Business Context and Reporting Period
This Form 8-K Current Report was filed by Array Digital Infrastructure, Inc. on November 6, 2025. The filing primarily addresses a significant change in executive leadership and board composition. The company is incorporated in Delaware and trades on the New York Stock Exchange under the symbol AD, with senior notes also listed.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt levels, or liquidity metrics. The document focuses exclusively on corporate governance and executive compensation arrangements.
Material Changes
- Executive Appointment: Anthony Carlson was appointed President and Chief Executive Officer, effective November 16, 2025.
- Board Election: Mr. Carlson was elected to the Board of Directors, effective November 16, 2025.
- Leadership Transition: Douglas W. Chambers will continue as interim President and CEO until November 16, 2025, after which he will serve as Senior Advisor until December 9, 2025.
- Compensation Agreement: A new offer letter was executed for Mr. Carlson detailing his base salary, bonus structure, and long-term incentives.
Guidance, Outlook, and Management Commentary
The filing contains no financial guidance, market outlook, or general management commentary regarding business operations. However, it details specific compensation terms for the new CEO:
- Base Salary: $400,000 annually.
- Annual Bonus: Target of 60% of base salary for 2025 (paid in 2026), pro-rated based on service period.
- Long-Term Incentive Plan (LTIP): 2026 target multiple set at 140% of base salary, with awards anticipated in March 2026.
- Background: Mr. Carlson previously served as Vice President of Organizational Transformation at TDS Telecommunications LLC and held various roles at Array from 2020 to 2024.
Investor Verification Checklist
- Verify the exact effective date of the CEO transition (November 16, 2025) and the interim period for the outgoing CEO.
- Review the attached Exhibit 10.1 (Letter Agreement) for full terms of the compensation package, including vesting schedules and performance metrics for the LTIP.
- Confirm the relationship between the new CEO and existing board members (son of Director LeRoy T. Carlson, Jr. and nephew of Chair Walter C.D. Carlson).
- Note that no financial results or operational updates are included in this specific filing.