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ARRAY DIGITAL INFRASTRUCTURE, INC.

For the period ended Sep 30, 2025. Filed Nov 7, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 7, 2025

AD$28.94-4.7%Stored close · as of Nov 10, 2026

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Liquidity and Capital Resources

Sources of Liquidity

Array believes that existing cash and investment balances, distributions from unconsolidated entities, expected cash flows from operating activities, expected and potential dispositions of licensed spectrum assets and funds available under its financing agreements will provide sufficient liquidity for Array to meet its day-to-day operating needs and debt service requirements. Array may require additional funding for, among other uses, capital expenditures, repurchases of shares, or making additional investments including acquisition of land, land easements or additional towers. It may be necessary from time to time to increase the size of its existing credit facilities, to amend existing or put in place new credit agreements, to obtain other forms of financing, issue equity securities, or to divest assets in order to fund potential expenditures. Array will continue to monitor the business and market conditions and take appropriate actions, as necessary, to meet its liquidity needs.

Cash and Cash Equivalents

Cash and cash equivalents include cash and money market funds that purchase only debt issued by the U.S. Treasury or U.S. government agencies. The primary objective of Array's Cash and cash equivalents investment activities is to preserve principal. Array's Cash and cash equivalents were $325.6 million and $143.7 million at September 30, 2025 and December 31, 2024, respectively. Array expects a cash income tax liability on the T-Mobile transaction of between $250.0 million and $300.0 million, most of which will be paid during the three months ending December 31, 2025, pursuant to the Tax Allocation Agreement which provides that Array remits income tax payments to TDS consistent with when such payments would be paid if Array and its subsidiaries were a separate affiliated group. Refer to the Consolidated Cash Flow Analysis for additional information related to changes in Cash and cash equivalents.

Financing

Revolving Credit Agreement

Array has an unsecured revolving credit agreement with a maximum borrowing capacity of $300.0 million. Amounts under the agreement may be borrowed, repaid and reborrowed from time to time until maturity. In April 2025, Array amended the revolving credit agreement to extend the maturity date to July 2027 and allow for permitted dispositions, as specified in the amendment. The amendment also included a provision that was triggered upon the sale of the Array wireless operations to T-Mobile, which occurred on August 1, 2025, which accelerated the maturity date to April 2026. Additionally, the amendment to the revolving credit agreement included a provision that will be triggered upon Array receiving net proceeds from the cumulative sale of wireless spectrum licenses to AT&T, Verizon and other parties that equals or exceeds $500.0 million, which provision will automatically reduce the maximum borrowing capacity of the revolving credit agreement from $300.0 million to $150.0 million five business days after Array's receipt of such net proceeds. As of September 30, 2025, there were no outstanding borrowings under the agreement, except for letters of credit, and Array's unused borrowing capacity was $299.9 million.

Term Loan Agreements

In August 2025, Array repaid the entire outstanding borrowings under its term loan agreements of $713.3 million.

In August 2025, Array borrowed $325.0 million under a term loan agreement with CoBank, ACB. The maturity date of the term loan is June 2030. Borrowings bear interest at a rate of Secured Overnight Financing Rate (SOFR) plus 2.50%.

Export Credit Financing Agreement

In August 2025, Array repaid the entire outstanding borrowings under its term loan agreement with Export Development Canada of $150.0 million.

Receivables Securitization Agreement

Array, through its subsidiaries, had a receivables securitization agreement that permitted securitized borrowings using its equipment installment plan receivables. In May 2025, Array repaid the entire outstanding borrowings under the agreement of $2.0 million. In July 2025, Array terminated the receivables securitization agreement.

Debt Covenants

The revolving credit agreement and term loan agreement with CoBank require Array to comply with certain affirmative and negative covenants, which include certain financial covenants that may restrict the borrowing capacity available. Following the sale of the Array wireless operations to T-Mobile, Array is required to maintain the Consolidated Leverage Ratio, based on net debt, as of the end of any fiscal quarter from and including the quarter in which such sale occurs at a level not to exceed 3.50 to 1.00. Array is also required to maintain the Consolidated Interest Coverage Ratio at a level not lower than 3.00 to 1.00 as of the end of any fiscal quarter. Array believes that it was in compliance as of September 30, 2025 with all such financial covenants.

Other Long-Term Debt

The T-Mobile transaction to sell the wireless operations and select spectrum assets included a debt exchange offer whereby debt issued by Array could be exchanged for debt issued by T-Mobile, which reduced the cash portion of the purchase price. The debt exchange offering closed on August 5, 2025 and resulted in the exchange of $1,680.1 million of long-term debt comprised of the following Array notes: $488.9 million of 6.7% Senior Notes, $394.2 million of 6.25% Senior Notes, $401.5 million of 5.5% March 2070 Senior Notes and $395.5 million of 5.5% June 2070 Senior Notes. As a result, on August 5, 2025, after the debt exchange, Array retained $363.9 million of senior notes, consisting of $55.1 million of 6.7% Senior Notes, $105.8 million of 6.25% Senior Notes, $98.5 million of 5.5% March 2070 Senior Notes, and $104.5 million of 5.5% June 2070 Senior Notes. The write-off of the unamortized discount and debt issuance costs related to the exchanged debt of $47.7 million was recorded to (Gain) loss on sale of business and other exit costs, net within discontinued operations during the three months ended September 30, 2025.

See Note 10 — Debt in the Notes to Consolidated Financial Statements for additional information related to financing activities.

Credit Ratings

On August 1, 2025, Standard & Poor’s updated the Array issuer credit rating from BB to BBB- with a stable outlook. On August 8, 2025, Moody’s confirmed the Array Ba1 issuer credit rating and changed the outlook to stable. On September 2, 2025, Fitch Ratings confirmed the Array BB+ issuer credit rating and changed the outlook to stable.

Capital Expenditures

Capital expenditures for continuing operations (i.e., additions to property, plant and equipment), which include the effects of accruals and capitalized interest, for the nine months ended September 30, 2025 and 2024, were $17.0 million and $11.6 million, respectively.

Capital expenditures were used principally for tower maintenance, purchases of land interests and tower builds.

Divestitures

See Note 6 — Acquisitions and Divestitures in the Notes to Consolidated Financial Statements for additional information related to divestitures.

Other Obligations

Array will require capital for future spending on existing contractual obligations, which primarily include long-term debt obligations and ground lease commitments.

Common Share Repurchase Program

During the nine months ended September 30, 2025, Array repurchased 328,835 Common Shares for $20.9 million at an average cost per share of $63.49. As of September 30, 2025, the total cumulative amount of Array Common Shares authorized to be repurchased is 658,107. For additional information related to the current repurchase authorization, see Unregistered Sales of Equity Securities and Use of Proceeds.

Dividends

Array has not paid any regular cash dividends in recent periods. In conjunction with the close of the transaction of the sale of Array's wireless operations to T-Mobile on August 1, 2025, on this same date, the Array Board of Directors declared a special dividend per Common and Series A outstanding share of $23.00 for shareholders of record on August 11, 2025, which was paid on August 19, 2025. Array expects its pending sales of spectrum licenses to AT&T and Verizon, which are subject to regulatory approvals and customary closing conditions, to deliver substantial proceeds and expects its Board of Directors to declare special dividends upon closure of these transactions. The Array Board of Directors may declare regular cash dividends after the close of these transactions.

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