Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements and Supplementary Data Page No.
Financial Statements
37
Consolidated Statement of Operations
37
Consolidated Statement of Cash Flows
39
Consolidated Balance Sheet – Assets
40
Consolidated Balance Sheet – Liabilities and Equity
41
Consolidated Statement of Changes in Equity
42
Notes to Consolidated Financial Statements
45
Reports of Management
66
Report of Independent Registered Public Accounting Firm
67
Consolidated Quarterly Information (Unaudited)
69
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Index to Financial Statements and Supplementary Data
Financial Statements
Array Digital Infrastructure, Inc.
Consolidated Statement of Operations
Year Ended December 31, 2025 2024 2023
(Dollars and shares in thousands, except per share amounts)
Operating revenues
Site rental $ 154,654 $ 102,610 $ 100,382
Services 8,307 323 87
Total operating revenues 162,961 102,933 100,469
Operating expenses
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
Depreciation, amortization and accretion 48,262 47,212 49,984
Loss on impairment of licenses 47,679 136,234 —
(Gain) loss on asset disposals, net 1,746 809 ( 4,417 )
(Gain) loss on license sales and exchanges, net ( 6,123 ) 3,460 ( 2,170 )
Total operating expenses 255,493 363,268 212,694
Operating income (loss) ( 92,532 ) ( 260,335 ) ( 112,225 )
Other income (expense)
Equity in earnings of unconsolidated entities 173,754 161,364 158,296
Interest and dividend income 18,917 11,656 9,774
Interest expense ( 28,222 ) ( 12,405 ) ( 14,606 )
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 (benefit) ( 31,148 ) ( 19,256 ) 32,855
Net income (loss) from continuing operations 172,267 ( 80,464 ) 8,377
Less: 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
Less: 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
Less: Net income attributable to noncontrolling interests, net of tax 20,437 7,825 3,458
Net income (loss) attributable to Array shareholders $ 48,756 $ ( 39,403 ) $ 54,459
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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 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 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.
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Index to Financial Statements and Supplementary Data
Array Digital Infrastructure, Inc.
Consolidated Statement of Cash Flows
Year Ended December 31, 2025 2024 2023
(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
Depreciation, amortization and accretion 48,262 47,212 49,984
Bad debts expense 1,689 ( 1,729 ) 1,252
Stock-based compensation expense 1,819 2,728 1,148
Deferred income taxes, net ( 37,733 ) ( 16,716 ) 32,517
Equity in earnings of unconsolidated entities ( 173,754 ) ( 161,364 ) ( 158,296 )
Distributions from unconsolidated entities 215,599 168,701 150,291
Loss on impairment of licenses 47,679 136,234 —
(Gain) loss on asset disposals, net 1,746 809 ( 4,417 )
(Gain) loss on license sales and exchanges, net ( 6,123 ) 3,460 ( 2,170 )
Other operating activities 1,285 121 113
Changes in assets and liabilities from operations
Accounts receivable ( 6,628 ) 4,856 ( 1,527 )
Accounts payable ( 9,339 ) ( 35,473 ) ( 17,958 )
Customer deposits and deferred revenues ( 65,025 ) ( 352 ) ( 442 )
Accrued taxes ( 15,954 ) ( 38,510 ) ( 8,244 )
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
Cash flows from investing activities
Cash paid for additions to property, plant and equipment ( 27,200 ) ( 18,466 ) ( 40,636 )
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 - 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
Issuance of long-term debt 325,000 40,000 315,000
Repayment of long-term debt ( 875,250 ) ( 248,000 ) ( 452,500 )
Repayment of short-term debt — — ( 60,000 )
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 )
Other financing activities ( 8,000 ) ( 2,316 ) ( 412 )
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
Beginning of period 159,142 179,914 308,296
End of period $ 113,400 $ 159,142 $ 179,914
The accompanying notes are an integral part of these consolidated financial statements.
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Index to Financial Statements and Supplementary Data
Array Digital Infrastructure, Inc.
Consolidated Balance Sheet — Assets
December 31, 2025 2024
(Dollars in thousands)
Current assets
Cash and cash equivalents
$ 113,400 $ 143,730
Accounts receivable
Affiliated
7,420 1,256
Other, less allowances of $ 3,090 and $ 1,540 , respectively
14,236 11,473
Prepaid expenses
3,216 7,060
Current assets of discontinued operations — 1,163,032
Other current assets
6,515 18,319
Total current assets
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, 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
Other assets and deferred charges 24,837 20,289
Total assets 1
$ 4,678,088 $ 10,448,981
The accompanying notes are an integral part of these consolidated financial statements.
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Index to Financial Statements and Supplementary Data
Array Digital Infrastructure, Inc.
Consolidated Balance Sheet — Liabilities and Equity
December 31, 2025 2024
(Dollars and shares in thousands, except per share amounts)
Current liabilities
Current portion of long-term debt $ 4,063 $ 22,000
Accounts payable
Affiliated 10,503 9,722
Trade 27,892 26,732
Customer deposits and deferred revenues 85,945 1,716
Accrued taxes 16,884 27,077
Accrued compensation 4,322 89,476
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
Deferred income tax liability, net 387,030 728,229
Long-term operating lease liabilities 509,876 495,736
Other deferred liabilities and credits 336,379 221,376
Long-term debt, net 670,258 1,201,725
Commitments and contingencies
Noncontrolling interests with redemption features — 15,831
Equity
Array shareholders’ equity
Series A Common and Common Shares
Authorized 190,000 shares ( 50,000 Series A Common and 140,000 Common Shares)
Issued 88,074 shares ( 33,006 Series A Common and 55,068 Common Shares)
Outstanding 86,380 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, 1,694 and 2,980 Common Shares, respectively
( 85,606 ) ( 111,589 )
Retained earnings 769,789 2,818,002
Total Array shareholders' equity 2,567,626 4,576,706
Noncontrolling interests 6,931 14,947
Total equity 2,574,557 4,591,653
Total liabilities and equity 1
$ 4,678,088 $ 10,448,981
The accompanying notes are an integral part of these consolidated financial statements.
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.
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Index to Financial Statements and Supplementary Data
Array Digital Infrastructure, Inc.
Consolidated Statement of Changes in Equity
Array Shareholders
Series A
Common and
Common
shares
Additional
paid-in
capital
Treasury
shares
Retained
earnings
Total
Array
shareholders'
equity Noncontrolling
interests
Total equity
(Dollars in thousands, except per share amount)
December 31, 2024 $ 88,074 $ 1,782,219 $ ( 111,589 ) $ 2,818,002 $ 4,576,706 $ 14,947 $ 4,591,653
Net income (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 )
Incentive and compensation plans — 13,150 46,862 ( 110,250 ) ( 50,238 ) — ( 50,238 )
Distributions to noncontrolling interests — — — — — ( 27,612 ) ( 27,612 )
December 31, 2025 $ 88,074 $ 1,795,369 $ ( 85,606 ) $ 769,789 $ 2,567,626 $ 6,931 $ 2,574,557
The accompanying notes are an integral part of these consolidated financial statements.
42
Index to Financial Statements and Supplementary Data
Array Digital Infrastructure, Inc.
Consolidated Statement of Changes in Equity
Array Shareholders
Series A
Common and
Common
shares
Additional
paid-in
capital
Treasury
shares
Retained
earnings
Total
Array
shareholders'
equity Noncontrolling
interests
Total equity
(Dollars in thousands)
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 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
Distributions to noncontrolling interests — — — — — ( 3,601 ) ( 3,601 )
December 31, 2024 $ 88,074 $ 1,782,219 $ ( 111,589 ) $ 2,818,002 $ 4,576,706 $ 14,947 $ 4,591,653
The accompanying notes are an integral part of these consolidated financial statements.
43
Index to Financial Statements and Supplementary Data
Array Digital Infrastructure, Inc.
Consolidated Statement of Changes in Equity
Array Shareholders
Series A
Common and
Common
shares
Additional
paid-in
capital
Treasury
shares
Retained
earnings
Total
Array
shareholders'
equity Noncontrolling
interests
Total equity
(Dollars in thousands)
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 Array shareholders — — — 54,459 54,459 — 54,459
Net income attributable to noncontrolling interests classified as equity — — — — — 2,999 2,999
Incentive and compensation plans — 23,290 18,081 ( 23,984 ) 17,387 — 17,387
Distributions to noncontrolling interests — — — — — ( 3,311 ) ( 3,311 )
December 31, 2023 $ 88,074 $ 1,726,275 $ ( 80,101 ) $ 2,892,127 $ 4,626,375 $ 15,439 $ 4,641,814
The accompanying notes are an integral part of these consolidated financial statements.
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Index to Financial Statements and Supplementary Data
Array Digital Infrastructure, Inc.
Notes to Consolidated Financial Statements
Note 1 Summary of Significant Accounting Policies and Recent Accounting Pronouncements
On August 1, 2025, United States Cellular Corporation changed its name to Array Digital Infrastructure, Inc. (Array). 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. (TDS). The Notes to Consolidated Financial Statements are presented for continuing operations, except for Note 2 — Discontinued Operations.
Nature of Operations
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 Array conform to accounting principles generally accepted in the United States of America (GAAP) as set forth in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC). Unless otherwise specified, references to accounting provisions and GAAP in these notes refer to the requirements of the FASB ASC. The consolidated financial statements include the accounts of Array, subsidiaries in which it has a controlling financial interest, general partnerships in which Array has a majority partnership interest and certain entities in which Array has a variable interest that requires consolidation into the Array financial statements under GAAP. 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 thousands or millions for ease of presentation; however, certain calculated amounts and percentages are determined using the unrounded numbers.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (a) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and (b) the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents include cash and highly liquid investments with original maturities of three months or less. Cash and cash equivalents subject to contractual restrictions are classified as restricted cash. 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. The following table provides a reconciliation of Cash and cash equivalents and restricted cash reported in the Consolidated Balance Sheet to the total of the amounts in the Consolidated Statement of Cash Flows.
December 31, 2025 2024
(Dollars in thousands)
Cash and cash equivalents $ 113,400 $ 143,730
Restricted cash included in Other current assets — 15,412
Cash, cash equivalents and restricted cash in the statement of cash flows $ 113,400 $ 159,142
Accounts Receivable and Allowance for Credit Losses
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. Array does not have any off-balance sheet credit exposure related to its customers.
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Index to Financial Statements and Supplementary Data
Inventory
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
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 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.
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, 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
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 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.
Software licenses that qualify for capitalization as an asset are accounted for as the acquisition of an asset and the incurrence of a liability to the extent that the license fees are not fully paid at acquisition.
Depreciation and Amortization
Depreciation is provided using the straight-line method over the estimated useful life of the related asset.
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. See Note 9 — Property, Plant and Equipment for additional details related to useful lives.
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Index to Financial Statements and Supplementary Data
Impairment of Long-Lived Assets
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.
Leases
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.
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 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
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. The change in the carrying amount of the long-lived asset is depreciated over the average remaining life of the related asset. See Note 11 — Asset Retirement Obligations for additional information.
Treasury Shares
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.
Revenue Recognition
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.
Income Taxes
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. Both deferred tax assets and liabilities are measured using the enacted tax rates in effect when the temporary differences are expected to reverse. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. 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. 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. Any corresponding valuation allowance to reduce the amount of deferred tax assets is also recorded as non-current. See Note 4 — Income Taxes for additional information.
Stock-Based Compensation and Other Plans
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.
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.
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Index to Financial Statements and Supplementary Data
Defined Contribution Plans
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. 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
In November 2024, the FASB issued Accounting Standards Update (ASU) 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). ASU 2024-03 requires more detailed information about specific types of expenses included in the expense captions presented on the face of the Consolidated Statement of Operations. 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. 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.
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Index to Financial Statements and Supplementary Data
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 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.
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Index to Financial Statements and Supplementary Data
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 thousands)
Assets
Accounts receivable, net $ 942,177
Inventory, net 178,700
Prepaid expenses 39,147
Other current assets 3,008
Total current assets of discontinued operations
1,163,032
Licenses 1,297,720
Property, plant and equipment, net
2,117,517
Operating lease right-of-use assets 461,213
Other assets and deferred charges 622,619
Total non-current assets of discontinued operations
4,499,069
Total assets of discontinued operations $ 5,662,101
Liabilities
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
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Index to Financial Statements and Supplementary Data
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, 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. Level 1 inputs include quoted market prices for identical assets or liabilities in active markets. Level 2 inputs include quoted market prices for similar assets and liabilities in active markets or quoted market prices for identical assets and liabilities in inactive markets. Level 3 inputs are unobservable. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. A financial instrument’s level within the fair value hierarchy is not representative of its expected performance or its overall risk profile and therefore, Level 3 assets are not necessarily higher risk than Level 2 assets or Level 1 assets.
Array has applied the provisions of fair value accounting for purposes of computing the fair value of financial instruments for disclosure purposes as displayed below.
Level within the Fair Value Hierarchy December 31, 2025 December 31, 2024
Book Value Fair Value Book Value Fair Value
(Dollars in thousands)
Long-term debt 2 $ 684,202 $ 606,961 $ 1,216,454 $ 1,191,040
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 and restricted cash approximate their book values due to the short-term nature of these financial instruments.
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Index to Financial Statements and Supplementary Data
Note 4 Income Taxes
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 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 thousands)
Current
Federal $ 277 $ 245 $ ( 1,727 )
State 6,307 ( 2,786 ) 2,064
Deferred
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
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
52
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 thousands)
Statutory federal income tax expense and rate $ 29,635 21.0 % $ ( 20,941 ) 21.0 % $ 8,659 21.0 %
State income taxes, net of federal benefit 1
( 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
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, 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 thousands)
Deferred tax assets
Net operating loss (NOL) carryforwards $ 129,266 $ 142,494
Lease liabilities 134,832 237,797
Contract liabilities — 58,075
Interest expense carryforwards 17,400 124,888
Asset retirement obligation 48,863 84,416
Other 53,768 64,609
Total deferred tax assets 384,129 712,279
Less valuation allowance ( 114,580 ) ( 180,827 )
Net deferred tax assets 269,549 531,452
Deferred tax liabilities
Property, plant and equipment 70,588 389,459
Licenses/intangibles 379,083 420,847
Partnership investments 77,534 191,171
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
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
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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. 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, 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. 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 Array’s deferred tax asset valuation allowance is as follows:
2025 2024 2023
(Dollars in thousands)
Balance at beginning of year $ 180,827 $ 145,839 $ 114,850
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
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
2025 2024 2023
(Dollars in thousands)
Unrecognized tax benefits balance at beginning of year $ 28,807 $ 35,713 $ 35,540
Additions for tax positions of current year 11,138 6,113 9,032
Additions for tax positions of prior years 239 — —
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
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 $ 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 $ 13.0 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.
54
Index to Financial Statements and Supplementary Data
Note 5 Earnings Per Share
Basic earnings (loss) per share attributable to Array shareholders is computed by dividing Net income (loss) attributable to Array shareholders by the weighted average number of Common Shares outstanding during the period. Diluted earnings (loss) per share attributable to Array shareholders is computed by dividing Net income (loss) attributable to Array shareholders by the weighted average number of Common Shares outstanding during the period adjusted to include the effects of potentially dilutive securities. Potentially dilutive securities primarily include incremental shares issuable upon the exercise of outstanding stock options and the vesting of performance and restricted stock units, as calculated using the treasury stock method.
The amounts used in computing basic and diluted earnings (loss) per share attributable to Array shareholders were as follows:
Year Ended December 31, 2025 2024 2023
(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
Effects of dilutive securities 1,385 — 1,547
Weighted average number of shares used in diluted earnings (loss) per share 87,293 85,633 86,732
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, 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, 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.
55
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. 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
Licenses
Activity related to Array's Licenses is presented below.
2025
(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.
56
Index to Financial Statements and Supplementary Data
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.
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 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 thousands)
Equity method investments:
Capital contributions, loans, advances and adjustments $ 103,941 $ 103,941
Cumulative share of income 3,063,821 2,889,902
Cumulative share of distributions ( 2,767,968 ) ( 2,553,309 )
Total equity method investments 399,794 440,534
Measurement alternative method investments 5,362 4,847
Investments recorded using the net asset value practical expedient 7,452 8,557
Total investments in unconsolidated entities $ 412,608 $ 453,938
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Index to Financial Statements and Supplementary Data
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 Array’s equity method investments:
December 31, 2025 2024
(Dollars in thousands)
Assets
Current $ 828,494 $ 1,229,907
Noncurrent 6,396,030 6,513,774
Total assets $ 7,224,524 $ 7,743,681
Liabilities and Equity
Current liabilities $ 852,707 $ 856,005
Noncurrent liabilities 1,562,236 1,628,029
Partners’ capital and shareholders’ equity 4,809,581 5,259,647
Total liabilities and equity $ 7,224,524 $ 7,743,681
Year Ended December 31, 2025 2024 2023
(Dollars in thousands)
Results of Operations
Revenues $ 7,748,385 $ 7,546,383 $ 7,276,562
Operating expenses 6,138,847 5,926,661 5,682,650
Operating income 1,609,538 1,619,722 1,593,912
Other income (expense), net ( 35,022 ) ( 2,692 ) ( 28,201 )
Net income $ 1,574,516 $ 1,617,030 $ 1,565,711
Note 9 Property, Plant and Equipment
Property, plant and equipment in service and under construction, and related accumulated depreciation and amortization, as of December 31, 2025 and 2024, were as follows:
December 31, Useful Lives (Years) 2025 2024
(Dollars in thousands)
Land N/A $ 44,257 $ 41,737
Leasehold and land improvements 1 - 30
321,542 317,038
Communications infrastructure assets 7 - 30
696,918 667,401
Other operating assets and equipment 5 - 8
2,866 2,768
System development 3 - 5
3,032 2,743
Work in process N/A 10,391 5,958
Total property, plant and equipment, gross 1,079,006 1,037,645
Accumulated depreciation and amortization ( 690,007 ) ( 653,624 )
Total property, plant and equipment, net $ 388,999 $ 384,021
Depreciation and amortization expense totaled $ 39.1 million, $ 38.8 million and $ 41.7 million in 2025, 2024 and 2023, respectively.
Note 10 Leases
Lessee Agreements
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.
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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.
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 thousands)
Operating lease cost $ 51,300 $ 48,557 $ 47,034
Variable lease cost 6,768 6,518 6,023
Total $ 58,068 $ 55,075 $ 53,057
The following table shows supplemental cash flow information related to lease activities:
Year Ended December 31, 2025 2024 2023
(Dollars in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 46,589 $ 46,273 $ 43,167
Right-of-use assets obtained in exchange for lease obligations:
Operating leases $ 34,559 $ 37,792 $ 43,111
The table below shows a weighted-average analysis for lease terms and discount rates for operating leases:
December 31, 2025 2024
Weighted Average Remaining Lease Term 21 years 20 years
Weighted Average Discount Rate 5.1 % 4.9 %
The maturities of lease liabilities are as follows:
Operating Leases
(Dollars in thousands)
2026 $ 41,847
2027 45,202
2028 44,261
2029 43,363
2030 42,854
Thereafter 784,776
Total lease payments $ 1,002,303
Less: Imputed interest 477,133
Present value of lease liabilities $ 525,170
Lessor Agreements
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. 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.
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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 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 thousands)
2026 $ 144,858
2027 144,885
2028 136,511
2029 127,272
2030 115,813
Thereafter 1,070,051
Total future lease maturities $ 1,739,390
Note 11 Asset Retirement Obligations
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 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:
2025 2024
(Dollars in thousands)
Balance at beginning of year $ 174,825 $ 165,869
Additional liabilities accrued 486 186
Revisions in estimated cash outflows 16,689 974
Disposition of assets ( 339 ) ( 586 )
Accretion expense 9,203 8,382
Balance at end of year $ 200,864 $ 174,825
Note 12 Debt
Revolving Credit Agreement
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 thousands)
Maximum borrowing capacity $ 100,000
Letters of credit outstanding $ 57
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 %. 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
In August 2025, Array repaid the entire outstanding borrowings under its term loan agreements of $ 713.3 million.
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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
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
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 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.
Long-term debt as of December 31, 2025 and 2024, was as follows:
December 31, 2025 December 31, 2024
Issuance
date
Maturity
date
Call
date (any
time on
or after)
Principal
Amount
Less
Unamortized
discount
and debt
issuance
costs Total Principal
Amount
Less
Unamortized
discount
and debt
issuance
costs
Total
(Dollars in thousands)
Unsecured Senior Notes
6.70 % Dec 2003
and
June 2004 Dec 2033 Dec 2003
and
June 2004 $ 55,059 $ 921 $ 54,138 $ 55,059 $ 1,006 $ 54,053
6.25 % Aug 2020 Sep 2069 Sep 2025 105,822 3,624 102,198 105,822 3,632 102,190
5.50 % Dec 2020 Mar 2070 Mar 2026 98,498 3,296 95,202 98,498 3,312 95,186
5.50 % May 2021 Jun 2070 Jun 2026 104,550 3,215 101,335 104,550 3,232 101,318
Term Loans 325,000 3,552 321,448 723,250 3,774 719,476
EIP Securitization — — — 2,000 — 2,000
Export Credit Financing — — — 150,000 498 149,502
Total long-term debt $ 688,929 $ 14,608 $ 674,321 $ 1,239,179 $ 15,454 $ 1,223,725
Long-term debt, current $ 4,063 $ 22,000
Long-term debt, noncurrent $ 670,258 $ 1,201,725
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.
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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. 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
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 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
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 2019, following the DOJ’s investigation, the DOJ informed Advantage Spectrum, L.P. (Advantage) and King Street Wireless, L.P. (King Street) that it would not intervene in the above-referenced actions. Subsequently, the private party plaintiffs decided to continue the actions on their own. In July 2020, these actions were transferred to the U.S. District Court for the District of Columbia upon the request of Advantage and King Street and over the objection of the Relators. In March 2023, the District Court for the District of Columbia granted Advantage’s and King Street’s motion to dismiss the actions with prejudice. The private party plaintiffs appealed the district court’s decision to grant the motions to dismiss. In April 2025, the U.S. Court of Appeals for the D.C. Circuit affirmed the district court’s dismissal as to the case involving King Street. Plaintiffs filed a petition for certiorari with the U.S. Supreme Court on September 5, 2025. On January 12, 2026, the Supreme Court denied the petition. The King Street case is now concluded. In the Advantage case, on September 26, 2025, the D.C. Circuit reversed the district court’s decision dismissing the case and remanded that case to the district court for further proceedings. 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 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
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.
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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, LLC, the general partner of Advantage Spectrum; and
▪ King Street Wireless, L.P. (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. 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, Array is the general partner and manages the operations. In these partnerships, the limited partners do not have substantive kick-out or participating rights and, further, such limited partners do not have the authority to remove the general partner. Therefore, these limited partnerships also are recognized as VIEs and are consolidated into the Array financial statements under the variable interest model.
The following table presents the classification and balances of the consolidated VIEs’ assets and liabilities in Array’s Consolidated Balance Sheet. 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 thousands)
Assets
Cash and cash equivalents $ — $ 8
Accounts receivable 1,445 166
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
Operating lease right-of-use assets 23,219 23,171
Other assets and deferred charges 1,145 287
Total assets $ 44,997 $ 43,213
Liabilities
Current liabilities $ 2,928 $ 3,748
Long-term operating lease liabilities 25,157 24,762
Other deferred liabilities and credits 13,535 10,116
Total liabilities $ 41,620 $ 38,626
Unconsolidated VIEs
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.
63
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
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.
The estimated aggregate amount that would be due and payable to settle all of these noncontrolling interests, assuming an orderly liquidation of the finite-lived consolidated partnerships on December 31, 2025, net of estimated liquidation costs, is $ 17.2 million. This amount excludes redemption amounts recorded in Noncontrolling interests with redemption features in the Consolidated Balance Sheet. The estimate of settlement value was based on certain factors and assumptions which are subjective in nature. Changes in those factors and assumptions could result in a materially larger or smaller settlement amount. The corresponding carrying value of the mandatorily redeemable noncontrolling interests in finite-lived consolidated partnerships at December 31, 2025, was $ 5.9 million, and is included in Noncontrolling interests in the Consolidated Balance Sheet. 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 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
Series A Common Shares
Series A Common Shares are convertible on a share-for-share basis into Common Shares. In matters other than the election of directors, each Series A Common Share is entitled to ten votes per share, compared to one vote for each Common Share. 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, 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, 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 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 . The authorization provides that share repurchases will be made pursuant to open market purchases, block purchases, private purchases, or otherwise, depending on market prices and other conditions. This authorization does not have an expiration date.
Tax-Deferred Savings Plan
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
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.
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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.
Year Ended December 31, 2025 2024 2023
(Dollars in thousands)
Interest paid $ 26,773 $ 13,462 $ 15,597
Following are supplemental cash flow disclosures regarding transactions related to stock-based compensation awards. 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 thousands)
Common Shares withheld 956,000 363,000 347,000
Aggregate value of Common Shares withheld $ 65,415 $ 13,095 $ 9,144
Cash receipts upon exercise of stock options 730 1,849 119
Cash disbursements for payment of taxes ( 64,176 ) ( 13,095 ) ( 5,989 )
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
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.
65
Index to Financial Statements and Supplementary Data
Reports of Management
Management’s Responsibility for Financial Statements
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. The financial statements included amounts that were based on management’s best estimates and judgments. Management also prepared the other information in the annual report and is responsible for its accuracy and consistency with the financial statements.
PricewaterhouseCoopers LLP (PCAOB ID 238 ), an independent registered public accounting firm, has audited these consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and has expressed herein its unqualified opinion on these financial statements.
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Index to Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
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 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).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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Index to Financial Statements and Supplementary Data
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 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
Chicago, Illinois
February 20, 2026
We have served as the Company’s auditor since 2002.
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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.
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Table of Contents
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.