ad-20250930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended September 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-09712

ARRAY DIGITAL INFRASTRUCTURE, INC.

(Exact name of Registrant as specified in its charter)


Delaware						62-1147325
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification No.)

500 West Madison Street, Suite 810, Chicago, Illinois 60661

(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code: (866) 573-4544

UNITED STATES CELLULAR CORPORATION

8410 West Bryn Mawr, Chicago, Illinois 60631

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Shares, $1 par value

New York Stock Exchange

6.25% Senior Notes due 2069

UZD

New York Stock Exchange

5.50% Senior Notes due 2070

UZE

New York Stock Exchange

5.50% Senior Notes due 2070

UZF

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

☒

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes

☒

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

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

Yes

☐

☒

The number of shares outstanding of each of the issuer's classes of common stock, as of September 30, 2025, is 53.4 million Common Shares, $1 par value, and 33.0 million Series A Common Shares, $1 par value.


Array Digital Infrastructure, Inc.

Quarterly Report on Form 10-Q
For the Period Ended September 30, 2025

Index			Page No.

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


Array Operations			4
Financial Overview			5

Liquidity and Capital Resources			8
Consolidated Cash Flow Analysis			10
Consolidated Balance Sheet Analysis			11
Supplemental Information Relating to Non-GAAP Financial Measures			13
Application of Critical Accounting Policies and Estimates			15


Private Securities Litigation Reform Act of 1995 Safe Harbor Cautionary Statement			16

Risk Factors			18

Quantitative and Qualitative Disclosures About Market Risk			24

Financial Statements (Unaudited)			25
Consolidated Statement of Operations			25
Consolidated Statement of Cash Flows			27
Consolidated Balance Sheet			28
Consolidated Statement of Changes in Equity			30
Notes to Consolidated Financial Statements			34

Controls and Procedures			44

Legal Proceedings			45

Unregistered Sales of Equity Securities and Use of Proceeds			46

Other Information			47

Exhibits			48

Form 10-Q Cross Reference Index			49

Signatures			50

Table of Contents


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

Executive Overview

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. On August 12, 2025, the Array Common Shares ticker symbol on the New York Stock Exchange changed to "AD". The following discussion and analysis compares Array's financial results for the three and nine months ended September 30, 2025, to the three and nine months ended September 30, 2024. It should be read in conjunction with Array’s interim consolidated financial statements and notes included herein, and with the description of Array’s business, its audited consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) included in Array’s Annual Report on Form 10-K (Form 10-K) for the year ended December 31, 2024. Certain numbers included herein are rounded to thousands or millions for ease of presentation; however, certain calculated amounts and percentages are determined using the unrounded numbers.

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

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

Overview

Array connects America through digital infrastructure by leasing tower space to tenants and providing ancillary services. Array also holds noncontrolling interests in primarily wireless operating companies and holds certain wireless spectrum licenses. As of September 30, 2025, Array is an 82.0%-owned subsidiary of Telephone and Data Systems, Inc. (TDS). Through July 31, 2025, Array provided wireless communication services; these operations and certain wireless spectrum licenses were disposed of on August 1, 2025, as discussed further below.

Towers

Array seeks to grow tower revenue primarily through increasing colocations on existing towers and amendments to existing colocations. Array seeks to provide unique tower locations, attractive terms and streamlined implementation to wireless network operators, internet service providers, government and public safety agencies, broadcast and media companies, and other businesses. As of September 30, 2025, Array owns 4,449 towers in 19 U.S. states.

Noncontrolling interest investments

Array holds noncontrolling interests in primarily wireless operating companies that generate material amounts of income and cash distributions. These entities primarily consist of wireless entities managed by Verizon and AT&T. The noncontrolling wireless entities managed by Array also sold their wireless operations to T-Mobile in separate transactions on August 1, 2025, coterminous with the sale of Array's consolidated wireless operations sold to T-Mobile on the same date. Going forward, these noncontrolling entities that are managed by Array consist primarily of tower operations.

Retained spectrum

Array holds wireless spectrum that is subject to sale agreements described below, and additional wireless spectrum not subject to pending sale agreements that Array seeks to opportunistically monetize. As of September 30, 2025, the book value of the remaining spectrum not subject to pending sale agreements was $1,591.2 million and includes primarily C-Band spectrum. Array incurred costs related to the management of the retained spectrum of $2.4 million during the three months ended September 30, 2025.

Table of Contents

Strategic Alternatives Review

In August 2023, TDS and Array announced that the Boards of Directors of both companies decided to initiate a process to explore a range of strategic alternatives for Array. On August 1, 2025, Array sold its wireless operations and select spectrum assets to T-Mobile US, Inc. (T-Mobile) under a Securities Purchase Agreement (Securities Purchase Agreement). Total consideration received was $4,293.8 million after adjustments which included a combination of $2,628.8 million in cash proceeds and $1,665.0 million in debt assumed by T-Mobile through the preliminary results of an exchange offer made to Array's debtholders, which subsequently closed on August 5, 2025. Certain of these amounts are subject to final adjustment approximately 180 days after the closing date. As of September 30, 2025, Array recorded an estimated purchase price true-up due to T-Mobile of $20.2 million. At closing, Array and T-Mobile entered into a Short-Term Spectrum Manager Lease Agreement and Short-Term Spectrum Manager Sublease Agreements 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. In addition, at closing, 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 space on towers owned by Array. The wireless operations and select spectrum assets sold to T-Mobile are presented as discontinued operations throughout this report. See Note 2 — Discontinued Operations in Notes to Consolidated Financial Statements for additional information.

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


Spectrum Licenses	Buyer	Purchase Price		Book Value as of September 30, 2025		Signing Date	Estimated Close Date1
(Dollars in thousands)
AWS, Cellular and PCS	Verizon	$	1,000,000	$	585,579	October 17, 2024	Q3 2026
3.45 GHz and 700 MHz	AT&T	$	1,018,044	$	860,145	November 6, 2024	Q4 2025 - 1H 2026
700 MHz	T-Mobile	$	85,000	$	64,267	August 29, 2025	2026
600 MHz	T-Mobile	$	86,387	$	86,454	October 7, 2025	2026

1 These license transactions are subject to regulatory approval and other customary closing conditions, and in the case of the sale to Verizon, the termination of the T-Mobile Short-Term Spectrum Manager Lease Agreement. The timing of regulatory approval may be impacted by the duration of the ongoing shutdown of the U.S. federal government. See Note 6 — Acquisitions and Divestitures in the Notes to Consolidated Financial Statements for additional information.

The strategic alternatives review process is ongoing as Array works toward closing the Verizon, AT&T 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 $0.5 million and $2.3 million for the three and nine months ended September 30, 2025, respectively, and $1.3 million and $19.9 million for the three and nine months ended September 30, 2024, respectively, which are included in Selling, general and administrative (SG&A) expenses for continuing operations.

Table of Contents

Terms Used by Array

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

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

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

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

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

Table of Contents

Array Operations

OPERATIONS


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

1 Excludes Interim Sites whereby T-Mobile is leasing up to 1,800 sites for a period of up to 30 months subject to the terms and conditions of the MLA.

Table of Contents

Financial Overview — Array

The following discussion and analysis compares financial results for the three and nine months ended September 30, 2025, to the three and nine months ended September 30, 2024.


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025		2024		2025 vs. 2024		2025		2024		2025 vs. 2024
(Dollars in thousands)
Operating revenues
Site rental	$	45,838	$	25,669	79	%	$	99,663	$	76,591	30	%
Services	1,281		70		NM		2,969		254		NM
Total operating revenues	47,119		25,739		83	%	102,632		76,845		34	%
Operating expenses
Cost of operations (excluding Depreciation, amortization and accretion reported below)	20,976		18,263		15	%	56,662		52,822		7	%
Selling, general and administrative	20,525		21,176		(3)	%	69,063		78,997		(13)	%
Depreciation, amortization and accretion	11,868		12,237		(3)	%	35,860		35,058		2	%
Loss on impairment of licenses	47,679		136,234		(65)	%	47,679		136,234		(65)	%
(Gain) loss on asset disposals, net	707		196		N/M		620		590		5	%

(Gain) loss on license sales and exchanges, net	(1,323)		(2,200)		40	%

SEC Form 10-Q filed by Array Digital Infrastructure Inc.