Business Context and Reporting Period
Company: Array Digital Infrastructure, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: March 22, 2026
Subject: Approval and filing of the Array 2026 Annual Incentive Plan (the "2026 Plan") pursuant to Item 5.02.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation structure.
Material Changes
The primary material change reported is the approval of the 2026 Annual Incentive Plan by the Company's Chair and President/CEO. The plan is effective January 1, 2026, and covers all associates, including the President and CEO, though the Chair does not participate.
Guidance, Outlook, and Management Commentary
Compensation Structure: The 2026 Plan is designed to motivate associates to achieve business goals. For officers, the bonus structure is weighted as follows:
- Company Performance: 80%
- Individual Performance: 20%
Company Performance Metrics: The 80% company performance component is measured against the following financial metrics:
- Adjusted Revenue: 40% weighting
- Adjusted OIBDA: 40% weighting
- New Cash Site Rental Revenue: 20% weighting
Eligibility Conditions: No bonus is due unless an officer remains employed through the bonus payout date, with exceptions for retirement or death (pro-rated bonus). The President/CEO or Chair may approve bonuses for officers who separate for other reasons.
Investor Verification Checklist
- Review the full text of the Array 2026 Annual Incentive Plan attached as Exhibit 10.1 for specific target thresholds and payout caps.
- Verify the definition of "Adjusted Revenue," "Adjusted OIBDA," and "New Cash Site Rental Revenue" in the company's most recent 10-K or 10-Q to understand the calculation methodology.
- Confirm the specific bonus payout date referenced in the plan to assess employment retention risks for executive officers.
- Check subsequent filings for actual performance results against the 2026 metrics outlined in this plan.