---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-25-073368"
form_type: "8-K"
ticker: "AD"
cik: "0000821130"
company_name: "ARRAY DIGITAL INFRASTRUCTURE, INC."
filed_at: "2025-08-04T23:59:59+00:00"
generated_at: "2026-05-17T21:40:42.519099+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Array closes sale of wireless ops to T-Mobile for ~$4.3B; declares $23 special dividend

## Summary
- Adjusted purchase price ~$4.3B: $2.6B cash + $1.7B T-Mobile debt assumption via exchange offer.
- Special cash dividend of $23.00/share declared, record Aug 11, payable Aug 19, 2025.
- Name change to Array Digital Infrastructure, Inc.; new ticker 'AD' effective Aug 12, 2025.
- Entered 15-year Master License Agreement with T-Mobile for min 2,015 towers plus interim rights on ~1,800 towers.
- Five directors resigned; Joseph Hanley elected to Board; Vicki Villacrez appointed CFO; Walter Carlson becomes Chair.

## SEC filing metadata
- accession: 0001104659-25-073368
- form_type: 8-K
- ticker: AD
- cik: 0000821130
- company_name: ARRAY DIGITAL INFRASTRUCTURE, INC.
- filed_at: 2025-08-04T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 1.02, 2.01, 3.03, 8.01, 5.02, 5.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/821130/000110465925073368/0001104659-25-073368-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/821130/000110465925073368/tm2518822d2_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-25-073368
- JSON: https://secwatch.observer/filing/0001104659-25-073368.json
- Plain text: https://secwatch.observer/filing/0001104659-25-073368.txt

## Key facts
- Governance Changes
  ARRAY DIGITAL INFRASTRUCTURE, INC.: Amended and Restated Bylaws adopted to reflect name change, delete reference to Long-Term Incentive Compensation Committee in Section 3.5, and delete fixed board size range in Section 2.2 (effective 2025-08-01).
  - Change: bylaw amendment
  - Effective: 2025-08-01
  source text: on August 1, 2025, the Array Board adopted the Amended and Restated Bylaws of Array (the “A&R Bylaws”) to reflect the Name Change. In addition, the A&R Bylaws (a) delete the reference in Section 3.5 to the Long-Term Incentive Compensation Committee of the Array Board and (b) delete the provision in Section 2.2 that prescribes a fixed range for the number of members of the Array Board.
  evidence_url: https://www.sec.gov/Archives/edgar/data/821130/000110465925073368/0001104659-25-073368-index.htm
- Governance Changes
  ARRAY DIGITAL INFRASTRUCTURE, INC.: Certificate of Amendment No. 1 changed the company name from 'United States Cellular Corporation' to 'Array Digital Infrastructure, Inc.' (effective 2025-08-01).
  - Change: charter amendment
  - Effective: 2025-08-01
  source text: On August 1, 2025, Array filed with the Secretary of State of the State of Delaware a Certificate of Amendment No. 1 to the Restated Certificate of Incorporation of United States Cellular Corporation (the “Charter Amendment”) to change the name of Array from “United States Cellular Corporation” to “Array Digital Infrastructure, Inc.”, which became effective upon filing (the “Name Change”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/821130/000110465925073368/0001104659-25-073368-index.htm
- M&A Transactions
  ARRAY DIGITAL INFRASTRUCTURE, INC. completed a disposition involving T-Mobile US, Inc. for approximately $4.3 billion in the aggregate (closed 2025-08-01).
  - Action: disposition
  - Counterparty: T-Mobile US, Inc.
  - Consideration: approximately $4.3 billion in the aggregate
  - Closing: 2025-08-01
  source text: Buyer. The purchase price received by Array at the Closing pursuant to the Purchase Agreement, after giving effect to adjustments pursuant thereto at Closing, was approximately $4.3 billion in the aggregate (the “Adjusted Purchase Price”), with approximately $2.6 billion of the Adjusted Purchase Price being paid in cash and approximately $1.7 billion of the Adjusted
  evidence_url: https://www.sec.gov/Archives/edgar/data/821130/000110465925073368/0001104659-25-073368-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.