In August 2023, TDS and Array announced that the Boards of Directors of both companies decided to initiate a process to explore a range of strategic alternatives for Array. On August 1, 2025, Array sold its wireless operations and select spectrum assets to T-Mobile US, Inc. (T-Mobile) pursuant to a Securities Purchase Agreement (Securities Purchase Agreement). Array met the criteria to classify the wireless operations and select spectrum assets sold to T-Mobile as discontinued operations following the receipt of regulatory approval and subsequent closing of the transaction, all of which occurred during the three months ended September 30, 2025.

Total consideration received was $4,293.8 million after adjustments which included a combination of $2,628.8 million in cash proceeds and $1,665.0 million in debt assumed by T-Mobile through the preliminary results of an exchange offer made to Array's debtholders, which subsequently closed on August 5, 2025. Certain of these amounts are subject to final adjustment approximately 180 days after the closing date. The final cash proceeds are subject to adjustment according to the terms and conditions of the Securities Purchase Agreement. As of September 30, 2025, Array recorded an estimated purchase price true-up due to T-Mobile of $20.2 million, which is classified as Current liabilities of discontinued operations in the Consolidated Balance Sheet. Array expects a cash income tax liability on the T-Mobile transaction of between $250.0 million and $300.0 million. The transaction 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. See Note 10 – Debt for additional information related to the debt exchange. The cash portion of the purchase price was also reduced by unearned contingent consideration of $89.3 million as well as other purchase price adjustments outlined in the Securities Purchase Agreement. In addition, certain licenses included in the T-Mobile transaction did not transfer to T-Mobile at the time of close and are subject to FCC approval. At closing, a $16.7 million deferral of the purchase price was recorded related to these spectrum licenses. The closing of the transaction triggered the recognition of certain cash and non-cash obligations. Such obligations include contingent advisory fees, employee compensation and severance, employee stock award costs, debt extinguishment, income tax expense, administrative costs and restructuring expenses. Array also may incur significant decommissioning costs for certain equipment and recorded a liability of $65.8 million as of September 30, 2025, which is classified as Other deferred liabilities and credits in the Consolidated Balance Sheet. As of July 31, 2025, the carrying value of the net assets sold to T-Mobile was $2,362.1 million. Array recognized a loss on the transaction of $239.3 million during the three months ended September 30, 2025.

Under the provisions of certain debt agreements, which did not transfer in the sale, Array was required to repay the outstanding borrowings with proceeds from the sale. Given that the repayment of debt is contractually triggered by the sale and the debt exchange is directly related to the T-Mobile transaction, the related interest expense is presented within discontinued operations. See Note 10 — Debt for additional information related to the repayment of debt and the debt exchange.

On August 1, 2025, a Short-Term Spectrum Manager Lease Agreement and Short-Term Spectrum Manager Sublease Agreements became effective, which provide T-Mobile with an exclusive license to use certain Array spectrum assets and leases at no cost for up to one-year for the sole purpose of providing continued, uninterrupted service to customers. The portion of the purchase price allocated to the use of this spectrum was $149.3 million based on an estimate for fair market value and will be recognized to Short-term imputed spectrum lease income in the continuing operations Consolidated Statement of Operations over the one-year term.

On August 1, 2025, Array and T-Mobile entered into a Master License Agreement (MLA), pursuant to which, among other things, T-Mobile has agreed to license from Array, for a minimum of 15 years, space on a minimum of 2,015 towers owned by Array. The MLA also provided that T-Mobile extend the license term for approximately 600 towers owned by Array for a new 15-year term commencing on August 1, 2025. In addition, the MLA provides terms and conditions for T-Mobile, at its option, to revert certain equipment back to Array and would make Array responsible for any decommissioning, remediation, restoration, or disposal costs of such assets.

The carrying amounts of the major classes of assets and liabilities that transferred in the sale did not meet the criteria to be classified as held for sale in the historical Consolidated Balance Sheet as of December 31, 2024. However, during the three months ended September 30, 2025, Array met the criteria to classify the wireless operations and select spectrum assets sold to T-Mobile as discontinued operations, and therefore, the major classes of assets and liabilities are presented as discontinued operations in the historical Consolidated Balance Sheet, as follows:


	December 31, 2024
(Dollars in thousands)
Assets
Accounts receivable, net	$	942,177
Inventory, net	178,700
Prepaid expenses	39,147
Other current assets	3,008





Total current assets of discontinued operations	1,163,032

Licenses	1,297,720
Property, plant and equipment, net	2,117,517
Operating lease right-of-use assets	461,213
Other assets and deferred charges	622,619
Total non-current assets of discontinued operations	4,499,069

Total assets of discontinued operations	$	5,662,101

Liabilities
Current portion of long-term debt	$	224
Accounts payable	204,861
Customer deposits and deferred revenues	236,053
Accrued taxes	2,836
Accrued compensation	3,032
Short-term operating lease liabilities	125,137
Other current liabilities	99,432
Total current liabilities of discontinued operations	671,575

Long-term operating lease liabilities	326,406
Other deferred liabilities and credits	348,545
Long-term debt, net	1,635,709
Total non-current liabilities of discontinued operations	2,310,660

Total liabilities of discontinued operations	$	2,982,235


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
(Dollars in thousands)
Operating revenues
Service	$	238,097	$	721,735	$	1,659,873	$	2,167,771
Equipment sales	70,989		174,855		401,106		554,810
Total operating revenues	309,086		896,590		2,060,979		2,722,581

Operating expenses
System operations (excluding Depreciation, amortization and accretion reported below)	46,742		161,834		369,907		489,125
Cost of equipment sold	80,665		202,924		467,645		630,172
Selling, general and administrative	79,109		302,743		691,676		897,902
Depreciation, amortization and accretion	50,468		155,743		351,274		462,966

(Gain) loss on asset disposals, net	913		3,450		5,314		13,741
(Gain) loss on sale of business and other exit costs, net	239,267		—		239,267		—

Total operating expenses	497,164		826,694		2,125,083		2,493,906

Operating income (loss)	(188,078)		69,896		(64,104)		228,675

Other income (expense)

Interest expense	(15,255)		(43,696)		(91,714)		(129,005)
Other, net	401		(51)		190		(83)

Total other income (expense)	(14,854)		(43,747)		(91,524)		(129,088)

Income (loss) before income taxes	(202,932)		26,149		(155,628)		99,587
Income tax expense (benefit)	(72,440)		8,829		(56,435)		43,875
Net income (loss) from discontinued operations	$	(130,492)	$	17,320	$	(99,193)	$	55,712