FULLTEXT DEL 2 AV 3
10-K – 2026-02-27 – sbac-20251231x10k.htm
Capital Allocation Strategy
Our capital allocation strategy is aimed at increasing shareholder value through investment in quality assets that meet our return criteria, stock repurchases, and by returning cash generated by our operations in the form of cash dividends. In addition, in a high interest rate environment and when we believe interest rates may stay higher for longer, we believe that debt repayments, especially of our variable rate debt, may be an accretive use of our excess capital. Key elements of our capital allocation strategy include:
Portfolio Growth. We intend to continue to grow our asset portfolio, domestically and internationally, primarily through tower acquisitions to the extent that opportunities meet our internal return on invested capital criteria and through the construction of new towers.
Stock Repurchase Program. We currently utilize stock repurchases as part of our capital allocation policy. We believe that share repurchases, when purchased at the right price, will facilitate our goal of increasing our Adjusted Funds From Operations per share.
Dividend. Cash dividends are an additional component of our strategy of returning value to shareholders. We do not expect our dividend to require any changes in our leverage and believe that, due to our low dividend payout ratio, we can continue to focus on building and buying quality assets and opportunistically buying back our stock. While the timing and amount of future dividends will be subject to approval by our Board of Directors, we believe that our future cash flow generation will permit us to grow our cash dividend in the future .
Critical Accounting Policies and Estimates
We have identified the policies and significant estimation processes below as critical to our business operations and the understanding of our results of operations. The listing is not intended to be a comprehensive list. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management’s judgment in their application. In other cases, management is required to exercise judgment in the application of accounting principles with respect to particular transactions. The impact and any associated risks related to these policies on our business operations is discussed throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations” where such policies affect reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see Note 2 of our Consolidated Financial Statements for the year ended December 31, 2025. Our preparation of our financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting periods. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. There can be no assurance that actual results will not differ from those estimates and such differences could be significant.
Revenue Recognition and Accounts Receivable
Site leasing revenues
Revenue from site leasing is recognized on a straight-line basis over the non-cancelable term of the related lease agreements, which are generally five years to fifteen years. Receivables recorded related to the straight-lining of site leases are reflected in other assets on the Consolidated Balance Sheets. Rental amounts received in advance are recorded as deferred revenue on the Consolidated Balance Sheets. Revenue from site leasing represents 91% of our total revenue for the year ended December 31, 2025.
Site development revenues
Site development projects in which we perform consulting services include contracts on a fixed price basis that are billed at contractual rates. Revenue is recognized over time based on milestones achieved, which are determined based on costs incurred. Amounts billed in advance (collected or uncollected) are recorded as deferred revenue on our Consolidated Balance Sheets.
Revenue from construction projects is recognized over time, determined by the percentage of cost incurred to date compared to management’s estimated total cost for each contract. This method is used because management considers total cost to be the best available measure of progress on the contracts. These amounts are based on estimates, and the uncertainty inherent in the estimates initially is reduced as work on the contracts nears completion. Refer to Note 5 in our Consolidated Financial Statements included in
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this annual report for further detail of costs and estimated earnings in excess of billings on uncompleted contracts. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined to be probable.
The site development segment represents approximately 9% of our total revenues for the year ended December 31, 2025. We account for site development revenue in accordance with ASC 606, Revenue from Contracts with Customers . Payment terms do not result in any significant financing arrangements. Furthermore, these contracts do not typically include variable consideration; therefore, the transaction price that is recognized over time is generally the amount of the total contract.
Accounts receivable
The accounts receivable balance for the years ended December 31, 2025 and 2024 was $171.3 million and $145.7 million, respectively, of which $48.3 million and $26.4 million related to the site development segment, respectively. We perform periodic credit evaluations of our customers. In addition, we monitor collections and payments from our customers and maintain a provision for estimated credit losses based upon historical experience, specific customer collection issues identified, and past due balances as determined based on contractual terms. Interest is charged on outstanding receivables from customers on a case-by-case basis in accordance with the terms of the respective contracts or agreements with those customers. Amounts determined to be uncollectible are written off against the allowance for doubtful accounts in the period in which uncollectibility is determined to be probable. Refer to Note 15 in our Consolidated Financial Statements included in this annual report for further detail of the site development segment.
Lease Accounting
ASC 842, Leases , requires all lessees to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments. We have elected not to separate nonlease components from the associated lease component for all underlying classes of assets. In order to calculate our lease liability, we make certain assumptions related to lease term and discount rate. To determine the lease term, we consider all renewal periods that are reasonably certain to be exercised, taking into consideration all economic factors, including the communications site’s estimated economic life and the respective lease terms of our tenants under the existing lease arrangements on such site. For the discount rate, we use the rate implicit in the lease when available to discount lease payments to present value. However, our ground leases and other property interests generally do not provide a readily determinable implicit rate. Therefore, we estimate the incremental borrowing rate to discount lease payments based on the lease term and lease currency. We use publicly available data for instruments with similar characteristics when calculating our incremental borrowing rates. Refer to Note 2 in our Consolidated Financial Statements included in this annual report for further discussion on lease accounting.
Recently Adopted Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , requiring public business entities to provide improved income tax disclosures on an annual basis, primarily through enhanced disclosures related to rate reconciliation and income taxes paid information. We have elected to prospectively adopt the standard, refer to Note 14 in our Consolidated Financial Statements included in this annual report for our Income Tax disclosures.
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , requiring improved expense disclosures, in the notes to the financial statements, of public business entities to provide more detailed information about certain costs and expenses. The standard is effective for annual reporting period beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the effect of this standard on our consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software , modernizing the accounting for costs related to internal-use software. The standard removed the development stage model and requires entities to begin capitalizing software costs when management authorizes and commits to funding the software project and when it is probable that the project will be completed and the software will be used for its intended purposes. The standard is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. We
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have elected to adopt the standard as of January 1, 2026. We do not expect that the adoption will have a material impact on our consolidated financial statements and related disclosures.
RESULTS OF OPERATIONS
This report presents our financial results and other financial metrics on a GAAP basis and, with respect to our international and consolidated results, after eliminating the impact of changes in foreign currency exchange rates. We believe that providing these financial results and metrics on a constant currency basis, which are non-GAAP measures, gives management and investors the ability to evaluate the performance of our business without the impact of foreign currency exchange rate fluctuations. We eliminate the impact of changes in foreign currency exchange rates by dividing the current period’s financial results by the average monthly exchange rates of the prior year period, as well as by eliminating the impact of realized and unrealized gains and losses on our intercompany loans.
Year Ended 2025 Compared to Year Ended 2024
Revenues and Segment Operating Profit:
For the year ended
Constant
December 31,
Foreign
Constant
Currency
2025
2024
Currency Impact
Currency Change
% Change
Revenues
(in thousands)
Domestic site leasing
$
1,865,602
$
1,861,424
$
—
$
4,178
0.2%
International site leasing
705,039
665,341
(11,517)
51,215
7.7%
Site development
244,498
152,869
—
91,629
59.9%
Total
$
2,815,139
$
2,679,634
$
(11,517)
$
147,022
5.5%
Cost of Revenues
Domestic site leasing
$
279,205
$
269,168
$
—
$
10,037
3.7%
International site leasing
212,795
193,829
(2,843)
21,809
11.3%
Site development
198,972
118,730
—
80,242
67.6%
Total
$
690,972
$
581,727
$
(2,843)
$
112,088
19.3%
Operating Profit
Domestic site leasing
$
1,586,397
$
1,592,256
$
—
$
(5,859)
(0.4%)
International site leasing
492,244
471,512
(8,674)
29,406
6.2%
Site development
45,526
34,139
—
11,387
33.4%
Revenues
Domestic site leasing revenues increased $4.2 million for the year ended December 31, 2025, as compared to the prior year, primarily due to (1) organic site leasing growth from new leases, amendments, and contractual rent escalators and (2) revenues from 66 towers acquired and 54 towers built since January 1, 2024 , partially offset by Sprint and other lease non-renewals and a decrease in non-cash straight line revenue.
International site leasing revenues increased $39.7 million for the year ended December 31, 2025, as compared to the prior year. On a constant currency basis, international site leasing revenues increased $51.2 million. These changes were primarily due to (1) revenues from 7,266 towers acquired (including 7,110 towers related to the Millicom transaction) and 904 towers built since January 1, 2024, (2) organic site leasing growth from new leases, amendments, and contractual escalators, and (3) increases in reimbursable pass-through expenses and non-cash straight line revenue, partially offset by lease non-renewals, tower divestitures and a decrease in lease early termination fees. Site leasing revenue in Brazil represented 13.6% of total site leasing revenue for the period. No other individual international market represented more than 5% of our total site leasing revenue.
Site development revenues increased $91.6 million for the year ended December 31, 2025, as compared to the prior year, as a result of increased carrier activity.
Operating Profit
Domestic site leasing segment operating profit decreased $5.9 million for the year ended December 31, 2025, as compared to the prior year, primarily due to Sprint and other lease non-renewals.
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International site leasing segment operating profit increased $20.7 million for the year ended December 31, 2025, as compared to the prior year. On a constant currency basis, international site leasing segment operating profit increased $29.4 million. These changes were primarily due to higher international site leasing revenues as noted above and the positive impact of our ground lease purchase program, partially offset by the incremental costs associated with towers acquired and built since January 1, 2024.
Site development segment operating profit increased $11.4 million for the year ended December 31, 2025, as compared to the prior year, as a result of increased carrier activity.
Selling, General, and Administrative Expenses:
For the year ended
Constant
December 31,
Foreign
Constant
Currency
2025
2024
Currency Impact
Currency Change
% Change
(in thousands)
Domestic site leasing
$
129,447
$
132,627
$
—
$
(3,180)
(2.4%)
International site leasing
72,860
64,583
(708)
8,985
13.9%
Total site leasing
$
202,307
$
197,210
$
(708)
$
5,805
2.9%
Site development
12,936
13,983
—
(1,047)
(7.5%)
Other
62,368
47,563
—
14,805
31.1%
Total
$
277,611
$
258,756
$
(708)
$
19,563
7.6%
Selling, general, and administrative expenses increased $18.9 million for the year ended December 31, 2025, as compared to the prior year. On a constant currency basis, selling, general, and administrative expenses increased $19.6 million. These changes were driven primarily by increases in personnel and other support related costs (as a result of our increased presence in certain markets and entrance into Honduras), bad debt reserves, and non-cash compensation, partially offset by lower costs associated with our market divestitures.
Acquisition and New Business Initiatives Related Adjustments and Expenses:
For the year ended
Constant
December 31,
Foreign
Constant
Currency
2025
2024
Currency Impact
Currency Change
% Change
(in thousands)
Domestic site leasing
$
20,371
$
14,954
$
—
$
5,417
36.2%
International site leasing
6,949
10,992
79
(4,122)
(37.5%)
Total
$
27,320
$
25,946
$
79
$
1,295
5.0%
Domestic acquisition and new business initiatives related adjustments and expenses increased $5.4 million for the year ended December 31, 2025, as compared to the prior year. This change was primarily a result of higher new business initiative activity and an increase in our third party acquisition and integration costs as compared to the prior year.
International acquisition and new business initiatives related adjustments and expenses decreased $4.0 million for the year ended December 31, 2025, as compared to the prior year. On a constant currency basis, international acquisition and new business initiatives related adjustments and expenses decreased $4.1 million. These changes were primarily as a result of a decrease in our third party acquisition and integration costs and lower new business initiative activity.
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Asset Impairment and Decommission Costs:
For the year ended
Constant
December 31,
Foreign
Constant
Currency
2025
2024
Currency Impact
Currency Change
% Change
(in thousands)
Domestic site leasing
$
122,422
$
49,777
$
—
$
72,645
145.9%
International site leasing
60,887
57,030
(24,580)
28,437
49.9%
Total site leasing
$
183,309
$
106,807
$
(24,580)
$
101,082
94.6%
Other
856
1,118
—
(262)
(23.4%)
Total
$
184,165
$
107,925
$
(24,580)
$
100,820
93.4%
Asset impairment and decommission costs increased $76.2 million for the year ended December 31, 2025, as compared to the prior year. On a constant currency basis, asset impairment and decommission costs increased $100.8 million. These changes were primarily as a result of an increase in impairment charges resulting from our regular analysis of whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers (primarily related to EchoStar and Oi), partially offset by a decrease in tower and equipment related decommission costs.
Depreciation, Accretion, and Amortization Expenses:
For the year ended
Constant
December 31,
Foreign
Constant
Currency
2025
2024
Currency Impact
Currency Change
% Change
(in thousands)
Domestic site leasing
$
148,140
$
145,041
$
—
$
3,099
2.1%
International site leasing
132,107
113,549
(2,309)
20,867
18.4%
Total site leasing
$
280,247
$
258,590
$
(2,309)
$
23,966
9.3%
Site development
3,909
3,560
—
349
9.8%
Other
8,129
7,367
—
762
10.3%
Total
$
292,285
$
269,517
$
(2,309)
$
25,077
9.3%
Depreciation, accretion, and amortization expense increased $22.8 million for the year ended December 31, 2025, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense increased $25.1 million. These changes were primarily due to the increase in the number of towers we acquired and built since January 1, 2024, partially offset by the impact of assets that became fully depreciated since the prior year period.
Operating Income (Expense):
For the year ended
Constant
December 31,
Foreign
Constant
Currency
2025
2024
Currency Impact
Currency Change
% Change
(in thousands)
Domestic site leasing
$
1,166,017
$
1,249,857
$
—
$
(83,840)
(6.7%)
International site leasing
219,441
225,358
18,844
(24,761)
(11.0%)
Total site leasing
$
1,385,458
$
1,475,215
$
18,844
$
(108,601)
(7.4%)
Site development
28,681
16,596
—
12,085
72.8%
Other
(71,353)
(56,048)
—
(15,305)
27.3%
Total
$
1,342,786
$
1,435,763
$
18,844
$
(111,821)
(7.8%)
Domestic site leasing operating income decreased $83.8 million for the year ended December 31, 2025, as compared to the prior year, primarily due to increases in asset impairment and decommission costs, acquisition and new business initiatives related adjustments and expenses, and depreciation, accretion, and amortization expense and lower segment operating profit, partially offset by a decrease in selling, general, and administrative expenses.
International site leasing operating income decreased $5.9 million for the year ended December 31, 2025, as compared to the prior year. On a constant currency basis, international site leasing operating income decreased $24.8 million. These changes were primarily due to increases in depreciation, accretion, and amortization expense, asset impairment and decommission costs, and selling,
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general, and administrative expenses, partially offset by higher segment operating profit and a decrease in a cquisition and new business initiatives related adjustments and expenses.
Site development operating income increased $12.1 million for the year ended December 31, 2025, as compared to the prior year, primarily due to higher segment operating profit driven by increased carrier activity and a decrease in selling, general, and administrative expenses.
Other operating expense increased $15.3 million for the year ended December 31, 2025, as compared to the prior year, primarily due to an increase in selling, general, and administrative expenses.
Other Income (Expense):
For the year ended
Constant
December 31,
Foreign
Constant
Currency
2025
2024
Currency Impact
Currency Change
% Change
(in thousands)
Interest income
$
31,676
$
41,962
$
(152)
$
(10,134)
(24.2%)
Interest expense
(467,910)
(399,778)
(57)
(68,075)
17.0%
Non-cash interest expense
(8,857)
(27,661)
—
18,804
(68.0%)
Amortization of deferred financing fees
(21,866)
(21,265)
—
(601)
2.8%
Loss from extinguishment of debt, net
—
(5,940)
—
5,940
(100.0%)
Other income (expense), net
366,209
(250,415)
357,111
259,513
(3,187.7%)
Total
$
(100,748)
$
(663,097)
$
356,902
$
205,447
(48.8%)
Interest income decreased $10.3 million for the year ended December 31, 2025, as compared to the prior year. On a constant currency basis, interest income decreased $10.1 million. These changes were primarily due to a lower amount of interest-bearing deposits held as compared to the prior year and a decrease in interest received on a loan to an unconsolidated joint venture as the loan was repaid on March 21, 2025.
Interest expense increased $68.1 million for the year ended December 31, 2025, as compared to the prior year. This change was primarily due to our cash-interest bearing debt accruing interest at a higher weighted-average interest rate as compared to the prior year. The higher weighted-average interest rate experienced during the current year period was due to the higher blended rate of the interest rate swap agreements which replaced the previous swap on March 31, 2025.
Non-cash interest expense decreased $18.8 million for the year ended December 31, 2025, as compared to the prior year. This change was primarily due to lower amortization of accumulated losses related to our interest rate swaps de-designated as cash flow hedges which reached their term end date in 2025.
Loss from extinguishment of debt, net was $5.9 million for the year ended December 31, 2024 which primarily represents the write-off of $3.3 million of unamortized financing fees and $1.2 million of the original issuance discount associated with the repayment of the 2018 Term Loan in January 2024.
Other income (expense), net includes a $208.4 million gain on sale of assets and a $121.5 million gain on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries for the year ended December 31, 2025, while the prior year period included a $236.5 million loss on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries.
Provision for Income Taxes:
For the year ended
Constant
December 31,
Foreign
Constant
Currency
2025
2024
Currency Impact
Currency Change
% Change
(in thousands)
Provision for income taxes
$
(187,582)
$
(23,989)
$
(122,148)
$
(41,445)
39.3%
Provision for income taxes increased $163.6 million for the year ended December 31, 2025, as compared to the prior year. On a constant currency basis, provision for income taxes increased $41.4 million. These changes were primarily due to an increase in current taxes due to the sale of our Canadian towers.
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Net Income:
For the year ended
Constant
December 31,
Foreign
Constant
Currency
2025
2024
Currency Impact
Currency Change
% Change
(in thousands)
Net income
$
1,054,456
$
748,677
$
253,598
$
52,181
5.7%
Net income increased $305.8 million for the year ended December 31, 2025, as compared to the prior year. On a constant currency basis, net income increased $52.2 million. These changes were primarily due to increases in other income (expense), net and site development segment operating income and decreases in non-cash interest expense and loss from extinguishment of debt, partially offset by increases in provision for income taxes, interest expense and other operating expense and decreases in domestic segment operating income, interest income, and international segment operating income.
Year Ended 2024 Compared to Year Ended 2023
For a discussion of our 2024 Results of Operations, including a discussion of our financial results for the fiscal year ended December 31, 2024 compared to the fiscal year ended December 31, 2023, refer to Part I, Item 7 of our annual report on Form 10-K filed with the SEC on February 26, 2025.
NON-GAAP FINANCIAL MEASURES
This report contains information regarding Adjusted EBITDA, a non-GAAP measure. We have provided below a description of Adjusted EBITDA, a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure and an explanation as to why management utilizes this measure. This report also presents our financial results and other financial metrics after eliminating the impact of changes in foreign currency exchange rates. We believe that providing these financial results and metrics on a constant currency basis, which are non-GAAP measures, gives management and investors the ability to evaluate the performance of our business without the impact of foreign currency exchange rate fluctuations. We eliminate the impact of changes in foreign currency exchange rates by dividing the current period’s financial results by the average monthly exchange rates of the prior year period, as well as by eliminating the impact of the remeasurement of our intercompany loans.
Adjusted EBITDA
We define Adjusted EBITDA as net income excluding the impact of non-cash straight-line leasing revenue, non-cash straight-line ground lease expense, non-cash compensation, net loss from extinguishment of debt, other income and expenses, acquisition and new business initiatives related adjustments and expenses, asset impairment and decommission costs, interest income, interest expenses, depreciation, accretion, and amortization, and income taxes.
Management uses Adjusted EBITDA in evaluating, and believes that it is useful to investors in evaluating, the profitability of our operations and to evaluate our performance 1) from period to period and (2) compared to our competitors, by removing the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our financial results. In addition, Adjusted EBITDA is a widely used performance measure across the telecommunications real estate sector and management believes that it allows investors to evaluate our comparative performance without regard to items such as depreciation, amortization, and accretion, which can vary across different companies depending upon accounting methods and the book value of assets. Management also believes Adjusted EBITDA is frequently used by investors or other interested parties in the evaluation of REITs. In addition, Adjusted EBITDA is similar to the measure of current financial performance generally used by our lenders to determine compliance with certain covenants under our Senior Credit Agreement and the indentures relating to the 2020 Senior Notes and 2021 Senior Notes. Adjusted EBITDA should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance.
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For the year ended
Constant
December 31,
Foreign
Constant
Currency
2025
2024
Currency Impact
Currency Change
% Change
(in thousands)
Net income
$
1,054,456
$
748,677
$
253,598
$
52,181
5.7%
Non-cash straight-line leasing revenue
(6,436)
(10,851)
(235)
4,650
(42.9%)
Non-cash straight-line ground lease expense
(4,624)
(7,668)
23
3,021
(39.4%)
Non-cash compensation
75,734
74,374
53
1,307
1.8%
Loss from extinguishment of debt, net
—
5,940
—
(5,940)
(100.0%)
Other (income) expense, net
(366,209)
250,415
(357,111)
(259,513)
3,187.7%
Acquisition and new business initiatives
related adjustments and expenses
27,320
25,946
79
1,295
5.0%
Asset impairment and decommission costs
184,165
107,925
(24,580)
100,820
93.4%
Interest income
(31,676)
(41,962)
152
10,134
(24.2%)
Interest expense (1)
498,633
448,704
57
49,872
11.1%
Depreciation, accretion, and amortization
292,285
269,517
(2,309)
25,077
9.3%
Provision for income taxes (2)
188,456
23,328
122,172
42,956
41.0%
Adjusted EBITDA
$
1,912,104
$
1,894,345
$
(8,101)
$
25,860
1.4%
(1) Total interest expense includes interest expense, non-cash interest expense, and amortization of deferred financing fees.
(2) Includes franchise and gross receipts taxes reflected in selling, general, and administrative expenses on the Consolidated Statements of Operations.
Adjusted EBITDA increased $17.8 million for the year ended December 31, 2025, as compared to the prior year. On a constant currency basis, Adjusted EBITDA increased $25.9 million. These changes were primarily due to increases in international site leasing segment operating profit and site development segment operating profit, partially offset by an increase in cash selling, general, and administrative expenses and a decrease in domestic site leasing segment operating profit.
LIQUIDITY AND CAPITAL RESOURCES
SBAC is a holding company with no business operations of its own. SBAC’s only significant asset is 100% of the outstanding capital stock of SBA Telecommunications, LLC (“Telecommunications”), which is also a holding company that owns equity interests in entities that directly or indirectly own all of our domestic and international towers and assets. We conduct all of our business operations through Telecommunications’ subsidiaries. Accordingly, our only source of cash to pay our obligations, other than financings, is distributions with respect to our ownership interest in our subsidiaries from the net earnings and cash flow generated by these subsidiaries.
Our capital allocation policy, which is built upon predictable strong cash flows, continues to prioritize opportunistically investment in quality assets, through acquisitions to the extent there are opportunities that meet our return criteria and through the construction of new towers, then stock repurchases, and then cash dividend growth over time. In addition, in a high interest rate environment and when we believe interest rates may stay higher for longer, we believe that debt repayments, especially of our variable rate debt, may be an accretive use of our excess capital.
A summary of our cash flows is as follows:
For the year ended December 31,
2025
2024
(in thousands)
Cash provided by operating activities
$
1,291,328
$
1,334,866
Cash used in investing activities
(601,829)
(809,310)
Cash (used in) provided by financing activities
(1,663,575)
645,742
Change in cash, cash equivalents, and restricted cash
(974,076)
1,171,298
Effect of exchange rate changes on cash, cash equiv., and restricted cash
10,440
(21,587)
Cash, cash equivalents, and restricted cash, beginning of year
1,400,657
250,946
Cash, cash equivalents, and restricted cash, end of year
$
437,021
$
1,400,657
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Operating Activities
Cash provided by operating activities was $1,291.3 million for the year ended December 31, 2025 as compared to $1,334.9 million for the year ended December 31, 2024. The decrease was primarily due to increases in net interest expense and cash selling, general, and administrative expenses, as well as increases in cash outflows associated with working capital changes related to the timing of customer payments and a decrease in domestic site leasing segment operating profit. The decrease was partially offset by (1) increases in international site leasing segment operating profit and site development segment operating profit and (2) decreases in tower and equipment decommission costs .
Investing Activities
A detail of our investing activities is as follows:
For the year ended December 31,
2025
2024
(in thousands)
Acquisitions of towers and related assets
$
(1,009,935)
$
(243,635)
Land buyouts and other assets (1)
(48,893)
(56,176)
Construction and related costs
(108,973)
(119,853)
Augmentation and tower upgrades
(57,679)
(53,554)
Tower maintenance
(53,547)
(49,210)
General corporate
(4,620)
(5,532)
Purchase of investments
(1,166,312)
(1,800,683)
Proceeds from sale of investments
1,404,262
1,536,750
Repayment (funding) of loan to unconsolidated joint venture
115,000
(11,100)
Proceeds from sale of assets
330,650
333
Other investing activities
(1,782)
(6,650)
Net cash used in investing activities
$
(601,829)
$
(809,310)
(1) Excludes $12.2 million and $24.9 million spent to extend ground lease terms for the years ended December 31, 2025 and 2024, respectively. We recorded these amounts in prepaid expenses and other assets within the changes in operating assets and liabilities, net of acquisitions section of our Consolidated Statements of Cash Flows.
Subsequent to year end, we closed on an acquisition for the rights to land underneath approximately 3,900 communication sites in Guatemala for $109.0 million. As of the date of this filing, we purchased or are under contract to purchase 48 communication sites for an aggregate consideration of $45.0 million in cash. We anticipate that these acquisitions will be closed by the end of the second quarter of 2026.
For 2026, we expect to incur non-discretionary cash capital expenditures associated with tower maintenance and general corporate expenditures of $67.0 million to $77.0 million and discretionary cash capital expenditures, based on current or potential acquisition obligations, planned new tower construction, forecasted tower augmentations, and forecasted ground lease purchases, of $430.0 million to $450.0 million. We expect to fund these cash capital expenditures from cash on hand, cash flow from operations, and borrowings under the Revolving Credit Facility or new financings. The exact amount of our future cash capital expenditures will depend on a number of factors, including amounts necessary to support our tower portfolio, our new tower build and acquisition programs, and our ground lease purchase program.
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Financing Activities
A detail of our financing activities is as follows:
For the year ended December 31,
2025
2024
(in thousands)
Net repayments under Revolving Credit Facility (1)
$
475,000
$
(180,000)
Proceeds from issuance of Term Loans, net of fees (1)
—
2,280,565
Repayment of Term Loans (1)
(23,000)
(2,292,244)
Proceeds from issuance of Tower Securities, net of fees (1)
—
2,052,136
Repayment of Tower Securities (1)
(1,165,000)
(620,269)
Repurchase and retirement of common stock (2)
(497,805)
(200,019)
Payment of dividends on common stock
(479,012)
(424,191)
Proceeds from employee stock purchase/stock option plans, net of taxes
30,047
17,185
Other financing activities
(3,805)
12,579
Net cash (used in) provided by financing activities
$
(1,663,575)
$
645,742
(1) For additional information regarding our debt instruments and financings, refer to “Debt Instruments and Debt Service Requirements” below.
(2) During the year ended December 31, 2025, we purchased 2.5 million shares of our Class A common stock for $497.8 million at an average price per share of $200.73. Amounts reflected in the table are based on the settlement date. Subsequent to December 31, 2025, we purchased 12 thousand shares of our Class A common stock for $2.2 million at an average price per share of $188.66.
For a discussion of our Liquidity and Capital Resources for the fiscal year ended December 31, 2024 compared to the fiscal year ended December 31, 2023, refer to Part I, Item 7 of our annual report on Form 10-K filed with the SEC on February 26, 2025.
Dividends
For the year ended December 31, 2025, we paid the following cash dividends:
Payable to Shareholders
of Record at the Close
Cash Paid
Aggregate Amount
Date Declared
of Business on
Per Share
Paid
Date Paid
February 23, 2025
March 13, 2025
$1.11
$122.3 million (1)
March 27, 2025
April 27, 2025
May 22, 2025
$1.11
$119.4 million
June 17, 2025
August 3, 2025
August 21, 2025
$1.11
$119.1 million
September 18, 2025
November 2, 2025
November 13, 2025
$1.11
$118.2 million
December 11, 2025
(1) Amount reflected includes the payment of $2.4 million in dividend equivalents.
Dividends paid in 2025 and 2024 were ordinary taxable dividends.
Subsequent to December 31, 2025, we declared the following cash dividends:
Payable to Shareholders
Cash to
of Record at the Close
be Paid
Date Declared
of Business on
Per Share
Date to be Paid
February 25, 2026
March 13, 2026
$1.25
March 27, 2026
The amount of future distributions will be determined, from time to time, by our Board of Directors to balance our goal of increasing long-term shareholder value and retaining sufficient cash to implement our current capital allocation policy. The actual amount, timing, and frequency of future dividends will be at the sole discretion of our Board of Directors and will be declared based upon various factors, many of which are beyond our control.
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Registration Statements
We have on file with the Commission a shelf registration statement on Form S-4 registering shares of Class A common stock that we may issue in connection with the acquisition of wireless communication towers or antenna sites and related assets or companies who own wireless communication towers, antenna sites, or related assets. During the year ended December 31, 2025, we did not issue any shares of Class A common stock under this registration statement. As of December 31, 2025, we had approximately 1.2 million shares of Class A common stock remaining under this registration statement.
We have on file with the Commission an automatic shelf registration statement for well-known seasoned issuers on Form S-3ASR, which enables us to issue shares of our Class A common stock, preferred stock, debt securities, warrants, or depositary shares as well as units that include any of these securities. We will file a prospectus supplement containing the amount and type of securities each time we issue securities under our automatic shelf registration statement on Form S-3ASR. During the year ended December 31, 2025, we did not issue any securities under our automatic shelf registration statement.
Debt Instruments and Debt Service Requirements
Terms of the Senior Credit Agreement
The Senior Credit Agreement requires SBA Senior Finance II to maintain specific financial ratios, including (1) a ratio of Consolidated Net Debt to Annualized Borrower EBITDA not to exceed 6.5 times for any fiscal quarter, (2) a ratio of Consolidated Net Debt (calculated in accordance with the Senior Credit Agreement) to Annualized Borrower EBITDA for the most recently ended fiscal quarter not to exceed 6.5 times for 30 consecutive days, and (3) a ratio of Annualized Borrower EBITDA to Annualized Cash Interest Expense (calculated in accordance with the Senior Credit Agreement) of not less than 2.0 times for any fiscal quarter. The Senior Credit Agreement contains customary affirmative and negative covenants that, among other things, limit the ability of SBA Senior Finance II and its subsidiaries to incur indebtedness, grant certain liens, make certain investments, enter into sale leaseback transactions, merge or consolidate, make certain restricted payments, enter into transactions with affiliates, and engage in certain asset dispositions, including a sale of all or substantially all of their property. The Senior Credit Agreement is also subject to customary events of default. Pursuant to the Second Amended and Restated Guarantee and Collateral Agreement, amounts borrowed under the Revolving Credit Facility, the Term Loans and certain hedging transactions that may be entered into by SBA Senior Finance II or the Subsidiary Guarantors (as defined in the Senior Credit Agreement) with lenders or their affiliates are secured by a first lien on the membership interests of SBA Telecommunications, LLC, SBA Senior Finance, LLC and SBA Senior Finance II and on substantially all of the assets (other than leasehold, easement and fee interests in real property) of SBA Senior Finance II and the Subsidiary Guarantors.
The Senior Credit Agreement permits SBA Senior Finance II, without the consent of the other lenders, to request that one or more lenders provide SBA Senior Finance II with increases in the Revolving Credit Facility or additional term loans provided that after giving effect to the proposed increase in Revolving Credit Facility commitments or incremental term loans the ratio of Consolidated Net Debt to Annualized Borrower EBITDA would not exceed 6.5 times. SBA Senior Finance II’s ability to request such increases in the Revolving Credit Facility or additional term loans is subject to its compliance with customary conditions set forth in the Senior Credit Agreement including compliance, on a pro forma basis, with the financial covenants and ratios set forth therein and, with respect to any additional term loan, an increase in the margin on existing term loans to the extent required by the terms of the Senior Credit Agreement. Upon SBA Senior Finance II’s request, each lender may decide, in its sole discretion, whether to increase all or a portion of its Revolving Credit Facility commitment or whether to provide SBA Senior Finance II with additional term loans and, if so, upon what terms. As of December 31, 2025, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.
Revolving Credit Facility under the Senior Credit Agreement
The Revolving Credit Facility consists of a revolving loan under which up to $2.0 billion aggregate principal amount may be borrowed, repaid, and redrawn, based upon specific financial ratios and subject to the satisfaction of other customary conditions to borrowing through the maturity date of January 25, 2029. Amounts borrowed under the Revolving Credit Facility accrue interest, at SBA Senior Finance II’s election, at either (1) the Eurodollar Rate or Term SOFR Rate plus a margin that ranges from 112.5 basis points to 150.0 basis points or (2) the Base Rate plus a margin that ranges from 12.5 basis points to 50.0 basis points, in each case based on the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated in accordance with the Senior Credit Agreement. In addition, SBA Senior Finance II is required to pay a commitment fee of between 0.15% and 0.25% per annum on the amount of unused commitment. Furthermore, the Revolving Credit Facility incorporates sustainability-linked targets which will adjust the Revolving Credit Facility’s applicable interest and commitment fee rates upward or downward based on how we perform against those targets. Borrowings under the Revolving Credit Facility may be used for general corporate purposes. SBA Senior Finance II
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may, from time to time, borrow from and repay the Revolving Credit Facility. Consequently, the amount outstanding under the Revolving Credit Facility at the end of the period may not be reflective of the total amounts outstanding during such period.
The key terms of the Revolving Credit Facility are as follows:
Unused
Interest Rate
Commitment
as of
Fee as of
December 31, 2025 (1)
December 31, 2025 (2)
Revolving Credit Facility
4.815%
0.140%
(1) The rate reflected includes a 0.050% reduction in the applicable spread as a result of meeting certain sustainability-linked targets as of December 31, 2024.
(2) The rate reflected includes a 0.010% reduction in the applicable commitment fee as a result of meeting certain sustainability-linked targets as of December 31, 2024.
The table below summarizes our Revolving Credit Facility activity during the years ended December 31, 2025 and 2024:
For the year
ended December 31,
2025
2024
(in thousands)
Beginning outstanding balance
$
—
$
180,000
Borrowings
695,000
370,000
Repayments
(220,000)
(550,000)
Ending outstanding balance
$
475,000
$
—
Subsequent to December 31, 2025, we borrowed $775.0 million and repaid $45.0 million under the Revolving Credit Facility, and as of the date of this filing, $1.205 billion was outstanding.
Term Loan under the Senior Credit Agreement
2024 Term Loan
On January 25, 2024, we, through our wholly owned subsidiary, SBA Senior Finance II, issued a term loan (the “2024 Term Loan”) under the amended and restated Senior Credit Agreement. The 2024 Term Loan consists of a senior secured term loan with an initial aggregate principal amount of $2.3 billion that matures on January 25, 2031. The 2024 Term Loan (as amended on October 2, 2024) accrues interest, at SBA Senior Finance II’s election, at either the Base Rate (with a zero Base Rate floor) plus 75 basis points or at Term SOFR (with a floor of 0%) plus 175 basis points. The 2024 Term Loan was issued at 99.75% of par value. The 2024 Term Loan has a blended rate of 5.200%, which includes the impact of the current interest rate swap. Excluding the impact of the interest rate swap, the 2024 Term Loan was accruing interest at 5.470% as of December 31, 2025.
Principal payments on the 2024 Term Loan are made in quarterly installments o n the last day of each March, June, September, and December in an amount equal to $5.75 million. We incurred financing fees of approximately $19.4 million in relation to this transaction, which are being amortized through the maturity date.
During the year ended December 31, 2025, we repaid an aggregate of $23.0 million of principal on the 2024 Term Loan. As of December 31, 2025, the 2024 Term Loan had a principal balance of $2.3 billion.
Interest Rate Swaps
As of December 31, 2025, we, through our wholly owned subsidiary, SBA Senior Finance II, had interest rate swap agreements on our 2024 Term Loan which swap $2.0 billion of notional value accruing interest at one month Term SOFR plus 175 basis points for a blended all-in fixed rate of 5.165% per annum through April 11, 2028.
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Secured Tower Revenue Securities
Tower Revenue Securities Terms
As of December 31, 2025, we, through a New York common law trust (the “Trust”), had issued and outstanding an aggregate of $7.2 billion of Secured Tower Revenue Securities (“Tower Securities”). The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of certain of our subsidiaries that are borrowers on the mortgage loan (the “Borrowers”) under which there is a loan tranche for each Tower Security outstanding with the same interest rate and maturity date as the corresponding Tower Security. The mortgage loan will be paid from the operating cash flows from the aggregate 9,498 tower sites owned by the Borrowers as of December 31, 2025. The mortgage loan is secured by (1) mortgages, deeds of trust, and deeds to secure debt on a substantial portion of the tower sites, (2) a security interest in the tower sites and substantially all of the Borrowers’ personal property and fixtures, (3) the Borrowers’ rights under certain tenant leases, and (4) all of the proceeds of the foregoing. For each calendar month, SBA Network Management, Inc., an indirect subsidiary (“Network Management”), is entitled to receive a management fee equal to 4.5% of the Borrowers’ operating revenues for the immediately preceding calendar month.
The Borrowers may prepay any of the mortgage loan components, in whole or in part, with no prepayment consideration, (1) within six months (in the case of the component corresponding to the 2024-2C Tower Securities), twelve months (in the case of the component corresponding to the 2020-1C Tower Securities, 2021-1C Tower Securities, 2021-2C Tower Securities, and 2022-1C Tower Securities ), eighteen months (in the case of the components corresponding to the 2020-2C Tower Securities and 2021-3C Tower Securities), or twenty-four months (in the case of the component corresponding to the 2024-1C Tower Securities) of the anticipated repayment date of such mortgage loan component, (2) with proceeds received as a result of any condemnation or casualty of any tower owned by the Borrowers or (3) during an amortization period. In all other circumstances, the Borrowers may prepay the mortgage loan, in whole or in part, upon payment of the applicable prepayment consideration. The prepayment consideration is determined based on the class of the Tower Securities to which the prepaid mortgage loan component corresponds and consists of an amount equal to the net present value associated with the portion of the principal balance being prepaid and calculated in accordance with the formula set forth in the mortgage loan agreement.
To the extent that the mortgage loan components corresponding to the Tower Securities are not fully repaid by their respective anticipated repayment dates, the interest rate of each such component will increase by the greater of (1) 5% and (2) the amount, if any, by which the sum of (x) the 10 year U.S. treasury rate plus (y) the credit-based spread for such component (as set forth in the mortgage loan agreement) plus (z) 5%, exceeds the original interest rate for such component.
Pursuant to the terms of the Tower Securities, all rents and other sums due on any of the towers owned by the Borrowers are directly deposited by the lessees into a controlled deposit account and are held by the indenture trustee. The monies held by the indenture trustee after the release date are classified as short-term restricted cash on the Consolidated Balance Sheets (see Note 4). However, if the Debt Service Coverage Ratio, defined as the net cash flow (as defined in the mortgage loan agreement) divided by the amount of interest on the mortgage loan, servicing fees and trustee fees that the Borrowers are required to pay over the succeeding twelve months, as of the end of any calendar quarter, falls to 1.30x or lower, then all cash flow in excess of amounts required to make debt service payments, to fund required reserves, to pay management fees and budgeted operating expenses and to make other payments required under the loan documents, referred to as “excess cash flow,” will be deposited into a reserve account instead of being released to the Borrowers. The funds in the reserve account will not be released to the Borrowers unless the Debt Service Coverage Ratio exceeds 1.30x for two consecutive calendar quarters. If the Debt Service Coverage Ratio falls below 1.15x as of the end of any calendar quarter, then an “amortization period” will commence and all funds on deposit in the reserve account will be applied to prepay the mortgage loan until such time that the Debt Service Coverage Ratio exceeds 1.15x for a calendar quarter. In addition, if any of the Tower Securities are not fully repaid by their respective anticipated repayment dates, the cash flow from the towers owned by the Borrowers will be trapped by the trustee for the Tower Securities and applied first to repay the interest, at the original interest rates, on the mortgage loan components underlying the Tower Securities, second to fund all reserve accounts and operating expenses associated with those towers, third to pay the management fees due to Network Management, fourth to repay principal of the Tower Securities and fifth to repay the additional interest discussed above. Furthermore, the advance rents reserve requirement states that the Borrowers are required to maintain an advance rents reserve at any time the monthly tenant Debt Service Coverage Ratio is equal to or less than 2:1 and for two calendar months after such coverage ratio again exceeds 2:1. The mortgage loan agreement, as amended, also includes covenants customary for mortgage loans subject to rated securitizations. Among other things, the Borrowers are prohibited from incurring other indebtedness for borrowed money or further encumbering their assets.
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The table below sets forth the material terms of our outstanding Tower Securities as of December 31, 2025:
Security
Issue Date
Amount Outstanding
(in millions)
Interest
Rate (1)
Anticipated Repayment Date
Final Maturity Date
2020-1C Tower Securities (2)
Jul. 14, 2020
$750.0
1.884%
Jan. 9, 2026
Jul. 11, 2050
2020-2C Tower Securities
Jul. 14, 2020
$600.0
2.328%
Jan. 11, 2028
Jul. 9, 2052
2021-1C Tower Securities
May 14, 2021
$1,165.0
1.631%
Nov. 9, 2026
May 9, 2051
2021-2C Tower Securities
Oct. 27, 2021
$895.0
1.840%
Apr. 9, 2027
Oct. 10, 2051
2021-3C Tower Securities
Oct. 27, 2021
$895.0
2.593%
Oct. 9, 2031
Oct. 10, 2056
2022-1C Tower Securities
Nov. 23, 2022
$850.0
6.599%
Jan. 11, 2028
Nov. 9, 2052
2024-1C Tower Securities
Oct. 11, 2024
$1,450.0
4.831%
Oct. 9, 2029
Oct. 8, 2054
2024-2C Tower Securities (3)
Oct. 11, 2024
$620.0
4.654%
Oct. 8, 2027
Oct. 8, 2054
(1) Interest paid monthly.
(2) On January 9, 2026, we, using borrowings from the Revolving Credit Facility, repaid the aggregate principal amount of the 2020-1C Tower Securities.
(3) The interest rate reflected is the all-in fixed rate which includes the impact of the treasury lock agreement entered into on September 11, 2024 which settled upon issuance of the notes. The treasury lock agreement fixed the three-year treasury rate at 3.3985% for $620.0 million of notional value related to the 2024-2C Tower Securities issued on October 11, 2024. Excluding the impact of the treasury lock agreement, the 2024-2C Tower Securities accrue interest at 5.115%.
The table below sets forth the material terms of our Tower Securities that were repaid during the years ended December 31, 2025, 2024, and 2023:
Security (1)
Issue Date
Amount Outstanding
(in millions)
Interest
Rate (2)
Anticipated Repayment Date
Actual Repayment Date
2019-1C Tower Securities
Sep. 13, 2019
$1,165.0
2.836%
Jan. 12, 2025
Jan. 15, 2025
2014-2C Tower Securities
Oct. 15, 2014
$620.0
3.869%
Oct. 8, 2024
Oct. 8, 2024
(1) Interest was paid monthly.
Risk Retention Tower Securities
To satisfy certain risk retention requirements of Regulation RR promulgated under the Exchange Act, SBA Guarantor, LLC, a wholly owned subsidiary, purchased the Risk Retention Tower Securities. Principal and interest payments made on the 2020-2R Tower Securities, 2021-1R Tower Securities, 2021-3R Tower Securities, 2022-1R Tower Securities, and 2024-1R Tower Securities eliminate in consolidation. Principal and interest payments made on the 2019-1R Tower Securities eliminated in consolidation.
The table below sets forth the material terms of our outstanding Risk Retention Tower Securities as of December 31, 2025:
Security
Issue Date
Amount Outstanding
(in millions)
Interest
Rate (1)
Anticipated Repayment Date
Final Maturity Date
2020-2R Tower Securities (2)
Jul. 14, 2020
$71.1
4.336%
Jan. 11, 2028
Jul. 9, 2052
2021-1R Tower Securities
May 14, 2021
$61.4
3.598%
Nov. 9, 2026
May 9, 2051
2021-3R Tower Securities
Oct. 27, 2021
$94.3
4.090%
Oct. 9, 2031
Oct. 10, 2056
2022-1R Tower Securities
Nov. 23, 2022
$44.8
7.870%
Jan. 11, 2028
Nov. 9, 2052
2024-1R Tower Securities
Oct. 11, 2024
$108.7
6.252%
Oct. 9, 2029
Oct. 8, 2054
(1) Interest paid monthly.
(2) On January 30, 2026, we repaid $39.5 million of the principal amount of the 2020-2R Tower Securities. As of the date of this filing, the remaining balance of the 2020-2R Tower Securities was $31.6 million.
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The table below sets forth the material terms of our Risk Retention Tower Securities that were repaid during the years ended December 31, 2025, 2024, and 2023:
Security
Issue Date
Amount Outstanding
(in millions)
Interest
Rate (1)
Anticipated Repayment Date
Actual Repayment Date
2019-1R Tower Securities
Sep. 13, 2019
$61.4
4.213%
Jan. 12, 2025
Jan. 15, 2025
Debt Covenants
As of December 31, 2025, the Borrowers met the debt service coverage ratio required by the mortgage loan agreement and were in compliance with all other covenants as set forth in the agreement.
Senior Notes
Indentures Governing Senior Notes
The Indentures governing the Senior Notes contain customary covenants, subject to a number of exceptions and qualifications, including restrictions on the ability of SBAC and Telecommunications to (1) incur additional indebtedness unless the Consolidated Indebtedness to Annualized Consolidated Adjusted EBITDA Ratio (as defined in the Indenture), pro forma for the additional indebtedness does not exceed, with respect to any fiscal quarter, 9.5x for SBAC, (2) merge, consolidate, or sell assets, (3) make restricted payments, including dividends or other distributions, (4) enter into transactions with affiliates, and (5) enter into sale and leaseback transactions and restrictions on the ability of the Restricted Subsidiaries of SBAC (as defined in the Indentures) to incur liens securing indebtedness. We may redeem each of the senior notes prior to their maturity date at 100% of the principal plus accrued and unpaid interest.
The table below sets forth the material terms of our outstanding senior notes as of December 31, 2025:
Senior Notes
Issue Date
Amount Outstanding
(in millions)
Interest Rate Coupon
Maturity Date
Interest Due Dates
2020 Senior Notes
Feb. 4, 2020
$1,500.0
3.875%
Feb. 15, 2027
Feb. 15 & Aug. 15
2021 Senior Notes
Jan. 29, 2021
$1,500.0
3.125%
Feb. 1, 2029
Feb. 1 & Aug. 1
Debt Service
As of December 31, 2025, we believe that our cash on hand, capacity available under our Revolving Credit Facility, and cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months.
The following table illustrates our estimate of our debt service requirement over the next twelve months ended December 31, 2026 based on the amounts outstanding as of December 31, 2025 and the interest rates accruing on those amounts on such date:
(in thousands)
Revolving Credit Facility (1)
$
25,006
2024 Term Loan (2)
140,508
2020-1C Tower Securities (3)
750,556
2020-2C Tower Securities
14,159
2021-1C Tower Securities
1,181,842
2021-2C Tower Securities
16,752
2021-3C Tower Securities
23,491
2022-1C Tower Securities
56,362
2024-1C Tower Securities
70,510
2024-2C Tower Securities
29,052
2020 Senior Notes
58,125
2021 Senior Notes
46,875
Total debt service for the next 12 months
$
2,413,238
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(1) As of December 31, 2025, $475.0 million was outstanding under the Revolving Credit Facility. Subsequent to December 31, 2025, we borrowed $775.0 million and repaid $45.0 million under the Revolving Credit Facility, and as of the date of this filing, $1.205 billion was outstanding.
(2) Total debt service on the 2024 Term Loan reflects a blended rate of 5.200%, which includes the impact of the interest rate swaps. Excluding the impact of the interest rate swap, the 2024 Term Loan was accruing interest at 5.470% as of December 31, 2025.
(3) On January 9, 2026, we repaid the aggregate principal amount of the 2020-1C Tower Securities.
Inflation
The impact of inflation on our operations has not been material to date. However, the impact of higher interest rates, has impacted, and is expected to continue to impact, our growth rate and future operating results. Higher interest rates have impacted, and are expected to continue to impact, the ability and willingness of wireless service providers to incur capital expenditures at prior levels to expand their networks, which could adversely affect our future revenue growth rates. In addition, increased interest rates may adversely affect our costs to refinance our indebtedness at maturity. In addition, persistent high rates of inflation could adversely affect our future operating results particularly in light of the fact that our site leasing revenues are governed by long-term contracts with pre-determined pricing that we will not be able to increase in response to increases in inflation other than our contracts in South America and Africa which have inflationary index-based rent escalators.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to certain market risks that are inherent in our financial instruments. These instruments arise from transactions entered into in the normal course of business.
The following table presents the future principal payment obligations, fair values, and interest payments associated with our long-term debt instruments assuming our actual level of long-term indebtedness as of December 31, 2025:
2026
2027
2028
2029
2030
Thereafter
Total
Fair Value
(in thousands)
Revolving Credit Facility
$
—
$
—
$
—
$
475,000
$
—
$
—
$
475,000
$
475,000
2024 Term Loan
23,000
23,000
23,000
23,000
23,000
2,144,750
2,259,750
2,271,049
2020-1C Tower Securities (1)
750,000
—
—
—
—
—
750,000
722,460
2020-2C Tower Securities (1)
—
—
600,000
—
—
—
600,000
513,798
2021-1C Tower Securities (1)
1,165,000
—
—
—
—
—
1,165,000
1,003,356
2021-2C Tower Securities (1)
—
895,000
—
—
—
—
895,000
852,022
2021-3C Tower Securities (1)
—
—
—
—
—
895,000
895,000
675,797
2022-1C Tower Securities (1)
—
—
850,000
—
—
—
850,000
867,034
2024-1C Tower Securities (1)
—
—
—
1,450,000
—
—
1,450,000
1,446,129
2024-2C Tower Securities (1)
—
620,000
—
—
—
—
620,000
625,425
2020 Senior Notes
—
1,500,000
—
—
—
—
1,500,000
1,488,615
2021 Senior Notes
—
—
—
1,500,000
—
—
1,500,000
1,434,375
Total debt obligation
$
1,938,000
$
3,038,000
$
1,473,000
$
3,448,000
$
23,000
$
3,039,750
$
12,959,750
$
12,375,060
Interest payments (2)
$
475,238
$
390,339
$
285,623
$
201,097
$
141,000
$
26,369
$
1,519,665
(1) For information on the anticipated repayment date and final maturity date for each tower security, refer to “Debt Instruments and Debt Service Requirements” above.
(2) Represents interest payments based on the 2020-1C Tower Securities interest rate of 1.884%, the 2020-2C Tower Securities interest rate of 2.328%, the 2021-1C Tower Securities interest rate of 1.631%, the 2021-2C Tower Securities interest rate of 1.840%, the 2021-3C Tower Securities interest rate of 2.593%, the 2022-1C Tower Securities interest rate of 6.599%, the 2024-1C Tower Securities interest rate of 4.831%, the 2024-2C Tower Securities of all-in interest rate of 4.654%, the 2024 Term Loan at an average interest rate of 5.200% (which includes the impact of interest rate swaps) as of December 31, 2025, the 2020 Senior Notes interest rate of 3.875%, and the 2021 Senior Notes interest rate of 3.125%.
Our current primary market risk exposure is (1) interest rate risk relating to our ability to refinance our debt at commercially reasonable rates, if at all, and (2) interest rate risk relating to the impact of interest rate movements on the variable portion of our 2024 Term Loan, and any borrowings that we may incur under our Revolving Credit Facility, which are at floating rates. We manage the interest rate risk on our outstanding debt through our large percentage of fixed rate debt, including interest rate swaps. While we
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cannot predict our ability to refinance existing debt or the impact interest rate movements will have on our existing debt, we continue to evaluate our financial position on an ongoing basis.
We have performed a sensitivity analysis assuming a hypothetical 1% increase in our variable interest rates as of December 31, 2025. As of December 31, 2025, the analysis indicated that such an adverse movement would have caused our interest expense to increase by approximately 0.8% for the year ended December 31, 2025.
We are exposed to market risk from changes in foreign currency exchange rates in connection with our operations in Brazil, Chile, Peru, South Africa, Tanzania, and to a lesser extent, our markets in Central America. In each of these countries, we pay most of our selling, general, and administrative expenses and a portion of our operating expenses, such as taxes and utilities incurred in the country in local currency. In addition, in Brazil, Chile, and South Africa, we receive significantly all of our revenue and pay substantially all of our operating expenses in local currency. In Costa Rica, Peru, and Tanzania, we receive our revenue and pay our operating expenses in a mix of local currency and U.S. dollars. All transactions denominated in currencies other than the U.S. Dollar are reported in U.S. Dollars at the applicable exchange rate. All assets and liabilities are translated into U.S. Dollars at exchange rates in effect at the end of the applicable fiscal reporting period, and all revenues and expenses are translated at average rates for the period. The cumulative translation effect is included in equity as a component of Accumulated other comprehensive loss. For the year ended December 31, 2025, approximately 20.0% of our revenues and approximately 26.5% of our total operating expenses were denominated in foreign currencies.
We have performed a sensitivity analysis assuming a hypothetical 10% adverse movement in the Brazilian Real from the quoted foreign currency exchange rates at December 31, 2025. The analysis indicated that such an adverse movement would have caused our revenues and operating income to decline by approximately 1.1% and 0.7%, respectively, for the year ended December 31, 2025.
As of December 31, 2025, we had intercompany debt, which is denominated in a currency other than the functional currency of the subsidiary in which it is recorded. As settlement of this debt is anticipated or planned in the foreseeable future, any changes in the foreign currency exchange rates will result in unrealized gains or losses, which will be included in our determination of net income. A change of 10% in the underlying exchange rates of our unsettled intercompany debt at December 31, 2025 would have resulted in approximately $91.8 million of unrealized gains or losses that would have been included in Other income (expense), net in our Consolidated Statements of Operations for the year ended December 31, 2025.
Special Note Regarding Forward-Looking Statements
This annual report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Specifically, this annual report contains forward-looking statements including our expectations and beliefs regarding:
• the future growth and financial health of the wireless industry and the industry participants, the drivers of such growth, including future spectrum auctions and the roll-out of 5G and fixed wireless;
• our ability to capture and capitalize on industry growth and the impact of such growth on our financial and operational results;
• the consolidation of wireless service providers and the impact of such consolidation on our financial and operational results, including churn;
• our intent to grow our tower portfolio domestically and internationally and expand through acquisitions, new builds, and organic lease up on existing towers;
• the demand for our services and the future capital investments of our customers (including with respect to the implementation of broad based 5G availability and as a result of artificial intelligence and emerging high-performance applications);
• our strategies for growing, and ability to grow, our cash flows;
• core leasing revenue growth, on an organic basis, in our domestic and international segments, and the drivers of such growth;
• our site leasing business being characterized by stable and long-term recurring revenues;
• our future cash capital expenditures, both discretionary and non-discretionary, including expenditures required for new builds and to maintain, improve, and modify our towers, ground lease purchases, and general corporate expenditures, and the source of funds for these expenditures;
• that we will be able to continue to secure rights to the land underlying our towers, and the impact of such strategy on our financial and operational results;
• the timing for closing of pending acquisitions;
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• our future liquidity requirements, including our debt service in 2026, and our ability to meet such requirements with cash on hand, capacity under our Revolving Credit Facility, and our cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months;
• our election to be taxed as a REIT, our intent to continue to operate as a REIT and the use of NOLs to reduce REIT taxable income;
• our capital allocation strategies and the impact of these strategies on our future financial and operational results including our goal of increasing our Adjusted Funds From Operations per share;
• our expectations regarding dividends and our ability to grow our dividend in the future and the drivers of such growth;
• our expectations regarding our future cash capital expenditures, both discretionary and non-discretionary, including expenditures required for new builds and to maintain, improve, and modify our towers, ground lease purchases, and general corporate expenditures, and the source of funds for these expenditures;
• the impact of compliance with applicable laws and regulations, including environmental laws, and various legal proceedings on our financial results and future business prospects; and
• the impact of certain tax and accounting matters on our financial statements.
These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties, and assumptions. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date hereof, unless otherwise required by law. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited to, the following:
• developments in, and macroeconomic influences on, the wireless communications industry in general, and for wireless communications infrastructure providers in particular, that may slow growth or affect our customers’ access to sufficient capital, or ability to expend capital to fund network expansion or enhancements;
• the impact of churn based on prior and future consolidation among wireless service providers;
• our ability to successfully manage the risks associated with international operations, including risks relating to competition, political or economic conditions, inflation, potential tariffs, tax laws, currency restrictions, and exchange rate fluctuations, legal or judicial systems, and land ownership, including land ownership risks with respect to towers we do not own;
• our ability to successfully manage the risks associated with our acquisition initiatives, including our ability to satisfactorily complete due diligence on acquired towers, the amount and quality of due diligence that we are able to complete prior to closing of any acquisition, our ability to accurately anticipate the future performance of the acquired towers, our ability to receive required regulatory approval, the ability and willingness of each party to fulfill their respective closing conditions and their contractual obligations, and, once acquired, our ability to effectively integrate acquired towers into our business and to achieve the financial results projected in our valuation models for the acquired towers;
• the health of the economies and wireless communications markets of the international jurisdictions we operate in, and the willingness of carriers to invest in their networks in such markets;
• our ability to secure as many site leasing tenants as anticipated and retain current leases on towers as well as our tenants’ ability and willingness to comply with their obligations under such leases;
• our ability to meet our operational and capital expenditure goals, including expected economies of scale arising from new tenants on our existing towers,
• our ability to secure and deliver anticipated services business at contemplated margins;
• our ability to build new towers, including our ability to identify and acquire land that would be attractive for our customers and to successfully and timely address the issues that arise in connection with the building of new towers;
• our ability to compete for the acquisition of towers and other factors that may adversely affect our ability to purchase towers that meet our investment criteria and are available at prices which we believe will be accretive to our shareholders and allow us to maintain our long-term target leverage ratios while achieving our expected portfolio growth levels;
• our capital allocation decisions and the impact on our ability to achieve our expected tower portfolio growth levels;
• our ability to protect our rights to the land under our towers, and our ability to acquire land underneath our towers on terms that are accretive;
• our ability to sufficiently increase our revenues and maintain expenses and cash capital expenditures at appropriate levels;
• our ability to successfully estimate the impact of regulatory and litigation matters;
• natural disasters and other unforeseen damage for which our insurance may not provide adequate coverage;
• a decrease in demand for our towers;
• the impact of EchoStar’s sale of its spectrum;
• the ability of our customers to perform under their contractual and financial obligations ;
• the introduction of new technologies or changes in a tenant’s business model that may make our tower leasing business less desirable to existing or potential tenants;
• the impact of interest rates on our results of operations and our ability to refinance our existing indebtedness at commercially reasonable rates or at all;
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• our ability to continue to comply with covenants and the terms of our credit instruments and our ability to obtain additional financing to fund our capital expenditures;
• our ability to qualify for treatment as a REIT for U.S. federal income tax purposes and to comply with and conduct our business in accordance with such rules and to utilize available NOLs to reduce REIT taxable income;
• our ability to successfully estimate the impact of certain accounting and tax matters, including the ability to successfully utilize like-kind exchanges, the effect of adopting certain accounting pronouncements and the availability of sufficient NOLs to offset future REIT taxable income; and
• other risks, including those described in Item 1A. – Risk Factors in this annual report and those described from time to time in our other filings with the SEC.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements and supplementary data are on pages F-1 through F-42.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures – We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
In connection with the preparation of this Annual Report on Form 10-K, as of December 31, 2025, an evaluation was performed under the supervision and with the participation of our management, including the CEO and CFO, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on such evaluation, our CEO and CFO concluded that, as of December 31, 2025, our disclosure controls and procedures were effective.
There has been no change in our internal control over financial reporting during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Management’s Annual Report on Internal Control over Financial Reporting – Management is responsible for establishing and maintaining adequate internal control over financial reporting, and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2025. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our system of internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of SBAC; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of SBAC are being made only in accordance with authorizations of management and directors of SBAC; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of SBAC’s assets that could have a material effect on the financial statements.
Management performed an assessment of the effectiveness of SBAC’s internal control over financial reporting as of December 31, 2025 based upon criteria in Internal Control – Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment, management determined that SBAC’s internal control over financial reporting was effective as of December 31, 2025 based on the criteria in Internal Control – Integrated Framework (2013 Framework) issued by COSO.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Ernst & Young LLP, the independent registered public accounting firm that audited the financial statements included in this Annual Report on Form 10-K, has issued an attestation report on SBAC’s internal control over financial reporting.
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of SBA Communications Corporation
Opinion on Internal Control Over Financial Reporting
We have audited SBA Communications Corporation and subsidiaries’ internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, SBA Communications Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, shareholders’ deficit and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February 27, 2026 expressed an unqualified opinion thereon .
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Boca Raton, Florida
February 27, 2026
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ITEM 9B. OTHER INFORMATION
(a) Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Cavanagh Employment Agreement
On February 25, 2026, the Company entered into an amended and restated employment agreement with Brendan T. Cavanagh (the “Employment Agreement”), which extends the term of the Employment Agreement until December 31, 2028. The Employment Agreement reflects an annual base salary of $985,000 and target bonus of 175% of annual base salary (the “Minimum Target Bonus”). Payment of the bonus is contingent upon the achievement of performance goals established and assessed solely at the discretion of the Compensation Committee of the Company’s Board of Directors.
Pursuant to the Employment Agreement, Mr. Cavanagh is entitled to a severance payment, upon his termination without Cause or upon resignation for Good Reason (each as defined in the Employment Agreement), equal to the sum of (i) an amount equal to the pro rata portion of the Minimum Target Bonus for the period of service in the year in which the termination or resignation occurs, plus (ii) an amount equal to the product of the Applicable Multiple (as defined below) multiplied by the sum of (a) Mr. Cavanagh’s base salary for the year in which the termination or resignation occurs, (b) the Minimum Target Bonus for the year in which the termination or resignation occurs , and (c) the greater of (1) $33,560 and (2) the value of all medical, dental, health, life and other fringe benefit plans for the year in which the termination or resignation occurs (collectively, the “Severance Payment”). As defined in the Employment Agreement, the “Applicable Multiple” means (i) two, in the event the termination without Cause or resignation for Good Reason occurs prior to a Change in Control of the Company (as defined in the Employment Agreement); and (ii) three, in the event the termination without Cause or resignation for Good Reason occurs on or after a Change in Control of the Company or within six months prior to the date on which a Change in Control occurs, if it is reasonably demonstrated that such termination without Cause or resignation for Good Reason was in contemplation of the Change in Control. The Severance Payment is payable in a lump sum upon execution of a full release and waiver of claims.
All other material terms of the Employment Agreement, including the definitions of Cause, Change in Control and Good Reason and the provisions for non-competition, non-interference, non-disparagement, and non-disclosure during his employment and for a period after termination remained the same.
(b) 10b5-1 Trading Plans
During the three months ended December 31 , 2025, none of our officers (as defined in Rule 16a-1(f) of the Exchange Act) or directors adopted or terminated a "Rule 10b5-1 trading arrangement" or " non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(c) of Regulation S-K .
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
PART III
ITEM 10. DIRECTORS , EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
We have adopted a Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. The Code of Ethics is located on our internet web site at www.sbasite.com under “Investors – Governance – Governance Documents.” We intend to provide disclosure of any amendments or waivers of our Code of Ethics on our website within 4 business days following the date of the amendment or waiver.
The remaining items required by Part III, Item 10 are incorporated herein by reference from the Registrant’s Proxy Statement for its 2026 Annual Meeting of Shareholders to be filed on or before April 30, 2026.
ITEM 11. EXECUTIVE COMPENSATION
The items required by Part III, Item 11 are incorporated herein by reference from the Registrant’s Proxy Statement for its 2026 Annual Meeting of Shareholders to be filed on or before April 30, 2026.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The items required by Part III, Item 12, other than the information regarding the Registrant’s equity plans set forth below required by Item 201(d) of Regulation S-K, are incorporated herein by reference from the Registrant’s Proxy Statement for its 2026 Annual Meeting of Shareholders to be filed on or before April 30, 2026.
Equity Compensation Plan
The following table summarizes information with respect to the Registrant’s compensation plans under which the Registrant’s equity securities are authorized for issuance as of December 31, 2025:
Equity Compensation Plan Information
As of December 31, 2025
(in thousands, except exercise price)
Number of Securities
Number of Securities
Weighted-Average
Remaining Available for
to be Issued
Exercise Price
Future Issuance Under
Upon Exercise of
of Outstanding
Equity Compensation Plans
Outstanding Options,
Options, Warrants
(Excluding Securities
Warrants and Rights
and Rights
Reflected in first column (a))
(a)
(b)
(c)
Equity compensation plans approved by
security holders
2010 Plan
516
$
182.88
—
2020 Plan
716
(1)
10.85
1,591
Equity compensation plans not approved by
security holders
—
—
Total
1,232
$
82.91
1,591
(1) Included in the number of securities in column (a) is 480,251 restricted stock units and 206,053 performance-based restricted stock units, which have no exercise price. The weighted-average exercise price of outstanding options, warrants, and rights (excluding restricted stock units) is $259.16.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The items required by Part III, Item 13 are incorporated herein by reference from the Registrant’s Proxy Statement for its 2026 Annual Meeting of Shareholders to be filed on or before April 30, 2026.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The items required by Part III, Item 14 are incorporated herein by reference from the Registrant’s Proxy Statement for its 2026 Annual Meeting of Shareholders to be filed on or before April 30, 2026.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as part of this report:
(1) Financial Statements
See Item 8 for Financial Statements included with this Annual Report on Form 10-K.
(2) Financial Statement Schedules
Schedule III—Schedule of Real Estate and Accumulated Depreciation (see below)
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All other schedules are omitted because they are not applicable or because the required information is contained in the financial statements or notes thereto included in this Form 10-K.
Schedule III—Schedule of Real Estate and Accumulated Depreciation
Gross
Life on Which
Cost
Amount
Accumulated
Depreciation
Capitalized
Carried
Depreciation
in Latest
Initial
Subsequent
at Close
at Close
Income
Cost to
to
of Current
of Current
Date of
Date
Statement is
Description
Encumbrances
Company
Acquisition
Period
Period
Construction
Acquired
Computed
(in thousands)
46,328 sites
(1)
$
9,959,750
(2)
(3)
(3)
$
8,928,497
(4)
$
( 4,396,767 )
Various
Various
Up to 70 years
(5)
(1) No single site exceeds 5 % of the aggregate gross amounts at which the assets were carried at the close of the period set forth in the table above.
(2) As of December 31, 2025, certain assets secure debt of $ 10.0 billion.
(3) The Company has omitted this information, as it would be impracticable to compile such information on a site-by-site basis.
(4) Does not include those sites under construction.
(5) Amounts include the acquisition of the exclusive right to lease and operate utility transmission structures, which included existing wireless tenant licenses from PG&E.
2025
2024
2023
(in thousands)
Gross amount at beginning
$
8,213,791
$
8,231,510
$
7,993,750
Additions during period:
Acquisitions (1)
595,125
34,350
22,081
Construction and related costs on new builds
86,405
131,539
59,873
Augmentation and tower upgrades
58,093
54,181
82,917
Land buyouts and other assets
29,993
31,739
32,247
Tower maintenance
53,883
50,182
49,471
Other (2)
3,188
2,942
35,880
Total additions
826,687
304,933
282,469
Deductions during period:
Cost of real estate sold or disposed (3)
( 119,735 )
( 437 )
( 8,024 )
Impairment (4)
( 132,784 )
( 73,977 )
( 119,307 )
Other (5)
140,538
( 248,238 )
82,622
Total deductions
( 111,981 )
( 322,652 )
( 44,709 )
Balance at end
$
8,928,497
$
8,213,791
$
8,231,510
(1) Inclusive of changes between the final purchase price allocation and the preliminary purchase price allocations.
(2) Represents changes to the Company’s asset retirement obligations.
(3) Costs of real estate sold or disposed for the year ended December 31, 2025 include the impact of the Company’s sale of its Philippines, Colombia, and Canada towers.
(4) Impairment charges for the year ended December 31, 2023 include the impact of the planned abandonment of identified sites with minimal expectations of future economic benefit (primarily from Sprint and Oi related churn).
(5) Primarily represents cumulative translation adjustments related to changes in foreign currency exchange rates.
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2025
2024
2023
(in thousands)
Gross amount of accumulated depreciation at beginning
$
( 4,291,860 )
$
( 4,232,369 )
$
( 3,925,893 )
Additions during period:
Depreciation
( 152,188 )
( 128,548 )
( 300,458 )
Other (1)
( 25,787 )
( 693 )
( 14,339 )
Total additions
( 177,975 )
( 129,241 )
( 314,797 )
Deductions during period:
Amount of accumulated depreciation for assets sold or disposed
73,068
24,210
8,070
Other (1)
—
45,540
251
Total deductions
73,068
69,750
8,321
Balance at end
$
( 4,396,767 )
$
( 4,291,860 )
$
( 4,232,369 )
(1) Primarily represents cumulative translation adjustments related to changes in foreign currency exchange rates.
(3) Exhibits
Incorporated by Reference
Exhibit No.
Exhibit Description
Form
Period Covered or Date of Filing
3.1
Amended and Restated Articles of Incorporation of SBA Communications Corporation, effective as of January 13, 2017.
8-K
01/17/17
3.2
Articles of Merger, effective as of January 13, 2017.
8-K
01/17/17
3.3
Second Amended and Restated Bylaws of SBA Communications Corporation, effective as of January 14, 2017.
8-K
01/18/17
4.1
Description of Capital Stock
8-K
01/17/17
4.30
Indenture dated as of February 4, 2020, between SBA Communications Corporation and U.S. Bank National Association
8-K
02/07/20
4.30A
Supplemental Indenture dated as of May 26, 2020, between SBA Communications Corporation and U.S. Bank National Association to the Indenture, dated as of February 4, 2020, between SBA Communications Corporation and U.S. Bank National Association.
8-K
05/28/20
4.31
Form of 3.875% Senior Notes due 2027 (included in Exhibit 4.30)
8-K
02/07/20
4.32
Indenture dated as of January 29, 2021, between SBA Communications Corporation and U.S. Bank National Association.
8-K
01/29/21
4.33
Form of 3.125% Senior Notes due 2029 (included in Exhibit 4.32).
8-K
01/29/21
10.1
SBA Communications Corporation Registration Rights Agreement dated as of March 5, 1997, among the Company, Steven E. Bernstein, Ronald G. Bizick, II and Robert Grobstein.
S-4
(333-50219)
04/15/98
10.7D
Third Amended and Restated Credit Agreement, dated as of January 25, 2024, among SBA Senior Finance II LLC, as borrower, the banks and other financial institutions or entities party thereto and Toronto Dominion (Texas) LLC, as administrative agent.
8-K
01/25/24
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10.7E
First Amendment to the Third Amended and Restated Credit Agreement, dated October 2, 2024 among SBA Senior Finance II LLC, the lenders and other persons party thereto and Toronto Dominion (Texas) LLC, as administrative agent.
8-K
10/02/24
10.8A
Third Amended and Restated Guarantee and Collateral Agreement, dated as of January 25, 2024, among SBA Communications Corporation, SBA Telecommunications, LLC, SBA Senior Finance, LLC, SBA Senior Finance II LLC and certain of its subsidiaries party thereto, in favor of Toronto Dominion (Texas) LLC, as administrative agent.
8-K
01/25/24
10.12
Second Amended and Restated Loan and Security Agreement, dated as of October 15, 2014, among SBA Properties, LLC, SBA Sites, LLC, SBA Structures, LLC, SBA Infrastructure, LLC, SBA Monarch Towers III, LLC, SBA 2012 TC Assets PR, LLC, SBA 2012 TC Assets, LLC, SBA Towers IV, LLC, SBA Monarch Towers I, LLC, SBA Towers USVI, Inc., SBA GC Towers, LLC, SBA Towers VII, LLC and any Additional Borrower or Borrowers that may become a party thereto and Midland Loan Services, as Servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee.
10-Q
Quarter ended September 30, 2014
10.12A
First Loan and Security Agreement Supplement and Amendment, dated as of October 14, 2015, by and among the Borrowers named therein and Midland Loan Services, a division of PNC Bank, National Association, as Servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee.
8-K
10/20/15
10.12B
Second Loan and Security Agreement Supplement, dated as of July 7, 2016, by and among the Borrowers named therein and Midland Loan Services, a division of PNC Bank, National Association, as Servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee.
8-K
07/08/16
10.12C
Third Loan and Security Agreement Supplement and Amendment, dated as of April 17, 2017, by and among the Borrowers named therein and Midland Loan Services, a division of PNC Bank, National Association, as Servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee.
8-K
04/21/17
10.12D
Fourth Loan and Security Agreement Supplement, dated as of March 9, 2018, by and among the Borrowers named therein and Midland Loan Services, a division of PNC Bank, National Association, as Servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee.
8-K
03/15/18
10.12E
Fifth Loan and Security Agreement Supplement, dated as of September 13, 2019, by and among the Borrowers named therein and Midland Loan Services, a division of PNC Bank, National Association, as Servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee.
8-K
09/13/19
10.12F
Sixth Loan and Security Agreement Supplement, dated as of July 14, 2020, by and among the Borrowers named therein and Midland Loan Services, a division of PNC Bank, National Association, as Servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee.
8-K
07/20/20
10.12G
Seventh Loan and Security Agreement Supplement, dated as of May 14, 2021, by and among the Borrowers named therein and Midland Loan Services, a division of PNC Bank, National Association, as Servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee .
8-K
05/18/21
52
Table of Contents
10.12H
Eighth Loan and Security Agreement Supplement, dated as of September 10, 2021, by and among the Borrowers named therein and Midland Loan Services, a division of PNC Bank, National Association, as Servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee .
10-K
Year ended December 31, 2022
10.12I
Ninth Loan and Security Agreement Supplement, dated as of October 27, 2021, by and among the Borrowers named therein and Midland Loan Services, a division of PNC Bank, National Association, as Servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee .
8-K
10/29/21
10.12J
Tenth Loan and Security Agreement Supplement, dated November 23, 2022, by and among the Borrowers named therein and Midland Loan Services, a division of PNC Bank, National Association, as Servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee.
8-K
11/29/22
10.12K
Eleventh Loan and Security Agreement Supplement, dated October 11, 2024, by and among the Borrowers named therein and Midland Loan Services, a division of PNC Bank, National Association, as Servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee.
8-K
10/11/24
10.50
Management Agreement, dated as of November 18, 2005, by and among SBA Properties, Inc., SBA Network Management, Inc. and SBA Senior Finance, Inc.
10-K
Year ended December 31, 2005
10.50A
Joinder and Amendment to Management Agreement, dated November 6, 2006, by and among SBA Properties, Inc., SBA Towers, Inc., SBA Puerto Rico, Inc., SBA Sites, Inc., SBA Towers USVI, Inc., and SBA Structures, Inc., and SBA Network Management, Inc., and SBA Senior Finance, Inc.
10-K
Year ended December 31, 2016
10.75B
SBA Communications Corporation 2018 Employee Stock Purchase Plan.†
S-8
(333-225139)
05/23/18
10.76
Form of Indemnification Agreement dated January 15, 2009 between SBA Communications Corporation and its directors and certain officers.
10-K
Year ended December 31, 2008
10.85G
Second Amended and Restated Employment Agreement, dated as of February 19, 2024, between SBA Communications Corporation and Brendan T. Cavanagh.†
10-K
Year ended December 31, 2023
10.85H
Third Amended and Restated Employment Agreement, dated as of February 25, 2026, between SBA Communications Corporation and Brendan T. Cavanagh.†*
10.89A
SBA Communications Corporation 2010 Performance and Equity Incentive Plan, as amended and restated.†
10-Q
Quarter ended June 30, 2017
10.90
SBA Communications Corporation 2020 Performance and Equity Incentive Plan.†
10-Q
Quarter ended June 30, 2020
10.91
Form of Incentive Stock Option Agreement (U.S. and non-U.S. employees and officers) pursuant to SBA Communications Corporation 2010 Performance and Equity Incentive Plan, as amended and restated.†
10-Q
Quarter ended September 30, 2018
10.92
Form of Restricted Stock Unit Agreement (U.S. and non-U.S. employees and officers) pursuant to SBA Communications Corporation 2010 Performance and Equity Incentive Plan, as amended and restated.†
10-Q
Quarter ended September 30, 2018
53
Table of Contents
10.95
Purchase Agreement, dated January 21, 2020, between SBA Communications Corporation and Citigroup Global Markets Inc., as representative of the several initial purchasers listed on Schedule I thereto.
8-K
02/07/20
10.96
Form of Restricted Stock Unit Agreement (Time and Performance Based) pursuant to SBA Communications Corporation 2010 Performance and Equity Incentive Plan.†
10-Q
Quarter ended March 31, 2020
10.97
SBA Communications Corporation Executive Severance Plan
10-K
Year ended December 31, 2023
10.98
Form of Restricted Stock Unit Agreement (Time and Performance Based) pursuant to SBA Communications Corporation 2020 Performance and Equity Incentive Plan.†
10-K
Year ended December 31, 2024
19.1
SBA Communications Corporation Insider Trading Policy
10-K
Year ended December 31, 2024
21
Subsidiaries.*
23.1
Consent of Ernst & Young LLP.*
31.1
Certification by Brendan T. Cavanagh, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2
Certification by Marc Montagner, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1
Certification by Brendan T. Cavanagh, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **
32.2
Certification by Marc Montagner, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. **
97
SBA Communications Corporation Executive Officer Clawback Policy
10-K
Year ended December 31, 2023
101.INS
XBRL Instance Document.*
101.SCH
XBRL Taxonomy Extension Schema Document.*
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.*
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.*
101.LAB
XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.*
104
Cover Page Interactive File (formatted in Inline XBRL and contained in Exhibit 101).*
______________
† Management contract or compensatory plan or arrangement.
* Filed herewith.
** Furnished herewith.
54
Table of Contents
ITEM 16. FORM 10-K SUMMARY
None.
55
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SBA COMMUNICATIONS CORPORATION
By:
/s/ Brendan T. Cavanagh
Brendan T. Cavanagh
Chief Executive Officer and President
Date:
February 27, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Jeffrey A. Stoops
Chairman of the Board of Directors
February 27, 2026
Jeffrey A. Stoops
/s/ Brendan T. Cavanagh
Chief Executive Officer and President
February 27, 2026
Brendan T. Cavanagh
(Principal Executive Officer)
/s/ Marc Montagner
Chief Financial Officer and Executive Vice President
February 27, 2026
Marc Montagner
(Principal Financial Officer)
/s/ Saul Kredi
Chief Accounting Officer and Vice President
February 27, 2026
Saul Kredi
(Principal Accounting Officer)
/s/ Steven E. Bernstein
Director
February 27, 2026
Steven E. Bernstein
/s/ Mary S. Chan
Director
February 27, 2026
Mary S. Chan
/s/ Laurie Bowen
Director
February 27, 2026
Laurie Bowen
/s/ George R. Krouse Jr.
Director
February 27, 2026
George R. Krouse Jr.
/s/ Jack Langer
Director
February 27, 2026
Jack Langer
/s/ Kevin L. Beebe
Director
February 27, 2026
Kevin L. Beebe
/s/ Amy E. Wilson
Director
February 27, 2026
Amy E. Wilson
/s/ Jay L. Johnson
Director
February 27, 2026
Jay L. Johnson
56
Table of Contents
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
Table of Contents
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
F-1
Consolidated Balance Sheets as of December 31, 2025 and 2024
F-3
Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023
F-4
Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024, and 2023
F-5
Consolidated Statements of Shareholders’ Deficit for the years ended December 31, 2025, 2024, and 2023
F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023
F-7
Notes to Consolidated Financial Statements
F-9
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of SBA Communications Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of SBA Communications Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, shareholders' deficit and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 27, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
F- 1
Table of Contents
Accounting for Ground Leases
Description of the Matter
As more fully described in Note 2 to the consolidated financial statements, the Company recognizes a right-of-use asset and a lease liability for its operating lease contracts, initially measured at the present value of the lease payments over the lease term. As of December 31, 2025, the Company had $2.5 billion of operating lease right-of-use assets, net, $297.1 million of current operating lease liabilities, and $2.1 billion of long-term lease liabilities. For the period ended December 31, 2025, the total operating lease right-of-use assets obtained for new operating lease liabilities were $217.9 million, and operating lease right-of-use asset adjustments associated with lease modifications and reassessments were $160.0 million. The Company’s primary operating lease obligations are its long-term lease contracts for land that underlies its tower structures. The Company’s ground leases generally do not provide a readily determinable implicit discount rate. When the rate implicit in the lease is not readily determinable, the Company calculates the present value of the lease payments by estimating the Company’s incremental borrowing rate (“IBR”). The IBR is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term in a similar economic environment. The IBR is computed on a lease-by-lease basis when the Company enters into a new lease, upon a lease modification, or upon a lease reassessment event.
Auditing the Company’s accounting for ground leases was complex because of the significant uncertainty associated with inputs into the IBR. The process to estimate the Company’s IBR includes the use of subjective inputs, considers the public credit rating of the Company, observable debt yields of the Company and the related debt’s seniority, and adjustments for leases denominated in different currencies, to determine the IBR over the remaining lease term.
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated and tested the design and operating effectiveness of the Company’s internal controls related to determining the IBR used in accounting for ground leases. For example, we tested the Company’s controls over the review of the accounting policy, including the methodology and assumptions used to estimate the IBR.
To test the Company’s accounting for ground leases, our audit procedures included, among others, evaluating the methodology used to calculate the IBR, and evaluating the assumptions and underlying data used by the Company to estimate the IBR. We involved our valuation specialists to assist in the evaluation of the methodologies and assumptions applied to estimate the IBR. We compared the Company’s credit rating used in the IBR estimate to independent third-party sources and compared the Company’s existing borrowing rate for collateralized assets to observable debt yields of the Company. We also evaluated the Company’s disclosures included in Note 2 to the consolidated financial statements.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2002.
Boca Raton, Florida
February 27, 2026
F- 2
Table of Contents
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except par values)
December 31,
December 31,
2025
2024
ASSETS
Current assets:
Cash and cash equivalents
$
264,568
$
189,841
Restricted cash
167,804
1,206,653
Accounts receivable, net
171,256
145,695
Costs and estimated earnings in excess of billings on uncompleted contracts
28,152
19,198
Prepaid expenses and other current assets
141,651
417,333
Total current assets
773,431
1,978,720
Property and equipment, net
3,401,799
2,792,084
Intangible assets, net
2,882,117
2,388,707
Operating lease right-of-use assets, net
2,540,229
2,292,459
Acquired and other right-of-use assets, net
1,325,443
1,308,269
Other assets
651,993
657,097
Total assets
$
11,575,012
$
11,417,336
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS,
AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable
$
73,034
$
59,549
Accrued expenses
93,502
81,977
Current maturities of long-term debt
1,935,802
1,187,913
Deferred revenue
117,309
127,308
Accrued interest
65,036
62,239
Current lease liabilities
299,604
261,017
Other current liabilities
94,014
17,933
Total current liabilities
2,678,301
1,797,936
Long-term liabilities:
Long-term debt, net
10,964,466
12,403,825
Long-term lease liabilities
2,119,258
1,903,439
Other long-term liabilities
588,244
367,942
Total long-term liabilities
13,671,968
14,675,206
Redeemable noncontrolling interests
78,262
54,132
Shareholders' deficit:
Preferred stock - par value $ 0.01 , 30,000 shares authorized, no shares issued or outstanding
—
—
Common stock - Class A, par value $ 0.01 , 400,000 shares authorized, 105,666 shares and
107,561 shares issued and outstanding at December 31, 2025 and December 31, 2024,
respectively
1,057
1,076
Additional paid-in capital
3,059,427
2,975,455
Accumulated deficit
( 7,249,905 )
( 7,326,189 )
Accumulated other comprehensive loss, net
( 664,098 )
( 760,280 )
Total shareholders' deficit
( 4,853,519 )
( 5,109,938 )
Total liabilities, redeemable noncontrolling interests, and shareholders' deficit
$
11,575,012
$
11,417,336
The accompanying notes are an integral part of these consolidated financial statements.
F- 3
Table of Contents
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
For the year ended December 31,
2025
2024
2023
Revenues:
Site leasing
$
2,570,641
$
2,526,765
$
2,516,935
Site development
244,498
152,869
194,649
Total revenues
2,815,139
2,679,634
2,711,584
Operating expenses:
Cost of revenues (exclusive of depreciation, accretion,
and amortization shown below):
Cost of site leasing
492,000
462,997
472,687
Cost of site development
198,972
118,730
139,935
Selling, general, and administrative expenses
277,611
258,756
267,936
Acquisition and new business initiatives related
adjustments and expenses
27,320
25,946
21,671
Asset impairment and decommission costs
184,165
107,925
169,387
Depreciation, accretion, and amortization
292,285
269,517
716,309
Total operating expenses
1,472,353
1,243,871
1,787,925
Operating income
1,342,786
1,435,763
923,659
Other income (expense):
Interest income
31,676
41,962
18,305
Interest expense
( 467,910 )
( 399,778 )
( 400,373 )
Non-cash interest expense
( 8,857 )
( 27,661 )
( 35,868 )
Amortization of deferred financing fees
( 21,866 )
( 21,265 )
( 20,273 )
Loss from extinguishment of debt, net
—
( 5,940 )
—
Other income (expense), net
366,209
( 250,415 )
63,053
Total other expense, net
( 100,748 )
( 663,097 )
( 375,156 )
Income before income taxes
1,242,038
772,666
548,503
Provision for income taxes
( 187,582 )
( 23,989 )
( 51,088 )
Net income
1,054,456
748,677
497,415
Net (income) loss attributable to noncontrolling interests
( 824 )
859
4,397
Net income attributable to SBA Communications
Corporation
$
1,053,632
$
749,536
$
501,812
Net income per common share attributable to SBA
Communications Corporation:
Basic
$
9.83
$
6.96
$
4.64
Diluted
$
9.80
$
6.94
$
4.61
Weighted-average number of common shares
Basic
107,207
107,644
108,204
Diluted
107,533
108,080
108,907
The accompanying notes are an integral part of these consolidated financial statements.
F- 4
Table of Contents
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
For the year ended December 31,
2025
2024
2023
Net income
$
1,054,456
$
748,677
$
497,415
Adjustments related to interest rate swaps
( 51,836 )
( 617 )
( 68,133 )
Foreign currency translation adjustments
147,929
( 143,847 )
42,546
Comprehensive income
1,150,549
604,213
471,828
Comprehensive (income) loss attributable to noncontrolling interests
( 735 )
241
5,296
Comprehensive income attributable to SBA
Communications Corporation
$
1,149,814
$
604,454
$
477,124
The accompanying notes are an integral part of these consolidated financial statements.
F- 5
Table of Contents
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT
(in thousands)
Accumulated
Class A
Additional
Other
Total
Common Stock
Paid-In
Accumulated
Comprehensive
Shareholders'
Shares
Amount
Capital
Deficit
Loss, Net
Deficit
BALANCE, December 31, 2022
107,997
$
1,080
$
2,795,176
$
( 7,482,061 )
$
( 590,510 )
$
( 5,276,315 )
Net income attributable to SBA
Communications Corporation
—
—
—
501,812
—
501,812
Common stock issued in connection with equity
awards and stock purchase plans, offset
by the impact of net share settlements
558
5
16,710
—
—
16,715
Non-cash stock compensation
—
—
89,582
—
—
89,582
Adjustments related to interest rate swaps
—
—
—
—
( 68,133 )
( 68,133 )
Repurchase and retirement of common stock
( 505 )
( 5 )
—
( 100,005 )
—
( 100,010 )
Foreign currency translation adjustments
attributable to SBA Communications
Corporation
—
—
—
—
43,445
43,445
Dividends and dividend equivalents
on common stock
—
—
—
( 370,570 )
—
( 370,570 )
Adjustment to redemption amount related to
noncontrolling interests
—
—
( 7,408 )
—
—
( 7,408 )
BALANCE, December 31, 2023
108,050
1,080
2,894,060
( 7,450,824 )
( 615,198 )
( 5,170,882 )
Net income attributable to SBA
Communications Corporation
—
—
—
749,536
—
749,536
Common stock issued in connection with equity
awards and stock purchase plans, offset
by the impact of net share settlements
446
5
17,130
—
—
17,135
Non-cash stock compensation
—
—
75,996
—
—
75,996
Adjustments related to interest rate swaps
—
—
—
—
( 617 )
( 617 )
Repurchase and retirement of common stock
( 935 )
( 9 )
—
( 200,010 )
—
( 200,019 )
Foreign currency translation adjustments
attributable to SBA Communications
Corporation
—
—
—
—
( 144,465 )
( 144,465 )
Dividends and dividend equivalents
on common stock
—
—
—
( 424,891 )
—
( 424,891 )
Adjustment to redemption amount related to
noncontrolling interests
—
—
( 11,731 )
—
—
( 11,731 )
BALANCE, December 31, 2024
107,561
1,076
2,975,455
( 7,326,189 )
( 760,280 )
( 5,109,938 )
Net income attributable to SBA
Communications Corporation
—
—
—
1,053,632
—
1,053,632
Common stock issued in connection with equity
awards and stock purchase plans, offset
by the impact of net share settlements
585
6
30,041
—
—
30,047
Non-cash stock compensation
—
—
77,180
—
—
77,180
Adjustments related to interest rate swaps
—
—
—
—
( 51,836 )
( 51,836 )
Repurchase and retirement of common stock
( 2,480 )
( 25 )
—
( 497,780 )
—
( 497,805 )
Foreign currency translation adjustments
attributable to SBA Communications
Corporation
—
—
—
—
148,018
148,018
Dividends and dividend equivalents
on common stock
—
—
—
( 479,568 )
—
( 479,568 )
Adjustment to redemption amount related to
noncontrolling interests
—
—
( 23,249 )
—
—
( 23,249 )
BALANCE, December 31, 2025
105,666
$
1,057
$
3,059,427
$
( 7,249,905 )
$
( 664,098 )
$
( 4,853,519 )
The accompanying notes are an integral part of these consolidated financial statements.
F- 6
Table of Contents
SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
For the year ended December 31,
2025
2024
2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$
1,054,456
$
748,677
$
497,415
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, accretion, and amortization
292,285
269,517
716,309
Non-cash asset impairment and decommission costs
174,085
91,279
154,947
Non-cash compensation expense
75,734
74,374
87,919
(Gain) loss on remeasurement of U.S. denominated intercompany loans
( 119,925 )
236,467
( 81,222 )
Loss from extinguishment of debt, net
—
5,940
—
Deferred income tax expense (benefit)
104,451
( 13,087 )
4,629
Non-cash interest expense
8,857
27,661
35,868
Amortization of deferred financing fees
21,866
21,265
20,273
(Gain) loss on sale of assets
( 208,399 )
710
7,617
Other non-cash items reflected in the Statements of Operations
67,544
15,119
36,168
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable and costs and estimated earnings in excess of
billings on uncompleted contracts, net
( 56,247 )
18,109
44,386
Prepaid expenses and other assets
( 73,430 )
( 19,480 )
( 35,498 )
Operating lease right-of-use assets, net
129,935
127,182
141,114
Accounts payable and accrued expenses
( 17,516 )
( 4,402 )
( 66,324 )
Long-term lease liabilities
( 129,586 )
( 141,214 )
( 138,699 )
Other liabilities
( 32,782 )
( 123,251 )
119,491
Net cash provided by operating activities
1,291,328
1,334,866
1,544,393
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions
( 1,058,828 )
( 299,811 )
( 129,961 )
Capital expenditures
( 224,819 )
( 228,149 )
( 236,698 )
Purchase of investments
( 1,166,312 )
( 1,800,683 )
( 1,339,026 )
Proceeds from sale of investments
1,404,262
1,536,750
1,338,354
Repayment (funding) of loan to unconsolidated joint venture
115,000
( 11,100 )
( 100,494 )
Proceeds from sale of assets
330,650
333
3,718
Other investing activities
( 1,782 )
( 6,650 )
( 4,139 )
Net cash used in investing activities
( 601,829 )
( 809,310 )
( 468,246 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under Revolving Credit Facility
695,000
370,000
190,000
Repayments under Revolving Credit Facility
( 220,000 )
( 550,000 )
( 730,000 )
Proceeds from issuance of Term Loans, net of fees
—
2,280,565
—
Repayment of Term Loans
( 23,000 )
( 2,292,244 )
( 24,000 )
Proceeds from issuance of Tower Securities, net of fees
—
2,052,136
—
Repayment of Tower Securities
( 1,165,000 )
( 620,269 )
—
Repurchase and retirement of common stock
( 497,805 )
( 200,019 )
( 100,010 )
Payment of dividends on common stock
( 479,012 )
( 424,191 )
( 369,960 )
Proceeds from employee stock purchase/stock option plans
55,554
35,986
44,196
Payments related to taxes on stock options and restricted stock units
( 25,507 )
( 18,801 )
( 27,481 )
Other financing activities
( 3,805 )
12,579
37
Net cash (used in) provided by financing activities
( 1,663,575 )
645,742
( 1,017,218 )
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
10,440
( 21,587 )
2,734
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
( 963,636 )
1,149,711
61,663
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH:
Beginning of year
1,400,657
250,946
189,283
End of year
$
437,021
$
1,400,657
$
250,946
(continued)
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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
For the year ended December 31,
2025
2024
2023
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest
$
467,404
$
395,112
$
396,593
Income taxes
$
52,775
$
42,415
$
25,581
SUPPLEMENTAL CASH FLOW INFORMATION OF NON-CASH
ACTIVITIES:
Right-of-use assets obtained in exchange for new operating lease liabilities
$
217,879
$
59,189
$
55,409
Operating lease modifications and reassessments
$
159,956
$
268,531
$
( 36,539 )
Right-of-use assets obtained in exchange for new finance lease liabilities
$
6,486
$
336
$
1,954
The accompanying notes are an integral part of these consolidated financial statements.
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SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL
SBA Communications Corporation (the “Company” or “SBAC”) was incorporated in the State of Florida in March 1997. The Company is a holding company that holds all of the outstanding capital stock of SBA Telecommunications, LLC (“Telecommunications”). Telecommunications is a holding company that holds the outstanding capital stock of SBA Senior Finance, LLC (“SBA Senior Finance”), and other operating subsidiaries which are not a party to any loan agreement. SBA Senior Finance is a holding company that holds, directly or indirectly, the equity interest in certain subsidiaries that issued the Tower Securities (see Note 11) and certain subsidiaries that were not involved in the issuance of the Tower Securities. With respect to the subsidiaries involved in the issuance of the Tower Securities, SBA Senior Finance is the sole member of SBA Holdings, LLC and SBA Depositor, LLC. SBA Holdings, LLC is the sole member of SBA Guarantor, LLC. SBA Guarantor, LLC directly or indirectly holds all of the capital stock of the companies referred to as the “Borrowers” under the Tower Securities. With respect to subsidiaries not involved in the issuance of the Tower Securities, SBA Senior Finance holds all of the membership interests in SBA Senior Finance II, LLC (“SBA Senior Finance II”) and certain non-operating subsidiaries. SBA Senior Finance II holds, directly or indirectly, all the capital stock of certain international subsidiaries and certain other tower companies (known as “Tower Companies”). SBA Senior Finance II also holds, directly or indirectly, all the capital stock and/or membership interests of certain other subsidiaries involved in providing services, including SBA Network Services, LLC (“Network Services”) as well as SBA Network Management, Inc. (“Network Management”) which manages and administers the operations of the Borrowers.
As of December 31, 2025, the Company owned and operated wireless towers in the United States and its territories. In addition, the Company owned towers in Brazil, Chile, Costa Rica, Ecuador, El Salvador, Guatemala, Honduras, Nicaragua, Panama, Peru, South Africa, and Tanzania . Space on these towers is leased primarily to wireless service providers. During the year ended December 31, 2025, the Company sold all of its towers and ended operations in both the Philippines and Colombia and sold substantially all of its operations in Canada. As of December 31, 2025, the Company owned and operated 46,328 towers of which 17,394 are domestic and 28,934 are international, of which 12,489 and 4,535 are located in Brazil and Guatemala, respectively.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial statements is as follows:
Principles of Consolidation
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the Company and its majority and wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
Reclassification
Certain prior year amounts have been reclassified to conform with the current year presentation.
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The significant estimates made by management relate to the allowance for doubtful accounts, the costs and revenue relating to the Company’s construction contracts, stock-based compensation assumptions, valuation allowance related to deferred tax assets, fair value of long-lived assets, the useful lives of towers and intangible assets, anticipated property tax assessments, incremental borrowing rate for lease accounting, fair value of investments, asset retirement obligations, uncertain tax positions, and accounting for acquisitions of assets. Management develops estimates based on historical experience and on various assumptions about the future that are believed to be reasonable based on the information available. These estimates ultimately may differ from actual results and such differences could be material.
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Cash and Cash Equivalents
Cash and cash equivalents consist primarily of cash in banks, commercial paper, highly liquid short-term investments, and other marketable securities with an original maturity of three months or less at the time of purchase. These investments are carried at cost, which approximates fair value.
Restricted Cash
The Company classifies all cash pledged as collateral to secure certain obligations and all cash whose use is limited as restricted cash. This includes cash held in escrow to fund certain reserve accounts relating to the Tower Securities as well as for payment and performance bonds and surety bonds issued for the benefit of the Company in the ordinary course of business, as well as collateral associated with workers’ compensation plans. Restricted cash also includes cash held by a qualified intermediary (“QI”) as part of the Company’s intent to carry out a like-kind exchange transaction in accordance with Section 1031 of the Internal Revenue Code, as amended (see Note 4).
Investments
Investment securities with original maturities of more than three months but less than one year at time of purchase are considered short-term investments and are classified in prepaid expenses and other current assets on the accompanying Consolidated Balance Sheets. The Company’s short-term investments primarily consist of money market funds . Investment securities with maturities of more than a year are considered long-term investments and are classified in other assets on the accompanying Consolidated Balance Sheets. Long-term investments consist of strategic investments in companies and are accounted for under the cost and equity method. Gross purchases and proceeds from sales of the Company’s investments are presented within Cash flows from investing activities on the Company’s Consolidated Statements of Cash Flows. During the years ended December 31, 2025 and 2024, no gain or loss was recorded related to the sale or maturity of investments.
Property and Equipment
Property and equipment are recorded at cost or at estimated fair value (in the case of acquired properties), adjusted for asset impairment and estimated asset retirement obligations. Costs for self-constructed towers include direct materials and labor, indirect costs, and capitalized interest. Approximately $ 0.7 million, $ 0.8 million, and $ 0.9 million of interest cost was capitalized in 2025, 2024 and 2023, respectively.
Depreciation on towers and related components is provided using the straight-line method over the estimated useful lives, not to exceed the minimum lease term of the underlying ground lease after consideration of residual value. To determine the lease term, the Company considers all renewal periods that are reasonably certain to be exercised, taking into consideration all economic factors, including the communications site’s estimated economic life and the respective lease terms of the Company’s tenants under the existing lease arrangements on such site. Leasehold improvements are amortized on a straight-line basis over the shorter of the useful life of the improvement or the minimum lease term of the lease. For all other property and equipment, depreciation is provided using the straight-line method over the estimated useful lives.
The Company performs ongoing evaluations of the estimated useful lives of its property and equipment for depreciation purposes. The estimated useful lives are determined and continually evaluated based on the period over which services are expected to be rendered by the asset. Property and equipment under capital leases are amortized on a straight-line basis over the term of the lease, after consideration of residual value, or the remaining estimated life of the leased property, whichever is shorter, and the related amortization is included in depreciation expense. Expenditures for maintenance and repair are expensed as incurred.
Asset classes and related estimated useful lives are as follows:
Towers and related components
3 - 30 years
Furniture, equipment, and vehicles
2 - 7 years
Data Centers, buildings, and leasehold improvements
10 - 40 years
Betterments, improvements, and significant repairs, which increase the value or extend the life of an asset, are capitalized and depreciated over the estimated useful life of the respective asset. Changes in an asset’s estimated useful life are accounted for prospectively, with the book value of the asset at the time of the change being depreciated over the revised remaining useful life. There has been no material impact for changes in estimated useful lives for any years presented other than the change of the useful lives of the Company’s towers from 15 years to 30 years effective January 1, 2024.
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Deferred Financing Fees
Financing fees related to the issuance of debt have been deferred and are being amortized using the effective interest rate method over the expected duration of the related indebtedness (see Note 11). For all of the Company’s debt, except for the Revolving Credit Facility where the debt issuance costs are being presented as an asset on the accompanying Consolidated Balance Sheets, debt issuance costs are presented on the balance sheet as a direct deduction from the related debt liability rather than as an asset.
Intangible Assets
The Company classifies as intangible assets the fair value of current leases in place at the acquisition date of towers and related intangible assets (referred to as the “Current contract intangibles”), and the fair value of future tenant leases anticipated to be added to the acquired towers (referred to as the “Network location intangibles”). These intangibles are estimated to have a useful life consistent with the useful life of the related tower assets, which is typically 30 years. For all intangible assets, amortization is provided using the straight-line method over the estimated useful lives as the benefit associated with these intangible assets is anticipated to be derived evenly over the life of the asset.
Impairment of Long-Lived Assets
The Company evaluates its individual long-lived and related assets with finite lives for indicators of impairment to determine when an impairment analysis should be performed. The Company evaluates its tower and related assets at the tower level, which is the lowest level for which identifiable cash flows exists. The Company evaluates its Network location intangibles for impairment at the tower leasing business level. The Company has established a policy to at least annually, or earlier if indicators of impairment arise, evaluate its tower assets and Current contract and Network location intangibles for impairment.
The Company performs its evaluation for impairment by first calculating the future undiscounted cash flows of its investments in towers and related assets and comparing those amounts to the carrying value of the assets. If the future undiscounted cash flows are lower than the carrying value of the investment in the tower and related assets, the Company calculates the future discounted cash flows and compares those amounts to the carrying value. The Company records an impairment charge for any amounts lower than the carrying value. Estimates and assumptions inherent in the impairment evaluation include, but are not limited to, general market and economic conditions, historical operating results, geographic location, lease-up potential, and expected timing of lease-up. In addition, the Company makes certain assumptions in determining an asset’s fair value for the purpose of calculating the amount of an impairment charge.
The Company recognized impairment charges of $ 184.2 million, $ 107.9 million, and $ 169.4 million for the years ended December 31, 2025, 2024 and 2023, respectively. Refer to Note 3 for further detail of these amounts.
Fair Value Measurements
The Company determines the fair market values of its financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following three levels of inputs may be used to measure fair value:
Level 1
Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2
Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
Revenue Recognition and Accounts Receivable
Site leasing revenues
Revenue from site leasing is recognized on a straight-line basis over the non-cancelable term of the related lease agreements. Receivables recorded related to the straight-line impact of site leases are reflected in other assets on the Consolidated Balance Sheets. Rental amounts received in advance are recorded as deferred revenue on the Consolidated Balance Sheets. Revenues from site leasing
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represent 91 % of the Company’s total revenues for the year ended December 31, 2025. For additional information on tenant leases, refer to the Leases section below.
Site development revenues
Site development projects in which the Company performs consulting services include contracts on a fixed price basis that are billed at contractual rates. Revenue is recognized over time based on milestones achieved, which are determined based on costs incurred. Amounts billed in advance (collected or uncollected) are recorded as deferred revenue on the Consolidated Balance Sheets.
Revenue from construction projects is recognized over time, determined by the percentage of cost incurred to date compared to management’s estimated total cost for each contract. This method is used because management considers total cost to be the best available measure of progress on the contracts. These amounts are based on estimates, and the uncertainty inherent in the estimates initially is reduced as work on the contracts nears completion. Refer to Note 5 for further detail of costs and estimated earnings in excess of billings on uncompleted contracts. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined to be probable.
The site development segment represents approximately 9 % of the Company’s total revenues for the year ended December 31, 2025. The Company accounts for site development revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers . Payment terms do not result in any significant financing arrangements. Furthermore, these contracts do not typically include variable consideration; therefore, the transaction price that is recognized over time is generally the amount of the total contract.
Accounts receivable
The accounts receivable balance was $ 171.3 million and $ 145.7 million as of December 31, 2025 and 2024, respectively, of which $ 48.3 million and $ 26.4 million related to the site development segment as of December 31, 2025 and 2024, respectively. Refer to Note 15 for further detail of the site development segment.
Credit Losses
The Company’s expected credit loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions, and a review of the current status of customers’ trade accounts receivables. Due to the short-term nature of such receivables, the estimate of the amount of accounts receivable that may not be collected considers aging of the accounts receivable balances and the financial condition of customers. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. The Company’s monitoring activities include timely account reconciliation, dispute resolution, payment confirmation, consideration of customers’ financial condition, and macroeconomic conditions. Balances are written off when determined to be uncollectible. The Company is exposed to credit losses primarily through the site development business segment which provides consulting and construction related services.
The following is a rollforward of the allowance for doubtful accounts for the Company’s site leasing and site development businesses:
For the year ended December 31,
2025
2024
2023
(in thousands)
Beginning balance
$
14,687
$
12,838
$
9,166
Provision for doubtful accounts
9,371
3,680
3,731
Write-offs
( 6,060 )
( 637 )
( 220 )
Currency translation adjustment
786
( 1,194 )
161
Ending balance
$
18,784
$
14,687
$
12,838
Cost of Revenue
Cost of site leasing revenue includes ground lease rent, property taxes, amortization of deferred lease costs, maintenance, fuel, energy, and other tower operating expenses. Cost of site development revenue includes the cost of materials, salaries, and labor costs, including payroll taxes, subcontract labor, vehicle expense, and other costs directly and indirectly related to the projects. All costs related to site development projects are recognized as incurred.
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Income Taxes
The Company recognizes deferred tax assets and liabilities for the estimated future tax consequences attributable to differences between the financial reporting and tax bases of existing assets and liabilities. Deferred tax assets and liabilities are measured using tax rates in effect for the year in which the temporary differences are expected to reverse. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is "more-likely-than-not" that those assets will not be realized. The Company considers many factors when assessing the likelihood of future realization, including the Company’s recent cumulative earnings by taxing jurisdiction, expectations of future taxable income, prudent and feasible tax planning strategies that are available, the carryforward periods available to the Company for tax reporting purposes and other relevant factors.
The Company began operating as a REIT for federal income tax purposes effective January 1, 2016. As a REIT, the Company generally is not subject to corporate level federal income tax on taxable income it distributes to its stockholders as long as it meets the organizational and operational requirements under the REIT rules. However, certain subsidiaries have made an election with the IRS to be treated as a taxable REIT subsidiary (“TRS”) in conjunction with the Company's REIT election. The TRS elections permit the Company to engage in certain business activities in which the REIT may not engage directly, so long as these activities are conducted in entities that elect to be treated as TRSs under the Code. A TRS is subject to federal and state income taxes on the income from these activities. Additionally, the Company has included in TRSs the Company’s tower operations in most foreign jurisdictions; however, the REIT holds selected tower assets in certain foreign jurisdictions. Those operations will continue to be subject to foreign taxes in the jurisdiction in which such assets and operations are located regardless of whether they are included in a TRS.
The Company will continue to file separate federal tax returns for the REIT and TRS for the year ended December 31, 2025. The REIT had taxable income during the year ended December 31, 2025 and paid a dividend and utilized net operating losses (“NOLs”) to offset its remaining 2025 distribution requirement. Some of the Company’s TRSs generated NOLs which will be carried forward to use in future years. A portion of the deferred tax asset generated by the NOLs are reserved by a valuation allowance.
Stock-Based Compensation
The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors, including restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”), stock options, and purchases under the Company’s employee stock purchase plans. The Company records compensation expense for RSUs, PSUs, and stock options on a straight-line basis over the vesting period; however, compensation expense related to certain PSUs are subject to adjustment on performance relative to the established targets. Compensation expense for RSUs and PSUs is based on the fair market value of the units awarded at the date of the grant. Fair value for a portion of the PSUs was calculated using a Monte Carlo simulation model. Compensation expense for stock options is based on the estimated fair value of the options on the date of the grant using the Black-Scholes option-pricing model.
Asset Retirement Obligations
The Company has entered into ground leases for the land underlying the majority of the Company’s towers. A majority of these leases require the Company to remove improvements only or restore land interests to their original condition upon termination of the ground lease.
In determining the measurement of the asset retirement obligations, the Company considered the nature and scope of the contractual restoration obligations contained in the Company’s ground leases, the historical retirement experience as an indicator of future restoration probabilities, intent in renewing existing ground leases through lease termination dates, current and future value, timing of estimated restoration costs, and the credit adjusted risk-free rate used to discount future obligations.
The Company recognizes asset retirement obligations in the period in which they are incurred, if a reasonable estimate of a fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the related tower fixed assets, and over time, the liability is accreted to its present value each period and the capitalized cost is depreciated over the estimated useful life of the tower. As of December 31, 2025 and 2024, the asset retirement obligation was $ 152.6 million and $ 140.9 million, respectively, and is included in other long-term liabilities on the Consolidated Balance Sheets. Upon settlement of the obligations, any difference between the cost to retire an asset and the recorded liability is recorded in Asset impairment and decommission costs on the Consolidated Statements of Operations.
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Comprehensive Income
Comprehensive income is defined as the change in equity (net assets) of a business enterprise during a period from transactions and other events and circumstances from non-owner sources, and is comprised of net income, foreign currency translation adjustments, and adjustments related to interest rate swaps designated as cash flow hedges.
Foreign Currency Translation
All assets and liabilities of foreign subsidiaries that do not utilize the U.S. dollar as its functional currency are translated at period-end exchange rates, while revenues and expenses are translated at monthly average exchange rates during the year. Unrealized translation gains and losses are reported as foreign currency translation adjustments through Accumulated other comprehensive loss, net in the Consolidated Statements of Shareholders’ Deficit.
For foreign subsidiaries where the U.S. dollar is the functional currency, monetary assets and liabilities of such subsidiaries, which are not denominated in U.S. dollars, are remeasured at exchange rates in effect at the balance sheet date, and revenues and expenses are remeasured at monthly average rates prevailing during the year. Remeasurement gains and losses are reported as Other income (expense), net in the Consolidated Statements of Operations.
Intercompany Loans Subject to Remeasurement
In accordance with ASC 830, Foreign Currency Matters , the Company remeasures foreign denominated intercompany loans with the corresponding change in the balance being recorded in Other income (expense), net in the Consolidated Statements of Operations as settlement is anticipated or planned in the foreseeable future. The Company recorded an $ 81.6 million gain, a $ 156.8 million loss, and a $ 52.4 million gain, net of taxes, on the remeasurement of intercompany loans for the years ended December 31, 2025, 2024, and 2023, respectively. During the year ended December 31, 2025, the Company repaid $ 205.0 million under its intercompany loan agreements. As of December 31, 2025 and 2024, the aggregate amount outstanding under the intercompany loan agreements subject to remeasurement with the Company’s foreign subsidiaries was $ 0.9 billion and $ 1.1 billion, respectively . Subsequent to December 31, 2025, the Company made no repayments under its intercompany loan agreements.
Acquisitions
The Company’s acquisitions generally qualify for asset acquisition treatment under ASC 360, Property, Plant, and Equipment , rather than business combination treatment under ASC 805, Business Combinations . For acquisitions, the aggregate purchase price is allocated on a relative fair value basis to towers and related intangible assets. The fair values of these net assets acquired are based on management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. The fair value estimates are based on available historical information and on future expectations and assumptions deemed reasonable by management at the time. If the actual results differ from the estimates and judgments used in these fair values, the amounts recorded in the consolidated financial statements could be subject to a possible impairment of the towers and related assets or require acceleration of the amortization expense of towers and related assets in subsequent periods. External, direct transaction costs will be capitalized as a component of the cost of the asset acquired. The Company will continue to expense internal acquisition costs as incurred. For business combinations, the estimates of the fair value of the assets acquired and liabilities assumed at the date of an acquisition are subject to adjustment during the measurement period (up to one year from the particular acquisition date). During the measurement period, the Company will adjust assets and/or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in a revised estimated value of those assets and/or liabilities as of that date. As of December 31, 2025, there were no acquisitions with purchase price allocations that were preliminary.
In connection with certain acquisitions, the Company may agree to pay contingent consideration (or earnouts) in cash or stock if the communication sites or businesses that are acquired meet or exceed certain performance targets over a period of generally one year to three years after they have been acquire d. Contingent consideration in connection with asset acquisitions will be recognized at the time when the contingency is resolved or becomes payable and will increase the cost basis of the assets acquired.
Leases
ASC 842, Leases , requires all lessees to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments and any prepaid rent amounts. The Company has elected not to separate nonlease components from the associated lease component for all underlying classes of assets.
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Table of Contents
The components of the right-of-use lease liabilities as of December 31, 2025 and 2024 are as follows:
December 31,
December 31,
2025
2024
(in thousands)
Current operating lease liabilities
$
297,115
$
259,765
Current financing lease liabilities
2,489
1,252
Current lease liabilities
$
299,604
$
261,017
Long-term operating lease liabilities
$
2,114,777
$
1,901,554
Long-term financing lease liabilities
4,481
1,885
Long-term lease liabilities
$
2,119,258
$
1,903,439
Operating Leases
Ground leases. The Company enters into long-term lease contracts for land that underlies its tower structures. Ground lease agreements generally include renewal options which can be exercised exclusively at the Company’s election. To determine the lease term, the Company considers all renewal periods that are reasonably certain to be exercised, taking into consideration all economic factors, including the communications site’s estimated economic life and the respective lease terms of the Company’s tenants under the existing lease arrangements on such site.
Substantially all leases provide for rent rate escalations. In the United States and the Company’s international markets, ground leases and other property interests typically either (1) contain specific annual rent escalators or (2) escalate annually in accordance with an inflationary index. Increases or decreases in lease payments that result from subsequent changes in the index or rate are accounted for as variable lease payments.
Office leases. The Company’s office leases consist of long-term leases for international, regional, and certain site development office locations. Office leases include a single lease component, lease of the office space, and may include additional nonlease components such as common area maintenance expenses. The lease terms for the Company’s office leases are generally considered to be the contractually committed term.
Finance Leases
Vehicle leases. The Company leases vehicles that are used in its site development business. These leases are generally accounted for as financing leases and have lease terms that are contractually committed and do not include optional renewal terms.
Acquired right-of-use assets. In connection with certain acquisitions, the Company may acquire the exclusive right to lease and operate communication sites for a period that represents (1) a major part of the remaining economic life of the underlying assets and/or (2) the purchase price represents substantially all of the fair value of the underlying assets. The Company accounts for these arrangements as financing leases. Payments associated with the right-of-use of these assets are typically fully funded at the acquisition date and will be recognized over the respective lease term. The right-of-use assets related to these transactions are recorded in Acquired and other right-of-use assets, net on the Consolidated Balance Sheets.
Discount Rate
When available, the Company uses the rate implicit in the lease to discount lease payments to present value. However, the Company’s ground leases generally do not provide a readily determinable implicit rate. Therefore, the Company estimates the incremental borrowing rate to discount lease payments based on information available at lease commencement or upon a modification. The Company uses publicly available data for instruments with similar characteristics when calculating its incremental borrowing rates.
Lease Cost
Variable lease payments include escalations based on an inflationary index and are initially recognized using the prevailing index at the date of initial measurement or upon reassessment of the lease term. Subsequent changes in standard cost of living increases are recognized as variable lease costs. Variable lease payments also include contingent rent provisions.
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The components of lease cost, lease term, and discount rate as of December 31, 2025 and 2024 are as follows:
For the year ended December 31,
2025
2024
(in thousands)
Amortization of acquired and other right-of-use assets
$
37,975
$
38,771
Interest on finance lease liabilities
275
177
Total finance lease cost
38,250
38,948
Operating lease cost
293,272
278,443
Variable lease cost
67,589
60,732
Total lease cost
$
399,111
$
378,123
Weighted-Average Remaining Lease Term as of 2025 and 2024:
Operating leases
16.0 years
15.8 years
Finance leases
48.5 years
50.9 years
Weighted-Average Discount Rate as of 2025 and 2024:
Operating leases
6.9 %
6.6 %
Finance leases
5.5 %
4.9 %
For the year ended December 31,
Other information:
2025
2024
Cash paid for amounts included in measurement of lease liabilities:
(in thousands)
Cash flows from operating leases
$
282,477
$
277,560
Cash flows from finance leases
$
2,653
$
2,046
Tenant Leases
The Company enters into long-term lease contracts with wireless service providers to lease antenna space on towers that it owns or operates. Each tenant lease relates to the lease or use of space at an individual site. Tenant leases are generally for an initial term of five years to fifteen years with multiple renewal periods, which are at the option of the tenant. Tenant leases typically (1) contain specific annual rent escalators, (2) escalate annually in accordance with an inflationary index, or (3) escalate using a combination of fixed and inflation adjusted escalators, including the renewal option periods.
Tenant lease agreements generally include renewal options which can be exercised exclusively at the tenant’s election. The only common exception is if the Company no longer has a right to the ground underlying the site, the lease agreements permit the Company to terminate the lease. Despite high frequency of renewal of options to extend the lease by its tenants, the Company has concluded that the exercise of a renewal option by a tenant is generally not a reasonably certain occurrence; therefore, only the current committed term is included in the determination of the lease term.
Certain tenant leases provide for a reimbursement of costs incurred by the Company. The Company pays these costs directly and is not relieved of the primary obligation for the expenses. These reimbursements are recorded as revenue on the Statements of Operations.
Deferred Lease Costs
ASC 842, Leases , defines initial direct costs as incremental costs that would not have been incurred if the lease had not been obtained. These costs, including commissions paid related to the origination of specific tenant leases, are deferred and amortized over the remaining lease term. Initial direct costs were approximately $ 3.0 million, $ 2.1 million, and $ 3.2 million for the years ended December 31, 2025, 2024, and 2023, respectively. Amortization expense related to deferred initial direct costs was $ 2.1 million, $ 1.9 million, and $ 2.3 million for the years ended December 31, 2025, 2024, and 2023, respectively. As of December 31, 2025 and 2024, unamortized deferred initial direct costs were $ 10.0 million and $ 8.8 million, respectively, and are included in Other assets on the Consolidated Balance Sheets.
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Derivatives and Hedging Activities
The Company enters into interest rate swaps to hedge the future interest expense from variable rate debt and reduce the Company’s exposure to fluctuations in interest rates. At inception, the Company evaluates the interest rate swaps to determine whether they qualify for hedge accounting. In accordance with ASC 815, Derivatives and Hedging , hedge accounting should be provided only if the derivative hedging instrument is expected to be, and actually is, effective at offsetting changes in fair values or cash flows of the hedged item. The effective portion of the gain or loss is recorded in Accumulated other comprehensive loss, net on the Consolidated Balance Sheets. The ineffective portion of the gain or loss from the interest rate swap is recognized in earnings immediately. On a quarterly basis, the Company evaluates whether the cash flow hedge remains highly effective in offsetting changes in cash flows. Refer to Note 21 for further discussion of the interest rate swaps .
Accounting Standards Updates
Recently Adopted Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , requiring public business entities to provide improved income tax disclosures on an annual basis, primarily through enhanced disclosures related to rate reconciliation and income taxes paid information. The Company has elected to prospectively adopt the standard effective January 1, 2025. Refer to Note 14 for the Company’s Income Tax disclosures.
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , requiring improved expense disclosures, in the notes to the financial statements, of public business entities to provide more detailed information about certain costs and expenses. The standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effect of this standard on its consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software , modernizing the accounting for costs related to internal-use software. The standard removed the development stage model and requires entities to begin capitalizing software costs when management authorizes and commits to funding the software project and when it is probable that the project will be completed and the software will be used for its intended purposes. The standard is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company has elected to adopt the standard as of January 1, 2026. The Company does not expect that the adoption will have a material impact on its consolidated financial statements and related disclosures.
3. FAIR VALUE MEASUREMENTS
Items Measured at Fair Value on a Recurring Basis — The Company’s asset retirement obligations are measured at fair value on a recurring basis using Level 3 inputs and are recorded in Other long-term liabilities in the Consolidated Balance Sheets. The fair value of the asset retirement obligations is calculated using a discounted cash flow model.
Refer to Note 20 for discussion of the Company’s redeemable noncontrolling interests.
Items Measured at Fair Value on a Nonrecurring Basis — The Company estimates the fair value of assets subject to impairment using a discounted cash flow ("DCF") (Level 3 input) analysis. Determining fair value requires the exercise of significant judgments, including the amount and timing of expected future cash flows, long-term growth rates, discount rates and relevant comparable earnings and trading multiples. The cash flows employed in the DCF analysis are based on estimates of future revenues, earnings, and cash flows after considering factors such as tower location demographics, timing of additions of new tenants, lease rates, rate and term of renewal, attrition, ongoing cash requirements, and market multiples. Each of the assumptions are applied based on the specific facts and circumstances of the identified assets at the lowest level of identifiable cash flows. The DCF analysis used an average discount rate ranging from 7.1 %- 8.0 %.
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Asset impairment and decommission costs for all periods presented and the related impaired assets primarily relate to the Company’s site leasing operating segment. The following summarizes the activity of asset impairment and decommission costs:
For the year
ended December 31,
2025
2024
2023
(in thousands)
Asset impairment (1)
$
173,658
$
73,848
$
139,466
Write-off of carrying value of decommissioned towers
1,915
15,452
12,015
Other (including tower and equipment decommission costs)
8,592
18,625
17,906
Total asset impairment and decommission costs
$
184,165
$
107,925
$
169,387
(1) Represents impairment charges resulting from the Company’s regular analysis of whether the anticipated future cash flows from certain towers are sufficient to recover the carrying value of the investment in those towers.
The Company’s long-term investments were $ 21.1 million and $ 20.8 million as of December 31, 2025 and 2024, respectively, and are recorded in Other assets on the Consolidated Balance Sheets. The estimation of the fair value of the investment involves the use of Level 3 inputs. The Company evaluates these investments for indicators of impairment. The Company considers impairment indicators such as negative changes in industry and market conditions, financial performance, business prospects, and other relevant events and factors. If indicators exist and the fair value of the investment is less than the carrying amount, an impairment charge will be recorded. The Company did not recognize any impairment loss associated with its investments during the years ended December 31, 2025 and 2024. During the year ended December 31, 2023, the Company recognized an impairment loss of $ 4.7 million associated with its investments.
Fair Value of Financial Instruments — The carrying values of cash and cash equivalents, accounts receivable, restricted cash, accounts payable, and short-term investments approximate their estimated fair values due to the short maturity of these instruments. The Company’s estimate of its short-term investments is based primarily upon Level 1 reported market values. As of December 31, 2025 and 2024, the Company had $ 6.6 million and $ 254.5 million of short-term investments, respectively. The Company purchased $ 1.2 billion, $ 1.8 billion, and $ 1.3 billion of short-term investments during the years ended December 31, 2025, 2024, and 2023, respectively. The Company sold $ 1.4 billion, $ 1.5 billion, and $ 1.3 billion of short-term investments during the years ended December 31, 2025, 2024, and 2023, respectively.
The Company determines fair value of its debt instruments utilizing various Level 2 sources including quoted prices and indicative quotes (non-binding quotes) from brokers that require judgment to interpret market information including implied credit spreads for similar borrowings on recent trades or bid/ask prices. The fair value of the Revolving Credit Facility is considered to approximate the carrying value because the Company does not believe its credit risk has changed materially from the date the applicable Term SOFR Rate was set for the Revolving Credit Facility ( 112.5 to 150.0 basis points). Refer to Note 11 for the fair values, principal balances, and carrying values of the Company’s debt instruments.
For discussion of the Company’s derivatives and hedging activities, refer to Note 2 and Note 21.
4. CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
The cash, cash equivalents, and restricted cash balances on the Consolidated Statements of Cash Flows consist of the following:
As of
As of
As of
December 31, 2025
December 31, 2024
December 31, 2023
Included on Balance Sheet
(in thousands)
Cash and cash equivalents
$
264,568
$
189,841
$
208,547
Cash and cash equivalents
Securitization escrow accounts
9,175
1,200,025
31,852
Restricted cash - current asset
Payment, performance bonds, and other
158,629
6,628
6,277
Restricted cash - current asset
Surety bonds and workers compensation
4,649
4,163
4,270
Other assets - noncurrent
Total cash, cash equivalents, and restricted cash
$
437,021
$
1,400,657
$
250,946
Pursuant to the terms of the Tower Securities (see Note 11), the Company is required to establish a securitization escrow account, held by the indenture trustee, into which all rents and other sums due on the towers that secure the Tower Securities are directly deposited by the lessees. These restricted cash amounts are used to fund reserve accounts for the payment of (1) debt service costs, (2) ground rents, real estate and personal property taxes, and insurance premiums related to towers, (3) trustee and servicing
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expenses, and (4) management fees. The restricted cash in the securitization escrow account in excess of required reserve balances is subsequently released to the Borrowers (as defined in Note 11) monthly, provided that the Borrowers are in compliance with their debt service coverage ratio and that no event of default has occurred. All monies held by the indenture trustee are classified as restricted cash on the Company’s Consolidated Balance Sheets. Additionally, securitization escrow accounts included $ 1.165 billion held as of December 31, 2024, which was utilized to repay the 2019-1C Tower Securities on January 15, 2025.
Payment and performance bonds relate primarily to collateral requirements for tower construction currently in process by the Company. Other restricted cash include $ 155.8 million of cash held by a QI for the Company’s potential like-kind exchange transaction as of December 31, 2025. Additionally, other restricted cash includes $ 6.4 million and $ 6.1 million held in escrow as of December 31, 2024 and 2023, respectively, related to the Company’s acquisition activities. Cash is pledged as collateral related to surety bonds issued for the benefit of the Company or its affiliates in the ordinary course of business and primarily related to the Company’s tower removal obligations. As of December 31, 2025, 2024, and 2023, the Company had $ 43.3 million, $ 42.5 million, and $ 42.0 million in surety and payment and performance bonds, respectively, for which no collateral was required to be posted. The Company periodically evaluates the collateral posted for its bonds to ensure that it meets the minimum requirements. As of December 31, 2025 and 2024, the Company had pledged $ 2.9 million and $ 2.5 million, respectively, as collateral related to its workers’ compensation policy.
5. COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS
The Company’s costs and estimated earnings on uncompleted contracts are comprised of the following:
As of
As of
December 31, 2025
December 31, 2024
(in thousands)
Costs incurred on uncompleted contracts
$
146,706
$
74,474
Estimated earnings
53,594
31,514
Billings to date
( 179,329 )
( 92,082 )
$
20,971
$
13,906
These amounts are included in the Consolidated Balance Sheets under the following captions:
As of
As of
December 31, 2025
December 31, 2024
(in thousands)
Costs and estimated earnings in excess of billings on uncompleted contracts
$
28,152
$
19,198
Billings in excess of costs and estimated earnings on
uncompleted contracts (included in Other current liabilities)
( 7,181 )
( 5,292 )
$
20,971
$
13,906
At December 31, 2025 and 2024, the two largest customers comprised 95.4 % and 89.0 %, respectively, of the costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings.
6. PREPAID EXPENSES AND OTHER CURRENT ASSETS AND OTHER ASSETS
The Company’s prepaid expenses and other current assets are comprised of the following:
As of
As of
December 31, 2025
December 31, 2024
(in thousands)
Short-term investments
$
6,648
$
254,534
Short-term loans receivable (1)
63,779
115,281
Prepaid real estate taxes
3,815
3,564
Interest receivable
611
4,359
Prepaid insurance
1,778
1,704
Prepaid taxes
26,736
11,496
Prepaid ground rent
3,586
3,638
Other current assets
34,698
22,757
Total prepaid expenses and other current assets
$
141,651
$
417,333
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The Company’s other assets are comprised of the following:
As of
As of
December 31, 2025
December 31, 2024
(in thousands)
Straight-line rent receivable
$
424,627
$
417,572
Interest rate swap asset (2)
6,445
50,589
Loans receivable (1)
3,661
59,326
Deferred lease costs, net
9,967
8,836
Deferred tax asset - long-term
35,716
53,974
Long-term investments
21,053
20,779
Other
150,524
46,021
Total other assets
$
651,993
$
657,097
(1) Short-term loans receivable for the year ended December 31, 2024 include a $ 115.0 million loan to one of the Company’s unconsolidated joint ventures. The total outstanding principal balance of the loan was repaid on March 21, 2025. The funding of the loan and the receipt of funds were recorded in Repayment (funding) of loan to unconsolidated joint venture on the Consolidated Statements of Cash Flows. Short-term loans receivable for the year ended December 31, 2025 include a $ 56.6 million third-party loan that matures in November 2026. This loan was included within Loans receivable for the year ended December 31, 2024.
(2) Refer to Note 21 for more information on the Company’s interest rate swaps.
7 . ACQUISITIONS AND DISPOSALS
The following table summarizes the Company’s acquisition activity:
For the year ended December 31,
2025
2024
2023
Tower acquisitions (number of towers)
7,146
186
91
The following table summarizes the Company’s cash acquisition capital expenditures:
For the year ended December 31,
2025
2024
2023
(in thousands)
Acquisitions of towers and related assets
$
1,009,935
$
243,635
$
86,686
Land buyouts and other assets (1)
48,893
56,176
43,275
Total cash acquisition capital expenditures
$
1,058,828
$
299,811
$
129,961
(1) Excludes $ 12.2 million, $ 24.9 million, and $ 17.6 million spent to extend ground lease terms for the years ended December 31, 2025, 2024, and 2023, respectively. The company recorded these amounts in prepaid expenses and other assets within the changes in operating assets and liability, net of acquisitions section of its Consolidated Statements of Cash Flows.
During the years ended December 31, 2025, 2024, and 2023, the Company acquired 7,146 (including 7,110 towers related to the transaction with Millicom International Cellular S.A. (“Millicom”)), 186 , and 91 towers and related assets and liabilities, respectively. The table below summarizes the Company's acquisition of towers and related assets and liabilities, by asset class:
For the year ended December 31,
2025
2024
2023
(in thousands)
Property and equipment, net
$
595,519
$
28,730
$
18,762
Intangible assets, net
602,202
217,388
66,616
Operating lease right-of-use assets, net
195,417
28,505
15,863
Acquired and other right-of-use assets, net
—
68
3,744
Acquisition related holdbacks
( 2,179 )
( 5,231 )
( 2,541 )
Long-term lease liabilities
( 165,356 )
( 21,399 )
( 13,458 )
Other liabilities assumed, net
( 215,668 )
( 4,426 )
( 2,300 )
Total acquisitions of towers and related assets and liabilities
$
1,009,935
$
243,635
$
86,686
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