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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 6, 2025

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)

(I.R.S. 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) 753-4544

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

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 6, 2025, Anthony Carlson was appointed President and Chief Executive Officer of Array Digital Infrastructure, Inc. (“Array”) effective November 16, 2025 (the “Effective Date”). On November 6, 2025, Mr. Carlson was also elected to the Array Board of Directors (the “Board”) effective on the Effective Date.

Mr. Carlson succeeds Douglas W. Chambers who will continue to serve as interim President and CEO, and as a director, of Array until November 16, 2025. Following the conclusion of his services as President and CEO, Mr. Chambers will serve as Senior Advisor at Array until December 9, 2025.

Mr. Carlson has served as Vice President of Organizational Transformation of TDS Telecommunications LLC since September 2024. Prior to that, Mr. Carlson was employed by Array from 2020 and served in various analytical, financial analysis, sales, and marketing roles, including Interim Area Vice President, Northwest Region in 2021 and Senior Director of Growth Marketing Strategy and Execution from 2021 until September 2024. Previously, Mr. Carlson worked at McKinsey & Company and Samsung Electronics. Mr. Carlson is a Trustee of the TDS Voting Trust. Mr. Carlson is the son of LeRoy T. Carlson, Jr., a director of Array and Vice Chair and director of Telephone and Data Systems, Inc. (“TDS”), and nephew of Walter C.D. Carlson, the Chair and a director of Array and Chair of the Board, President and CEO of TDS. Mr. Carlson is 39 years old.

In connection with Mr. Carlson’s election as President and Chief Executive Officer, Mr. Carlson and Array entered into an offer letter (the “Offer Letter”) dated November 6, 2025, which is attached hereto as Exhibit 10.1. The following description of Mr. Carlson’s compensation is qualified by reference to the complete terms of the Offer Letter. Mr. Carlson will receive an annual base salary of $400,000 and will be eligible for an annual bonus. Mr. Carlson’s target bonus opportunity for 2025, to be paid in 2026, will be 60% of his base salary and will be pro-rated based upon his period of service as President and Chief Executive Officer of Array during 2025. He will be eligible to participate in Array’s long-term incentive plan (LTIP) and his 2026 target multiple will be set at 140% of his base salary. The 2026 LTIP award is anticipated to occur in March. The metrics and other award terms are determined on an annual basis. Therefore, this target may change year-over-year, or in future years.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits


Exhibit Number						Description of Exhibits

10.1						Letter Agreement between Array Digital Infrastructure, Inc. and Anthony Carlson dated November 6, 2025.

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

EX-10.1 2 array8-k2025ceoexhibit101.htm EX-10.1 Document

Exhibit 10.1

October 29, 2025

To: Anthony Carlson

From: Walter Carlson, Chair of the Board of Array Digital Infrastructure, Inc.

Subject: Offer to Serve as President and Chief Executive Officer of Array Digital Infrastructure, Inc.

Anthony, on behalf of the organization I am pleased to present our offer for you to serve as the President and Chief Executive Officer of Array Digital Infrastructure, Inc. (the “Company” or “Array”). This offer is subject to approval by the Board of Directors of Array (the “Board”) and will be effective November 16, 2025 (the “Transition Date”). As Array’s President and Chief Executive Officer, you will report to me in my capacity as Board Chair, as well as to the Board. It is anticipated that you will be appointed to the Board on the Transition Date.

The following summarizes pertinent compensation and benefits information effective as of the Transition Date:

Base Salary: You will receive an annual base salary of $400,000. Merit increases for executives are currently determined at the beginning of February each calendar year, with an effective date that is applied retroactively to January 1st of that year.

Annual Bonus: You will be eligible for an annual bonus. Your target bonus opportunity for the 2025 bonus (paid in 2026) in your role as President and Chief Executive Officer of Array will be 60% of your base salary and will be pro-rated based upon your period of service as President and Chief Executive Officer of Array during 2025.

Long-Term Incentive Program (LTIP): You will be eligible to participate in our LTIP. As an executive, your 2026 target multiple will be set at 140% of your base salary. The 2026 LTIP award is anticipated to occur in March. The metrics and other award terms are determined on an annual basis. Therefore, this target may change year-over-year, or in future years.

Benefits: You will be eligible to participate in the same medical, life insurance, and 401(k) benefits as the organization extends to its other executives.

Vacation Time: You will receive five (5) weeks of personal/vacation time per year, to be taken, of course, at times that will not jeopardize the performance of your duties.

This offer is contingent on you signing the attached Array Digital Infrastructure, Inc. Confidentiality/Non-Solicitation/Non-Competition Agreement.

Your employment remains at−will, meaning either you or the Company can end your employment at any time, with or without notice or cause. Neither this letter nor any other oral or written statements or representations regarding your employment may alter your at-will status or may be considered an employment contract. The Company reserves the right to change or terminate the compensation and benefits arrangements described herein, and any other compensation and benefits arrangements, at any time for any reason.

Anthony, as you know, our dynamic organization is an exciting and fulfilling place to work. We take pride in providing a rewarding career for our associates. We are very excited about you taking on your new position and anticipate a mutually rewarding working relationship.

Congratulations on your new role and I look forward to working closely together.

By my signature below, I acknowledge and certify that I have read, fully understand and accept all terms of the foregoing offer to serve as President and Chief Executive Officer of Array Digital Infrastructure, Inc.

Agreed and accepted:

/s/ Anthony Carlson

Anthony Carlson

Date:

November 6, 2025

Attachment: ADI Management Services, LLC Confidentiality/Non-Solicitation/Non-Competition Agreement