Array Digital Infrastructure, Inc.
An owner and operator of shared wireless communications infrastructure, Array leases space on its roughly 4,400 cell towers across the United States to wireless carriers, broadband providers, and government agencies that rely on them to deploy 5G and other networks. Born in 1983 as United States Cellular, a regional wireless carrier, the company sold its phone business to T-Mobile in 2025 and rebranded as Array—a name chosen to reflect the "array" of towers it now manages. Headquartered in Chicago, it remains a majority-owned subsidiary of Telephone and Data Systems.
On May 7, 2026, TDS delivered to the board of directors of the Issuer (the "Array Board") a letter setting forth a non-binding proposal to acquire all of the outstanding Array Common Shares that are not owned by TDS (the "Proposal"). A copy of the Proposal is filed herewith as Exhibit 2, and the information set forth in the Proposal is incorporated herein by reference. In connection with the Proposal, TDS expects to engage in discussions with the Array Board (including any Special Committee formed by the Array Board) or their representatives. The Proposal may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, delisting of the Array Common Shares from the New York Stock Exchange and other material changes in the Issuer's business or corporate structure. No assurances can be given that the transaction contemplated by the Proposal or any other potential transaction involving TDS and the Issuer will be consummated, or if a transaction is undertaken, as to its terms or timing. TDS reserves the right to modify or withdraw the Proposal at any time. TDS reserves the right to formulate other plans or make other proposals which could result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, and to modify or withdraw any such plan or proposal at any time. TDS does not intend to update this Schedule 13D regarding the Proposal until a definitive agreement has been reached or an update is otherwise required under applicable law.
On May 7, 2026, TDS delivered to the board of directors of the Issuer (the "Array Board") a letter setting forth a non-binding proposal to acquire all of the outstanding Array Common Shares that are not owned by TDS (the "Proposal"). A copy of the Proposal is filed herewith as Exhibit 2, and the information set forth in the Proposal is incorporated herein by reference. In connection with the Proposal, TDS expects to engage in discussions with the Array Board (including any Special Committee formed by the Array Board) or their representatives. The Proposal may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, delisting of the Array Common Shares from the New York Stock Exchange and other material changes in the Issuer's business or corporate structure. No assurances can be given that the transaction contemplated by the Proposal or any other potential transaction involving TDS and the Issuer will be consummated, or if a transaction is undertaken, as to its terms or timing. TDS reserves the right to modify or withdraw the Proposal at any time. TDS reserves the right to formulate other plans or make other proposals which could result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, and to modify or withdraw any such plan or proposal at any time. TDS does not intend to update this Schedule 13D regarding the Proposal until a definitive agreement has been reached or an update is otherwise required under applicable law.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| BANK OF AMERICA CORP /DE/ | 13G/APassive | 1.4% | 743.0K | Aug 3, 2026 |
| Telephone and Data Systems, Inc. | 13D/AActivist | 81.9% | 70.79M | May 8, 2026 |
On May 7, 2026, TDS delivered to the board of directors of the Issuer (the "Array Board") a letter setting forth a non-binding proposal to acquire all of the outstanding Array Common Shares that are not owned by TDS (the "Proposal"). A copy of the Proposal is filed herewith as Exhibit 2, and the information set forth in the Proposal is incorporated herein by reference. In connection with the Proposal, TDS expects to engage in discussions with the Array Board (including any Special Committee formed by the Array Board) or their representatives. The Proposal may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, delisting of the Array Common Shares from the New York Stock Exchange and other material changes in the Issuer's business or corporate structure. No assurances can be given that the transaction contemplated by the Proposal or any other potential transaction involving TDS and the Issuer will be consummated, or if a transaction is undertaken, as to its terms or timing. TDS reserves the right to modify or withdraw the Proposal at any time. TDS reserves the right to formulate other plans or make other proposals which could result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, and to modify or withdraw any such plan or proposal at any time. TDS does not intend to update this Schedule 13D regarding the Proposal until a definitive agreement has been reached or an update is otherwise required under applicable law. | ||||
| The Trustees of Amendment and Restatement (dated as of April 22, 2005) of Voting Trust under Agreement dated as of June 30,1989 | 13D/AActivist | 81.9% | 70.79M | May 8, 2026 |
On May 7, 2026, TDS delivered to the board of directors of the Issuer (the "Array Board") a letter setting forth a non-binding proposal to acquire all of the outstanding Array Common Shares that are not owned by TDS (the "Proposal"). A copy of the Proposal is filed herewith as Exhibit 2, and the information set forth in the Proposal is incorporated herein by reference. In connection with the Proposal, TDS expects to engage in discussions with the Array Board (including any Special Committee formed by the Array Board) or their representatives. The Proposal may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, delisting of the Array Common Shares from the New York Stock Exchange and other material changes in the Issuer's business or corporate structure. No assurances can be given that the transaction contemplated by the Proposal or any other potential transaction involving TDS and the Issuer will be consummated, or if a transaction is undertaken, as to its terms or timing. TDS reserves the right to modify or withdraw the Proposal at any time. TDS reserves the right to formulate other plans or make other proposals which could result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, and to modify or withdraw any such plan or proposal at any time. TDS does not intend to update this Schedule 13D regarding the Proposal until a definitive agreement has been reached or an update is otherwise required under applicable law. | ||||
| Picton Mahoney Asset Management | 13G/APassive | — | 1.00M | May 23, 2025 |