Array Digital Infrastructure (NYSE: AD) forms special committee on TDS bid
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Array Digital Infrastructure, Inc. reported that its board has received a non-binding proposal from Telephone and Data Systems, Inc. (TDS) to acquire all common shares it does not already own. TDS currently holds a controlling economic and voting stake in the company.
The board formed a special committee of three independent, disinterested directors to analyze, evaluate and negotiate or reject the proposal. The committee has hired PJT Partners as financial advisor and Cravath, Swaine & Moore LLP as legal counsel. The proposal is only an indication of interest, subject to special committee recommendation and approval by a majority of disinterested stockholder votes, and there is no assurance any transaction will occur. Shareholders are told they do not need to take action at this time.
Positive
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Negative
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Insights
Controlling shareholder TDS has floated a non-binding offer, and Array’s independent directors are now gatekeepers for any deal.
Array Digital Infrastructure confirmed that TDS, which already owns about 81.9% of its capital stock and 95.9% of its voting interests, has submitted a non-binding proposal to buy the remaining minority shares. This sets up a potential going-private or squeeze-out style transaction for public holders.
The board created a special committee of disinterested, independent directors with its own financial advisor, PJT Partners, and legal counsel, Cravath, Swaine & Moore LLP. This structure is typical for controller buyouts and is designed to protect minority shareholders by separating their evaluation from the controlling shareholder’s influence.
The company stresses the proposal is only an “indication of interest” with no binding commitment, and the special committee has made no decision. Any deal would still require both the committee’s recommendation and approval by a majority of disinterested stockholder votes. Actual outcomes will depend on future negotiations and terms that are not described here.
8-K Event Classification
2 items: 8.01, 9.01
2 items
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
TDS ownership of capital stock: 81.9%
TDS voting interest: 95.9%
Cell towers owned: 4,450 towers
+3 more
6 metrics
TDS ownership of capital stock
81.9%
Approximate share of Array’s outstanding capital stock owned by TDS
TDS voting interest
95.9%
Approximate share of Array’s voting interests held by TDS
Cell towers owned
4,450 towers
Number of towers Array owns across 19 U.S. states
Special committee size
3 directors
Number of disinterested, independent directors on Array’s special committee
Press release date
May 8, 2026
Date of Array’s press release confirming receipt of the TDS proposal
Proposal date
May 7, 2026
Date on which TDS’s non-binding proposal was submitted
Key Terms
non-binding proposal, special committee, disinterested stockholders, forward-looking statements, +2 more
6 terms
non-binding proposal financial
"received a 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.
special committee regulatory
"The Array Board has established a special committee (the “Special Committee”), comprised solely of three disinterested and independent directors"
A special committee is a group of people chosen by an organization to carefully examine a specific issue or problem, often when a decision could have significant consequences. Think of it as a task force brought together to investigate and recommend actions, ensuring that important matters are handled thoroughly and fairly. For investors, this means decisions are made with careful oversight, which can impact the organization's stability and future direction.
disinterested stockholders regulatory
"approval by a majority of the votes cast by disinterested stockholders"
Disinterested stockholders are shareholders who do not have a personal financial stake, family tie, or special role that would bias their judgment in a corporate vote or transaction. Think of them as neutral neighbors asked to decide on a street project while the homeowner involved doesn’t vote; their independent approval helps ensure decisions are fair and protects minority investors from deals that primarily benefit insiders. Investors watch this group because their support can legitimize major transactions and reduce the risk of self-dealing.
forward-looking statements regulatory
"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.
colocation revenue contracts financial
"economic and business risks associated with fixed rate annual escalators on colocation revenue contracts"
spectrum license sales financial
"whether the additional spectrum license sales to T-Mobile and the previously announced spectrum license sales to Verizon will be consummated"
The sale of spectrum licenses is when a government or current license holder transfers the rights to use specific radio frequencies needed for wireless services such as mobile data, broadcasting, or satellite links. Investors watch these sales because they can bring substantial cash, change a company’s ability to offer or expand services, alter competitive position and regulatory duties, and effectively act like buying extra lanes on a highway to carry more traffic.
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 8, 2026
(Exact name of registrant as specified in its charter)
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(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 | |||||
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Item 8.01. Other Events
On May 8, 2026, Array Digital Infrastructure, Inc. (the “Company”) issued a press release (the “Press Release”) regarding the proposal submitted to the Board of Directors of the Company by Telephone and Data Systems, Inc. A copy of the Press Release is attached as Exhibit 99.1 and incorporated herein 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 8, 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: | May 8, 2026 | By: | /s/ Walter C. D. Carlson | ||||||||
| Walter C. D. Carlson | |||||||||||
| Chair | |||||||||||
Exhibit 99.1
Array Digital Infrastructure Forms Special Committee of Independent Directors in Response to Receipt of Non-Binding Proposal from TDS
CHICAGO (May 8, 2026) — Array Digital Infrastructure, Inc. (NYSE: AD) (“Array” or the “Company”) confirmed today that its board of directors (the “Board”) has received a 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 the Company not currently owned by TDS (the “Proposal”). A copy of the proposal letter from TDS is available as an exhibit to the Current Report on Form 8-K as publicly filed by TDS today with the Securities and Exchange Commission.
Currently, TDS owns approximately 81.9% of the outstanding capital stock of and 95.9% of the voting interests in the Company. The Proposal is conditioned on, among other things, the recommendation of a special committee of disinterested directors of the Company and the approval by a majority of the votes cast by disinterested stockholders.
The Array Board has established a special committee (the “Special Committee”), comprised solely of three disinterested and independent directors, to analyze, evaluate and negotiate (or reject) the Proposal.
The Special Committee has not made any decision with respect to the Proposal at this time. The Special Committee has retained PJT Partners as its independent financial advisor and Cravath, Swaine & Moore LLP as its independent legal counsel. The Special Committee intends, together with its independent advisors, to carefully evaluate the Proposal to determine the course of action that it believes is in the best interests of the Company and its disinterested shareholders.
The Proposal constitutes only an indication of interest by TDS and does not constitute a binding commitment with respect to the proposed transaction or any other transaction. There can be no assurance that any transaction will be accepted, rejected, consummated or abandoned, or any certainty with respect to the terms, timing and conditions of a transaction in the event an agreement is reached.
The Company and the Special Committee do not undertake any obligation to provide any updates with respect to the Proposal or any other transaction, or to provide any additional disclosures to reflect subsequent events, new information or future circumstances, except as required under applicable law. Shareholders of the Company do not need to take any action at this time.
About Array
Array Digital Infrastructure, Inc. is a leading owner and operator of shared wireless communications infrastructure in the United States. Array owns 4,450 cell towers in 19 states and enables the deployment of 5G and other wireless technologies throughout the country. Currently, Telephone and Data Systems, Inc. owns approximately 81.9% of the outstanding capital stock of and 95.9% of the voting interests in Array.
Forward-Looking Statements
All information set forth in this news release, except historical and factual information, represents forward-looking statements. This includes all statements about the Company’s plans, beliefs, estimates, and expectations. These statements are based on current estimates, projections, and assumptions, which involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Important factors that may affect these forward-looking statements include, but are not limited to: whether the Proposal will be accepted, rejected, consummated or abandoned; whether the Proposal, if accepted or completed, will result in additional value for the Company’s shareholders; whether the transaction process relating to the Proposal could result in adverse effects on the Company’s business; the manner in which Array’s remaining business is conducted; strategic decisions regarding the tower business; whether the additional spectrum license sales to T-Mobile and the previously announced spectrum license sales to Verizon will be consummated; whether Array can monetize the remaining spectrum assets; competition in the tower industry; economic and business risks associated with fixed rate annual escalators on colocation revenue contracts; Array’s reliance on a small number of tenants for a substantial portion of its revenues; the ability to attract people of outstanding talent; inability to protect Array’s real estate rights, with respect to land leases; advances or changes in technology; impacts of costs, integration problems or other factors associated with acquisitions, divestitures or exchanges of properties; uncertainties in Array’s future cash flows and liquidity and access to the capital markets; the ability to make payments on indebtedness or comply with the terms of debt covenants; conditions in the U.S. telecommunications industry; the value of assets and investments, including significant investments in wireless operating entities Array does not control; pending and future litigation; cyber-attacks or other breaches of network or information technology security; control by TDS; disruption in credit or other financial markets; deterioration of U.S. or global economic conditions; and extreme weather events. Investors are encouraged to consider these and other risks and uncertainties that are more fully described under “Risk Factors” in the most recent filing of Array’s Form 10-K for the fiscal year ended December 31, 2025 and Array’s Form 10-Q for the quarter ended March 31, 2026.
FAQ
What did Telephone and Data Systems propose to Array Digital Infrastructure (AD)?
Telephone and Data Systems submitted a non-binding proposal to acquire all outstanding common shares of Array Digital Infrastructure that it does not already own. The proposal is only an indication of interest and is not a binding commitment to complete a transaction.
How much of Array Digital Infrastructure does TDS already own?
TDS currently owns approximately 81.9% of Array’s outstanding capital stock and 95.9% of its voting interests. This controlling position means any additional acquisition would focus on the remaining minority shares held by disinterested public stockholders.
What is the special committee formed by Array Digital Infrastructure’s board?
Array’s board created a special committee of three disinterested and independent directors to review the TDS proposal. This committee will analyze, evaluate, and potentially negotiate or reject the offer, acting on behalf of disinterested shareholders rather than the controlling owner.
Which advisors are supporting Array Digital Infrastructure’s special committee?
The special committee has hired PJT Partners as its independent financial advisor and Cravath, Swaine & Moore LLP as its independent legal counsel. These advisors assist in evaluating the proposal’s fairness and structuring any potential transaction for minority shareholders.
What business does Array Digital Infrastructure (AD) operate?
Array Digital Infrastructure is described as a leading owner and operator of shared wireless communications infrastructure in the U.S. It owns 4,450 cell towers in 19 states, supporting deployment of 5G and other wireless technologies for its tenants.