ARRAY DIGITAL INFRASTRUCTURE, INC.
For the period ended Mar 31, 2026. Filed May 8, 2026.
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Mar 31, 2026 · Filed May 8, 2026
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Notes to Consolidated Financial Statements
Note 1 Basis of Presentation
As of March 31, 2026, Array Digital Infrastructure, Inc. (Array), a Delaware corporation, is an 81.9%-owned subsidiary of Telephone and Data Systems, Inc. (TDS). The Notes to Consolidated Financial Statements are presented for continuing operations, except for Note 2— Discontinued Operations.
The accounting policies of Array conform to accounting principles generally accepted in the United States of America (GAAP) as set forth in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). Unless otherwise specified, references to accounting provisions and GAAP in these notes refer to the requirements of the FASB ASC. The consolidated financial statements include the accounts of Array, subsidiaries in which it has a controlling financial interest, general partnerships in which Array has a majority partnership interest and certain entities in which Array has a variable interest that requires consolidation into the Array financial statements under GAAP. Intercompany accounts and transactions have been eliminated.
Certain numbers included herein are rounded to thousands or millions for ease of presentation; however, certain calculated amounts and percentages are determined using the unrounded numbers. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in Array’s Annual Report on Form 10-K (Form 10-K) for the year ended December 31, 2025.
The accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring items, unless otherwise disclosed) necessary for the fair statement of Array’s financial position as of March 31, 2026 and December 31, 2025, its results of operations, cash flows and changes in equity for the three months ended March 31, 2026 and 2025. The Consolidated Statement of Comprehensive Income was not included because comprehensive income for the three months ended March 31, 2026 and 2025, equaled net income. These results are not necessarily indicative of the results to be expected for the full year. Array has not changed its significant accounting and reporting policies from those disclosed in its Form 10-K for the year ended December 31, 2025.
Leases
Operating lease income was$51.0 million and$26.6 million for the three months ended March 31, 2026 and 2025, respectively.
Dividend
On January 13, 2026, the Array Board of Directors declared a special dividend per Common and Series A outstanding share of $10.25 for shareholders of record on January 23, 2026, which was paid on February 2, 2026 for a total amount of $885.5 million.
Note 2 Discontinued Operations
On August 1, 2025, Array sold its wireless operations and select spectrum assets to T-Mobile US, Inc. (T-Mobile) pursuant to a Securities Purchase Agreement (Securities Purchase Agreement). Array met the criteria to classify the wireless operations and select spectrum assets sold to T-Mobile as discontinued operations following the receipt of regulatory approval and subsequent closing of the transaction, all of which occurred during the three months ended September 30, 2025.
Total consideration received was $4,293.8 million after adjustments which included a combination of $2,628.8 million in cash proceeds and $1,665.0 million in debt assumed by T-Mobile through the preliminary results of an exchange offer made to Array's debtholders, which subsequently closed on August 5, 2025. The final cash proceeds are subject to adjustment according to the terms and conditions of the Securities Purchase Agreement. As of March 31, 2026, Array recorded an estimated purchase price true-up due to T-Mobile of $20.2 million, which is classified as Current liabilities of discontinued operations in the Consolidated Balance Sheet. Certain licenses included in the T-Mobile transaction did not transfer to T-Mobile at the time of close and are subject to FCC approval. At closing, a $16.7 million deferral of the purchase price was recorded related to these spectrum licenses, which is classified as Other deferred liabilities and credits in the Consolidated Balance Sheet. Array also may incur significant decommissioning costs for certain equipment and recorded a liability of $65.8 million as of March 31, 2026, which is classified as Other deferred liabilities and credits in the Consolidated Balance Sheet. During the three months ended March 31, 2026, Array recognized a loss on the transaction of $0.4 million.
On August 1, 2025, a Short-Term Spectrum Manager Lease Agreement and Short-Term Spectrum Manager Sublease Agreements became effective, which provide T-Mobile with an exclusive license to use certain Array spectrum assets and leases at no cost for up to one year from closing for the sole purpose of providing continued, uninterrupted service to customers. The portion of the purchase price allocated to the use of this spectrum was $149.3 million based on an estimate for fair market value and will be recognized to Short-term imputed spectrum lease income in the continuing operations Consolidated Statement of Operations over the one year term. As of March 31, 2026, the remaining balance of the deferred purchase price is $43.6 million and is classified as Customer deposits and deferred revenues in the Consolidated Balance Sheet. See Note 9 — Subsequent Events for additional information.
Net income (loss) from discontinued operations in the Consolidated Statement of Operations consists of the following:
| Three Months EndedMarch 31, | ||
|---|---|---|
| 2026 | 2025 | |
| (Dollars in thousands) | ||
| Operating revenues | ||
| Service | $— | $713,961 |
| Equipment sales | — | 150,090 |
| Total operating revenues | — | 864,051 |
| Operating expenses | ||
| System operations (excluding Depreciation, amortization and accretion reported below) | 509 | 159,794 |
| Cost of equipment sold | — | 177,619 |
| Selling, general and administrative | 1,518 | 303,344 |
| Depreciation, amortization and accretion | — | 150,535 |
| (Gain) loss on asset disposals, net | — | 1,719 |
| (Gain) loss on sale of business and other exit costs, net | 390 | — |
| Total operating expenses | 2,417 | 793,011 |
| Operating income (loss) | (2,417) | 71,040 |
| Other income (expense) | ||
| Interest expense | (314) | (35,985) |
| Other, net | — | (6) |
| Total other expense | (314) | (35,991) |
| Income (loss) before income taxes | (2,731) | 35,049 |
| Income tax expense (benefit) | (695) | 20,847 |
| Net income (loss) from discontinued operations | $(2,036) | $14,202 |
Note 3 Fair Value Measurements
As of March 31, 2026 and December 31, 2025, Array did not have any material financial or nonfinancial assets or liabilities that were required to be recorded at fair value in its Consolidated Balance Sheet in accordance with GAAP.
The provisions of GAAP establish a fair value hierarchy that contains three levels for inputs used in fair value measurements. Level 1 inputs include quoted market prices for identical assets or liabilities in active markets. Level 2 inputs include quoted market prices for similar assets and liabilities in active markets or quoted market prices for identical assets and liabilities in inactive markets. Level 3 inputs are unobservable. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. A financial instrument’s level within the fair value hierarchy is not representative of its expected performance or its overall risk profile and, therefore, Level 3 assets are not necessarily higher risk than Level 2 assets or Level 1 assets.
Array has applied the provisions of fair value accounting for purposes of computing the fair value of financial instruments for disclosure purposes as displayed below.
| Level within the Fair Value Hierarchy · March 31, 2026 · December 31, 2025 | |||||
|---|---|---|---|---|---|
| Book Value · Fair Value · Book Value · Fair Value | |||||
| (Dollars in thousands) | |||||
| Long-term debt | 2 | $682,186 | $603,157 | $684,202 | $606,961 |
Long-term debt excludes the current portion of Long-term debt and debt financing costs. The fair value of Long-term debt was estimated using various methods, including quoted market prices and discounted cash flow analyses.
The fair values of Cash and cash equivalents approximate their book values due to the short-term nature of these financial instruments.
Note 4 Earnings Per Share
Basic earnings (loss) per share attributable to Array shareholders is computed by dividing Net income (loss) attributable to Array shareholders by the weighted average number of Common Shares outstanding during the period. Diluted earnings (loss) per share attributable to Array shareholders is computed by dividing Net income (loss) attributable to Array shareholders by the weighted average number of Common Shares outstanding during the period adjusted to include the effects of potentially dilutive securities. Potentially dilutive securities primarily include incremental shares issuable upon the exercise of outstanding stock options and the vesting of performance and restricted stock units, as calculated using the treasury stock method.
The amounts used in computing basic and diluted earnings (loss) per share attributable to Array shareholders were as follows:
| Three Months EndedMarch 31, | ||
|---|---|---|
| 2026 | 2025 | |
| (Dollars and shares in thousands, except per share amounts) | ||
| Net income from continuing operations attributable to Array shareholders | $179,831 | $4,684 |
| Net income (loss) from discontinued operations attributable to Array shareholders | (2,036) | 13,563 |
| Net income attributable to Array shareholders | $177,795 | $18,247 |
| Weighted average number of shares used in basic earnings (loss) per share | 86,416 | 85,137 |
| Effects of dilutive securities | 72 | 3,029 |
| Weighted average number of shares used in diluted earnings (loss) per share | 86,488 | 88,166 |
| Basic earnings per share from continuing operations attributable to Array shareholders | $2.08 | $0.05 |
| Basic earnings (loss) per share from discontinued operations attributable to Array shareholders | (0.02) | 0.16 |
| Basic earnings per share attributable to Array shareholders | $2.06 | $0.21 |
| Diluted earnings per share from continuing operations attributable to Array shareholders | $2.08 | $0.05 |
| Diluted earnings (loss) per share from discontinued operations attributable to Array shareholders | (0.02) | 0.16 |
| Diluted earnings per share attributable to Array shareholders | $2.06 | $0.21 |
Certain Common Shares issuable upon the exercise of stock options or vesting of performance and restricted stock units were not included in weighted average diluted shares outstanding for the calculation of Diluted earnings (loss) per share attributable to Array shareholders because their effects were antidilutive. The number of such Common Shares excluded was less than 0.1 million and 0.1 millionfor the three months ended March 31, 2026 and 2025, respectively.
Note 5 Divestitures
In addition to the divestiture of Array's wireless operations, as disclosed in Note 2 — Discontinued Operations, other divestiture transactions are disclosed below.
On January 13, 2026, Array closed on the sale of certain 3.45 GHz and 700 MHz wireless spectrum licenses to New Cingular Wireless PCS, LLC (AT&T), a subsidiary of AT&T Inc., for$1,018.0 million and recorded a book gain of $156.6 million ($117.5 million net of tax expense) during the first quarter of 2026.
On October 17, 2024, Array entered into a License Purchase Agreement (Verizon License Purchase Agreement) with Verizon Communications Inc. (Verizon) to sell certain AWS, Cellular and PCS wireless spectrum licenses and agreed to grant Verizon certain rights to lease such licenses prior to the transaction close for total proceeds of $1,000.0 million. As of March 31, 2026, the book value of the wireless spectrum licenses to be sold was $585.6 million and is classified as held for sale in the Consolidated Balance Sheet. The transaction is expected to close in the second or third quarter of 2026, subject to regulatory approval and other customary closing conditions.
On August 29, 2025, Array entered into a License Purchase Agreement (T-Mobile License Purchase Agreement) with T-Mobile to sell certain 700 MHz wireless spectrum licenses and agreed to grant T-Mobile certain rights to lease such licenses prior to the transaction close for total proceeds of $85.0 million. As of March 31, 2026, the book value of the wireless spectrum licenses to be sold was $64.3 million, of which $53.1 million has received regulatory approval and is classified as held for sale in the Consolidated Balance Sheet. See Note 9 — Subsequent Events for additional information.
As part of the T-Mobile transaction to sell the wireless operations, Array entered into a Put/Call Agreement with T-Mobile whereby T-Mobile has the right to call certain spectrum assets and Array has the right to put certain spectrum assets to T-Mobile for an aggregate agreed upon price of $106.0 million. The call option notice period started on May 24, 2024, and the put exercise period started on August 1, 2025. Both periods end on July 31, 2026. There was no cash exchanged at the inception of the Put/Call Agreement. All license transfers pursuant to any put/call are subject to Federal Communications Commission (FCC) approval. Array accounted for this instrument as a net written call option and wrote off the entire fair value in 2025. In September 2025, T-Mobile exercised $86.4 million of the call option. As of March 31, 2026, the book value of the spectrum licenses subject to the call notice was$86.4 million and is classified as held for sale in the Consolidated Balance Sheet. The transaction is expected to close in May 2026, subject to customary closing conditions.
Note 6 Investments in Unconsolidated Entities
Investments in unconsolidated entities consist of amounts invested in entities in which Array holds a noncontrolling interest. Array’s Investments in unconsolidated entities are accounted for using the equity method, measurement alternative method or net asset value practical expedient method as shown in the table below. The carrying value of measurement alternative method investments represents cost minus any impairments plus or minus any observable price changes.
| March 31, 2026 | December 31, 2025 | |
|---|---|---|
| (Dollars in thousands) | ||
| Equity method investments | $422,121 | $399,794 |
| Measurement alternative method investments | 5,779 | 5,362 |
| Investments recorded using the net asset value practical expedient | 7,161 | 7,452 |
| Total investments in unconsolidated entities | $435,061 | $412,608 |
The following table, which is based on unaudited information provided in part by third parties, summarizes the combined results of operations of Array’s equity method investments.
| Three Months EndedMarch 31, | ||
|---|---|---|
| 2026 | 2025 | |
| (Dollars in thousands) | ||
| Revenues | $1,865,387 | $1,908,624 |
| Operating expenses | 1,516,516 | 1,517,768 |
| Operating income | 348,871 | 390,856 |
| Other income (expense), net | (9,877) | (11,692) |
| Net income | $338,994 | $379,164 |
Note 7 Variable Interest Entities
Consolidated VIEs
Array consolidates VIEs in which it has a controlling financial interest as defined by GAAP and is therefore deemed the primary beneficiary. Array reviews the criteria for a controlling financial interest at the time it enters into agreements and subsequently when events warranting reconsideration occur. These VIEs have risks similar to those described in the “Risk Factors” in Array's Form 10-K for the year ended December 31, 2025 .
Array consolidates VIEs that are limited partnerships that lease tower space to tenants. A limited partnership is a variable interest entity unless the limited partners hold substantive participating rights or kick-out rights over the general partner. For certain limited partnerships, Array is the general partner and manages the operations. In these partnerships, the limited partners do not have substantive kick-out or participating rights and, further, such limited partners do not have the authority to remove the general partner. Therefore, these limited partnerships also are recognized as VIEs and are consolidated into the Array financial statements under the variable interest model.
The following table presents the classification and balances of the consolidated VIEs’ assets and liabilities in Array’s Consolidated Balance Sheet.
| March 31, 2026 | December 31, 2025 | |
|---|---|---|
| (Dollars in thousands) | ||
| Assets | ||
| Accounts receivable | $1,835 | $1,445 |
| Other current assets | 270 | 338 |
| Non-current assets held for sale | — | 1,853 |
| Property, plant and equipment, net | 16,733 | 16,997 |
| Operating lease right-of-use assets | 22,904 | 23,219 |
| Other assets and deferred charges | 1,111 | 1,145 |
| Total assets | $42,853 | $44,997 |
| Liabilities | ||
| Current liabilities | $2,389 | $2,928 |
| Long-term operating lease liabilities | 24,878 | 25,157 |
| Other deferred liabilities and credits | 13,650 | 13,535 |
| Total liabilities | $40,917 | $41,620 |
Other Related Matters
Array made contributions, loans or advances to its VIEs totaling $3.0 million and $4.5 million during the three months ended March 31, 2026 and 2025, respectively.
Note 8 Business Segment Information
Array is a single reportable segment. Array generates its revenues primarily by leasing tower space on Array-owned towers to customers. Array's chief operating decision maker is the TDS President and Chief Executive Officer.
Although the chief operating decision maker regularly uses Adjusted earnings before interest, taxes, depreciation and accretion (Adjusted EBITDA) for purposes of assessing performance and making capital allocation decisions, Array has concluded that Net income attributable to Array shareholders, as reported on the Consolidated Statement of Operations, is also used and is the measure of profit or loss required to be disclosed under the provisions of ASC 280 for a single operating segment. The measure of segment assets is reported in the Consolidated Balance Sheet as "Total assets".
Note 9 Subsequent Events
Effective April 1, 2026, the Short-Term Spectrum Manager Lease Agreement with T-Mobile was terminated for certain spectrum assets. The termination of these leases will result in future imputed spectrum lease income of $11.7 million being recognized to (Gain) loss on sale of business and other exit costs, net within discontinued operations during the second quarter of 2026.
On May 5, 2026, Array closed on the sale of certain 700 MHz wireless spectrum licenses under the T-Mobile License Purchase Agreement for total proceeds of $74.8 million and expects to record a book gain on the transaction of approximately $3.0 million ($2.3 million net of tax expense) during the second quarter of 2026. This closing includes the first group of wireless spectrum licenses included in the T-Mobile License Purchase Agreement. The additional wireless spectrum licenses remain subject to regulatory approval and other customary closing conditions. At the first closing, $18.6 million of the purchase price was deferred based on the fair market value of all wireless spectrum licenses included in the T-Mobile License Purchase Agreement.
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