SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 22)


Array Digital Infrastructure, Inc.
(Name of Issuer)


Common Shares ($1.00 par value)
(Title of Class of Securities)


911684108
(CUSIP Numbers)


Walter C. D. Carlson
30 North LaSalle Street, Suite 4000
Chicago, IL, 60602
312-630-1900
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/07/2026
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




SCHEDULE 13D/A
CUSIP Number(s):
911684108


1 Name of reporting person

Telephone and Data Systems, Inc.
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 70,788,703.00
8 Shared Voting Power: 0.00
9 Sole Dispositive Power: 70,788,703.00
10 Shared Dispositive Power: 0.00
11 Aggregate amount beneficially owned by each reporting person

70,788,703.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

81.9 %
14 Type of Reporting Person (See Instructions)

CO, HC

Comment for Type of Reporting Person: 1. Sole voting and dispositive power and the aggregate amount beneficially owned by the reporting persons includes 33,005,877 Series A Common Shares which have ten votes per share on all matters and are convertible on a share-for-share basis into Common Shares and 37,782,826 Common Shares. See Item 5 for further explanation. 2. Reporting person beneficially owns 100% of the outstanding Series A Common Shares of the Issuer and approximately 70.7% of the outstanding Common Shares of the Issuer for a combined total of approximately 81.9% of the Issuer's outstanding classes of capital stock and approximately 95.9% of their combined voting power, based on 53,437,077 Common Shares and 33,005,877 Series A Common Shares outstanding on March 31, 2026.


SCHEDULE 13D/A
CUSIP Number(s):
911684108


1 Name of reporting person

The Trustees of Amendment and Restatement (dated as of April 22, 2005) of Voting Trust under Agreement dated as of June 30,1989
2 Check the appropriate box if a member of a Group (See Instructions)

☒  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 70,788,703.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 70,788,703.00
11 Aggregate amount beneficially owned by each reporting person

70,788,703.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

81.9 %
14 Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: 1. Shared voting and dispositive power and the aggregate amount beneficially owned by the reporting persons includes 33,005,877 Series A Common Shares which have ten votes per share on all matters and are convertible on a share-for-share basis into Common Shares and 37,782,826 Common Shares. See Item 5 for further explanation. 2. Reporting persons may be deemed to beneficially own 100% of the outstanding Series A Common Shares of the Issuer and approximately 70.7% of the outstanding Common Shares of the Issuer for a combined total of approximately 81.9% of the Issuer's outstanding classes of capital stock and approximately 95.9% of their combined voting power, based on 53,437,077 Common Shares and 33,005,877 Series A Common Shares outstanding on March 31, 2026.



SCHEDULE 13D/A

Item 1.Security and Issuer
(a) Title of Class of Securities:

Common Shares ($1.00 par value)
(b) Name of Issuer:

Array Digital Infrastructure, Inc.
(c) Address of Issuer's Principal Executive Offices:

500 West Madison Street, Suite 810, Chicago, ILLINOIS , 60661.
Item 1 Comment: This Amendment Number 22 to the Amended and Restated Schedule 13D is being filed pursuant to Section 13(d)(2) of the Securities Exchange Act of 1934, as amended (the "Act"), by Telephone and Data Systems, Inc., a Delaware corporation ("TDS"). This amended Schedule 13D relates to the ownership by TDS of Common Shares, par value $1.00 per share ("Array Common Shares") of Array Digital Infrastructure, Inc. (formerly known as United States Cellular Corporation), a Delaware corporation (the "Issuer"), and/or Series A Common Shares, par value $1.00 per share ("Array Series A Common Shares") of the Issuer, which are convertible on a share-for-share basis into Array Common Shares.
Item 2.Identity and Background
(a)
TDS and a majority of the Trustees of the Amendment and Restatement (dated as of April 22, 2005) of Voting Trust under Agreement dated June 30, 1989 (the "Voting Trust"), are filing this Schedule 13D amendment concerning their direct and indirect beneficial ownership of Array Common Shares. The information with respect to the directors and executive officers of TDS is set forth on Appendices A and B attached hereto, and incorporated herein by reference. The information with respect to the trustees of the Voting Trust is set forth on Appendix C attached hereto, and incorporated herein by reference.
(b)
The principal business and office address of TDS is 30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602. The information with respect to the directors and executive officers of TDS is set forth on Appendices A and B attached hereto, and incorporated herein by reference. The principal business address of the Voting Trust is c/o TDS, 30 North LaSalle Street, Suite 4000, Chicago, Illinois 60602. The information with respect to the trustees of the Voting Trust is set forth on Appendix C attached hereto, and incorporated herein by reference.
(c)
TDS' principal business is that of providing high-quality communications services. The Voting Trust holds common shares, par value $0.01 per share, of TDS ("TDS Common Shares"), and series A common shares, par value $0.01 per share, of TDS ("TDS Series A Common Shares"), which are convertible on a share-for-share basis into TDS Common Shares, and was created to facilitate long-standing relationships among the trust's certificate holders. Under the terms of the Voting Trust, the trustees hold and vote the TDS Series A Common Shares and TDS Common Shares held in the trust. The information with respect to the directors and executive officers of TDS is set forth on Appendices A and B attached hereto, and incorporated herein by reference. The information with respect to the trustees of the Voting Trust is set forth on Appendix C attached hereto, and incorporated herein by reference.
(d)
To the knowledge of Walter C. D. Carlson, during the last five years, none of TDS, any of the persons named in Appendices A and B attached hereto, the Voting Trust nor any of the persons named in Appendix C attached hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)
To the knowledge of Walter C. D. Carlson, during the last five years, none of TDS, any of the persons named in Appendices A and B attached hereto, the Voting Trust nor any of the persons named in Appendix C attached hereto was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)
TDS is a Delaware corporation. The Voting Trust is organized under Delaware law. The information with respect to the directors and executive officers of TDS is set forth on Appendices A and B attached hereto, and incorporated herein by reference. The information with respect to the trustees of the Voting Trust is set forth on Appendix C attached hereto, and incorporated herein by reference.
Item 3.Source and Amount of Funds or Other Consideration
 
The information contained in Item 4 below is incorporated herein by reference.
Item 4.Purpose of Transaction
 
On May 7, 2026, TDS delivered to the board of directors of the Issuer (the "Array Board") a letter setting forth a non-binding proposal to acquire all of the outstanding Array Common Shares that are not owned by TDS (the "Proposal"). A copy of the Proposal is filed herewith as Exhibit 2, and the information set forth in the Proposal is incorporated herein by reference. In connection with the Proposal, TDS expects to engage in discussions with the Array Board (including any Special Committee formed by the Array Board) or their representatives. The Proposal may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including, without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, delisting of the Array Common Shares from the New York Stock Exchange and other material changes in the Issuer's business or corporate structure. No assurances can be given that the transaction contemplated by the Proposal or any other potential transaction involving TDS and the Issuer will be consummated, or if a transaction is undertaken, as to its terms or timing. TDS reserves the right to modify or withdraw the Proposal at any time. TDS reserves the right to formulate other plans or make other proposals which could result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, and to modify or withdraw any such plan or proposal at any time. TDS does not intend to update this Schedule 13D regarding the Proposal until a definitive agreement has been reached or an update is otherwise required under applicable law.
Item 5.Interest in Securities of the Issuer
(a)
As of the date of this Amendment Number 22 to Schedule 13D, TDS may be deemed to beneficially own, pursuant to Rule 13d-3(d)(1)(i), an aggregate of 37,782,826 Array Common Shares, which is approximately 70.7% of such shares outstanding. In addition, TDS owns 33,005,877 Array Series A Common Shares which have ten votes per share on all matters and are convertible on a share-for-share basis into Array Common Shares. The information with respect to the directors and executive officers of TDS is set forth on Appendix D attached hereto, and incorporated herein by reference. As of the date of this Amendment Number 22 to Schedule 13D, pursuant to Rule 13d-3(d)(1)(i), the Voting Trust may be deemed to beneficially own an aggregate of 37,782,826 Array Common Shares representing 70.7% of such shares. In addition, the Voting Trust may be deemed to beneficially own 33,005,877 Array Series A Common Shares.
(b)
(I) TDS. (i) Sole Power to Vote or Direct the Vote: TDS is the direct beneficial owner of 37,782,826 Array Common Shares and 33,005,877 Array Series A Common Shares representing approximately 81.9% of all classes of capital stock outstanding of the Issuer. The Array Series A Common Shares have ten votes per share on all matters and are convertible on a share-for-share basis into Array Common Shares. TDS has sole voting power with respect to an aggregate of 37,782,826 Array Common Shares and 33,005,877 Array Series A Common Shares representing approximately 95.9% of the combined voting power of the Array Common Shares and the Array Series A Common Shares. As a result of such ownership, TDS has the voting power to elect all of the directors of the Issuer. (ii) Shared Power to Vote or Direct the Vote: None. (iii) Sole Power to Dispose or Direct the Disposition: TDS has sole power to dispose of 37,782,826 Array Common Shares and 33,005,877 Array Series A Common Shares, representing approximately 81.9% of all classes of capital stock outstanding of the Issuer. (iv) Shared Power to Dispose or Direct the Disposition: None. (II) Directors and Executive Officers of TDS. The information with respect to the directors and executive officers of TDS is set forth on Appendix D attached hereto, and incorporated herein by reference. (III) The Voting Trust. (i) Sole Power to Vote or Direct the Vote: None. (ii) Shared Power to Vote or Direct the Vote: The Voting Trust is the direct beneficial owner of TDS Series A Common Shares and TDS Common Shares. The Voting Trust holds and the trustees vote 7,213,594 TDS Series A Common Shares and 6,304,105 TDS Common Shares, representing approximately 95.6% of the outstanding TDS Series A Common Shares and approximately 5.9% of the outstanding TDS Common Shares, and approximately 56.8% of the combined voting power of all outstanding shares of TDS capital stock with respect to matters other than the election of directors (based on 106,308,092 TDS Common Shares and 7,542,212 TDS Series A Common Shares on March 31, 2026). Therefore, the Voting Trust may direct a majority of the combined voting power of TDS, which has voting power to elect all directors of the Issuer and has approximately 95.9% of the combined voting power of the Issuer with respect to matters other than the election of directors. (iii) Sole Power to Dispose or Direct the Disposition: None. (iv) Shared Power to Dispose or Direct the Disposition: The information contained in Item 5(b)(III)(ii) above is incorporated herein by reference. Through the ability to direct a majority of the combined voting power of TDS, the Voting Trust trustees share the power to direct the disposition of 37,782,826 Array Common Shares and 33,005,877 Array Series A Common Shares, representing approximately 81.9% of all classes of capital stock outstanding of the Issuer.
(c)
Except as disclosed below, to the knowledge of Walter C. D. Carlson, no transactions were effected during the past sixty days in Array Common Shares by TDS, by any director or executive officer of TDS, or by the Voting Trust except to the extent disclosed herein, and as may be attributable to TDS pursuant to transactions in the ordinary course under employee benefit plans. I. Anthony J. Carlson was awarded 5,805 restricted stock units on March 17, 2026, under the Array Digital Infrastructure Long Term Incentive Plan. The restricted stock units will ratably vest on the first, second and third anniversaries of the grant date. II. Anthony J. Carlson was awarded 5,805 performance share units on March 17, 2026, under the Array Digital Infrastructure Long Term Incentive Plan. The performance share units will vest on December 31, 2028, and are subject to performance metrics and certification by the Array Board. III. Anthony J. Carlson had 1,742 restricted stocks units vest on April 3, 2026. Mr. Carlson acquired 1,742 Common Shares of which 511 Common Shares were withheld to cover his taxes and he was issued 1,231 net Common Shares. IV. Anthony J. Carlson had 4,150 performance share units vest on April 3, 2026. Mr. Carlson acquired 4,150 Common Shares of which 1,217 Common Shares were withheld to cover his taxes and he was issued 2,933 net Common Shares.
(d)
To the knowledge of Walter C. D. Carlson, no other person is known to have the right of dividends from, or the proceeds from the sale of the shares of Array Common Shares beneficially owned by TDS. To the knowledge of Walter C. D. Carlson, no person other than the persons listed in Appendix D attached hereto are known to have the right to receive or the power to direct the receipt of dividends from, or other proceeds from the sale of, Array Common Shares beneficially owned by the persons listed in Appendix D attached hereto. To the knowledge of Walter C. D. Carlson, no person other than TDS is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Array Common Shares or Array Series A Common Shares beneficially owned by the Voting Trust.
(e)
Not applicable.
Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
 
The information contained in Item 4 above is incorporated herein by reference. The Voting Trust holds TDS Series A Common Shares and TDS Common Shares and was created to facilitate long-standing relationships among the trust's certificate holders. Under the terms of the Voting Trust, the trustees hold and vote TDS Series A Common Shares and TDS Common Shares held in the trust. As of March 31, 2026, the Voting Trust holds and the trustees vote 7,213,594 TDS Series A Common Shares and 6,304,105 TDS Common Shares, representing approximately 95.6% of the outstanding TDS Series A Common Shares, and approximately 5.9% of the outstanding TDS Common Shares, and approximately 56.8% of the combined voting power of all outstanding shares of TDS capital stock with respect to matters other than the election of directors (based on 106,308,092 TDS Common Shares and 7,542,212 TDS Series A Common Shares on March 31, 2026). Therefore, the Voting Trust trustees may direct a majority of the combined voting power of TDS, which has the voting power to elect all directors of the Issuer and approximately 95.9% of the combined voting power of the Issuer with respect to matters other than the election of directors.
Item 7.Material to be Filed as Exhibits.
 
Exhibit 1: Joint Filing Agreement and Signature Exhibit 2: Letter, dated May 7, 2026, from TDS to the Array Board Appendix A Appendix B Appendix C Appendix D

    SIGNATURE 
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
Telephone and Data Systems, Inc.
 Signature:See Exhibit 1
 Name/Title:See Exhibit 1
 Date:05/08/2026
 
The Trustees of Amendment and Restatement (dated as of April 22, 2005) of Voting Trust under Agreement dated as of June 30,1989
 Signature:See Exhibit 1
 Name/Title:See Exhibit 1
 Date:05/08/2026

Exhibit 1

JOINT FILING AGREEMENT

The undersigned hereby agree and consent, pursuant to Rule 13d-1(k), to the joint filing of all Schedules 13D and/or Schedules 13G (including any amendments thereto) on behalf of such parties with respect to the Issuer.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

TELEPHONE AND DATA SYSTEMS, INC.
Signature:/s/ Walter C. D. Carlson
Name/Title:Walter C. D. Carlson, President and Chief Executive Officer
Date:05/08/2026
TRUSTEES OF AMENDMENT AND RESTATEMENT (DATED AS OF APRIL 22, 2005) OF VOTING TRUST UNDER AGREEMENT DATED AS OF JUNE 30, 1989
Signature:/s/ Walter C. D. Carlson
Name/Title:Walter C. D. Carlson, Trustee
Date:05/08/2026
Signature:/s/ Letitia G. Carlson, M.D.
Name/Title:Letitia G. Carlson, M.D., Trustee
Date:05/08/2026
Signature:/s/ Prudence E. Carlson
Name/Title:Prudence E. Carlson, Trustee
Date:05/08/2026


APPENDIX A

DIRECTORS OF TDS

(I)(a)Name:
Walter C. D. Carlson
(b)Business Address:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c)Present Principal Occupation or Employment:
President and Chief Executive Officer of Telephone and Data Systems, Inc.
(f)Citizenship:
United States
(II)(a)Name:
LeRoy T. Carlson, Jr.
(b)Business Address:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c)Present Principal Occupation or Employment:
Vice Chair of Telephone and Data Systems, Inc.
(f)Citizenship:
United States
(III)(a)Name:
Kenneth S. Dixon
(b)Business Address:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c)Present Principal Occupation or Employment:
President and Chief Executive Officer of TDS Telecommunications LLC, a wholly-owned subsidiary of Telephone and Data Systems, Inc.
(f)Citizenship:
United States
(IV)(a)Name:
Letitia G. Carlson, M.D.
(b)Business Address:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c)Present Principal Occupation or Employment:
Physician and Clinical Professor at George Washington University Medical Faculty Associates
(f)Citizenship:
United States
(V)(a)Name:
Prudence E. Carlson
(b)Business Address:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602


(c)Present Principal Occupation or Employment:
Private Investor
(f)Citizenship:
United States
(VI)(a)Name:
Kimberly D. Dixon
(b)Business Address:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c)Present Principal Occupation or Employment:
Private Investor
(f)Citizenship:
United States
(VII)(a)Name:
George W. Off
(b)Business Address:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c)Present Principal Occupation or Employment:
Private Investor
(f)Citizenship:
United States
(VIII)(a)Name:
Christopher D. O’Leary
(b)Business Address:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c)Present Principal Occupation or Employment:
Private Investor
(f)Citizenship:
United States
(IX)(a)Name:
Wade Oosterman
(b)Business Address:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c)Present Principal Occupation or Employment:
Private Investor
(f)Citizenship:
Canadian
(X)(a)Name:
Vicki L. Villacrez


(b)Business Address:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c)Present Principal Occupation or Employment:
Executive Vice President and Chief Financial Officer of Telephone and Data Systems, Inc. and Executive Vice President, Chief Financial Officer and Treasurer of Array Digital Infrastructure, Inc.
(f)Citizenship:
United States
(XI)(a)Name:
Dirk S. Woessner
(b)Business Address:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c)Present Principal Occupation or Employment:
Senior Vice President at Warburg Pincus Deutschland GmbH
(f)Citizenship:
German
(XII)(a)Name:
Napoleon B. Rutledge, Jr.
(b)Business Address:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c)Present Principal Occupation or Employment:
Senior Vice President and Chief Accounting Officer, McKesson Corporation
(f)Citizenship:
United States


APPENDIX B

EXECUTIVE OFFICERS OF TDS

(I)(a)Name:
Walter C. D. Carlson
(b)Business Address:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c)Present Principal Occupation or Employment:
President and Chief Executive Officer of Telephone and Data Systems, Inc.
(f)Citizenship:
United States
(II)(a)Name:
LeRoy T. Carlson, Jr.
(b)Business Address:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c)Present Principal Occupation or Employment:
Vice Chair of Telephone and Data Systems, Inc.
(f)Citizenship:
United States
(III)(a)Name:
Kenneth S. Dixon
(b)Business Address:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c)Present Principal Occupation or Employment:
President and Chief Executive Officer of TDS Telecommunications LLC, a wholly-owned subsidiary of Telephone and Data Systems, Inc.
(f)Citizenship:
United States
(IV)(a)Name:
Joseph R. Hanley
(b)Business Address:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c)Present Principal Occupation or Employment:
Senior Vice President - Strategy and Corporate Development of Telephone and Data Systems, Inc.
(f)Citizenship:
United States
(V)(a)Name:
Anthony J. M. Carlson


(b)Business Address:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c)Present Principal Occupation or Employment:
President and Chief Executive Officer of Array Digital Infrastructure, Inc.
(f)Citizenship:
United States
(VI)(a)Name:
Vicki L. Villacrez
(b)Business Address:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c)Present Principal Occupation or Employment:
Executive Vice President and Chief Financial Officer of Telephone and Data Systems, Inc. and Executive Vice President, Chief Financial Officer and Treasurer of Array Digital Infrastructure, Inc.
(f)Citizenship:
United States


APPENDIX C

TRUSTEES OF THE VOTING TRUST

(I)(a)Name:
Walter C. D. Carlson
(b)Business Address:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c)Present Principal Occupation or Employment:
President and Chief Executive Officer of Telephone and Data Systems, Inc.
(f)Citizenship:
United States
(II)(a)Name:
Letitia G. Carlson, M.D.
(b)Business Address:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c)Present Principal Occupation or Employment:
Physician and Clinical Professor at George Washington University Medical Faculty Associates
(f)Citizenship:
United States
(III)(a)Name:
Prudence E. Carlson
(b)Business Address:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c)Present Principal Occupation or Employment:
Private Investor
(f)Citizenship:
United States
(IV)(a)Name:
Anthony J. M. Carlson
(b)Business Address:
Telephone and Data Systems, Inc.
30 North LaSalle Street
Suite 4000
Chicago, Illinois 60602
(c)Present Principal Occupation or Employment:
President and Chief Executive Officer at Array Digital Infrastructure, Inc.
(f)Citizenship:
United States


APPENDIX D

NameNumber of Common Shares Beneficially Owned as of Latest Practicable DatePercentage of the Issuer’s Common Shares
Kenneth S. Dixon-0-—
Anthony J. M. Carlson17,830—
LeRoy T. Carlson, Jr.-0-—
Letitia G. Carlson, M.D.-0-—
Prudence E. Carlson-0-—
Walter C. D. Carlson44,628*
Kimberly D. Dixon-0-—
Joseph R. Hanley-0-—
George W. Off-0-—
Christopher D. O’Leary-0-—
Wade Oosterman-0-—
Vicki L. Villacrez-0-—
Dirk S. Woessner-0-—
Napoleon B. Rutledge, Jr-0-—
TOTAL62,458*
*Less than 1%

Exhibit 2

image.jpg
May 7, 2026

Board of Directors
Array Digital Infrastructure, Inc. (“Array”)
500 W Madison St
Suite 810
Chicago, IL 60661

Dear Member of the Array Board of Directors:

This letter outlines our proposal (this “Offer”) to acquire all of the outstanding shares of Array not beneficially owned by Telephone and Data Systems, Inc. (“TDS”). We believe this transaction will permit TDS and Array stockholders to realize the potential of our fully combined businesses.

We are proposing to acquire all of the outstanding Common Shares of Array that TDS does not currently own by way of a merger in which each Array Common Share not owned by TDS would be exchanged for 0.86 of a TDS Common Share (the “Exchange Ratio”).

The Exchange Ratio assumes that the previously-announced spectrum license sales identified on Schedule A to this letter will have closed prior to the closing of the transaction contemplated by this Offer (the “Closing”). The Exchange Ratio further assumes that the Array Board, consistent with its treatment of net proceeds from prior spectrum sales, will have declared and paid a dividend of $10.40 per share (approximately $900 million in aggregate) to Array stockholders prior to the Closing.

The Exchange Ratio reflects an at-market offer based, subject to the assumption described in the preceding paragraph, on today’s closing prices of Array and TDS Common Shares.

We expect that you will form a special committee of the Array Board of Directors, consisting solely of disinterested directors, to evaluate and recommend acceptance or rejection of this Offer. Our entry into any definitive agreement to effect this Offer would require that the special committee has recommended for approval the definitive agreement in accordance with Section 144(c) of the Delaware General Corporation Law. In addition, any definitive agreement would have as a condition that the disinterested stockholders of Array have approved the transaction by a majority of the votes cast by the disinterested stockholders, also in accordance with Section 144(c).

Currently, TDS owns approximately 81.9% of the outstanding capital stock of and 95.9% of the voting interests in Array. In considering this proposal, it should be noted that TDS is interested only in acquiring the outstanding Common Shares of Array that TDS does not currently own. TDS will not entertain any third-party offers for Array or its assets in lieu of this Offer. However, TDS continues to support Array’s previously-disclosed intention to opportunistically monetize Array’s remaining wireless spectrum.

This Offer conveys a number of benefits to Array’s stockholders. Principally, it allows them to retain a significant economic interest in Array, while gaining exposure to our growing TDS Telecom fiber broadband business. It is expected to eliminate duplicative corporate costs, streamline corporate governance, increase share liquidity, and strengthen our capital structure, providing greater flexibility to pursue strategic investments across all our businesses, including towers and fiber. TDS and Array will be more efficient, nimbler, and better able to compete as a result.

We expect this transaction will be tax-free to Array’s stockholders.

This Offer is non-binding, does not constitute a formal agreement, and remains subject to execution of definitive documentation as approved by our respective Boards of Directors and the special committee of the Array Board of Directors. In addition to approval of the disinterested stockholders of Array as described above, the transaction would also be subject to the approval of TDS stockholders at a special meeting called for the purpose of holding such a vote. Any definitive agreement would also include customary conditions to closing.

Note that TDS is legally required to disclose this Offer due to our current ownership in Array.

We have retained Wells Fargo and Sidley Austin LLP as our financial and legal advisers, respectively.

We look forward to engaging in discussions and negotiations with the Array special committee. Please do not hesitate to contact me with any questions or to further discuss our proposal.

Very best regards,

/s/ Walter Carlson
Walter Carlson
President and Chief Executive Officer
TDS, Inc.


SCHEDULE A

Summary of Previously-Announced Spectrum License Sales

SpectrumBuyerPurchase Price*Signing Date
AWS, Cellular, PCSVerizon$1,000M10/17/2024
700MHzT-Mobile$85M8/29/2025
600MHz (Put/Call - Exercised)T-Mobile$86M10/7/2025
AWST-Mobile$6M10/16/2025
Total$1,177M

*Purchase prices shown on this Schedule A are contractual purchase prices and do not take into account contingent fees and estimated taxes expected to be owed by Array of approximately $277 million.