AD 8-K
Array Digital Infrastructure, Inc. (AD)
8-K
2026-03-24
For: 2026-03-22
View Original
Added on
April 08, 2026
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)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(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 | |||||
| ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ||||
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 | ||||||||
| 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 | |||||||||||
Exhibit 10.1
2026 Annual Incentive Plan
Effective January 1, 2026
| ANNUAL INCENTIVE PLAN PURPOSE | ||
The 2026 Annual Incentive Plan (“Plan”) is intended to motivate and reward associates for performance that drives achievement of Array’s business goals. We measure performance using both financial and non-financial goals that are tied to our business strategy. Incentive awards are based on performance results for Array and each participant’s individual performance.
| ELIGIBILITY | ||
All Array associates that are hired on or before September 30, 2026 are eligible to participate in this 2026 Annual Incentive Plan. Contractors are not eligible for this Plan. Plan eligibility is also conditioned on satisfaction of any additional eligibility requirements set forth in the attached Administrative Guidelines. Eligibility for the Plan is not a guarantee of an incentive award payment.
| ANNUAL INCENTIVE COMPONENTS & WEIGHTINGS | ||
The 2026 Annual Incentive Plan has two performance components (company and individual performance for the plan year) which come together to determine an associate’s award. The Plan components and weightings are provided below:
| Plan Component | Component Weighting | |||||||
| Officers | Other Associates | |||||||
| Company Performance | 80% | 60% | ||||||
| Individual Performance | 20% | 40% | ||||||
| COMPANY PERFORMANCE METRICS | ||
The 2026 Annual Incentive Plan company performance is measured by performance against the following three financial metrics with weightings and definitions provided below. Actual performance will be assessed against the targeted performance for each performance metric.
| Company Performance Metric | Metric Weighting | |||||||
| Adjusted Revenue | 40% | |||||||
| Adjusted OIBDA | 40% | |||||||
| New Cash Site Rental Revenue | 20% | |||||||
1.Adjusted Revenue: Adjusted revenue is determined by operating revenue excluding TMUS MLA Interim Site revenue and Dish revenue.
2.Adjusted OIBDA: Adjusted OIBDA is determined by adjusted earnings before interest, taxes, depreciation, amortization and accretion, gains and losses, and excludes Equity in earnings of unconsolidated entities and interest and dividend income, Revenue items listed in the above Adjusted Revenue metric, Corporate assessments, bonus and PSU expense, Strategic Alternatives review costs, and legal cost that relates to legacy UScellular matters (i.e., any legal cost that is not classified as “Tower” in the detailed legal budget submission).
3.New Cash Site Rental Revenue: New cash site rental revenue is determined by all 2026 revenue from new colocation licenses and amendment licenses that commence in 2026 and excludes service revenue & straight-line adjustments.
Company Performance Measures:
Performance Measure | Minimum | Maximum | ||||||
| Adjusted Revenue | 90% | 110% | ||||||
| Adjusted OIBDA | 85% | 115% | ||||||
| New Cash Site Rental Revenue | 50% | 150% | ||||||
Incentive Payouts as a Percent of Target at Minimum and Maximum Performance Levels
The incentive payouts will be determined by the level of achievement against each metric. If any metric is not achieved at the minimum level, there will be no incentive paid with respect to that metric. The minimum and maximum payout levels reinforce the Company’s pay for performance philosophy.
| Performance Measure | Minimum | Target | Maximum | ||||||||
| Adjusted Revenue | 50% | 100% | 200% | ||||||||
| Adjusted OIBDA | 50% | 100% | 200% | ||||||||
| New Cash Site Rental Revenue | 50% | 100% | 200% | ||||||||
Incentive payouts between the minimum and target performance levels and between the target and maximum performance levels will be computed by interpolation.
INDIVIDUAL PERFORMANCE METRICS | ||
Each associate’s performance will be evaluated, and a performance rating assigned based on achievement of individual performance goals established for the plan year. Any incentive for individual performance will be payable according to the guidelines shown in the table below, subject to appropriate approval.
| Individual Performance Rating | % Payout Range | |||||||
| Far Exceeds Expectations (FE) | 140% - 160% | |||||||
| Exceeds Expectations (EE) | 115% - 135% | |||||||
| Meets Expectations (ME) | 90% - 110% | |||||||
| Partially Meets Expectations (PM) | 0% - 50% | |||||||
| Fails to Meet Expectations (FM) | 0% | |||||||
MISCELLANEOUS PROVISIONS | ||
The Plan is subject to the Administrative Guidelines attached. There are no oral or written agreements or understandings between Array and the participants affecting or relating to this Plan not referenced herein. If any participant fails to adhere to Array’s ethical, legal, and other standards, including as referenced by Array policy, Array shall have the right to revoke this Plan, reduce or eliminate compensation as it applies to the violator, or any other remedy as provided by corporate policy or law.
Any compensation earned or paid pursuant to this Plan is subject to forfeiture, recovery by Array or other action pursuant to Array’s Policy on Recoupment and Forfeiture of Incentive Compensation and any other clawback or recoupment policy which Array may adopt from time to time to the extent allowed by applicable law.
This Plan shall not be construed as an employment contract or as a promise of continuing employment between Array and the associate. Employment with Array is terminable at will, i.e., either the participant or Array may terminate the relationship at any time, with or without cause or advance notice.
The 2026 Annual Incentive Plan, as set forth in this document, represents the general guidelines Array intends to utilize to determine the incentives, if any, that will be paid. Results associated with acquisitions and / or divestitures will be evaluated on a case-by-case basis to determine whether adjustments to target or actual results are warranted. The Array Chair in his/her/their discretion may adjust targets or actual results to reflect unanticipated events. Array reserves the right to modify or terminate the Plan at its sole discretion, at any time (including during or following the applicable plan year) and for any reason, with or without written notification and without regard to the effect that any such action may have on any associate’s incentive or potential incentive. Array shall have the full power and authority to interpret and administer the Plan and shall be the sole arbiter of all matters of interpretation and application of the Plan.
| /s/ Anthony J. M. Carlson | March 19, 2026 | |||||||||||||
| President and CEO | Date | |||||||||||||
| /s/ Walter C. D. Carlson | March 22, 2026 | |||||||||||||
| Chair | Date | |||||||||||||
| ADMINISTRATIVE GUIDELINES | |||||
| PLAN YEAR EFFECTIVE DATES | January 1, 2026 – December 31, 2026 | ||||
GENERAL ADMINISTRATION | Exempt Associates: The target annual incentive payout for exempt participants will be based on the associate’s base earnings paid during the plan year (in the case of a mid-year rehire, starting from their rehire date). Base Earnings are defined as base wages, paid time off taken, and any differential pay (excludes Short-term disability pay, Long-term disability pay, Paid Parental Leave, Military Service Leave of Absence, any Paid Personal Leave of Absence, incentives, merit-related lump sum payments, equity, on call pay and any additional compensation not related to base earnings). Non-Exempt Associates: The target annual incentive payout for non-exempt participants will be based on the associate’s base earnings and over-time (OT) earnings paid during the plan year (in the case of a mid-year rehire, starting from their rehire date). Base Earnings are defined as base wages, paid time off taken and any differential pay (excludes Short-term disability pay, Long-term disability pay, Paid Parental Leave, Military Service Leave of Absence, any Paid Personal Leave of Absence, incentives, merit-related lump sum payments, equity, on call pay and any additional compensation not related to base earnings). | ||||
| VESTING | The incentive does not vest, and no incentive shall be paid, unless the associate remains actively employed through the actual incentive payout date (however, in the event of retirement / death prior to the actual incentive payout date, see Separation Prior to Payout Date below). | ||||
| NEW HIRE ELIGIBILITY | Associates must be hired on or before September 30th of the plan year to be eligible. | ||||
| INDIVIDUAL PERFORMANCE | Any associate who receives an annual individual performance rating of Far Exceeds Expectations, Exceeds Expectations, or Meets Expectations is eligible for an incentive payout. An Associate who receives an annual individual performance rating of Partially Meets may be eligible for an incentive payout. No incentive will be paid to any associate who receives an annual individual performance rating of Fails to Meet Expectations, regardless of company performance, unless otherwise approved by the President and CEO and/or Chair of Array, as appropriate. | ||||
SEPARATION PRIOR TO PAYOUT DATE RETIREMENT OR DEATH PRIOR TO PAYOUT DATE | Not eligible for a payout unless separation is due to reasons of retirement or death and under the circumstances described below (or unless approved by the President and CEO and/or Chair of Array, as appropriate). Associate must have elected to retire on or after age 55 with a minimum of 10 years of total combined adjusted service within Array and any other TDS business units to be eligible for a retirement payout (unless otherwise approved by the President and CEO and/or Chair of Array, as appropriate). An associate will not be eligible for a retirement payout if the associate is separating for any other reason, even if the associate has satisfied the age and service requirements for retirement. In the event of death or retirement during the plan year (1/1 – 12/31), a prorated incentive for time worked during 2026 will be paid provided that the associate has been employed through at least January 31st of the plan year. An associate who is not employed through at least January 31st of the plan year will not be eligible to receive any incentive payout. Company performance for such payout will be at target (100% Plan attainment). Individual performance for such payout will be at target (100% Plan attainment). The payout will be made as soon as administratively possible following the date of the event (but no later than the Incentive Payout Date, as described below). In the event of death or retirement after the plan year, but before the payout date for the plan year, a participant will be eligible to receive an incentive for that year based upon actual Plan attainment for company performance. Individual performance will be paid out at 100% of target. The payout will be made as soon as administratively possible following the date of the event and after receiving actual Plan attainment (but no later than the Incentive Payout Date, as described below). | ||||
| TRANSFERS/PROMOTIONS WITHIN COMPANY DURING PLAN YEAR | Within this Plan: If an associate is promoted / transferred within this Plan, no prorations will be made in determining the associate’s incentive. The associate’s incentive will be based on the associate’s effective position as of 09/30/26. Between this Plan and a Quarterly or Monthly Plan: Prorated payouts from both plans will be determined following the end of that plan’s incentive period. The following factors will be considered in the determination of the payout: both plans’ attainment percentages, individual performance in each plan, eligible base earnings from each position occupied during the plan year (if applicable), target incentive assigned for each plan, and percentage of time worked in each plan during the plan year. | ||||
| TRANSFERS TO/ FROM TDS DURING THE PLAN YEAR | If an associate transfers to/from another TDS business unit, he/she/they will be eligible to receive a prorated payout under this Plan based on time worked at Array and performance while at Array. Any incentive for those who transfer to/from another TDS business during the plan year will be based on the associate’s effective position at Array as of 09/30/26 or their official system transfer date of record, which will be used if transfer to TDS occurs before 09/30 or if transfer to Array occurs after 09/30. | ||||
| INCENTIVE PAYOUT DATE | The incentive will be paid no later than March 15th of the year following the end of the plan year (12/31/2026). Notwithstanding the foregoing, in the event that payment by March 15, 2027 is administratively impracticable and such impracticability was unforeseeable (in each case, such that the payment continues to qualify as a “short-term deferral” within the meaning of section 409A of the Internal Revenue Code), payment will be made as soon as administratively practicable after March 15, 2027, but in no event later than December 31, 2027. Payment will be in the form of a lump sum. | ||||