🧾 What This Document Is — Your Guide to the Annual Vote

This is a definitive proxy statement (DEF 14A) for Array Digital Infrastructure, Inc. It’s an official notice and information packet sent to shareholders ahead of the company’s annual meeting. Its job is to lay out everything you need to know to vote on key company decisions. Think of it as the agenda and briefing materials for a very important meeting where you, as a shareholder, have a voice.

👉 Why it matters: If you own stock in Array, this document tells you what you're voting on, who is running the show, and how your vote will be counted. It's your chance to influence the company's direction.

🏢 What The Company Does — From Phones to Towers

👉 In simple terms: Array is a newly formed company that owns and leases space on cell phone towers. It was created after its predecessor, UScellular, sold its wireless phone business to T-Mobile for $4.3 billion. Now, Array’s main job is to rent out space on its over 4,400 towers to companies like AT&T and Verizon.

The Big Change: This wasn't just a rename. The company completely changed its business. It went from being a phone service provider to becoming the 5th largest tower company in the U.S. It’s a much simpler, more focused business model.

📅 The Annual Meeting — When & Where to Vote

Date: Tuesday, May 19, 2026
Time: 8:30 a.m. Central Time
Location: Sidley Austin LLP, One South Dearborn Street, Chicago, Illinois (or via webcast).
Record Date: To vote, you must have owned shares by March 23, 2026.

🗳️ The 4 Proposals You're Voting On

Your Board of Directors recommends voting "FOR" on all of these items.

Elect Directors: You're voting to elect the people who will oversee the company. There’s a twist here because of two different types of shares (see below).
Ratify the Accountants: You're approving the choice of PricewaterhouseCoopers LLP (PwC) as the company’s independent auditor for 2026.
Approve a Charter Amendment: This would change the company’s founding rules to protect certain officers from being personally sued for monetary damages if they make honest mistakes (this is called "exculpation").
Approve Executive Pay (Say-on-Pay): This is an advisory vote on whether you approve of the pay packages for the company’s top executives.

🏛️ The Power Structure — A Tale of Two Share Classes

This is crucial to understanding who really controls Array.

Common Shares (Ticker: AD): These are the shares you likely own if you trade on the NYSE. They get 1 vote per share. They elect 3 out of 9 directors.
Series A Common Shares: Owned solely by Telephone and Data Systems, Inc. (TDS), Array’s parent company. These get 10 votes per share! They elect 6 out of 9 directors.
The Bottom Line: TDS, because it owns all the powerful Series A shares, has over 95% of the voting power on most issues and controls the majority of the board. Array is considered a "controlled company."

🚀 Key Moves & Financial Highlights — The Transformation in Numbers

2025 was a year of massive change, summed up by these key points:

The Big Sale: Sold the wireless business to T-Mobile, receiving $4.3 billion.
Special Dividend: Paid shareholders a massive $23.00 per share special dividend from the sale proceeds.
New CEO: Appointed Anthony J. M. Carlson (age 39) as the new President and CEO in November 2025.
Monetizing Spectrum: After the sale, Array still owned valuable wireless spectrum. It has made deals to sell about 70% of it, including a $1.018 billion deal with AT&T that closed in January 2026.
Financials (2025 vs 2024): Fees paid to auditor PwC decreased to $1.93 million from $2.84 million, reflecting the simpler business post-sale.

👥 Meet the Board & Executives — Who's In Charge

The board is split between nominees elected by Common Shareholders and those elected by TDS (Series A holder).

Independent Directors (elected by Common Shares): Harry J. Harczak, Jr., Esteban C. Iriarte, Xavier D. Williams. They bring outside experience from finance, international telecom, and AT&T.
TDS-Aligned Directors (elected by Series A): Includes the Carlson family (LeRoy Jr., Walter, and new CEO Anthony), plus top TDS executives like CFO Vicki Villacrez.
Executive Officers: The main officers listed are Anthony J. M. Carlson (CEO), Walter C. D. Carlson (Board Chair), and Vicki L. Villacrez (CFO).

💼 Executive Compensation — What the Bosses Get Paid

The proxy details the 2025 pay for the top executives. While the exact numbers are in dense tables, the key takeaway is that shareholders are being asked to approve these pay packages in an advisory "Say-on-Pay" vote. The company notes that post-transformation, it is designing new compensation plans appropriate for a tower company.

🔮 What's Next — Focus on Towers and Spectrum

The company’s path forward is clear:

Run the Tower Business: Grow revenue by leasing more space on its existing towers (colocation).
Finish Selling Spectrum: Close the remaining spectrum deals, expected in 2026.
Operate Leanly: Run as a "nimble" company with about 60 employees, using parent company TDS for shared services.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

Unique Tower Assets: Many towers are in rural areas with limited competition.
Clean Transformation: Successfully executed a major strategic shift and returned cash to shareholders.
Clear Focus: New, simpler business model as a pure-play tower company.

⚠️ Risks:

Controlled by TDS: Minority shareholders have very limited influence due to TDS's voting control.
Execution Risk: Must successfully grow the tower business in a competitive market.
Concentration Risk: Heavily dependent on a few large telecom customers for tower leases.

🧠 The Analogy

Array is like a homeowner who sold their valuable, but high-maintenance, car collection (the wireless business) for a huge profit. They used part of the money to give everyone in the family a big cash gift (the special dividend). Now, they’re focusing on renting out spaces in their large, well-located garage (the tower business) and selling off the extra vintage car parts (the spectrum) they don’t need anymore.

🧩 Final Takeaway

Array is a company in a fundamental transition, moving from a telecom operator to a tower landlord. This proxy vote is the first annual meeting for the new Array. The key themes are solidifying the new leadership, approving standard governance changes, and trusting the controlling shareholder (TDS) to guide the company’s next chapter.

ARRAY DIGITAL INFRASTRUCTURE, INC. — DEF 14A Filing