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Item 8. Financial Statements and Supplementary Data

2026-02-20 compared with 2025-02-21 · 609 added, 776 removed, 526 unchanged (72% of the section changed)

10 unchanged sentences

Report of Independent Registered Public Accounting Firm

Consolidated Quarterly Information (Unaudited)

Index to Financial Statements and Supplementary Data

Financial Statements

United States Cellular Corporation

Array Digital Infrastructure, Inc.

Consolidated Statement of Operations

Year Ended December 31, 2025 2024 2023

(Dollars and shares in millions, except per share amounts)

(Dollars and shares in thousands, except per share amounts)

Operating revenues

Service $ 2,987 $ 3,044 $ 3,125

Equipment sales 783 862 1,044

Site rental $ 154,654 $ 102,610 $ 100,382

Services 8,307 323 87

Total operating revenues 162,961 102,933 100,469

Operating expenses

System operations (excluding Depreciation, amortization and accretion reported below) 724 740 755

Cost of equipment sold 906 988 1,216

Cost of operations (excluding Depreciation, amortization and accretion reported below) 79,485 72,997 67,890

Selling, general and administrative 84,444 102,556 101,407

2 unchanged sentences

(Gain) loss on asset disposals, net 1,746 809 ( 4,417 )

(Gain) loss on sale of business and other exit costs, net — — ( 1 )

(Gain) loss on license sales and exchanges, net ( 6,123 ) 3,460 ( 2,170 )

1 unchanged sentence

Operating income (loss) ( 92,532 ) ( 260,335 ) ( 112,225 )

Investment and other income (expense)

Other income (expense)

Equity in earnings of unconsolidated entities 173,754 161,364 158,296

1 unchanged sentence

Interest expense ( 28,222 ) ( 12,405 ) ( 14,606 )

Total investment and other income (expense) ( 10 ) ( 28 ) 3

Short-term imputed spectrum lease income 69,033 — —

Other, net 169 — ( 7 )

Total other income 233,651 160,615 153,457

Income (loss) before income taxes 141,119 ( 99,720 ) 41,232

Income tax expense 10 53 37

Income tax expense (benefit) ( 31,148 ) ( 19,256 ) 32,855

Net income (loss) from continuing operations 172,267 ( 80,464 ) 8,377

Net income from continuing operations attributable to noncontrolling interests, net of tax 2,615 5,411 1,306

Net income (loss) from continuing operations attributable to Array shareholders 169,652 ( 85,875 ) 7,071

Net income (loss) from discontinued operations ( 103,074 ) 48,886 49,540

Net income from discontinued operations attributable to noncontrolling interests, net of tax 17,822 2,414 2,152

Net income (loss) from discontinued operations attributable to Array shareholders ( 120,896 ) 46,472 47,388

Net income (loss) 69,193 ( 31,578 ) 57,917

Net income attributable to noncontrolling interests, net of tax 20,437 7,825 3,458

Net income (loss) attributable to UScellular shareholders $ ( 39 ) $ 54 $ 30

Net income (loss) attributable to Array shareholders $ 48,756 $ ( 39,403 ) $ 54,459

Index to Financial Statements and Supplementary Data

Array Digital Infrastructure, Inc.

Consolidated Statement of Operations

Year Ended December 31, 2025 2024 2023

(Dollars and shares in thousands, except per share amounts)

Basic weighted average shares outstanding 85,908 85,633 85,185

Basic earnings (loss) per share attributable to UScellular shareholders $ ( 0.46 ) $ 0.64 $ 0.35

Basic earnings (loss) per share from continuing operations attributable to Array shareholders $ 1.98 $ ( 1.00 ) $ 0.08

Basic earnings (loss) per share from discontinued operations attributable to Array shareholders $ ( 1.41 ) $ 0.54 $ 0.56

Basic earnings (loss) per share attributable to Array shareholders $ 0.57 $ ( 0.46 ) $ 0.64

Diluted weighted average shares outstanding 87,293 85,633 86,732

Diluted earnings (loss) per share attributable to UScellular shareholders $ ( 0.46 ) $ 0.63 $ 0.35

Diluted earnings (loss) per share from continuing operations attributable to Array shareholders $ 1.94 $ ( 1.00 ) $ 0.08

Diluted earnings (loss) per share from discontinued operations attributable to Array shareholders $ ( 1.38 ) $ 0.54 $ 0.55

Diluted earnings (loss) per share attributable to Array shareholders $ 0.56 $ ( 0.46 ) $ 0.63

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

Index to Financial Statements and Supplementary Data

United States Cellular Corporation

Array Digital Infrastructure, Inc.

Consolidated Statement of Cash Flows

Year Ended December 31, 2025 2024 2023

(Dollars in millions)

(Dollars in thousands)

Cash flows from operating activities

Net income (loss) $ 69,193 $ ( 31,578 ) $ 57,917

Net income (loss) from discontinued operations ( 103,074 ) 48,886 49,540

Net income (loss) from continuing operations 172,267 ( 80,464 ) 8,377

Add (deduct) adjustments to reconcile net income (loss) to net cash flows from operating activities

7 unchanged sentences

(Gain) loss on asset disposals, net 1,746 809 ( 4,417 )

(Gain) loss on sale of business and other exit costs, net — — ( 1 )

(Gain) loss on license sales and exchanges, net ( 6,123 ) 3,460 ( 2,170 )

2 unchanged sentences

Accounts receivable ( 6,628 ) 4,856 ( 1,527 )

Equipment installment plans receivable ( 37 ) ( 20 ) ( 199 )

Inventory 21 62 ( 88 )

Accounts payable ( 9,339 ) ( 35,473 ) ( 17,958 )

2 unchanged sentences

Other assets and liabilities ( 100,661 ) 8,857 ( 1,276 )

Net cash provided by operating activities - continuing operations 75,129 38,370 49,352

Net cash provided by operating activities - discontinued operations 125,707 844,095 817,505

Net cash provided by operating activities 200,836 882,465 866,857

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Cash paid for licenses ( 4,175 ) ( 19,198 ) ( 128,597 )

Cash received from divestitures 5,439 — 1,000

Other investing activities 1,301 — 15,314

Net cash used in investing activities ( 556 ) ( 721 ) ( 1,179 )

Net cash used in investing activities - continuing operations ( 24,635 ) ( 37,664 ) ( 152,919 )

Net cash provided by (used in) investing activities - discontinued operations 2,462,399 ( 518,572 ) ( 568,026 )

Net cash provided by (used in) investing activities 2,437,764 ( 556,236 ) ( 720,945 )

Cash flows from financing activities

1 unchanged sentence

Repayment of long-term debt ( 875,250 ) ( 248,000 ) ( 452,500 )

Issuance of short-term debt — — 110

Repayment of short-term debt — — ( 60,000 )

Common Shares reissued for stock-based compensation awards, net of tax payments ( 11 ) ( 6 ) ( 5 )

Tax withholdings, net of cash receipts, for Array stock-based compensation awards ( 63,446 ) ( 11,246 ) ( 5,870 )

Repurchase of Common Shares ( 21,360 ) ( 54,091 ) —

Dividends paid to Array shareholders ( 1,986,719 ) — —

Payment of debt issuance costs ( 6,418 ) — ( 1,600 )

Distributions to noncontrolling interests ( 27,612 ) ( 4,716 ) ( 3,312 )

Cash paid for software license agreements ( 66 ) ( 66 ) ( 22 )

Other financing activities ( 8,000 ) ( 2,316 ) ( 412 )

Net cash provided by (used in) financing activities ( 347 ) ( 274 ) 456

Net increase (decrease) in cash, cash equivalents and restricted cash ( 20 ) ( 129 ) 109

Net cash used in financing activities - continuing operations ( 2,663,805 ) ( 280,369 ) ( 208,694 )

Net cash used in financing activities - discontinued operations ( 20,537 ) ( 66,632 ) ( 65,600 )

Net cash used in financing activities ( 2,684,342 ) ( 347,001 ) ( 274,294 )

Net decrease in cash, cash equivalents and restricted cash ( 45,742 ) ( 20,772 ) ( 128,382 )

Cash, cash equivalents and restricted cash

3 unchanged sentences

Index to Financial Statements and Supplementary Data

United States Cellular Corporation

Array Digital Infrastructure, Inc.

Consolidated Balance Sheet — Assets

December 31, 2025 2024

(Dollars in millions)

(Dollars in thousands)

Current assets

Cash and cash equivalents

$ 113,400 $ 143,730

Accounts receivable

Customers and agents, less allowances of $ 63 and $ 66 , respectively

Other, less allowances of $ 3,090 and $ 1,540 , respectively

Inventory, net

14,236 11,473

Prepaid expenses

Income taxes receivable

Current assets of discontinued operations — 1,163,032

Other current assets

Total current assets

Assets held for sale — 15

144,787 1,344,870

Non-current assets held for sale 1,591,675 12

Non-current assets of discontinued operations — 4,499,069

Licenses 1,642,187 3,281,508

Investments in unconsolidated entities 412,608 453,938

Property, plant and equipment

In service and under construction

Accumulated depreciation and amortization

Property, plant and equipment, net

Property, plant and equipment, net of accumulated depreciation and amortization of $ 690,007 and $ 653,624 , respectively

388,999 384,021

Operating lease right-of-use assets 472,995 465,274

4 unchanged sentences

Index to Financial Statements and Supplementary Data

United States Cellular Corporation

Array Digital Infrastructure, Inc.

Consolidated Balance Sheet — Liabilities and Equity

December 31, 2025 2024

(Dollars and shares in millions, except per share amounts)

(Dollars and shares in thousands, except per share amounts)

Current liabilities

7 unchanged sentences

Short-term operating lease liabilities 15,294 16,133

Current liabilities of discontinued operations 20,242 671,575

Other current liabilities 14,843 19,340

Total current liabilities 199,988 883,771

Non-current liabilities of discontinued operations — 2,310,660

Deferred liabilities and credits

5 unchanged sentences

Noncontrolling interests with redemption features — 15,831

UScellular shareholders’ equity

Array shareholders’ equity

Series A Common and Common Shares

1 unchanged sentence

Issued 88,074 shares ( 33,006 Series A Common and 55,068 Common Shares)

Outstanding 85 shares ( 33 Series A Common and 52 Common Shares)

Outstanding 86,380 shares ( 33,006 Series A Common and 53,374 Common Shares) and 85,094 shares ( 33,006 Series A Common and 52,088 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 1,795,369 1,782,219

Treasury shares, at cost, 3 Common Shares

Treasury shares, at cost, 1,694 and 2,980 Common Shares, respectively

( 85,606 ) ( 111,589 )

Retained earnings 769,789 2,818,002

Total UScellular shareholders' equity 4,577 4,626

Total Array shareholders' equity 2,567,626 4,576,706

Noncontrolling interests 6,931 14,947

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

1 The consolidated total assets as of December 31, 2024 and 2023, include assets held by consolidated variable interest entities (VIEs) of $ 1,011 million and $ 1,217 million, respectively, which are not available to be used to settle the obligations of UScellular.

The consolidated total liabilities as of December 31, 2024 and 2023, include certain liabilities of consolidated VIEs of $ 27 million and $ 26 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of UScellular.

1 The consolidated total assets as of December 31, 2025 and 2024, include assets held by current consolidated variable interest entities (VIEs) of $ 45.0 million and $ 193.4 million, respectively, which are not available to be used to settle the obligations of Array.

The consolidated total liabilities as of December 31, 2025 and 2024, include certain liabilities of current consolidated VIEs of $ 11.1 million and $ 24.6 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Array.

See Note 14 — Variable Interest Entities for additional information.

Index to Financial Statements and Supplementary Data

United States Cellular Corporation

Array Digital Infrastructure, Inc.

Consolidated Statement of Changes in Equity

UScellular Shareholders

Array Shareholders

shareholders'

equity Noncontrolling

(Dollars in millions)

(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 (loss) attributable to UScellular shareholders — — — ( 39 ) ( 39 ) — ( 39 )

Net income (loss) attributable to Array shareholders — — — 48,756 48,756 — 48,756

Net income attributable to noncontrolling interests classified as equity — — — — — 19,596 19,596

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 )

4 unchanged sentences

Index to Financial Statements and Supplementary Data

United States Cellular Corporation

Array Digital Infrastructure, Inc.

Consolidated Statement of Changes in Equity

UScellular Shareholders

Array Shareholders

shareholders'

equity Noncontrolling

(Dollars in millions)

(Dollars in thousands)

December 31, 2023 $ 88,074 $ 1,726,275 $ ( 80,101 ) $ 2,892,127 $ 4,626,375 $ 15,439 $ 4,641,814

Net income (loss) attributable to UScellular shareholders — — — 54 54 — 54

Net income (loss) attributable to Array shareholders — — — ( 39,403 ) ( 39,403 ) — ( 39,403 )

Net income attributable to noncontrolling interests classified as equity — — — — — 3,109 3,109

Repurchase of Common Shares — — ( 54,844 ) — ( 54,844 ) — ( 54,844 )

Incentive and compensation plans — 55,944 23,356 ( 34,722 ) 44,578 — 44,578

3 unchanged sentences

Index to Financial Statements and Supplementary Data

United States Cellular Corporation

Array Digital Infrastructure, Inc.

Consolidated Statement of Changes in Equity

UScellular Shareholders

Array Shareholders

shareholders'

equity Noncontrolling

(Dollars in millions)

(Dollars in thousands)

December 31, 2022 $ 88,074 $ 1,702,985 $ ( 98,182 ) $ 2,861,652 $ 4,554,529 $ 15,751 $ 4,570,280

Net income (loss) attributable to UScellular shareholders — — — 30 30 — 30

Net income (loss) attributable to Array shareholders — — — 54,459 54,459 — 54,459

Net income attributable to noncontrolling interests classified as equity — — — — — 2,999 2,999

Repurchase of Common Shares — — ( 43 ) — ( 43 ) — ( 43 )

Incentive and compensation plans — 23,290 18,081 ( 23,984 ) 17,387 — 17,387

3 unchanged sentences

Index to Financial Statements and Supplementary Data

United States Cellular Corporation

Array Digital Infrastructure, Inc.

Notes to Consolidated Financial Statements

Note 1 Summary of Significant Accounting Policies and Recent Accounting Pronouncements

United States Cellular Corporation (UScellular), a Delaware Corporation, is an 83 %-owned subsidiary of Telephone and Data Systems, Inc.

On August 1, 2025, United States Cellular Corporation changed its name to Array Digital Infrastructure, Inc.

Array is used throughout this report even when referring to historical periods.

As of December 31, 2025, Array, a Delaware Corporation, is an 82.0 %-owned subsidiary of Telephone and Data Systems, Inc.

The Notes to Consolidated Financial Statements are presented for continuing operations, except for Note 2 — Discontinued Operations.

Nature of Operations

UScellular provides wireless service throughout its footprint, and leases tower space to third-party carriers on UScellular-owned towers.

As of December 31, 2024, UScellular served customers with 4.4 million retail connections.

UScellular has two reportable segments – Wireless and Towers.

Change in Reportable Segments

During the second quarter of 2024, UScellular modified its reporting structure due to the planned disposal of its wireless operations and, as a result, disaggregated its operations into two reportable segments – Wireless and Towers.

This presentation reflects how UScellular's chief operating decision maker allocates resources and evaluates operating performance following this strategic shift.

Prior periods have been updated to conform to the new reportable segments.

See Note 19 — Business Segment Information for additional information about UScellular's segments.

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 December 31, 2025, Array owns 4,450 towers in 19 states.

Array has one reportable segment.

Through July 31, 2025, Array provided wireless communication services;

these operations and certain wireless spectrum licenses were disposed of on August 1, 2025.

Principles of Consolidation

The accounting policies of UScellular 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).

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 UScellular, subsidiaries in which it has a controlling financial interest, general partnerships in which UScellular has a majority partnership interest and certain entities in which UScellular has a variable interest that requires consolidation into the UScellular financial statements under GAAP.

See Note 15 — Variable Interest Entities for additional information relating to UScellular’s VIEs.

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.

See Note 14 — Variable Interest Entities for additional information relating to Array’s VIEs.

Intercompany accounts and transactions have been eliminated.

The Consolidated Statement of Comprehensive Income was not included because comprehensive income for the years ended December 31, 2025, 2024 and 2023 equaled net income.

Certain numbers included herein are rounded to millions for ease of presentation;

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.

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Cash and cash equivalents subject to contractual restrictions are classified as restricted cash.

Restricted cash primarily consists of balances required under the receivables securitization agreement.

As of December 31, 2024, restricted cash primarily consists of balances required under the receivables securitization agreement.

See Note 12 — Debt for additional information related to the receivables securitization agreement.

1 unchanged sentence

December 31, 2025 2024

(Dollars in millions)

(Dollars in thousands)

Cash and cash equivalents $ 113,400 $ 143,730

2 unchanged sentences

Accounts Receivable and Allowance for Credit Losses

Accounts receivable consist primarily of amounts owed by customers for wireless services and equipment sales, including sales of certain devices and accessories under installment plans, by agents and third-party distributors for sales of equipment to them and by other wireless carriers whose customers have used UScellular’s wireless systems.

Index to Financial Statements and Supplementary Data

UScellular estimates expected credit losses related to accounts receivable balances based on a review of available and relevant information including current economic conditions, projected economic conditions, historical loss experience, account aging, and other factors that could affect collectability.

Accounts receivable primarily consist of amounts owed by customers for space on towers, including site inspections, structural analyses and other fees.

Array estimates expected credit losses related to accounts receivable balances based on a review of available and relevant information including current economic conditions, projected economic conditions, historical loss experience, account aging, and other factors that could affect collectability.

Expected credit losses are determined for each pool of accounts receivable balances that share similar risk characteristics.

The allowance for credit losses is the best estimate of the amount of expected credit losses related to existing accounts receivable.

UScellular does not have any off-balance sheet credit exposure related to its customers.

Inventory consists primarily of wireless devices stated at the lower of cost, which approximates cost determined on a first-in first-out basis, or net realizable value.

Net realizable value is determined by reference to the stand-alone selling price.

Cloud-Hosted Arrangements

UScellular's cloud-hosted arrangements that are service contracts consist primarily of software used to perform administrative functions.

Implementation costs related to UScellular's cloud-hosted arrangements, which are recorded in Prepaid expenses and Other assets and deferred charges in the Consolidated Balance Sheet, were as follows:

December 31, 2024 2023

(Dollars in millions)

Implementation costs, gross $ 97 $ 89

Accumulated amortization ( 86 ) ( 65 )

Implementation costs, net $ 11 $ 24

These costs are amortized over the period of the service contract, which is generally three to five years .

Amortization of implementation costs was $ 19 million, $ 17 million and $ 18 million for the years ended December 31, 2024, 2023 and 2022, respectively, and was included in Selling, general and administrative expenses.

Licenses consist of direct and incremental costs incurred in acquiring Federal Communications Commission (FCC) wireless spectrum licenses that generally provide UScellular with the exclusive right to utilize designated radio spectrum within specific geographic service areas to provide wireless service.

Array does not have any off-balance sheet credit exposure related to its customers.

Index to Financial Statements and Supplementary Data

Inventory consisted primarily of wireless devices stated at the lower of cost, which approximated cost determined on a first-in first-out basis, or net realizable value.

Net realizable value was determined by reference to the stand-alone selling price.

All inventory balances are included in discontinued operations.

Licenses consist of direct and incremental costs incurred in acquiring Federal Communications Commission (FCC) wireless spectrum licenses that generally provide Array with the exclusive right to utilize designated radio spectrum within specific geographic service areas to provide wireless service.

Although wireless spectrum licenses are issued for a fixed period of time, generally ten years , or in some cases twelve or fifteen years , the FCC has granted license renewals routinely and at a nominal cost.

The wireless spectrum licenses held by UScellular expire at various dates.

UScellular believes that it is probable that its future wireless spectrum license renewal applications will be granted.

UScellular applies a consistent treatment to its wireless spectrum licenses with FCC build-out requirements that have not yet been satisfied as UScellular believes it is reasonable to assume that such requirements will be met by the FCC imposed deadlines.

UScellular determined that there are currently no legal, regulatory, contractual, competitive, economic or other factors that limit the useful lives of the wireless spectrum licenses.

Therefore, UScellular has determined that wireless spectrum licenses are indefinite-lived intangible assets.

UScellular performs its annual impairment assessment of wireless spectrum licenses as of November 1 of each year or more frequently if there are events or circumstances that cause UScellular to believe it is more likely than not that the carrying value of wireless spectrum licenses exceeds fair value.

For purposes of its impairment test, UScellular had twelve units of accounting in 2024 and one unit of accounting in 2023.

UScellular performed a quantitative impairment assessment in the third quarter of 2024 and a qualitative impairment assessment as of its annual testing date of November 1, 2024 to determine whether the wireless spectrum licenses were impaired.

The wireless spectrum licenses held by Array expire at various dates.

Array believes that it is probable that its future wireless spectrum license renewal applications will be granted.

Array applies a consistent treatment to its wireless spectrum licenses with FCC build-out requirements that have not yet been satisfied as Array believes it is reasonable to assume that such requirements will be met by the FCC imposed deadlines.

However, Array's efforts to opportunistically monetize its remaining spectrum assets not subject to executed agreements may impact future build-out requirements and wireless spectrum license renewal applications.

Array determined that there are currently no legal, regulatory, contractual, competitive, economic or other factors that limit the useful lives of the wireless spectrum licenses.

Therefore, Array has determined that wireless spectrum licenses are indefinite-lived intangible assets.

Array performs its annual impairment assessment of wireless spectrum licenses as of November 1 of each year or more frequently if there are events or circumstances that cause Array to believe it is more likely than not that the carrying value of wireless spectrum licenses exceeds fair value.

For purposes of its impairment test, Array had seven units of accounting in 2025 and twelve units of accounting in 2024.

Array performed a quantitative impairment assessment of certain wireless spectrum licenses in the third quarter of 2025 and a qualitative impairment assessment as of its annual testing date of November 1, 2025 to determine whether the wireless spectrum licenses were impaired.

Based on the impairment assessment performed during the third quarter of 2025, an impairment of wireless spectrum licenses was recorded.

There was no further quantitative assessment or impairment indicated in the fourth quarter of 2025.

See Note 8 — Intangible Assets for additional details related to the wireless spectrum license impairment.

In 2023, UScellular performed a quantitative assessment and concluded that there was no impairment of wireless spectrum licenses.

Array performed a quantitative impairment assessment in the third quarter of 2024 and a qualitative impairment assessment as of its annual testing date of November 1, 2024 to determine whether the wireless spectrum licenses were impaired.

Based on the impairment assessment performed during the third quarter of 2024, an impairment of wireless spectrum licenses was recorded.

There was no further quantitative assessment or impairment indicated in the fourth quarter of 2024.

See Note 7 — Intangible Assets for additional details related to the wireless spectrum license impairments.

Investments in Unconsolidated Entities

For its equity method investments for which financial information is readily available, UScellular records its equity in the earnings of the entity in the current period.

For its equity method investments for which financial information is not readily available, UScellular records its equity in the earnings of the entity on a one quarter lag basis.

For its equity method investments for which financial information is readily available, Array records its equity in the earnings of the entity in the current period.

For its equity method investments for which financial information is not readily available, Array records its equity in the earnings of the entity on a one quarter lag basis.

Property, Plant and Equipment

UScellular’s Property, plant and equipment is stated at the original cost of construction or purchase including capitalized costs of certain taxes, payroll-related expenses, interest and estimated costs to remove the assets.

Index to Financial Statements and Supplementary Data

Array’s Property, plant and equipment is stated at the original cost of construction or purchase including capitalized costs of certain taxes, payroll-related expenses, interest and estimated costs to remove the assets.

Expenditures that enhance the productive capacity of assets in service or extend their useful lives are capitalized and depreciated.

Expenditures for maintenance and repairs of assets in service are charged to System operations expense or Selling, general and administrative expense, as applicable.

Expenditures for maintenance and repairs of assets in service are charged to Cost of operations or Selling, general and administrative expense, as applicable.

Retirements and disposals of assets are recorded by removing the original cost of the asset (along with the related accumulated depreciation) from plant in service and recording it, together with proceeds, if any, and net removal costs (removal costs less an applicable accrued asset retirement obligation and salvage value realized), as a gain or loss, as appropriate.

2 unchanged sentences

Depreciation is provided using the straight-line method over the estimated useful life of the related asset.

UScellular depreciates leasehold improvement assets over periods ranging from one year to thirty years ;

Array depreciates leasehold improvement assets over periods ranging from one year to thirty years ;

such periods approximate the shorter of the assets’ economic lives or the specific lease terms.

Useful lives of specific assets are reviewed throughout the year to determine if changes in technology or other business changes would warrant accelerating the depreciation of those specific assets.

There were no material changes to the assigned useful lives of the various categories of property, plant and equipment in 2024, 2023 or 2022.

See Note 9 — Property, Plant and Equipment for additional details related to useful lives.

Index to Financial Statements and Supplementary Data

Impairment of Long-Lived Assets

UScellular reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable.

Due to its plan to divest of its wireless operations, UScellular expects to generate cash flows from the wireless operations separately from the retained business and during 2024, bifurcated the historical single asset group into two asset groups – wireless and towers.

See Note 7 — Divestitures for additional information.

It is possible that any outcomes of the strategic alternatives review could change the composition of UScellular's long-lived assets, how UScellular may derive cash flows from these assets and may result in uncertainty related to asset recoverability.

This may impact UScellular's asset groups for purposes of assessing property, plant and equipment for impairment and may require an impairment assessment to be performed which may result in the need to write down certain long-lived assets in the near term.

Array reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable.

Array has one asset group for purposes of assessing property, plant and equipment for impairment based on the integrated nature of its assets and operations.

A lease is generally present in a contract if the lessee controls the use of identified property, plant or equipment for a period of time in exchange for consideration.

See Note 10 — Leases for additional details related to leases.

Agent Liabilities

UScellular has relationships with agents, which are independent businesses that obtain customers for UScellular.

At December 31, 2024 and 2023, UScellular had accrued $ 44 million and $ 50 million, respectively, in agent related liabilities.

These amounts are included in Other current liabilities in the Consolidated Balance Sheet.

Debt Issuance Costs

Debt issuance costs include underwriters’ and legal fees and other charges related to issuing and renewing various borrowing instruments and other long-term agreements and are amortized over the respective term of each instrument.

Debt issuance costs related to UScellular’s revolving credit and receivables securitization agreements are recorded in Other assets and deferred charges in the Consolidated Balance Sheet.

Debt issuance costs related to Array’s revolving credit agreement are recorded in Other assets and deferred charges in the Consolidated Balance Sheet.

All other debt issuance costs are presented as an offset to the related debt obligation in the Consolidated Balance Sheet.

Asset Retirement Obligations

UScellular records asset retirement obligations for the fair value of legal obligations associated with asset retirements and a corresponding increase in the carrying amount of the related long-lived asset in the period in which the obligations are incurred.

In periods subsequent to initial measurement, UScellular recognizes changes in the liability resulting from the passage of time and updates to the timing or the amount of the original estimates.

Array records asset retirement obligations for the fair value of legal obligations associated with asset retirements and a corresponding increase in the carrying amount of the related long-lived asset in the period in which the obligations are incurred.

In periods subsequent to initial measurement, Array recognizes changes in the liability resulting from the passage of time and updates to the timing or the amount of the original estimates.

The liability is accreted to its estimated settlement date value over the period to the estimated settlement date.

2 unchanged sentences

Treasury Shares

Common Shares repurchased by UScellular are recorded at cost as treasury shares and result in a reduction of equity.

When treasury shares are reissued, UScellular determines the cost using the first-in, first-out cost method.

Common Shares repurchased by Array are recorded at cost as treasury shares and result in a reduction of equity.

When treasury shares are reissued, Array determines the cost using the first-in, first-out cost method.

The difference between the cost of the treasury shares and reissuance price is included in Additional paid-in capital or Retained earnings.

Index to Financial Statements and Supplementary Data

Revenue Recognition

Revenues from sales of equipment and products are recognized when control has transferred to the customer, agent or third-party distributor.

Service revenues are recognized as the related service is provided.

See Note 2 — Revenue Recognition for additional information on UScellular's policies related to Revenues.

Advertising Costs

UScellular expenses advertising costs as incurred.

Advertising costs totaled $ 182 million, $ 181 million and $ 171 million in 2024, 2023 and 2022, respectively.

UScellular is included in a consolidated federal income tax return with other members of the TDS consolidated group.

For financial statement purposes, UScellular and its subsidiaries calculate their income, income taxes and credits as if they comprised a separate affiliated group.

Under a tax allocation agreement between TDS and UScellular, UScellular remits its applicable income tax payments to and receives applicable tax refunds from TDS.

UScellular had no tax receivable balance with TDS as of December 31, 2024 and 2023, respectively.

Array receives tower rental revenues when a customer leases space on an Array-owned tower.

Array recognizes Site rental revenue on a straight-line basis over the term of the contract.

Site rental revenues are generally billed and paid in advance on a monthly basis.

Array also recognizes revenue for tower site inspections, structural analyses and other fees when billed to the customer.

Array is included in a consolidated federal income tax return with other members of the TDS consolidated group.

For financial statement purposes, Array and its subsidiaries calculate their income, income taxes and credits as if they comprised a separate affiliated group.

Under a tax allocation agreement between TDS and Array, Array remits its applicable income tax payments to and receives applicable tax refunds from TDS.

Array had no material tax receivable balance with TDS as of December 31, 2025 and 2024, respectively.

Deferred taxes are computed using the liability method, whereby deferred tax assets are recognized for future deductible temporary differences and operating loss carryforwards, and deferred tax liabilities are recognized for future taxable temporary differences.

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Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

UScellular evaluates income tax uncertainties, assesses the probability of the ultimate settlement with the applicable taxing authority and records an amount based on that assessment.

Array evaluates income tax uncertainties, assesses the probability of the ultimate settlement with the applicable taxing authority and records an amount based on that assessment.

Deferred taxes are reported as a net non-current asset or liability by jurisdiction.

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Stock-Based Compensation and Other Plans

UScellular has established a long-term incentive plan and a non-employee director compensation plan.

Array has established a long-term incentive plan and a non-employee director compensation plan.

These plans are considered compensatory plans, and therefore recognition of costs for grants made under these plans is required.

UScellular recognizes stock compensation expense based upon the estimated fair value of the specific awards granted on a straight-line basis over the requisite service period, which generally represents the vesting period.

Array recognizes stock compensation expense based upon the estimated fair value of the specific awards granted on a straight-line basis over the requisite service period, which generally represents the vesting period.

Stock-based compensation cost recognized has been reduced for estimated forfeitures.

Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

See Note 18 — Stock-Based Compensation for additional information.

Index to Financial Statements and Supplementary Data

Defined Contribution Plans

UScellular participates in a qualified noncontributory defined contribution pension plan sponsored by TDS;

such plan provides pension benefits for the employees of UScellular and its subsidiaries.

Array participates in a qualified noncontributory defined contribution pension plan sponsored by TDS;

such plan provides pension benefits for the employees of Array and its subsidiaries.

Under this plan, pension costs are calculated separately for each participant and are funded annually.

Pension costs were $ 12 million, $ 11 million and $ 12 million in 2024, 2023 and 2022, respectively.

UScellular also participates in a defined contribution retirement savings plan (401(k) plan) sponsored by TDS.

Total costs incurred for UScellular’s contributions to the 401(k) plan were $ 15 million for each of 2024, 2023 and 2022.

Beginning in 2026, Array will no longer make contributions to the plan.

Array also participates in a defined contribution retirement savings plan (401(k) plan) sponsored by TDS.

Recently Issued Accounting Pronouncements

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ASU 2024-03 is effective on a prospective or retrospective basis for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

UScellular is evaluating the impact this ASU will have on its financial statement disclosures.

Array is evaluating the impact this ASU will have on its financial statement disclosures.

In September 2025, the FASB issued ASU 2025-06 Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) – Targeted Improvements to the Accounting for Internal-Use Software .

ASU 2025-06 provides targeted improvements to the accounting for software costs to increase the operability of the recognition guidance considering different methods of software development.

ASU 2025-06 is effective on a prospective or retrospective basis for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

Array will follow ASU 2025-06 to account for its internal-use software after the effective date.

However, this ASU is not expected to have a material impact on Array’s financial statements.

In December 2025, the FASB issued ASU 2025-10 Government Grants (Topic 832) – Accounting for Government Grants Received by Business Entities .

ASU 2025-10 provides specific authoritative guidance for recognition, measurement, and presentation of government grants.

ASU 2025-10 is effective on a prospective or retrospective basis for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods.

Array will follow ASU 2025-10 to account for its government grants after the effective date.

However, this ASU is not expected to have a material impact on Array’s financial statements or disclosures.

In December 2025, the FASB issued ASU 2025-11 Interim Reporting (Topic 270) – Narrow-Scope Improvements .

ASU 2025-11 provides additional guidance on disclosures that should be provided for interim reporting periods.

ASU 2025-11 is effective on a prospective or retrospective basis for interim reporting periods within annual reporting periods beginning after December 15, 2027.

Array will follow ASU 2025-11 for its interim reports after the effective date.

However, this ASU is not expected to have a material impact on Array’s financial statement disclosures.

Note 2 Discontinued Operations

On August 1, 2025, Array sold its wireless operations and select spectrum assets to T-Mobile US, Inc.

(T-Mobile) pursuant to a Securities Purchase Agreement (Securities Purchase Agreement).

Array met the criteria to classify the wireless operations and select spectrum assets sold to T-Mobile as discontinued operations following the receipt of regulatory approval and subsequent closing of the transaction, all of which occurred during the three months ended September 30, 2025.

Total consideration received was $ 4,293.8 million after adjustments which included a combination of $ 2,628.8 million in cash proceeds and $ 1,665.0 million in debt assumed by T-Mobile through the preliminary results of an exchange offer made to Ar ray's debtholders, which subsequently closed on August 5, 2025.

The cash portion of the purchase price was also reduced by unearned contingent consideration o f $ 89.3 million as well as other purchase price adjustments outlined in the Securities Purchase Agreement.

The final cash proceeds are subject to adjustment according to the terms and conditions of the Securities Purchase Agreement.

As of December 31, 2025, Array recorded an estimated purchase price true-up due to T-Mobile of $ 20.2 million, which is classified as Current liabilities of discontinued operations in the Consolidated Balance Sheet.

Array incurred a cash income tax liability on the T-Mobile transaction of approximately $ 250.0 million .

Certain licenses included in the T-Mobile transaction did not transfer to T-Mobile at the time of close and are subject to FCC approval.

At closing, a $ 16.7 million d eferral of the purchase price was recorded related to these spectrum licenses, which is classified as Other deferred liabilities and credits in the Consolidated Balance Sheet .

The closing of the transaction triggered the recognition of certain cash and non-cash obligations.

Such obligations include contingent advisory fees, employee compensation and severance, employee stock award costs, debt extinguishment, income tax expense, administrative costs and restructuring expenses.

Array also may incur significant decommissioning costs for certain equipment and recorded a liability of $ 65.8 million as of December 31, 2025, which is classified as Other deferred liabilities and credits in the Consolidated Balance Sheet.

As of July 31, 2025, the carrying value of the net assets sold to T-Mobile was $ 2,362.1 million.

Array recognized a loss on the transaction of $ 242.2 million in 2025.

Index to Financial Statements and Supplementary Data

Note 2 Revenue Recognition

Nature of goods and services

The following is a description of principal activities from which UScellular generates its revenues.

Under the provisions of certain debt agreements, which did not transfer in the sale, Array was required to repay the outstanding borrowings with proceeds from the sale.

Given that the repayment of debt is contractually triggered by the sale and the debt exchange is directly related to the T-Mobile transaction, the related interest expense is presented within discontinued operations.

See Note 12 — Debt for additional information related to the repayment of debt.

The debt exchange offering closed on August 5, 2025 and resulted in the exchange of $ 1,680.1 million of long-term debt comprised of the following Array notes:

$ 488.9 million of 6.7 % Senior Notes, $ 394.2 million of 6.25 % Senior Notes, $ 401.5 million of 5.5 % March 2070 Senior Notes and $ 395.5 million of 5.5 % June 2070 Senior Notes.

As a result, on August 5, 2025, after the debt exchange, Array retained $ 363.9 million of senior notes, consisting of $ 55.1 million of 6.7% Senior Notes, $ 105.8 million of 6.25% Senior Notes, $ 98.5 million of 5.5% March 2070 Senior Notes, and $ 104.5 million of 5.5% June 2070 Senior Notes.

The write-off of the unamortized discount and debt issuance costs related to the exchanged debt of $ 47.7 million was recorded to (Gain) loss on sale of business and other exit costs, net within discontinued operations in 2025 .

The transaction was structured as an asset sale for income tax purposes.

As a result, no current or deferred tax assets or liabilities were transferred to T-Mobile.

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 for the sole purpose of providing continued, uninterrupted service to customers.

The portion of the purchase price allocated to the use of this spectrum was $ 149.3 million based on an estimate for fair market value and will be recognized to Short-term imputed spectrum lease income in the continuing operations Consolidated Statement of Operations over the one-year term.

As of December 31, 2025, the remaining balance of the deferred purchase price is $ 84.1 million and is classified as Customer deposits and deferred revenues in the Consolidated Balance Sheet.

On August 1, 2025, Array and T-Mobile entered into a Master License Agreement (MLA), pursuant to which, among other things, T-Mobile has agreed to license from Array, for a minimum of 15 years, space on a minimum of 2,015 towers owned by Array.

The MLA also provided that T-Mobile extend the license term for approximately 600 towers owned by Array for a new 15-year term commencing on August 1, 2025.

In addition, the MLA provides terms and conditions for T-Mobile, at its option, to revert certain equipment back to Array and would make Array responsible for any decommissioning, remediation, restoration, or disposal costs of such assets.

Following the close of the transaction, TDS entered into a transition services agreement (TSA) with T-Mobile to provide ongoing services and support.

The TSA is primarily between TDS and T-Mobile and does not materially impact the Array consolidated financial statements.

The following is a description of principal activities from which the discontinued operations generated its revenues.

Services and products Nature, timing of satisfaction of performance obligations, and significant payment terms

Wireless services Wireless service includes voice, messaging and data services.

Revenue is recognized in Service revenues as wireless service is provided to the customer.

Wireless services generally are billed and paid in advance on a monthly basis.

Wireless devices and accessories UScellular offers a comprehensive range of wireless devices such as handsets, tablets, mobile hotspots and routers for purchase by its customers, as well as accessories.

UScellular also sells wireless devices to agents and other third-party distributors for resale.

UScellular frequently discounts wireless devices sold to new and current customers.

UScellular also offers customers the option to purchase certain devices and accessories under installment contracts whereby they pay over a specified time period.

For certain equipment installment plans, after a specified period of time, the customer may have the right to upgrade to a new device.

Such upgrades require the customer to enter into an equipment installment contract for the new device, and transfer the existing device to UScellular.

UScellular recognizes revenue in Equipment sales revenues when control of the device or accessory is transferred to the customer, agent or third-party distributor, which is generally upon delivery.

Wireless roaming UScellular receives roaming revenues when other wireless carriers’ customers use UScellular’s wireless systems.

UScellular recognizes revenue in Service revenues when the roaming service is provided.

Wireless Eligible Telecommunications Carrier (ETC) Revenues Telecommunications companies may be designated by states, or in some cases by the FCC, as an ETC to receive support payments from the Universal Service Fund if they provide specified services in “high cost” areas.

ETC revenues recognized in the reporting period represent the amounts which UScellular is entitled to receive for such period, as determined and approved in connection with UScellular’s designation as an ETC in various states.

Tower rents UScellular receives tower rental revenues when another carrier leases tower space on a UScellular-owned tower.

UScellular recognizes revenue in Service revenues in the period during which the services are provided.

Tower rental revenues are generally billed and paid in advance on a monthly basis.

Activation fees UScellular charges its end customers activation fees in connection with the sale of certain services and equipment.

Activation fees are deferred and recognized over the period benefited.

Significant Judgments

As a practical expedient, UScellular groups similar contracts or similar performance obligations together into portfolios of contracts or performance obligations if doing so does not result in a significant difference from accounting for the individual contracts discretely.

UScellular applies this grouping method for the following types of transactions:

device activation fees, contract acquisition costs, and certain customer promotions.

Contract portfolios are recognized over the respective expected customer lives or terms of the contracts.

Services are deemed to be highly interrelated when the method and timing of transfer and performance risk are the same.

Highly interrelated services that are determined to not be distinct have been grouped into a single performance obligation.

Each month of services promised is a performance obligation.

The series of monthly service performance obligations promised over the course of the contract are combined into a single performance obligation for purposes of the revenue allocation.

UScellular has made judgments regarding transaction price, including but not limited to issues relating to variable consideration, time value of money, returns and non-cash consideration.

When determined to be significant in the context of the contract, these items are considered in the valuation of transaction price at contract inception or modification, as appropriate.

Multiple Performance Obligations

UScellular sells bundled service and equipment offerings.

In these instances, UScellular recognizes its revenue based on the relative standalone selling prices for each distinct service or equipment performance obligation, or bundles thereof.

UScellular estimates the standalone selling price of the device or accessory to be its retail price excluding discounts.

UScellular estimates the standalone selling price of service to be the price offered to customers on month-to-month contracts.

Discounts, incentives, and rebates to agents and end customers that are deemed cash are recognized as a reduction of Operating revenues concurrently with the associated revenue.

Wireless services Wireless service included voice, messaging and data services.

Revenue was recognized in Service revenues as wireless service was provided to the customer.

Wireless services generally were billed and paid in advance on a monthly basis.

Wireless devices and accessories Array offered a comprehensive range of wireless devices such as handsets, tablets, mobile hotspots and routers for purchase by its customers, as well as accessories.

Array also sold wireless devices to agents and other third-party distributors for resale.

Array frequently discounted wireless devices sold to new and current customers.

Array also offered customers the option to purchase certain devices and accessories under installment contracts whereby they paid over a specified time period.

For certain equipment installment plans, after a specified period of time, the customer may have had the right to upgrade to a new device.

Such upgrades required the customer to enter into an equipment installment contract for the new device, and transfer the existing device to Array.

Array recognized revenue in Equipment sales revenues when control of the device or accessory was transferred to the customer, agent or third-party distributor, which was generally upon delivery.

Wireless roaming Array received roaming revenues when other wireless carriers’ customers used Array's wireless systems.

Array recognized revenue in Service revenues when the roaming service was provided.

Wireless Eligible Telecommunications Carrier (ETC) Revenues Telecommunications companies may have been designated by states, or in some cases by the FCC, as an ETC to receive support payments from the Universal Service Fund if they provided specified services in “high cost” areas.

ETC revenues recognized in the reporting period represented the amounts which Array was entitled to receive for such period, as determined and approved in connection with Array’s designation as an ETC in various states.

Activation fees Array charged its end customers activation fees in connection with the sale of certain services and equipment.

Activation fees were deferred and recognized over the period benefited.

Array sold bundled service and equipment offerings.

In these instances, Array recognized its revenue based on the relative standalone selling prices for each distinct service or equipment performance obligation, or bundles thereof.

Array estimated the standalone selling price of the device or accessory to be its retail price excluding discounts.

Array estimated the standalone selling price of service to be the price offered to customers on month-to-month contracts.

Index to Financial Statements and Supplementary Data

From time to time, UScellular may offer certain promotions to incentivize customers to switch to, or to purchase additional services from, UScellular.

Under these types of promotions, an eligible customer may receive an incentive in the form of a discount off additional services purchased shown as a credit to the customer’s monthly bill.

UScellular accounts for the future discounts as material rights at the time of the initial transaction by allocating and deferring revenue based on the relative proportion of the future discounts in comparison to the aggregate initial purchase.

The deferred revenue is recognized as service revenue in future periods.

Amounts Collected from Customers and Remitted to Governmental Authorities

UScellular records amounts collected from customers and remitted to governmental authorities on a net basis within a liability account if the amount is assessed upon the customer and UScellular merely acts as an agent in collecting the amount on behalf of the imposing governmental authority.

If the amount is assessed upon UScellular, then amounts collected from customers are recorded in Service revenues and amounts remitted to governmental authorities are recorded in Selling, general and administrative expenses in the Consolidated Statement of Operations.

The amounts recorded gross in revenues that are billed to customers and remitted to governmental authorities totaled $ 49 million, $ 63 million and $ 61 million for 2024, 2023 and 2022, respectively.

Disaggregation of Revenue

In the following table, UScellular's revenues are disaggregated by type of service, which represents the relevant categorization of revenues for UScellular's Wireless segment, and timing of recognition.

Service revenues are recognized over time and Equipment sales are recognized at a point in time.

Year Ended December 31, 2024 2023 2022

(Dollars in millions)

Revenues from contracts with customers:

Retail service 1

$ 2,674 $ 2,742 $ 2,793

Other service 210 201 239

Service revenues from contracts with customers 2,884 2,943 3,032

Equipment sales 783 862 1,044

Total revenues from contracts with customers 2

$ 3,667 $ 3,805 $ 4,076

1 UScellular recorded an adjustment to correct a prior period error related to the recognition of discounts for certain Prepaid customers, which decreased Service revenue by $ 5 million in 2023.

This adjustment was not material to any of the periods impacted.

2 Revenue line items in this table will not agree to amounts presented in the Consolidated Statement of Operations as the amounts in this table only include revenue resulting from contracts with customers.

Contract Balances

For contracts that involve multiple element service and equipment offerings, the transaction price is allocated to each performance obligation based on its relative standalone selling price.

When consideration is received in advance of delivery of goods or services, a contract liability is recorded.

A contract asset is recorded when revenue is recognized in advance of UScellular’s right to receive consideration.

Once there is an unconditional right to receive the consideration, UScellular records such amounts as receivables, and then bills the customer under the terms of the respective contract.

UScellular recognizes Equipment sales revenue when the equipment is delivered to the customer and a corresponding contract asset or liability is recorded for the difference between the amount of revenue recognized and the amount billed to the customer in cases where discounts are offered.

The contract asset or liability is reduced over the contract term as service is provided and billed to the customer.

The following table provides balances for contract assets from contracts with customers, which are recorded in Other current assets and Other assets and deferred charges in the Consolidated Balance Sheet, and contract liabilities from contracts with customers, which are recorded in Customer deposits and deferred revenues and Other deferred liabilities and credits in the Consolidated Balance Sheet.

The carrying amounts of the major classes of assets and liabilities that transferred in the sale did not meet the criteria to be classified as held for sale in the historical Consolidated Balance Sheet as of December 31, 2024.

However, during the three months ended September 30, 2025, Array met the criteria to classify the wireless operations and select spectrum assets sold to T-Mobile as discontinued operations, and therefore, the major classes of assets and liabilities are presented as discontinued operations in the historical Consolidated Balance Sheet, as follows:

December 31, 2024

(Dollars in millions)

Contract assets $ 4 $ 4

Contract liabilities $ 334 $ 331

Revenue recognized related to contract liabilities existing at January 1, 2024 was $ 212 million for the year ended December 31, 2024.

(Dollars in thousands)

Accounts receivable, net $ 942,177

Inventory, net 178,700

Prepaid expenses 39,147

Other current assets 3,008

Total current assets of discontinued operations

Licenses 1,297,720

Property, plant and equipment, net

Operating lease right-of-use assets 461,213

Other assets and deferred charges 622,619

Total non-current assets of discontinued operations

Total assets of discontinued operations $ 5,662,101

Current portion of long-term debt $ 224

Accounts payable 204,861

Customer deposits and deferred revenues 236,053

Accrued taxes 2,836

Accrued compensation 3,032

Short-term operating lease liabilities 125,137

Other current liabilities 99,432

Total current liabilities of discontinued operations 671,575

Long-term operating lease liabilities 326,406

Other deferred liabilities and credits 348,545

Long-term debt, net 1,635,709

Total non-current liabilities of discontinued operations 2,310,660

Total liabilities of discontinued operations $ 2,982,235

Index to Financial Statements and Supplementary Data

Transaction price allocated to the remaining performance obligations

The following table includes estimated service revenues expected to be recognized related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period.

These estimates represent service revenues to be recognized when wireless services are delivered to customers pursuant to service plan contracts and under certain roaming agreements with other carriers.

These estimates are based on contracts in place as of December 31, 2024, and may vary from actual results.

As practical expedients, revenue related to contracts of less than one year, generally month-to-month contracts, and contracts with a fixed per-unit price and variable quantity, are excluded from these estimates.

Service Revenues

(Dollars in millions)

Thereafter 40

Contract Cost Assets

UScellular expects that commission fees paid as a result of obtaining contracts are recoverable, and therefore UScellular defers and amortizes these costs.

As a practical expedient, costs with an amortization period of one year or less are expensed as incurred.

The contract cost asset balance related to commission fees and other costs was $ 132 million and $ 127 million at December 31, 2024 and 2023, respectively and was recorded in Other assets and deferred charges in the Consolidated Balance Sheet.

Deferred commission fees are amortized based on the timing of transfer of the goods or services to which the assets relate, typically the contract term.

Amortization of contract cost assets was $ 85 million, $ 93 million and $ 96 million for the years ended December 31, 2024, 2023 and 2022, respectively, and was included in Selling, general and administrative expenses.

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

Year Ended December 31, 2025 2024 2023

(Dollars in thousands)

Operating revenues

Service $ 1,659,873 $ 2,884,075 $ 2,943,302

Equipment sales 401,106 782,822 862,170

Total operating revenues 2,060,979 3,666,897 3,805,472

Operating expenses

System operations (excluding Depreciation, amortization and accretion reported below) 369,907 650,693 672,207

Cost of equipment sold 467,645 906,143 988,164

Selling, general and administrative 688,541 1,227,765 1,266,741

Depreciation, amortization and accretion 351,274 616,429 605,380

(Gain) loss on asset disposals, net 5,314 17,108 21,752

(Gain) loss on sale of business and other exit costs, net 242,165 — 44

Total operating expenses 2,124,846 3,418,138 3,554,288

Operating income (loss) ( 63,867 ) 248,759 251,184

Other income (expense)

Interest expense ( 91,714 ) ( 170,980 ) ( 181,572 )

Other, net ( 2,217 ) ( 129 ) ( 118 )

Total other expense ( 93,931 ) ( 171,109 ) ( 181,690 )

Income (loss) before income taxes ( 157,798 ) 77,650 69,494

Income tax expense (benefit) ( 54,724 ) 28,764 19,954

Net income (loss) from discontinued operations $ ( 103,074 ) $ 48,886 $ 49,540

Note 3 Fair Value Measurements

As of December 31, 2024 and 2023, UScellular 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.

As of December 31, 2025 and 2024, 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.

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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.

As of December 31, 2024, UScellular recorded a net written call option at fair value, which was considered Level 3 within the fair value hierarchy.

See Note 7 — Divestitures for additional information.

UScellular has applied the provisions of fair value accounting for purposes of computing the fair value of financial instruments for disclosure purposes as displayed below.

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 December 31, 2025 December 31, 2024

Book Value Fair Value Book Value Fair Value

(Dollars in millions)

(Dollars in thousands)

Long-term debt 2 $ 684,202 $ 606,961 $ 1,216,454 $ 1,191,040

Long-term debt excludes lease obligations, the current portion of Long-term debt and debt financing costs.

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, restricted cash and short-term debt approximate their book values due to the short-term nature of these financial instruments.

Note 4 Equipment Installment Plans

UScellular sells devices to customers under equipment installment plans over a specified time period.

For certain equipment installment plans, after a specified period of time or amount of payments, the customer may have the right to upgrade to a new device and have the remaining unpaid equipment installment contract balance waived, subject to certain conditions, including trading in the original device in good working condition and signing a new equipment installment contract.

Index to Financial Statements and Supplementary Data

The following table summarizes equipment installment plan receivables.

December 31, 2024 2023

(Dollars in millions)

Equipment installment plan receivables, gross $ 1,110 $ 1,151

Allowance for credit losses ( 82 ) ( 90 )

Equipment installment plan receivables, net $ 1,028 $ 1,061

Net balance presented in the Consolidated Balance Sheet as:

Accounts receivable — Customers and agents (Current portion) $ 592 $ 577

Other assets and deferred charges (Non-current portion) 436 484

Equipment installment plan receivables, net $ 1,028 $ 1,061

UScellular uses various inputs to evaluate the credit profiles of its customers, including internal data, information from credit bureaus and other sources.

From this evaluation, a credit class is assigned to the customer that determines the number of eligible lines, the amount of credit available, and the down payment requirement, if any.

These credit classes are grouped into four credit categories:

lowest risk, lower risk, slight risk and higher risk.

A customer's assigned credit class is reviewed periodically and a change is made, if appropriate.

An equipment installment plan billed amount is considered past due if not paid within 30 days.

The balance and aging of the equipment installment plan receivables on a gross basis by credit category were as follows:

December 31, 2024 December 31, 2023

Lowest Risk Lower Risk Slight Risk Higher Risk Total Lowest Risk Lower Risk Slight Risk Higher Risk Total

(Dollars in millions)

Unbilled $ 955 $ 77 $ 13 $ 5 $ 1,050 $ 977 $ 88 $ 16 $ 4 $ 1,085

Billed — current 36 4 1 1 42 35 5 2 1 43

Billed — past due 10 5 2 1 18 12 7 3 1 23

Total $ 1,001 $ 86 $ 16 $ 7 $ 1,110 $ 1,024 $ 100 $ 21 $ 6 $ 1,151

The balance of the equipment installment plan receivables as of December 31, 2024 on a gross basis by year of origination were as follows:

2022 2023 2024 Total

(Dollars in millions)

Lowest Risk $ 131 $ 332 $ 538 $ 1,001

Lower Risk 6 22 58 86

Slight Risk 1 3 12 16

Higher Risk — 1 6 7

Total $ 138 $ 358 $ 614 $ 1,110

The write-offs, net of recoveries for the year ended December 31, 2024 on a gross basis by year of origination were as follows:

2021 2022 2023 2024 Total

(Dollars in millions)

Write-offs, net of recoveries $ ( 1 ) $ 18 $ 40 $ 16 $ 73

Activity for the years ended December 31, 2024 and 2023, in the allowance for credit losses for equipment installment plan receivables was as follows:

(Dollars in millions)

Allowance for credit losses, beginning of year $ 90 $ 96

Bad debts expense 65 69

Write-offs, net of recoveries ( 73 ) ( 75 )

Allowance for credit losses, end of year $ 82 $ 90

The fair values of Cash and cash equivalents and restricted cash approximate their book values due to the short-term nature of these financial instruments.

Index to Financial Statements and Supplementary Data

Note 4 Income Taxes

UScellular is included in a consolidated federal income tax return and in certain state income tax returns with other members of the TDS consolidated group.

For financial statement purposes, UScellular and its subsidiaries compute their income tax expense as if they comprised a separate affiliated group and were not included in the TDS consolidated group.

UScellular’s current income taxes balances at December 31, 2024 and 2023, were as follows:

Array is included in a consolidated federal income tax return and in certain state income tax returns with other members of the TDS consolidated group.

For financial statement purposes, Array and its subsidiaries compute their income tax expense as if they comprised a separate affiliated group and were not included in the TDS consolidated group.

Array’s current income taxes balances at December 31, 2025 and 2024, were as follows:

December 31, 2025 2024

(Dollars in millions)

Federal income taxes receivable (payable) $ ( 1 ) $ 1

Net state income taxes receivable — —

Income tax expense (benefit) is summarized as follows:

(Dollars in thousands)

Federal income taxes payable $ ( 3,421 ) $ ( 1,261 )

Net state income taxes receivable (payable) ( 292 ) 123

Income tax expense (benefit) from continuing operations is summarized as follows:

Year Ended December 31, 2025 2024 2023

(Dollars in millions)

(Dollars in thousands)

Federal $ 277 $ 245 $ ( 1,727 )

1 unchanged sentence

Federal 16,567 ( 11,704 ) 11,288

Federal - valuation allowance adjustment ( 35,341 ) — —

State 24,653 ( 5,011 ) 21,230

State - valuation allowance adjustment ( 43,611 ) — —

Total income tax expense (benefit) $ ( 31,148 ) $ ( 19,256 ) $ 32,855

A reconciliation of UScellular’s income tax expense computed at the statutory rate to the reported income tax expense, and the statutory federal income tax rate to UScellular’s effective income tax rate is as follows:

Array's cash tax payments (refunds) made to (received from) significant jurisdictions are as follows:

Year Ended December 31, 2025 2024 2023

(Dollars in thousands)

Federal $ 246,817 $ 34,567 $ 879

Maine — — 464

Oregon — — 975

Virginia — — 740

Other 4,954 1,743 216

Total income taxes paid (refunded) $ 251,771 $ 36,310 $ 3,274

Index to Financial Statements and Supplementary Data

A reconciliation of Array’s income tax expense from continuing operations computed at the statutory rate to the reported income tax expense from continuing operations, and the statutory federal income tax rate to Array’s effective income tax rate is as follows:

Year Ended December 31, 2025 2024 2023

Amount Rate Amount Rate Amount Rate

(Dollars in millions)

(Dollars in thousands)

Statutory federal income tax expense and rate $ 29,635 21.0 % $ ( 20,941 ) 21.0 % $ 8,659 21.0 %

1 unchanged sentence

( 14,617 ) ( 10.4 ) ( 3,881 ) 3.9 17,261 41.9

Change in unrecognized tax benefits 4,508 3.2 ( 2,434 ) 2.4 ( 450 ) ( 1.1 )

Change in federal valuation allowance 2

( 44,499 ) ( 31.5 ) 9,165 ( 9.2 ) 8,350 20.3

Nondeductible compensation 2 ( 7.4 ) 4 3.5 3 3.6

Compensation adjustments ( 285 ) ( 0.2 ) 281 ( 0.3 ) 160 0.4

Dividends-received deduction ( 6,654 ) ( 4.7 ) ( 2,008 ) 2.0 ( 1,202 ) ( 2.9 )

Other differences, net 764 0.5 562 ( 0.5 ) 77 0.1

Total income tax expense (benefit) and rate $ ( 31,148 ) ( 22.1 ) % $ ( 19,256 ) 19.3 % $ 32,855 79.7 %

1 State income taxes, net of federal benefit, include changes in unrecognized tax benefits as well as adjustments to state valuation allowances.

State taxes in 2022 and 2023 include discrete valuation allowance adjustments that did not recur in 2024.

2 Change in federal valuation allowance is due primarily to annual interest expense from partnership investments that carryforward but may not be realized.

Index to Financial Statements and Supplementary Data

Significant components of UScellular’s deferred income tax assets and liabilities at December 31, 2024 and 2023, were as follows:

1 State income taxes, net of federal benefit, includes adjustments to state valuation allowances.

State taxes in 2025 include tax benefits of $ 34.5 million related to expected realization of state tax attributes by the T-Mobile transaction as well as the sale of certain wireless spectrum licenses classified as held for sale, partially offset by $ 15.5 million of discrete expense related to state apportionment changes following the disposal of the wireless business.

State taxes in 2023 include discrete valuation allowance adjustments that did not recur in 2024 or 2025.

The states that make up the majority of state income tax benefit in 2025 include Wisconsin and Illinois which are partially offset by California state tax expense.

The states that make up the majority of state income taxes in 2024 include Wisconsin, California and Oregon.

The states that make up the majority of state income taxes in 2023 include Wisconsin and Illinois.

2 Change in federal valuation allowance in 2025 is due primarily to deferred tax assets that are now likely to be realized by the taxable income generated by the T-Mobile transaction, as well as the pending sale of certain wireless spectrum licenses classified as held for sale.

The change in federal valuation allowance in 2024 and 2023 was due primarily to annual interest expense from partnership investments that carryforward but were not deemed likely to be realized.

Significant components of Array’s deferred income tax assets and liabilities at December 31, 2025 and 2024, were as follows:

December 31, 2025 2024

(Dollars in millions)

(Dollars in thousands)

Deferred tax assets

4 unchanged sentences

Asset retirement obligation 48,863 84,416

Other 53,768 64,609

Total deferred tax assets 384,129 712,279

6 unchanged sentences

Lease assets 122,518 223,603

Other 1,869 34,482

Total deferred tax liabilities 651,592 1,259,562

Net deferred income tax liability $ 382,043 $ 728,110

At December 31, 2024, UScellular and certain subsidiaries had $ 31 million of federal NOL carryforwards (generating a $ 7 million deferred tax asset) whose future utilization is subject to certain limitations.

Presented in the Consolidated Balance Sheet as:

Deferred income tax liability, net $ 387,030 $ 728,229

Other assets and deferred charges ( 4,987 ) ( 119 )

Net deferred income tax liability $ 382,043 $ 728,110

Index to Financial Statements and Supplementary Data

At December 31, 2025, Array and certain subsidiaries had $ 24.2 million of federal NOL carryforwards (generating a $ 5.1 million deferred tax asset) available to offset future taxable income subject to certain limitations.

The federal NOL carryforwards generally expire between 2026 and 2037, with the exception of federal NOLs generated after 2017, which do not expire.

UScellular and certain subsidiaries had $ 3,158 million of state NOL carryforwards (generating a $ 136 million deferred tax asset) available to offset future taxable income.

Array and certain subsidiaries had $ 2,953.5 million of state NOL carryforwards (generating a $ 124.0 million deferred tax asset) available to offset future taxable income.

The state NOL carryforwards generally expire between 2026 and 2045.

A valuation allowance was established for certain federal and state NOL carryforwards since it is more likely than not that a portion of such carryforwards will expire before they can be utilized.

At December 31, 2024, UScellular and certain subsidiaries had $ 473 million of federal interest expense carryforwards (generating a $ 99 million deferred tax asset) available to offset future taxable income.

At December 31, 2025, Array and certain subsidiaries had $ 5.0 million of federal interest expense carryforwards (generating a $ 1.1 million deferred tax asset) available to offset future taxable income.

The federal interest expense carryforwards do not expire.

UScellular and certain subsidiaries had $ 652 million of state interest expense carryforwards (generating a $ 25 million deferred tax asset) available to offset future taxable income.

Array and certain subsidiaries had $ 461.3 million of state interest expense carryforwards (generating a $ 16.3 million deferred tax asset) available to offset future taxable income.

The state interest expense carryforwards generally do not expire.

A valuation allowance was established for certain federal and state interest expense carryforwards since it is more likely than not that a portion of such carryforwards will not be utilized.

A summary of UScellular’s deferred tax asset valuation allowance is as follows:

A summary of Array’s deferred tax asset valuation allowance is as follows:

2025 2024 2023

(Dollars in millions)

(Dollars in thousands)

Balance at beginning of year $ 180,827 $ 145,839 $ 114,850

Charged to Income tax expense 35 31 32

Charged (credited) to Income tax expense - continuing operations ( 78,952 ) 11,794 15,356

Charged to Income tax expense - discontinued operations 12,705 23,194 15,633

Balance at end of year $ 114,580 $ 180,827 $ 145,839

1 unchanged sentence

2025 2024 2023

(Dollars in millions)

(Dollars in thousands)

Unrecognized tax benefits balance at beginning of year $ 28,807 $ 35,713 $ 35,540

2 unchanged sentences

Reductions for tax positions of prior years ( 1,902 ) ( 6,276 ) ( 2,992 )

Reductions for settlements of tax positions — ( 11 ) —

Reductions for lapses in statutes of limitations ( 3,746 ) ( 6,732 ) ( 5,867 )

Unrecognized tax benefits balance at end of year $ 34,536 $ 28,807 $ 35,713

Index to Financial Statements and Supplementary Data

Unrecognized tax benefits are included in Other deferred liabilities and credits in the Consolidated Balance Sheet.

If these benefits were recognized at each respective year end period, they would have reduced income tax expense by $ 23 million, $ 28 million and $ 28 million in 2024, 2023 and 2022, respectively.

UScellular recognizes accrued interest and penalties related to unrecognized tax benefits in Income tax expense (benefit).

If these benefits were recognized at each respective year end period, they would have reduced income tax expense by $ 27.3 million, $ 22.8 million and $ 28.2 million in 2025, 2024 and 2023, respectively, net of the federal benefit from state income taxes.

Array recognizes accrued interest and penalties related to unrecognized tax benefits in Income tax expense (benefit).

The amounts charged to income tax expense related to interest and penalties were immaterial in 2025, 2024 and 2023.

Net accrued liabilities for interest and penalties were $ 13 million at December 31, 2024 and 2023, and are included in Other deferred liabilities and credits in the Consolidated Balance Sheet.

UScellular is included in TDS’ consolidated federal and certain state income tax returns.

UScellular also files certain state and local income tax returns separately from TDS.

With limited exceptions, TDS and UScellular are no longer subject to federal and state income tax audits for the years prior to 2021.

Net accrued liabilities for interest and penalties were $ 13.0 million, $ 12.9 million and $ 13.1 million in 2025, 2024 and 2023, respectively, and are included in Other deferred liabilities and credits in the Consolidated Balance Sheet.

Array and its subsidiaries are included in TDS’ consolidated federal and certain state income tax returns.

Array also files certain state and local income tax returns separately from TDS.

With limited exceptions, TDS and Array are no longer subject to federal and state income tax audits for the years prior to 2022.

Index to Financial Statements and Supplementary Data

Note 5 Earnings Per Share

Basic earnings (loss) per share attributable to UScellular shareholders is computed by dividing Net income (loss) attributable to UScellular shareholders by the weighted average number of Common Shares outstanding during the period.

Diluted earnings (loss) per share attributable to UScellular shareholders is computed by dividing Net income (loss) attributable to UScellular shareholders by the weighted average number of Common Shares outstanding during the period adjusted to include the effects of potentially dilutive securities.

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 UScellular shareholders were as follows:

The amounts used in computing basic and diluted earnings (loss) per share attributable to Array shareholders were as follows:

Year Ended December 31, 2025 2024 2023

(Dollars and shares in millions, except per share amounts)

Net income (loss) attributable to UScellular shareholders $ ( 39 ) $ 54 $ 30

(Dollars and shares in thousands, except per share amounts)

Net income (loss) from continuing operations attributable to Array shareholders $ 169,652 $ ( 85,875 ) $ 7,071

Net income (loss) from discontinued operations attributable to Array shareholders ( 120,896 ) 46,472 47,388

Net income (loss) attributable to Array shareholders $ 48,756 $ ( 39,403 ) $ 54,459

Weighted average number of shares used in basic earnings (loss) per share 85,908 85,633 85,185

1 unchanged sentence

Weighted average number of shares used in diluted earnings (loss) per share 87,293 85,633 86,732

Basic earnings (loss) per share attributable to UScellular shareholders $ ( 0.46 ) $ 0.64 $ 0.35

Diluted earnings (loss) per share attributable to UScellular shareholders $ ( 0.46 ) $ 0.63 $ 0.35

Certain Common Shares issuable upon the exercise of stock options or vesting of performance and restricted stock units were not included in weighted average diluted shares outstanding for the calculation of Diluted earnings (loss) per share attributable to UScellular shareholders because their effects were antidilutive.

The number of such Common Shares excluded was 3 million, 1 million and less than 1 million in 2024, 2023 and 2022, respectively.

Note 7 Divestitures

On August 4, 2023, TDS and UScellular announced that the Boards of Directors of both companies decided to initiate a process to explore a range of strategic alternatives for UScellular.

On May 28, 2024, UScellular announced that its Board of Directors unanimously approved the execution of a Securities Purchase Agreement (Securities Purchase Agreement) by and among TDS, UScellular, T-Mobile US, Inc.

(T-Mobile) and USCC Wireless Holdings, LLC, pursuant to which, among other things, UScellular has agreed to sell its wireless operations and select spectrum assets to T-Mobile for a purchase price, subject to adjustments, as specified in the Securities Purchase Agreement, of $ 4,400 million, which is payable in a combination of cash and the assumption of up to approximately $ 2,000 million in debt.

The purchase price includes $ 100 million contingent on the satisfaction of certain financial and operational metrics.

The purchase price also includes $ 400 million allocated to certain wireless spectrum licenses held by entities in which UScellular is a non-controlling limited partner.

The closing with respect to these wireless spectrum licenses is contingent upon UScellular's purchase, which is pending receipt of regulatory approval, of the remaining equity in the entities that UScellular does not currently own.

The Securities Purchase Agreement also contemplates, among other things, a Short-Term Spectrum Manager Lease Agreement and Short-Term Spectrum Manager Sublease Agreements that will become effective at the closing date, which provide T-Mobile with an exclusive license to use certain UScellular spectrum assets and leases at no cost for up to one-year for the sole purpose of providing continued, uninterrupted service to customers.

UScellular expects to present the wireless operations and select spectrum assets sold to T-Mobile as discontinued operations if and when the accounting criteria is met.

The sale of the wireless business to T-Mobile is expected to close in mid-2025, subject to the receipt of regulatory approvals and the satisfaction of customary closing conditions.

Index to Financial Statements and Supplementary Data

On October 17, 2024, UScellular, and certain subsidiaries of UScellular, entered into a License Purchase Agreement (Verizon Purchase Agreement) with Verizon Communications, Inc.

Basic earnings (loss) per share from continuing operations attributable to Array shareholders $ 1.98 $ ( 1.00 ) $ 0.08

Basic earnings (loss) per share from discontinued operations attributable to Array shareholders ( 1.41 ) 0.54 0.56

Basic earnings (loss) per share attributable to Array shareholders $ 0.57 $ ( 0.46 ) $ 0.64

Diluted earnings (loss) per share from continuing operations attributable to Array shareholders $ 1.94 $ ( 1.00 ) $ 0.08

Diluted earnings (loss) per share from discontinued operations attributable to Array shareholders ( 1.38 ) 0.54 0.55

Diluted earnings (loss) per share attributable to Array shareholders $ 0.56 $ ( 0.46 ) $ 0.63

Certain Common Shares issuable upon the exercise of stock options or vesting of performance and restricted stock units were not included in weighted average diluted shares outstanding for the calculation of Diluted earnings (loss) per share attributable to Array shareholders because their effects were antidilutive.

The number of such Common Shares excluded was 0.3 million, 2.6 million and 0.6 million in 2025, 2024 and 2023, respectively.

Note 6 Acquisitions and Divestitures

In addition to the divestiture of Array's wireless operations, as disclosed in Note 2 — Discontinued Operations, other acquisition and divestiture transactions are disclosed below.

On October 17, 2024, Array entered into a License Purchase Agreement (Verizon License Purchase Agreement) with Verizon Communications Inc.

(Verizon) to sell certain AWS, Cellular and PCS wireless spectrum licenses and agreed to grant Verizon certain rights to lease such licenses prior to the transaction close for total proceeds of $ 1,000.0 million.

As of December 31, 2024, the book value of the wireless spectrum licenses to be sold was $ 586 million.

The transaction is subject to regulatory approval and other customary closing conditions, and is contingent on the closing of the T-Mobile transaction and the termination of the T-Mobile Short-Term Spectrum Manager Lease Agreement.

On November 6, 2024, UScellular, and certain subsidiaries of UScellular, entered into a License Purchase Agreement (AT&T Purchase Agreement) with New Cingular Wireless PCS, LLC (AT&T), a subsidiary of AT&T Inc.

As of December 31, 2025, the book value of the wireless spectrum licenses to be sold was $ 585.6 million and is classified as held for sale in the Consolidated Balance Sheet.

The transaction is expected to close in the second or third quarter of 2026, subject to regulatory approval and other customary closing conditions, and the termination of the T-Mobile Short-Term Spectrum Manager Lease Agreement.

On November 6, 2024, Array entered into a License Purchase Agreement (AT&T License Purchase Agreement) with New Cingular Wireless PCS, LLC (AT&T), a subsidiary of AT&T Inc.

to sell certain 3.45 GHz and 700 MHz wireless spectrum licenses and agreed to grant AT&T certain rights to lease and sub-lease such licenses prior to the transaction close for total proceeds of $ 1,018.0 million, subject to certain purchase price adjustments.

As of December 31, 2024, the book value of the wireless spectrum licenses to be sold was $ 859 million.

The transaction is subject to regulatory approval and other customary closing conditions and substantially all of the licenses subject to the transaction are contingent on the closing of the T-Mobile transaction.

The purchase price includes $ 232 million allocated to certain wireless spectrum licenses that are held by an entity in which UScellular is a non-controlling limited partner.

The strategic alternatives review process is ongoing as UScellular works toward closing the transactions signed during 2024, including the T-Mobile, Verizon and AT&T transactions and continues to seek to opportunistically monetize its spectrum assets that are not subject to the Securities Purchase Agreement, the Verizon Purchase Agreement, or the AT&T Purchase Agreement.

UScellular incurred third-party expenses related to the announced transactions and strategic alternatives review of $ 35 million and $ 8 million for the years ended December 31, 2024 and 2023 , respectively, which are included in Selling, general and administrative expenses.

UScellular also assessed whether the execution of the Securities Purchase Agreement constituted a significant change in the way it expects to operate its long-lived assets.

Specifically, given the Securities Purchase Agreement, and UScellular's plan to divest of its wireless operations, UScellular expects to generate cash flows from the wireless operations separately from the retained business.

Therefore, in the second quarter of 2024, UScellular bifurcated the historical single asset group into two asset groups – wireless and towers.

At that time, UScellular also assessed whether an impairment test of its long-lived assets was required and determined that there was no triggering event present due to the factors just described that required a recoverability test to be performed.

In the third quarter of 2024, UScellular re-assessed whether an impairment test of its long-lived assets was required considering the wireless spectrum license impairment and determined that there was no triggering event that required a recoverability test to be performed.

No additional changes were made to its asset groups nor were any triggering events identified during the fourth quarter of 2024.

As part of the transaction, UScellular entered into a Put/Call Agreement with T-Mobile whereby T-Mobile has the right to call certain spectrum assets and UScellular has the right to put certain spectrum assets to T-Mobile for an aggregate agreed upon price of $ 106 million.

The call option notice period started on May 24, 2024, and the put exercise period starts at the close of the broader transaction.

As of December 31, 2025, the book value of the wireless spectrum licenses to be sold was $ 860.1 million and is classified as held for sale in the Consolidated Balance Sheet.

See Note 20 — Subsequent Events for additional information.

Index to Financial Statements and Supplementary Data

On August 29, 2025, Array entered into a License Purchase Agreement (T-Mobile License Purchase Agreement) with T-Mobile to sell certain 700 MHz wireless spectrum licenses and agreed to grant T-Mobile certain rights to lease such licenses prior to the transaction close for total proceeds of $ 85.0 million.

As of December 31, 2025, the book value of the wireless spectrum licenses to be sold was $ 64.3 million, of which $ 53.1 million was submitted for regulatory approval and is classified as held for sale in the Consolidated Balance Sheet.

The transaction is expected to close in 2026, subject to regulatory approval 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.

Both periods end on July 31, 2026.

There was no cash exchanged at the inception of the Put/Call Agreement.

All license transfers pursuant to any put/call are subject to Federal Communications Commission (FCC) approval.

UScellular accounts for this instrument as a net written call option and records such option at fair value each reporting period unless/until such option is exercised or terminated.

UScellular estimated the fair value of the net written call option at $ 5 million as of December 31, 2024, which was recorded to Other current liabilities in the Consolidated Balance Sheet.

Array accounts for this instrument as a net written call option and records such option at fair value each reporting period unless/until such option is exercised or terminated.

As of December 31, 2025, Array wrote off the entire fair value of the net written call option.

The change in fair value is recorded to (Gain) loss on license sales and exchanges, net in the Consolidated Statement of Operations.

In September 2025, T-Mobile exercised $ 86.4 million of the call option.

As of December 31, 2025 , the book value of the spectrum licenses subject to the call notice was $ 86.5 million and is classified as held for sale in the Consolidated Balance Sheet.

The transaction is expected to close in 2026, subject to regulatory approval and other customary closing conditions.

The strategic alternatives review process is ongoing as Array works toward closing the Verizon and T-Mobile spectrum transactions signed during 2024 and 2025, and seeks to opportunistically monetize its remaining spectrum assets that are not subject to executed agreements.

Array incurred third-party expenses related to the announced transactions and strategic alternatives review of $ 2.4 million, $ 21.5 million and $ 8.3 million in 2025, 2024 and 2023 , respectively, which are included in Selling, general and administrative expenses for continuing operations.

On August 1, 2025, noncontrolling entities managed by Array that are not consolidated into the Array financial statements but are accounted for as equity method investments sold their wireless operations to T-Mobile in separate transactions, coterminous with the sale of Array's consolidated wireless operations sold to T-Mobile on the same date.

Array realized income in 2025 in the amount of $ 33.4 million related to its proportional share of the corresponding gain on sale.

This income is recorded as a component of Equity in earnings of unconsolidated entities in the Consolidated Statement of Operations.

In addition, Array received a distribution of $ 42.5 million from these transactions in August 2025, and such distribution is recorded as Distributions from unconsolidated entities in the Consolidated Statement of Cash Flows.

On July 14, 2025, Array completed the acquisition of the remaining interest of King Street Wireless, LLC and Sunshine Spectrum, LLC for a total purchase price of $ 16.7 million, of which $ 9.4 million was paid in prior periods and $ 7.3 million was paid at time of closing.

The acquisitions result in the expected realization of certain deferred tax assets, and therefore Array recorded a reduction to valuation allowance on deferred tax assets and associated discrete income tax benefit of $ 47.6 million in 2025.

Note 7 Intangible Assets

On February 24, 2021, the FCC announced by way of Public Notice that UScellular was the provisional winning bidder of 254 wireless spectrum licenses in the 3.7-3.98 GHz bands for $ 1,283 million in Auction 107.

UScellular paid $ 30 million of this amount in 2020 and the remainder in March 2021 and the wireless spectrum licenses were granted by the FCC in July 2021.

Additionally, UScellular was obligated to pay relocation costs and accelerated relocation incentive payments of $ 8 million, $ 122 million, $ 8 million and $ 36 million in the years ended December 31, 2024, 2023, 2022 and 2021, respectively.

Such additional costs were estimated, accrued and capitalized at the time the licenses were granted and have been adjusted as such costs were finalized.

UScellular received full access to the spectrum in the third quarter of 2023.

Wireless Spectrum License Impairment

Wireless spectrum licenses represent a significant component of UScellular’s consolidated assets.

Wireless spectrum licenses are considered to be indefinite-lived assets, and therefore, are not amortized but are tested for impairment annually or more frequently if there are events or circumstances that cause UScellular to believe that their carrying values exceed their fair values.

Activity related to Array's Licenses is presented below.

(Dollars in thousands)

Balance at beginning of year $ 3,281,508

Impairment ( 47,679 )

Transferred to Assets held for sale 1

( 1,591,675 )

Divestitures ( 4,062 )

Capitalized interest 4,095

Balance at end of year $ 1,642,187

1 See Note 6 — Acquisitions and Divestitures for additional information.

Wireless spectrum licenses are considered to be indefinite-lived assets, and therefore are not amortized but are tested for impairment annually or more frequently if there are events or circumstances that cause Array to believe that their carrying values exceed their fair values.

Wireless spectrum licenses are tested for impairment at the level of reporting referred to as a unit of accounting.

Index to Financial Statements and Supplementary Data

As a result of executing the Securities Purchase Agreement with T-Mobile during the second quarter of 2024, UScellular bifurcated its historical single unit of accounting into two units of accounting – wireless spectrum licenses to be sold under the Securities Purchase Agreement and wireless spectrum licenses to be retained.

During the third quarter of 2024, UScellular’s efforts to monetize its spectrum assets not subject to the Securities Purchase Agreement provided new evidence that the highest and best use of the retained spectrum to current buyers would be in separate tranches.

As a result, UScellular further divided its wireless spectrum licenses units of accounting from one retained unit into eleven units, resulting in twelve total units of accounting.

UScellular concluded that there were events and circumstances in the third quarter of 2024 that caused UScellular to believe the carrying values of five of the units of accounting may exceed their respective fair values (i.e.

triggering event), and accordingly a quantitative impairment assessment was performed for those units.

During the third quarter of 2025, Array continued its efforts to monetize its spectrum assets not subject to pending sale agreements.

Based on information obtained through that process, specifically suppressed pricing and decrease in demand for high-band spectrum, Array concluded that there were events and circumstances in the third quarter of 2025 that caused Array to believe the carrying value of one of the units of accounting for remaining spectrum not subject to a pending sale agreement may exceed its respective fair value (i.e., triggering event), and accordingly a quantitative impairment assessment was performed for that unit.

A market approach was used for purposes of the quantitative impairment assessment to value the wireless spectrum licenses for the high-band unit of accounting tested, selecting a point within a range of values established largely through industry benchmarks, FCC auction data, and precedent transactions.

The fair value of the wireless spectrum licenses was less than the respective carrying value, and a $ 47.7 million impairment was recorded to Loss on impairment of licenses for continuing operations in the Consolidated Statement of Operations during the third quarter of 2025.

The impairment loss was related to the retained high-band spectrum unit of accounting which includes the 28 GHz, 37 GHz and 39 GHz frequency bands, the carrying value of which was $ 113.4 million after the impairment loss.

The impairment loss is driven by lower fair value attributed to high-band spectrum as a result of industry-wide challenges encountered related to the operationalization of this spectrum.

For purposes of its annual impairment test as of November 1, 2025, Array performed a qualitative test for all seven of its units of accounting.

The test considered several factors, including the results of the quantitative impairment assessment performed in the third quarter of 2025 as well as purchase prices of executed agreements to sell certain wireless spectrum licenses and other market factors.

Based on these assessments, Array concluded that it was more likely than not that the fair value of each unit of accounting exceeded its respective carrying value.

Therefore, no quantitative impairment evaluation was completed.

During the third quarter of 2024, Array concluded that there were events and circumstances that caused Array to believe the carrying values of five units of accounting may exceed their respective fair values (i.e., triggering event), and accordingly a quantitative impairment assessment was performed for those units.

There was no triggering event for the other units of accounting.

A market approach was used for purposes of the quantitative impairment assessment to value the wireless spectrum licenses for the five units tested, using a range of values established largely through industry benchmarks, FCC auction data, and precedent transactions.

The midpoint of the range was established as the estimate of fair value for each unit of accounting.

Based on this valuation, the fair value of the wireless spectrum licenses exceeded their respective carrying values by amounts ranging from 9 % to 80 % for three of the units of accounting.

For two of the units of accounting, the fair value of the wireless spectrum licenses was less than the respective carrying value, and a $ 136 million impairment was recorded to Loss on impairment of licenses in the Consolidated Statement of Operations within UScellular’s Wireless segment during the third quarter of 2024.

Substantially all of the impairment loss related to the retained high-band spectrum unit of accounting which includes the 28 GHz, 37 GHz and 39 GHz frequency bands, the carrying value of which was $ 161 million after the impairment loss.

The impairment loss is driven by the change in the units of accounting described above combined with lower fair value primarily attributed to high-band spectrum as a result of industry-wide challenges encountered related to the operationalization of this spectrum.

UScellular performed a qualitative impairment assessment as of its annual testing date of November 1, 2024 to determine whether the wireless spectrum licenses were impaired.

Based on the impairment assessment performed, there was no further quantitative assessment performed or impairment indicated in the fourth quarter of 2024.

Based on a market approach valuation, the fair value of the wireless spectrum licenses exceeded their respective carrying values by amounts ranging from 9 % to 80 % for three of the units of accounting.

For two of the units of accounting, the fair value of the wireless spectrum licenses was less than the respective carrying value, and a $ 136.2 million impairment was recorded to Loss on impairment of licenses for continuing operations in the Consolidated Statement of Operations during the third quarter of 2024.

The impairment loss was substantially all related to the retained high-band spectrum unit of accounting which includes the 28 GHz, 37 GHz and 39 GHz frequency bands, the carrying value of which was $ 161.1 million after the impairment loss.

The impairment loss was driven by a change in the units of accounting described above combined with lower fair value primarily attributed to high-band spectrum as a result of industry-wide challenges encountered related to the operationalization of this spectrum.

For purposes of its annual impairment test as of November 1, 2024, Array performed a qualitative test for all twelve of its units of accounting.

The test considered several factors, including the results of the quantitative impairment assessment performed in the third quarter of 2024 as well as purchase prices of executed agreements to sell certain wireless spectrum licenses and other market factors.

Based on these assessments, Array concluded that it was more likely than not that the fair value of each unit of accounting exceeded its respective carrying value.

Therefore, no quantitative impairment evaluation was completed.

Note 8 Investments in Unconsolidated Entities

Investments in unconsolidated entities consist of amounts invested in entities in which UScellular holds a noncontrolling interest.

UScellular'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.

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.

December 31, 2025 2024

(Dollars in millions)

(Dollars in thousands)

Equity method investments:

6 unchanged sentences

Total investments in unconsolidated entities $ 412,608 $ 453,938

The following tables, which are based on unaudited information provided in part by third parties, summarize the combined assets, liabilities and equity, and results of operations of UScellular’s equity method investments:

Index to Financial Statements and Supplementary Data

December 31, 2025 2024

(Dollars in millions)

(Dollars in thousands)

Current $ 828,494 $ 1,229,907

6 unchanged sentences

Total liabilities and equity $ 7,224,524 $ 7,743,681

Index to Financial Statements and Supplementary Data

Year Ended December 31, 2025 2024 2023

(Dollars in millions)

(Dollars in thousands)

Results of Operations

7 unchanged sentences

December 31, Useful Lives (Years) 2025 2024

(Dollars in millions)

(Dollars in thousands)

Land N/A $ 44,257 $ 41,737

Buildings 20 279 281

Leasehold and land improvements 1 - 30

Cell site equipment 7 - 30

Switching equipment 5 - 8

Office furniture and equipment 3 - 5

321,542 317,038

Communications infrastructure assets 7 - 30

696,918 667,401

Other operating assets and equipment 5 - 8

7 unchanged sentences

Lessee Agreements

UScellular's most significant leases are for land and tower spaces, network facilities, retail spaces, and offices, substantially all of which are classified as operating leases.

Many of UScellular's leases include renewal and early termination options.

Lease terms include options to extend or terminate when it is reasonably certain that UScellular will exercise the option.

UScellular has recognized a right-of-use asset and a corresponding lease liability that represents the present value of UScellular's obligation to make payments over the lease term.

The present value of the lease payments is calculated using an incremental borrowing rate, which was determined using a portfolio approach based on UScellular's unsecured rates, adjusted to approximate the rates at which UScellular would be required to borrow on a collateralized basis over a term similar to the recognized lease term.

Array's most significant leases are for land and office space, all of which are classified as operating leases.

Many of Array's leases include renewal and early termination options.

Lease terms include options to extend or terminate when it is reasonably certain that Array will exercise the option.

Array has recognized a right-of-use asset and a corresponding lease liability that represents the present value of Array's obligation to make payments over the lease term.

The present value of the lease payments is calculated using an incremental borrowing rate, which was determined using a portfolio approach based on Array's unsecured rates, adjusted to approximate the rates at which Array would be required to borrow on a collateralized basis over a term similar to the recognized lease term.

Index to Financial Statements and Supplementary Data

Lease and nonlease components are accounted for separately and the cost of nonlease components (e.g., utilities and common area maintenance) are typically expensed as incurred at their relative standalone price.

UScellular recognizes variable lease expense related to lease payments that were not originally included in the lease liability calculation, which primarily relate to lease payment escalations that are tied to an index, real estate taxes, and additional payments linked to performance.

Array recognizes variable lease expense related to lease payments that were not originally included in the lease liability calculation, which primarily relate to lease payment escalations that are tied to an index, real estate taxes, or additional payments linked to performance.

The following table shows the components of lease cost included in the Consolidated Statement of Operations:

Year Ended December 31, 2025 2024 2023

(Dollars in millions)

(Dollars in thousands)

Operating lease cost $ 51,300 $ 48,557 $ 47,034

1 unchanged sentence

Total $ 58,068 $ 55,075 $ 53,057

Index to Financial Statements and Supplementary Data

The following table shows supplemental cash flow information related to lease activities:

Year Ended December 31, 2025 2024 2023

(Dollars in millions)

(Dollars in thousands)

Cash paid for amounts included in the measurement of lease liabilities:

8 unchanged sentences

Operating Leases

(Dollars in millions)

(Dollars in thousands)

2026 $ 41,847

Thereafter 784,776

2 unchanged sentences

Present value of lease liabilities $ 525,170

1 Lease payments exclude $ 27 million of legally binding lease payments for leases signed but not yet commenced.

Lessor Agreements

UScellular's most significant lessor leases are for tower space, all of which are classified as operating leases.

Many of UScellular's leases include renewal and early termination options.

Array's most significant lessor leases are for tower space, all of which are classified as operating leases.

Many of Array's leases include renewal and early termination options.

Lease terms include options to extend or terminate when it is reasonably certain that the lessee will exercise the option.

UScellular’s lessor agreements with lease and nonlease components are generally accounted for separately.

UScellular recognizes variable lease income related to lease payments that were not originally included in the lease receivable calculation, which primarily relate to lease payment escalations that are tied to an index.

The following table shows the components of lease income which are included in Service revenues in the Consolidated Statement of Operations:

Underlying assets leased to customers under operating leases are included in Communications infrastructure assets in Note 9 — Property, Plant and Equipment.

Array’s lessor agreements with lease and nonlease components are generally accounted for separately.

Array recognizes variable lease income related to lease payments that were not originally included in the lease receivable calculation, which primarily relate to lease payment escalations that are tied to an index.

Index to Financial Statements and Supplementary Data

The following table shows the components of lease income which are included in Site rental revenues in the Consolidated Statement of Operations:

Year Ended December 31, 2025 2024 2023

(Dollars in millions)

(Dollars in thousands)

Operating lease income $ 154,654 $ 102,610 $ 100,382

The maturities of expected lease payments to be received are as follows.

The table below does not include lease payments for 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.

Operating Leases

(Dollars in millions)

(Dollars in thousands)

2026 $ 144,858

Thereafter 1,070,051

Total future lease maturities $ 1,739,390

Index to Financial Statements and Supplementary Data

Note 11 Asset Retirement Obligations

UScellular is subject to asset retirement obligations associated with certain cell sites, land, switching offices, retail stores and office locations.

Array is subject to asset retirement obligations associated with tower and cell sites.

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

In 2024 and 2023, UScellular performed a review of the assumptions and estimated future costs related to asset retirement obligations.

In 2025 and 2024, 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 2025 and 2024, were as follows:

(Dollars in millions)

(Dollars in thousands)

Balance at beginning of year $ 174,825 $ 165,869

5 unchanged sentences

Revolving Credit Agreement

At December 31, 2024, UScellular had an unsecured revolving credit agreement available for general corporate purposes.

Amounts under the agreement may be borrowed, repaid and reborrowed from time to time until maturity in July 2026.

At December 31, 2025, Array had an unsecured revolving credit agreement available for general corporate purposes.

In December 2025, Array amended the agreement to extend the maturity date to December 2030 and the maximum borrowing capacity for the agreement was reduced from $ 300.0 million to $ 100.0 million.

Amounts under the agreements may be borrowed, repaid and reborrowed from time to time until maturity.

The following table summarizes the unsecured revolving credit agreement as of December 31, 2025:

(Dollars in millions)

(Dollars in thousands)

Maximum borrowing capacity $ 100,000

Letters of credit outstanding $ 57

Amount borrowed and outstanding $ —

Amount available for use $ 99,943

Borrowings under the revolving credit agreement bear interest at a rate of Secured Overnight Financing Rate (SOFR) plus 1.50 %.

UScellular may select a borrowing period of either one, two, three or six months (or other period of twelve months or less if requested by UScellular and approved by the lenders).

UScellular’s credit spread and commitment fees on its revolving credit agreement may be subject to increase if its current credit rating from nationally recognized credit rating agencies is lowered, and may be subject to decrease if the rating is raised.

Array may select a borrowing period of either one, two, three or six months (or other period of twelve months or less if requested by Array and approved by the lenders).

Array’s credit spread and commitment fees on its revolving credit agreement may be subject to increase if its current credit rating from nationally recognized credit rating agencies is lowered, and may be subject to decrease if the rating is raised.

Term Loan Agreements

The following table summarizes the unsecured term loan credit agreements as of December 31, 2024:

Term Loan 1 1

Term Loan 2 Term Loan 3 Total

(Dollars in millions)

Maximum borrowing capacity $ 300 $ 300 $ 200 $ 800

Amount borrowed and outstanding $ 237 $ 290 $ 196 $ 723

Amount borrowed and repaid $ 63 $ 10 $ 4 $ 77

Amount available for use $ — $ — $ — $ —

Interest rate SOFR plus 1.60 %

SOFR plus 2.10 %

SOFR plus 2.60 %

Maturity date July 2026 July 2028 July 2031

Quarterly installments $ 4 million from March 2024 to December 2025;

$ 8 million from March 2026 to maturity date

$ 0.75 million from December 2021 to maturity date

$ 0.5 million from December 2022 to September 2026;

$ 1 million from December 2026 to maturity date

1 During 2024, UScellular repaid $ 40 million, in addition to required quarterly installments, under its term loan agreement due July 2026.

In August 2025, Array repaid the entire outstanding borrowings under its term loan agreements of $ 713.3 million.

Index to Financial Statements and Supplementary Data

In August 2025, Array borrowed $ 325.0 million under a term loan agreement with CoBank, ACB.

The maturity date of the agreement is June 2030.

Borrowings bear interest at a rate of SOFR plus 2.50 %.

Quarterly principal installment payments are $ 2.0 million from September 2026 to June 2029 and $ 4.0 million from September 2029 to maturity date.

Export Credit Financing Agreement

At December 31, 2024, UScellular had a $ 150 million term loan credit facility with Export Development Canada to finance (or refinance) imported equipment, including equipment purchased prior to entering the term loan credit facility agreement.

Borrowings bear interest at a rate of SOFR plus 1.60 % and are due and payable on the five-year anniversary of the first borrowing, which is in January 2027.

As of December 31, 2024, UScellular has borrowed the full amount available under the agreement.

In August 2025, Array repaid the entire outstanding borrowings under its term loan agreement with Export Development Canada of $ 150.0 million.

Receivables Securitization Agreement

At December 31, 2024, UScellular, through its subsidiaries, had a $ 450 million receivables securitization agreement that permits securitized borrowings using its equipment installment plan receivables.

Amounts under the agreement may be borrowed, repaid and reborrowed from time to time until September 2025.

Unless the agreement is amended to extend the maturity date, repayments based on receivable collections commence in October 2025.

The outstanding borrowings bear interest at a rate of the lender's cost of funds (which has historically tracked closely to SOFR) plus 1.15 %.

During 2024, UScellular borrowed $ 40 million and repaid $ 188 million under the agreement.

As of December 31, 2024, the outstanding borrowings under the agreement were $ 2 million and classified as Current portion of long-term debt in the Consolidated Balance Sheet, and the unused borrowing capacity was $ 448 million, subject to sufficient collateral to satisfy the asset borrowing base provisions of the agreement.

As of December 31, 2024, the USCC Master Note Trust held $ 94 million of assets available to be pledged as collateral for the receivables securitization agreement.

In connection with entering into the receivables securitization agreement in 2017, UScellular formed a wholly-owned subsidiary, USCC Master Note Trust (Trust), which qualifies as a bankruptcy remote entity.

Under the terms of the agreement, UScellular, through its subsidiaries, transfers eligible equipment installment receivables to the Trust.

The Trust then utilizes the transferred assets as collateral for notes payables issued to third-party financial institutions.

Since UScellular retains effective control of the transferred assets in the Trust, any activity associated with this receivables securitization agreement will be treated as a secured borrowing.

Therefore, UScellular will continue to report equipment installment receivables and any related balances on the Consolidated Balance Sheet.

Cash received from borrowings under the receivables securitization agreement will be reported as Debt.

Refer to Note 15 — Variable Interest Entities for additional information.

Array, through its subsidiaries, had a receivables securitization agreement that permitted securitized borrowings using its equipment installment plan receivables.

In May 2025, Array repaid the entire outstanding borrowings under the agreement of $ 2.0 million.

In July 2025, Array terminated the receivables securitization agreement.

Debt Covenants and Other

The revolving credit agreement, term loan agreements, export credit financing agreement and receivables securitization agreement require UScellular to comply with certain affirmative and negative covenants, which include certain financial covenants that may restrict the borrowing capacity available.

UScellular is required to maintain the Consolidated Leverage Ratio as of the end of any fiscal quarter at a level not to exceed the following:

4.25 to 1.00 from January 1, 2023 to March 31, 2024;

4.00 to 1.00 from April 1, 2024 through March 31, 2025;

3.75 to 1.00 from April 1, 2025 and thereafter.

UScellular 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.

UScellular believes that it was in compliance as of December 31, 2024 with all such financial covenants.

In connection with the revolving credit agreement, term loan agreements and export credit financing agreement, TDS and UScellular entered into subordination agreements together with the administrative agents for the lenders under each agreement.

Pursuant to these subordination agreements, (a) any consolidated funded indebtedness from UScellular to TDS will be unsecured and (b) any (i) consolidated funded indebtedness from UScellular to TDS (other than “refinancing indebtedness” as defined in the subordination agreements) in excess of $ 105 million and (ii) refinancing indebtedness in excess of $ 250 million will be subordinated and made junior in right of payment to the prior payment in full of obligations to the lenders under each agreement.

As of December 31, 2024, UScellular had no outstanding consolidated funded indebtedness or refinancing indebtedness that was subordinated to each agreement pursuant to the subordination agreements.

Certain UScellular wholly-owned subsidiaries have jointly and severally unconditionally guaranteed the payment and performance of the obligations of UScellular under the revolving credit agreement, term loan agreements and export credit agreement.

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.

Following the sale of the Array wireless operations to T-Mobile, Array is required to maintain a Consolidated Leverage Ratio, as defined in the agreements, as of the end of any fiscal quarter from and including the quarter in which such sale occurs 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 December 31, 2025 with all such financial covenants.

In connection with Array’s revolving credit agreement, TDS and Array entered into subordination agreements together with the administrative agents for the lenders under the agreement.

Pursuant to the subordination agreement, (a) any consolidated funded indebtedness from Array to TDS will be unsecured and (b) any (i) consolidated funded indebtedness from Array to TDS (other than “refinancing indebtedness” as defined in the subordination agreements) in excess of $ 105.0 million and (ii) refinancing indebtedness in excess of $ 250.0 million will be subordinated and made junior in right of payment to the prior payment in full of obligations to the lenders under each agreement.

As of December 31, 2025, Array had no outstanding consolidated funded indebtedness or refinancing indebtedness that was subordinated to each agreement pursuant to the subordination agreements.

Certain Array wholly-owned subsidiaries have jointly and severally unconditionally guaranteed the payment and performance of the obligations of Array under the revolving credit agreement.

Other subsidiaries that meet certain criteria will be required to provide a similar guaranty in the future.

UScellular entered into a performance guaranty whereby UScellular guarantees the performance of certain wholly-owned subsidiaries under the receivables securitization agreement and repurchase agreement.

Index to Financial Statements and Supplementary Data

Other Long-Term Debt

Long-term debt as of December 31, 2025 and 2024, was as follows:

1 unchanged sentence

costs Total Principal

(Dollars in millions)

(Dollars in thousands)

Unsecured Senior Notes

8 unchanged sentences

Export Credit Financing — — — 150,000 498 149,502

Finance lease obligations 4 — 4 3 — 3

Total long-term debt $ 688,929 $ 14,608 $ 674,321 $ 1,239,179 $ 15,454 $ 1,223,725

1 unchanged sentence

Long-term debt, noncurrent $ 670,258 $ 1,201,725

UScellular may redeem its 6.25% Senior Notes, 5.5% March 2070 Senior Notes and 5.5% June 2070 Senior Notes, in whole or in part at any time after the respective call date, at a redemption price equal to 100 % of the principal amount redeemed plus accrued and unpaid interest.

UScellular may redeem the 6.7% Senior Notes, in whole or in part, at any time prior to maturity at a redemption price equal to the greater of (a) 100 % of the principal amount of such notes, plus accrued and unpaid interest, or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semi-annual basis at the Treasury Rate plus 30 basis points.

Array may redeem its 6.25% Senior Notes, 5.5% March 2070 Senior Notes and 5.5% June 2070 Senior Notes, in whole or in part at any time after the respective call date, at a redemption price equal to 100 % of the principal amount redeemed plus accrued and unpaid interest.

Array may redeem the 6.7% Senior Notes, in whole or in part, at any time prior to maturity at a redemption price equal to the greater of (a) 100 % of the principal amount of such notes, plus accrued and unpaid interest, or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semi-annual basis at the Treasury Rate plus 30 basis points.

Index to Financial Statements and Supplementary Data

Interest on the Senior Notes outstanding at December 31, 2025, is payable quarterly, with the exception of the 6.7% Senior Notes for which interest is payable semi-annually.

The annual requirements for principal payments on long-term debt are approximately $ 4.1 million, $ 8.1 million, $ 8.1 million, $ 12.2 million and $ 292.5 million for the years 2026 through 2030, respectively.

The 2025 amount includes repayment of $ 2 million of outstanding borrowings under the receivables securitization agreement.

If the maturity date of the facility is not extended, principal repayments begin in October 2025.

If the T-Mobile transaction is consummated, UScellular expects to repay outstanding borrowings under certain long-term debt obligations.

The covenants associated with UScellular’s long-term debt obligations, among other things, restrict UScellular’s ability, subject to certain exclusions, to incur additional liens and enter into certain transactions.

UScellular’s long-term debt notes do not contain any provisions resulting in acceleration of the maturities of outstanding debt in the event of a change in UScellular’s credit rating.

See Note 20 — Subsequent Events for additional information.

The covenants associated with Array’s long-term debt obligations, among other things, restrict Array’s ability, subject to certain exclusions, to incur additional liens and enter into certain transactions.

Array’s long-term debt notes do not contain any provisions resulting in acceleration of the maturities of outstanding debt in the event of a change in Array’s credit rating.

Note 13 Commitments and Contingencies

Indemnifications

UScellular enters into agreements in the normal course of business that provide for indemnification of counterparties.

Array enters into agreements in the normal course of business that provide for indemnification of counterparties.

The terms of the indemnifications vary by agreement.

The events or circumstances that would require UScellular to perform under these indemnities are transaction specific;

however, these agreements may require UScellular to indemnify the counterparty for costs and losses incurred from litigation or claims arising from the underlying transaction.

UScellular is unable to estimate the maximum potential liability for these types of indemnifications as the amounts are dependent on the outcome of future events, the nature and likelihood of which cannot be determined at this time.

Historically, UScellular has not made any significant indemnification payments under such agreements.

The events or circumstances that would require Array to perform under these indemnities are transaction specific;

however, these agreements may require Array to indemnify the counterparty for costs and losses incurred from litigation or claims arising from the underlying transaction.

Array is unable to estimate the maximum potential liability for these types of indemnifications as the amounts are dependent on the outcome of future events, the nature and likelihood of which cannot be determined at this time.

Historically, Array has not made any significant indemnification payments under such agreements.

Legal Proceedings

UScellular is involved or may be involved from time to time in legal proceedings before the FCC, other regulatory authorities, and/or various state and federal courts.

UScellular had no material accruals with respect to legal proceedings and unasserted claims as of both December 31, 2024 and 2023.

Index to Financial Statements and Supplementary Data

In April 2018, the United States Department of Justice (DOJ) notified UScellular and its parent, TDS, that it was conducting inquiries of UScellular and TDS under the federal False Claims Act relating to UScellular’s participation in wireless spectrum license auctions 58, 66, 73 and 97 conducted by the FCC.

UScellular is or was a limited partner in several limited partnerships which qualified for the 25 % bid credit in each auction.

The investigation arose from two civil actions under the Federal False Claims Act brought by private parties in the U.S.

Array is involved or may be involved from time to time in legal proceedings before the FCC, other regulatory authorities, and/or various state and federal courts.

Array had no material accruals with respect to legal proceedings and unasserted claims as of both December 31, 2025 and 2024.

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 November and December 2019, following the DOJ’s investigation, the DOJ informed UScellular and TDS that it would not intervene in the above-referenced actions.

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.

In March 2023, the District Court for the District of Columbia granted UScellular’s motions to dismiss both actions.

The private party plaintiffs appealed the district court’s orders granting the motions to dismiss.

On February 11, 2025, 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 dismissal of one matter, while the second matter remains pending before the appellate court.

UScellular believes that its arrangements with the limited partnerships and the limited partnerships’ participation in the FCC auctions complied with applicable law and FCC rules.

At this time, UScellular cannot predict the outcome of the matter remaining before the appellate court.

On May 2, 2023, a putative stockholder class action was filed against TDS and UScellular and certain current and former officers and directors in the United States District Court for the Northern District of Illinois.

An Amended Complaint was filed on September 1, 2023, which names TDS, UScellular, and certain current UScellular officers and directors as defendants, and alleges that certain public statements made between May 6, 2022 and November 3, 2022 (the potential class period) regarding, among other things, UScellular’s business strategies to address subscriber demand, violated Section 10(b) and 20(a) of the Securities Exchange Act of 1934.

The plaintiff seeks to represent a class of stockholders who purchased TDS equity securities during the potential class period and demands unspecified money damages.

On June 18, 2024, a stockholder derivative lawsuit was filed in the Circuit Court of Cook County, Illinois, Chancery Division against UScellular, certain TDS and UScellular directors and officers, and nominal defendant TDS.

The derivative lawsuit takes issue with the same public statements made between May 6, 2022 and November 3, 2022, 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 UScellular.

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.

The district court set a briefing schedule for defendants' motions to dismiss and stayed all other proceedings.

On January 22, 2026, the defendants filed a motion to dismiss in the Advantage case.

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 January 31, 2025, a second stockholder derivative lawsuit was filed in the Circuit Court of Cook County, Illinois, Chancery Division against certain TDS and UScellular directors and officers, and nominal defendant TDS.

The derivative lawsuit makes similar claims as in the derivative lawsuit filed in 2024, and seeks similar relief.

UScellular 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.

UScellular intends to contest plaintiffs’ claims vigorously on the merits.

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.

A status conference on the motion to dismiss is set for April 24, 2026.

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.

Note 14 Variable Interest Entities

Consolidated VIEs

UScellular consolidates VIEs in which it has a controlling financial interest as defined by GAAP, and is therefore deemed the primary beneficiary.

UScellular reviews the criteria for a controlling financial interest at the time it enters into agreements and subsequently when events warranting reconsideration occur.

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 this Form 10-K.

UScellular formed USCC EIP LLC (Seller/Sub-Servicer), USCC Receivables Funding LLC (Transferor) and the USCC Master Note Trust (Trust), collectively the special purpose entities (SPEs), to facilitate a securitized borrowing using its equipment installment plan receivables.

Under a Receivables Sale Agreement, UScellular wholly-owned, majority-owned and unconsolidated entities, collectively referred to as “affiliated entities”, transfer device equipment installment plan contracts to the Seller/Sub-Servicer.

The Seller/Sub-Servicer aggregates device equipment installment plan contracts, and performs servicing, collection and all other administrative activities related to accounting for the equipment installment plan contracts.

The Seller/Sub-Servicer sells the eligible equipment installment plan receivables to the Transferor, a bankruptcy remote entity, which subsequently sells the receivables to the Trust.

The Trust, which is bankruptcy remote and isolated from the creditors of UScellular, will be responsible for issuing asset-backed variable funding notes (Notes), which are collateralized by the equipment installment plan receivables owned by the Trust.

Given that UScellular has the power to direct the activities of these SPEs, and that these SPEs lack sufficient equity to finance their activities, UScellular is deemed to have a controlling financial interest in the SPEs, and therefore consolidates them.

All transactions with third parties (e.g., issuance of the asset-backed variable funding notes) will be accounted for as a secured borrowing due to the pledging of equipment installment plan contracts as collateral, significant continuing involvement in the transferred assets, subordinated interests of the cash flows, and continued evidence of control of the receivables.

Refer to Note 13 — Debt, Receivables Securitization Agreement for additional details regarding the securitization agreement for which these entities were established.

Index to Financial Statements and Supplementary Data

Array formed USCC EIP LLC, USCC Receivables Funding LLC and the USCC Master Note Trust, collectively the special purpose entities (SPEs), to facilitate a securitized borrowing using its equipment installment plan receivables.

Given that Array had the power to direct the activities of these SPEs, and that these SPEs lacked sufficient equity to finance their activities, Array was deemed to have a controlling financial interest in the SPEs, and therefore consolidated them.

On July 31, 2025, Array terminated the receivables securitization agreement and the USCC Master Note Trust was dissolved.

On August 1, 2025, USCC EIP LLC and USCC Receivables Funding LLC conveyed to T-Mobile.

Following these events, the SPEs were no longer classified as VIEs.

The following VIEs were formed to participate in FCC auctions of wireless spectrum licenses and to fund, establish, and provide wireless service with respect to any FCC wireless spectrum licenses won in the auctions:

▪ Advantage Spectrum, L.P.

(Advantage Spectrum) and Sunshine Spectrum, Inc., the general partner of Advantage Spectrum;

(Advantage Spectrum) and Sunshine Spectrum, LLC, the general partner of Advantage Spectrum;

▪ King Street Wireless, L.P.

(King Street Wireless) and King Street Wireless, Inc., the general partner of King Street Wireless.

Index to Financial Statements and Supplementary Data

(King Street Wireless) and King Street Wireless, LLC, the general partner of King Street Wireless.

These particular VIEs are collectively referred to as designated entities.

The power to direct the activities that most significantly impact the economic performance of these VIEs is shared.

Specifically, the general partner of these VIEs has the exclusive right to manage, operate and control the limited partnerships and make all decisions to carry on the business of the partnerships.

The general partner of each partnership needs the consent of the limited partner, an indirect UScellular subsidiary, to sell or lease certain wireless spectrum licenses, to make certain large expenditures, admit other partners or liquidate the limited partnerships.

Although the power to direct the activities of these VIEs is shared, UScellular has the most significant level of exposure to the variability associated with the economic performance of the VIEs, indicating that UScellular is the primary beneficiary of the VIEs.

Therefore, in accordance with GAAP, these VIEs are consolidated into the UScellular financial statements.

UScellular also consolidates other VIEs that are limited partnerships that provide wireless service.

Although the power to direct the activities of these VIEs was shared, Array had the most significant level of exposure to the variability associated with the economic performance of the VIEs, indicating that Array was the primary beneficiary of the VIEs.

Therefore, in accordance with GAAP, these VIEs were consolidated into the Array financial statements.

On July 14, 2025, Array completed the acquisition of the remaining interest of King Street Wireless, LLC and Sunshine Spectrum, LLC for a total aggregate purchase price of $ 16.7 million.

Following the acquisition, the designated entities were no longer classified as VIEs.

Array also consolidates other 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, UScellular is the general partner and manages the operations.

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 UScellular financial statements under the variable interest model.

The following table presents the classification and balances of the consolidated VIEs’ assets and liabilities in UScellular’s Consolidated Balance Sheet.

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.

The balances presented for both periods represent the consolidated VIEs identified as of December 31, 2025.

As discrete continuing operations balances are not available, the balances presented for December 31, 2024 are derived from the ratio of continuing operations for the respective financial statement line item of Array's Consolidated Balance Sheet.

December 31, 2025 2024

(Dollars in millions)

(Dollars in thousands)

Cash and cash equivalents $ — $ 8

Accounts receivable 1,445 166

Inventory, net 5 4

Other current assets 338 304

Licenses — 1,853

Non-current assets held for sale 1,853 —

Property, plant and equipment, net 16,997 17,424

6 unchanged sentences

Total liabilities $ 41,620 $ 38,626

1 Total liabilities does not include amounts borrowed under the receivables securitization agreement.

See Note 13 — Debt for additional information.

Unconsolidated VIEs

UScellular manages the operations of and holds a variable interest in certain other limited partnerships, but is not the primary beneficiary of these entities, and therefore does not consolidate them into the UScellular financial statements under the variable interest model.

UScellular’s total investment in these unconsolidated entities was $ 5 million and $ 6 million at December 31, 2024 and 2023, respectively, and is included in Investments in unconsolidated entities in UScellular’s Consolidated Balance Sheet.

The maximum exposure from unconsolidated VIEs is limited to the investment held by UScellular in those entities.

Other Related Matters

UScellular made contributions, loans or advances to its VIEs totaling $ 331 million, $ 306 million and $ 282 million during 2024, 2023 and 2022, respectively;

of which $ 285 million, $ 271 million and $ 249 million, in 2024, 2023 and 2022, respectively are related to USCC EIP LLC as discussed above.

UScellular may agree to make additional capital contributions and/or advances to these or other VIEs and/or to their general partners to provide additional funding for their operations or the development of wireless spectrum licenses granted in various auctions.

UScellular may finance such amounts with a combination of cash on hand, borrowings under its revolving credit or receivables securitization agreements and/or other long-term debt.

There is no assurance that UScellular will be able to obtain additional financing on commercially reasonable terms or at all to provide such financial support.

Array manages the operations of and holds a variable interest in certain other limited partnerships, but is not the primary beneficiary of these entities, and therefore does not consolidate them into the Array financial statements under the variable interest model.

Array’s total investment in these unconsolidated entities was $ 1.3 million and $ 4.7 million at December 31, 2025 and 2024, respectively, and is included in Investments in unconsolidated entities in Array’s Consolidated Balance Sheet.

The maximum exposure from unconsolidated VIEs is limited to the investment held by Array in those entities.

Index to Financial Statements and Supplementary Data

Other Related Matters

Array made no material contributions, loans or advances to its VIEs, identified as of December 31, 2025, during 2025 and $ 9.0 million and $ 9.3 million during 2024 and 2023, respectively .

Note 15 Noncontrolling Interests

UScellular’s consolidated financial statements include certain noncontrolling interests that meet the GAAP definition of mandatorily redeemable financial instruments.

These mandatorily redeemable noncontrolling interests represent interests held by third parties in consolidated partnerships, where the terms of the underlying partnership agreement provide for a defined termination date at which time the assets of the subsidiary are to be sold, the liabilities are to be extinguished and the remaining net proceeds are to be distributed to the noncontrolling interest holders and UScellular in accordance with the respective partnership agreements.

Array’s consolidated financial statements include certain noncontrolling interests that meet the GAAP definition of mandatorily redeemable financial instruments.

These mandatorily redeemable noncontrolling interests represent interests held by third parties in consolidated partnerships, where the terms of the underlying partnership agreement provide for a defined termination date at which time the assets of the subsidiary are to be sold, the liabilities are to be extinguished and the remaining net proceeds are to be distributed to the noncontrolling interest holders and Array in accordance with the respective partnership agreements.

The termination dates of these mandatorily redeemable noncontrolling interests range from 2085 to 2092.

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The excess of the aggregate settlement value over the aggregate carrying value of these mandatorily redeemable noncontrolling interests is due primarily to the unrecognized appreciation of the noncontrolling interest holders’ share of the underlying net assets and operations of the consolidated partnerships.

Neither the noncontrolling interest holders’ share, nor UScellular’s share, of the appreciation of the underlying net assets and operations of these subsidiaries is reflected in the consolidated financial statements.

Neither the noncontrolling interest holders’ share, nor Array’s share, of the appreciation of the underlying net assets and operations of these subsidiaries is reflected in the consolidated financial statements.

Note 16 Common Shareholders’ Equity

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The Series A Common Shares are entitled to elect 75% of the directors (rounded down), and the Common Shares elect 25% of the directors (rounded up).

As of December 31, 2024, a majority of UScellular’s outstanding Common Shares and all of UScellular’s outstanding Series A Common Shares were held by TDS.

As of December 31, 2025, a majority of Array’s outstanding Common Shares and all of Array’s outstanding Series A Common Shares were held by TDS.

Common Share Repurchase Program

In November 2009, UScellular announced by Form 8-K that the Board of Directors of UScellular authorized the repurchase of up to 1,300,000 Common Shares on an annual basis beginning in 2009 and continuing each year thereafter, on a cumulative basis.

In December 2016, the UScellular Board amended this authorization to provide that, beginning on January 1, 2017, 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 amount for any year, such amount would be zero for such year.

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 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 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 amount for any year, such 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.

During 2024, UScellular repurchased 939,999 Common Shares for $ 55 million at an average cost per share of $ 58.06 .

During 2025 , Array repurchased 328,835 Common Shares for $ 20.9 million at an average cost per share of $ 63.49 .

As of December 31, 2025, the total cumulative amount of Common Shares authorized to be purchased is 658,107 .

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Tax-Deferred Savings Plan

At December 31, 2024, UScellular has reserved 962,000 Common Shares for issuance under the TDS Tax-Deferred Savings Plan, a qualified profit‑sharing plan pursuant to Sections 401(a) and 401(k) of the Internal Revenue Code.

Participating employees have the option of investing their contributions in a UScellular Common Share fund, a TDS Common Share fund or certain unaffiliated funds.

Note 18 Stock-Based Compensation

UScellular has established the following stock‑based compensation plans:

Long-Term Incentive Plans and a Non-Employee Director compensation plan.

Under the UScellular Long-Term Incentive Plans, UScellular may grant fixed and performance-based incentive and non-qualified stock options, restricted stock, restricted stock units, and deferred compensation stock unit awards to key employees.

At December 31, 2024, the only types of awards outstanding are fixed non-qualified stock option awards, restricted stock unit awards, performance share awards and deferred compensation stock unit awards.

Under the Non-Employee Director compensation plan, UScellular may grant Common Shares to members of the Board of Directors who are not employees of UScellular or TDS.

At December 31, 2024, UScellular had reserved 13,035,000 Common Shares for equity awards granted and to be granted under the Long-Term Incentive Plans and 480,000 Common Shares for issuance under the Non-Employee Director compensation plan.

Index to Financial Statements and Supplementary Data

UScellular uses treasury stock to satisfy requirements for Common Shares issued pursuant to its various stock-based compensation plans.

Long-Term Incentive Plans – Restricted Stock Units

UScellular grants restricted stock unit awards to key employees that generally vest after two years , three years or one-third graded vesting each year.

Each outstanding restricted stock unit is convertible into one Common Share Award.

The restricted stock unit awards currently outstanding were granted in 2022, 2023 and 2024 and vest in 2025, 2026 and 2027.

UScellular modified certain restricted stock unit awards in 2024, which resulted in the recognition of $ 4 million of incremental expense in 2024.

UScellular estimates the fair value of restricted stock units based on the closing market price of UScellular shares on the date of grant.

The fair value is then recognized as compensation cost on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period.

A summary of UScellular nonvested restricted stock units and changes during 2024 is presented in the table below:

Common Restricted Stock Units Number Weighted Average Grant Date Fair Value

Nonvested at December 31, 2023 2,548,000 $ 27.26

Granted 728,000 $ 35.67

Vested ( 782,000 ) $ 31.98

Forfeited ( 56,000 ) $ 27.68

Nonvested at December 31, 2024 2,438,000 $ 29.01

The total fair value of restricted stock units that vested during 2024, 2023 and 2022 was $ 28 million, $ 12 million and $ 9 million, respectively.

The weighted average grant date fair value per share of the restricted stock units granted in 2024, 2023 and 2022 was $ 35.67 , $ 21.15 and $ 30.35 , respectively.

Long-Term Incentive Plans – Performance Share Units

UScellular grants performance share units to key employees that generally vest after three years .

UScellular modified certain performance share unit awards in 2023, which resulted in the recognition of $ 10 million and $ 4 million of incremental expense in 2024 and 2023, respectively.

UScellular modified certain performance share unit awards in 2024, which resulted in the recognition of $ 6 million of incremental expense in 2024.

For the 2022 grants, each recipient may be entitled to shares of UScellular common stock equal to 75 % to 200 % of a communicated target award depending on the achievement of a predetermined Return on Capital target over the performance period, which is a three -year period from January 1, 2022 to December 31, 2024.

For the 2023 grants, each recipient may be entitled to shares of UScellular common stock equal to 0 % to 150 % of a communicated target award depending on the achievement of a predetermined Return on Capital target over the performance period, which is a one -year period from January 1, 2023 to December 31, 2023.

For the 2024 grants, each recipient may be entitled to shares of UScellular common stock equal to 0 % to 175 % of a communicated target award depending on the achievement of predetermined Return on Capital and Simple Free Cash Flow targets over the performance period, which is a one -year period from January 1, 2024 to December 31, 2024.

The performance share units currently outstanding were granted in 2022, 2023 and 2024 and will vest in 2025, 2026 and 2027, respectively.

Additionally, UScellular granted performance share units during 2020 to a newly appointed President and Chief Executive Officer.

The recipient may be entitled to shares of UScellular common stock equal to 100 % of the communicated target award depending on the achievement of predetermined performance-based operating targets over the performance period, which is any two calendar-year period commencing no earlier than January 1, 2021 and ending no later than December 31, 2026.

Performance-based operating targets include Average Total Revenue Growth and Average Annual Return on Capital.

If one, or both, of the performance targets are not satisfied, the award will be forfeited.

UScellular estimates the fair value of performance share units using UScellular’s closing stock price on the date of grant.

An estimate of the number of performance share units expected to vest based upon achieving the performance-based operating targets is made and the aggregate fair value is expensed on a straight-line basis over the requisite service period.

Each reporting period, during the performance period, the estimate of the number of performance share units expected to vest is reviewed and stock compensation expense is adjusted as appropriate to reflect the revised estimate of the aggregate fair value of the performance share units expected to vest.

Index to Financial Statements and Supplementary Data

A summary of UScellular's nonvested performance share units and changes during 2024 is presented in the table below:

Common Performance Share Units Number Weighted Average Grant Date Fair Value

Nonvested at December 31, 2023 1,457,000 $ 27.37

Granted 409,000 $ 36.59

Vested ( 263,000 ) $ 20.06

Change in units based on approved performance factors 114,000 $ 23.06

Forfeited ( 109,000 ) $ 21.35

Nonvested at December 31, 2024 1,608,000 $ 31.91

The total fair value of performance share units that vested during 2024, 2023 and 2022 was $ 9 million, $ 7 million and $ 6 million, respectively.

The weighted average grant date fair value per share of the performance share units granted in 2024, 2023 and 2022 was $ 36.59 , $ 21.26 and $ 31.35 , respectively.

Long-Term Incentive Plans – Stock Options

UScellular's last stock option grant occurred in 2016.

Stock options outstanding, and the related weighted average exercise price, at December 31, 2024 and 2023 were 41,000 units at $ 45.51 and 112,000 units at $ 44.34 , respectively.

All stock options are exercisable and expire between 2025 and 2026.

Long-Term Incentive Plans – Deferred Compensation Stock Units

Certain UScellular employees may elect to defer receipt of all or a portion of their annual bonuses and to receive a company matching contribution on the amount deferred.

All bonus compensation that is deferred by employees electing to participate is immediately vested and is deemed to be invested in UScellular Common Share stock units.

The amount of UScellular's matching contribution is a 33 % match for the amount of their total annual bonus that is deferred into the program.

Matching contributions are also deemed to be invested in UScellular Common Share stock units and vest over three years .

Compensation of Non-Employee Directors

UScellular issued 20,000 , 36,000 and 22,000 Common Shares in 2024, 2023 and 2022, respectively, under its Non-Employee Director compensation plan.

Stock‑Based Compensation Expense

The following table summarizes stock‑based compensation expense recognized during 2024, 2023 and 2022:

Year Ended December 31, 2024 2023 2022

(Dollars in millions)

Restricted stock unit awards 30 20 18

Performance share unit awards 24 2 5

Awards under Non-Employee Director compensation plan 1 1 1

Total stock-based compensation expense, before income taxes 55 23 24

Income tax benefit ( 14 ) ( 6 ) ( 6 )

Total stock-based compensation expense, net of income taxes $ 41 $ 17 $ 18

The following table provides a summary of the classification of stock-based compensation expense included in the Consolidated Statement of Operations for the years ended:

December 31, 2024 2023 2022

(Dollars in millions)

Selling, general and administrative expense $ 48 $ 19 $ 20

System operations expense 7 4 4

Total stock-based compensation expense $ 55 $ 23 $ 24

At December 31, 2024, unrecognized compensation cost for all UScellular stock‑based compensation awards was $ 42 million and is expected to be recognized over a weighted average period of 1.5 years.

UScellular’s tax benefits realized from the vesting of awards totaled $ 10 million in 2024.

Index to Financial Statements and Supplementary Data

At December 31, 2025, Array has reserved 955,000 Common Shares for issuance under the TDS Tax-Deferred Savings Plan, a qualified profit‑sharing plan pursuant to Sections 401(a) and 401(k) of the Internal Revenue Code.

Participating employees have the option of investing their contributions in a Array Common Share fund, a TDS Common Share fund or certain unaffiliated funds.

Note 17 Business Segment Information

During the second quarter of 2024, UScellular modified its reporting structure due to the planned disposal of the wireless operations and, as a result, disaggregated the UScellular operations into two reportable segments – Wireless and Towers.

This presentation reflects how UScellular's chief operating decision maker allocates resources and evaluates operating performance following this strategic shift.

Wireless generates its revenues by providing wireless services and equipment.

Towers generates its revenues by leasing tower space on UScellular-owned towers to other wireless carriers.

The Towers segment records rental revenue and the Wireless segment records a related expense when the Wireless segment uses company-owned towers to locate its network equipment, using estimated market pricing - this revenue and expense is eliminated in consolidation.

Prior periods have been updated to conform to the new reportable segments.

Adjusted earnings before interest, taxes, depreciation, amortization and accretion (Adjusted EBITDA) is the segment measure of profit or loss reported to the chief operating decision maker for purposes of assessing the segments' performance and making capital allocation decisions.

Adjusted EBITDA is a non-GAAP financial measure that shows adjusted earnings before interest, taxes, depreciation, amortization and accretion, gains and losses, and expenses related to the strategic alternatives review of UScellular.

UScellular believes Adjusted EBITDA is a useful measure of UScellular's operating results before significant recurring non-cash charges, gains and losses, and other items as presented below as it provides additional relevant and useful information to investors and other users of UScellular'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.

UScellular's chief operating decision maker is the TDS President and Chief Executive Officer.

Index to Financial Statements and Supplementary Data

Year Ended December 31, 2024 Wireless Towers Total

(Dollars in millions)

Revenues from external customers $ 3,667 $ 103 $ 3,770

Intersegment revenues — 131 131

3,667 234 3,901

Reconciliation of revenue:

Elimination of intersegment revenues ( 131 )

Total operating revenues $ 3,770

Cost of services (excluding Depreciation, amortization and accretion reported below) 777 78

Cost of equipment and products 906 —

Selling, general and administrative 1,298 32

Expenses related to strategic alternatives review (included in Selling, general and administrative) ( 33 ) ( 2 )

Segment Adjusted EBITDA (Non-GAAP) $ 719 $ 126 $ 845

Reconciliation of Segment Adjusted EBITDA to Income (loss) before income taxes:

Depreciation, amortization and accretion ( 665 )

Expenses related to strategic alternatives review (included in Selling, general and administrative) ( 35 )

Loss on impairment of licenses ( 136 )

Loss on asset disposals, net ( 18 )

Loss on license sales and exchanges, net ( 3 )

Equity earnings of unconsolidated entities 161

Interest and dividend income 12

Interest expense ( 183 )

Income (loss) before income taxes $ ( 22 )

Other segment disclosures

Year Ended or as of December 31, 2024 Wireless Towers Segment Total UScellular

Depreciation, amortization and accretion $ ( 620 ) $ ( 45 ) $ ( 665 )

Loss on impairment of licenses ( 136 ) — ( 136 )

Loss on asset disposals, net ( 17 ) ( 1 ) ( 18 )

Loss on license sales and exchanges, net ( 3 ) — ( 3 )

Investments in unconsolidated entities 2

Total assets 3

Capital expenditures $ 554 $ 23 $ 577

Index to Financial Statements and Supplementary Data

Year Ended December 31, 2023 Wireless Towers Total

(Dollars in millions)

Revenues from external customers $ 3,805 $ 101 $ 3,906

Intersegment revenues — 127 127

3,805 228 4,033

Reconciliation of revenue:

Elimination of intersegment revenues ( 127 )

Total operating revenues $ 3,906

Cost of services (excluding Depreciation, amortization and accretion reported below) 794 73

Cost of equipment and products 988 —

Selling, general and administrative 1,334 34

Expenses related to strategic alternatives review (included in Selling, general and administrative) ( 8 ) —

Segment Adjusted EBITDA (Non-GAAP) $ 697 $ 121 $ 818

Reconciliation of Segment Adjusted EBITDA to Income before income taxes:

Depreciation, amortization and accretion ( 656 )

Expenses related to strategic alternatives review (included in Selling, general and administrative) ( 8 )

Loss on asset disposals, net ( 17 )

Gain on license sales and exchanges, net 2

Equity earnings of unconsolidated entities 158

Interest and dividend income 10

Interest expense ( 196 )

Income before income taxes $ 111

Other segment disclosures

Year Ended or as of December 31, 2023 Wireless Towers Segment Total UScellular

Depreciation, amortization and accretion $ ( 610 ) $ ( 46 ) $ ( 656 )

Gain (loss) on asset disposals, net ( 19 ) 2 ( 17 )

Gain on license sales and exchanges, net 2 — 2

Investments in unconsolidated entities 2

Total assets 3

Capital expenditures $ 580 $ 31 $ 611

Index to Financial Statements and Supplementary Data

Year Ended December 31, 2022 Wireless Towers Total

(Dollars in millions)

Revenues from external customers $ 4,076 $ 93 $ 4,169

Intersegment revenues — 123 123

4,076 216 4,292

Reconciliation of revenue:

Elimination of intersegment revenues ( 123 )

Total operating revenues $ 4,169

Cost of services (excluding Depreciation, amortization and accretion reported below) 807 71

Cost of equipment and products 1,216 —

Selling, general and administrative 1,376 32

Segment Adjusted EBITDA (Non-GAAP) $ 677 $ 113 $ 790

Reconciliation of Segment Adjusted EBITDA to Income before income taxes:

Depreciation, amortization and accretion ( 700 )

Loss on impairment of licenses ( 3 )

Loss on asset disposals, net ( 19 )

Gain on sale of business and other exit costs, net 1

Equity earnings of unconsolidated entities 158

Interest and dividend income 8

Interest expense ( 163 )

Income before income taxes $ 72

Other segment disclosures

Year Ended or as of December 31, 2022 Wireless Towers Segment Total UScellular

Depreciation, amortization and accretion $ ( 655 ) $ ( 45 ) $ ( 700 )

Loss on impairment of licenses ( 3 ) — ( 3 )

Loss on asset disposals, net ( 19 ) — ( 19 )

Gain on sale of business and other exit costs, net 1 — 1

Investments in unconsolidated entities 2

Total assets 3

Capital expenditures $ 689 $ 28 $ 717

1 The significant segment expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

Intersegment expenses are included within the amounts shown.

2 This item is not included in the evaluation of operating performance of the Wireless and Towers segments, and therefore is reported for "UScellular".

3 Assets are not provided at the individual segment level for Wireless and Towers, and therefore is reported for "UScellular".

The UScellular segments operate under a common capital structure, and management has historically considered its assets collectively as part of a combined wireless network.

As of December 31, 2025 , the wireless operations and select spectrum assets sold to T-Mobile qualified as discontinued operations.

See Note 2 — Discontinued Operations for additional information.

The wireless operations and select spectrum assets sold were reported within the Wireless segment in prior periods and as a result of the sale, the previously reported Wireless and Towers segments no longer meet the criteria to be reportable segments and Array is now 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.

Index to Financial Statements and Supplementary Data

Although the chief operating decision maker regularly use s Adjusted earnings before interest, taxes, depreciation, amortization and accretion (Adjusted EBITDA) for purposes of assessing performanc e and making capital allocation decisions, Array has concluded that Net income attributable to Array shareholders, as reported on the Consolidated Statement of Operations, is also used and is the measure of profit or loss required to be disclosed under the provisions of ASC 280 for a single operating segment.

The measure of segment assets is reported in the Consolidated Balance Sheet as "Total assets".

Note 18 Supplemental Cash Flow Disclosures

Following are supplemental cash flow disclosures regarding interest paid and income taxes paid.

Following are supplemental cash flow disclosures regarding interest paid.

Year Ended December 31, 2025 2024 2023

(Dollars in millions)

(Dollars in thousands)

Interest paid $ 26,773 $ 13,462 $ 15,597

Income taxes paid, net of (refunds received) 36 3 ( 116 )

Following are supplemental cash flow disclosures regarding transactions related to stock-based compensation awards.

In certain situations, UScellular withholds shares that are issuable upon the exercise of stock options or the vesting of restricted shares to cover, and with a value equivalent to, the exercise price and/or the amount of taxes required to be withheld from the stock award holder at the time of the exercise or vesting.

UScellular then pays the amount of the required tax withholdings to the taxing authorities in cash.

In certain situations, Array withholds shares that are issuable upon the exercise of stock options or the vesting of restricted shares to cover, and with a value equivalent to, the exercise price and/or the amount of taxes required to be withheld from the stock award holder at the time of the exercise or vesting.

Array then pays the amount of the required tax withholdings to the taxing authorities in cash.

Year Ended December 31, 2025 2024 2023

(Dollars in millions)

(Dollars in thousands)

Common Shares withheld 956,000 363,000 347,000

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Cash disbursements for payment of taxes ( 64,176 ) ( 13,095 ) ( 5,989 )

Net cash receipts (disbursements) from exercise of stock options and vesting of other stock awards $ ( 11 ) $ ( 6 ) $ ( 5 )

Software License Agreements

Certain software licenses are recorded as acquisitions of property, plant and equipment and the incurrence of a liability to the extent that the license fees are not fully paid at acquisition, and are treated as non-cash activity in the Consolidated Statement of Cash Flows.

Such acquisitions of software licenses that are not reflected as Cash paid for additions to property, plant and equipment were $ 25 million, $ 24 million and $ 130 million for the years ended 2024, 2023 and 2022, respectively.

At December 31, 2024, liabilities of $ 43 million and $ 19 million related to software license agreements were recorded to Other current liabilities and Other deferred liabilities and credits, respectively, in the Consolidated Balance Sheet.

At December 31, 2023, liabilities of $ 68 million and $ 35 million related to software license agreements were recorded to Other current liabilities and Other deferred liabilities and credits, respectively, in the Consolidated Balance Sheet.

Net cash disbursements from exercise of stock options and vesting of other stock awards $ ( 63,446 ) $ ( 11,246 ) $ ( 5,870 )

Note 19 Certain Relationships and Related Transactions

Sidley Austin LLP performs legal services for UScellular and its subsidiaries:

Carlson, TDS President and Chief Executive Officer as of February 1, 2025, a director of UScellular, a director and executive Chair of the Board of Directors of TDS and a trustee and beneficiary of a voting trust that controls TDS was formerly Senior Counsel at Sidley Austin LLP until January 31, 2025.

Kelsh, the former General Counsel of UScellular and the General Counsel and/or an Assistant Secretary of TDS and certain subsidiaries of TDS is a partner at Sidley Austin LLP.

Carlson did not provide legal services to TDS, UScellular or their subsidiaries.

UScellular and its subsidiaries incurred legal costs from Sidley Austin LLP of $ 7 million, $ 7 million and $ 5 million in 2024, 2023 and 2022, respectively.

UScellular is billed for all services it receives from TDS, pursuant to the terms of various agreements between it and TDS.

These billings are included in UScellular's Systems operations and Selling, general and administrative expenses.

Some of these agreements were established at a time prior to UScellular's initial public offering when TDS owned more than 90 % of UScellular's outstanding capital stock and may not reflect terms that would be obtainable from an unrelated third party through arms-length negotiations.

Billings from TDS and certain of its subsidiaries to UScellular are based on expenses specifically identified to UScellular and on allocations of common expenses.

Such allocations are based on the relationship of UScellular's assets, employees, investment in property, plant and equipment and expenses relative to all subsidiaries in the TDS consolidated group.

Management believes the method TDS uses to allocate common expenses is reasonable and that all expenses and costs applicable to UScellular are reflected in its financial statements.

Billings to UScellular from TDS totaled $ 71 million, $ 87 million and $ 96 million in 2024, 2023 and 2022, respectively.

The Audit Committee of the Board of Directors of UScellular is responsible for the review and evaluation of all related-party transactions as such term is defined by the rules of the New York Stock Exchange.

Array is billed for all services it receives from TDS, pursuant to the terms of various agreements between it and TDS.

These billings are included in Array's Cost of operations and Selling, general and administrative expenses.

Some of these agreements were established at a time prior to Array's initial public offering when TDS owned more than 90 % of Array's outstanding capital stock and may not reflect terms that would be obtainable from an unrelated third party through arms-length negotiations.

Billings from TDS and certain of its subsidiaries to Array are based on expenses specifically identified to Array and on allocations of common expenses.

Such allocations are primarily based on the relationship of Array's assets, employees, investment in property, plant and equipment and expenses relative to all subsidiaries in the TDS consolidated group.

Management believes the method TDS uses to allocate common expenses is reasonable and that all expenses and costs applicable to Array are reflected in its financial statements.

Billings to Array from TDS totaled $ 51.8 million, $ 55.9 million and $ 70.1 million in 2025, 2024 and 2023, respectively.

The Audit Committee of the Board of Directors of Array is responsible for the review and evaluation of all related-party transactions as such term is defined by the rules of the New York Stock Exchange.

Note 20 Subsequent Events

On January 13, 2026, Array closed on the sale of certain 3.45 GHz and 700MHz wireless spectrum licenses to AT&T for total proceeds of $ 1,018.0 million and expects to record a book gain on the transaction o f approximately $ 155.0 million ($ 116.0 million net of tax expense) during the first quarter of 2026.

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.

Index to Financial Statements and Supplementary Data

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Management’s Responsibility for Financial Statements

Management of United States Cellular Corporation has the responsibility for preparing the accompanying consolidated financial statements and for their integrity and objectivity.

Management of Array Digital Infrastructure, Inc.

has the responsibility for preparing the accompanying consolidated financial statements and for their integrity and objectivity.

The statements were prepared in accordance with accounting principles generally accepted in the United States of America and, in management’s opinion, were fairly presented.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of United States Cellular Corporation

To the Board of Directors and Shareholders of Array Digital Infrastructure, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of United States Cellular Corporation and its subsidiaries (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements of operations, of changes in equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the "consolidated financial statements").

We have audited the accompanying consolidated balance sheets of Array Digital Infrastructure, Inc.

and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations, of changes in equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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Index to Financial Statements and Supplementary Data

Revenue Recognition - Retail Service and Equipment Sales Revenue

As described in Note 2 to the consolidated financial statements, the Company generates revenues from retail services through the sale of wireless services including voice, messaging, and data services, as well as revenues from equipment sales through the sale of wireless devices and accessories.

The Company recognizes wireless service revenue as the wireless service is provided to the customer.

Wireless services are generally billed and paid in advance on a monthly basis.

The Company offers a comprehensive range of wireless devices such as handsets, tablets, mobile hotspots, home phones, and routers for use by its customers.

The Company also sells wireless devices to agents and other third-party distributors for resale.

The Company also offers customers the option to purchase certain devices and accessories under installment contracts over a specified time period.

The Company recognizes revenue in equipment sales revenues when control of the device or accessory is transferred to the customer, agent or third-party distributor, which is generally upon delivery.

The Company’s retail service and equipment sales revenue was $2,674 million and $783 million, respectively, for the year ended December 31, 2024.

The principal consideration for our determination that performing procedures relating to revenue recognition - retail service and equipment sales revenue is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition.

Recognition of Wireless Services, Wireless Devices, and Activation Fees Revenues Presented as Discontinued Operations

As described in Note 2 to the consolidated financial statements, on August 1, 2025, the Company sold its wireless operations and select spectrum assets to T-Mobile US, Inc.

Management determined the sale met the criteria to be classified as discontinued operations.

Certain services and products from which the discontinued operations generated its revenues include wireless services, wireless devices, and activation fees.

The Company recognizes wireless services revenue within service revenues as the wireless service is provided to the customer.

The Company recognizes revenue from wireless devices within equipment sales revenues when control of the device is transferred to the customer, agent or third-party distributor, which is generally upon delivery.

The Company frequently discounted wireless devices sold to new and current customers.

The Company recognizes revenue from activation fees charged in connection with the sale of certain services and equipment over the period benefited.

The Company sold bundled service and equipment offerings.

In these instances, the Company recognized its revenue based on the relative standalone selling prices for each distinct service or equipment performance obligation, or bundles thereof.

The Company’s service operating revenues from discontinued operations was $1,659.9 million for the year ended December 31, 2025, a significant portion of which related to wireless services and activation fees revenues.

The Company’s equipment sales operating revenues from discontinued operations was $401.1 million for the year ended December 31, 2025, a significant portion of which related to wireless devices and activation fees revenues.

The principal consideration for our determination that performing procedures relating to the recognition of wireless services, wireless devices, and activation fees revenues presented as discontinued operations is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s recognition of wireless services, wireless devices, and activation fees revenues.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the retail service and equipment sales revenue recognition processes.

These procedures also included, among others, (i) testing whether the criteria for recognition of retail service and equipment sales revenue had been met by obtaining and inspecting invoices, shipping documents, where applicable, and cash receipts from customers for a sample of revenue transactions, (ii) testing discounts and rebates for a sample of transactions, (iii) evaluating the allocation of the transaction price to the performance obligations, where applicable, (iv) recalculating the appropriateness of the retail service and equipment sales revenue recognized based on the terms of each arrangement for a sample of transactions, and (v) confirming a sample of outstanding customer invoice balances as of December 31, 2024, and obtaining and inspecting source documents, such as invoices, sales contracts, shipping documents, and subsequent cash receipts, for confirmations not returned.

These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over the recognition of wireless services, wireless devices, and activation fees revenues.

These procedures also included, among others (i) for a sample of wireless services, wireless devices, and activation fees revenues (a) testing the recognition of revenue by obtaining and inspecting source documents, such as invoices, where applicable, and cash receipts from customers, (b) evaluating the relative standalone selling price for each distinct service or equipment performance obligation, or bundle, where applicable, and (c) recalculating the revenue recognized based on the terms of each arrangement and (ii) testing a sample of discounts on wireless devices by obtaining and inspecting source documents, such as invoices, where applicable, and cash receipts from customers.

/s/ PricewaterhouseCoopers LLP

2 unchanged sentences

We have served as the Company’s auditor since 2002.

Index to Financial Statements and Supplementary Data

Array Digital Infrastructure, Inc.

Consolidated Quarterly Information (Unaudited)

Quarter Ended

2025 March 31 June 30 September 30 December 31

(Dollars in thousands, except per share amounts)

Operating revenues $ 26,984 $ 28,529 $ 47,119 $ 60,328

Operating income (loss) (29,627) (18,190) (53,313) 8,597

Net income from continuing operations 5,483 15,099 109,920 41,764

Net income from continuing operations attributable to Array shareholders $ 4,684 $ 14,773 $ 108,836 $ 41,360

Basic earnings per share from continuing operations attributable to Array shareholders $ 0.05 $ 0.17 $ 1.26 $ 0.48

Diluted earnings per share from continuing operations attributable to Array shareholders $ 0.05 $ 0.17 $ 1.25 $ 0.48

Quarter Ended

2024 March 31 June 30 September 30 December 31

(Dollars in thousands, except per share amounts)

Operating revenues $ 25,466 $ 25,639 $ 25,739 $ 26,089

Operating income (loss) (27,714) (43,335) (160,167) (29,119)

Net income (loss) from continuing operations 5,589 (2,184) (95,701) 11,832

Net income (loss) from continuing operations attributable to Array shareholders $ 624 $ (2,290) $ (95,905) $ 11,696

Basic earnings (loss) per share from continuing operations attributable to Array shareholders $ 0.01 $ (0.03) $ (1.12) $ 0.14

Diluted earnings (loss) per share from continuing operations attributable to Array shareholders $ 0.01 $ (0.03) $ (1.12) $ 0.13

Due to rounding, the sum of quarterly results may not equal the total for the year.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data