Array Digital Infrastructure (NYSE: USM) adopts 2026 incentive plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
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.
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8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
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): March 22, 2026
(Exact name of registrant as specified in its charter)
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
This Current Report on Form 8-K is being filed by Array Digital Infrastructure, Inc. (Array) to describe and file as an Exhibit the Array 2026 Annual Incentive Plan (the 2026 Plan) with respect to "named executive officers" of Array as specified in paragraph (e) of Item 5.02 of Form 8-K.
As of March 22, 2026, the 2026 Plan was approved both by Array’s Chair and Array's President and CEO. The 2026 Plan covers all Array associates, including the President and CEO. The Array Chair does not participate in the 2026 Plan.
The purpose of the 2026 Plan is to motivate and reward associates for performance that drives achievement of Array's business goals.
The Plan has the following two performance components for officers:
| Plan Component | Component Weighting | ||||
| Company Performance | 80% | ||||
| Individual Performance | 20% | ||||
The Plan company performance is measured by performance against the following financial metrics with the following weightings:
| Company Performance Metric | Metric Weighting | ||||
| Adjusted Revenue | 40% | ||||
| Adjusted OIBDA | 40% | ||||
| New Cash Site Rental Revenue | 20% | ||||
Under the provisions of the 2026 Plan, no bonus is due unless an officer remains employed through the bonus payout date except that an officer who separates due to retirement or death is eligible for a pro-rated bonus. The President and CEO and/or Chair of Array, as appropriate, may approve a bonus, or a pro-rated bonus, for an officer who is not employed through the bonus payout date.
The foregoing description is qualified by reference to the 2026 Plan which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description of Exhibits | |||||||
| 10.1 | Array 2026 Annual Incentive Plan effective January 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: | March 24, 2026 | By: | /s/ Vicki L. Villacrez | ||||||||
| Vicki L. Villacrez | |||||||||||
| Executive Vice President, Chief Financial Officer and Treasurer | |||||||||||
FAQ
What is Array Digital Infrastructure’s 2026 Annual Incentive Plan?
The 2026 Annual Incentive Plan is a performance-based bonus program covering all Array associates, including the President and CEO. It links incentive payouts to company financial results and individual performance and is documented as Exhibit 10.1, effective January 1, 2026.
Who is covered under Array Digital’s 2026 incentive plan?
The plan covers all Array associates, including the President and CEO, and applies to named executive officers under Item 5.02(e). The Array Chair approved the plan but does not participate, highlighting a structure focused on broader management and employee performance.
How are bonuses determined under Array Digital’s 2026 plan?
Bonuses for officers are determined 80% by company performance and 20% by individual performance. Company performance uses three metrics—Adjusted Revenue, Adjusted OIBDA, and New Cash Site Rental Revenue—with respective weightings of 40%, 40%, and 20% in the overall calculation.
What employment conditions affect bonus eligibility in Array Digital’s 2026 plan?
Under the plan, no bonus is due unless an officer remains employed through the bonus payout date. Officers who retire or die can receive a pro-rated bonus, and the President and CEO and/or Chair may approve bonuses or pro-rated bonuses in other separation situations.
Which financial metrics drive company performance in Array Digital’s 2026 plan?
Company performance in the 2026 plan is measured using Adjusted Revenue, Adjusted OIBDA, and New Cash Site Rental Revenue. These metrics carry weightings of 40%, 40%, and 20% respectively, determining most of the bonus outcome for participating officers and associates.