Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Array maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in its reports filed or submitted under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to Array’s management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
As required by SEC Rule 13a-15(b), Array carried out an evaluation, under the supervision and with the participation of management, including its principal executive officer and principal financial officer, of the effectiveness of the design and operation of Array’s disclosure controls and procedures as of the end of the period covered by this Annual Report. Based on this evaluation, the principal executive officer and principal financial officer have concluded that Array’s disclosure controls and procedures were effective as of December 31, 2025, at the reasonable assurance level.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Array’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 accounting principles generally accepted in the United States of America (GAAP). Array’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 issuer; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and, where required, the board of directors of the issuer; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the issuer’s assets that could have a material effect on the interim or annual consolidated 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.
Under the supervision and with the participation of Array’s management, including its principal executive officer and principal financial officer, Array conducted an evaluation of the effectiveness of its internal control over financial reporting as of December 31, 2025, based on the criteria established in the 2013 version of Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management has concluded that Array maintained effective internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 version of Internal Control — Integrated Framework issued by the COSO.
The effectiveness of Array’s internal control over financial reporting as of December 31, 2025, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in the firm’s report which is included in Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There were no changes in Array’s internal control over financial reporting during the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, Array’s internal control over financial reporting.
Item 9B. Other Information
During the three months ended December 31, 2025, none of Array’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) has adopted or terminated (including by modification) a Rule 10b5-1 trading arrangement or a non-Rule 10b5–1 trading arrangement (each as defined in Item 408 of Regulation S-K under the 1934 Act).
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information required by this Item 10 is incorporated by reference from Proxy Statement sections entitled “Election of Directors,” “Corporate Governance,” and “Executive Officers."
Array has adopted an Insider Trading and Confidentiality Policy governing the purchase, sale, and other dispositions of Array’s securities by directors, officers, and employees of Array that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards. It is also Array's policy that Array will not trade in Array securities in violation of insider trading laws, rules and regulations, and any applicable listing standards. A copy of the policy is filed as Exhibit 19 to this Form 10-K.
Item 11. Executive Compensation
Information required by this Item 11 is incorporated by reference from Proxy Statement section entitled “Executive and Director Compensation.”
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information required by this Item 12 is incorporated by reference from Proxy Statement sections entitled “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance under Equity Compensation Plans.”
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information required by this Item 13 is incorporated by reference from Proxy Statement sections entitled “Corporate Governance” and “Other Relationships and Related Transactions.”
Item 14. Principal Accountant Fees and Services
Information required by this Item 14 is incorporated by reference from Proxy Statement section entitled “Fees Paid to Principal Accountants.”
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report:
(1) Financial Statements
Consolidated Statement of Operations
37
Consolidated Statement of Cash Flows
39
Consolidated Balance Sheet
40
Consolidated Statement of Changes in Equity
42
Notes to Consolidated Financial Statements
45
Report of Independent Registered Public Accounting Firm — PricewaterhouseCoopers LLP
67
Management's Report on Internal Control Over Financial Reporting
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(2) Financial Statement Schedules
Array owns a 5.5% limited partnership interest in the Los Angeles SMSA Limited Partnership (LA Partnership), and accounts for such interest by the equity method. The LA Partnership was deemed a significant equity investee under Rule 3-09 of Regulation S-X for the year ended December 31, 2025. Pursuant to Rule 3-09 of Regulation S-X, audited financial statements of the LA Partnership will be filed by amendment to this Annual Report on Form 10-K.
(3) Exhibits
The exhibits set forth below are filed as a part of this Report. Compensatory plans or arrangements are identified below with an asterisk.
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Exhibit Number Description of Documents
2.1(a)*** Securities Purchase Agreement, dated as of May 24, 2024, among TDS , Array (formerly kn own as United States Cellular Corporation ) , USCC Wireless Holdings, LLC and T-Mobile US, Inc., is hereby incorporated by reference to Exhibit 2.1 to Array 's Current Report on Form 8-K dated May 24, 2024.
2.1(b)*** Letter Agreement, dated March 25, 2025, related to the Securities Purchase Agreement, dated as of May 24, 2024, among TDS, Array, USCC Wireless Holdings, LLC and T-Mobile US, Inc., is hereby incorporated by reference to Exhibit 2.1 to Array's Quarterly Report on Form 10-Q for the period ended March 31, 2025.
3.1(a) Restated Certificate of Incorporation, is hereby incorporated by reference to Exhibit 3.1 to Array ’s Current Report on Form 8-K dated November 10, 2014.
3.1(b) Certificate of Amendment No. 1 to the Restated Certificate of Incorporation, dated as of August 1, 2025, is hereby incorporated by reference from Exhibit 3.1 to Array's Current Report on Form 8-K dated July 31, 2025.
3.1(c) Certificate of Amendment No. 2 to the Restated Certificate of Incorporation, dated as of October 9, 2025, is hereby incorporated by reference from Exhibit 3.1 to Array's Quarterly Report on Form 10-Q for the period ended September 30, 2025.
3.2 Array Amended and Restated Bylaws, as adopted on August 1, 2025, are hereby incorporated by reference to Exhibit 3.2 to Array's Current Report on Form 8-K dated July 31, 2025.
4.1(a) Restated Certificate of Incorporation incorporated herein as Exhibit 3.1(a).
4.1(b) Certificate of Amendment No. 1 to the Restated Certificate of Incorporation incorporated herein as Exhibit 3.1(b) .
4.1(c) Certificate of Amendment No. 2 to the Restated Certificate of Incorporation i ncorporated herein as Exhibit 3.1(c) .
4.2 Array Amended and Restated Bylaws, as adopted on August 1, 2025, are incorporated herein as Exhibit 3.2 .
4.3(a) Indenture for Senior Debt Securities dated June 1, 2002, between Array and The Bank of New York Mellon Trust Company, N.A., formerly known as BNY Midwest Trust Company of New York (BNY) is hereby incorporated by reference to Exhibit 4.1 to Form S-3 dated May 31, 2013 (File No. 333-188971).
4.3(b) Form of Third Supplemental Indenture dated December 3, 2003, between Array and BNY Midwest Trust Company, relating to $444,000,000 of Array ’s 6.7% Senior Notes due 2033, is hereby incorporated by reference to Exhibit 4.1 to Array ’s Current Report on Form 8-K dated December 3, 2003.
4.3(c) Form of Fifth Supplemental Indenture dated June 21, 2004, between Array and BNY Midwest Trust Company, relating to $100,000,000 of Array ’s 6.7% Senior Notes due 2033, is hereby incorporated by reference to Exhibit 4.1 to Array ’s Current Report on Form 8-K dated June 21, 2004.
4.3(d) Twelfth Supplemental Indenture, dated as of June 17, 2025, between Array and The Bank of New York Mellon Trust Company, N.A., related to the Array's 6.700% Senior Notes due 2033, is hereby incorporated by reference from Exhibit 4.1 to Array's Current Report on Form 8-K dated June 17, 2025.
4.3(e) Form of Ninth Supplemental Indenture dated as of August 12, 2020, between Array and The Bank of New York Mellon Trust Company, N.A., related to $500,000,000 of Array 's 6.25% Senior Notes due 2069, is hereby incorporated by reference to Exhibit 2 to Array 's Registration Statement on Form 8-A dated August 12, 2020.
4.3(f) Thirteenth Supplemental Indenture, dated as of June 17, 2025, between Array and The Bank of New York Mellon Trust Company, N.A., related to Array’s 6.250% Senior Notes due 2069, is hereby incorporated by reference from Exhibit 4.2 to Array's Current Report on Form 8-K dated June 17, 2025.
4.3(g) Form of Tenth Supplemental Indenture dated as of December 2, 2020, between Array and The Bank of New York Mellon Trust Company, N.A., related to $500,000,000 of Array 's 5.5% Senior Notes due 2070 is hereby incorporated by reference to Exhibit 2 to Array 's Registration Statement on Form 8-A dated December 2, 2020.
4.3(h) Fourteenth Supplemental Indenture, dated as of June 17, 2025, between Array and The Bank of New York Mellon Trust Company, N.A., related to Array’s 5.500% Senior Notes due 2070 (March), is hereby incorporated by reference from Exhibit 4.3 to Array's Current Report on Form 8-K dated June 17, 2025.
4.3(i) Form of Eleventh Supplemental Indenture dated as of May 17, 2021, between Array and The Bank of New York Mellon Trust Company, N.A., related to $500,000,000 of Array 's 5.5% Senior Notes due 2070 is hereby incorporated by reference to Exhibit 2 to Array 's Registration Statement on Form 8-A dated May 17, 2021.
4.3(j) Fifteenth Supplemental Indenture, dated as of June 17, 2025, between Array and The Bank of New York Mellon Trust Company, N.A., related to Array’s 5.500% Senior Notes due 2070 (June), is hereby incorporated by reference from Exhibit 4.4 to Array's Current Report on Form 8-K dated June 17, 2025.
4.4 Indenture for Subordinated Debt Securities between Array and BNY is hereby incorporated by reference to Exhibit 4.1 to Array ’s Current Report on Form 8-K dated September 16, 2013.
4.5(a) Fourth Amended and Restated Credit Agreement among Array, CoBank, ACB, as Administrative Agent, and the other lenders party thereto, dated June 25, 2025, is hereby incorporated by reference Exhibit 4.1 to Array's Current Report on Form 8-K dated June 25, 2025.
4.5(b) First Amendment to Fourth Amended and Restated Credit Agreement, among Array, CoBank, ACB, as Administrative Agent, and the other lenders party thereto, dated December 15, 2025.
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4.6(a) First Amended and Restated Credit Agreement, among Array , Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders thereto, dated as of July 20, 2021, including the form of subsidiary Guaranty and Subordination Agreement, is hereby incorporated by reference to Exhibit 4.1 to Array 's Current Report on Form 8-K dated July 20, 2021.
4.6(b) First Amendment to First Amended and Restated Credit Agreement, among Array , Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders thereto, dated as of December 9, 2021, is hereby incorporated by reference to Exhibit 4.9(b) to Array 's Annual Report on Form 10-K for the year ended December 31, 2021.
4.6(c) Second Amendment to First Amended and Restated Credit Agreement, among Array , Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders thereto, dated as of March 2, 2023, is hereby incorporated by reference to Exhibit 4.1 to Array 's Quarterly Report on Form 10-Q for the period ended March 31, 2023.
4.6(d) Third Amendment to First Amended and Restated Credit Agreement, among Array , Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders thereto, dated as of September 15, 2023, is hereby incorporated by reference to Exhibit 4.1 to Array 's Quarterly Report on Form 10-Q for the period ended September 30, 2023.
4.6(e) Fourth Amendment to First Amended and Restated Credit Agreement, among Array, Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders thereto, dated as of April 17, 2025, is hereby incorporated by reference to Exhibit 4.2 to Array's Quarterly Report on Form 10-Q for the period ended March 31, 2025.
4.6(f) Fifth Amendment to First Amended and Restated Credit Agreement among Array, Toronto Dominion (Texas) LLC, as administrative agent, and the other lenders thereto, dated as of December 8, 2025, is hereby incorporated by reference to Exhibit 4.1 to Array’s Current Report on Form 8-K dated December 8, 2025.
4.7 Description of Array 's Securities.
9.1 Amendment and Restatement (dated April 22, 2005) of Voting Trust Agreement dated June 30, 1989 is hereby incorporated by reference to the Exhibit filed on Amendment No. 3 to the Schedule 13D dated May 2, 2005, filed by the trustees of such voting trust with respect to TDS Common Shares.
10.1** Tax Allocation Agreement between Array and TDS is hereby incorporated by reference to an exhibit to Array’s Registration Statement on Form S-1 (Registration No. 33-16975).
10.2 Cash Management Agreement between Array and TDS dated December 15, 2017, is hereby incorporated by reference to Exhibit 10.2 to Array ’s Annual Report on Form 10-K for the year ended December 31, 2017.
10.3** Registration Rights Agreement between Array and TDS is hereby incorporated by reference to an exhibit to Array’s Registration Statement on Form S-1 (Registration No. 33-16975).
10.4** Exchange Agreement between Array and TDS, as amended, is hereby incorporated by reference to an exhibit to Array’s Registration Statement on Form S-1 (Registration No. 33-16975).
10.5** Intercompany Agreement between Array and TDS is hereby incorporated by reference to an exhibit to Array’s Registration Statement on Form S-1 (Registration No. 33-16975).
10.6** Employee Benefit Plans Agreement between Array and TDS is hereby incorporated by reference to an exhibit to Array’s Registration Statement on Form S-1 (Registration No. 33-16975).
10.7** Insurance Cost Sharing Agreement between Array and TDS is hereby incorporated by reference to an exhibit to Array’s Registration Statement on Form S-1 (Registration No. 33-16975).
10.8(a)* TDS Supplemental Executive Retirement Plan, as amended and restated, effective January 1, 2009, is hereby incorporated by reference to Exhibit 10.1 to TDS’ Current Report on Form 8-K dated August 27, 2008.
10.8(b)* Amendment Number One to the TDS Supplemental Executive Retirement Plan, is hereby incorporated by reference to Exhibit 10.2 to TDS’ Current Report on Form 8-K dated March 15, 2012.
10.8(c)* Amendment Number Two to the TDS Supplemental Executive Retirement Plan, is hereby incorporated by reference to Exhibit 10.3 to TDS’ Current Report on Form 8-K dated November 3, 2014.
10.8(d)* Amendment Number Four to the TDS Supplemental Executive Retirement Plan, is hereby incorporated by reference to Exhibit 10.3 to Array's Quarterly Report on Form 10-Q for the period ended March 31, 2025.
10.8(e)* Amendment Number Five to the TDS Supplemental Executive Retirement Plan.
10.9* Array Compensation Plan for Non-Employee Directors, dated March 24, 2023, is hereby incorporated by reference to Exhibit A to Array 's Notice of Annual Meeting of Shareholders and Proxy Statement dated April 4, 2023, which was filed with the SEC on Schedule 14A on April 4, 2023 .
10.10(a)* Array 2013 Long-Term Incentive Plan is hereby incorporated by reference to Exhibit B to the Array Notice of Annual Meeting of Shareholders and Proxy Statement dated April 12, 2016, which was filed with the SEC on Schedule 14A on April 12, 2016.
10.10(b)* Amendment No. 1 to Array 2013 Long-Term Incentive Plan is hereby incorporated by reference to Exhibit A to the Array Notice of Annual Meeting of Shareholders and Proxy Statement dated April 12, 2016, which was filed with the SEC on Schedule 14A on April 12, 2016.
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10.10(c)* Amendment No. 2 to Array 2013 Long-Term Incentive Plan is hereby incorporated by reference to Exhibit 10.11(c) to Array ’s Annual Report on Form 10-K for the year ended December 31, 2018.
10.10(d)* Amendment No. 3 to Array 2013 Long-Term Incentive Plan is hereby incorporated by reference to Exhibit 10.11(d) to Array 's Annual Report on Form 10-K for the year ended December 31, 2020.
10.10(e)* Amendment No. 4 to Array 2013 Long-Term Incentive Plan is hereby incorporated by reference to Exhibit 10.10(e) to Array 's Annual Report on Form 10-K for the year ended December 31, 2021.
10.11(a)* Array Form of Long-Term Incentive Plan Executive Deferred Compensation Agreement — Phantom Stock Account for officers is hereby incorporated by reference to Exhibit 10.5 to Array ’s Current Report on Form 8-K dated May 14, 2013.
10.11(b)* Array Form of Long-Term Incentive Plan Executive Deferred Compensation Agreement — Phantom Stock Account is hereby incorporated by reference to Exhibit 10.12(b) to Array 's Annual Report on Form 10-K for the year ended December 31, 2020.
10.12(a)* Array Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit 10.1 to Array ’s Current Report on Form 8-K dated December 10, 2007.
10.12(b)* First Amendment to Array Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit 10.6 to Array ’s Current Report on Form 8-K dated December 9, 2008.
10.12(c)* Second Amendment to Array Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit 10.12(c) to Array ’s Annual Report on Form 10-K for the year ended December 31, 2012.
10.12(d)* Election Form for Array Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit 10.12(d) to Array ’s Annual Report on Form 10-K for the year ended December 31, 2012.
10.12(e)* Third Amendment to Array Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit 10.13(e) to Array 's Annual Report on Form 10-K for the year ended December 31, 2020.
10.12(f)* Fourth Amendment to Array Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit 10.13(f) to Array 's Annual Report on Form 10-K for the year ended December 31, 2020.
10.12(g)* Fifth Amendment to Array Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit 10.13(g) to Array 's Annual Report on Form 10-K for the year ended December 31, 2020.
10.12(h)* Sixth Amendment to Array Executive Deferred Compensation Interest Account Plan is hereby incorporated by reference to Exhibit 10.13(h) to Array 's Annual Report on Form 10-K for the year ended December 31, 2020.
10.13* Letter Agreement between Array and Michael S. Irizarry dated March 31, 2020, is hereby incorporated by reference to Exhibit 10.1 to Array 's Current Report on Form 8-K dated March 30, 2020.
10.14(a)* Letter Agreement between Array and Laurent C. Therivel dated June 1, 2020, is hereby incorporated by reference to Exhibit 10.6 to Array 's Quarterly Report on Form 10-Q for the period ended June 30, 2020.
10.14(b)* Addendum to Letter Agreement between Array and Laurent C. Therivel, is hereby incorporated by reference from Exhibit 10.1 to Array 's Current Report on Form 8-K filed on May 25, 2023.
10.15(a)* Array 2021 Executive Deferred Compensation Interest Account Plan effective January 1, 2021, is hereby incorporated by reference to Exhibit 10.1 to Array 's Quarterly Report on Form 10-Q for the period ended March 31, 2021.
10.15(b)* First Amendment to the Array 2021 Executive Deferred Compensation Interest Account Plan.
10.16* Array 2022 Long-Term Incentive Plan, is hereby incorporated by reference from Exhibit A to the Array definitive proxy statement dated April 5, 2022, which was filed with the SEC on Schedule 14A on April 5, 2022.
10.17* Form of Array 2022 Long-Term Incentive Plan 2023 Performance Award Agreement is hereby incorporated by reference to Exhibit 10.1 to Array 's Quarterly Report on Form 10-Q for the period ended June 30, 2023.
10.18* Form of Array 2022 Long-Term Incentive Plan 2023 Restricted Stock Unit Award Agreement is hereby incorporated by reference to Exhibit 10.2 to Array 's Quarterly Report on Form 10-Q for the period ended June 30, 2023.
10.19* Amendment to the Array 2022 Long-Term Incentive Plan Award Agreements is hereby incorporated by reference to Exhibit 10.1 to Array 's Current Report on Form 8-K dated December 4, 2023.
10.20* Form of Array 2022 Long-Term Incentive Plan 2024 Performance Award Agreement, is hereby incorporated by reference to Exhibit 10.2 to Array 's Quarterly Report on Form 10-Q for the period ended March 31, 2024.
10.21* Form of Array 2022 Long-Term Incentive Plan 2024 Restricted Stock Unit Award Agreement, is hereby incorporated by reference to Exhibit 10.3 to Array 's Quarterly Report on Form 10-Q for the period ended March 31, 2024.
10.22* Executive Severance Policy, is hereby incorporated by reference to Exhibit 10.1 to Array 's Quarterly Report on Form 10-Q for the period ended September 30, 2024.
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10.23* 2025 Officer Annual Incentive Plan effective January 1, 2025, is hereby incorporated by reference to Exhibit 10.1 to Array 's Current Report on Form 8-K dated January 15, 2025.
10.24* Form of Array 2022 Long-Term Incentive Plan 2025 Performance Award Agreement is hereby incorporated by reference to Exhibit 10.1 to Array 's Quarterly Report on Form 10-Q for the period ended March 31, 2025.
10.25* Form of Array 2022 Long-Term Incentive Plan 2025 Restricted Stock Unit Award Agreement is hereby incorporated by reference to Exhibit 10.2 to Array's Quarterly Report on Form 10-Q for the period ended March 31, 2025.
10.26* Equity Acceleration Agreement between Array and Douglas W. Chambers, is hereby incorporated by reference from Exhibit 10.1 to Array's Current Report on Form 8-K dated July 24, 2025.
10.27* Letter Agreement between Array and Douglas W. Chambers, is hereby incorporated by reference from Exhibit 10.2 to Array's Current Report on Form 8-K dated July 24, 2025.
10.28* Letter Agreement between Array and Anthony Carlson dated November 6, 2025, is hereby incorporated by reference from Exhibit 10.2 to Array's Current Report on Form 8-K dated November 6, 2025.
10.29 License Purchase Agreement, dated as of October 17, 2024, among Array , and certain subsidiaries of Array , and Verizon Communications Inc., is hereby incorporated by reference to Annex A to Array 's Schedule 14C Information Statement filed on January 23, 2025 .
10.30 License Purchase Agreement, dated as of November 6, 2024, among Array , and certain subsidiaries of Array , and New Cingular Wireless PCS, LLC, is hereby incorporated by reference to Annex A to Array 's Schedule 14C Information Statement filed on January 23, 2025.
10.31*** Master License Agreement, dated as of August 1, 2025, between ADI Leasing Company, LLC and T-Mobile USA, Inc., is hereby incorporated by reference from Exhibit 10.1 to TDS' Current Report on Form 8-K dated July 31, 2025.
19 Insider Trading and Confidentiality Policy
21 Subsidiaries of Array .
23 Consent of Independent Registered Public Accounting Firm—PricewaterhouseCoopers LLP.
31.1 Principal executive officer certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.
31.2 Principal financial officer certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.
32.1 Principal executive officer certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.
32.2 Principal financial officer certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.
97 Policy on Recoupment and Forfeiture of Incentive Compensation, is hereby incorporated by reference to Exhibit 97 to Array 's Annual Report on Form 10-K for the year ended December 31, 2023.
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101.SCH Inline XBRL Taxonomy Extension Schema Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
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* Indicates a management contract or compensatory plan or arrangement.
** Indicates a paper filing prior to the adoption of EDGAR.
*** Portions of this Exhibit have been omitted pursuant to Item 601(b) of Regulation S-K promulgated under the Exchange Act.
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Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ARRAY DIGITAL INFRASTRUCTURE, INC.
By: /s/ Anthony J. M. Carlson
Anthony J. M. Carlson
President and Chief Executive Officer
(principal executive officer)
Date: February 20, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/ Vicki L. Villacrez
Vicki L. Villacrez
Executive Vice President, Chief Financial Officer and Treasurer
(principal financial officer)
Date: February 20, 2026
By: /s/ Anita J. Kroll
Anita J. Kroll
Chief Accounting Officer
(principal accounting officer)
Date: February 20, 2026
Table of Contents
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Walter C. D. Carlson Director February 20, 2026
Walter C. D. Carlson
/s/ Anthony J. M. Carlson Director February 20, 2026
Anthony J. M. Carlson
/s/ LeRoy T. Carlson, Jr. Director February 20, 2026
LeRoy T. Carlson, Jr.
/s/ Kenneth S. Dixon Director February 20, 2026
Kenneth S. Dixon
/s/ Joseph R. Hanley Director February 20, 2026
Joseph R. Hanley
/s/ Harry J. Harczak, Jr. Director February 20, 2026
Harry J. Harczak, Jr.
/s/ Esteban C. Iriarte
Director February 20, 2026
Esteban C. Iriarte
/s/ Vicki L. Villacrez Director February 20, 2026
Vicki L. Villacrez
/s/ Xavier D. Williams Director February 20, 2026
Xavier D. Williams