ARRAY DIGITAL INFRASTRUCTURE, INC.
For the period ended May 19, 2026. Filed Apr 7, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 19, 2026 · Filed Apr 7, 2026
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| UNITED STATES | |
|---|---|
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 14A | |
| Proxy Statement Pursuant to Section 14(a) of | |
| the Securities Exchange Act of 1934 (Amendment No. ) | |
| Filed by the Registrant ☒ | |
| Filed by a Party other than the Registrant ☐ | |
| Check the appropriate box: | |
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
| ARRAY DIGITAL INFRASTRUCTURE, INC. | |
| (Name of Registrant as Specified In Its Charter) | |
| (Name of Person(s) Filing Proxy Statement, If other than the Registrant) | |
| Payment of Filing Fee (Check all boxes that apply): | |
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Array Digital Infrastructure, Inc.
500 W. Madison Street, Suite 810Chicago, Illinois 60661Phone: (866) 573-4544
April 7, 2026
Dear Fellow Shareholders:
You are cordially invited to attend the 2026 annual meeting of shareholders ("2026 Annual Meeting") of Array Digital Infrastructure, Inc. ("Array" or the "Company") on Tuesday, May 19, 2026, at 8:30 a.m., Central Time at Sidley Austin LLP, One South Dearborn Street, Chicago, Illinois.
The Notice of the 2026 Annual Meeting of Shareholders and 2026 Proxy Statement ("2026 Proxy Statement") of our Board of Directors is attached. Also enclosed is our 2025 Annual Report ("2025 Annual Report"). At the 2026 Annual Meeting, shareholders are being asked to take the following actions:
elect the director nominees named in the attached 2026 Proxy Statement;
ratify the selection of independent registered public accounting firm for the current fiscal year ending December 31, 2026;
approve an amendment to the Company's Restated Certificate of Incorporation to allow for exculpation of officers (the "Charter Amendment"); and
approve, on an advisory basis, the compensation of our named executive officers as disclosed in the attached 2026 Proxy Statement (commonly known as "Say-on-Pay").
Your Board of Directors unanimously recommends a vote "FOR" its nominees for election as directors, "FOR" the proposal to ratify accountants, "FOR” approval of the Charter Amendment, and "FOR" approval of the Say-on-Pay proposal.
We would like to have as many shareholders as possible represented at the 2026 Annual Meeting. Therefore, whether or not you plan to attend the meeting, please sign, date and return the enclosed proxy card(s), or vote on the Internet in accordance with the instructions set forth on the proxy card(s).
Very truly yours,
| Walter C. D. Carlson | Anthony J. M. Carlson |
|---|---|
| Chair | President and CEO |
2025 Highlights
2025 was a transformative year of change that has positioned the Company for long-term success. We started the year as United States Cellular Corporation (“UScellular”), principally a wireless carrier, and ended the year as Array Digital Infrastructure Inc. (“Array”), a newly branded tower company.
Strategic review of alternatives at UScellular Update
In May 2024, UScellular announced that it had entered into an agreement to sell its wireless operations and select spectrum assets to T-Mobile US, Inc. The transaction closed on August 1, 2025, and final sales proceeds were $4.3 billion after adjustments. Following the sale, UScellular changed its name to Array and declared a special cash dividend payment of $23.00 per share.
As a result of the review of strategic alternatives at UScellular, we closed on the biggest transaction in the Company’s history and proudly launched Array.
A Differentiated Tower Company
Array is the fifth largest U.S. tower company and it has three significant value drivers including over 4,400 towers, wireless spectrum and noncontrolling investment interests. Array is designed to operate as a nimble company ending the year with 60 associates while drawing upon Telephone and Data Systems, Inc.'s resources for support in areas such as finance, accounting, human resources and IT.
Array principally leases tower space and seeks to increase tower revenues through growing colocations. Array has a competitive advantage over other tower companies, in that a significant number of towers are in rural locations without any other competitors in close proximity.
CEO Leadership transition
As a newly established tower company, the Board of Directors determined it was an appropriate time to bring in a new, dynamic leader. In November 2025 Anthony Carlson was selected to lead Array. Anthony Carlson is a proven business leader and is deeply passionate about the business.
Valuable Assets
Since Array no longer operates as a wireless carrier, it has been opportunistically pursuing options to monetize its remaining wireless spectrum and has made substantial progress reaching agreements to monetize roughly 70 percent of its total spectrum holdings. Array has entered into agreements with T-Mobile, Verizon, AT&T and others. Array closed on its first transaction with T-Mobile in August 2025 and most recently closed on the AT&T transaction on January 13, 2026, for $1.018 billion. Array expects that the remaining pending spectrum transactions will close in 2026. Array continues to hold valuable spectrum and will continue to evaluate opportunities to monetize the remaining 30 percent.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.