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SEC filingArray completed sale of wireless operations to T-Mobile and transitioned to pure-play tower company, with site rental revenue up 51% but overall operating loss narrowed.
Array Digital Infrastructure, Inc. (formerly United States Cellular Corporation) describes itself as a company that connects America through digital infrastructure by leasing tower space to tenants and providing ancillary services. As of December 31, 2025, Array owns 4,450 towers in 19 states and is an 82.0%-owned subsidiary of Telephone and Data Systems, Inc. (TDS). On August 1, 2025, Array sold its wireless operations and select spectrum assets to T-Mobile US, Inc., completing its transformation into a pure-play tower company.
Array generates revenue by leasing space on its communications infrastructure to tenants, primarily under long-term Master License Agreements (MLAs) with its largest customers. The company's tenants include T-Mobile, AT&T, and Verizon. Array has a dedicated sales team supporting carrier customers and recently added team members for non-carrier customers. T-Mobile holds a key MLA with 2,015 committed site lease agreements. Array experiences very limited tenant churn and high renewal rates due to the high cost of moving sites and limited alternative tower structures.
Array primarily faces competition from other tower owners, including large operators such as American Tower Corporation, Crown Castle Inc, and SBA Communications Corporation. Additional competitors include regional tower operators, build-to-suit tower providers, owners of non-tower infrastructure (e.g., rooftops), and wireless providers that own and operate their own infrastructure. Key competitive factors include tower location, speed of deployment, lease agreement structure, and expertise in the leasing process.
Array's strategy is centered on four pillars. First, T-Mobile MLA integration: implementing the long-term MLA with T-Mobile, including the 2,015 committed site lease agreements and driving incremental tenancies. Second, growing colocation revenue: with over one-third of its towers having no competing structure within two miles and a lower tenancy rate than peers, Array aims to increase leasing. Third, ground lease optimization: increasing ground ownership through purchases and proactive renewals. Fourth, evaluation of towers without tenants portfolio: after T-Mobile integration, Array expects 800–1,800 towers without tenants; it will assess leasability, rationalize ground rents, and consider divestitures or decommissioning to unlock value.
Array had approximately 60 full-time and part-time associates as of December 31, 2025. The company emphasizes associate engagement, ethical standards, and professional development through training, mentoring, and succession planning. Array also sponsors Associate Resource Groups and encourages community volunteering.
Array's MD&A for the year ended December 31, 2025, reflects a transformative year following the August 1, 2025 sale of its wireless operations and select spectrum assets to T-Mobile. Continuing operations consist of tower leasing, noncontrolling interest investments, and retained spectrum. Total operating revenues increased 58% year-over-year to $163.0 million, driven by a 51% surge in site rental revenues to $154.7 million, primarily from the new T-Mobile Master License Agreement (MLA) which added minimum 2,015 towers and interim leases. Services revenue jumped to $8.3 million from $0.3 million due to insourcing of sales and leasing operations and T-Mobile integration fees. Operating loss improved significantly from ($260.3) million to ($92.5) million, reflecting lower impairment charges ($47.7M vs. $136.2M) and reduced SG&A expenses (down 18% to $84.4M). Net income from continuing operations swung to $172.3 million from a loss of $80.5 million, aided by a $31.1 million income tax benefit. Adjusted EBITDA rose 59% to $194.3 million, underscoring the enhanced profitability of the tower-focused model.
The MD&A does not provide discrete segment financials but describes three operational areas: Towers (4,450 owned towers, tenancy rate 1.03), Noncontrolling interest investments (primarily wireless entities managed by Verizon and AT&T, contributing $173.8M in equity earnings), and Retained spectrum (book value $1.58B, mostly C-Band). Tower revenue growth was fueled by the T-Mobile MLA, while equity earnings increased 8% due to $33.4M gain from Iowa entities' sale of wireless operations to T-Mobile. Spectrum-related income included $69.0M of short-term imputed lease income from T-Mobile's spectrum use. The company is actively monetizing spectrum via pending sales to Verizon, AT&T, and T-Mobile.
Management expects 2026 capital expenditures between $25 million and $35 million, primarily for land interests, tower maintenance, and light monitoring migration. Site rental revenue from T-Mobile interim leases is expected to decline as T-Mobile likely cancels those leases early. The company anticipates closing the Verizon spectrum sale in Q2/Q3 2026, which would generate substantial cash proceeds, and expects to declare a special dividend upon closure. Array maintains a robust liquidity position with $113.4M cash, $99.9M revolver availability, and $325.0M term loan. Key guidance elements include continued cost winddown from legacy wireless operations and opportunistic spectrum monetization.
As of December 31, 2025, cash and cash equivalents stood at $113.4 million, a decline from $143.7 million at year-end 2024, primarily due to debt repayments and the special dividend paid in early 2026. Total long-term debt (including current portion) decreased to $674.3 million from $1,223.7 million in 2024, largely reflecting the repayment of term loans and export credit financing with proceeds from the T-Mobile sale. The company issued a new $325.0 million term loan in August 2025. No material purchase commitments were disclosed in the notes.
No significant purchase commitments or contractual obligations beyond ordinary course leases were disclosed. The notes reference indemnifications and legal proceedings, but no quantifiable commitments.
During 2025, Array repurchased 328,835 common shares for $20.9 million at an average price of $63.49 per share. The existing repurchase authorization had cumulative authority for 658,107 shares as of year-end, with no new authorization announced. Subsequently, in January 2026, the Board declared a special dividend of $10.25 per share, totaling $885.5 million, paid in February 2026. Capital expenditures were not detailed in the notes; however, the cash flow statement (not part of notes) showed $27.2 million in PP&E additions.
Following the sale of its wireless operations, Array operates as a single reportable segment: tower leasing. The notes provide no further segment or geographic breakdown. Revenue from continuing operations (site rental and services) is disclosed in the income statement but not within the notes themselves.
Array completed the sale of its wireless operations to T-Mobile on August 1, 2025, resulting in a significantly smaller remaining business comprising towers, minority interests, and spectrum licenses. The company faces decommissioning costs for towers T-Mobile does not occupy, and its revenue is now heavily dependent on a 15-year master lease agreement (MLA) with T-Mobile. If T-Mobile fails to meet lease obligations, the impact would be material. Additionally, spectrum sale agreements with Verizon and T-Mobile are pending regulatory approval; failure to close could lead to impairments and a decline in stock price.
Array’s tower business contends with robust competition from larger, better-capitalized tower companies. The company has high tenant concentration: a small number of large carriers (T-Mobile, Verizon, AT&T) drive most revenue. Notably, DISH Wireless has defaulted on payments, signaling tenant credit risk. Technology shifts (e.g., satellites, mesh networks) could reduce long-term demand for towers. Ground lease renewal risks may also compress margins. Fixed-rate escalators on colocation contracts, if outpaced by ground lease escalations or inflation, could erode profitability.
Array’s liquidity is strained by post-transaction costs and reliance on spectrum sale proceeds. The company must comply with debt covenants under its revolving credit and term loan agreements; failure could accelerate indebtedness. Credit ratings are closely tied to TDS, its parent, meaning a downgrade of TDS could limit Array’s access to capital. The company also has non-controlling investments in wireless operating entities, which it cannot control, and losses or reduced distributions from these could hurt cash flows.
Array’s operations are subject to FCC and FAA regulations. Spectrum licenses have build-out requirements; non-compliance could lead to forfeiture. The company is involved in various legal proceedings that could impose costs or operational restrictions. Changes in tax, trade, or climate policy may increase expenses.
TDS owns over 80% of Array’s stock and controls 96% voting power, creating potential conflicts of interest. Provisions in Array's charter may discourage takeovers. Cybersecurity risks are present, though no material breach has occurred. Economic downturns or capital market disruptions could further constrain access to financing.