Array Digital (NYSE: AD) to pay $11 special dividend after $1.0B Verizon sale
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Array Digital Infrastructure, Inc. completed the previously announced sale of select spectrum assets to Verizon for $1.0 billion in cash. The company also recently closed additional spectrum sales to T-Mobile totaling $168 million.
After these transactions and considering current cash on hand, the Board declared a special cash dividend of $11.00 per Common Share and Series A Common Share, payable on June 25, 2026 to shareholders of record on June 11, 2026. Array states it does not currently anticipate paying additional dividends during 2026 and notes that this dividend is unrelated to the special committee’s ongoing review of a non-binding acquisition proposal from Telephone and Data Systems, Inc.
Positive
- Closed $1.0 billion Verizon spectrum sale in cash, converting a significant non-core asset into liquidity that can be redeployed or returned to shareholders.
- Declared a sizeable $11.00 per share special cash dividend for Common and Series A Common Stock, directly distributing proceeds from spectrum monetization to shareholders.
Negative
- None.
Insights
Array is monetizing spectrum and returning a large portion as cash to shareholders.
Array has closed spectrum sales including $1.0 billion from Verizon and $168 million from T-Mobile. These deals advance its stated goal of monetizing retained spectrum after divesting its wireless operations, shifting value from licenses into cash.
The Board has declared a special dividend of $11.00 per share, with payment on June 25, 2026 to holders of record on June 11, 2026. The company also states it does not anticipate additional dividends in 2026, so this payment appears intended as a discrete return of capital tied to asset sales rather than a recurring policy.
The release clarifies that the dividend is separate from the special committee’s evaluation of a non-binding proposal from TDS to acquire shares it does not already own. Any outcome of that process would depend on future decisions, but this filing highlights that existing shareholders are realizing value from completed spectrum monetizations now.
8-K Event Classification
3 items: 2.01, 8.01, 9.01
3 items
Item 2.01
Completion of Acquisition or Disposition of Assets
Financial
The company completed a significant acquisition or sale of business assets.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Verizon spectrum sale proceeds: $1.0 billion cash
T-Mobile spectrum sales: $168 million
Special dividend per share: $11.00 per share
+4 more
7 metrics
Verizon spectrum sale proceeds
$1.0 billion cash
Purchase price received at Closing on June 1, 2026
T-Mobile spectrum sales
$168 million
Spectrum sales completed in May, primarily 700MHz and 600MHz
Special dividend per share
$11.00 per share
Common and Series A Common; record date June 11, 2026; payable June 25, 2026
Ownership by TDS
Approximately 82%
TDS ownership stake in Array
Tower portfolio
Over 4,400 cell towers
Array’s wireless communications infrastructure across the U.S.
Senior notes 6.25% due 2069
6.25% coupon
Senior Notes due 2069 listed on NYSE under symbol UZD
Senior notes 5.50% due 2070
5.50% coupon
Senior Notes due 2070 listed on NYSE under symbols UZE and UZF
Key Terms
special cash dividend, spectrum licenses, non-binding proposal, ordinary and qualified dividend, +2 more
6 terms
special cash dividend financial
"the Board of Directors of Array declared a special cash dividend to holders of Array’s Common Stock"
A special cash dividend is a one-time, extra cash payment a company gives to its shareholders in addition to its regular dividends, like a bonus check sent out when a business has more cash than usual. It matters to investors because it delivers immediate cash value, can signal that the company has strong short-term cash or limited opportunities to reinvest, and typically reduces the company’s cash reserves and may affect the stock price and tax treatment for recipients.
spectrum licenses technical
"to sell a portion of the Company’s retained spectrum licenses for total consideration of $1.0 billion"
Spectrum licenses are government-granted rights to use specific slices of radio frequencies for wireless services, like mobile data, broadcasting, or private networks. Investors care because these licenses are limited and often essential for a company to operate or expand wireless services; securing valuable spectrum can be like owning prime real estate—it can drive revenue, reduce costs, create competitive barriers and affect a company’s growth prospects and valuation.
non-binding proposal regulatory
"evaluation of the non-binding proposal, dated May 7, 2026, from Telephone and Data Systems, Inc."
A non-binding proposal is an offer or plan presented by one party that outlines terms they would like to pursue but does not create a legally enforceable obligation. Think of it like a detailed handshake or a draft invitation to negotiate: it signals intent and frames possible outcomes, but either side can walk away or change terms without legal penalty. Investors watch these because they can move a stock’s price by suggesting a possible deal, yet they carry higher uncertainty than formal agreements.
ordinary and qualified dividend financial
"expects that when 1099-DIVs are issued for 2026, this special dividend will be largely designated as an ordinary and qualified dividend"
Ordinary and qualified dividends are two tax categories for payments shareholders receive from a company. Ordinary dividends are taxed like regular income at your normal tax rate, while qualified dividends meet specific holding and source rules and are taxed at lower long-term capital gains rates; for investors this affects the after-tax return on income stocks, like choosing between paying full price now or a discounted rate after meeting conditions.
forward-looking statements regulatory
"Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: All information set forth in this news release, except historical and factual information, represents forward-looking statements."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
spectrum monetization financial
"These transactions further the objective announced on May 28, 2024, to opportunistically monetize remaining spectrum"
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): June 1, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (866) 573-4544
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 | ||||||||||||||||||
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 June 1, 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 Verizon Communications Inc. (“Verizon”), pursuant to the terms of that certain License Purchase Agreement, dated as of October 17, 2024, by and among Array, certain subsidiaries of Array named therein and Verizon (the “Closing”).
The purchase price received by Array at the Closing was $1.0 billion, paid in cash.
Item 8.01. Other Events
Array Special Dividend
On June 1, 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 $11.00 per share payable in cash to the stockholders of record as of June 11, 2026. The payment date in respect of the dividend is scheduled for June 25, 2026.
Press Release
On June 1, 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 June 1, 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: | June 1, 2026 | By: | /s/ Vicki L. Villacrez | ||||||||
| Vicki L. Villacrez | |||||||||||
| Executive Vice President, Chief Financial Officer and Treasurer | |||||||||||
Exhibit 99.1
Array completes sale of select spectrum assets to Verizon for $1.0 billion
Board declares special dividend of $11.00 per share
CHICAGO (June 1, 2026) – Array Digital Infrastructure, Inc. (NYSE: AD) (ArraySM) today announced the successful closing of the previously announced agreement with Verizon (NYSE: VZ) to sell a portion of the Company’s retained spectrum licenses for total consideration of $1.0 billion.
Additionally, certain spectrum sales to T-Mobile totaling $168M, primarily related to 700MHz and 600MHz, were completed in May.
These transactions further the objective announced on May 28, 2024, to opportunistically monetize remaining spectrum following the sale of the T-Mobile wireless operation which closed on August 1, 2025.
Considering the closing of the Verizon and other transactions alongside current cash on hand, the Array Board of Directors has declared a special cash dividend of $11.00 per Common Share and Series A Common Share. The special dividend is payable on June 25, 2026, to shareholders of record on June 11, 2026. While future dividend declarations are subject to the Board’s discretion, the Company at this time does not anticipate that any additional dividends will be paid during 2026.
“We have made significant progress in our spectrum monetization efforts and are pleased with the value realized in this sale,” said Anthony Carlson, Array President and CEO. “Further, as we have done with prior asset sale proceeds, we are returning value to our shareholders in the form of a special dividend.”
The declaration of this special dividend is unrelated to the special committee of the Array Board of Directors’ evaluation of the non-binding proposal, dated May 7, 2026, from Telephone and Data Systems, Inc. (NYSE: TDS) (“TDS”) to acquire all of the outstanding common shares of Array not currently owned by TDS, which was previously announced on May 8, 2026, and the special committee has not made any decision with respect to such proposal at this time.
Note
Array currently expects that when 1099-DIVs are issued for 2026, this special dividend will be largely designated as an ordinary and qualified dividend, subject to the shareholder’s holding period requirements.
Advisors
Citigroup Global Markets Inc. served as lead financial advisor and Centerview Partners LLC served as financial advisor to Telephone and Data Systems, Inc. (TDS) in connection with the Verizon transaction. TD Securities (USA) LLC and Wells Fargo also served as financial advisors to TDS. Wilkinson Barker Knauer, LLP served as lead transactional and FCC regulatory counsel to both TDS and Array. In addition, Clifford Chance LLP served as regulatory advisor to both TDS and Array and Sidley Austin LLP served as legal advisor to TDS. PJT Partners LP served as financial advisor and Cravath, Swaine & Moore LLP served as legal advisor to the independent directors of Array.
About Array
Array Digital Infrastructure, Inc. is a leading owner and operator of shared wireless communications infrastructure in the United States. With over 4,400 cell towers in locations from coast to coast, Array enables the deployment of 5G and other wireless technologies throughout the country. Headquartered in Chicago, Array is approximately 82% owned by TDS.
Contacts
Karen Samples, Corporate Finance and Investor Relations Senior Manager
karen.samples@tdsinc.com
John Toomey, TDS Treasurer and Vice President – Corporate Relations
john.toomey@tdsinc.com
For more information about Array, visit: investors.arrayinc.com
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: All information set forth in this news release, except historical and factual information, represents forward-looking statements. The forward-looking statements include the statement regarding Array’s expectation regarding the designation of the special dividend on 1099-DIV. This statement relies on the company’s current assumptions and involves uncertainties that could cause a different result. The ultimate designation of the special dividend depends on several factors including Array’s 2026 taxable income and the amount and timing of any additional special dividends issued by Array in 2026. The forward-looking statements also include the statement that the Company at this time does not anticipate that any additional dividends will be paid during 2026. The amount and timing of any dividends is subject to business, economic and other relevant factors.
FAQ
What major transaction did Array Digital Infrastructure (AD) complete?
Array completed the previously announced sale of select spectrum assets to Verizon for $1.0 billion in cash. It also closed additional spectrum sales to T-Mobile totaling $168 million, furthering its plan to monetize retained spectrum licenses.
How large is the Array Digital (AD) special dividend and who will receive it?
Array declared a special cash dividend of $11.00 per share for holders of its Common Stock and Series A Common Stock. Shareholders of record on June 11, 2026 will receive the payment on June 25, 2026.
Will Array Digital (AD) pay additional dividends during 2026?
Array states that it does not anticipate any additional dividends during 2026. This suggests the $11.00 per share special dividend is intended as a one-time return of capital tied to recent spectrum monetization transactions.
How does the special dividend relate to TDS’s proposal for Array Digital (AD)?
Array explains that the special dividend is unrelated to the special committee’s review of a non-binding proposal from TDS to acquire shares it does not own. The special committee has not made any decision on that proposal yet.
How does Array Digital (AD) describe the tax treatment of the special dividend?
Array currently expects the special dividend will be largely designated as an ordinary and qualified dividend on 2026 Form 1099-DIVs, subject to shareholder holding period requirements and factors such as 2026 taxable income and any additional special dividends.
What is Array Digital Infrastructure’s (AD) core business after these spectrum sales?
Array describes itself as a leading owner and operator of shared wireless communications infrastructure in the United States. It owns over 4,400 cell towers nationwide and is approximately 82% owned by Telephone and Data Systems, Inc.