Array Digital Infrastructure, Inc 10-K/A, filed Mar 30, 2026

Array Digital Infrastructure, Inc. (AD)

10-K/A 2026-03-30 For: 2025-12-31

Added on April 08, 2026

About this 10-K/A

Array Digital Infrastructure, Inc filed this 10-K/A on March 30, 2026, covering the fiscal year ended December 31, 2025.

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Delaware						62-1147325
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification No.)


(a)	The following exhibits are filed as part of this report:

	(1)	Financial Statements.

		The consolidated financial statements of Array, as listed in Item 15 of the Original Form 10-K, are included in Item 15 of the Original Form 10-K.

	(2)	Financial Statement Schedules.

		The financial statement schedule of Array, as listed in Item 15 of the Original Form 10-K, is included in Item 15 of the Original Form 10-K.

		The financial statements of the LA Partnership required under Rule 3-09 of Regulation S-X are provided as Exhibit 99.1 to this Form 10-K/A. The report of Ernst & Young LLP is provided as Exhibit 23.2 to this Form 10-K/A.

	(3)	Exhibits.

		The exhibits listed in the Exhibit Index of the Original Form 10-K and this Form 10-K/A are filed with or incorporated by reference into this Report.


Exhibit Number			Description of Documents

2.1(a)***			Securities Purchase Agreement, dated as of May 24, 2024, among TDS, Array (formerly known as United States Cellular Corporation), USCC Wireless Holdings, LLC and T-Mobile US, Inc., is hereby incorporated by reference to Exhibit 2.1 to Array's Current Report on Form 8-K dated May 24, 2024.

2.1(b)***			Letter Agreement, dated March 25, 2025, related to the Securities Purchase Agreement, dated as of May 24, 2024, among TDS, Array, USCC Wireless Holdings, LLC and T-Mobile US, Inc., is hereby incorporated by reference to Exhibit 2.1 to Array's Quarterly Report on Form 10-Q for the period ended March 31, 2025.

3.1(a)			Restated Certificate of Incorporation, is hereby incorporated by reference to Exhibit 3.1 to Array’s Current Report on Form 8-K dated November 10, 2014.

3.1(b)			Certificate of Amendment No. 1 to the Restated Certificate of Incorporation, dated as of August 1, 2025, is hereby incorporated by reference from Exhibit 3.1 to Array's Current Report on Form 8-K dated July 31, 2025.

3.1(c)			Certificate of Amendment No. 2 to the Restated Certificate of Incorporation, dated as of October 9, 2025, is hereby incorporated by reference from Exhibit 3.1 to Array's Quarterly Report on Form 10-Q for the period ended September 30, 2025.

3.2			Array Amended and Restated Bylaws, as adopted on August 1, 2025, are hereby incorporated by reference to Exhibit 3.2 to Array's Current Report on Form 8-K dated July 31, 2025.

4.1(a)			Restated Certificate of Incorporation incorporated herein as Exhibit 3.1(a).

4.1(b)			Certificate of Amendment No. 1 to the Restated Certificate of Incorporation incorporated herein as Exhibit 3.1(b).

4.1(c)			Certificate of Amendment No. 2 to the Restated Certificate of Incorporation incorporated herein as Exhibit 3.1(c).

4.2			Array Amended and Restated Bylaws, as adopted on August 1, 2025, are incorporated herein as Exhibit 3.2.

4.3(a)			Indenture for Senior Debt Securities dated June 1, 2002, between Array and The Bank of New York Mellon Trust Company, N.A., formerly known as BNY Midwest Trust Company of New York (BNY) is hereby incorporated by reference to Exhibit 4.1 to Form S-3 dated May 31, 2013 (File No. 333-188971).

4.3(b)			Form of Third Supplemental Indenture dated December 3, 2003, between Array and BNY Midwest Trust Company, relating to $444,000,000 of Array’s 6.7% Senior Notes due 2033, is hereby incorporated by reference to Exhibit 4.1 to Array’s Current Report on Form 8-K dated December 3, 2003.

4.3(c)			Form of Fifth Supplemental Indenture dated June 21, 2004, between Array and BNY Midwest Trust Company, relating to $100,000,000 of Array’s 6.7% Senior Notes due 2033, is hereby incorporated by reference to Exhibit 4.1 to Array’s Current Report on Form 8-K dated June 21, 2004.

4.3(d)			Twelfth Supplemental Indenture, dated as of June 17, 2025, between Array and The Bank of New York Mellon Trust Company, N.A., related to the Array's 6.700% Senior Notes due 2033, is hereby incorporated by reference from Exhibit 4.1 to Array's Current Report on Form 8-K dated June 17, 2025.



4.3(e)			Form of Ninth Supplemental Indenture dated as of August 12, 2020, between Array and The Bank of New York Mellon Trust Company, N.A., related to $500,000,000 of Array's 6.25% Senior Notes due 2069, is hereby incorporated by reference to Exhibit 2 to Array's Registration Statement on Form 8-A dated August 12, 2020.

4.3(f)			Thirteenth Supplemental Indenture, dated as of June 17, 2025, between Array and The Bank of New York Mellon Trust Company, N.A., related to Array’s 6.250% Senior Notes due 2069, is hereby incorporated by reference from Exhibit 4.2 to Array's Current Report on Form 8-K dated June 17, 2025.

4.3(g)			Form of Tenth Supplemental Indenture dated as of December 2, 2020, between Array and The Bank of New York Mellon Trust Company, N.A., related to $500,000,000 of Array's 5.5% Senior Notes due 2070 is hereby incorporated by reference to Exhibit 2 to Array's Registration Statement on Form 8-A dated December 2, 2020.

4.3(h)			Fourteenth Supplemental Indenture, dated as of June 17, 2025, between Array and The Bank of New York Mellon Trust Company, N.A., related to Array’s 5.500% Senior Notes due 2070 (March), is hereby incorporated by reference from Exhibit 4.3 to Array's Current Report on Form 8-K dated June 17, 2025.

4.3(i)			Form of Eleventh Supplemental Indenture dated as of May 17, 2021, between Array and The Bank of New York Mellon Trust Company, N.A., related to $500,000,000 of Array's 5.5% Senior Notes due 2070 is hereby incorporated by reference to Exhibit 2 to Array's Registration Statement on Form 8-A dated May 17, 2021.

4.3(j)			Fifteenth Supplemental Indenture, dated as of June 17, 2025, between Array and The Bank of New York Mellon Trust Company, N.A., related to Array’s 5.500% Senior Notes due 2070 (June), is hereby incorporated by reference from Exhibit 4.4 to Array's Current Report on Form 8-K dated June 17, 2025.

4.4			Indenture for Subordinated Debt Securities between Array and BNY is hereby incorporated by reference to Exhibit 4.1 to Array’s Current Report on Form 8-K dated September 16, 2013.

4.5(a)			Fourth Amended and Restated Credit Agreement among Array, CoBank, ACB, as Administrative Agent, and the other lenders party thereto, dated June 25, 2025, is hereby incorporated by reference Exhibit 4.1 to Array's Current Report on Form 8-K dated June 25, 2025.

4.5(b)			First Amendment to Fourth Amended and Restated Credit Agreement, among Array, CoBank, ACB, as Administrative Agent, and the other lenders party thereto, dated December 15, 2025, is hereby incorporated by reference to Exhibit 4.5(b) to Array's Annual Report on Form 10-K for the year ended December 31, 2025.

4.6(a)			First Amended and Restated Credit Agreement, among Array, Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders thereto, dated as of July 20, 2021, including the form of subsidiary Guaranty and Subordination Agreement, is hereby incorporated by reference to Exhibit 4.1 to Array's Current Report on Form 8-K dated July 20, 2021.

4.6(b)			First Amendment to First Amended and Restated Credit Agreement, among Array, Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders thereto, dated as of December 9, 2021, is hereby incorporated by reference to Exhibit 4.9(b) to Array's Annual Report on Form 10-K for the year ended December 31, 2021.

4.6(c)			Second Amendment to First Amended and Restated Credit Agreement, among Array, Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders thereto, dated as of March 2, 2023, is hereby incorporated by reference to Exhibit 4.1 to Array's Quarterly Report on Form 10-Q for the period ended March 31, 2023.

4.6(d)			Third Amendment to First Amended and Restated Credit Agreement, among Array, Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders thereto, dated as of September 15, 2023, is hereby incorporated by reference to Exhibit 4.1 to Array's Quarterly Report on Form 10-Q for the period ended September 30, 2023.

4.6(e)			Fourth Amendment to First Amended and Restated Credit Agreement, among Array, Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders thereto, dated as of April 17, 2025, is hereby incorporated by reference to Exhibit 4.2 to Array's Quarterly Report on Form 10-Q for the period ended March 31, 2025.

4.6(f)			Fifth Amendment to First Amended and Restated Credit Agreement among Array, Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders thereto, dated as of December 8, 2025, is hereby incorporated by reference to Exhibit 4.1 to Array’s Current Report on Form 8-K dated December 8, 2025.

4.7			Description of Array's Securities , is hereby incorporated by refer ence to Exhibit 4.7 to Array's Annual Report on Form 10-K for the year ended December 31, 2025 .

9.1			Amendment and Restatement (dated April 22, 2005) of Voting Trust Agreement dated June 30, 1989 is hereby incorporated by reference to the Exhibit filed on Amendment No. 3 to the Schedule 13D dated May 2, 2005, filed by the trustees of such voting trust with respect to TDS Common Shares.

10.1**			Tax Allocation Agreement between Array and TDS is hereby incorporated by reference to an exhibit to Array’s Registration Statement on Form S-1 (Registration No. 33-16975).

10.2			Cash Management Agreement between Array and TDS dated December 15, 2017, is hereby incorporated by reference to Exhibit 10.2 to Array’s Annual Report on Form 10-K for the year ended December 31, 2017.

10.3**			Registration Rights Agreement between Array and TDS is hereby incorporated by reference to an exhibit to Array’s Registration Statement on Form S-1 (Registration No. 33-16975).

10.4**			Exchange Agreement between Array and TDS, as amended, is hereby incorporated by reference to an exhibit to Array’s Registration Statement on Form S-1 (Registration No. 33-16975).



10.5**			Intercompany Agreement between Array and TDS is hereby incorporated by reference to an exhibit to Array’s Registration Statement on Form S-1 (Registration No. 33-16975).

10.6**			Employee Benefit Plans Agreement between Array and TDS is hereby incorporated by reference to an exhibit to Array’s Registration Statement on Form S-1 (Registration No. 33-16975).

10.7**			Insurance Cost Sharing Agreement between Array and TDS is hereby incorporated by reference to an exhibit to Array’s Registration Statement on Form S-1 (Registration No. 33-16975).
10.8(a)*			TDS Supplemental Executive Retirement Plan, as amended and restated, effective January 1, 2009, is hereby incorporated by reference to Exhibit 10.1 to TDS’ Current Report on Form 8-K dated August 27, 2008.

10.8(b)*			Amendment Number One to the TDS Supplemental Executive Retirement Plan, is hereby incorporated by reference to Exhibit 10.2 to TDS’ Current Report on Form 8-K dated March 15, 2012.

10.8(c)*			Amendment Number Two to the TDS Supplemental Executive Retirement Plan, is hereby incorporated by reference to Exhibit 10.3 to TDS’ Current Report on Form 8-K dated November 3, 2014.

10.8(d)*			Amendment Number Four to the TDS Supplemental Executive Retirement Plan, is hereby incorporated by reference to Exhibit 10.3 to Array's Quarterly Report on Form 10-Q for the period ended March 31, 2025.

10.8(e)*			Amendment Number Five to the TDS Supplemental Executive Retirement Plan , is hereby incorporated by reference to Exhibit 10.8(e) to A rray's Annual Report on Form 10-K for the year ended December 31, 2025 .

10.9*			Array Compensation Plan for Non-Employee Directors, dated March 24, 2023, is hereby incorporated by reference to Exhibit A to Array's Notice of Annual Meeting of Shareholders and Proxy Statement dated April 4, 2023, which was filed with the SEC on Schedule 14A on April 4, 2023.

10.10(a)*			Array 2013 Long-Term Incentive Plan is hereby incorporated by reference to Exhibit B to the Array Notice of Annual Meeting of Shareholders and Proxy Statement dated April 12, 2016, which was filed with the SEC on Schedule 14A on April 12, 2016.

10.10(b)*			Amendment No. 1 to Array 2013 Long-Term Incentive Plan is hereby incorporated by reference to Exhibit A to the Array Notice of Annual Meeting of Shareholders and Proxy Statement dated April 12, 2016, which was filed with the SEC on Schedule 14A on April 12, 2016.

10.10(c)*			Amendment No. 2 to Array 2013 Long-Term Incentive Plan is hereby incorporated by reference to Exhibit 10.11(c) to Array’s Annual Report on Form 10-K for the year ended December 31, 2018.

10.10(d)*			Amendment No. 3 to Array 2013 Long-Term Incentive Plan is hereby incorporated by reference to Exhibit 10.11(d) to Array's Annual Report on Form 10-K for the year ended December 31, 2020.

10.10(e)*			Amendment No. 4 to Array 2013 Long-Term Incentive Plan is hereby incorporated by reference to Exhibit 10.10(e) to Array's Annual Report on Form 10-K for the year ended December 31, 2021.

10.11(a)*			Array Form of Long-Term Incentive Plan Executive Deferred Compensation Agreement — Phantom Stock Account for officers is hereby incorporated by reference to Exhibit 10.5 to Array’s Current Report on Form 8-K dated May 14, 2013.

10.11(b)*			Array Form of Long-Term Incentive Plan Executive Deferred Compensation Agreement — Phantom Stock Account is hereby incorporated by reference to Exhibit 10.12(b) to Array's Annual Report on Form 10-K for the year ended December 31, 2020.

10.12(a)*			Array Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit 10.1 to Array’s Current Report on Form 8-K dated December 10, 2007.

10.12(b)*			First Amendment to Array Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit 10.6 to Array’s Current Report on Form 8-K dated December 9, 2008.

10.12(c)*			Second Amendment to Array Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit 10.12(c) to Array’s Annual Report on Form 10-K for the year ended December 31, 2012.

10.12(d)*			Election Form for Array Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit 10.12(d) to Array’s Annual Report on Form 10-K for the year ended December 31, 2012.

10.12(e)*			Third Amendment to Array Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit 10.13(e) to Array's Annual Report on Form 10-K for the year ended December 31, 2020.

10.12(f)*			Fourth Amendment to Array Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit 10.13(f) to Array's Annual Report on Form 10-K for the year ended December 31, 2020.

10.12(g)*			Fifth Amendment to Array Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit 10.13(g) to Array's Annual Report on Form 10-K for the year ended December 31, 2020.

10.12(h)*			Sixth Amendment to Array Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit 10.13(h) to Array's Annual Report on Form 10-K for the year ended December 31, 2020.

10.13*			Letter Agreement between Array and Michael S. Irizarry dated March 31, 2020, is hereby incorporated by reference to Exhibit 10.1 to Array's Current Report on Form 8-K dated March 30, 2020.


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from to


10.14(a)*			Letter Agreement between Array and Laurent C. Therivel dated June 1, 2020, is hereby incorporated by reference to Exhibit 10.6 to Array's Quarterly Report on Form 10-Q for the period ended June 30, 2020.

10.14(b)*			Addendum to Letter Agreement between Array and Laurent C. Therivel, is hereby incorporated by reference from Exhibit 10.1 to Array's Current Report on Form 8-K filed on May 25, 2023.

10.15(a)*			Array 2021 Executive Deferred Compensation Interest Account Plan effective January 1, 2021, is hereby incorporated by reference to Exhibit 10.1 to Array's Quarterly Report on Form 10-Q for the period ended March 31, 2021.

10.15(b)*			First Amendment to the Array 2021 Executive Deferred Compensation Interest Account Plan, is hereby incorporated by reference to Exhibit 10.15(b) to Array's Annual Report on Form 10-K for the year ended December 31, 2025.

10.16*			Array 2022 Long-Term Incentive Plan, is hereby incorporated by reference from Exhibit A to the Array definitive proxy statement dated April 5, 2022, which was filed with the SEC on Schedule 14A on April 5, 2022.

10.17*			Form of Array 2022 Long-Term Incentive Plan 2023 Performance Award Agreement is hereby incorporated by reference to Exhibit 10.1 to Array's Quarterly Report on Form 10-Q for the period ended June 30, 2023.

10.18*			Form of Array 2022 Long-Term Incentive Plan 2023 Restricted Stock Unit Award Agreement is hereby incorporated by reference to Exhibit 10.2 to Array's Quarterly Report on Form 10-Q for the period ended June 30, 2023.

10.19*			Amendment to the Array 2022 Long-Term Incentive Plan Award Agreements is hereby incorporated by reference to Exhibit 10.1 to Array's Current Report on Form 8-K dated December 4, 2023.



10.20*			Form of Array 2022 Long-Term Incentive Plan 2024 Performance Award Agreement, is hereby incorporated by reference to Exhibit 10.2 to Array's Quarterly Report on Form 10-Q for the period ended March 31, 2024.

10.21*			Form of Array 2022 Long-Term Incentive Plan 2024 Restricted Stock Unit Award Agreement, is hereby incorporated by reference to Exhibit 10.3 to Array's Quarterly Report on Form 10-Q for the period ended March 31, 2024.

10.22*			Executive Severance Policy, is hereby incorporated by reference to Exhibit 10.1 to Array's Quarterly Report on Form 10-Q for the period ended September 30, 2024.

10.23*			2025 Officer Annual Incentive Plan effective January 1, 2025, is hereby incorporated by reference to Exhibit 10.1 to Array's Current Report on Form 8-K dated January 15, 2025.

10.24*			Form of Array 2022 Long-Term Incentive Plan 2025 Performance Award Agreement is hereby incorporated by reference to Exhibit 10.1 to Array's Quarterly Report on Form 10-Q for the period ended March 31, 2025.

10.25*			Form of Array 2022 Long-Term Incentive Plan 2025 Restricted Stock Unit Award Agreement is hereby incorporated by reference to Exhibit 10.2 to Array's Quarterly Report on Form 10-Q for the period ended March 31, 2025.

10.26*			Equity Acceleration Agreement between Array and Douglas W. Chambers, is hereby incorporated by reference from Exhibit 10.1 to Array's Current Report on Form 8-K dated July 24, 2025.

10.27*			Letter Agreement between Array and Douglas W. Chambers, is hereby incorporated by reference from Exhibit 10.2 to Array's Current Report on Form 8-K dated July 24, 2025.

10.28*			Letter Agreement between Array and Anthony Carlson dated November 6, 2025, is hereby incorporated by reference from Exhibit 10.2 to Array's Current Report on Form 8-K dated November 6, 2025.

10.29			License Purchase Agreement, dated as of October 17, 2024, among Array, and certain subsidiaries of Array, and Verizon Communications Inc., is hereby incorporated by reference to Annex A to Array's Schedule 14C Information Statement filed on January 23, 2025.

10.30			License Purchase Agreement, dated as of November 6, 2024, among Array, and certain subsidiaries of Array, and New Cingular Wireless PCS, LLC, is hereby incorporated by reference to Annex A to Array's Schedule 14C Information Statement filed on January 23, 2025.



10.31***			Master License Agreement, dated as of August 1, 2025, between ADI Leasing Company, LLC and T-Mobile USA, Inc., is hereby incorporated by reference from Exhibit 10.1 to TDS' Current Report on Form 8-K dated July 31, 2025.

19			Insider Trading and Confidentiality Polic y , is her eby incorporated by referen ce to E xhibit 19 to Array's Annual Report on Form 10-K for the year ended December 31, 2025.

21			Subsidiaries of Array , is hereby incorporated by reference to Exhibit 21 to Array's Annual Report on Form 10-K for the year ended December 31, 2025 .

23.1			Consent of Independent Registered Public Accounting Firm—PricewaterhouseCoopers LLP , is hereby incorporated by reference to Exhibit 23 to Array's Annual Report on Form 10-K for the year ended December 31, 2025 .

23.2			Consent of Independent Registered Public Accounting Firm—Ernst & Young LLP.


31.1			Principal executive officer certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934 , is hereby incorporated by reference to Exhibit 31.1 to Array's Annual Report on Form 10-K for the year ended December 31, 2025 .

31.2			Principal financial officer certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934 , is hereby incorporated by reference to Exhibit 31.2 to Array's Annual Report on Form 10-K for the year ended December 31, 2025.

31.3			Principal executive officer certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.

31.4			Principal financial officer certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.

32.1			Principal executive officer certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code , is hereby incorporated by reference to Exhibit 32.1 to Array's Annual Report on Form 10-K for the year ended December 31, 2025.

32.2			Principal financial officer certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code , is hereby incorporated by reference to Exhibit 32.2 to Array's Annual Report on Form 10-K for the year ended December 31, 2025.

32.3			Principal executive officer certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.

32.4			Principal financial officer certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.

97			Policy on Recoupment and Forfeiture of Incentive Compensation, is hereby incorporated by reference to Exhibit 97 to Array's Annual Report on Form 10-K for the year ended December 31, 2023.

99.1			Audited Financial Statements of Los Angeles SMSA Limited Partnership as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023.

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*			Indicates a management contract or compensatory plan or arrangement.

**			Indicates a paper filing prior to the adoption of EDGAR.

***			Portions of this Exhibit have been omitted pursuant to Item 601(b) of Regulation S-K promulgated under the Exchange Act.


			ARRAY DIGITAL INFRASTRUCTURE, INC.

			By:			/s/ Anthony J. M. Carlson
						Anthony J. M. Carlson
						President and Chief Executive Officer
						(principal executive officer)

			Date:			March 30, 2026



			By:			/s/ Vicki L. Villacrez
						Vicki L. Villacrez
						Executive Vice President, Chief Financial Officer and Treasurer
						(principal financial officer)

			Date:			March 30, 2026


			/s/ Anthony J. M. Carlson
			Anthony J. M. Carlson President and Chief Executive Officer (principal executive officer)


			/s/ Vicki L. Villacrez
			Vicki L. Villacrez Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer)