Form 4: Array Digital CEO Carlson's Deferred Bonus Payout

Array Digital Infrastructure CEO Anthony J Carlson received 5,022 common shares from a deferred bonus payout and simultaneously disposed of 1,355 shares for tax obligations.

Summary

• Anthony J Carlson, President and CEO of Array Digital Infrastructure, Inc., acquired 5,022 common shares on January 2, 2026.
• These shares were a payout of deferred bonuses, originally invested in phantom stock under the Array Long-Term Incentive Plan.
• The shares were acquired at a price of $54 per share.
• Concurrently, Carlson disposed of 1,355 common shares at $54 per share to cover tax liabilities related to the deferred compensation payout.
• Following these transactions, Carlson directly owns 8,274 common shares.
• Additionally, 4,489 derivative securities (deferred compensation) remain beneficially owned.
• A total of 3,948 of the deferred bonus shares are vested.

Sentiment

Score: 6

Explanation: The filing reports a routine insider transaction involving the payout of deferred compensation and subsequent tax withholding, indicating a pre-planned compensation event rather than a discretionary sale or acquisition based on new information. This is a neutral to slightly positive event as it represents the CEO receiving earned compensation.

Positives

• The CEO received a payout of deferred bonuses, indicating a successful vesting or performance period under the Array Long-Term Incentive Plan.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, suggesting pre-planned transactions and reducing concerns about opportunistic trading.

Negatives

• A portion of shares (1,355) was sold to cover tax liabilities, which, while a common occurrence, reduces the CEO's direct equity ownership.

Future Outlook

No forward-looking statements or guidance are provided in this insider transaction report.

Management Comments

• Payout of deferred bonuses. Reporting person deferred a portion of his bonuses pursuant to the Array Long-Term Incentive Plan. The deferred bonuses has been invested in phantom stock now representing Common Shares.
• The price on January 2, 2026, was used to determine the payout for the deferred bonus shares.
• Withholding of Common Shares as settlement for taxes due in connection with settlement of the deferred compensation payout.

Industry Context

This Form 4 filing details an individual insider transaction and does not provide broader industry context or trends.

Corporate Governance

Related Party Transactions

• Payout of deferred bonuses to CEO Anthony J Carlson under the Array Long-Term Incentive Plan.
• Withholding of common shares by the company to cover tax liabilities for CEO Anthony J Carlson's deferred compensation payout.

Stakeholder Impact

• Shareholders: The transaction represents a routine compensation event, with a minor increase in outstanding shares from the payout and a subsequent reduction from tax withholding. It confirms the execution of the company's long-term incentive plan.
• Employees (specifically CEO): Anthony J Carlson received a portion of his deferred compensation, reflecting the terms of his employment and incentive plans.

Key Dates

Recommendation

This Form 4 details a routine, pre-planned insider transaction related to deferred compensation payout and tax withholding for the CEO. It does not provide new fundamental information about the company's performance or strategic direction that would warrant a change in investment recommendation. Investors should continue to hold based on broader company fundamentals.

Keywords

ARRAY DIGITAL INFRASTRUCTURE, AD, Anthony J Carlson, Form 4, insider transaction, stock acquisition, stock disposition, deferred compensation, CEO, director, Rule 10b5-1