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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
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☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2025
OR
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☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from to |
Commission file number 001-09712
ARRAY DIGITAL INFRASTRUCTURE, INC.
(Exact name of Registrant as specified in its charter)
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Delaware | | 62-1147325 |
| (State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification No.) |
500 West Madison Street, Suite 810, Chicago, Illinois 60661
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (866) 573-4544
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common Shares, $1 par value | | AD | | New York Stock Exchange |
| 6.25% Senior Notes due 2069 | | UZD | | New York Stock Exchange |
| 5.50% Senior Notes due 2070 | | UZE | | New York Stock Exchange |
| 5.50% Senior Notes due 2070 | | UZF | | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
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| Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. | Yes | ☒ | No | ☐ |
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| Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. | Yes | ☐ | No | ☒ |
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| Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | Yes | ☒ | No | ☐ |
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| Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). | Yes | ☒ | No | ☐ |
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| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. |
| Large accelerated filer | ☒ | | | | | | | | | | | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | | | Smaller reporting company | ☐ |
| | | | | | | | | | | | | | | | Emerging growth company | ☐ |
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| 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. | | ☐ |
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| Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. | ☒ |
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| If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. | ☐ |
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| Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). | ☐ |
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| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | Yes | ☐ | No | ☒ |
As of June 30, 2025, the aggregate market value of the registrant's Common Shares held by non-affiliates was approximately $923 million, based upon the closing price of the Common Shares on June 30, 2025, of $63.97, as reported by the New York Stock Exchange. For purposes hereof, Array Digital Infrastructure, Inc. (Array) has assumed that each director and executive officer is an affiliate, and no party who has filed a Schedule 13G is an affiliate.
The number of shares outstanding of each of the registrant's classes of common stock, as of February 28, 2026, is 53.4 million Common Shares, $1 par value, and 33.0 million Series A Common Shares, $1 par value.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
Array Digital Infrastructure, Inc. (Array) filed its Annual Report on Form 10-K for the year ended December 31, 2025 on February 20, 2026 (Original Form 10-K). Array owns a 5.5% limited partnership interest in the Los Angeles SMSA Limited Partnership (LA Partnership), and accounts for such interest by the equity method. The LA Partnership was deemed a significant equity investee under Rule 3-09 of Regulation S-X for the year ended December 31, 2025. Accordingly, this Amendment No. 1 is being filed for the sole purpose of filing the separate audited financial statements of the LA Partnership as Exhibit 99.1 in Part IV, Item 15. In addition, Array is filing the consent of the independent auditors of the LA Partnership as Exhibit 23.2 and new certifications by Array's Principal Executive Officer and Principal Financial Officer as Exhibits 31.3, 31.4, 32.3 and 32.4, respectively, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended.
Other than the items outlined above, Array has not modified or updated disclosures presented in the Original Form 10-K in this Form 10-K/A. Accordingly, this Form 10-K/A does not modify or update the disclosures in the Original Form 10-K to reflect subsequent events, results or developments or facts that have become known after the date of the Original Form 10-K. Therefore, this Form 10-K/A should be read in conjunction with any documents incorporated by reference in the Original Form 10-K and our filings made with the SEC subsequent to the Original Form 10-K.
TABLE OF CONTENTS
PART IV
Item 15. Exhibits and Financial Statement Schedules
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| (a) | The following exhibits are filed as part of this report: |
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| | (1) | Financial Statements. |
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| | 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. |
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| (2) | Financial Statement Schedules. | |
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| | 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. |
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| | 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. |
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| | (3) | Exhibits. | |
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| | | 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. |
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| Exhibit Number | Description of Documents |
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| 2.1(a)*** | |
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| 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. |
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| 3.1(a) | |
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| 3.1(b) | |
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| 3.1(c) | |
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| 3.2 | |
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| 4.1(a) | |
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| 4.1(b) | |
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| 4.1(c) | |
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| 4.2 | |
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| 4.3(a) | |
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| 4.3(b) | |
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| 4.3(c) | |
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| 4.3(d) | |
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| 4.3(e) | |
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| 4.3(f) | |
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| 4.3(g) | |
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| 4.3(h) | |
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| 4.3(i) | |
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| 4.3(j) | |
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| 4.4 | |
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| 4.5(a) | |
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| 4.5(b) | |
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| 4.6(a) | |
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| 4.6(b) | |
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| 4.6(c) | |
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| 4.6(d) | |
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| 4.6(e) | |
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| 4.6(f) | |
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| 4.7 | |
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| 9.1 | |
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| 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). |
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| 10.2 | |
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| 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). |
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| 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). |
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| 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). |
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| 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). |
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| 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)* | |
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| 10.8(b)* | |
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| 10.8(c)* | |
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| 10.8(d)* | |
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| 10.8(e)* | |
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| 10.9* | |
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| 10.10(a)* | |
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| 10.10(b)* | |
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| 10.10(c)* | |
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| 10.10(d)* | |
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| 10.10(e)* | |
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| 10.11(a)* | |
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| 10.11(b)* | |
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| 10.12(a)* | |
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| 10.12(b)* | |
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| 10.12(c)* | |
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| 10.12(d)* | |
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| 10.12(e)* | |
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| 10.12(f)* | |
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| 10.12(g)* | |
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| 10.12(h)* | |
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| 10.13* | |
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| 10.14(a)* | |
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| 10.14(b)* | |
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| 10.15(a)* | |
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| 10.15(b)* | |
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| 10.16* | |
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| 10.17* | |
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| 10.18* | |
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| 10.19* | |
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| 10.20* | |
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| 10.21* | |
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| 10.22* | |
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| 10.23* | |
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| 10.24* | |
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| 10.25* | |
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| 10.26* | |
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| 10.27* | |
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| 10.28* | |
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| 10.29 | |
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| 10.30 | |
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| 10.31*** | |
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| 19 | |
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| 21 | |
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| 23.1 | |
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| 23.2 | |
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| 31.1 | |
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| 31.2 | |
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| 31.3 | |
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| 31.4 | |
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| 32.1 | |
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| 32.2 | |
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| 32.3 | |
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| 32.4 | |
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| 97 | |
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| 99.1 | |
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| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
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| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
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| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
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| 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the inline document. |
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| * | Indicates a management contract or compensatory plan or arrangement. |
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| ** | Indicates a paper filing prior to the adoption of EDGAR. |
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| *** | Portions of this Exhibit have been omitted pursuant to Item 601(b) of Regulation S-K promulgated under the Exchange Act. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | ARRAY DIGITAL INFRASTRUCTURE, INC. |
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| | By: | /s/ Anthony J. M. Carlson |
| | | Anthony J. M. Carlson |
| | President and Chief Executive Officer |
| | (principal executive officer) |
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| Date: | March 30, 2026 |
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| | By: | /s/ Vicki L. Villacrez |
| | | Vicki L. Villacrez |
| | Executive Vice President, Chief Financial Officer and Treasurer |
| | (principal financial officer) |
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| Date: | March 30, 2026 |
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