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Array Digital (AD) CEO nets more shares after RSU and PSU vesting

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Form Type
4

Rhea-AI Filing Summary

ARRAY DIGITAL INFRASTRUCTURE, INC. President and CEO Anthony J. Carlson exercised equity awards into common shares in a compensation-related transaction. He converted 1,742 restricted stock units and 4,150 performance share units into a total of 5,892 common shares, valued using a market price of $48.00 per share from the prior trading day.

To cover tax obligations on these vestings, 511 shares and 1,217 shares (1,728 shares in total) were withheld rather than sold on the market. Following these transactions, Carlson holds 13,093 common shares directly. The footnotes explain that both the restricted stock units and performance share units were originally granted in April 2023, with additional units credited after special dividends in August 2025 and February 2026 to maintain the awards’ fair value. No open-market purchases or sales were reported in this filing.

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Insider Carlson Anthony J
Role President and CEO
Type Security Shares Price Value
Exercise Restricted Stock Units 1,742 $48.00 $84K
Exercise Peformance Share Units 4,150 $48.00 $199K
Exercise Common Shares 1,742 $48.00 $84K
Tax Withholding Common Shares 511 $48.00 $25K
Exercise Common Shares 4,150 $48.00 $199K
Tax Withholding Common Shares 1,217 $48.00 $58K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Peformance Share Units — 0 shares (Direct); Common Shares — 10,671 shares (Direct)
Footnotes (1)
  1. Granted under the Array Long-Term Incentive Plan on April 3, 2023. Restricted stock units vest one-third each year on the first, second and third anniversaries of the grant date. This represents settlement of the third and final vesting. As a result of special dividends on August 19, 2025, and February 2, 2026, the reporting person acquired 436 units and 290 units respectively, to maintain the underlying awards fair value. The market was closed on the vest date therefore the previous trading day's close, April 2, 2026, was used to value the transaction. Shares withheld to pay taxes. On April 3, 2023 the reporting person was granted financial-based performance share units that would be measured over a one-year time period. The Performance Shares were certified and adjusted for performance on February 14, 2024 and vested on April 3, 2026. Each performance share unit represents the contingent right to receive one common share. As a result of special dividends on August 19, 2025, and February 2, 2026, the reporting person acquired 1040 units and 691 units respectively, to maintain the underlying awards fair value.
RSUs exercised 1,742 shares Restricted stock units converted to common shares on April 3, 2026
PSUs exercised 4,150 shares Performance share units converted to common shares on April 3, 2026
Total shares from awards 5,892 shares Total common shares received from RSU and PSU vesting
Shares withheld for taxes 1,728 shares Common shares withheld to pay taxes on vesting
Valuation price $48.00 per share Previous trading day’s close used because market was closed on vest date
Post-transaction holdings 13,093 shares CEO’s direct common share holdings after reported transactions
Additional RSU units from dividends 436 and 290 units RSU grant adjustments after August 19, 2025 and February 2, 2026 special dividends
Additional PSU units from dividends 1,040 and 691 units Performance share unit adjustments after the same special dividends
Restricted Stock Units financial
"Granted under the Array Long-Term Incentive Plan on April 3, 2023. Restricted stock units vest one-third each year"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Performance Share Units financial
"the reporting person was granted financial-based performance share units that would be measured over a one-year time period"
Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.
special dividends financial
"As a result of special dividends on August 19, 2025, and February 2, 2026, the reporting person acquired"
A special dividend is a one-time payment made by a company to its shareholders, often when the company has extra cash from a big sale or unexpected profit. It’s like a bonus share of the company’s success, giving investors a quick reward outside of regular dividend payments. This can signal the company’s strong financial position or a desire to distribute excess profits.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Array Long-Term Incentive Plan financial
"Granted under the Array Long-Term Incentive Plan on April 3, 2023"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Carlson Anthony J
(Last)(First)(Middle)
500 W. MADISON STREET, SUITE 810
(Street)
CHICAGO ILLINOIS 60661
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
ARRAY DIGITAL INFRASTRUCTURE, INC. [ AD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/03/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Shares04/03/2026M(1)1,742A$48(2)10,671D
Common Shares04/03/2026F(3)511D$48(2)10,160D
Common Shares04/03/2026M(4)4,150A$48(2)14,310D
Common Shares04/03/2026F(3)1,217D$48(2)13,093D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)04/03/2026M1,742 (1) (1)Common Shares1,742$480D
Peformance Share Units(4)04/03/2026M4,150 (4) (4)Common Shares4,150$480D
Explanation of Responses:
1. Granted under the Array Long-Term Incentive Plan on April 3, 2023. Restricted stock units vest one-third each year on the first, second and third anniversaries of the grant date. This represents settlement of the third and final vesting. As a result of special dividends on August 19, 2025, and February 2, 2026, the reporting person acquired 436 units and 290 units respectively, to maintain the underlying awards fair value.
2. The market was closed on the vest date therefore the previous trading day's close, April 2, 2026, was used to value the transaction.
3. Shares withheld to pay taxes.
4. On April 3, 2023 the reporting person was granted financial-based performance share units that would be measured over a one-year time period. The Performance Shares were certified and adjusted for performance on February 14, 2024 and vested on April 3, 2026. Each performance share unit represents the contingent right to receive one common share. As a result of special dividends on August 19, 2025, and February 2, 2026, the reporting person acquired 1040 units and 691 units respectively, to maintain the underlying awards fair value.
Remarks:
John M. Toomey, by power of atty.04/06/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did ARRAY DIGITAL (AD) CEO Anthony J. Carlson report in this Form 4?

Anthony J. Carlson reported exercising equity awards into 5,892 common shares of ARRAY DIGITAL. The transactions reflect vesting of restricted stock units and performance share units, with some shares withheld for taxes, rather than open-market buying or selling activity.

How many ARRAY DIGITAL (AD) shares did the CEO receive from RSU and PSU vesting?

The CEO received 5,892 common shares through the settlement of 1,742 restricted stock units and 4,150 performance share units. These awards were granted in 2023 and valued using a $48.00 per share price from the previous trading day.

Were any ARRAY DIGITAL (AD) shares sold on the open market in this Form 4?

No open-market sales were reported; instead, 1,728 shares were withheld to pay taxes. These F-code transactions represent tax-withholding dispositions tied to vesting, not discretionary sales, so they do not indicate market selling by the CEO.

How many ARRAY DIGITAL (AD) shares does the CEO hold after these transactions?

After the reported vesting and tax withholding, Anthony J. Carlson directly holds 13,093 common shares of ARRAY DIGITAL. This figure reflects his updated position following the conversion of restricted and performance share units into common stock.

What role did special dividends play in the CEO’s ARRAY DIGITAL (AD) awards?

Special dividends on August 19, 2025 and February 2, 2026 increased the CEO’s equity awards. The RSU grant received 436 and 290 additional units, while performance share units received 1,040 and 691 units, helping maintain the awards’ fair value after those dividends.

How were the ARRAY DIGITAL (AD) Form 4 transactions priced for reporting purposes?

The transactions were valued using the previous trading day’s closing price of $48.00 per share because the market was closed on the vesting date. This price is used in the Form 4 to report the value of the equity award settlements and related tax withholding.