What the changes say
- T-Mobile transaction closed, leaving a much smaller tower, spectrum and minority-investment business with substantial restructuring and wind-down costs.
- Pending Verizon and T-Mobile spectrum sales face regulatory and closing risks, while retained spectrum requires costly FCC build-out compliance.
- Tower operations now emphasize competition, tenant concentration, ground-lease renewals, inflation and exposure to extreme weather.
What changed since the prior 10-K
New
- New
1)Closing of the T-Mobile transaction occurred on August 1, 2025, and has required 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
The completed T-Mobile transaction shrank Array’s business and triggered restructuring, compensation, tax, advisory and other wind-down costs.
- New
See Note 2 — Discontinued Operations and Note 6 — Acquisitions and Divestitures in the Notes to Consolidated Financial Statements for additional information
Verizon and T-Mobile spectrum license sales may not close, leaving Array exposed to transaction costs and uncertainty.
- New
On September 22, 2025, T-Mobile exercised its call option under the Put/Call Agreement for certain 600 MHz wireless spectrum licenses and on October 7, 2025, Array and T-Mobile entered into a License Purchase Agreement
Regulatory approvals or other closing conditions could delay or prevent spectrum sales, reducing funds for debt repayment, investment or dividends.
- New
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
Array may not sell retained spectrum at acceptable prices and may need major investment to satisfy FCC build-out requirements.
- New
4)Increasing competition in the tower industry could adversely affect Array’s revenues, negatively impact future growth and increase its costs to compete
Larger and better-funded tower competitors could pressure pricing, reduce leasing and renewals, and limit Array’s growth opportunities.
- New
5)There are economic and business risks associated with fixed rate annual escalators on colocation revenue contracts
Ground-lease escalators could outpace fixed colocation-revenue escalators, reducing margins, cash flow and financial performance.
- New
Further, to the extent future U.S. inflation rates would persist at higher rates for sustained periods of time, revenues and margins in real dollars could erode, and this could have an adverse affect on Array's results of operations, cash flows and financial condition
Array depends heavily on a few wireless tenants, especially T-Mobile, while DISH Wireless has missed certain contractual payments.
- New
7)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
Landowners or ground-lease aggregators could prevent tower-site renewals or force materially less favorable terms.
- New
8)Advances or changes in technology could reduce the need for tower-based services
Satellites, mesh networks and other technologies could reduce wireless customers’ need for traditional tower leasing, especially in rural markets.
- New
9)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
Extreme weather, wildfires, natural disasters or tower failures could interrupt tenant service while Array continues paying fixed site costs.
- New
In addition to the transactions described previously, Array may enter into agreements to acquire or divest certain assets. In general, Array may not disclose the negotiation of such transactions until a definitive agreement has been reached
Future acquisitions or divestitures may involve unfavorable pricing, integration, financing, regulatory approval and execution outcomes.
- New
Array is regularly involved in a number of legal and policy proceedings before the FCC and various state and federal courts. Such legal and policy proceedings can be complex, costly, protracted and highly disruptive to business operations by diverting the attention and energies of management and other key personnel
FCC, FAA and other legal or policy proceedings could be costly, disruptive and restrict how Array operates.
Dropped
- Dropped
Announced Transactions and Strategic Alternatives Review Risk Factors
- Dropped
On November 6, 2024, UScellular, and certain subsidiaries of UScellular, 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
T-Mobile’s proposed acquisition of UScellular’s wireless operations and spectrum, plus Verizon and AT&T spectrum sales.
- Dropped
2)If the T-Mobile, Verizon and AT&T transactions are not consummated, substantial changes will be required to the manner in which UScellular’s wireless business is conducted, and we expect there will be a material adverse effect on UScellular's financial condition and results of operations
Regulatory approval and closing-condition risks for UScellular’s T-Mobile, Verizon and AT&T transactions.
- Dropped
3)If the T-Mobile, Verizon and AT&T transactions are consummated, substantial costs will be triggered and substantial changes will be required to the manner in which UScellular’s remaining business is conducted, which could have a material adverse effect on UScellular's financial condition and results of operations
Consequences if the proposed wireless and spectrum transactions failed, including continued competition and limited capital.
- Dropped
5)Intense competition involving products, services, pricing, promotions and network speed and technologies could adversely affect UScellular’s revenues or increase its costs to compete
Costs and operational changes if UScellular completed the proposed transactions.
- Dropped
9)Changes in various business factors, including changes in demand, consumer preferences and perceptions, price competition, cost increases, churn from customer switching activity and other factors, could have an adverse effect on UScellular’s business, financial condition or results of operations
Intense competition across UScellular’s wireless products, pricing, promotions, networks and technologies.
- Dropped
10)A failure by UScellular to obtain access to adequate radio spectrum to meet current or anticipated future needs and/or to accurately predict future needs for radio spectrum could have an adverse effect on UScellular’s business, financial condition or results of operations
Demand, customer preferences, pricing, costs and churn affecting UScellular’s wireless business.
- Dropped
11)Advances or changes in technology could render certain technologies used by UScellular obsolete, could put UScellular at a competitive disadvantage, could reduce UScellular’s revenues or could increase its costs of doing business
Failure to obtain enough FCC spectrum for UScellular’s current and future wireless needs.
- Dropped
12)Complexities associated with deploying new technologies present substantial risk and UScellular investments in unproven technologies may not produce the benefits that UScellular expects
Technology changes making UScellular’s wireless technologies obsolete or reducing tower-space demand.
- Dropped
13)Costs, integration problems or other factors associated with acquisitions, divestitures or exchanges of properties or wireless spectrum licenses and/or expansion of UScellular’s business could have an adverse effect on UScellular’s business, financial condition or results of operations
Costs and execution risks from UScellular’s 5G deployment and other unproven technologies.
- Dropped
No assurance can be given that UScellular will be successful with respect to its acquisition, divestiture or exchange strategies or initiatives
Risks from UScellular acquiring, divesting or exchanging businesses, properties and spectrum.
- Dropped
UScellular has relationships with independent agents and third-party national retailers who market UScellular services
Unsuccessful acquisition, divestiture or exchange strategies and related execution risks.
- Dropped
15)A failure by UScellular to maintain flexible and capable telecommunication networks or information technologies, or a material disruption thereof, could have an adverse effect on UScellular’s business, financial condition or results of operations
Supplier, device vendor, independent-agent and third-party retailer disruptions affecting UScellular’s network and sales.
- Dropped
17)UScellular has a significant amount of indebtedness which could adversely affect its financial performance and in turn adversely affect its ability to make payments on its indebtedness, comply with terms of debt covenants and incur additional debt
- Dropped
As a result, UScellular’s level of indebtedness, restrictions contained in debt instruments and/or possible breaches of covenants, defaults, and acceleration of indebtedness could have an adverse effect on UScellular’s business, financial condition, revenues, results of operations and cash flows
- Dropped
UScellular attempts to timely and fully comply with all regulatory requirements. However, UScellular is unable to predict the future actions of the various legislative and regulatory bodies that govern UScellular, and such actions could have adverse effects on UScellular’s business
- Dropped
22)Settlements, judgments, restraints on its current or future manner of doing business and/or costs resulting from pending and future legal and policy proceedings could have an adverse effect on UScellular’s business, financial condition or results of operations
- Dropped
See Note 14 — Commitments and Contingencies in the Notes to Consolidated Financial Statements for additional information related to legal proceedings
- Dropped
In addition, some studies have indicated that some aspects of using a wireless device while driving may impair a driver's attention in certain circumstances, making accidents more likely. These concerns could lead to potential litigation relating to accidents, deaths or serious bodily injuries
- Dropped
29)The impact of public health emergencies on UScellular's business is uncertain, but depending on duration and severity could have a material adverse effect on UScellular's business, financial condition or results of operations
Reworded
- 81% rewritten
14)Failure by Array to timely or fully comply with any existing applicable legislative and/or regulatory requirements or changes thereto could adversely affect Array’s business, financial condition or results of operations
The risk now focuses on Array’s tower-related FCC and FAA obligations, including tower construction, marking, registration and lighting outages.
Was: 20)Failure by UScellular to timely or fully comply with any existing applicable legislative and/or regulatory requirements or changes thereto could adversely affect UScellular’s business, financial condition or results of operations
- 67% rewritten
13)Array has significant investments in wireless operating entities that it does not control. Losses in the value of or cash flows from such investments could have an adverse effect on Array’s financial condition, cash flows or results of operations
The risk now covers Array’s noncontrolling wireless-entity investments and adds potential losses in distributions and cash flows.
Was: 19)UScellular has significant investments in entities that it does not control. Losses in the value of such investments could have an adverse effect on UScellular’s financial condition or results of operations
- 64% rewritten
16)There could be potential conflicts of interests between TDS and Array
The controlling-shareholder risk updates governance numbers to TDS owning over 80%, controlling 96% of votes, and six of nine directors overlapping.
Was: 25)There are potential conflicts of interests between TDS and UScellular
- 36% rewritten
18)Array has experienced, and in the future expects to experience, cyber-attacks or other breaches of information technology security of varying degrees on a regular basis, which could have an adverse effect on Array's business, financial condition or results of operations
The cybersecurity risk removes denial-of-service and service-disruption examples, but adds that ransomware could cause a material breach despite controls.
Was: 27)UScellular has experienced, and in the future expects to experience, cyber-attacks or other breaches of network or information technology security of varying degrees on a regular basis, which could have an adverse effect on UScellular's business, financial condition or results of operations
- 31% rewritten
The control of Array by TDS may tend to deter non-negotiated tender offers or other efforts to obtain control of Array and thereby deprive shareholders of opportunities to sell shares at prices higher than those prevailing in the market
The change-in-control risk updates the company name and describes Array’s certificate provisions, multiple voting classes and preferred-stock authority.
Was: The control of UScellular by TDS may tend to deter non-negotiated tender offers or other efforts to obtain control of UScellular and thereby deprive shareholders of opportunities to sell shares at prices higher than those prevailing in the market
All 18 risk factors
Headings as the filing states them, in filing order.
Other
- 01SAFE HARBOR CAUTIONARY STATEMENT
- 021)Closing of the T-Mobile transaction occurred on August 1, 2025, and has required 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 operationsNew
- 03See Note 2 — Discontinued Operations and Note 6 — Acquisitions and Divestitures in the Notes to Consolidated Financial Statements for additional informationNew
- 04On September 22, 2025, T-Mobile exercised its call option under the Put/Call Agreement for certain 600 MHz wireless spectrum licenses and on October 7, 2025, Array and T-Mobile entered into a License Purchase AgreementNew
- 053)An inability to monetize the remaining spectrum assets as well as the ongoing costs to retain the spectrum could adversely affect Array’s operationsNew
- 064)Increasing competition in the tower industry could adversely affect Array’s revenues, negatively impact future growth and increase its costs to competeNew
- 075)There are economic and business risks associated with fixed rate annual escalators on colocation revenue contractsNew
- 08Further, to the extent future U.S. inflation rates would persist at higher rates for sustained periods of time, revenues and margins in real dollars could erode, and this could have an adverse affect on Array's results of operations, cash flows and financial conditionNew
- 097)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 operationsNew
- 108)Advances or changes in technology could reduce the need for tower-based servicesNew
- 119)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 eventsNew
- 12In addition to the transactions described previously, Array may enter into agreements to acquire or divest certain assets. In general, Array may not disclose the negotiation of such transactions until a definitive agreement has been reachedNew
- 1313)Array has significant investments in wireless operating entities that it does not control. Losses in the value of or cash flows from such investments could have an adverse effect on Array’s financial condition, cash flows or results of operations67% rewritten
- 1414)Failure by Array to timely or fully comply with any existing applicable legislative and/or regulatory requirements or changes thereto could adversely affect Array’s business, financial condition or results of operations81% rewritten
- 15Array is regularly involved in a number of legal and policy proceedings before the FCC and various state and federal courts. Such legal and policy proceedings can be complex, costly, protracted and highly disruptive to business operations by diverting the attention and energies of management and other key personnelNew
- 1616)There could be potential conflicts of interests between TDS and Array64% rewritten
- 17The control of Array by TDS may tend to deter non-negotiated tender offers or other efforts to obtain control of Array and thereby deprive shareholders of opportunities to sell shares at prices higher than those prevailing in the market31% rewritten
- 1818)Array has experienced, and in the future expects to experience, cyber-attacks or other breaches of information technology security of varying degrees on a regular basis, which could have an adverse effect on Array's business, financial condition or results of operations36% rewritten
Other Array Digital Infrastructure 10-Ks
- FY2024 10-K risk factors26 risks
Array Digital Infrastructure relies heavily on UScellular's pending asset sales to T-Mobile, AT&T, and Verizon. The company faces intense wireless competition, regulatory burdens, and significant debt levels. Control rests largely with majority shareholder TDS.
Filed Feb 21, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.