usm-20250808


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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PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION


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

August 26, 2025

Dear Fellow Shareholders:

You are cordially invited to attend the 2025 annual meeting of shareholders ("2025 Annual Meeting") of Array Digital Infrastructure, Inc. f/k/a United States Cellular Corporation ("Array" or the "Company") on Thursday, October 9, 2025, at 8:30 a.m., Central Time. The meeting will be held virtually.

The Notice of the 2025 Annual Meeting of Shareholders and 2025 Proxy Statement ("2025 Proxy Statement") of our Board of Directors is attached. Also enclosed is our 2024 Annual Report on Form 10-K ("2024 10-K"). At the 2025 Annual Meeting, shareholders are being asked to take the following actions:

1. elect the director nominees named in the attached 2025 Proxy Statement;

2. ratify the selection of independent registered public accounting firm for the current fiscal year;

3. approve amendments to the Company’s Restated Certificate of Incorporation (the “Charter”) to reflect changes in the Company's business as a result of the recently-closed transaction with T-Mobile (the “Charter Amendments”); and

4. approve, on an advisory basis, the compensation of our named executive officers as disclosed in the attached 2025 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” the Charter Amendments, and "FOR" the Say-on-Pay proposal.

The annual meeting will be held in a virtual format only.

We would like to have as many shareholders as possible represented at the 2025 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						Douglas W. Chambers

Chair						President and CEO

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Dear Shareholders:

The Company has undergone significant changes in 2025.

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. for $4.4 billion, including up to $2 billion of assumed debt.

The transaction closed on August 1, 2025 and United States Cellular Corporation changed its name to Array Digital Infrastructure, Inc. (“Array”). The common stock continues to trade on the New York Stock Exchange and the ticker was changed from USM to AD.

Additionally on August 1, 2025, your Board of Directors declared a special cash dividend payment of $23.00 per share payable on August 19, 2025, to shareholders of record as of August 11, 2025.

With the close of the T-Mobile transaction, Array is operating primarily as a tower business with over 4,400 owned towers. Array also owns wireless spectrum and equity-method investments. The company has entered into agreements to sell additional spectrum licenses and will continue to look for opportunities to monetize its remaining spectrum.

Board and Executive Leadership Changes

At closing, Douglas W. Chambers became interim President and Chief Executive Officer of Array. Prior to that Mr. Chambers served as Executive Vice President, Chief Financial Officer and Treasurer. As interim President and CEO of Array, he will be responsible for overseeing operations and strategic initiatives related to the portfolio of 4,400 owned towers, equity method investment interests and retained wireless spectrum.

Vicki L. Villacrez has now assumed the position of Executive Vice President, Chief Financial Officer and Treasurer of Array. Ms. Villacrez has been a member of the Board of Directors of TDS since 2023 and a member of the Array Board since 2022. Ms. Villacrez also serves as TDS’ Executive Vice President and Chief Financial Officer.

Concurrent with the closing, the Board reduced its size from 13 to 9 members and Deirdre C. Drake, Michael S. Irizarry, Gregory P. Josefowicz, Cecelia D. Stewart and Laurent C. Therivel resigned from Board. In addition, Joseph R. Hanley joined the Board.

Also at closing Michael S. Irizarry, Kevin R. Lowell and Laurent C. Therivel ceased to be executive officers of the company.

Also, on August 1, 2025, Walter C. D. Carlson succeeded LeRoy T. Carlson, Jr. as Chair of Array.

Previously, Kenneth Dixon joined the Board replacing James Butman effective July 1, 2025.

Board Committee Changes

Harry J. Harczak, Jr., Esteban C. Iriarte and Xavier D. Williams will continue as independent directors of the Array Board, and the Board appointed Mr. Iriarte to serve on the Audit Committee.

The full Array board will assume the responsibilities that were previously delegated to the Long-Term Incentive Compensation Committee, which was dissolved upon the closing of the transaction with T-Mobile.

ARRAY DIGITAL INFRASTRUCTURE, INC.

2025 PROXY STATEMENT

TABLE OF CONTENTS



SUMMARY						1
VOTING INFORMATION						3
PROPOSAL 1 ELECTION OF DIRECTORS						8
CORPORATE GOVERNANCE						13
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 AMENDMENTS						22
PROPOSAL 4 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION						23
EXECUTIVE AND DIRECTOR COMPENSATION						24
Compensation Discussion and Analysis						24
Compensation Committee Report						41
Compensation Tables						42
Summary Compensation Table						42
Grants of Plan-Based Awards						44
Outstanding Equity Awards at Fiscal Year-End						46
Option Exercises and Stock Vested						48
Nonqualified Deferred Compensation						49
Table of Potential Payments upon Termination or Change in Control						52
CEO Pay Ratio						53
Pay Versus Performance						53
Risks from Compensation Policies and Practices						56
Director Compensation						57
Compensation Committee Interlocks and Insider Participation						58
Other Relationships and Related Transactions						59
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS						63
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT						63
SHAREHOLDER PROPOSALS FOR 2026 ANNUAL MEETING						67
OTHER MATTERS						67
SOLICITATION OF PROXIES						68
FINANCIAL AND OTHER INFORMATION						68
OTHER BUSINESS						68
APPENDIX A						69

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Proxy Statement Summary

Annual Meeting Information

Date and Time

October 9, 2025 at 8:30 a.m. Central Time

Place

Virtual

Record Date

August 15, 2025

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 2025 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 2025 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: LeRoy T. Carlson, Jr., Walter C. D. Carlson, Douglas W. Chambers, Kenneth S. Dixon, Joseph R. Hanley and Vicki L. Villacrez.

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Our 2025 Director Nominees

Name

Age

Director Since

Independent

Principal Occupation

LeRoy T. Carlson, Jr.**

1984

Vice Chair, TDS

Walter C. D. Carlson**

1989

Chair of the Board, President and CEO, TDS

Douglas W. Chambers**

2023

President and CEO, Array

Kenneth S. Dixon**

July 2025

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

Joseph R. Hanley**

August 2025

Senior Vice President-Strategy and Corporate Development, 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.

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

Kenneth Dixon was initially elected by the Board of Directors effective July 1, 2025 to fill the vacancy on the Board created by the resignation of James Butman. Mr. Dixon was recommended as a candidate by TDS.

Joseph R. Hanley was initially elected by the Board of Directors on August 1, 2025, to fill a vacancy on the Board. He was recommended as a candidate by TDS.

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, 2025.

Proposal 3—Charter Amendments

Shareholders are being asked to approve amendments to the Company’s Restated Certificate of Incorporation to reflect changes in the Company's business as a result of the recently-closed transaction with T-Mobile. Specifically, the amendments would update the description of Array’s current business in (i) a section of the Charter relating to the business in which the Company may engage without TDS’ consent and (ii) in a section of the Charter relating to corporate opportunities that may be claimed by the Company.

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 2024.

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PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS AND 2025 PROXY STATEMENT

TO THE SHAREHOLDERS OF

ARRAY DIGITAL INFRASTRUCTURE, INC.

We will hold the 2025 annual meeting of shareholders ("the 2025 Annual Meeting") of Array Digital Infrastructure, Inc. ("Array" or the "Company"), a Delaware corporation virtually, on Thursday, October 9, 2025, 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, 2025.

3. To approve amendments to the Company’s Restated Certificate of Incorporation to reflect changes in the Company's business as a result of the recently-closed transaction with T-Mobile (the “Charter Amendments”).

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 come before the meeting or any postponement, adjournment or recess thereof.

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 Amendments and "FOR" approval of the Say-on-Pay proposal.

We have fixed the close of business on August 15, 2025, as the record date for the determination of shareholders entitled to notice of, and to vote at, the 2025 Annual Meeting or any postponement, adjournment or recess thereof.

The annual meeting will be held in a virtual format only.

We are first sending this Notice of the 2025 Annual Meeting of Shareholders and Proxy Statement and proxy card, together with our 2024 Annual Report, on or about August 26, 2025, 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 August 26, 2025 to other shareholders as discussed below.

You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: https://meetnow.global/MFYXJQ4 at 8:30 am Central on Thursday, October 9, 2025.

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VOTING INFORMATION

The following are questions and answers relating to the actions being taken at the 2025 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 2025 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 amendments to the Company’s Restated Certificate of Incorporation to reflect changes in the Company's business as a result of the recently-closed transaction with T-Mobile

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 directors.

** The approvals 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.

**** 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 August 15, 2025.

Shareholders must contact Array's Corporate Secretary to make arrangements to view the complete list of shareholders entitled to vote at the 2025 Annual Meeting. This examination by any shareholder, for any purpose germane to the 2025 Annual Meeting, will only be during normal business hours in the ten-day period prior to the 2025 Annual Meeting.

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How can I contact Array's Corporate Secretary?

You can contact her at Jane W. McCahon, Corporate Secretary, Array, 500 W. Madison Street, Suite 810, Chicago, Illinois 60661 or by email at jane.mccahon@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 ["USM"]

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 [ ] Common Shares, par value $1.00 per share (excluding [ ] 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	[ ]	1	[ ]	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

330,058,770

[ ]

Common Shares

[ ]

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 [ %] of the voting power with respect to the election of the directors to be elected by the holders of Common Shares. TDS has approximately [ %] 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,

•FOR the Charter Amendments, 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 Amendments, 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 un-revoked proxies received in time for the 2025 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 Amendments 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 2025 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 2025 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 2025 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 2025 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 2025 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 2025 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 2025 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 2025 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.

How do I register to attend the Annual Meeting virtually on the Internet?

If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you received. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet.

To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Array holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on October 6, 2025 (3 business days in advance of the meeting).

You will receive a confirmation of your registration by email after we receive your registration materials. Requests for registration should be directed to us at the following:

By email: Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com

By mail: Computershare Array Legal Proxy P.O. Box 43001 Providence, RI 02940-3001

Can I ask questions during the Annual Meeting?

Shareholders as of the record date can submit questions in writing in advance of the meeting through https://meetnow.global/MFYXJQ4. Shareholders attending the meeting as a shareholder of record or a registered beneficial owner with a legal proxy who obtained a control number from Computershare will also have an opportunity to submit questions in writing during the meeting. We will try to answer as many submitted questions as time allows.

What if I have technical difficulties?

The virtual meeting platform is fully supported across browsers and devices running the most updated version of applicable software and plug-ins. Please ensure that you have a strong Wi-Fi connection wherever you intend to participate in the meeting. Please also give yourself sufficient time to log-in and ensure you can hear the streaming audio before the meeting starts.

In the event of technical difficulties with the Annual Meeting, a link on the meeting page will provide further assistance or you may call Computershare at 1-888-724-2416.

Can I attend the Annual Meeting as a guest?

If you would like to enter the meeting as a guest in listen-only mode, click on Guest and enter the information requested on the following screen. Please note you will not have the ability to ask questions or vote during the meeting if you participate as a guest.

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PROPOSAL 1

ELECTION OF DIRECTORS

The terms of all directors will expire at the 2025 Annual Meeting. The Board of Directors' nominees for election as directors are identified in the table below. The term of office of each director elected at the 2025 Annual Meeting shall expire at the next annual meeting of shareholders in 2026, 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 2025 Proxy Statement and serve if elected. The age of the following persons is as of the date of this 2025 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
LeRoy T. Carlson, Jr.	78	Director of Array, Director and Vice Chair of TDS	1984
Walter C. D. Carlson	71	Chair and Director of Array, Executive Chair of the Board and President and Chief Executive Officer of TDS	1989
Douglas W. Chambers	56	Director and President and CEO of Array	2023
Kenneth S. Dixon	56	Director of Array, President and CEO of TDS Telecom	2025
Joseph R. Hanley	58	Director of Array, Senior Vice President-Strategy and Corporate Development of TDS	2025
Vicki L. Villacrez	63	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 has 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 has a bachelor of science degree 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

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Esteban C. Iriarte Independent Director		Age: 53
Current Role: Private Investor		Director since: 2022
Mr. Iriarte has significant leadership experience in the wireless and cable industries having served in several executive leadership positions with Millicom International Cellular S.A. (Millicom) from 2009 to 2023. Millicom provides cable and mobile services dedicated to emerging markets in Latin America. From 2016-2023, Mr. Iriarte was Executive Vice President and Chief Operating Officer of Millicom, where he led operations in nine different Latin American markets each with its own competitive context, product and management teams. Previously, Mr. Iriarte was Chief Executive Officer of Millicom’s Colombian businesses and prior to this was head of Millicom’s regional Home and B2B divisions. From 2009 to 2011, he was CEO of Amnet Inc., a leading service provider in Central America for broadband, cable TV, fixed line and data services that was bought by Millicom in 2008. He also brings significant experience successfully competing against large incumbent competitors in Latin America. Mr. Iriarte has a bachelor's degree from Universidad Católica Argentina, Ciudad de Buenos Aires, Argentina and an MBA from Universidad Austral, Ciudad de Buenos Aires, Argentina.		Board Committees: Audit Committee Technology Advisory Group Committee Prior Business and other Experience: Executive Vice President and Chief Operating Officer of Millicom International Cellular S.A. (2016-2023) Board Member, SURA Asset Management S.A. de C.V, a privately owned investment manager and subsidiary of Grupo de Inversiones Suramericana S.A. (2016-present) Manager, Operations, Cablevision Inc. (2006-2009)
Current Public Company Boards: None	Former Public Company Boards: None

Xavier D. Williams Independent Director

Age: 57

Current Role: CEO of Network Wireless Solutions, LLC

Director since: 2023

Mr. Williams has significant leadership experience in the telecommunications industry as CEO of Network Wireless Solutions, an infrastructure solution provider for wireless and wireline communications providers, since March 2022, and from his thirty years at AT&T, Inc., most recently as President, Public Sector & FirstNet, which included responsibility for a multi-billion dollar nationwide wireless broadband network for first responders. He has extensive B2B experience in addition to experience in sales, finance, strategy, product management, global operations and human resources. Mr. Williams has also worked in the technology industry and was CEO of American Virtual Cloud Technologies, Inc., a publicly traded special purpose acquisition company focused on providing secure managed cloud services, hardware, and software, from October 2020 to June 2021 and then he became its Vice Chairman from July 2021 to August 2021. He has a bachelor's degree in business administration from Edinboro University of Pennsylvania and an MBA from the University of Pittsburgh-Joseph M. Katz Graduate School of Business.

Board Committee:

Audit Committee

Technology Advisory Group Committee

Prior Business and other Experience:

Significant leadership and operational experience with AT&T (1990-2020), most recently President- Public Sector & FirstNet

Current Public Company Boards

None

Former Public Company Boards

American Virtual Cloud Technologies, (2020-2021)

Your Board of Directors unanimously recommends a vote "FOR" each of the above nominees for election by the holders of Common Shares.

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Nominees for Election by Holders of Series A Common Shares


LeRoy T. Carlson, Jr. Non-Independent Director		Age: 78
Current Role: Vice Chair of TDS since February 2025		Director since: 1984
Mr. Carlson brings substantial experience with respect to the wireless industry as a result of his many years as an investor in TDS, a former trustee of the TDS Voting Trust, a director and former President and Chief Executive Officer of TDS, and a director and former Chair of Array. Mr. Carlson was President of TDS from 1981 until February 2025 and CEO of TDS from 1986 until February 2025. As a senior executive officer of Array's parent, the board of directors considers it essential that Mr. Carlson serve on the Array board. Also, because he is a director and officer of TDS, the largest shareholder of Array, his participation on the board permits him to represent the long-term interests of Array shareholders. He also has experience as chair of the Technology Advisory Group Committee since 2015 and as a member of the TDS Corporate Governance and Nominating Committee since 2004. Mr. Carlson has a bachelor's degree from Harvard College and an MBA from Harvard Graduate School of Business. LeRoy T. Carlson, Jr. is the brother of Walter C. D. Carlson.		Board Committee: Technology Advisory Group Committee, Chair Prior Business and other Experience: Former Trustee of the TDS Voting Trust, for more than 5 years
Current Public Company Boards: TDS, since 1968	Former Public Company Boards: Aerial Communications, Inc. American Paging


Walter C. D. Carlson Chair of the Board and Non-Independent Director		Age: 71
Current Role: Chair of the Board, President and Chief Executive Officer of TDS since February 2025; Chair of Array since August 2025		Director since: 1989
Mr. Carlson brings substantial experience with respect to Array and the wireless industry as a result of his many years as an investor in TDS, as a trustee of the TDS Voting Trust, as a director of TDS and Chair of the TDS Board, and as a director of Array. Mr. Carlson was elected President and Chief Executive Officer of TDS in February 2025 and as the senior executive of Array’s parent, the board of directors considers it essential that Mr. Carlson serve on the Array board. Also, because he is a director of TDS, the largest shareholder of Array, his Board participation permits him to represent the long-term interests of Array shareholders. Mr. Carlson has represented many public and private corporate clients during his legal career as a litigator. He also has experience as a member and the chairperson of the TDS Corporate Governance and Nominating Committee since 2004. Mr. Carlson has a bachelor’s degree from Yale University and a J.D. from Harvard University. Walter C. D. Carlson is the brother of LeRoy T. Carlson, Jr.		Prior Business and other Experience: Trustee of the TDS Voting Trust Senior Counsel at Sidley Austin LLP from 2023 through January 2025 and prior to that was a Partner for more than five years
Current Public Company Boards: TDS, since 1981	Former Public Company Boards: Aerial Communications, Inc.

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Douglas W. Chambers, Non-Independent Director

Age: 56

Current Role: President and CEO, Array

Director since January 2023

Mr. Chambers has more than 25 years of financial and business experience. Prior to being named President and CEO of Array, Mr. Chambers was Array's Executive Vice President, Chief Financial Officer and Treasurer. He joined Array from TDS in 2018. Mr. Chambers was responsible for the Company's accounting and financial reporting, revenue assurance, financial planning and analysis, credit and collections, treasury, real estate, and supply chain activities. Mr. Chambers is a board member of the Southwest Wisconsin Chapter of the American Red Cross. He earned a bachelor’s degree in accounting from the University of Wisconsin-Madison and an MBA from the Kellogg School of Management at Northwestern University.

Prior Business and other Experience:

TDS (2007-2018)

Midway Games, Inc. (2004-2007)

PricewaterhouseCoopers LLP (1991-2004)

Current Public Company Boards

None

Former Public Company Boards

None


Kenneth S. Dixon, Non-Independent Director		Age: 56
Current Role: President and CEO, TDS Telecom		Director since July 2025
Mr. Dixon bring significant experience, expertise and qualifications as a result of his 33 years in the telecommunications industry. He worked for Verizon Communications demonstrating his leadership, marketing, sales, and operational skills through a series of positions with increasing responsibilities including President of Consumer Markets for Verizon where he led the company’s $13 billion consumer business and executed its fiber network transformation strategy. More recently, Ken served three years as CEO of Tillman FiberCo, a company that designs, builds, and owns fiber optic broadband infrastructure. Mr. Dixon earned a bachelor of science from Syracuse University and served on the Dean’s Advisory Board of Syracuse University College of Arts and Sciences.		Prior Business and other Experience: Tillman FiberCo (2022-2024) Significant leadership and operational experience with Verizon Communications, including President of Consumer Markets (1992-2019)
Current Public Company Boards TDS, since July 2025	Former Public Company Boards None

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Joseph R. Hanley, Non-Independent Director		Age: 57
Current Role: Senior Vice President-Strategy and Corporate Development		Director since August 2025
Mr. Hanley brings substantial experience as a result of his 37 years in the telecommunications industry. Mr. Hanley is currently TDS’ Senior Vice President – Strategy and Corporate Development since 2021. He was previously Senior Vice President – Technology, Services and Strategy for more than five years prior to June 2021. Mr. Hanley leads the TDS corporate development and acquisition initiatives and is responsible for all aspects of corporate strategy, as well as strategic technology and public policy initiatives. Mr. Hanley has significant experience in engineering and product management. He served as First Vice Chair of ATIS, an organization responsible for communications technology standards. Mr. Hanley holds a BS in electrical engineering from the University of Illinois at Urbana-Champaign and an MBA from Arizona State University.		Prior Business and other Experience Significant leadership and operational experience since joining TDS in 1988
Current Public Company Boards: None	Former Public Company Boards None

Vicki L. Villacrez Non-Independent Director

Age: 63

Current Role: Executive Vice President and Chief Financial Officer of TDS

Director since: 2022

Ms. Villacrez has significant experience with the telecommunications industry as a result of over thirty years at the TDS enterprise. She has substantial experience in finance, accounting, financial planning and strategic analysis. Ms. Villacrez is currently TDS’ Executive Vice President and CFO since 2022. She was previously Senior Financial Advisor of TDS from February 2022 to May 2022 and prior to that TDS Telecom’s Senior Vice President Finance and CFO since 2017 and TDS Telecom’s Vice President Finance and CFO between 2012 and 2017. Prior to that Ms. Villacrez held several financial leadership positions with growing responsibility at TDS, including leading Financial Analysis and Strategic Planning. Ms. Villacrez has a bachelor's degree in accounting from Upper Iowa University and an MBA from Edgewood College. She is also a CPA.

Prior Business and other Experience

Significant leadership and operational experience with TDS' subsidiary TDS Telecom, most recently TDS Telecom's Senior Vice President and CFO, (1989-present)

Current Public Company Boards

TDS, since August 2023

Former Public Company Boards

None

Your Board of Directors unanimously recommends a vote "FOR" each of the above nominees for election by the holders of Series A Common Shares.

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CORPORATE GOVERNANCE

Board of Directors

The business and affairs of Array are managed by or under the direction of the Board of Directors. The Board of Directors consists of nine members. Holders of Common Shares elect 25% of the directors rounded up to the nearest whole number, or three directors based on a board size of nine directors. TDS, as the sole holder of Series A Common Shares, elects the remaining six directors.

Board Leadership Structure

Under our leadership structure, the same person does not serve as both the chair of the board and chief executive officer. Effective August 1, 2025, Walter C. D. Carlson became Chair and, in that capacity, sets the agenda and presides over Board of Directors meetings, and assesses the performance of Array. Douglas W. Chambers serves as President and Chief Executive Officer and is responsible for day-to-day leadership and performance and, in that capacity, regularly confers and consults with the Chair with respect to important strategic, operating and financial activities and decisions.

This leadership structure is set forth in our Bylaws. Array has determined that this leadership structure is appropriate given that Array is controlled by TDS. Additionally, Array believes that its leadership structure facilitates risk oversight because the role of the President and Chief Executive Officer, who has primary operating responsibility to assess and manage Array's exposure to risk, is separated from the role of the Chair of the Board, who sets the agenda for and presides over Board of Directors meetings at which the Array board exercises its oversight responsibility with respect to risk.

Board Role in Risk Oversight

The Board of Directors is primarily responsible for oversight of the risk assessment and risk management process. Although the Board of Directors can delegate this responsibility to board committees, the Board of Directors has not done so. Instead the actual risk assessment and risk management is carried out by the President and Chief Executive Officer and other officers and then reported to the Board of Directors.

As part of its oversight responsibilities, the Board of Directors reviews the Enterprise Risk Management (ERM) program which applies to TDS and all of its business units, including Array. This program was designed with the assistance of an outside consultant and is integrated into TDS' existing management and strategic planning processes, including such processes of Array. The ERM program provides a common enterprise-wide language and discipline around risk identification, quantification and mitigation.

Although the Board of Directors has ultimate oversight authority over risk, certain committees have responsibilities relating to risk. Under NYSE listing standards, and as set forth in its charter, the Audit Committee is required to discuss policies with respect to risk assessment and risk management. Accordingly, the Audit Committee discusses Array's major financial and operational risk exposures and the steps management has taken to monitor and control such exposures in connection with its review of financial statements and related matters on a quarterly basis.

In addition, as part of the ERM program, the Audit Committee, while not solely responsible for ERM, discusses guidelines and policies to govern the process by which risk assessment and risk management are handled. The Audit Committee receives updates and discusses policies with respect to risk assessment and risk management on a regular basis. In 2022, the committee expanded its charter to include the review of procedures and processes to ensure the accuracy of its material disclosures and reporting related to Environment, Social and Governance (ESG) matters.

In August 2025, the Long-Term Incentive Compensation Committee (LTICC), which had responsibility relating to the equity compensation of the executive officers was terminated and disbanded and now the full Array board will make equity plan determinations previously made by the LTICC.

Furthermore, TDS has established a Technology Advisory Group (TAG) for TDS and its business units, including Array. The TAG enhances the Board’s risk oversight through its review of technologies the Company is investing in and through discussion of potential technology disruptions. Related to this, the Array Board of Directors established a TAG Committee of the Board of Directors that consists of directors who participate in the TAG.

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Board Oversight of Cybersecurity

The full Board of Directors engages in oversight of Array's cybersecurity risks. The Board of Directors receives regular updates from management on technology and security updates and Array’s assessment of cybersecurity threats and mitigation plans. The TDS Chief Information Security Officer (CISO) provides the full Board of Directors an annual update and discussion of the cybersecurity program. The Array Audit Committee oversees the processes over internal controls and financial reporting that includes controls and procedures that are designed to ensure that significant cybersecurity incidents are communicated to both senior management and the Audit Committee. The Audit Committee meets with the CISO at least two times per year. Cybersecurity is also discussed with the Technology Advisory Group of the Board of Directors as warranted.

Director Independence and New York Stock Exchange Listing Standards

Array Common Shares are listed on the NYSE. Under NYSE listing standards, Array is a "controlled company" because over 50% of the voting power for the election of directors is held by TDS. Accordingly, Array is exempt from certain listing standards under the rules of the NYSE that require listed companies that are not controlled companies to (i) have a board composed of a majority of directors who qualify as independent, (ii) have a compensation committee composed entirely of directors who qualify as independent, and (iii) have a nominating/corporate governance committee composed entirely of directors who qualify as independent.

As discussed below under "Audit Committee," the following members of the Audit Committee qualify as independent under the NYSE listing standards: Harry J. Harczak, Jr. (chairperson), Esteban C. Iriarte and Xavier D. Williams.

Meetings of Board of Directors

The strategic alternatives review for Array increased the number of board meetings. The Array Board of Directors held eleven meetings during 2024, of which five were regularly scheduled and six were special board meetings related to the aforementioned strategic alternatives review. Each director attended at least 75% of the total number of board meetings and at least 75% of the total number of committee meetings on which such person was a member of the committee (during the period such person was a director or member of such committee).

Corporate Governance Best Practices

The following identifies a number of the good corporate governance best practices adopted and followed by Array:

•Annual election of directors.

•Array has adopted Corporate Governance Guidelines that are intended to reflect good corporate governance and other best practices.

•The positions of (i) Chair of the Board and (ii) President and Chief Executive Officer are separated.

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SEC Form PRE 14A filed by United States Cellular Corporation