ARRAY DIGITAL INFRASTRUCTURE, INC.

Current report

Announced Transactions and Strategic Alternatives Review Risk Factors

Current report

1)Closing of the T-Mobile transaction occurred on August 1, 2025, and will require substantial changes to the manner in which Array’s remaining business is conducted, which could have a material adverse effect on Array's financial condition and results of operations.

Current report

The successful closing of the T-Mobile transaction on August 1, 2025 will require significant changes to the manner in which the Array business is operated. The remaining Array business, which includes the tower business, non-controlling interests in certain wireless operating companies and wireless spectrum licenses, certain of which are subject to other sale agreements, is of a significantly smaller scale than its historical operations. This could produce operational, cost and borrowing disadvantages relative to its historical operations.

Current report

Upon receipt of regulatory approval, Array accelerated the recognition of certain cash and non-cash obligations related to employee compensation, severance and stock awards. Additional significant costs that include contingent advisory fees, income tax expense, administrative costs, restructuring expenses and other wind down costs are anticipated to be recorded upon and following the close on August 1, 2025. Significant additional transaction costs related to pending and potential future spectrum sales, ongoing restructuring expenses and wind down costs are expected to be incurred into the foreseeable future as the strategic alternatives process is completed. Additionally, it is uncertain which towers T-Mobile will choose to permanently locate on, and therefore, it is unknown how many and which towers with no tenants will remain in Array's tower portfolio. Array may incur significant decommissioning costs for certain towers that Array elects to retire, and such decommissioning costs are also expected to include remaining obligations under related ground leases for certain towers. These decommissioning costs may have a significant adverse impact on Array's future cash flows and financial statements.

Current report

At the closing of the T-Mobile transaction, Array and T-Mobile entered into a MLA, pursuant to which, among other things, T-Mobile will lease space on certain additional Array-owned towers for a minimum of 15 years and also commit to 15 year minimum extensions of existing leases for Array-owned towers. As a result, Array’s business is substantially dependent upon T-Mobile, and if T-Mobile fails to meet its obligations under these leases to Array, this would have a significant adverse impact on Array's business and financial statements.

Current report

See Note 6 — Divestitures and Note 11 — Subsequent Events in the Notes to Consolidated Financial Statements for additional information.

Current report

2)Array and certain subsidiaries of Array entered into the Verizon Purchase Agreement on October 17, 2024 and the AT&T Purchase Agreement on November 6, 2024 to sell certain wireless spectrum licenses. There is no guarantee that the transactions contemplated by the Verizon Purchase Agreement or the AT&T Purchase Agreement will be consummated. Costs and uncertainties related to these transactions could have adverse effects on Array's financial condition or results of operations.

Current report

On October 17, 2024, Array, and certain subsidiaries of Array, entered into the Verizon Purchase Agreement to sell certain AWS, Cellular and PCS wireless spectrum licenses and agreed to grant Verizon certain rights to lease such licenses prior to the transaction close.

Current report

On November 6, 2024, Array, and certain subsidiaries of Array, entered into the AT&T Purchase Agreement to sell certain 3.45 GHz and 700 MHz wireless spectrum licenses and agreed to grant AT&T certain rights to lease and sub-lease such licenses prior to the transaction close.

Current report

The Verizon and AT&T transactions are subject to regulatory approval, which Array may not be able to obtain on the terms or timeline currently contemplated, or at all. Similarly, Array may not be able to satisfy the other closing conditions applicable to each of the transactions, which in the case of the Verizon transaction, includes the termination of the T-Mobile Short-Term Spectrum Manager Lease Agreement. If the Verizon and AT&T transactions are not consummated, the funds contemplated to be received as a result of such transactions will not be available for investment in Array’s business, repayment of debt, or dividends to Array stockholders, including TDS. Further, Array’s stock price likely would decline to the extent that the current market price reflects an assumption that these transactions will be completed. The uncertainty regarding the Verizon and AT&T transactions and the continued efforts to monetize the remaining spectrum assets could result in adverse effects on Array's financial condition or results of operations and volatility in Array's stock price.

Current report

The strategic alternatives review process has already resulted in the incurrence of significant expense primarily related to legal and financial advisors - this is expected to continue. Further, as a result of changes to its spectrum units of accounting, Array recognized a significant impairment on its spectrum assets during 2024 and expects further events and circumstances may result in additional impairments for the spectrum that is retained after the close of the T-Mobile transaction, including the spectrum that is pending sale if such sales do not close as expected.

Current report

There can be no assurance that the strategic alternatives review process, which is ongoing, will result in the transactions with Verizon and AT&T being successfully completed, or successful monetization of other remaining spectrum, or that these processes or any outcomes of these processes will not have an adverse impact on Array's business or financial statements.

Current report

See Note 6 — Divestitures in the Notes to Consolidated Financial Statements for additional information related to the Verizon and AT&T transactions.

Current report

Operational Risk Factors

Current report

3)An inability to monetize the remaining spectrum assets as well as the ongoing costs to retain the spectrum could adversely affect Array’s operations.

Current report

Array may be unable to find buyers at mutually agreeable prices for its spectrum assets not subject to the pending Verizon and AT&T transactions. Further, the opportunity to monetize the remaining spectrum assets will depend on a variety of factors, including industry data usage, availability of new spectrum through FCC spectrum auctions and the potential disposition of other wireless businesses.

Current report

In addition, most of the remaining spectrum licenses not subject to the Verizon and AT&T transactions have FCC build-out requirements that have not yet been fully satisfied. Compliance with such requirements would require significant investments and Array no longer has an existing wireless business to operate the retained spectrum. Additionally, if the Verizon and AT&T transactions are not completed, Array would retain additional wireless spectrum licenses with no wireless business to operate the spectrum. As renewal of all wireless spectrum licenses is predicated upon their initial and continued operation in accordance with FCC requirements, such licenses could be subject to forfeiture if Array does not incur significant costs and expenses to operate the spectrum prior to renewal or engage another carrier to do so. All of these events could have a significant adverse effect on Array’s financial condition, cash flows, and results of operations.

Current report

4)Increasing competition in the tower industry could adversely affect Array’s revenues, negatively impact future growth and increase its costs to compete.

Current report

Competition in the tower industry is robust, as Array competes with public and private tower companies, private equity sponsored tower companies, and owners of non-communications sites such as utility towers, rooftop structures, water towers, and other alternative structures. Many of these competitors are larger than Array, have greater financial and other resources, have more advantageous tower locations than Array, have greater capacity on their towers, and have more scale nationwide than Array. Such factors could result in an inability to acquire or build additional towers, difficulty in leasing tower space or renewing leases, or cause lease revenue to decline in the future. Specifically, Array could be negatively impacted by the following factors, among others:

Current report

•Increased pressure on pricing resulting from increased tenant churn or reduced tenancy rates;

Current report

•Low profit margins and returns on investment that are below Array’s cost of capital;

Current report

•Increased operating and capital expenditure costs due to inflation and other factors; and

Current report

•Limited opportunities for strategic partnerships.

Current report

5)A substantial portion of Array revenues are derived from a small number of tenants concentrated in the wireless industry and the loss or financial difficulties of such tenants may adversely affect Array’s business, financial condition, results of operations and future growth. Array will be particularly reliant on its relationship with T-Mobile. Lower demand for wireless services, negative trends in the wireless industry or changes in customer business models may decrease the revenues Array receives from its tenants, which could adversely affect Array’s business, financial condition, results of operations and future growth.

Current report

A substantial portion of Array revenues are derived from a small number of tenants concentrated in the wireless industry including Verizon, AT&T, Echostar Communications, and particularly T-Mobile (collectively, large carriers). As it relates to the large carriers, a reduction in the demand for tower leasing, reduced capital expenditures or operating expenses on networks, financial difficulties, or other business factors at such large carriers, may adversely affect Array’s revenues, results of operations, cash flows, financial condition, liquidity and future growth. If the large carriers or other current or potential tenants are unable to raise adequate capital to fund their business plans or encounter capital constraints, they may reduce spending, file for bankruptcy, or consolidate, reduce or terminate operations, which could adversely affect the demand for leasing space on towers and negatively impact both Array’s current revenue and cash flows, as well as future growth opportunities. Array’s revenues may be adversely affected by negative trends in the wireless industry, changes in the business model of its tenants or reduced demand for its large carriers’ services among their end users. Specifically, Array’s business, financial condition, revenues, liquidity, results of operations and future growth may be adversely affected by the following factors, among others:

Current report

•The overall size and growth rate of Array’s tenant base;

Current report

•Demand for or usage of wireless services, particularly data services;

Current report

•Delays or failures of FCC spectrum auctions and wireless carriers ability to deploy new spectrum;

Current report

•Emergence of new technologies that reduce the need for towers;

Current report

•Lack of use cases to monetize new 6G technologies that require deploying equipment on towers;

Current report

•Consolidation, co-location and/or spectrum sharing by wireless carriers that reduces the need for towers;

Current report

•Wireless carriers may change the mix of their network investments away from tower related investments;

Current report

•Economic downturn that results in wireless carriers reducing network capital expenditures; and

Current report

•Large carriers exercise of pricing power to reduce tower rents.

Current report

6)Inability to protect Array’s real estate rights, with respect to land leases, could have an adverse effect on Array’s business, financial condition or results of operations.

Current report

A significant number of Array’s towers are located on land subject to operating leases. For various reasons, landowners may not want to renew their ground agreements with Array, may lose rights to their land, or may transfer their land interests to other parties, including ground lease aggregators, which could adversely affect Array’s ability to renew ground agreements, or to renew such ground agreements on commercially viable terms and/or terms that are significantly less favorable than those that have historically been in place. Array’s inability to protect rights to the land under its towers, or its inability to lease such land on commercially viable terms and/or terms that are significantly less favorable than those that have historically been in place, may have a material adverse effect on Array’s business, cash flows, results of operations or financial condition.

Current report

7)Array’s business, financial condition or results of operations may be adversely impacted by extreme weather events, climate-related events, natural disasters, including wildfires, and other unforeseen events.

Current report

Array’s towers are subject to risks from unforeseen events such as extreme weather events, wildfires or natural disasters (including as a result of any potential effects of climate change), or may collapse for any number of reasons, including structural deficiencies. In the event Array’s towers are adversely impacted by an unforeseen event, customers may not be obligated or willing to pay their lease expenses while Array may be required to continue paying related fixed expenses, including expenses for ground leases and other property interests. Any such unforeseen event impacting a material portion of Array’s towers could, among other things, interrupt or delay service to Array’s tenants, damage or delay deployment of new towers, or could result in legal claims or penalties, reputational damage, negative market perception, or costly response measures, which could adversely affect Array’s business, cash flows, financial condition or results of operations. In addition, Array has energy sources on certain of its tower sites, and any unforeseen event may cause damage to surrounding property. Array maintains insurance to cover the estimated cost of replacing damaged towers and damage to surrounding property, but there can be no assurances that such coverage will be adequate to cover exposure from such events.

Current report

8)An inability to attract people of outstanding talent throughout all levels of the organization, to develop their potential through education and assignments, and to retain them by keeping them engaged, challenged and properly rewarded could have an adverse effect on Array's business, financial condition or results of operations.

Current report

Array’s ability to sustain and grow its business and execute on its strategy requires Array, in part, to attract, recruit and retain qualified and experienced associates, including key management personnel and other talent. Due to competition, limited supply, and/or rising wage levels for qualified management, technical and other personnel, there can be no assurance that Array will be able to attract and/or retain people of outstanding potential for leadership and development of its business. The loss of existing key personnel due to competition, wage levels and/or retirements, the failure to recruit highly skilled personnel in a timely and cost-effective manner, the failure of the leadership transition following the close of the T-Mobile transaction, or the failure to have effective succession planning, could have an adverse effect on Array’s business, financial condition or results of operations.