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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): November 7, 2025
Array_logo.jpg
ARRAY DIGITAL INFRASTRUCTURE, INC.
(Exact name of registrant as specified in its charter)
Delaware   001-09712   62-1147325
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)

500 West Madison Street, Suite 810, Chicago, Illinois 60661
(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (866) 573-4544

UNITED STATES CELLULAR CORPORATION
8410 West Bryn Mawr, Chicago, Illinois 60631
(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
Common Shares, $1 par value USM 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

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 2.02.  Results of Operations and Financial Condition
On November 7, 2025, Array Digital Infrastructure, Inc. issued a news release announcing its results of operations for the period ended September 30, 2025. A copy of the news release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information in this Item 2.02 of Form 8-K is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor will any such information or exhibits be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01.  Financial Statements and Exhibits
(d)   The following exhibits are being filed herewith:
Exhibit Number   Description of Exhibits
99.1  
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: November 7, 2025 By: /s/ Vicki L. Villacrez
      Vicki L. Villacrez
      Executive Vice President, Chief Financial Officer and Treasurer
      (principal financial officer)
     
       

EX-99.1 2 arrayq320258kex991.htm EX-99.1 Document


NEWS RELEASE
array_logoxfinalxsm-2a.jpg

As previously announced, Array will hold a teleconference on November 7, 2025, at 9:00 a.m. CST. Listen to the call live via the Events & Presentations page of investors.arrayinc.com.

Array reports third quarter 2025 results

CHICAGO (November 7, 2025) — Array Digital Infrastructure, Inc. (NYSE:AD) reported total operating revenues from continuing operations of $47.1 million for the third quarter of 2025, versus $25.7 million for the same period one year ago. Net income (loss) attributable to Array shareholders and related diluted earnings (loss) per share from continuing operations were $108.8 million and $1.25, respectively, for the third quarter of 2025 compared to $(95.9) million and $(1.12), respectively, in the same period one year ago.
Recent Highlights*
•Closed on the sale of wireless operations and select spectrum assets to T-Mobile on August 1, 2025
•Paid a $23 per share special dividend on August 19, 2025
•Commenced T-Mobile MLA on August 1, 2025, helping to drive a 68% increase in Site rental revenues, excluding non-cash amortization
•Entered into additional spectrum sales expected to result in aggregate proceeds of $178 million
•Announced appointment of Anthony Carlson as President and CEO effective November 16, 2025

* Comparisons are 3Q’24 to 3Q’25 unless otherwise noted

“We are off to a great start as an independent tower company,” said Doug Chambers, Array Interim President and CEO. “The new T-Mobile MLA commenced on August 1, and the team has been doing an outstanding job on the implementation effort. This new MLA drove a 68 percent year-over-year increase in Site rental revenue, excluding non-cash amortization. We have also made great progress monetizing our spectrum as we entered into additional agreements to sell our remaining spectrum and have now closed or signed agreements to monetize 70 percent of our spectrum portfolio.”

Pending transactions
Subsequent to the August 1, 2025 close of the sale of wireless operations, Array has reached additional agreements with T-Mobile for 700 MHz spectrum licenses, AWS and a portion of the 600 MHz put/call totaling $178 million in aggregate expected proceeds, subject to closing conditions and regulatory approvals.

On October 17, 2024, Array, and certain subsidiaries of Array, entered into a License Purchase Agreement with Verizon Communications, Inc. (Verizon) to sell certain AWS, Cellular and PCS wireless spectrum licenses, subject to receipt of regulatory approvals, and agreed to grant Verizon certain rights to lease such licenses prior to the transaction close.
On November 6, 2024, Array, and certain subsidiaries of Array, entered into a License Purchase Agreement with New Cingular Wireless PCS, LLC (AT&T), a subsidiary of AT&T Inc. to sell certain 3.45 GHz and 700 MHz wireless spectrum licenses, subject to receipt of regulatory approvals, and agreed to grant AT&T certain rights to lease and sub-lease such licenses prior to the transaction close.

Leadership Transition at Array
As separately announced, Anthony Carlson will become President and CEO of Array on November 16, succeeding Interim President and CEO Doug Chambers.

“Now that we have Array established as a standalone tower company, we are ready to announce its next step in leadership, selecting Anthony Carlson to be Array’s President and CEO,” said Walter Carlson, Chairman of the Array Board of Directors.  “Anthony’s substantial and increasing responsibilities at UScellular and TDS Telecom over the past six years provide him with the right foundation to lead Array’s growing tower business and provide strategic vision to its operations.”   

See separately issued announcement on November 7, 2025 for more information on our leadership transition.
1


Conference Call Information
Array will hold a conference call on November 7, 2025 at 9:00 a.m. Central Time.
▪Access the live call on the Events & Presentations page of investors.arrayinc.com or at
https://events.q4inc.com/attendee/604881005

Before the call, certain financial and statistical information to be discussed during the call will be posted to investors.arrayinc.com. The call will be archived on the Events & Presentations page of investors.arrayinc.com.
About Array
Array Digital Infrastructure, Inc. is a leading owner and operator of shared wireless communications infrastructure in the United States. With over 4,400 cell towers in locations from coast to coast, Array enables the deployment of 5G and other wireless technologies throughout the country. As of September 30, 2025, Telephone and Data Systems, Inc. owned approximately 82% of Array.
Contacts
Julie Mathews, IRC, Director - Investor Relations of TDS
julie.mathews@tdsinc.com

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: All information set forth in this news release, except historical and factual information, represents forward-looking statements. This includes all statements about the company’s plans, beliefs, estimates, and expectations. These statements are based on current estimates, projections, and assumptions, which involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Important factors that may affect these forward-looking statements include, but are not limited to: the manner in which Array's remaining business is conducted; strategic decisions regarding the tower business; Array's reliance on a small number of tenants for a substantial portion of its revenues; extreme weather events; whether the additional spectrum license sales to T-Mobile and the previously announced spectrum license sales to Verizon and AT&T will be consummated and the impact of the ongoing government shutdown on timing of closing these transactions; whether Array can monetize the remaining spectrum assets; competition in the tower industry; and significant investments in wireless operating entities Array does not control. Investors are encouraged to consider these and other risks and uncertainties that are more fully described under “Risk Factors” in the most recent filing of Array's Form 10-K, as updated by any Array Form 10-Q filed subsequent to such Form 10-K.

 
For more information about Array, visit: investors.arrayinc.com
2


Array Digital Infrastructure, Inc.
Summary Operating Data (Unaudited)
Three Months Ended
September 30, 2025
Capital expenditures from continuing operations (thousands) $ 7,927 
Owned towers 4,449 
Number of colocations1
4,517 
Tower tenancy rate2
1.02 

1Represents instances where a third-party rents or leases space on a company-owned tower. Excludes Interim Sites whereby T-Mobile is leasing up to 1,800 sites for a period of up to 30 months subject to the terms and conditions of the MLA.
2Calculated as total number of colocations divided by total number of towers. Excludes Interim Sites whereby T-Mobile is leasing up to 1,800 sites for a period of up to 30 months subject to the terms and conditions of the MLA.
3


Array Digital Infrastructure, Inc.
Consolidated Statement of Operations Highlights
(Unaudited)
 
  Three Months Ended
September 30,
  Nine Months Ended
September 30,
  2025   2024   2025
vs. 2024
  2025   2024   2025
vs. 2024
(Dollars and shares in thousands, except per share amounts)            
Operating revenues
Site rental $ 45,838  $ 25,669  79  % $ 99,663  $ 76,591  30  %
Services 1,281  70  NM 2,969  254  NM
Total operating revenues 47,119  25,739  83  % 102,632  76,845  34  %
Operating expenses            
Cost of operations (excluding Depreciation, amortization and accretion reported below) 20,976  18,263  15  % 56,662  52,822  %
Selling, general and administrative 20,525  21,176  (3) % 69,063  78,997  (13) %
Depreciation, amortization and accretion 11,868  12,237  (3) % 35,860  35,058  %
Loss on impairment of licenses 47,679  136,234  (65) % 47,679  136,234  (65) %
(Gain) loss on asset disposals, net 707  196  N/M 620  590  %
(Gain) loss on license sales and exchanges, net (1,323) (2,200) 40  % (6,123) 4,360  N/M
Total operating expenses 100,432  185,906  (46) % 203,761  308,061  (34) %
Operating income (loss) (53,313) (160,167) 67  % (101,129) (231,216) 56  %
Other income (expense)        
Equity in earnings of unconsolidated entities 69,811  43,109  62  % 147,453  123,445  19  %
Interest and dividend income 8,909  3,552  N/M 15,267  9,076  68  %
Interest expense (8,855) (4,241) N/M (16,233) (9,201) (76) %
Short-term imputed spectrum lease income 30,413  —  N/M 30,413  —  N/M
Other, net 254  —  N/M 253  —  N/M
Total other income (expense) 100,532  42,420  N/M 177,153  123,320  44  %
Income (loss) before income taxes 47,219  (117,747) N/M 76,024  (107,896) N/M
Income tax expense (benefit) (62,701) (22,046) N/M (54,479) (15,600) N/M
Net income (loss) from continuing operations 109,920  (95,701) N/M 130,503  (92,296) N/M
Less: Net income from continuing operations attributable to noncontrolling interests, net of tax 1,084  204  N/M 2,210  5,276  (58) %
Net income (loss) from continuing operations attributable to Array shareholders 108,836  (95,905) N/M 128,293  (97,572) N/M
Net income (loss) from discontinued operations (130,492) 17,320  N/M (99,193) 55,712  N/M
Less: Net income from discontinued operations attributable to noncontrolling interests, net of tax 16,809  567  N/M 17,822  2,091  N/M
Net income (loss) from discontinued operations attributable to Array shareholders (147,301) 16,753  N/M (117,015) 53,621  N/M
Net income (loss) (20,572) (78,381) 74  % 31,310  (36,584) N/M
Less: Net income attributable to noncontrolling interests, net of tax 17,893  771  N/M 20,032  7,367  N/M
Net income (loss) attributable to Array shareholders $ (38,465) $ (79,152) 51  % $ 11,278  $ (43,951) N/M
4


Array Digital Infrastructure, Inc.
Consolidated Statement of Operations Highlights
(Unaudited)
 
  Three Months Ended
September 30,
  Nine Months Ended
September 30,
  2025   2024   2025
vs. 2024
  2025   2024   2025
vs. 2024
(Dollars and shares in thousands, except per share amounts)            
Basic weighted average shares outstanding 86,251  85,832  —  85,726  85,717  — 
Basic earnings (loss) per share from continuing operations attributable to Array shareholders $ 1.26  $ (1.12) N/M $ 1.50  $ (1.14) N/M
Basic earnings (loss) per share from discontinued operations attributable to Array shareholders $ (1.71) $ 0.20  N/M $ (1.37) $ 0.63  N/M
Basic earnings (loss) per share attributable to Array shareholders $ (0.45) $ (0.92) 51  % $ 0.13  $ (0.51) N/M
Diluted weighted average shares outstanding 86,846  85,832  % 87,842  85,717  %
Diluted earnings (loss) per share from continuing operations attributable to Array shareholders $ 1.25  $ (1.12) N/M $ 1.46  $ (1.14) N/M
Diluted earnings (loss) per share from discontinued operations attributable to Array shareholders $ (1.69) $ 0.20  N/M $ (1.33) $ 0.63  N/M
Diluted earnings (loss) per share attributable to Array shareholders $ (0.44) $ (0.92) 52  % $ 0.13  $ (0.51) N/M

N/M - Percentage change not meaningful
5


Array Digital Infrastructure, Inc.
Consolidated Statement of Cash Flows
(Unaudited)
Nine Months Ended
September 30,
2025 2024
(Dollars in thousands)    
Cash flows from operating activities
Net income (loss) $ 31,310  $ (36,584)
Net income (loss) from discontinued operations (99,193) 55,712 
Net income (loss) from continuing operations 130,503  (92,296)
Add (deduct) adjustments to reconcile net income (loss) to net cash flows from operating activities
Depreciation, amortization and accretion 35,860  35,058 
Bad debts expense 1,655  (1,748)
Stock-based compensation expense 1,560  2,079 
Deferred income taxes, net (81,087) (35,055)
Equity in earnings of unconsolidated entities (147,453) (123,445)
Distributions from unconsolidated entities 149,732  106,458 
Loss on impairment of licenses 47,679  136,234 
(Gain) loss on asset disposals, net 620  590 
(Gain) loss on license sales and exchanges, net (6,123) 4,360 
Other operating activities 338  90 
Changes in assets and liabilities from operations
Accounts receivable (5,157) 6,620 
Accounts payable 22,231  (39,865)
Customer deposits and deferred revenues (28,880) (510)
Accrued taxes (11,713) 4,592 
Accrued interest 2,372  (265)
Other assets and liabilities (89,627) (22,435)
Net cash provided by (used in) operating activities - continuing operations 22,510  (19,538)
Net cash provided by operating activities - discontinued operations 380,388  781,019 
Net cash provided by operating activities 402,898  761,481 
Cash flows from investing activities
Cash paid for additions to property, plant and equipment (18,597) (13,371)
Cash paid for licenses (4,175) (16,562)
Cash received from divestitures 5,439  — 
Other investing activities 1,301  — 
Net cash provided by (used in) investing activities - continuing operations (16,032) (29,933)
Net cash provided by (used in) investing activities - discontinued operations 2,462,399  (385,077)
Net cash provided by (used in) investing activities 2,446,367  (415,010)
Cash flows from financing activities
Issuance of long-term debt 325,000  40,000 
Repayment of long-term debt (875,250) (203,000)
Tax withholdings, net of cash receipts, for stock-based compensation awards (63,506) (11,522)
Repurchase of Common Shares (21,360) (25,628)
Dividends paid to Array shareholders (1,986,719) — 
Payment of debt issuance costs (5,668) — 
Distributions to noncontrolling interests (26,811) (4,060)
Other financing activities (7,930) (2,316)
Net cash used in financing activities - continuing operations (2,662,244) (206,526)
Net cash used in financing activities - discontinued operations (20,537) (31,579)
Net cash used in financing activities (2,682,781) (238,105)
Net increase in cash, cash equivalents and restricted cash 166,484  108,366 
Cash, cash equivalents and restricted cash
Beginning of period 159,142  179,914 
End of period $ 325,626  $ 288,280 
6


Array Digital Infrastructure, Inc.
Consolidated Balance Sheet Highlights
(Unaudited)
ASSETS
  September 30, 2025   December 31, 2024
(Dollars in thousands)    
Current assets    
Cash and cash equivalents $ 325,626  $ 143,730 
Accounts receivable, net 19,683  12,729 
Prepaid expenses 2,981  7,060 
Income taxes receivable —  123 
Current assets of discontinued operations —  1,163,032 
Other current assets 3,954  18,196 
Total current assets 352,244  1,344,870 
Non-current assets held for sale 1,585,258  12 
Non-current assets of discontinued operations —  4,499,069 
Licenses 1,648,604  3,281,508 
Investments in unconsolidated entities 452,174  453,938 
Property, plant and equipment, net 386,834  384,021 
Operating lease right-of-use assets 477,744  465,274 
Other assets and deferred charges 15,469  20,289 
Total assets $ 4,918,327  $ 10,448,981 
7


Array Digital Infrastructure, Inc.
Consolidated Balance Sheet Highlights
(Unaudited)
LIABILITIES AND EQUITY
  September 30, 2025   December 31, 2024
(Dollars in thousands, except per share amounts)    
Current liabilities    
Current portion of long-term debt $ 2,031  $ 22,000 
Accounts payable 69,157  36,454 
Customer deposits and deferred revenues 122,090  1,716 
Accrued taxes 289,836  27,077 
Accrued compensation 4,620  89,476 
Short-term operating lease liabilities 15,600  16,133 
Current liabilities of discontinued operations 20,242  671,575 
Other current liabilities 15,453  19,340 
Total current liabilities 539,029  883,771 
Non-current liabilities of discontinued operations —  2,310,660 
Deferred liabilities and credits
Deferred income tax liability, net 320,689  728,229 
Long-term operating lease liabilities 513,421  495,736 
Other deferred liabilities and credits 336,135  221,376 
Long-term debt, net 671,902  1,201,725 
Noncontrolling interests with redemption features
—  15,831 
Equity
Array shareholders’ equity
Series A Common and Common Shares, par value $1.00 per share 88,074  88,074 
Additional paid-in capital 1,795,035  1,782,219 
Treasury shares (85,618) (111,589)
Retained earnings 732,333  2,818,002 
Total Array shareholders’ equity 2,529,824  4,576,706 
Noncontrolling interests 7,327  14,947 
Total equity 2,537,151  4,591,653 
Total liabilities and equity $ 4,918,327  $ 10,448,981 
8


Array Digital Infrastructure, Inc.
EBITDA, Adjusted EBITDA, Adjusted OIBDA and AFCF Reconciliations
(Unaudited)

EBITDA, Adjusted EBITDA and Adjusted OIBDA

EBITDA, Adjusted EBITDA and Adjusted OIBDA are defined as net income adjusted for the items set forth in the reconciliations below. EBITDA, Adjusted EBITDA and Adjusted OIBDA are not measures of financial performance under Generally Accepted Accounting Principles in the United States (GAAP) and should not be considered as alternatives to Net income or Cash flows from operating activities, as indicators of cash flows or as measures of liquidity. Array does not intend to imply that any such items set forth in the reconciliations below are infrequent or unusual; such items may occur in the future. Management uses Adjusted EBITDA and Adjusted OIBDA as measurements of profitability, and therefore reconciliations to Net income are deemed appropriate. Management believes Adjusted EBITDA and Adjusted OIBDA are useful measures of Array’s operating results before significant recurring non-cash charges, nonrecurring expenses, gains and losses, and other items as presented below as they provide additional relevant and useful information to investors and other users of Array’s financial data in evaluating the effectiveness of its operations and underlying business trends in a manner that is consistent with management’s evaluation of business performance. Adjusted EBITDA shows adjusted earnings before interest, taxes, depreciation, amortization and accretion, gains and losses, and expenses related to the strategic alternatives review of Array while Adjusted OIBDA reduces this measure further to exclude Equity in earnings of unconsolidated entities and Interest and dividend income in order to more effectively show the performance of operating activities excluding investment activities. The following tables reconcile EBITDA, Adjusted EBITDA and Adjusted OIBDA to the corresponding GAAP measure, Net income (loss) and Income (loss) before income taxes.

Three Months Ended
September 30,
Nine Months Ended
September 30,
2025 2024 2025 2024
(Dollars in thousands)
Net income (loss) from continuing operations (GAAP) $ 109,920  $ (95,701) $ 130,503  $ (92,296)
Add back or deduct:
Income tax expense (benefit) (62,701) (22,046) (54,479) (15,600)
Income (loss) before income taxes (GAAP) 47,219  (117,747) 76,024  (107,896)
Add back:
Interest expense 8,855  4,241  16,233  9,201 
Depreciation, amortization and accretion expense 11,868  12,237  35,860  35,058 
EBITDA (Non-GAAP) 67,942  (101,269) 128,117  (63,637)
Add back or deduct:
Expenses related to strategic alternatives review 489  1,253  2,349  19,913 
Loss on impairment of licenses 47,679  136,234  47,679  136,234 
(Gain) loss on asset disposals, net 707  196  620  590 
(Gain) loss on license sales and exchanges, net (1,323) (2,200) (6,123) 4,360 
Short-term imputed spectrum lease income (30,413) —  (30,413) — 
Adjusted EBITDA (Non-GAAP) 85,081  34,214  142,229  97,460 
Deduct:
Equity in earnings of unconsolidated entities 69,811  43,109  147,453  123,445 
Interest and dividend income 8,909  3,552  15,267  9,076 
Other, net 254  —  253  — 
Adjusted OIBDA (Non-GAAP) $ 6,107  $ (12,447) $ (20,744) $ (35,061)
9


Adjusted Free Cash Flow (AFCF)

AFCF is a non-GAAP measure defined as Net income from continuing operations adjusted for the items set forth in the reconciliation below. AFCF is not a measure of financial performance under GAAP and should not be considered as an alternative to Net income from continuing operations or as an indicator of cash flows.

Management believes AFCF is a useful measure of Array’s cash generated from operations and investments. The following table reconciles AFCF to the corresponding GAAP measure, Net income from continuing operations. This measure will only be presented prospectively as following the sale of Array's wireless operations to T-Mobile on August 1, 2025, the primary business operations for Array changed from providing wireless communications services to a standalone tower company. In addition, Array continues to own noncontrolling interests in investments that earn significant income, and generate significant cash flows.
Three Months Ended September 30, 2025
(Dollars in thousands)  
Net income from continuing operations (GAAP) $ 109,920 
Add back or deduct:
Deferred income taxes (80,572)
Short-term imputed spectrum lease income (30,413)
Amortization of deferred debt charges 274 
Equity in earnings of unconsolidated entities (69,811)
Distributions from unconsolidated entities 61,794 
(Gain) loss on license sales and exchanges, net (1,323)
(Gain) loss on asset disposals, net 707 
Loss on impairment of licenses 47,679 
Depreciation, amortization and accretion 11,868 
Expenses related to strategic alternatives review 489 
Straight line and other non-cash revenue adjustments (3,872)
Straight line expense adjustment 1,559 
Maintenance and other capital expenditures (2,374)
Adjusted Free Cash Flow from continuing operations (Non-GAAP) $ 45,925 
10