UZF · Array Digital Infrastructure, Inc. 5.500% Senior Notes due 2070

This filing discloses a pivotal strategic development: Telephone and Data Systems, Inc. (TDS), Array’s controlling shareholder with 81.9% of capital stock and 95.9% of voting interests, has submitted a non-binding proposal to acquire the remaining publicly held shares. The proposal triggers formal governance protocols — the Array Board established a Special Committee of three independent directors to evaluate it, engaging PJT Partners as financial advisor and Cravath, Swaine & Moore LLP as legal counsel. Critically, the proposal is expressly contingent on both the Special Committee’s affirmative recommendation and approval by a majority of disinterested stockholders — meaning minority shareholders retain decisive influence over outcome. Because TDS already controls the vast majority of voting power, this process represents the primary safeguard for minority shareholder interests. The filing emphasizes the non-binding nature of the proposal and explicitly disclaims any certainty regarding consummation, timing, or terms — underscoring material execution risk. For investors, this event introduces significant near-term uncertainty around corporate control, liquidity, and valuation, while also presenting potential upside if the acquisition proceeds at a premium. The absence of disclosed consideration, structure details, or timeline beyond the May 7 date limits immediate assessment of economic terms, placing emphasis on the Special Committee’s forthcoming evaluation and disclosures.