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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

	Filed by the Registrant ☒

	Filed by a Party other than the Registrant ☐

	Check the appropriate box:
	☐	Preliminary Proxy Statement
	☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	☒	Definitive Proxy Statement
	☐	Definitive Additional Materials
	☐	Soliciting Material Pursuant to §240.14a-12

	ARRAY DIGITAL INFRASTRUCTURE, INC.
	(Name of Registrant as Specified In Its Charter)

	(Name of Person(s) Filing Proxy Statement, If other than the Registrant)

	Payment of Filing Fee (Check all boxes that apply):
	☒	No fee required.
	☐	Fee paid previously with preliminary materials.
	☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Array Digital Infrastructure, Inc.
500 W. Madison Street, Suite 810 Chicago, Illinois 60661 Phone: (866) 573-4544

April 7, 2026

Dear Fellow Shareholders:

You are cordially invited to attend the 2026 annual meeting of shareholders ("2026 Annual Meeting") of Array Digital Infrastructure, Inc. ("Array" or the "Company") on Tuesday, May 19, 2026, at 8:30 a.m., Central Time at Sidley Austin LLP, One South Dearborn Street, Chicago, Illinois.

The Notice of the 2026 Annual Meeting of Shareholders and 2026 Proxy Statement ("2026 Proxy Statement") of our Board of Directors is attached. Also enclosed is our 2025 Annual Report ("2025 Annual Report"). At the 2026 Annual Meeting, shareholders are being asked to take the following actions:

1. elect the director nominees named in the attached 2026 Proxy Statement;

2. ratify the selection of independent registered public accounting firm for the current fiscal year ending December 31, 2026;

3. approve an amendment to the Company's Restated Certificate of Incorporation to allow for exculpation of officers (the "Charter Amendment"); and

4. approve, on an advisory basis, the compensation of our named executive officers as disclosed in the attached 2026 Proxy Statement (commonly known as "Say-on-Pay").

Your Board of Directors unanimously recommends a vote "FOR" its nominees for election as directors, "FOR" the proposal to ratify accountants, "FOR” approval of the Charter Amendment, and "FOR" approval of the Say-on-Pay proposal.

We would like to have as many shareholders as possible represented at the 2026 Annual Meeting. Therefore, whether or not you plan to attend the meeting, please sign, date and return the enclosed proxy card(s), or vote on the Internet in accordance with the instructions set forth on the proxy card(s).


Very truly yours,

Walter C. D. Carlson

Anthony J. M. Carlson

Chair

President and CEO

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2025 Highlights

2025 was a transformative year of change that has positioned the Company for long-term success. We started the year as United States Cellular Corporation (“UScellular”), principally a wireless carrier, and ended the year as Array Digital Infrastructure Inc. (“Array”), a newly branded tower company.

Strategic review of alternatives at UScellular Update

In May 2024, UScellular announced that it had entered into an agreement to sell its wireless operations and select spectrum assets to T-Mobile US, Inc. The transaction closed on August 1, 2025, and final sales proceeds were $4.3 billion after adjustments. Following the sale, UScellular changed its name to Array and declared a special cash dividend payment of $23.00 per share.

As a result of the review of strategic alternatives at UScellular, we closed on the biggest transaction in the Company’s history and proudly launched Array.

A Differentiated Tower Company

Array is the fifth largest U.S. tower company and it has three significant value drivers including over 4,400 towers, wireless spectrum and noncontrolling investment interests. Array is designed to operate as a nimble company ending the year with 60 associates while drawing upon Telephone and Data Systems, Inc.'s resources for support in areas such as finance, accounting, human resources and IT.

Array principally leases tower space and seeks to increase tower revenues through growing colocations. Array has a competitive advantage over other tower companies, in that a significant number of towers are in rural locations without any other competitors in close proximity.

CEO Leadership transition

As a newly established tower company, the Board of Directors determined it was an appropriate time to bring in a new, dynamic leader. In November 2025 Anthony Carlson was selected to lead Array. Anthony Carlson is a proven business leader and is deeply passionate about the business.

Valuable Assets

Since Array no longer operates as a wireless carrier, it has been opportunistically pursuing options to monetize its remaining wireless spectrum and has made substantial progress reaching agreements to monetize roughly 70 percent of its total spectrum holdings. Array has entered into agreements with T-Mobile, Verizon, AT&T and others. Array closed on its first transaction with T-Mobile in August 2025 and most recently closed on the AT&T transaction on January 13, 2026, for $1.018 billion. Array expects that the remaining pending spectrum transactions will close in 2026. Array continues to hold valuable spectrum and will continue to evaluate opportunities to monetize the remaining 30 percent.

ARRAY DIGITAL INFRASTRUCTURE, INC.

2026 PROXY STATEMENT

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SUMMARY						1
VOTING INFORMATION						4
PROPOSAL 1 ELECTION OF DIRECTORS						8
CORPORATE GOVERNANCE						14
EXECUTIVE OFFICERS						18
Code of Business Conduct and Ethics for Officers and Directors						18
PROPOSAL 2 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM						19
FEES PAID TO PRINCIPAL ACCOUNTANTS						20
AUDIT COMMITTEE REPORT						20
PROPOSAL 3 CHARTER AMENDMENT						22
PROPOSAL 4 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION						23
EXECUTIVE AND DIRECTOR COMPENSATION						24
Compensation Discussion and Analysis						24
Compensation Committee Report						37
Compensation Tables						38
Summary Compensation Table						38
Grants of Plan-Based Awards						40
Outstanding Equity Awards at Fiscal Year-End						42
Option Exercises and Stock Vested						43
Nonqualified Deferred Compensation						45
Table of Potential Payments upon Termination or Change in Control						50
CEO Pay Ratio						50
Pay Versus Performance						51
Risks from Compensation Policies and Practices						55
Director Compensation						56
Compensation Committee Interlocks and Insider Participation						57
Other Relationships and Related Transactions						58
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS						61
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT						62
SHAREHOLDER PROPOSALS FOR 2026 ANNUAL MEETING						65
OTHER MATTERS						65
SOLICITATION OF PROXIES						65
FINANCIAL AND OTHER INFORMATION						65
OTHER BUSINESS						66
APPENDIX A						67

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Proxy Statement Summary

Annual Meeting Information

Date and Time

May 19, 2026 at 8:30 a.m. Central Time

Place

Sidley Austin LLP, One South Dearborn Street, Chicago, Illinois

Record Date

March 23, 2026

Webcast

investors.arrayinc.com/events-and-presentations/

Governance Highlights

•Annual election of all directors

•Directors, officers and certain other employees prohibited from pledging or hedging shares

•The positions of Chair of the Board of Directors and President/Chief Executive Officer are separate

•Annual self-assessment of board and its committees

•Limits on other public board service

The following is a summary of the actions being taken at the 2026 Annual Meeting and does not include all the information that may be important to you. You should carefully read this entire Proxy Statement and not rely solely on the following summary.

Proposal 1—Election of Directors

Under the terms of Array's Restated Certificate of Incorporation ("Restated Charter"), the terms of all directors will expire at the 2026 Annual Meeting.

The holders of Common Shares are entitled to elect three directors. Your Board of Directors has nominated the following persons for election as directors by the holders of Common Shares: Harry J. Harczak, Jr., Esteban C. Iriarte, and Xavier D. Williams.

Telephone and Data Systems, Inc. ("TDS"), as the sole holder of Series A Common Shares, is entitled to elect six directors. Your Board of Directors has nominated the following persons for election as directors by the holder of Series A Common Shares: Anthony J. M. Carlson, LeRoy T. Carlson, Jr., Walter C. D. Carlson, Kenneth S. Dixon, John M. Toomey and Vicki L. Villacrez.

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Our 2025 Director Nominees

Name

Age

Director Since

Independent

Principal Occupation

Anthony J. M. Carlson**

November
2025

President and CEO, Array

LeRoy T. Carlson, Jr.**

1984

Vice Chair, TDS

Walter C. D. Carlson**

1989

Chair of the Board, President and CEO, TDS

Kenneth S. Dixon**

July
2025

President and CEO, TDS Telecommunications LLC ("TDS Telecom"), a wholly owned subsidiary of TDS

Harry J. Harczak, Jr.*

2003

Managing Director of Sawdust Capital, LLC

Esteban C. Iriarte*

2022

Former Executive Vice President and Chief Operating Officer, Latin America, Millicom International Cellular S.A.

John M. Toomey**

N/A

Treasurer and Vice President-Corporate Relations, TDS

Vicki L. Villacrez**

2022

Executive Vice President and Chief Financial Officer of TDS

Xavier D. Williams*

2023

CEO of Network Wireless Solutions, LLC

*To be elected by Common Shares **To be elected by Series A Common Shares

Anthony J. M. Carlson was elected by the Board of Directors effective November 16, 2025 to fill the vacancy on the Board created by the resignation of Douglas Chambers.

Proposal 2—Ratification of Independent Registered Public Accounting Firm

As in prior years, shareholders are being asked to ratify PricewaterhouseCoopers LLP ("PwC") as the Company's independent registered public accounting firm for the year ending December 31, 2026.

Proposal 3—Amendment to Restated Certificate of Incorporation to allow for exculpation of officers

Shareholders are being asked to approve an amendment to the Company's Restated Certificate of Incorporation to allow for exculpation of officers.

Proposal 4—Advisory Vote to Approve Executive Compensation or "Say-on-Pay"

Shareholders are being asked to approve, on an advisory basis, the compensation of our named executive officers for 2025.

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NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS AND 2026 PROXY STATEMENT

TO THE SHAREHOLDERS OF

ARRAY DIGITAL INFRASTRUCTURE, INC.

We will hold the 2026 annual meeting of shareholders (the "2026 Annual Meeting") of Array Digital Infrastructure, Inc., a Delaware corporation ("Array" or the "Company"), on Tuesday, May 19, 2026, at 8:30 a.m., Central Time. At the meeting, we are asking shareholders to take the following actions:

1. To elect the director nominees named in this proxy statement.

2. To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2026.

3. To approve an amendment to the Company's Restated Certificate of Incorporation to allow for exculpation of officers (the "Charter Amendment").

4. To approve, on an advisory basis, the compensation of our named executive officers as disclosed herein (commonly known as "Say-on-Pay").

5. To transact such other business as may properly be brought before the meeting or any postponement, adjournment or recess thereof by or at the direction of the Board of Directors.

Your Board of Directors recommends a vote "FOR" each of the nominees for election as directors, "FOR" the proposal to ratify accountants, “FOR” approval of the Charter Amendment, and "FOR" approval of the Say-on-Pay proposal.

We have fixed the close of business on March 23, 2026, as the record date for the determination of shareholders entitled to notice of, and to vote at, the 2026 Annual Meeting or any postponement, adjournment or recess thereof.

We are first sending this Notice of the 2026 Annual Meeting of Shareholders and Proxy Statement and proxy card, together with our 2025 Annual Report, on or about April 7, 2026, to shareholders who are receiving a paper copy of the proxy materials. We have made arrangements to commence mailing a Notice of Internet Availability of Proxy Materials on or about April 7, 2026 to other shareholders as discussed below.

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VOTING INFORMATION

The following are questions and answers relating to the actions being taken at the 2026 Annual Meeting and do not include all of the information that may be important to you. You should carefully read this entire Proxy Statement and not rely solely on the following questions and answers.

What matters are being presented at the 2026 Annual Meeting?

A summary of the matters being presented and important voting information is provided below:

Voting Matters

Board's Recommendations

Voting Options

Vote Required

Effect of Abstentions

Effect of Broker Non-Votes

Page Reference

1. Election of Directors

• Three director nominees elected by holders of Common Shares

• Six director nominees elected by holders of Series A Common Shares

FOR all nominees

For or Withhold authority to vote for such director nominee

N/A

No effect

2. Ratify independent registered public accountants

FOR

For, Against, or Abstain

Will have the same effect as a vote against

N/A****

3. Approve an amendment to the Company's Restated Certificate of Incorporation to allow for exculpation of officers

FOR

For, Against, or Abstain

***

Will have the same effect as a vote against

4. Approve, on an advisory basis, the compensation of named executive officers ("Say-on-Pay")

FOR

For, Against, or Abstain

Will have the same effect as a vote against

No effect

* Directors will be elected by a plurality of the votes cast by the class or group of shareholders, entitled to vote in the election of such directors, which are present in person or represented by proxy at the meeting and withhold votes will have no legal effect in the election of the directors.

** The approval of Proposals 2 and 4 will require the affirmative vote of the holders of stock having a majority of the votes that could be cast by the holders of all stock entitled to vote on the applicable proposal which are present in person or represented by proxy at the meeting.

*** The approval of Proposal 3 will require the affirmative vote of the holders of a majority of the voting power of all of the outstanding shares of all stock entitled to vote thereon.

**** Because Proposal 2 is a discretionary item under New York Stock Exchange (NYSE) listing standards, we do not expect any broker non-votes for this proposal.

Voting Rights

Under the Restated Charter, each Series A Common Share is entitled to ten votes on all applicable matters, and each Common Share is entitled to one vote on all applicable matters. The holders of Common Shares, voting as a separate class, are entitled to elect 25% of the directors (rounded up to the nearest whole number), and the holders of Series A Common Shares are entitled to elect the remaining 75% of the directors (rounded down to the nearest whole number).

What is the record date for the meeting?

The close of business on March 23, 2026 is the record date for the determination of shareholders entitled to notice of, and to vote at, the 2026 Annual Meeting or any postponement, adjournment or recess thereof.

Shareholders must contact Array's Corporate Secretary to make arrangements to view the complete list of shareholders entitled to vote at the 2026 Annual Meeting. This examination by any shareholder, for any purpose germane to the 2026 Annual Meeting, will only be during normal business hours in the ten-day period prior to the 2026 Annual Meeting.

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How can I contact Array's Corporate Secretary?

You can contact her at Elsa Ansani, Vice President and Corporate Secretary, Array, 500 W. Madison Street, Suite 810, Chicago, Illinois 60661 or by email at elsa.ansani@tdsinc.com.

What shares of stock entitle holders to vote at the meeting?

We have the following classes or series of stock outstanding, each of which entitles holders to vote at the meeting:

•Common Shares; and

•Series A Common Shares.

The Common Shares are listed on the NYSE under the symbol "AD".

No public market exists for the Series A Common Shares, but the Series A Common Shares are convertible on a share-for-share basis into Common Shares.

On the record date, Array had outstanding 53,437,077 Common Shares, par value $1.00 per share (excluding 1,630,924 Common Shares held by Array and a subsidiary of Array), and 33,005,877 Series A Common Shares, par value $1.00 per share.

What is the voting power of the outstanding shares in the election of directors?

The following shows information relating to the outstanding shares and voting power of such shares in the election of directors as of the record date:


Class or Series of Common Stock	Outstanding Shares	Votes per Share	Total Voting Power	Total Number of Directors Elected by Class or Series
Series A Common Shares	33,005,877	10	330,058,770	6
Common Shares	53,437,077	1	53,437,077	3
Total Directors				9

Based on the current Board size of nine directors, TDS, as the sole holder of Series A Common Shares, is entitled to elect six directors and the holders of Common Shares (including TDS) are entitled to elect three other directors.

Director Voting Sunset Provision.

As noted above, the holders of Series A Common Shares and holders of Common Shares vote separately in the election of directors. However, pursuant to Array's Restated Charter, if the number of Series A Common Shares issued and outstanding at any time falls below 12.5% of the number of outstanding shares of common stock, because of the conversion of Series A Common Shares into Common Shares or otherwise, the holder of Series A Common Shares would lose the right to vote as a separate class, and thereafter the holder of Series A Common Shares, with ten votes per share, and the holders of Common Shares, with one vote per share, would vote as a single class in the election of all directors.

What is the voting power of the outstanding shares in matters other than the election of directors?

The following shows information relating to the outstanding shares and voting power of such shares in matters other than the election of directors as of the record date.


Class or Series of Common Stock	Outstanding Shares	Votes per Share	Total Voting Power	Percent
Series A Common Shares	33,005,877	10	330,058,770	86.1	%
Common Shares	53,437,077	1	53,437,077	13.9	%
			383,495,847	100	%

Voting Power Sunset Provision.

Each Series A Common Share has ten votes per share in all matters and, as a result, the Series A Common Shares have a substantial majority of votes in matters other than the election of directors that the holders of Common Shares are entitled to vote upon. However, this percentage could decrease. For instance, this could occur if TDS converts Series A Common Shares into Common Shares for any reason. Accordingly, the Restated Charter effectively has a sunset provision for voting in matters other than the election of directors because, if a sufficient number of Series A Common Shares are converted into Common Shares, the voting power of Series A Common Shares could decline below 50%.

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How does TDS intend to vote?

TDS, the parent company of Array, is the sole holder of Series A Common Shares and on the record date held 33,005,877 Series A Common Shares. By reason of such holding, TDS has the voting power to elect all of the directors to be elected by the Series A Common Shares. TDS also held 37,782,826 Common Shares on the record date, representing approximately 70.7% of the voting power with respect to the election of the directors to be elected by the holders of Common Shares. TDS has approximately 95.9% of the voting power with respect to matters other than the election of directors that the holders of Common Shares are entitled to vote upon.

TDS has advised us that it intends to vote:

•FOR the Board of Directors' nominees for election by the Series A Common Shares and Common Shares,

•FOR the proposal to ratify the selection of PwC as our independent registered public accounting firm for 2026,

•FOR the Charter Amendment proposal, and

•FOR the Say-on-Pay proposal.

How do I vote?

Proxies are being requested from the holders of Common Shares in connection with the election of three directors, the ratification of PwC, the Charter Amendment, and the Say-on-Pay proposal. Please sign, date and mail your proxy card(s) in the enclosed self-addressed envelope to Proxy Services, C/O Computershare Investor Services, PO Box 43101, Providence, RI 02940-3101 or vote on the Internet using the control/identification number on your proxy card in accordance with the instructions set forth on the proxy card. You have the power to revoke your proxy at any time before it is voted.

How will proxies be voted?

All properly voted and unrevoked proxies received in time for the 2026 Annual Meeting will be voted in the manner directed.

If no voting direction is made, a properly submitted proxy by a shareholder will be voted FOR the election of each of the director nominees in Proposal 1, FOR Proposal 2, FOR Proposal 3, and FOR Proposal 4.

How will my shares be voted if I own shares through a broker?

If you are the beneficial owner of shares held in "street name" by a broker, bank, or other nominee ("broker"), such broker, as the record holder of the shares, is required to vote those shares in accordance with your instructions.

In the event that there are no contested matters at the meeting, the broker may be entitled to vote the shares on your behalf with respect to "discretionary" items but will not be permitted to vote the shares with respect to "non-discretionary" items (in which case such shares will be treated as "broker non-votes"). In general, the ratification of auditors is considered a discretionary item, as such we do not expect any broker non-votes for this proposal. Matters such as the election of directors, the Charter Amendment, and votes on Say-on-Pay are non-discretionary items. In such cases, if your broker does not have specific or standing instructions, your shares will be treated as broker non-votes and may not be voted on such matters.

Accordingly, we urge you to provide instructions to your broker so that your votes may be counted on all matters. If your shares are held in street name, your broker will include a voting instruction form with this 2026 Proxy Statement. We strongly encourage you to vote your shares by following the instructions provided on the voting instruction form. Please return your voting instruction form to your broker and/or contact your broker to ensure that your shares are voted on your behalf.

What constitutes a quorum for the meeting?

A quorum is the minimum number of shares that must be represented at the Annual Meeting to conduct business at the Annual Meeting. A majority of the voting power of shares of capital stock in matters other than the election of directors and entitled to vote, present in person or represented by proxy, will constitute a quorum to permit the 2026 Annual Meeting to proceed. Withheld votes, abstentions and any broker non-votes will be counted in establishing a quorum for the meeting. If the shares beneficially owned by TDS are present in person or represented by proxy at the 2026 Annual Meeting, such shares will constitute a quorum. In addition, where a separate vote by a class or group is required with respect to a proposal, a quorum is also required with respect to such proposal for the vote to proceed.

In the election of directors, where a separate vote by a class or voting group is required, the holders of a majority of the votes of the stock of such class or voting group, present in person or represented by proxy, will constitute a quorum entitled to take action with respect to that vote on that matter. If the shares beneficially owned by TDS are present in person or represented by proxy at the 2026 Annual Meeting, such shares will constitute a quorum with respect to the six directors to be elected by the Series A Common Shares and the three directors to be elected by the Common Shares.

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The holders of a majority of the votes of the stock issued and outstanding and entitled to vote with respect to the other proposals, present in person or represented by proxy, will constitute a quorum at the 2026 Annual Meeting in connection with such other proposals. If the shares beneficially owned by TDS are present in person or represented by proxy at the 2026 Annual Meeting, such shares will constitute a quorum in connection with such proposals.

What does it mean if I receive more than one proxy card?

If you hold multiple series of shares, or hold shares in multiple registrations, you will receive a proxy card for each such account. Please sign, date, and return all proxy cards you receive to ensure all of your shares are counted. If you choose to vote by Internet, please vote each proxy card you receive. Only your latest dated proxy for each account will be voted at the 2026 Annual Meeting.

Can I change my vote or revoke my proxy?

Yes. You can change your vote or revoke your proxy at any time before it is voted at the 2026 Annual Meeting by written notice to the Corporate Secretary of Array, by voting a later-dated proxy or by voting by ballot at the meeting. Only the latest dated proxy card you vote will be counted for voting purposes.

Shareholder List

Shareholders must contact Array's Vice President and Corporate Secretary to make arrangements to view the complete list of shareholders entitled to vote at the 2026 Annual Meeting. This examination by any shareholder, for any purpose germane to the 2026 Annual Meeting, will only be during the ten-day period prior to the 2026 Annual Meeting.

Who should I call if I have any questions?

If you have any questions, or need assistance voting, please contact our proxy solicitor, MacKenzie Partners, Inc. Toll Free at (800) 322-2885, directly, at (212) 929-5500 or via email, at proxy@mackenziepartners.com.

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PROPOSAL 1

ELECTION OF DIRECTORS

The terms of all directors will expire at the 2026 Annual Meeting. The Board of Directors' nominees for election as directors are identified in the tables below. The term of office of each director elected at the 2026 Annual Meeting shall expire at the next annual meeting of shareholders in 2027, and each director elected shall serve until his or her successor shall be elected and qualify, or until his or her earlier death, resignation, removal or disqualification. Each of the nominees has consented to be named in this 2026 Proxy Statement and serve if elected. The age of the following persons is as of the date of this 2026 Proxy Statement.

To be Elected by Holders of Common Shares

Name

Age

Position with Array
and Current or Former Principal Occupation

Served as
Director since

Harry J. Harczak, Jr.

Director of Array, Managing Director of Sawdust Capital, LLC and former Executive Vice President at CDW Corporation

2003

Esteban C. Iriarte

Director of Array, former Executive Vice President and Chief Operating Officer, Millicom International Cellular S.A.

2022

Xavier D. Williams

Director of Array, CEO of Network Wireless Solutions, LLC

2023

To be Elected by Holder of Series A Common Shares

Name

Age

Position with Array
and Current or Former Principal Occupation

Served as
Director since

Anthony J. M. Carlson

Director of Array, President and CEO of Array

November 2025

LeRoy T. Carlson, Jr.

Director of Array, Director and Vice Chair of TDS

1984

Walter C. D. Carlson

Chair and Director of Array, Executive Chair of the Board and President and Chief Executive Officer of TDS

1989

Kenneth S. Dixon

Director of Array, Director of TDS and President and CEO of TDS Telecom

2025

John M. Toomey

Treasurer and Vice President - Corporate Relations of TDS

N/A

Vicki L. Villacrez

Director and Executive Vice President, Chief Financial Officer and Treasurer of Array, Director and Executive Vice President and Chief Financial Officer of TDS

2022

Your Board of Directors unanimously recommends a vote "FOR" the above nominees.

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The Board of Directors does not have any specific, minimum qualifications that must be met by a nominee, or any specific qualities or skills that are necessary for directors to possess. The Board of Directors believes that substantial judgment, diligence and care are required to identify and select qualified persons and it does not believe that it would be appropriate to place limitations on its own discretion.

The Board of Directors has consistently sought to nominate eminently qualified individuals that can provide substantial benefit and guidance. Array also believes that it is desirable to have different backgrounds, experience, skills and other characteristics. In addition, the conclusion of which persons should serve is based in part on the fact that Array is a controlled company with a capital structure in which different classes of stock vote for different directorships. In particular, because TDS owns 100% of the Series A Common Shares, nominations of directors for election by the holder of the Series A Common Shares are based on the recommendation of TDS. In addition, the Board of Directors may consider the recommendations of large shareholders, including TDS, in nominating persons for election as directors by the holders of Common Shares.

Nominees for Election by Holders of Common Shares


Harry J. Harczak Independent Director		Age: 69
Current Role: Managing Director of Sawdust Capital, LLC, since 2008		Director since: 2003
Mr. Harczak brings significant experience with Array and the wireless industry, through his many years of service on our Board and Audit Committee experience. Mr. Harczak is currently a Managing Director at Sawdust Capital, a private investment firm. He brings substantial experience in finance, sales, operations and management as a result of his executive leadership positions at CDW. He also has significant experience in accounting and auditing as a result of being a chief financial officer and a former partner at PricewaterhouseCoopers. Mr. Harczak is a Certified Public Accountant (inactive). Mr. Harczak holds a Bachelor of Science in Accounting from DePaul University and an MBA from the University of Chicago.		Board Committee: Audit Committee, Designated financial expert, Chair since 2023 Technology Advisory Group Committee Prior Business and other Experience: CDW Corporation (1994-2007), including several executive leadership positions most recently as Chief Financial Officer and Executive Vice President of Sales, Marketing and Business Development PricewaterhouseCoopers LLP
Current Public Company Boards: None	Former Public Company Boards: Tech Data Corporation (2008-2020); Audit Committee, Chairperson; Cybertech Committee

SEC Form DEF 14A filed by Array Digital Infrastructure Inc.