Array Digital Infrastructure Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 22, 2026
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
This Current Report on Form 8-K is being filed by Array Digital Infrastructure, Inc. (Array) to describe and file as an Exhibit the Array 2026 Annual Incentive Plan (the 2026 Plan) with respect to "named executive officers" of Array as specified in paragraph (e) of Item 5.02 of Form 8-K.
As of March 22, 2026, the 2026 Plan was approved both by Array’s Chair and Array's President and CEO. The 2026 Plan covers all Array associates, including the President and CEO. The Array Chair does not participate in the 2026 Plan.
The purpose of the 2026 Plan is to motivate and reward associates for performance that drives achievement of Array's business goals.
The Plan has the following two performance components for officers:
| Plan Component | Component Weighting | ||||
| Company Performance | 80% | ||||
| Individual Performance | 20% | ||||
The Plan company performance is measured by performance against the following financial metrics with the following weightings:
| Company Performance Metric | Metric Weighting | ||||
| Adjusted Revenue | 40% | ||||
| Adjusted OIBDA | 40% | ||||
| New Cash Site Rental Revenue | 20% | ||||
Under the provisions of the 2026 Plan, no bonus is due unless an officer remains employed through the bonus payout date except that an officer who separates due to retirement or death is eligible for a pro-rated bonus. The President and CEO and/or Chair of Array, as appropriate, may approve a bonus, or a pro-rated bonus, for an officer who is not employed through the bonus payout date.
The foregoing description is qualified by reference to the 2026 Plan which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description of Exhibits | |||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||
| SIGNATURES | |||||||||||
| Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. | |||||||||||
| ARRAY DIGITAL INFRASTRUCTURE, INC. | |||||||||||
| Date: | March 24, 2026 | By: | /s/ Vicki L. Villacrez | ||||||||
| Vicki L. Villacrez | |||||||||||
| Executive Vice President, Chief Financial Officer and Treasurer | |||||||||||