SCHEDULE: Array Digital Completes $4.3B Wireless Sale

Array Digital Infrastructure, Inc. has completed the sale of its wireless operations and select spectrum assets to T-Mobile US, Inc. for approximately $4.3 billion in cash and assumed debt.

Summary

• Array Digital Infrastructure, Inc. (formerly United States Cellular Corporation) completed the sale of its wireless operations and select spectrum assets to T-Mobile US, Inc. on August 1, 2025.
• The transaction generated approximately $4.3 billion in cash and involved the assumption of certain debt by T-Mobile US, Inc.
• Telephone & Data Systems Inc. (TDS) and the Telephone & Data Systems Inc. Voting Trust 1989 collectively beneficially own 70,788,703 shares of Array Digital Infrastructure, Inc.
• This ownership includes 33,005,877 Series A Common Shares (with ten votes per share) and 37,782,826 Common Shares.
• TDS beneficially owns approximately 82.0% of the Issuer's outstanding classes of capital stock and approximately 95.9% of their combined voting power.
• The Voting Trust, through its control of TDS, shares the power to direct the disposition of these shares and can direct a majority of the combined voting power of TDS, which in turn controls the Issuer.
• Walter C. D. Carlson was awarded 1,146 Common Shares on August 1, 2025, for his service as a director.
• Douglas W. Chambers had 52,654 restricted stock units and performance share units vest on August 1, 2025, resulting in 27,905 net Common Shares after tax withholding, and an additional 67,005 units vest and settled in cash at $73.50 per unit, all due to accelerated vesting from the T-Mobile sale.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. The completion of a major asset sale as planned is a positive, providing significant cash. However, the extremely high insider control and the fundamental business pivot introduce uncertainty for external investors, balancing the positive cash event.

Positives

• Completion of the significant wireless operations and spectrum asset sale to T-Mobile US, Inc. for approximately $4.3 billion in cash provides substantial liquidity.
• The transaction allows Array Digital Infrastructure, Inc. to pivot its business focus, potentially towards digital infrastructure assets.
• The high level of beneficial ownership by TDS and the Voting Trust ensures stable control and strategic alignment for the company's future direction.

Negatives

• The extremely high beneficial ownership and voting control (82.0% of capital stock, 95.9% voting power) by TDS and the Voting Trust significantly limits the influence of minority shareholders.
• The company has divested its core wireless operations, requiring a complete strategic pivot, the success of which remains to be seen.

Future Outlook

The Voting Trust intends to maintain the ability to keep or dispose of the voting control of Telephone & Data Systems Inc. (TDS). If Array Digital Infrastructure, Inc. remains a publicly-traded company, the Voting Trust intends that TDS will maintain the ability to keep or dispose of the voting control of the Issuer. TDS and the Voting Trust retain the right to change their intent, acquire additional securities, or dispose of existing securities.

Management Comments

• The trustees of the Voting Trust intend to maintain the ability to keep or dispose of the voting control of TDS.
• If and to the extent that Array Digital Infrastructure, Inc. remains a publicly-traded company, the trustees of the Voting Trust intend that TDS maintain the ability to keep or dispose of the voting control of the Issuer.

Industry Context

This announcement signifies a major strategic shift for Array Digital Infrastructure, Inc., moving away from its historical role as a wireless operations provider following the sale of its core assets. The company is now positioned to focus on digital infrastructure, aligning with broader industry trends towards specialized infrastructure ownership and away from integrated wireless services.

Related Party Transactions

• Telephone & Data Systems Inc. (TDS) and the Telephone & Data Systems Inc. Voting Trust 1989 are the primary beneficial owners, holding approximately 82.0% of Array Digital Infrastructure, Inc.'s outstanding capital stock and 95.9% of its combined voting power, establishing a significant related party control relationship.
• Walter C. D. Carlson, President and CEO of TDS and a director of Array Digital Infrastructure, Inc., was awarded 1,146 Common Shares on August 1, 2025, in connection with his service as a director.
• Douglas W. Chambers, Interim President and CEO of Array Digital Infrastructure, had previously granted restricted stock units and performance share units vest on August 1, 2025, due to accelerated vesting triggered by the T-Mobile sale, resulting in 27,905 net Common Shares and a cash settlement for an additional 67,005 units.

Stakeholder Impact

• Shareholders: Minority shareholders will have very limited influence over the company's strategic direction or capital allocation due to the overwhelming control by TDS and the Voting Trust.
• Employees: The sale of wireless operations likely impacts employees previously associated with that business segment, though specific details are not provided in this filing.
• Creditors: The cash infusion from the sale may improve the company's liquidity and debt servicing capacity, potentially benefiting creditors.

Key Dates

Recommendation

The filing confirms the completion of a significant asset sale, fundamentally altering the company's business model from wireless operations to digital infrastructure. While the cash infusion is positive, the extremely high beneficial ownership and voting control by Telephone & Data Systems Inc. and its Voting Trust (82.0% of capital stock, 95.9% voting power) mean minority shareholders have very limited influence over strategic direction or capital allocation. A 'hold' recommendation is appropriate as the company pivots, awaiting further clarity on its digital infrastructure strategy and how the substantial cash proceeds will be deployed. The high insider control is a key factor for external investors.

Keywords

Digital Infrastructure, Wireless Operations, Spectrum Assets, T-Mobile US, SEC Filing, Schedule 13D, Beneficial Ownership, Corporate Control, Asset Sale, Telephone & Data Systems