Welcome to our dedicated page for Array Digital SEC filings (Ticker: AD), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Array Digital Infrastructure, Inc. SEC filings document the company's wireless infrastructure business, capital structure, and corporate transition from United States Cellular Corporation. Form 8-K reports cover completed spectrum asset dispositions, credit-agreement amendments, senior notes, special dividend-related capital actions, operating results, and material-event disclosures.
Proxy and governance filings describe board matters, executive compensation, incentive plans, shareholder voting items, and ownership-related disclosures. The filing record also includes risk, regulatory, and capital-structure information tied to Array's tower portfolio, retained spectrum licenses, and public-company governance.
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.
Array Digital Infrastructure, Inc. asks shareholders to vote at its 2026 annual meeting on electing nine directors, ratifying PricewaterhouseCoopers as auditor, approving an officer exculpation charter amendment, and holding an advisory Say-on-Pay vote on 2025 executive pay.
During 2025 the company completed a major transformation, selling UScellular’s wireless operations and select spectrum to T-Mobile for $4.3 billion, rebranding as Array, and paying a special cash dividend of $23.00 per share. Array is now a tower-focused business with over 4,400 towers, lean staffing, and support functions sourced from Telephone and Data Systems.
The proxy explains that Array is monetizing remaining wireless spectrum, with agreements covering roughly 70% of holdings, including an AT&T deal that closed for $1.018 billion. It also details Array’s controlled-company governance, dual‑class voting structure, board independence, risk oversight and Audit Committee activities, and outlines 2025 target compensation design and governance practices for named executive officers.
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.
Array Digital Infrastructure, Inc. adopted a new 2026 Annual Incentive Plan effective January 1, 2026 for its named executive officers and all associates. As of March 22, 2026, the plan was approved by the company’s Chair and its President and CEO, although the Chair does not participate.
The plan bases officer bonuses 80% on company performance and 20% on individual performance. Company performance is measured using three financial metrics: Adjusted Revenue (40% weighting), Adjusted OIBDA (40%), and New Cash Site Rental Revenue (20%). Officers generally must remain employed through the bonus payout date, with pro-rated eligibility for retirement or death and potential discretionary payouts in other cases.
Carlson Anthony J reported acquisition or exercise transactions in this Form 4 filing.
ARRAY DIGITAL INFRASTRUCTURE, INC. reported that President and CEO Anthony J. Carlson received a grant of 5,805 restricted stock units under the company’s Long-Term Incentive Plan. These RSUs represent the right to receive an equal number of common shares and will vest in three equal installments on the first, second, and third anniversaries of the grant date, aligning a portion of the CEO’s compensation with long-term shareholder value.
Array Digital Infrastructure, Inc. (AD) is holding its 2026 Annual Meeting on May 19, 2026 where shareholders will vote on director elections, ratifying PwC, an amendment to permit officer exculpation, and an advisory Say-on-Pay.
In 2025 the company completed the sale of its wireless operations and select spectrum — the transaction closed on August 1, 2025 with final sales proceeds of $4.3 billion and a special cash dividend of $23.00 per share. Following the transaction the company was renamed Array and repositioned as a tower company with over 4,400 towers, ~60 associates, and a focus on tower leasing and colocations. Array has monetized approximately 70% of its spectrum holdings via agreements with major carriers, including a closed AT&T transaction on January 13, 2026 for $1.018 billion, with remaining spectrum monetization expected to close in 2026. The Board unanimously recommends votes FOR all proposals.
ARRAY DIGITAL INFRASTRUCTURE, INC. President and CEO Anthony J. Carlson reported routine equity compensation activity tied to restricted stock units. On March 4, 2026, 1,004 restricted stock units were converted into 1,004 common shares at a price of $49.91 per share, increasing his direct common share holdings to 9,278 before tax withholding.
The restricted stock units were granted under the Array Long-Term Incentive Plan on March 4, 2024 and vest in three equal annual installments. Footnotes explain the award was increased by 167 units after a special dividend on February 2, 2026 to preserve fair value, and this filing reflects settlement of the second vesting tranche.
Carlson then disposed of 349 common shares at $49.91 per share through a code F transaction to cover taxes due on the vesting that occurs on March 4, 2026, leaving him with 8,929 directly owned common shares. The filing shows compensation-related conversions and tax withholding rather than open-market buying or selling.
Array Digital Infrastructure, Inc. reports a transformative 2025, completing the $4,293.8 million sale of its wireless operations and select spectrum assets to T-Mobile and pivoting to a tower-focused business. The deal brought $2,628.8 million in cash and $1,665.0 million of debt assumed by T-Mobile.
Array now owns 4,450 towers across 19 states and derives most revenue from long-term site leases, including a new Master License Agreement with T-Mobile covering at least 2,015 committed sites plus up to 1,800 interim sites. 2025 site rental revenue rose to $154.7 million, and total operating revenue reached $163.0 million.
Despite $47.7 million of spectrum impairments, Array posted $169.7 million of net income from continuing operations attributable to shareholders, supported by $173.8 million of equity earnings and $69.0 million of short-term imputed spectrum lease income. Two special dividends totaling $33.25 per share were funded from T-Mobile and AT&T spectrum transactions, and further proceeds are expected from a $1,000.0 million Verizon spectrum sale, subject to approvals.
Array Digital Infrastructure, Inc. reported a major turnaround in 2025 as it shifted to a standalone tower business and detailed 2026 guidance. Total operating revenues from continuing operations rose to $163.0 million from $102.9 million, driven mainly by a 51% increase in site rental revenues. Net income attributable to shareholders from continuing operations swung to a $169.7 million profit, or diluted earnings per share of $1.94, compared with a $(1.00) loss per share in 2024.
The company closed the sale of wireless operations and select spectrum assets to T-Mobile in August 2025 and paid a $23 per share special dividend, then sold 3.45GHz and 700MHz spectrum licenses to AT&T, supporting a further $10.25 special dividend in February 2026. Additional spectrum deals with T-Mobile are expected to generate $178 million in aggregate proceeds, and a separate sale of spectrum licenses to Verizon is expected to close in the second or third quarter of 2026. For 2026, Array guides to total operating revenues of $200–$215 million, Adjusted EBITDA of $200–$215 million, Adjusted OIBDA of $50–$65 million, and capital expenditures of $25–$35 million, reflecting confidence in tower growth and spectrum monetization.