digital Infrastructure are listed on the NYSE?

Array has its Common Shares ($1 par value, symbol AD) and three series of senior notes—6.25% Senior Notes due 2069 (UZD) and two 5.50% Senior Notes due 2070 —listed on the New York Stock Exchange.

Did the spectrum sale to AT&T involve any deferred purchase price?

No. The filing states that the closing of the sale of the Designated Entity Spectrum Licenses occurred at the same time as the main transaction and that no portion of the purchase price was deferred.