Array Digital Infrastructure - 10-Q quarterly report FY2026 Q3

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2026


☐			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)


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:

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 (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

☒

☐

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

☒

☐

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

☐

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.

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

☐

☒

The number of shares outstanding of each of the issuer's classes of common stock, as of September 30, 2026, is 53.5 million Common Shares, $1 par value, and 33.0 million Series A Common Shares, $1 par value.


Array Digital Infrastructure, Inc.

Quarterly Report on Form 10-Q
For the Period Ended September 30, 2026

Index			Page No.

Management's Discussion and Analysis of Financial Condition and Results of Operations			1
Executive Overview			1
Terms Used by Array			3


Array Operations			4
Financial Overview			5

Liquidity and Capital Resources			8
Consolidated Cash Flow Analysis			10
Consolidated Balance Sheet Analysis			11
Supplemental Information Relating to Non-GAAP Financial Measures			12
Application of Critical Accounting Policies and Estimates			14


Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement			15

Risk Factors			17

Quantitative and Qualitative Disclosures About Market Risk			18

Financial Statements (Unaudited)			19
Consolidated Statement of Operations			19
Consolidated Statement of Cash Flows			21
Consolidated Balance Sheet			22
Consolidated Statement of Changes in Equity			24
Notes to Consolidated Financial Statements			28

Controls and Procedures			35

Legal Proceedings			36

Unregistered Sales of Equity Securities and Use of Proceeds			37

Other Information			38

Exhibits			39

Form 10-Q Cross Reference Index			40

Signatures			41

Table of Contents


			Array Digital Infrastructure, Inc. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Overview

The following discussion and analysis compares Array Digital Infrastructure, Inc.'s (Array) financial results for the three and nine months ended September 30, 2026, to the three and nine months ended September 30, 2025. It should be read in conjunction with Array’s interim consolidated financial statements and notes included herein, and with the description of Array’s business, its audited consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) included in Array’s Annual Report on Form 10-K (Form 10-K) for the year ended December 31, 2025. 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.

This report contains statements that are not based on historical facts, which may be identified by words such as “believes,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “projects,” “will” and similar expressions. These statements constitute and represent “forward looking statements” as this term is defined in the Private Securities Litigation Reform Act of 1995. Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be significantly different from any future results, events or developments expressed or implied by such forward looking statements. See the disclosure under the heading Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement elsewhere in this report for additional information.

The accounting policies of Array conform to accounting principles generally accepted in the United States of America (GAAP). However, Array uses certain “non-GAAP financial measures” in the MD&A. A discussion of the reasons Array determines these metrics to be useful and reconciliations of these measures to their most directly comparable measures determined in accordance with GAAP are included in the disclosure under the heading Supplemental Information Relating to Non-GAAP Financial Measures within the MD&A of this report.

Overview

Array connects America through digital infrastructure by leasing tower space to tenants and providing ancillary services. Array also holds noncontrolling interests in primarily wireless operating companies and holds certain wireless spectrum licenses. As of September 30, 2026, Array is an 81.9%-owned subsidiary of Telephone and Data Systems, Inc. (TDS).

Towers

Array seeks to grow tower revenue primarily through increasing colocations on existing towers and amendments to existing colocations. Array seeks to provide unique tower locations, attractive terms and streamlined implementation to wireless network operators, internet service providers, government and public safety agencies, broadcast and media companies, and other businesses. As of September 30, 2026, Array owns 4,455 towers in 19 states.

Noncontrolling interest investments

Array holds noncontrolling interests in primarily wireless operating companies that generate material amounts of income and cash distributions. These entities primarily consist of wireless entities managed by Verizon and AT&T. The noncontrolling entities that are managed by Array consist primarily of tower operations.

Retained spectrum

Array holds wireless spectrum that is subject to sale agreements described below, and additional wireless spectrum not subject to pending sale agreements that Array seeks to opportunistically monetize. As of September 30, 2026, the book value of the remaining spectrum not subject to pending sale agreements was $1,584.7 million and includes primarily C-Band spectrum. Array incurred costs related to the management of the retained spectrum as a standalone tower company of $3.1 million and $7.1 million during the three and nine months ended September 30, 2026, respectively and $2.4 million during the three months ended September 30, 2025.

Table of Contents

Strategic Alternatives Review

On August 1, 2025, Array sold its wireless operations and select spectrum assets to T-Mobile US, Inc. (T-Mobile) under a Securities Purchase Agreement (Securities Purchase Agreement). 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 an exchange offer made to Array's debtholders. The final cash proceeds are subject to adjustment according to the terms and conditions of the Securities Purchase Agreement. As of September 30, 2026, Array recorded an estimated purchase price true-up payable to T-Mobile of $24.3 million. The wireless operations and select spectrum assets sold to T-Mobile are presented as discontinued operations throughout this report. See Note 2 — Discontinued Operations in the Notes to Consolidated Financial Statements for additional information.

In addition to the sale of Array's wireless operations and select spectrum assets to T-Mobile pursuant to the Securities Purchase Agreement, Array also separately entered into agreements to sell spectrum assets, including the following.

Spectrum Licenses

Buyer

Purchase Price

Signing Date

Close Date

(Dollars in thousands)

AWS, Cellular and PCS

Verizon

1,000,000

October 17, 2024

June 1, 2026

3.45 GHz and 700 MHz

AT&T

1,018,044

November 6, 2024

January 13, 2026

700 MHz

T-Mobile

74,800

August 29, 2025

May 5, 2026

700 MHz1

T-Mobile

10,200

August 29, 2025

Estimated 2026

600 MHz

T-Mobile

86,387

October 7, 2025

May 12, 2026

600 MHz1

T-Mobile

19,613

June 5, 2026

Estimated 2026

1 This license transaction received regulatory approval on October 7, 2026, yet remains subject to FCC finality and other customary closing conditions.

See Note 6 — Divestitures in the Notes to Consolidated Financial Statements for additional information related to the spectrum license transactions.

The strategic alternatives review process is ongoing as Array works toward closing the remaining T-Mobile spectrum transactions signed during 2025 and 2026. Array also continues to seek to opportunistically monetize its remaining spectrum assets that are not subject to executed agreements.

Recent Development

On May 7, 2026, TDS delivered to the Array Board of Directors a letter setting forth a non-binding proposal to acquire all of the outstanding Array Common Shares that are not owned by TDS (the “Array Proposal”). On September 1, 2026, TDS announced that it is no longer pursuing the Array Proposal. For additional information, see TDS' Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on September 2, 2026.

These initiatives are referred to as the strategic alternatives review throughout this report. Array incurred third-party expenses related to the strategic alternatives review of $5.9 million and $13.5 million for the three and nine months ended September 30, 2026, respectively, and $0.5 million and $2.3 million for the three and nine months ended September 30, 2025, respectively, which are included in Selling, general and administrative expenses for continuing operations and excluded from Adjusted OIBDA and Adjusted EBITDA non-GAAP financial measures.

Table of Contents

Terms Used by Array

The following is a list of definitions of certain industry terms that are used throughout this document:

▪Adjusted EBITDA – non-GAAP metric referring to earnings before interest, taxes, depreciation, amortization and accretion, gains and losses and other specified items. See Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for additional information.

▪Adjusted OIBDA – non-GAAP measure referring to operating income before depreciation, amortization and accretion, gains and losses and other specified items. See Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for additional information.

▪Colocations – represents instances where a third-party leases space on a company-owned tower.

▪Tower Tenancy Rate – calculated as total number of colocations divided by total number of towers.

Table of Contents

Array Operations

OPERATIONS


As of September 30,	2026	2025
Owned towers	4,455	4,449
Number of colocations1	4,372	4,517
Tower tenancy rate1	0.98	1.02

1Includes T-Mobile MLA committed site minimum of 2,015. 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. As of March 31, 2026, the Number of colocations and the Tower tenancy rate exclude DISH Wireless. Normalized to exclude DISH Wireless, the prior period Tower tenancy rate would have been 0.94. See Financial Overview within this MD&A for additional information.

Table of Contents

Financial Overview — Array

The following discussion and analysis compares financial results for the three and nine months ended September 30, 2026, to the three and nine months ended September 30, 2025.


	Three Months Ended September 30,						Nine Months Ended September 30,
	2026		2025		2026 vs. 2025		2026		2025		2026 vs. 2025
(Dollars in thousands)
Operating revenues
Site rental	$	52,475	$	45,838	14	%	$	156,674	$	99,663	57	%
Services	1,395		1,281		9	%	3,278		2,969		10	%
Total operating revenues	53,870		47,119		14	%	159,952		102,632		56	%

Operating expenses
Cost of operations (excluding Depreciation, amortization and accretion reported below)	23,349		20,976		11	%	68,455		56,662		21	%

Selling, general and administrative	18,200		20,525		(11)	%	53,851		69,063		(22)	%
Depreciation, amortization and accretion	13,405		11,868		13	%	40,437		35,860		13	%
Loss on impairment of licenses	—		47,679		N/M		—		47,679		N/M
(Gain) loss on asset disposals, net	1,233		707		74	%	5,946		620		N/M

(Gain) loss on license sales and exchanges, net	9		(1,323)		N/M		(566,459)		(6,123)		N/M
Total operating expenses	56,196		100,432		(44)	%	(397,770)		203,761		N/M

Operating income (loss)	(2,326)		(53,313)		96	%	557,722		(101,129)		N/M

Other income (expense)
Equity in earnings of unconsolidated entities	41,009		69,811		(41)	%	116,144		147,453		(21)	%
Interest and dividend income	4,442		8,909		(50)	%	15,095		15,267		(1)	%

Interest expense	(10,972)		(8,855)		(24)	%	(29,013)		(16,233)		(79)	%
Short-term imputed spectrum lease income	7,669		30,413		(75)	%	65,639		30,413		N/M
Other, net	35		254		(86)	%	9		253		(97)	%
Total other income	42,183		100,532		(58)	%	167,874		177,153		(5)	%

Income before income taxes	39,857		47,219		(16)	%	725,596		76,024		N/M
Income tax expense (benefit)	(30,121)		(62,701)		52	%	138,147		(54,479)		N/M
Net income from continuing operations	69,978		109,920		(36)	%	587,449		130,503		N/M
Less: Net income from continuing operations attributable to noncontrolling interests, net of tax	395		1,084		(64)	%	4,264		2,210		93	%
Net income from continuing operations attributable to Array shareholders	69,583		108,836		(36)	%	583,185		128,293		N/M

Net income (loss) from discontinued operations	(788)		(130,492)		99	%	22,290		(99,193)		N/M
Less: Net income from discontinued operations attributable to noncontrolling interests, net of tax	—		16,809		N/M		189		17,822		(99)	%
Net income (loss) from discontinued operations attributable to Array shareholders	(788)		(147,301)		99	%	22,101		(117,015)		N/M

Net income (loss)	69,190		(20,572)		N/M		609,739		31,310		N/M
Less: Net income attributable to noncontrolling interests, net of tax	395		17,893		(98)	%	4,453		20,032		(78)	%
Net income (loss) attributable to Array shareholders	$	68,795	$	(38,465)	N/M		$	605,286	$	11,278	N/M

Table of Contents


	Three Months Ended September 30,						Nine Months Ended September 30,
	2026		2025		2026 vs. 2025		2026		2025		2026 vs. 2025
(Dollars in thousands)
Adjusted OIBDA from continuing operations (Non-GAAP)1	$	18,255	$	6,107	N/M		$	51,158	$	(20,744)	N/M
Adjusted EBITDA from continuing operations (Non-GAAP)1	$	63,741	$	85,081	(25)	%	$	182,406	$	142,229	28	%
Capital expenditures from continuing operations2	$	3,915	$	7,927	(51)	%	$	16,456	$	16,978	(3)	%

N/M - Percentage change not meaningful

1Refer to Supplemental Information Relating to Non-GAAP Financial Measures within this MD&A for a reconciliation of this measure.

2Refer to Liquidity and Capital Resources within this MD&A for additional information on Capital expenditures.

Key components of changes in the statement of operations items were as follows:

Site rental revenues

Site rental revenues increased for the three and nine months ended September 30, 2026, primarily as a result of the execution of the T-Mobile MLA, pursuant to which T-Mobile leases space on an additional minimum 2,015 Array-owned towers, which were not under existing leases for T-Mobile, for a minimum of 15 years and leases space on approximately 1,800 Array-owned towers on an interim basis. The duration of the interim lease is 30 months, and T-Mobile may cancel such interim leases at their option on a tower-by-tower basis at any time. Array expects interim lease revenue, which was $4.9 million and $19.8 million for the three and nine months ended September 30, 2026, respectively, to continue to decline in future periods as T-Mobile terminates these interim leases over the course of the 30-month integration period, which ends January 2028. Further, the MLA extended the license term for approximately 600 existing T-Mobile colocations on Array towers for a new 15-year term that commenced on August 1, 2025.

This was partially offset by a $1.8 million and $7.8 million decrease in site rental revenues from DISH Wireless for the three and nine months ended September 30, 2026, including a $2.9 million write-off of contractual assets and liabilities that was recorded in the first quarter of 2026. In September 2025, Array received a letter from DISH Wireless claiming that its obligations under its Master Lease Agreement with Array were excused due to actions taken by the FCC and subsequent agreements to sell spectrum assets. DISH Wireless subsequently failed to make certain payments due to Array under its contractual commitment. Beginning in the first quarter of 2026, Array is no longer recognizing revenue in connection with DISH. Site rental revenues from DISH Wireless were $6.5 million in 2025. In June 2026, DISH Wireless and other DISH entities filed for bankruptcy and Array is monitoring those proceedings.

Cost of operations

Cost of operations increased for the three and nine months ended September 30, 2026 due primarily to a change in the classification of property tax and property insurance following the sale of the wireless business and an increase in cell site ground rent due to incremental expense related to customer growth, new leases, lease amendments and escalations.

Selling, general and administrative

Selling, general and administrative expenses decreased for the three and nine months ended September 30, 2026 due primarily to decreases in shared overhead costs, employee expenses, bad debts expense and a change in the classification of property tax and property insurance following the sale of the wireless business, partially offset by an increase in strategic alternatives review expenses.

Selling, general and administrative expenses in the three months ended September 30, 2025, and the three and nine months ended September 30, 2026, include costs to support the winddown of the legacy wireless operations.

Loss on impairment of licenses

Loss on impairment of licenses decreased for the three and nine months ended September 30, 2026, due to an impairment recorded in the third quarter of 2025 on high-band wireless spectrum licenses.

(Gain) loss on asset disposals, net

(Gain) loss on asset disposals, net increased for the three and nine months ended September 30, 2026 due primarily to the disposal of assets no longer required to maintain certain spectrum licenses.

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(Gain) loss on license sales and exchanges, net

(Gain) loss on license sales and exchanges, net increased for the nine months ended September 30, 2026 due primarily to the sale of certain AWS, Cellular and PCS wireless spectrum licenses to Verizon in the second quarter of 2026 and the sale of certain 3.45 GHz and 700 MHz wireless spectrum licenses to AT&T in the first quarter of 2026. See Note 6 — Divestitures in the Notes to Consolidated Financial Statements for additional information.

Equity in earnings of unconsolidated entities

Equity in earnings of unconsolidated entities represents Array’s share of net income from entities in which it has a noncontrolling interest and that are accounted for using the equity method or the net asset value practical expedient. Array holds noncontrolling interests in three entities in the state of Iowa that sold their wireless operations to T-Mobile in three separate transactions on August 1, 2025, the same date that Array sold its wireless operations to T-Mobile. As a result of the Iowa entities' sale of their wireless operations, these entities recognized a gain on sale, and Array's proportionate share of that gain was included in Equity in earnings of unconsolidated entities in the amount of $34.1 million, which is the primary driver of the year-over-year decrease in the three and nine months ended September 30, 2026. See Note 7 — Investments in Unconsolidated Entities in the Notes to Consolidated Financial Statements for additional information.

Interest and dividend income

Interest and dividend income decreased for the three months ended September 30, 2026 due primarily to a decrease in interest income earned on the proceeds from the sale of the wireless operations to T-Mobile.

Interest expense

Interest expense from continuing operations excludes interest costs in all periods associated with term loans repaid, and debt exchanged, in conjunction with the sale of Array's wireless operations to T-Mobile. As a result, the increase in interest expense for the three months ended September 30, 2026 is primarily attributable to the new term loan that Array entered into in August 2025, and the increase in interest expense for the nine months ended September 30, 2026 is primarily attributable to the new term loan that Array entered into in August 2025 and a decrease in capitalized interest. See Market Risk for additional information regarding maturities of long-term debt and weighted average interest rates.

Short-term imputed spectrum lease income

Short-term imputed spectrum lease income decreased for the three months ended September 30, 2026 due to the expiration of the Short-Term Spectrum Manager Lease Agreement and Short-Term Spectrum Manager Sublease Agreements on July 31, 2026. The agreements provided T-Mobile with an exclusive license to use certain Array spectrum assets and leases at no cost for up to one year from closing. The portion of the purchase price allocated to the use of this spectrum was amortized over one year following the close.

Short-term imputed spectrum lease income increased for the nine months ended September 30, 2026 due to the execution of the Short-Term Spectrum Manager Lease Agreement and Short-Term Spectrum Manager Sublease Agreements. See Note 2 — Discontinued Operations in the Notes to Consolidated Financial Statements for additional information related to the spectrum leases.

Income tax expense (benefit)

Income tax benefit on continuing operations decreased for the three months ended September 30, 2026, due primarily to favorable reductions to valuation allowances on deferred tax assets recorded in the third quarter of 2025 that did not recur in 2026, partially offset by favorable changes in estimated state taxes on the sale of wireless spectrum licenses and a benefit related to transferable federal tax credits purchased during the current period.

Income tax expense on continuing operations increased for the nine months ended September 30, 2026, due primarily to the increase in Income before income taxes that resulted from the gains on license sales in the current period and favorable reductions to valuation allowances on deferred tax assets recorded in the third quarter of 2025 that did not recur in 2026, partially offset by a benefit related to transferable federal tax credits purchased during the current period.

Net income (loss) from discontinued operations attributable to Array shareholders

See Note 2 — Discontinued Operations in the Notes to Consolidated Financial Statements for additional information related to the components of Net income from discontinued operations.

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Liquidity and Capital Resources

Sources of Liquidity

Array believes that existing cash and investment balances, expected and potential dispositions of spectrum assets, distributions from unconsolidated entities, expected cash flows from operating activities and funds available under its financing agreements will provide sufficient liquidity for Array to meet its funding needs. Array requires funding for, among other uses, day-to-day operations, capital expenditures, debt service requirements and potential acquisitions of land, land easements or additional towers.

Cash and Cash Equivalents

The majority of Array's Cash and cash equivalents are held in money market funds that purchase only debt issued by the U.S. Treasury or U.S. government agencies and bank deposit accounts. Array's Cash and cash equivalents were $233.6 million and $113.4 million at September 30, 2026 and December 31, 2025, respectively. Refer to the Consolidated Cash Flow Analysis for additional information related to changes in Cash and cash equivalents.

In the first and second quarters of 2026, Array closed on various sales of certain wireless spectrum licenses to AT&T, Verizon and T-Mobile for total proceeds of $2,185.7 million and incurred tax liabilities on the transactions of approximately $370.0 million. As of September 30, 2026, Array has paid cash taxes related to these transactions of approximately $275.0 million, and expects to pay the remaining amounts during the fourth quarter of 2026. The tax payments are made pursuant to the Tax Allocation Agreement which provides that Array remits income tax payments to TDS consistent with when such payments would be paid if Array and its subsidiaries were a separate taxpayer.

Financing

Revolving Credit Agreement

Array has an unsecured revolving credit agreement with a maximum borrowing capacity of $100.0 million. Amounts under the agreement may be borrowed, repaid and reborrowed from time to time until maturity in December 2030. As of September 30, 2026, there were no outstanding borrowings under the agreement, except for letters of credit, and Array's unused borrowing capacity was $99.9 million.

Term Loan Agreement

As of September 30, 2026, Array has outstanding borrowings of $323.0 million under a term loan agreement with CoBank, ACB. The maturity date of the term loan is June 2030. Borrowings bear interest at a rate of Secured Overnight Financing Rate (SOFR) plus 2.50%.

Debt Covenants

The revolving credit agreement and term loan agreement with CoBank require Array to comply with certain affirmative and negative covenants, which include certain financial covenants that may restrict the borrowing capacity available. Array is required to maintain a Consolidated Leverage Ratio, as defined in the agreements, as of the end of any fiscal quarter at a level not to exceed 3.50 to 1.00. Array is also required to maintain the Consolidated Interest Coverage Ratio at a level not lower than 3.00 to 1.00 as of the end of any fiscal quarter. Array believes that it was in compliance as of September 30, 2026 with all such financial covenants.

Capital Expenditures

Capital expenditures for continuing operations (i.e., additions to property, plant and equipment), which include the effects of accruals and capitalized interest, for the nine months ended September 30, 2026 and 2025, were $16.5 million and $17.0 million, respectively. Capital expenditures were used principally for tower maintenance, purchases of land interests, tower builds and one-time costs of migrating the tower light monitoring function to Array's long-term solution.

Array's capital expenditures for 2026 are expected to be between $25.0 million and $35.0 million. These capital expenditures are expected to be used for purchases of land interests which are opportunistic in nature, tower maintenance, tower builds and one-time costs of migrating the tower light monitoring function to Array's long-term solution.

Divestitures

See Note 6 — Divestitures in the Notes to Consolidated Financial Statements for additional information related to divestitures.

Other Obligations

Array will require capital for future spending on existing contractual obligations, which primarily include long-term debt obligations and ground lease commitments.

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Dividends

Array has not paid any regular cash dividends in past periods. In conjunction with the close of the transaction of the sale of spectrum licenses to AT&T on January 13, 2026, on this same date, 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. In conjunction with the close of the transaction of the sale of spectrum licenses to Verizon on June 1, 2026, on this same date, the Array Board of Directors declared a special dividend per Common and Series A outstanding share of $11.00 for shareholders of record on June 11, 2026, which was paid on June 25, 2026 for a total amount of $951.3 million. The payment of the dividend exceeded Array's cumulative net earnings and therefore, Array transitioned from a retained earnings position into an accumulated deficit as of June 30, 2026. The accumulated deficit continued as of September 30, 2026, and is expected to continue in future periods.

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Consolidated Cash Flow Analysis

The following discussion summarizes Array's cash flow activities for the nine months ended September 30, 2026 and 2025. Cash flows may fluctuate from quarter to quarter and year to year due to timing and other factors. This discussion is intended to highlight the significant changes and is not intended to fully reconcile the changes.

2026 Commentary

Array’s Cash and cash equivalents increased $120.2 million. Net cash used in operating activities related to continuing operations was $188.2 million due to net income of $587.4 million adjusted for non-cash items of $834.7 million, distributions received from unconsolidated entities of $89.6 million, including $26.1 million in distributions from the Los Angeles SMSA Limited Partnership (LA Partnership), and changes in working capital items which decreased net cash by $30.5 million. The working capital changes were primarily driven by deferred revenue related to spectrum leases and the timing of rent payments, partially offset by the timing of tax payments. Cash flows used in operating activities related to discontinued operations were $6.4 million.

Cash flows provided by investing activities related to continuing operations were $2,164.8 million, due primarily to cash received from the sale of wireless spectrum licenses of $2,185.8 million, partially offset by payments for property, plant and equipment of $21.0 million. There were no cash flows provided by investing activities related to discontinued operations.

Cash flows used for financing activities related to continuing operations were $1,850.1 million, due primarily to dividends paid to Array shareholders of $1,836.7 million. There were no cash flows used for financing activities related to discontinued operations.

2025 Commentary

Array’s Cash, cash equivalents and restricted cash increased $166.5 million. Net cash provided by operating activities related to continuing operations was $22.5 million due to net income of $130.5 million adjusted for non-cash items of $147.0 million and distributions received from unconsolidated entities of $149.7 million. Distributions from noncontrolling wireless entities managed by Array included a special distribution of $42.5 million related to the proceeds received by three entities in the state of Iowa that sold their wireless operations to T-Mobile on August 1, 2025. In addition, distributions from certain equity method investments operated by Verizon included a special distribution of $25.3 million related to proceeds received by Verizon managed entities related to Verizon's tower transaction with Vertical Bridge that closed in December 2024. This was partially offset by lower current year distributions due to adjustments made by certain equity method investees for prior period activity. The changes in working capital items which decreased net cash by $110.8 million were primarily driven by payment of associate bonuses and deferred revenue related to spectrum leases, partially offset by the timing of vendor payments. Cash flows provided by operating activities related to discontinued operations were $380.4 million.

Cash flows used for investing activities related to continuing operations were $16.0 million, due primarily to payments for property, plant and equipment of $18.6 million. Cash flows used for investing activities related to discontinued operations were $2,462.4 million.

Cash flows used for financing activities related to continuing operations were $2,662.2 million, due primarily to dividends paid to Array shareholders of $1,986.7 million, repayments on long-term debt agreements of $875.3 million, tax withholdings, net of cash receipts, for stock-based compensation awards of $63.5 million due to awards that accelerated upon change in control and associate terminations, distributions to noncontrolling interest of $26.8 million due to the sale of the wireless operations to T-Mobile and repurchases of $21.4 million in Common Shares. These were partially offset by $325.0 million borrowed under the CoBank term loan agreement. Cash flows used for financing activities related to discontinued operations were $20.5 million.

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Consolidated Balance Sheet Analysis

The following discussion addresses certain captions in the consolidated balance sheet and changes therein. This discussion is intended to highlight the significant changes and is not intended to fully reconcile the changes. Notable balance sheet changes during 2026 were as follows:

Non-current assets held for sale

Non-current assets held for sale decreased $1,534.3 million due primarily to the sale of wireless spectrum licenses to AT&T, Verizon and T-Mobile in 2026. See Note 6 — Divestitures in the Notes to Consolidated Financial Statements for additional information.

Customer deposits and deferred revenues

Customer deposits and deferred revenues decreased $65.9 million due primarily to the recognition of the deferral of a portion of the T-Mobile purchase price related to T-Mobile's use of certain spectrum assets at no cost for up to one year from closing. See Note 2 — Discontinued Operations in the Notes to Consolidated Financial Statements for additional information.

Accrued taxes

Accrued taxes increased $76.3 million due primarily to the taxable gain on the sale of wireless spectrum licenses to AT&T, Verizon and T-Mobile in 2026.

Other current liabilities

Other current liabilities increased $11.2 million due primarily to a reclassification from Other deferred liabilities and credits regarding the deferral of the T-Mobile purchase price related to certain spectrum licenses as the corresponding assets were classified as held for sale as of September 30, 2026.

Deferred income tax liability, net

Deferred income tax liability, net decreased $213.8 million due primarily to reversals of temporary differences related to prior amortization of wireless spectrum licenses, triggered by the sale of wireless spectrum licenses to AT&T, Verizon and T-Mobile during 2026.

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Supplemental Information Relating to Non-GAAP Financial Measures

Array sometimes uses information derived from consolidated financial information but not presented in its financial statements prepared in accordance with GAAP to evaluate the performance of its business. Specifically, Array has referred to the following measures in this report:

▪EBITDA

▪Adjusted EBITDA

▪Adjusted OIBDA

These measures are considered “non-GAAP financial measures” under U.S. Securities and Exchange Commission Rules. Following are explanations of each of these measures.

EBITDA, Adjusted EBITDA and Adjusted OIBDA

EBITDA, Adjusted EBITDA and Adjusted OIBDA are defined as Net income from continuing operations adjusted for the items set forth in the reconciliation below. EBITDA, Adjusted EBITDA and Adjusted OIBDA are not measures of financial performance under GAAP and should not be considered as alternatives to Net income from continuing operations or Cash flows from operating activities - continuing operations, as indicators of cash flows or as measures of liquidity. Array does not intend to imply that any such items set forth in the reconciliation below are non-recurring, 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 applicable GAAP income measures are deemed appropriate. Management believes Adjusted EBITDA and Adjusted OIBDA are useful measures of Array’s operating results before significant recurring non-cash charges, expenses related to strategic alternatives review, gains and losses, and other items as presented below as it provides 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, expenses related to the strategic alternatives review and short-term imputed spectrum lease income, 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 measures, Net income from continuing operations and/or Operating income (loss).

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	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
(Dollars in thousands)
Net income from continuing operations (GAAP)	$	69,978	$	109,920	$	587,449	$	130,503
Add back:
Income tax expense (benefit)	(30,121)		(62,701)		138,147		(54,479)
Interest expense	10,972		8,855		29,013		16,233
Depreciation, amortization and accretion	13,405		11,868		40,437		35,860
EBITDA (Non-GAAP)	64,234		67,942		795,046		128,117
Add back or deduct:
Expenses related to strategic alternatives review	5,934		489		13,512		2,349
Loss on impairment of licenses	—		47,679		—		47,679
(Gain) loss on asset disposals, net	1,233		707		5,946		620

(Gain) loss on license sales and exchanges, net	9		(1,323)		(566,459)		(6,123)

Short-term imputed spectrum lease income	(7,669)		(30,413)		(65,639)		(30,413)
Adjusted EBITDA (Non-GAAP)	63,741		85,081		182,406		142,229
Deduct:
Equity in earnings of unconsolidated entities	41,009		69,811		116,144		147,453
Interest and dividend income	4,442		8,909		15,095		15,267
Other, net	35		254		9		253
Adjusted OIBDA (Non-GAAP)	18,255		6,107		51,158		(20,744)
Deduct:
Depreciation, amortization and accretion	13,405		11,868		40,437		35,860
Expenses related to strategic alternatives review	5,934		489		13,512		2,349
Loss on impairment of licenses	—		47,679		—		47,679
(Gain) loss on asset disposals, net	1,233		707		5,946		620

(Gain) loss on license sales and exchanges, net	9		(1,323)		(566,459)		(6,123)
Operating income (loss) (GAAP)	$	(2,326)	$	(53,313)	$	557,722	$	(101,129)

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Application of Critical Accounting Policies and Estimates

Array prepares its consolidated financial statements in accordance with GAAP. Array’s significant accounting policies are discussed in detail in Note 1 — Summary of Significant Accounting Policies and Recent Accounting Pronouncements and Note 10 — Leases in the Notes to Consolidated Financial Statements included in Array's Form 10-K for the year ended December 31, 2025. Array’s application of critical accounting policies and estimates is discussed in detail in Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in Array’s Form 10-K for the year ended December 31, 2025.

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Private Securities Litigation Reform Act of 1995

Safe Harbor Cautionary Statement

This Form 10-Q, including exhibits, contains statements that are not based on historical facts and represent forward-looking statements, as this term is defined in the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, that address activities, events or developments that Array intends, expects, projects, believes, estimates, plans or anticipates will or may occur in the future are forward-looking statements. The words “believes,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “projects” and similar expressions are intended to identify these forward-looking statements, but are not the exclusive means of identifying them. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be significantly different from any future results, events or developments expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors include, but are not limited to, those set forth below, as more fully described under “Risk Factors” in Array's Form 10-K for the year ended December 31, 2025. Each of the following risks could have a material adverse effect on Array’s business, financial condition or results of operations. However, such factors are not necessarily all of the important factors that could cause actual results, performance or achievements to differ materially from those expressed in, or implied by, the forward-looking statements contained in this document. Other unknown or unpredictable factors also could have material adverse effects on future results, performance or achievements. Array undertakes no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise. You should carefully consider the following factors and other information contained in, or incorporated by reference into, this Form 10-Q to understand the material risks relating to Array’s business, financial condition or results of operations.

Announced Transactions and Strategic Alternatives Review Risk Factors

▪Closing of the T-Mobile transaction occurred on August 1, 2025, and has required substantial changes to the manner in which Array’s remaining business is conducted, which could have a material adverse effect on Array's financial condition and results of operations.

▪Array entered into License Purchase Agreements with T-Mobile to sell certain wireless spectrum licenses. There is no guarantee that such transactions contemplated by the License Purchase Agreements will be consummated. Costs and uncertainties related to these transactions could have adverse effects on Array's financial condition or results of operations.

Operational Risk Factors

▪An inability to monetize the remaining spectrum assets as well as the ongoing costs to retain the spectrum could adversely affect Array’s operations.

▪Increasing competition in the tower industry could adversely affect Array’s revenues, negatively impact future growth and increase its costs to compete.

▪There are economic and business risks associated with fixed rate annual escalators on colocation revenue contracts.

▪A substantial portion of Array revenues are derived from a small number of tenants concentrated in the wireless industry and the loss or financial difficulties of such tenants may adversely affect Array’s business, financial condition, results of operations and future growth. Array is particularly reliant on its relationship with T-Mobile. DISH Wireless has failed to make certain payments due to Array under their contractual commitment. Lower demand for wireless services, negative trends in the wireless industry or changes in customer business models may decrease the revenues Array receives from its tenants, which could adversely affect Array’s business, financial condition, results of operations and future growth.

▪Inability to protect Array’s real estate rights, with respect to land leases, could have an adverse effect on Array’s business, financial condition or results of operations.

▪Advances or changes in technology could reduce the need for tower-based services.

▪Array’s business, financial condition or results of operations may be adversely impacted by extreme weather events, climate-related events, natural disasters (including wildfires) and other unforeseen events.

▪An inability to attract people of outstanding talent throughout all levels of the organization, to develop their potential through education and assignments, and to retain them by keeping them engaged, challenged and properly rewarded could have an adverse effect on Array's business, financial condition or results of operations.

▪Costs, integration problems or other factors associated with acquisitions or divestitures of assets could have an adverse effect on Array’s business, financial condition or results of operations.

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Financial Risk Factors

▪Uncertainty in Array’s or TDS' future cash flow and liquidity, its level of indebtedness or the inability to access capital, deterioration in the capital markets, changes in interest rates, changes in Array’s or TDS' credit ratings or other factors could limit or restrict the availability of financing on terms and prices acceptable to Array.

▪Array has significant investments in wireless operating entities that it does not control. Losses in the value of or cash flows from such investments could have an adverse effect on Array’s financial condition, cash flows or results of operations.

Regulatory, Legal and Governance Risk Factors

▪Failure by Array to timely or fully comply with any existing applicable legislative and/or regulatory requirements or changes thereto could adversely affect Array’s business, financial condition or results of operations.

▪Settlements, judgments, restraints on its current or future manner of doing business and/or costs resulting from pending and future legal and policy proceedings could have an adverse effect on Array’s business, financial condition or results of operations.

▪There could be potential conflicts of interests between TDS and Array.

▪Certain matters, such as control by TDS and provisions in the Array Restated Certificate of Incorporation, may serve to discourage or make more difficult a change in control of Array or have other consequences.

General Risk Factors

▪Array has experienced, and in the future expects to experience, cyber-attacks or other breaches of information technology security of varying degrees on a regular basis, which could have an adverse effect on Array's business, financial condition or results of operations.

▪Disruption in credit or other financial markets, a deterioration of U.S. or global economic conditions or other events could, among other things, impede Array’s access to or increase the cost of financing its operating and investment activities and/or result in reduced revenues and lower operating income and cash flows, which would have an adverse effect on Array’s business, financial condition or results of operations.

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Risk Factors

In addition to the information set forth in this Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in Array's Form 10-K for the year ended December 31, 2025, which could materially affect Array’s business, financial condition or future results. The risks described in this Form 10-Q and the Form 10-K for the year ended December 31, 2025, may not be the only risks that could affect Array. Additional unidentified or unrecognized risks and uncertainties could materially adversely affect Array’s business, financial condition and/or operating results. Subject to the foregoing, Array has not identified for disclosure any material changes to the risk factors as previously disclosed in Array's Annual Report on Form 10-K for the year ended December 31, 2025.

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Quantitative and Qualitative Disclosures About Market Risk

Market Risk

As of September 30, 2026, approximately 55% of Array's long-term debt was in fixed-rate senior notes and approximately 45% in variable-rate debt. Fluctuations in market interest rates can lead to volatility in the fair value of fixed-rate notes and interest expense on variable-rate debt.

The following table presents the scheduled principal payments on long-term debt obligations and the related weighted average interest rates by maturity dates at September 30, 2026.


	Principal Payments Due by Period
	Long-Term Debt Obligations1		Weighted-Avg. Interest Rates on Long-Term Debt Obligations2
(Dollars in thousands)
Remainder of 2026	$	2,031	6.4	%
2027	8,125		6.4	%
2028	8,125		6.4	%
2029	12,188		6.4	%
2030	292,500		6.4	%
Thereafter	363,929		5.9	%
Total	$	686,898	6.1	%

1The total long-term debt obligation differs from Long-term debt in the Consolidated Balance Sheet due to unamortized debt issuance costs on all non-revolving debt instruments and unamortized discounts related to the 6.7% Senior Notes.

2Represents the weighted average stated interest rates at September 30, 2026, for debt maturing in the respective periods.

See Note 3 — Fair Value Measurements in the Notes to Consolidated Financial Statements for additional information related to the fair value of Array’s Long-term debt as of September 30, 2026.

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Financial Statements


Array Digital Infrastructure, Inc.
Consolidated Statement of Operations
(Unaudited)
	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
(Dollars and shares in thousands, except per share amounts)
Operating revenues
Site rental	$	52,475	$	45,838	$	156,674	$	99,663
Services	1,395		1,281		3,278		2,969
Total operating revenues	53,870		47,119		159,952		102,632

Operating expenses
Cost of operations (excluding Depreciation, amortization and accretion reported below)	23,349		20,976		68,455		56,662

Selling, general and administrative	18,200		20,525		53,851		69,063
Depreciation, amortization and accretion	13,405		11,868		40,437		35,860
Loss on impairment of licenses	—		47,679		—		47,679
(Gain) loss on asset disposals, net	1,233		707		5,946		620

(Gain) loss on license sales and exchanges, net	9		(1,323)		(566,459)		(6,123)
Total operating expenses	56,196		100,432		(397,770)		203,761

Operating income (loss)	(2,326)		(53,313)		557,722		(101,129)

Other income (expense)
Equity in earnings of unconsolidated entities	41,009		69,811		116,144		147,453
Interest and dividend income	4,442		8,909		15,095		15,267

Interest expense	(10,972)		(8,855)		(29,013)		(16,233)
Short-term imputed spectrum lease income	7,669		30,413		65,639		30,413
Other, net	35		254		9		253
Total other income	42,183		100,532		167,874		177,153

Income before income taxes	39,857		47,219		725,596		76,024
Income tax expense (benefit)	(30,121)		(62,701)		138,147		(54,479)
Net income from continuing operations	69,978		109,920		587,449		130,503
Less: Net income from continuing operations attributable to noncontrolling interests, net of tax	395		1,084		4,264		2,210
Net income from continuing operations attributable to Array shareholders	69,583		108,836		583,185		128,293

Net income (loss) from discontinued operations	(788)		(130,492)		22,290		(99,193)
Less: Net income from discontinued operations attributable to noncontrolling interests, net of tax	—		16,809		189		17,822
Net income (loss) from discontinued operations attributable to Array shareholders	(788)		(147,301)		22,101		(117,015)

Net income (loss)	69,190		(20,572)		609,739		31,310
Less: Net income attributable to noncontrolling interests, net of tax	395		17,893		4,453		20,032
Net income (loss) attributable to Array shareholders	$	68,795	$	(38,465)	$	605,286	$	11,278

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Array Digital Infrastructure, Inc.
Consolidated Statement of Operations
(Unaudited)
	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
(Dollars and shares in thousands, except per share amounts)
Basic weighted average shares outstanding	86,489		86,251		86,462		85,726
Basic earnings per share from continuing operations attributable to Array shareholders	$	0.81	$	1.26	$	6.74	$	1.50
Basic earnings (loss) per share from discontinued operations attributable to Array shareholders	$	(0.01)	$	(1.71)	$	0.26	$	(1.37)
Basic earnings (loss) per share attributable to Array shareholders	$	0.80	$	(0.45)	$	7.00	$	0.13

Diluted weighted average shares outstanding	86,523		86,846		86,506		87,842
Diluted earnings per share from continuing operations attributable to Array shareholders	$	0.81	$	1.25	$	6.74	$	1.46
Diluted earnings (loss) per share from discontinued operations attributable to Array shareholders	$	(0.01)	$	(1.69)	$	0.26	$	(1.33)
Diluted earnings (loss) per share attributable to Array shareholders	$	0.80	$	(0.44)	$	7.00	$	0.13

The accompanying notes are an integral part of these consolidated financial statements.

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Array Digital Infrastructure, Inc.

Consolidated Statement of Cash Flows

(Unaudited)


	Nine Months Ended September 30,
	2026		2025
(Dollars in thousands)
Cash flows from operating activities
Net income	$	609,739	$	31,310
Net income (loss) from discontinued operations	22,290		(99,193)
Net income from continuing operations	587,449		130,503
Add (deduct) adjustments to reconcile net income to net cash flows from operating activities
Depreciation, amortization and accretion	40,437		35,860
Bad debts expense	253		1,655
Stock-based compensation expense	879		1,560
Deferred income taxes, net	(200,187)		(81,087)
Equity in earnings of unconsolidated entities	(116,144)		(147,453)
Distributions from unconsolidated entities	89,584		149,732
Loss on impairment of licenses	—		47,679
(Gain) loss on asset disposals, net	5,946		620

(Gain) loss on license sales and exchanges, net	(566,459)		(6,123)

Other operating activities	561		338
Changes in assets and liabilities from operations
Accounts receivable	8,635		(5,157)


Accounts payable	(10,487)		22,231
Customer deposits and deferred revenues	(64,239)		(28,880)
Accrued taxes	57,916		(11,713)
Accrued interest	429		2,372
Other assets and liabilities	(22,764)		(89,627)
Net cash provided by (used in) operating activities - continuing operations	(188,191)		22,510
Net cash provided by (used in) operating activities - discontinued operations	(6,375)		380,388
Net cash provided by (used in) operating activities	(194,566)		402,898

Cash flows from investing activities
Cash paid for additions to property, plant and equipment	(21,014)		(18,597)
Cash paid for licenses	—		(4,175)


Cash received from divestitures	2,185,801		5,439

Other investing activities	—		1,301
Net cash provided by (used in) investing activities - continuing operations	2,164,787		(16,032)
Net cash provided by investing activities - discontinued operations	—		2,462,399
Net cash provided by investing activities	2,164,787		2,446,367

Cash flows from financing activities
Issuance of long-term debt	—		325,000
Repayment of long-term debt	(2,031)		(875,250)


Tax withholdings, net of cash receipts, for stock-based compensation awards	(2,068)		(63,506)
Repurchase of Common Shares	—		(21,360)
Dividends paid to Array shareholders	(1,836,737)		(1,986,719)
Payment of debt issuance costs	—		(5,668)
Distributions to noncontrolling interests	(8,624)		(26,811)

Payments to acquire additional interest in subsidiaries	(593)		—
Other financing activities	—		(7,930)
Net cash used in financing activities - continuing operations	(1,850,053)		(2,662,244)
Net cash used in financing activities - discontinued operations	—		(20,537)
Net cash used in financing activities	(1,850,053)		(2,682,781)

Net increase in cash, cash equivalents and restricted cash	120,168		166,484

Cash, cash equivalents and restricted cash
Beginning of period	113,400		159,142
End of period	$	233,568	$	325,626

The accompanying notes are an integral part of these consolidated financial statements.

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Array Digital Infrastructure, Inc.

Consolidated Balance Sheet — Assets

(Unaudited)


	September 30, 2026		December 31, 2025
(Dollars in thousands)
Current assets
Cash and cash equivalents	$	233,568	$	113,400

Accounts receivable


Affiliated	2,610		7,420
Other, less allowances of $2,887 and $3,090, respectively	9,287		14,236

Prepaid expenses	2,330		3,216

Other current assets	2,011		6,515
Total current assets	249,806		144,787

Non-current assets held for sale	57,366		1,591,675

Licenses	1,584,674		1,642,187

Investments in unconsolidated entities	439,585		412,608




Property, plant and equipment, net of accumulated depreciation of $698,959 and $690,007, respectively	384,149		388,999

Operating lease right-of-use assets	459,705		472,995

Other assets and deferred charges	32,444		24,837

Total assets1	$	3,207,729	$	4,678,088

The accompanying notes are an integral part of these consolidated financial statements.

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Array Digital Infrastructure, Inc.

Consolidated Balance Sheet — Liabilities and Equity

(Unaudited)


	September 30, 2026		December 31, 2025
(Dollars and shares in thousands, except per share amounts)
Current liabilities
Current portion of long-term debt	$	8,125	$	4,063
Accounts payable
Affiliated	1,759		10,503
Trade	33,912		27,892
Customer deposits and deferred revenues	20,011		85,945
Accrued taxes	93,152		16,884
Accrued compensation	1,365		4,322
Short-term operating lease liabilities	16,538		15,294
Current liabilities of discontinued operations	24,304		20,242
Other current liabilities	26,087		14,843
Total current liabilities	225,253		199,988



Deferred liabilities and credits
Deferred income tax liability, net	173,221		387,030
Long-term operating lease liabilities	499,418		509,876
Other deferred liabilities and credits	307,342		336,379

Long-term debt, net	665,016		670,258

Commitments and contingencies



Equity
Array shareholders’ equity
Series A Common and Common Shares
Authorized 190,000 shares (50,000 Series A Common and 140,000 Common Shares)
Issued 88,074 shares (33,006 Series A Common and 55,068 Common Shares)
Outstanding 86,479 shares (33,006 Series A Common and 53,473 Common Shares) and 86,380 shares (33,006 Series A Common and 53,374 Common Shares), respectively
Par Value ($1.00 per share) ($33,006 Series A Common and $55,068 Common Shares)	88,074		88,074
Additional paid-in capital	1,795,967		1,795,369
Treasury shares, at cost, 1,595 and 1,694 Common Shares, respectively	(83,323)		(85,606)
Retained earnings (accumulated deficit)	(466,014)		769,789
Total Array shareholders' equity	1,334,704		2,567,626
Noncontrolling interests	2,775		6,931
Total equity	1,337,479		2,574,557

Total liabilities and equity1	$	3,207,729	$	4,678,088

The accompanying notes are an integral part of these consolidated financial statements.

1 The consolidated total assets as of September 30, 2026 and December 31, 2025, include assets held by current consolidated variable interest entities (VIEs) of $41.1 million and $45.0 million, respectively, which are not available to be used to settle the obligations of Array. The consolidated total liabilities as of September 30, 2026 and December 31, 2025, include certain liabilities of current consolidated VIEs of $11.2 million and $11.1 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Array. See Note 9 — Variable Interest Entities for additional information.

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Array Digital Infrastructure, Inc.

Consolidated Statement of Changes in Equity

(Unaudited)


	Array Shareholders
	Series A Common and Common shares		Additional paid-in capital		Treasury shares		Retained earnings (accumulated deficit)		Total Array shareholders' equity		Noncontrolling interests		Total equity
(Dollars in thousands)
June 30, 2026	$	88,074	$	1,795,590	$	(83,323)	$	(534,809)	$	1,265,532	$	6,254	$	1,271,786

Net income attributable to Array shareholders	—		—		—		68,795		68,795		—		68,795
Net income attributable to noncontrolling interests classified as equity	—		—		—		—		—		395		395


Incentive and compensation plans	—		377		—		—		377		—		377
Distributions to noncontrolling interests	—		—		—		—		—		(3,874)		(3,874)

September 30, 2026	$	88,074	$	1,795,967	$	(83,323)	$	(466,014)	$	1,334,704	$	2,775	$	1,337,479

The accompanying notes are an integral part of these consolidated financial statements.

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Array Digital Infrastructure, Inc.

Consolidated Statement of Changes in Equity

(Unaudited)


	Array Shareholders
	Series A Common and Common shares		Additional paid-in capital		Treasury shares		Retained earnings		Total Array shareholders' equity		Noncontrolling interests		Total equity
(Dollars in thousands, except per share amount)
June 30, 2025	88,074		1,811,355		$	(101,682)	$	2,801,862	$	4,599,609	$	14,107	$	4,613,716

Net income (loss) attributable to Array shareholders	—		—		—		(38,465)		(38,465)		—		(38,465)
Net income attributable to noncontrolling interests classified as equity	—		—		—		—		—		17,639		17,639

Array Common and Series A Common share dividends ($23.00 per share)	—		—		—		(1,986,719)		(1,986,719)		—		(1,986,719)
Incentive and compensation plans	—		(16,320)		16,064		(44,345)		(44,601)		—		(44,601)
Distributions to noncontrolling interests	—		—		—		—		—		(24,419)		(24,419)
September 30, 2025	$	88,074	$	1,795,035	$	(85,618)	$	732,333	$	2,529,824	$	7,327	$	2,537,151

The accompanying notes are an integral part of these consolidated financial statements.

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Array Digital Infrastructure, Inc.

Consolidated Statement of Changes in Equity

(Unaudited)


	Array Shareholders
	Series A Common and Common shares		Additional paid-in capital		Treasury shares		Retained earnings (accumulated deficit)		Total Array shareholders' equity		Noncontrolling interests		Total equity
(Dollars in thousands, except per share amount)
December 31, 2025	$	88,074	$	1,795,369	$	(85,606)	$	769,789	$	2,567,626	$	6,931	$	2,574,557

Net income attributable to Array shareholders	—		—		—		605,286		605,286		—		605,286
Net income attributable to noncontrolling interests classified as equity	—		—		—		—		—		4,453		4,453
Array Common and Series A Common share dividends ($21.25 per share)	—		—		—		(1,836,737)		(1,836,737)		—		(1,836,737)

Incentive and compensation plans	—		1,053		2,283		(4,352)		(1,016)		—		(1,016)
Distributions to noncontrolling interests	—		—		—		—		—		(8,624)		(8,624)
Acquisitions of noncontrolling interests	—		(455)		—		—		(455)		15		(440)
September 30, 2026	$	88,074	$	1,795,967	$	(83,323)	$	(466,014)	$	1,334,704	$	2,775	$	1,337,479

The accompanying notes are an integral part of these consolidated financial statements.

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Array Digital Infrastructure, Inc.

Consolidated Statement of Changes in Equity

(Unaudited)


	Array Shareholders
	Series A Common and Common shares		Additional paid-in capital		Treasury shares		Retained earnings		Total Array shareholders' equity		Noncontrolling interests		Total equity
(Dollars in thousands, except per share amount)
December 31, 2024	$	88,074	$	1,782,219	$	(111,589)	$	2,818,002	$	4,576,706	$	14,947	$	4,591,653

Net income attributable to Array shareholders	—		—		—		11,278		11,278		—		11,278
Net income attributable to noncontrolling interests classified as equity	—		—		—		—		—		19,191		19,191
Array Common and Series A Common share dividends ($23.00 per share)	—		—		—		(1,986,719)		(1,986,719)		—		(1,986,719)
Repurchase of Common Shares	—		—		(20,879)		—		(20,879)		—		(20,879)
Incentive and compensation plans	—		12,816		46,850		(110,228)		(50,562)		—		(50,562)
Distributions to noncontrolling interests	—		—		—		—		—		(26,811)		(26,811)
September 30, 2025	$	88,074	$	1,795,035	$	(85,618)	$	732,333	$	2,529,824	$	7,327	$	2,537,151

The accompanying notes are an integral part of these consolidated financial statements.

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Array Digital Infrastructure, Inc.

Notes to Consolidated Financial Statements

Note 1 Basis of Presentation

As of September 30, 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 September 30, 2026 and December 31, 2025, its results of operations and changes in equity for the three and nine months ended September 30, 2026 and 2025, and its cash flows for the nine months ended September 30, 2026 and 2025. The Consolidated Statement of Comprehensive Income was not included because comprehensive income for the three and nine months ended September 30, 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 $52.5 million and $156.7 million for the three and nine months ended September 30, 2026, respectively, and $45.8 million and $99.7 million for the three and nine months ended September 30, 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. On June 1, 2026, the Array Board of Directors declared a special dividend per Common and Series A outstanding share of $11.00 for shareholders of record on June 11, 2026, which was paid on June 25, 2026 for a total amount of $951.3 million. The payment of the dividend exceeded Array's cumulative net earnings and therefore, Array transitioned from a retained earnings position into an accumulated deficit as of June 30, 2026. The accumulated deficit continued as of September 30, 2026, and is expected to continue in future periods.

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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).

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. Array recorded an estimated purchase price true-up payable to T-Mobile of $24.3 million and $20.2 million, as of September 30, 2026 and December 31, 2025, respectively, 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. At closing, a $16.7 million deferral of the purchase price was recorded related to these spectrum licenses, which is classified as Other current liabilities in the Consolidated Balance Sheet as of September 30, 2026 and Other deferred liabilities and credits in the Consolidated Balance Sheet as of December 31, 2025. As of September 30, 2026, the book value of the wireless spectrum licenses that did not transfer to T-Mobile was $16.7 million and is classified as held for sale in the Consolidated Balance Sheet. The transfer of the wireless spectrum licenses received regulatory approval on October 7, 2026 and is expected to occur in 2026, subject to Federal Communications Commission (FCC) finality and other customary closing conditions. Array also may incur significant decommissioning costs for certain equipment that T-Mobile retains the right to return to Array and recorded a liability of $65.8 million at closing. During the second quarter of 2026, Array updated its estimate for decommissioning costs and recorded a reduction of $25.5 million, which was recognized to (Gain) loss on sale of business and other exit costs, net within discontinued operations. In addition, during the second and third quarters of 2026, certain equipment was returned by T-Mobile and Array recognized asset retirement obligations of $10.2 million and $5.5 million, respectively, which are a reclassification from the liability for decommissioning costs and included in Other deferred liabilities and credits in the Consolidated Balance Sheet. The remaining estimated liability for decommissioning costs is $25.5 million as of September 30, 2026, and is classified as Other deferred liabilities and credits in the Consolidated Balance Sheet.

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 was recognized to Short-term imputed spectrum lease income in the continuing operations Consolidated Statement of Operations over the one year term. Effective April 1, 2026, the Short-Term Spectrum Manager Lease Agreement with T-Mobile was terminated for certain spectrum assets. The remaining deferred purchase price related to the terminated leases was $11.7 million and was recognized to (Gain) loss on sale of business and other exit costs, net within discontinued operations during the second quarter of 2026. Effective August 2, 2026, an Amended and Restated Spectrum Manager Lease Agreement became effective, which provided T-Mobile with an exclusive license to continue using certain Array spectrum assets for up to one year and at no cost until February 2, 2027.

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Net income (loss) from discontinued operations in the Consolidated Statement of Operations consists of the following:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
(Dollars in thousands)
Operating revenues
Service	$	—	$	238,097	$	—	$	1,659,873
Equipment sales	—		70,989		—		401,106
Total operating revenues	—		309,086		—		2,060,979

Operating expenses
System operations (excluding Depreciation, amortization and accretion reported below)	—		46,742		509		369,907
Cost of equipment sold	—		80,665		—		467,645
Selling, general and administrative	(322)		79,109		(58)		691,676
Depreciation, amortization and accretion	—		50,468		—		351,274

(Gain) loss on asset disposals, net	—		913		—		5,314
(Gain) loss on sale of business and other exit costs, net	2,498		239,267		(29,384)		239,267

Total operating expenses	2,176		497,164		(28,933)		2,125,083

Operating income (loss)	(2,176)		(188,078)		28,933		(64,104)

Other income (expense)

Interest expense	—		(15,255)		(324)		(91,714)
Other, net	—		401		—		190

Total other expense	—		(14,854)		(324)		(91,524)

Income (loss) before income taxes	(2,176)		(202,932)		28,609		(155,628)
Income tax expense (benefit)	(1,388)		(72,440)		6,319		(56,435)
Net income (loss) from discontinued operations	$	(788)	$	(130,492)	$	22,290	$	(99,193)

Note 3 Fair Value Measurements

As of September 30, 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	September 30, 2026				December 31, 2025
		Book Value		Fair Value		Book Value		Fair Value
(Dollars in thousands)
Long-term debt	2	$	678,157	$	575,290	$	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.

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Note 4 Income Taxes

The effective tax rate on Income before income taxes from continuing operations for the three and nine months ended September 30, 2026 was (75.6)% and 19.0%, respectively. The effective tax rate for the three month period is not meaningful due to (i) favorable changes in estimated state taxes on the sale of wireless spectrum licenses and (ii) a benefit related to transferable federal tax credits purchased during the period.

The effective tax rate on Income before income taxes from continuing operations for the three and nine months ended September 30, 2025 was (132.8)% and (71.7)%, respectively. These effective tax rates are not meaningful due to low amounts of pretax income and reflect (i) favorable reductions to valuation allowances on deferred tax assets and (ii) the impacts of compensation-related tax adjustments.

Note 5 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 Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
(Dollars and shares in thousands, except per share amounts)
Net income from continuing operations attributable to Array shareholders	$	69,583	$	108,836	$	583,185	$	128,293
Net income (loss) from discontinued operations attributable to Array shareholders	(788)		(147,301)		22,101		(117,015)
Net income (loss) attributable to Array shareholders	$	68,795	$	(38,465)	$	605,286	$	11,278

Weighted average number of shares used in basic earnings per share	86,489		86,251		86,462		85,726
Effects of dilutive securities	34		595		44		2,116
Weighted average number of shares used in diluted earnings per share	86,523		86,846		86,506		87,842

Basic earnings per share from continuing operations attributable to Array shareholders	$	0.81	$	1.26	$	6.74	$	1.50
Basic earnings (loss) per share from discontinued operations attributable to Array shareholders	(0.01)		(1.71)		0.26		(1.37)
Basic earnings (loss) per share attributable to Array shareholders	$	0.80	$	(0.45)	$	7.00	$	0.13

Diluted earnings per share from continuing operations attributable to Array shareholders	$	0.81	$	1.25	$	6.74	$	1.46
Diluted earnings (loss) per share from discontinued operations attributable to Array shareholders	(0.01)		(1.69)		0.26		(1.33)
Diluted earnings (loss) per share attributable to Array shareholders	$	0.80	$	(0.44)	$	7.00	$	0.13

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 per share attributable to Array shareholders because their effects were antidilutive. The number of such Common Shares excluded was less than 0.1 million for both the three and nine months ended September 30, 2026 and 0.2 million and less than 0.1 million for the three and nine months ended September 30, 2025, respectively.

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Note 6 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 June 1, 2026, Array closed on the sale of certain AWS, Cellular and PCS wireless spectrum licenses to Verizon Communications Inc. (Verizon) for $1,000.0 million and recorded a book gain of $408.9 million ($306.7 million net of tax) during the second quarter of 2026.

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 August 29, 2025, Array entered into a License Purchase Agreement (T-Mobile License Purchase Agreement) with T-Mobile to sell three groups of 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. On May 5, 2026, Array closed on the sale of the first group of wireless spectrum licenses under the T-Mobile License Purchase Agreement for total proceeds of $74.8 million and recorded a book gain on the transaction of $0.1 million. At the closing of the first group of licenses, $18.6 million of the total proceeds of $74.8 million was deferred based on the fair market value of all wireless spectrum licenses included in the T-Mobile License Purchase Agreement. As of September 30, 2026, the book value of the remaining groups of wireless spectrum licenses to be sold was $11.1 million and is classified as held for sale in the Consolidated Balance Sheet. The sale of the remaining groups of wireless spectrum licenses received regulatory approval on October 7, 2026 and is expected to close in 2026, subject to FCC finality and other customary closing conditions.

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. There was no cash exchanged at the inception of the Put/Call Agreement. 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 and the transaction closed on May 12, 2026. Array recorded a book gain on the transaction of $0.7 million. In June 2026, T-Mobile exercised the second call option for $19.6 million. As of September 30, 2026, the book value of the wireless spectrum licenses subject to the second call notice was $19.5 million and is classified as held for sale in the Consolidated Balance Sheet. The transaction received regulatory approval on October 7, 2026 and is expected to close in 2026, subject to FCC finality and other customary closing conditions.

Note 7 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.


	September 30, 2026		December 31, 2025
(Dollars in thousands)
Equity method investments	$	426,152	$	399,794
Measurement alternative method investments	5,779		5,362
Investments recorded using the net asset value practical expedient	7,654		7,452
Total investments in unconsolidated entities	$	439,585	$	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 Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
(Dollars in thousands)
Revenues	$	1,827,212	$	1,878,201	$	5,535,348	$	5,719,348
Operating expenses	1,430,696		1,357,026		4,418,340		4,385,461
Operating income	396,516		521,175		1,117,008		1,333,887
Other income (expense), net	(8,431)		(17,052)		(26,245)		(31,461)
Net income	$	388,085	$	504,123	$	1,090,763	$	1,302,426

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Note 8 Asset Retirement Obligation

Asset retirement obligations are included in Other deferred liabilities and credits in the Consolidated Balance Sheet.

During the three months ended September 30, 2026, Array performed a review of the assumptions and estimated future costs related to asset retirement obligations. The results of the review and other changes in asset retirement obligations during the nine months ended September 30, 2026 were as follows:


	Asset Retirement Obligations
(Dollars in thousands)
Balance at December 31, 2025	$	200,864
Additional liabilities accrued	15,783
Revisions in estimated cash outflows	17,287
Disposition of assets	(1,615)
Accretion expense	7,834
Balance at September 30, 2026	$	240,153

Note 9 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.


	September 30, 2026		December 31, 2025
(Dollars in thousands)
Assets


Accounts receivable	$	1,377	$	1,445

Other current assets	246		338


Non-current assets held for sale	—		1,853
Property, plant and equipment, net	15,742		16,997
Operating lease right-of-use assets	22,141		23,219
Other assets and deferred charges	1,604		1,145
Total assets	$	41,110	$	44,997

Liabilities
Current liabilities	$	2,056	$	2,928

Long-term operating lease liabilities	24,026		25,157
Other deferred liabilities and credits	11,969		13,535
Total liabilities	$	38,051	$	41,620

Other Related Matters

Array made contributions, loans or advances to its VIEs totaling $3.0 million during the nine months ended September 30, 2026 and made no contributions, loans or advances during the nine months ended September 30, 2025.

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Note 10 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, amortization 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".

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Array Digital Infrastructure, Inc.

Additional Required Information

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Array maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) that are designed to ensure that information required to be disclosed in its reports filed or submitted under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to Array’s management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

As required by SEC Rules 13a-15(b), Array carried out an evaluation, under the supervision and with the participation of management, including its principal executive officer and principal financial officer, of the effectiveness of the design and operation of Array’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on this evaluation, Array’s principal executive officer and principal financial officer concluded that Array’s disclosure controls and procedures were effective as of September 30, 2026, at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There have been no changes in internal controls over financial reporting that have occurred during the three months ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, Array’s internal control over financial reporting.

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Legal Proceedings

In April 2018, the United States Department of Justice (DOJ) notified Array and its parent, TDS, that it was conducting inquiries of Array and TDS under the federal False Claims Act relating to Array’s participation in wireless spectrum license auctions 58, 66, 73 and 97 conducted by the FCC. Array is or was a limited partner in several limited partnerships which qualified for the 25% bid credit in each auction. The investigation arose from civil actions under the Federal False Claims Act brought by private parties in the U.S. District Court for the Western District of Oklahoma. In 2019, following the DOJ’s investigation, the DOJ informed Advantage Spectrum, L.P. (Advantage) and King Street Wireless, L.P. (King Street) that it would not intervene in the above-referenced actions. Subsequently, the private party plaintiffs decided to continue the actions on their own. In July 2020, these actions were transferred to the U.S. District Court for the District of Columbia upon the request of Advantage and King Street and over the objection of the Relators. In March 2023, the District Court for the District of Columbia granted Advantage’s and King Street’s motion to dismiss the actions with prejudice. The private party plaintiffs appealed the district court’s decision to grant the motions to dismiss. In April 2025, the U.S. Court of Appeals for the D.C. Circuit affirmed the district court’s dismissal as to the case involving King Street. Plaintiffs filed a petition for certiorari with the U.S. Supreme Court on September 5, 2025. On January 12, 2026, the Supreme Court denied the petition. The King Street case is now concluded. In the Advantage case, on September 26, 2025, the D.C. Circuit reversed the district court’s decision dismissing the case and remanded that case to the district court for further proceedings. On January 22, 2026, the defendants filed a motion to dismiss in the Advantage case. On August 7, 2026, the district court denied defendants’ motion to dismiss. On October 6, 2026, the district court entered a scheduling order setting forth the pre-trial deadlines and discovery parameters. Array believes that the Relators' claims are without merit and that Advantage’s and King Street’s participation in FCC auctions complied with applicable law and FCC Rules.

On January 31, 2025, a stockholder derivative lawsuit was filed in the Circuit Court of Cook County, Illinois, Chancery Division against certain TDS and Array directors and officers, and nominal defendant TDS. The derivative lawsuit takes issue with certain public statements made between May 6, 2022 and November 3, 2022 regarding, among other things, Array's business strategies to address subscriber demand, alleging that the fact that the statements were made was a breach of fiduciary duty on the part of the officer and director defendants, and bringing claims for indemnification and contribution against the officer and director defendants and Array. In addition to indemnification and contribution, the plaintiff seeks money damages and the implementation of certain governance proposals. On July 21, 2025, a motion to intervene in the lawsuit was filed by the stockholder plaintiff who had previously filed a stockholder derivative lawsuit in the United States District Court for the Northern District of Illinois and subsequently dismissed that federal court lawsuit. The defendants filed a motion to dismiss the Circuit Court lawsuit on July 23, 2025. On September 29, 2025, the proposed intervenor withdrew her motion to intervene. A hearing on the motion to dismiss was held on October 6, 2025, and the motion remains pending. Array is unable at this time to determine whether the outcome of these actions would have a material impact on its results of operations, financial condition, or cash flows. Array intends to contest plaintiffs' claims vigorously on the merits.

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Unregistered Sales of Equity Securities and Use of Proceeds

In November 2009, Array announced by Form 8-K that the Board of Directors of Array authorized the repurchase of up to 1,300,000 additional Common Shares on an annual basis beginning in 2009 and continuing each year thereafter, on a cumulative basis. In December 2016, the Array Board amended this authorization to provide that, beginning on January 1, 2017, the increase in the authorized repurchase amount with respect to a particular year will be any amount from zero to 1,300,000 Common Shares, as determined by the Pricing Committee of the Board of Directors, and that if the Pricing Committee did not specify an additional amount for any year, such additional amount would be zero for such year. The Pricing Committee has not specified any increase in the authorization since that time. The Pricing Committee also was authorized to decrease the cumulative amount of the authorization at any time, but has not taken any action to do so at this time. The authorization provides that share repurchases will be made pursuant to open market purchases, block purchases in compliance with Rule 10b-18 of the Exchange Act or Rule 10b5-1 of the Exchange Act, or pursuant to accelerated share repurchase arrangements, prepaid share repurchases, private purchases, or otherwise, depending on market prices and other conditions. This authorization does not have an expiration date.

The maximum number of shares that may yet be purchased was 658,107 as of September 30, 2026. Array did not determine to terminate the foregoing Common Share repurchase program, as amended. There were no purchases made by or on behalf of Array, or any purchases made by any "affiliated purchaser" (as defined by the SEC) of Array, of Array Common Shares during the quarter covered by this Form 10-Q.

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Other Information

Rule 10b5-1 Trading Arrangements

During the three months ended September 30, 2026, none of Array’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) has adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5–1 trading arrangement (each as defined in Item 408 of Regulation S-K).

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Exhibits


Exhibit Number			Description of Documents

Exhibit 31.1			Principal executive officer certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.

Exhibit 31.2			Principal financial officer certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.

Exhibit 32.1			Principal executive officer certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.

Exhibit 32.2			Principal financial officer certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.

Exhibit 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.

Exhibit 101.SCH			Inline XBRL Taxonomy Extension Schema Document

Exhibit 101.PRE			Inline XBRL Taxonomy Presentation Linkbase Document

Exhibit 101.CAL			Inline XBRL Taxonomy Calculation Linkbase Document

Exhibit 101.LAB			Inline XBRL Taxonomy Label Linkbase Document

Exhibit 101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document

Exhibit 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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Form 10-Q Cross Reference Index
Item Number			Page No.
Part I.	Financial Information

	Item 1.	Financial Statements (Unaudited)	19 - 27
		Notes to Consolidated Financial Statements	28 - 34

	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1 - 16

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18

	Item 4.	Controls and Procedures	35

Part II.	Other Information

	Item 1.	Legal Proceedings	36

	Item 1A.	Risk Factors	17

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37

	Item 5.	Other Information	38

	Item 6.	Exhibits	39

Signatures			41

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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 thereunto duly authorized.

ARRAY DIGITAL INFRASTRUCTURE, INC.

(Registrant)

Date:

November 6, 2026

/s/ Anthony J. M. Carlson

Anthony J. M. Carlson
President and Chief Executive Officer
(principal executive officer)

Date:

November 6, 2026

/s/ Vicki L. Villacrez

Vicki L. Villacrez
Executive Vice President, Chief Financial Officer and Treasurer
(principal financial officer)

Array Digital Infrastructure - 10-Q quarterly report FY2026 Q3

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