10-K – 2026-02-27 – sbac-20251231x10k.htm

In the year ended December 31, 2025, the Company concluded that for each of its acquisitions, substantially all of the value of its tower acquisitions is concentrated in a group of similar identifiable assets.
Subsequent to year end, the Company 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, the Company purchased or is under contract to purchase 48 communication sites for an aggregate consideration of $ 45.0 million in cash. The Company anticipates that these acquisitions will be closed by the end of the second quarter of 2026.
The maximum potential obligation related to contingent consideration for closed acquisitions were $ 63.2 million and $ 12.1 million as of December 31, 2025 and 2024, respectively. No such amounts have been recorded on the Company’s Consolidated Balance Sheets.
During the year ended December 31, 2025, the Company sold its towers and ended operations in both the Philippines and Colombia and sold substantially all of its operations in Canada. Proceeds from the sale of these towers were $ 330.4 million and are included in Proceeds from sale of assets on the Consolidated Statements of Cash Flows. The Company recorded a $ 208.4 million gain on the sale of these towers which is included in Other income (expense), net on the Consolidated Statements of Operations and in (Gain) loss on sale of assets on the Consolidated Statements of Cash Flows.
8. PROPERTY AND EQUIPMENT, NET
Property and equipment, net consists of the following:

As of

As of

December 31, 2025

December 31, 2024

(in thousands)

Towers and related assets

$
6,606,764

$
5,902,092

Construction-in-process (1)

72,794

72,202

Furniture, equipment, and vehicles

97,984

84,629

Land, buildings, and improvements (2)

985,019

1,013,253

Total property and equipment

7,762,561

7,072,176

Less: accumulated depreciation

( 4,360,762 )

( 4,280,092 )

Property and equipment, net

$
3,401,799

$
2,792,084

(1) Construction-in-process represents costs incurred related to towers and other assets that are under development and will be used in the Company’s site leasing operations.
(2) Includes amounts related to the Company’s data centers.
Depreciation expense was $ 131.8 million, $ 116.3 million, and $ 272.3 million for the years ended December 31, 2025, 2024, and 2023, respectively. As a result of the Company’s revision of the estimated useful lives of its towers effective January 1, 2024, the Company experienced decreased depreciation expense for the years ended December 31, 2025 and 2024 when compared to the year ended December 31, 2023. At December 31, 2025 and 2024, unpaid capital expenditures that are included in accounts payable and accrued expenses were $ 12.3 million and $ 14.6 million, respectively.
9. INTANGIBLE ASSETS, NET
The following table provides the gross and net carrying amounts for each major class of intangible assets:

As of December 31, 2025

As of December 31, 2024

Gross carrying

Accumulated

Net book

Gross carrying

Accumulated

Net book

amount

amortization

value

amount

amortization

value

(in thousands)

Current contract intangibles

$
5,695,073

$
( 3,438,168 )

$
2,256,905

$
5,164,263

$
( 3,338,705 )

$
1,825,558

Network location intangibles

1,992,271

( 1,367,059 )

625,212

1,896,754

( 1,333,605 )

563,149

Intangible assets, net

$
7,687,344

$
( 4,805,227 )

$
2,882,117

$
7,061,017

$
( 4,672,310 )

$
2,388,707

All intangible assets noted above are included in the Company’s site leasing segment. Amortization expense relating to the intangible assets above was $ 115.1 million, $ 107.1 million, and $ 397.0 million for the years ended December 31, 2025, 2024, and

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2023, respectively. As a result of the Company’s revision of the estimated useful lives of its towers effective January 1, 2024, the Company experienced decreased amortization expense for the years ended December 31, 2025 and 2024 when compared to the year ended December 31, 2023.
Estimated amortization expense on the Company’s intangibles assets is as follows:

For the year ended December 31,

(in thousands)

2026

$
126,153

2027

126,129

2028

126,117

2029

126,117

2030

126,116

10. ACCRUED EXPENSES
The Company’s accrued expenses are comprised of the following:

As of

As of

December 31, 2025

December 31, 2024

(in thousands)

Salaries and benefits

$
32,805

$
24,996

Real estate and property taxes

7,596

7,204

Unpaid capital expenditures

12,274

14,581

Acquisition related holdbacks

3,196

10,896

Other

37,631

24,300

Total accrued expenses

$
93,502

$
81,977

11. DEBT
The principal balances, fair values, and carrying values of debt consist of the following:

As of

As of

December 31, 2025

December 31, 2024

Maturity Date

Principal
‎ Balance

Fair Value

Carrying
‎ Value

Principal
‎ Balance

Fair Value

Carrying
‎ Value

(in thousands)

Revolving Credit Facility

Jan. 25, 2029

$
475,000  

$
475,000  

$
475,000  

$
—

$
—

$
—

2024 Term Loan

Jan. 25, 2031

2,259,750  

2,271,049  

2,240,373  

2,282,750  

2,282,750  

2,260,217  

2019-1C Tower Securities (1)

Jan. 12, 2025

—

—

—

1,165,000  

1,128,803  

1,164,913  

2020-1C Tower Securities (1)(2)

Jan. 9, 2026

750,000  

722,460  

749,945  

750,000  

726,038  

748,425  

2020-2C Tower Securities (1)

Jan. 11, 2028

600,000  

513,798  

598,149  

600,000  

516,342  

597,273  

2021-1C Tower Securities (1)

Nov. 9, 2026

1,165,000  

1,003,356  

1,162,858  

1,165,000  

1,008,331  

1,160,436  

2021-2C Tower Securities (1)

Apr. 9, 2027

895,000  

852,022  

892,677  

895,000  

763,757  

890,896  

2021-3C Tower Securities (1)

Oct. 9, 2031

895,000  

675,797  

889,178  

895,000  

679,144  

888,260  

2022-1C Tower Securities (1)

Jan. 11, 2028

850,000  

867,034  

845,373  

850,000  

878,475  

843,321  

2024-1C Tower Securities (1)

Oct. 9, 2029

1,450,000  

1,446,129  

1,440,007  

1,450,000  

1,453,292  

1,437,978  

2024-2C Tower Securities (1)

Oct. 8, 2027

620,000  

625,425  

616,636  

620,000  

618,698  

615,017  

2020 Senior Notes

Feb. 15, 2027

1,500,000  

1,488,615  

1,496,240  

1,500,000  

1,440,270  

1,493,039  

2021 Senior Notes

Feb. 1, 2029

1,500,000  

1,434,375  

1,493,832  

1,500,000  

1,353,750  

1,491,963  

Total debt

$
12,959,750  

$
12,375,060  

$
12,900,268  

$
13,672,750  

$
12,849,650  

$
13,591,738  

Less: current maturities of long-term debt

( 1,935,802 )

( 1,187,913 )

Total long-term debt, net of current maturities

$
10,964,466  

$
12,403,825  

(1) The maturity date represents the anticipated repayment date for each issuance.
(2) On January 9, 2026, the Company, using borrowings from the Revolving Credit Facility, repaid the aggregate principal amount of the 2020-1C Tower Securities which was included in current maturities of long-term debt as of December 31, 2025.

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The Company’s future principal payment obligations over the next five years (based on the outstanding debt as of December 31, 2025 and assuming the Tower Securities are repaid at their respective anticipated repayment dates) are as follows:
‎

For the year ended December 31,

(in thousands)

2026

$
1,938,000

2027

3,038,000

2028

1,473,000

2029

3,448,000

2030

23,000

The table below reflects cash and non-cash interest expense amounts recognized by debt instrument for the periods presented:
‎
‎

Interest

For the year ended December 31,

Rates as of

2025

2024

2023

December 31,

Cash

Non-cash

Cash

Non-cash

Cash

Non-cash

2025

Interest

Interest

Interest

Interest

Interest

Interest

(in thousands)

Revolving Credit Facility

4.815 %

$
8,451  

$
—

$
8,603  

$
—

$
29,223  

$
—

2018 Term Loan

—

—

—

3,253  

1,867  

60,622  

30,508  

2024 Term Loan (1)

5.200 %

105,197  

8,031  

60,252  

25,121  

—

—

2014-2C Tower Securities

—

—

—

18,810  

—

24,185  

—

2019-1C Tower Securities

—

1,306  

—

33,428  

—

33,428  

—

2020-1C Tower Securities

1.884 %

14,391  

—

14,391  

—

14,391  

—

2020-2C Tower Securities

2.328 %

14,159  

—

14,159  

—

14,159  

—

2021-1C Tower Securities

1.631 %

19,419  

—

19,419  

—

19,419  

—

2021-2C Tower Securities

1.840 %

16,782  

—

16,782  

—

16,782  

—

2021-3C Tower Securities

2.593 %

23,492  

—

23,492  

—

23,492  

—

2022-1C Tower Securities

6.599 %

56,375  

—

56,375  

—

56,375  

—

2024-1C Tower Securities

4.831 %

70,543  

—

15,677  

—

—

—

2024-2C Tower Securities (2)

4.654 %

31,910  

—

7,091  

—

—

—

2020 Senior Notes

3.875 %

58,125  

397  

58,125  

383  

58,125  

367  

2021 Senior Notes

3.125 %

46,875  

—

46,875  

—

46,875  

—

Other

885  

429  

3,046  

290  

3,297  

4,993  

Total

$
467,910  

$
8,857  

$
399,778  

$
27,661  

$
400,373  

$
35,868  

(1) The 2024 Term Loan has a blended rate of 5.200 %, which includes the impact of the interest rate swaps. Excluding the impact of the interest rate swaps, the 2024 Term Loan was accruing interest at 5.470 % as of December 31, 2025. Refer to Note 21 for more information on the Company’s interest rate swaps.
(2) The 2024-2C Tower Securities has an all-in fixed rate of 4.654 %, which includes the impact of the Company’s treasury lock agreement which settled upon issuance of the notes. Excluding the impact of the treasury lock agreement, the 2024-2C Tower Securities accrues interest at 5.115 %. Refer to Note 21 for more information on the Company’s treasury lock agreement.
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

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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 the Company performs against those targets. Borrowings under the Revolving Credit Facility may be used for general corporate purposes. SBA Senior Finance II 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)
 
(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 the Company’s 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

$
—

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Subsequent to December 31, 2025, the Company 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, the Company, through its 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.
Principal payments on the 2024 Term Loan are made in quarterly installments on the last day of each March, June, September, and December in an amount equal to $ 5.75 million. The Company 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, the Company 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.
Secured Tower Revenue Securities
Tower Revenue Securities Terms
As of December 31, 2025, the Company, 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 the Company’s 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 1.30 x or lower, then all cash flow in excess of amounts required to make

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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 1.30 x for two consecutive calendar quarters. If the Debt Service Coverage Ratio falls below 1.15 x 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 1.15 x 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.
The table below sets forth the material terms of the Company’s outstanding Tower Securities as of December 31, 2025:

Security (1)

Issue Date

Amount Outstanding
‎ (in millions)

Interest
‎ Rate (2)

Anticipated Repayment Date

Final Maturity Date

2020-1C Tower Securities (3)

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 (4)

Oct. 11, 2024

$ 620.0

4.654 %

Oct. 8, 2027

Oct. 8, 2054

 
(1) The Company incurred $ 8.0 million, $ 6.4 million, $ 12.9 million, $ 9.5 million, $ 9.5 million, $ 10.5 million, $ 12.8 million, and $ 5.5 million in financing fees relating to the issuances of the 2020-1C Tower Securities, 2020-2C Tower Securities, 2021-1C Tower Securities, 2021-2C Tower Securities, 2021-3C Tower Securities, 2022-1C Tower Securities, 2024-1C Tower Securities, and 2024-2C Tower Securities, respectively. The financing fees are being amortized through the anticipated repayment date of the related Tower Security.
(2) Interest paid monthly.
(3) On January 9, 2026, the Company repaid the aggregate principal amount of the 2020-1C Tower Securities.
(4) The interest rate reflected is the all-in fixed rate which includes the impact of the Company’s treasury lock agreement which settled upon issuance of the notes.
The table below sets forth the material terms of the Company’s 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) The Company incurred $ 9.0 million in financing fees relating to the issuance of the 2014-2C Tower Securities which were being amortized through its anticipated repayment date. In addition, the Company incurred $ 0.2 million of deferred financing fees and accrued interest related to the repayment of the 2014-2C Tower Securities which are reflected in loss from extinguishment of debt on the Consolidated Statement of Operations.
(2) 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

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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 the Company’s 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, the Company repaid $ 39.5 million of the principal amount of the 2020-2R Tower Securities. The remaining balance of the 2020-2R Tower Securities is $ 31.6 million.
The table below sets forth the material terms of the Company’s 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

 
(1) Interest was paid monthly.
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, 9.5 x 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 the Company’s outstanding senior notes as of December 31, 2025 :

Senior Notes (1)

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

 
(1) The Company incurred $ 18.0 million and $ 14.8 million in financing fees in relation to the issuance of the 2020 Senior Notes and 2021 Senior Notes, respectively. The financing fees are being amortized through the maturity date of the related senior note.

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12. SHAREHOLDERS’ EQUITY
Common Stock Equivalents
The Company has outstanding time-based restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”), and stock options which were considered in the Company’s diluted earnings per share calculation (see Note 16).
Registration of Additional Shares
The Company filed a shelf registration statement on Form S-4 with the Securities and Exchange Commission registering 4.0  million shares of its Class A common stock in 2007. These shares may be issued in connection with acquisitions of wireless communication towers or antenna sites and related assets or companies that own wireless communication towers, antenna sites, or related assets. During the years ended December 31, 2025 and 2024, the Company did no t issue any shares of Class A common stock under this registration statement. As of December 31, 2025, the Company had approximately 1.2  million shares of Class A common stock remaining under this registration statement.
On February 29, 2024, the Company filed with the Securities and Exchange Commission an automatic shelf registration statement for well-known seasoned issuers on Form S-3ASR, which enables the Company to issue shares of its Class A common stock, preferred stock, debt securities, warrants, or depositary shares as well as units that include any of these securities. The Company will file a prospectus supplement containing the amount and type of securities each time it issues securities under its automatic shelf registration statement on Form S-3ASR. During the year ended December 31, 2025, the Company did no t issue any securities under its automatic shelf registration statement.
On August 6, 2020, the Company filed a registration statement on Form S-8 with the Securities and Exchange Commission registering 3.4 million shares of the Company’s Class A common stock, consisting of 3.0 million shares of Class A common stock issuable under the 2020 Performance and Equity Incentive Plan (the “2020 Plan”) and 400,000 shares of Class A common stock subject to awards granted under the 2010 Performance and Equity Incentive Plan (the “2010 Plan”) that may become available for issuance or reissuance, as applicable, under the 2020 Plan if such awards are forfeited or are settled in cash or otherwise expire or terminate without the delivery of the shares (see Note 13).
Stock Repurchases
The Company’s Board of Directors authorizes the Company to purchase, from time to time, outstanding Class A common stock through open market repurchases in compliance with Rule 10b-18 under the Exchange Act, and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements, and other factors. Once authorized, the repurchase plan has no time deadline and will continue until otherwise modified or terminated by the Company’s Board of Directors at any time in its sole discretion. Shares repurchased are retired. On April 27, 2025, the Company’s Board of Directors authorized a new $ 1.5 billion share repurchase plan, replacing the prior plan authorized on October 28, 2021 which had a remaining authorization of $ 81.8 million. As of the date of this filing, the Company had $ 1.1 billion of authorization remaining under the new plan.
The following is a summary of the Company’s share repurchases:

For the year

ended December 31,

2025

2024

2023

Total number of shares purchased (in millions) (1)

2.5

0.9

0.5

Average price per share (1)
$
200.73

$
213.85

$
197.89

Total purchase price (in millions) (1)
$
497.8

$
200.0

$
100.0

(1) Amounts reflected are based on the trade date and may differ from the Consolidated Statements of Cash Flows which reflects share repurchases based on the settlement date.
Dividends
As a REIT, the Company is required to distribute annually at least 90% of its REIT taxable income after the utilization of any available NOLs (determined before the deduction for dividends paid and excluding any net capital gain). As of December 31, 2025, $ 343.8 million of the federal NOLs are attributes of the REIT. The Company may use these NOLs to offset its REIT taxable income, and thus any required distributions to shareholders may be reduced or eliminated until such time as the Company’s NOLs have been fully utilized. The amount of future distributions will be determined, from time to time, by the Board of Directors to balance the

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Company’s goal of increasing long-term shareholder value and retaining sufficient cash to implement the Company’s current capital allocation policy, which prioritizes 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. The actual amount, timing, and frequency of future dividends will be at the sole discretion of the Board of Directors and will be declared based upon various factors, many of which are beyond the Company’s control.
For the year ended December 31, 2025, the Company 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, the Company 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

13. STOCK-BASED COMPENSATION
On February 25, 2020, the Company’s 2010 Plan expired by its terms. On May 14, 2020, the Company’s shareholders approved the 2020 Plan which provides for the issuance of up to 3.0 million shares of the Company’s Class A common stock (of which approximately 1.6 million shares remain available for future issuance as of December 31, 2025), plus additional shares of Class A common stock (a) subject to awards granted under the 2010 Plan that may become available for issuance or reissuance, as applicable, under the 2020 Plan if such awards are forfeited or are settled in cash or otherwise expire or terminate without the delivery of the shares or (b) which become issuable under the 2020 Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of Class A common stock.
Commencing with the 2020 equity award, the Company modified the type of equity granted to certain employees to align long-term compensation with Company performance. Under the new structure, the Company continued to issue RSUs; however, RSUs will now vest ratably over three years rather than four years. The Company further replaced stock options with PSUs which will cliff vest at the end of three year s. PSUs have performance metrics for which threshold, target, and maximum parameters are established at the time of the grant. The performance metrics are used to calculate the number of shares that will be issuable when the awards vest, which may range from zero to 200 % of the target amounts. At the end of each three year performance period, the number of shares that vest will depend on the results achieved against the pre-established performance metrics. Furthermore, effective with the 2020 grant, RSUs and PSUs will accrue dividend equivalents prior to vesting, which will be paid out only in respect to shares that actually vest.

‎

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Restricted Stock Units and Performance-Based Restricted Stock Units
The following table summarizes the Company’s RSU and PSU activity for the year ended December 31, 2025:

RSUs

PSUs (1)

Weighted-Average

Weighted-Average

Number of

Grant Date Fair

Number of

Grant Date Fair

Shares

Value per Share

Shares

Value per Share

(in thousands)

(in thousands)

Outstanding at December 31, 2024

393

$
234.50

275

$
314.52

Granted

290

$
218.98

66

$
237.91

PSU adjustment (2)

—

$
—

10

$
386.22

Vested

( 173 )

$
246.77

( 137 )

$
339.43

Forfeited/canceled

( 30 )

$
223.32

( 8 )

$
246.05

Outstanding at December 31, 2025

480

$
221.37

206

$
245.29

(1) PSUs represent the target number of shares granted that are issuable at the end of the three year performance period. Fair value for a portion of the PSUs was calculated using a Monte Carlo simulation model.
(2) PSU adjustment represents the net PSUs awarded above or below their target grants resulting from the achievement of performance targets established at the grant date.
Stock Options
The Company records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model with the assumptions included in the table below. The Company uses a combination of historical data and historical volatility to establish the expected volatility, as well as to estimate the expected option life. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated life of the option. The following assumptions were used to estimate the fair value of options granted using the Black-Scholes option-pricing model:

For the year ended

December 31, 2023

Risk free interest rate

3.96 %

Dividend yield

1.50 %

Expected volatility

30.0 %

Expected lives

4.4 years

There were no options granted during the years ended December 31, 2025 and 2024.

‎

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The following table summarizes the Company’s activities with respect to its stock option plans for the years ended December 31, 2025, 2024 and 2023 as follows (dollars and shares in thousands, except for per share data):

Weighted-

Weighted-Average

Average

Remaining

Number

Exercise Price

Contractual

Aggregate

of Shares

Per Share

Life (in years)

Intrinsic Value

Outstanding at December 31, 2022

1,673

$
161.02

Granted

20

$
224.24

Exercised

( 339 )

$
132.70

Forfeited/canceled

( 14 )

$
238.10

Outstanding at December 31, 2023

1,340

$
168.32

Exercised

( 250 )

$
140.18

Forfeited/canceled

( 2 )

$
197.91

Outstanding at December 31, 2024

1,088

$
174.74

Exercised

( 541 )

$
162.24

Forfeited/canceled

( 1 )

$
198.72

Outstanding at December 31, 2025

546

$
187.07

0.6

$
5,660

Exercisable at December 31, 2025

530

$
185.16

0.4

$
5,660

Unvested at December 31, 2025

16

$
250.43

7.1

$
—

The weighted-average per share fair value of options granted during the year December 31, 2023 was $ 58.95 .
The total intrinsic value for options exercised during the years ended December 31, 2025, 2024, and 2023 was $ 27.5 million, $ 19.5 million, and $ 40.0 million, respectively. Cash received from option exercises under all plans for the years ended December 31, 2025, 2024, and 2023 was approximately $ 48.0 million, $ 29.4 million, and $ 38.6 million, respectively. The Company realized a $ 1.0 million tax provision, a $ 1.5 million tax provision, and a $ 4.9 million tax benefit for the tax deductions from option exercises under all plans for the years ended December 31, 2025, 2024, and 2023, respectively.
The aggregate intrinsic value for stock options in the preceding table represents the total intrinsic value based on the Company’s closing stock price of $ 193.43 as of December 31, 2025. The amount represents the total intrinsic value that would have been received by the holders of the stock-based awards had these awards been exercised and sold as of that date.

The following table summarizes the activity of options outstanding that had not yet vested:

Weighted-

Average

Number

Fair Value

of Shares

Per Share

(in thousands)

Unvested as of December 31, 2024

22

$
65.61

Vested

( 6 )

$
66.73

Unvested as of December 31, 2025

16

$
64.78

As of December 31, 2025, the total unrecognized compensation expense related to unvested stock options outstanding under the Plans is $ 0.8 million. That cost is expected to be recognized over a weighted-average period of 2.1 years.
The total fair value of options vested during 2025, 2024, and 2023 was $ 0.4 million, $ 0.4 million, and $ 8.7 million, respectively.
Employee Stock Purchase Plan
The Board of Directors of the Company adopted the 2018 Employee Stock Purchase Plan (“2018 Purchase Plan”) which reserved 300,000 shares of Class A common stock for purchase. The 2018 Purchase Plan permits eligible employee participants to purchase Class A common stock at a price per share which is equal to 85 % of the fair market value of Class A common stock on the last day of an offering period. For the years ended December 31, 2025 and 2024, 41,719 shares and 36,675 shares, respectively, of Class A common stock were issued under the 2018 Purchase Plan, which resulted in cash proceeds to the Company of approximately

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$ 7.6 million and $ 6.6 million, respectively. At December 31, 2025, 79,303 shares remained available for issuance under the 2018 Purchase Plan.
In addition, the Company recorded $ 1.3 million, $ 1.2 million, and $ 1.0 million of non-cash compensation expense relating to the shares issued under the 2018 Purchase Plan for each of the years ended December 31, 2025, 2024, and 2023, respectively.
Non-Cash Compensation Expense
The table below reflects a breakout by category of the non-cash compensation expense amounts recognized on the Company’s Statements of Operations for the years ended December 31, 2025, 2024, and 2023, respectively:

For the year ended December 31,

2025

2024

2023

(in thousands)

Cost of revenues

$
2,653

$
2,737

$
2,869

Selling, general and administrative

73,081

71,637

85,050

Total cost of non-cash compensation included

in income before provision for income taxes

$
75,734

$
74,374

$
87,919

In addition, the Company capitalized $ 1.4 million, $ 1.6 million, and $ 1.7 million of non-cash compensation for the years ended December 31, 2025, 2024, and 2023, respectively, to fixed assets.
14. INCOME TAXES
A s discussed in Note 2, the Company began operating in compliance with REIT requirements for federal income tax purposes effective January 1, 2016. As a REIT, the Company must distribute at least 90 percent of its taxable income (including dividends paid to it by its TRSs) except to the extent offset by NOLs. In addition, the Company must meet a number of other organizational and operational requirements. It is management's intention to adhere to these requirements and maintain the Company's REIT status. Most states where the Company operates conform to the federal rules recognizing REITs. Certain subsidiaries have made an election with the Company to be treated as TRSs 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. A TRS is subject to federal and state income taxes on the income from these activities. A provision for taxes of the TRSs and of foreign branches of the REIT is included in its consolidated financial statements.
Income (loss) before provision for income taxes by geographic area is as follows:

For the year ended December 31,

2025

2024

2023

(in thousands)

Domestic

$
703,863

$
797,774

$
377,150

Foreign

538,175

( 25,108 )

171,353

Total

$
1,242,038

$
772,666

$
548,503

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The provision for income taxes consists of the following components:

For the year ended December 31,

2025

2024

2023

(in thousands)

Current provision:

State

$
2,052

$
2,758

$
8,099

Federal

693

—

—

Foreign

80,386

34,318

38,360

Total current

83,131

37,076

46,459

Deferred (benefit) provision for taxes:

Federal

10,410

8,021

8,280

State

1,814

1,458

1,431

Foreign

92,686

( 26,540 )

52,003

Change in valuation allowance

( 459 )

3,974

( 57,085 )

Total deferred

104,451

( 13,087 )

4,629

Total provision for income taxes

$
187,582

$
23,989

$
51,088

The tables below provide a reconciliation of the provision for income taxes at the statutory U.S. Federal tax rate ( 21 %) and the effective income tax rate. The 2025 amounts in the reconciliation are presented under the new ASC 740 guidance effective for annual periods beginning after December 15, 2024. The Company has applied the guidance prospectively.

For the year ended

December 31, 2025

(in thousands)

%

Statutory federal expense

$
260,829

21.0 %

State and local tax expense (1)

4,399

0.4 %

Foreign tax effects:

Brazil

Statutory tax rate difference between Brazil and United States

27,905

2.2 %

Other

9,951

0.8%

Canada

Statutory tax rate difference between Canada and United States

( 15,092 )

( 1.2 %)

Local provincial taxes

28,643

2.3%

Withholding taxes

16,260

1.3%

Sale of Canadian subsidiary

( 29,220 )

( 2.4 %)

Other

857

0.1 %

Other foreign jurisdictions

18,422

1.5 %

REIT adjustment

( 144,653 )

( 11.6 %)

Other

9,281

0.7 %

Provision for income taxes

$
187,582

15.1 %

For the year ended December 31,

2024

2023

(in thousands)

Statutory federal expense

$
162,260

$
115,186

Rate and permanent differences on non-U.S. earnings (2)

( 1,842 )

31,722

State and local tax expense

3,543

9,288

REIT adjustment

( 163,795 )

( 75,513 )

Permanent differences

12,868

11,872

Uncertain tax positions

( 293 )

14,202

Other

7,274

1,416

Valuation allowance

3,974

( 57,085 )

Provision for income taxes

$
23,989

$
51,088

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(1) States making up more than 50% of the state tax expense include Louisiana, Florida, Texas, and New Hampshire.
(2) This item includes the effect of foreign exchange rate changes which were previously shown on a separate line.

The table below provides cash paid for income taxes by jurisdiction representing more than 5% of the Company’s total cash paid for income taxes.

For the year ended

December 31, 2025

(in thousands)

U.S. federal income taxes

$
511

U.S. state income taxes

1,215

International income taxes

Brazil

21,807

Canada

7,077

Costa Rica

3,885

Guatemala

3,133

Puerto Rico

3,092

South Africa

3,682

Other

8,373

Total income taxes paid

$
52,775

The components of the net noncurrent deferred income tax asset (liability) accounts are as follows:

As of December 31,

2025

2024

(in thousands)

Deferred tax assets:

Net operating losses

$
25,053

$
30,942

Property, equipment, and intangible basis differences

24,646

18,217

Accrued liabilities

19,894

14,892

Non-cash compensation

18,269

25,830

Operating lease liability

282,818

254,521

Deferred revenue

5,695

5,735

Allowance for doubtful accounts

3,897

2,854

Currency translation

( 3,453 )

64,881

Other

4,230

8,146

Valuation allowance

( 14,251 )

( 19,326 )

Total deferred tax assets, net (1)

366,798

406,692

Deferred tax liabilities:

Property, equipment, and intangible basis differences

( 342,740 )

( 171,763 )

Right of use asset

( 269,090 )

( 240,300 )

Straight-line rents

( 17,068 )

( 16,877 )

Deferred foreign withholding taxes

( 23,285 )

( 8,950 )

Other

3,992

—

Total deferred tax liabilities, net (1)

$
( 281,393 )

$
( 31,198 )

(1) Of these amounts, $ 35,716 and $ 317,109 are included in Other assets and Other long-term liabilities, respectively, on the accompanying Consolidated Balance Sheets as of December 31, 2025. As of December 31, 2024, $ 53,974 and $ 85,172 are included in Other assets and Other long-term liabilities, respectively, on the accompanying Consolidated Balance Sheet.
A deferred tax asset is reduced by a valuation allowance if based on the weight of all available evidence, including both positive and negative evidence, it is more likely than not (a likelihood of more than 50%) that the value of such assets will not be realized. The valuation allowance should be sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized. The realization of deferred tax assets, including carryforwards and deductible temporary differences, depends upon the existence of sufficient taxable income of the same character during the carryback or carryforward period. All sources of taxable

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income available to realize the deferred tax asset, including the future reversal of existing temporary differences, future taxable income exclusive of reversing temporary differences and carryforwards, taxable income in carryback years and tax-planning strategies, should be considered.
The Company has recorded a valuation allowance for certain deferred tax assets as management believes that it is not “more-likely-than-not” that the Company will generate sufficient taxable income in future periods to recognize the assets. Valuation allowances of $ 14.3 million and $ 19.3 million were being carried to offset net deferred income tax assets as of December 31, 2025 and 2024, respectively. The net change in the valuation allowance for the years ended December 31, 2025 and 2024 was a decrease of $ 5.1 million and an increase of $ 3.2 million, respectively.
The Company has available at December 31, 2025, a federal NOL carry-forward of approximately $366.2 million. $343.8 million of these NOL carry-forwards will expire between 2029 and 2037 , and $22.4 million have an indefinite carry-forward. As of December 31, 2025, $343.8 million of the federal NOLs are attributes of the REIT. The Company may use these NOLs to offset its REIT taxable income, and thus any required distributions to shareholders may be reduced or eliminated until such time as the NOLs have been fully utilized. The Internal Revenue Code places limitations upon the future availability of NOLs based upon changes in the equity of the Company. If these occur, the ability of the Company to offset future income with existing NOLs may be limited. In addition, the Company has available at December 31, 2025, a foreign NOL carry-forward of $ 67.0 million and a net state operating tax loss carry-forward of approximately $ 221.5 million. These net operating tax loss carry-forwards began to expire in 2025 .
The tax losses generated in tax years 2006 and forward remain subject to audit adjustment, and tax years 2018 and forward are op en to examination by the major jurisdictions in which the Company operates.
The Company is subject to income tax and other taxes in the geographic areas where it holds assets or operates, and the Company periodically receives notifications of audits, assessments, or other actions by taxing authorities. In certain jurisdictions, taxing authorities may issue notices and assessments that may not be reflective of the actual tax liability for which the Company will ultimately be liable. In the process of responding to assessments of taxes that the Company believes are not reflective of the Company’s actual tax liability, the Company avails itself of both administrative and judicial remedies. The Company evaluates the circumstances of each notification or assessment based on the information available and, in those instances in which the Company does not anticipate a successful defense of positions taken in its tax filings, a liability is recorded in the appropriate amount based on the underlying assessment.
The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return if applicable. As of December 31, 2025, 2024, and 2023 the total amount of unrecognized tax benefits are $ 14.9 million, $ 13.9 million, and $ 14.2 million, respectively, all of which would impact the effective rate if recognized. The Company expects the unrecognized tax benefits to change over the next 12 months if the applicable statute of limitations expire and the impact could range from zero to $ 3.0 million. For the period ended December 31, 2025, the Company recorded penalties and interest expense related to unrecognized tax benefits of $ 0.4 million as interest expense.
A reconciliation of the beginning and ending amount of unrecognized tax benefits are as follows:

For the year ended December 31,

2025

2024

2023

(in thousands)

Balance, January 1,

$
13,909

$
14,202

$
—

Additions based on tax positions related to the current year

3,775

3,557

5,023

Additions and reductions for tax positions of prior years

359

( 1,519 )

9,179

Reductions for lapse in statute of limitations

( 3,126 )

( 2,331 )

—

Balance, December 31,

$
14,917

$
13,909

$
14,202

In connection with a current tax assessment in Brazil, the taxing authorities have issued income tax deficiencies related to purchase accounting adjustments for tax years 2017 through 2020 . In addition, the taxing authorities have issued income tax deficiencies related to the deductibility of foreign exchange losses on the Company’s intercompany loan for the 2020 tax year. The Company disagrees with these assessments and is appealing with the higher appellate taxing authorities. The Company estimates that there is a more likely than not probability that the Company’s position will be sustained upon appeal. Accordingly, no liability has been recorded. The Company will continue to vigorously contest the adjustments and expect to exhaust all administrative and judicial remedies necessary to resolve the matters, which could be a lengthy process. There can be no assurance that these matters will be resolved in the Company’s favor, and an adverse outcome, or any future tax examinations involving similar assertions, could have a material effect on the Company’s results of operations or cash flows in any one period. As of December 31, 2025, the Company

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estimates the aggregate range of reasonably possible losses in excess of amounts accrued to be between zero and $ 109.7 million; excluding penalties and interest of $ 172.8 million.
The Company removed the permanent reinvestment assertion on retained earnings and capital for its foreign subsidiaries in prior years. Argentina’s sale eliminated the last of the Company’s permanent reinvestment assertions in 2024. As a result, the Company has recorded cumulative deferred foreign withholding taxes of $ 23.3 million at December 31, 2025. No additional income taxes have been provided for any additional outside basis difference inherent in these entities, as these amounts continue to be indefinitely reinvested in foreign operations except as noted in Guatemala, El Salvador, and Nicaragua. The deferred incomes taxes related to the Guatemala, El Salvador, and Nicaragua subsidiaries are immaterial and determining the amount of unrecognized deferred tax liability for any additional outside basis differences in indefinitely reinvested entities is not practicable .
The U.S. government enacted comprehensive tax legislation in the form of the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act subjects a U.S. shareholder to tax on Global Intangible Low-Taxed Income (“GILTI”) earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740, No. 5, Accounting for Global Intangible Low-Taxed Income, states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. The Company has elected to account for GILTI in the year it is incurred.

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15. SEGMENT DATA
The Company operates principally in two business segments: site leasing and site development. The Company’s site leasing business includes two reportable segments, domestic site leasing and international site leasing. The Company’s business segments are strategic business units that offer different services. They are managed separately based on the fundamental differences in their operations. The site leasing segment includes results of the managed and sublease businesses. The site development segment includes the results of both consulting and construction related activities. The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer. The CODM utilizes segment operating profit and operating income as his two measures of segment profit in assessing performance and allocating resources at the reportable segment level. The Company has applied the aggregation criteria to operations within the international site leasing segment on a basis that is consistent with management’s review of information and performance evaluations of the individual markets in this region. Revenues, cost of revenues (exclusive of depreciation, accretion, and amortization), capital expenditures (including assets acquired through the issuance of shares of the Company’s Class A common stock) and identifiable assets pertaining to the segments in which the Company continues to operate are presented below.

Domestic Site

Int'l Site

Site

Leasing

Leasing

Development

Other

Total

For the year ended December 31, 2025

(in thousands)

Revenues (1)

$
1,865,602

$
705,039

$
244,498

$
—

$
2,815,139

Cost of revenues (2)

279,205

212,795

198,972

—

690,972

Operating profit

1,586,397

492,244

45,526

—

2,124,167

Selling, general, and administrative expenses

129,447

72,860

12,936

62,368

277,611

Acquisition and new business initiatives

related adjustments and expenses

20,371

6,949

—

—

27,320

Asset impairment and decommission costs

122,422

60,887

—

856

184,165

Depreciation, amortization and accretion

148,140

132,107

3,909

8,129

292,285

Operating income (loss)

1,166,017

219,441

28,681

( 71,353 )

1,342,786

Other expense, net (principally interest

expense and other income)

( 100,748 )

( 100,748 )

Income before income taxes

1,242,038

Cash capital expenditures (3)

182,822

1,097,377

5,820

4,114

1,290,133

For the year ended December 31, 2024

Revenues (1)

$
1,861,424

$
665,341

$
152,869

$
—

$
2,679,634

Cost of revenues (2)

269,168

193,829

118,730

—

581,727

Operating profit

1,592,256

471,512

34,139

—

2,097,907

Selling, general, and administrative expenses

132,627

64,583

13,983

47,563

258,756

Acquisition and new business initiatives

related adjustments and expenses

14,954

10,992

—

—

25,946

Asset impairment and decommission costs

49,777

57,030

—

1,118

107,925

Depreciation, amortization and accretion

145,041

113,549

3,560

7,367

269,517

Operating income (loss)

1,249,857

225,358

16,596

( 56,048 )

1,435,763

Other expense, net (principally interest

expense and other income)

( 663,097 )

( 663,097 )

Income before income taxes

772,666

Cash capital expenditures (3)

374,339

150,345

1,014

2,598

528,296

For the year ended December 31, 2023

Revenues (1)

$
1,846,554

$
670,381

$
194,649

$
—

$
2,711,584

Cost of revenues (2)

268,572

204,115

139,935

—

612,622

Operating profit

1,577,982

466,266

54,714

—

2,098,962

Selling, general, and administrative expenses

121,782

66,619

21,316

58,219

267,936

Acquisition and new business initiatives

related adjustments and expenses

10,725

10,946

—

—

21,671

Asset impairment and decommission costs

138,699

28,089

372

2,227

169,387

Depreciation, amortization and accretion

457,169

248,758

3,704

6,678

716,309

Operating income (loss)

849,607

111,854

29,322

( 67,124 )

923,659

Other expense, net (principally interest

expense and other income)

( 375,156 )

( 375,156 )

Income before income taxes

548,503

Cash capital expenditures (3)

244,366

118,972

2,573

2,702

368,613

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Domestic Site

Int'l Site

Site

Leasing

Leasing

Development

Other (4)

Total

Assets

(in thousands)

As of December 31, 2025

$
6,178,526

$
5,183,588

$
98,072

$
114,826

$
11,575,012

As of December 31, 2024

$
6,206,748

$
3,417,981

$
65,481

$
1,727,126

$
11,417,336

(1) For the years ended December 31, 2025, 2024, and 2023, site leasing revenue in Brazil was $ 350.8 million, $ 379.8 million, and $ 392.0 million, respectively. Other than Brazil, no foreign country represented more than 5 % of the Company’s total site leasing revenues in any of the periods presented.
(2) Excludes depreciation, amortization, and accretion. Cost of revenues is primarily comprised of rent expense related to the Company’s ground leases.
(3) Includes cash paid for capital expenditures, acquisitions, and right-of-use assets.
(4) Assets in Other consist primarily of general corporate assets, and short-term investments. Assets in Other for the period ended December 31, 2024 also includes $ 1.165 billion of cash held in escrow which was used to repay the 2019-1C Tower Securities on January 15, 2025.

Long-lived assets include property and equipment, net, intangible assets, net, operating lease right-of-use assets, net, and acquired and other right-of-use assets, net. The Company’s long-lived assets by geographic areas representing more than 5% of the Company’s total long-lived assets is presented below:

As of

As of

December 31, 2025

December 31, 2024

(in thousands)

Domestic

$
5,737,975

$
5,741,882

Brazil

1,799,578

1,681,925

Guatemala

636,476

50,686

Other international

1,975,560

1,307,026

Total

$
10,149,589

$
8,781,519

16. EARNINGS PER SHARE
Basic earnings per share was computed by dividing net income attributable to SBA Communications Corporation by the weighted-average number of shares of Class A common stock outstanding for each respective period. Diluted earnings per share was calculated by dividing net income attributable to SBA Communications Corporation by the weighted-average number of shares of Class A common stock outstanding adjusted for any dilutive Class A common stock equivalents, including unvested RSUs, PSUs, and shares issuable upon exercise of stock options as determined under the “Treasury Stock” method.
The following table sets forth basic and diluted net income per common share attributable to common shareholders for the years ended December 31, 2025, 2024, and 2023:

For the year ended December 31,

2025

2024

2023

(in thousands, except per share data)

Numerator:

Net income attributable to SBA

Communications Corporation

$
1,053,632

$
749,536

$
501,812

Denominator:

Basic weighted-average shares outstanding

107,207

107,644

108,204

Dilutive impact of stock options, RSUs, and PSUs

326

436

703

Diluted weighted-average shares outstanding

107,533

108,080

108,907

Net income per common share attributable to SBA

Communications Corporation:

Basic

$
9.83

$
6.96

$
4.64

Diluted

$
9.80

$
6.94

$
4.61

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For the years ended December 31, 2025, 2024, and 2023, the diluted weighted-average number of common shares outstanding excluded an immaterial number of shares issuable related to the Company’s stock options, RSUs, and PSUs because the impact would be anti-dilutive.
17. COMMITMENTS AND CONTINGENCIES
The Company is obligated under various non-cancelable operating leases for land, office space, equipment, and site leases. In addition, the Company is obligated under various non-cancelable financing leases for vehicles. The annual minimum lease payments, including fixed rate escalations as of December 31, 2025 are as follows:

Finance Leases

Operating Leases

(in thousands)

2026

$
2,869

$
309,764

2027

2,276

306,654

2028

1,978

301,837

2029

1,077

291,756

2030

3

273,512

Thereafter

—

3,020,519

Total minimum lease payments

8,203

4,504,042

Less: amount representing interest

( 1,233 )

( 2,092,150 )

Present value of future payments

6,970

2,411,892

Less: current obligations

( 2,489 )

( 297,115 )

Long-term obligations

$
4,481

$
2,114,777

Tenant Leases
The annual minimum tower lease income to be received for tower space rental under non-cancelable operating leases, including fixed rate escalations, as of December 31, 2025 is as follows:

(in thousands)

2026

$
2,221,703

2027

2,025,952

2028

1,801,133

2029

1,472,341

2030

1,035,148

Thereafter

2,993,522

Total

$
11,549,799

Litigation
The Company is involved in various claims, lawsuits, and proceedings arising in the ordinary course of business. While there are uncertainties inherent in the ultimate outcome of such matters and it is impossible to presently determine the ultimate costs that may be incurred, management believes the resolution of such uncertainties and the incurrence of such costs will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity.
Contingent Purchase Obligations
From time to time, the Company agrees to pay additional consideration (or earnouts) for acquisitions if the towers or businesses that are acquired meet or exceed certain performance targets in the one year to three years after they have been acquired. Please refer to Note 2 and Note 7.
18. CONCENTRATION OF CREDIT RISK
The Company’s credit risks consist primarily of accounts receivable with national, regional, and local wireless service providers and federal and state government agencies. The Company performs periodic credit evaluations of its customers’ financial condition and provides allowances for doubtful accounts, as required, based upon factors surrounding the credit risk of specific customers, historical trends, and other information. The Company generally does not require collateral.

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The following is a list of significant customers (representing at least 10% of revenue for any period reported) and the percentage of total revenue for the specified time periods derived from such customers:

For the year ended December 31,

Percentage of Total Revenues

2025

2024

2023

T-Mobile

31.1 %

30.5 %

32.5 %

AT&T Wireless

20.3 %

20.6 %

19.5 %

Verizon Wireless

15.1 %

15.1 %

14.6 %

The Company’s site leasing and site development segments derive revenue from these customers. Client percentages of total revenue in each of the segments are as follows:

For the year ended December 31,

Percentage of Domestic Site Leasing Revenue

2025

2024

2023

T-Mobile

36.8 %

38.1 %

40.2 %

AT&T Wireless

30.6 %

29.6 %

28.6 %

Verizon Wireless

20.4 %

20.1 %

19.7 %

For the year ended December 31,

Percentage of International Site Leasing Revenue

2025

2024

2023

Telefonica

19.7 %

21.3 %

22.5 %

Claro

18.9 %

19.2 %

20.2 %

TIM

13.4 %

15.9 %

15.7 %

Tigo (1)

11.3 %

5.8 %

5.6 %

(1) The increase in site leasing revenue derived from Tigo was due to the sites purchased from Millicom during the year ended December 31, 2025.

For the year ended December 31,

Percentage of Site Development Revenue

2025

2024

2023

T-Mobile

77.9 %

69.9 %

71.5 %

Verizon Wireless

18.2 %

20.1 %

16.8 %

Five customers comprised 61.0 % and 61.4 % of total gross accounts receivable at December 31, 2025 and 2024, respectively.
19. DEFINED CONTRIBUTION PLAN
The Company has a defined contribution profit sharing plan under Section 401(k) of the Internal Revenue Code that provides for voluntary employee contributions up to the limitations set forth in Section 402(g) of the Internal Revenue Code. Employees have the opportunity to participate following completion of three months of employment and must be 21 years of age. Employer matching begins immediately upon the employee’s participation in the plan.
The Company makes a discretionary matching contribution of 100% of an employee’s contributions up to a maximum of $ 4,000 annually. Company matching contributions were approximately $ 3.8 million, $ 3.3 million, and $ 3.4 million for the years ended December 31, 2025, 2024, and 2023, respectively.
20. REDEEMABLE NONCONTROLLING INTERESTS
The Company allocates income and losses to its redeemable noncontrolling interest holders based on the applicable membership interest percentage. At each reporting period, the redeemable noncontrolling interest is recognized at the greater of (1) the initial carrying amount of the noncontrolling interest as adjusted for accumulated income or loss attributable to the noncontrolling interest holder or (2) the redemption value as of the balance sheet date. Adjustments to the carrying amount of redeemable noncontrolling interest are charged against retained earnings (or additional paid-in capital if there are no retained earnings). The fair value of the redeemable noncontrolling interest is estimated using Level 3 inputs.

‎

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The components of redeemable noncontrolling interests are as follows:

December 31,

December 31,

2025

2024

(in thousands)

Beginning balance

$
54,132

$
35,047

Net income (loss) attributable to noncontrolling interests

824

( 859 )

Foreign currency translation adjustments

( 89 )

618

Purchase of noncontrolling interests

146

1,865

Contribution from joint venture partner

—

5,730

Adjustment to redemption amount

23,249

11,731

Ending balance

$
78,262

$
54,132

21. 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.
On June 21, 2023, the Company, through its wholly owned subsidiary, SBA Senior Finance II, amended its existing interest rate swap agreement which swapped $ 1.95 billion of notional value accruing interest at one month Term SOFR plus 185 basis points for an all-in fixed rate of 1.900 % per annum from August 1, 2023 through January 25, 2024 (the repayment date of the 2018 Term Loan and issuance date of the 2024 Term Loan). The swap remained in effect under the 2024 Term Loan (as amended on October 2, 2024) and swapped $ 1.95 billion of notional value accruing interest at one month Term SOFR plus 175 basis points for an all-in fixed rate of 1.800 % per annum through its maturity on March 31, 2025.
On November 3, 2023, the Company, through its wholly owned subsidiary, SBA Senior Finance II, entered into a forward-starting interest rate swap agreement to swap $ 1.0 billion of notional value accruing interest at one month Term SOFR plus 175 basis points for an all-in fixed rate of 5.580 % per annum. On September 6, 2024, the Company, through its wholly owned subsidiary, SBA Senior Finance II, entered into an additional forward-starting interest rate swap agreement to swap $ 1.0 billion of notional value accruing interest at one month Term SOFR plus 175 basis points for an all-in fixed rate of 4.750 % per annum (collectively the “forward-starting swaps”). The forward-starting swaps became effective on March 31, 2025 and mature on April 11, 2028.
As of December 31, 2025, the Company has interest rate swap agreements on its 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.
On September 11, 2024, the Company entered into a treasury lock agreement to fix 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. The treasury lock agreement was terminated and settled upon issuance of the 2024-2C Tower Securities, and the Company recognized an $ 8.2 million gain in other comprehensive income (loss) which is being amortized to interest expense over the life of the 2024-2C Tower Securities. After consideration of the treasury lock agreement, the all-in fixed rate on the 2024-2C Tower Securities is 4.654 % per annum.
As of December 31, 2025, the hedges remain highly effective; therefore, changes in fair value are recorded in Accumulated other comprehensive loss, net. The table below outlines the effects of the Company’s interest rate swaps on the Consolidated Balance Sheets as of December 31, 2025 and 2024.

Fair Value as of

Balance Sheet

December 31,

December 31,

Location

2025

2024

Derivatives Designated as Hedging Instruments

(in thousands)

Interest rate swap agreements in a fair value asset position

Other assets

$
6,445

$
50,589

Interest rate swap agreement in a fair value liability position

Other long-term liabilities

$
12,265

$
—

Accumulated other comprehensive loss, net includes an aggregate $ 1.0 million loss and a $ 50.9 million gain as of December 31, 2025 and 2024, respectively.

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The Company is exposed to counterparty credit risk to the extent that a counterparty fails to meet the terms of a contract. The Company’s exposure is limited to the current value of the contract at the time the counterparty fails to perform.
The cash flows associated with these activities are reported in Net cash provided by operating activities on the Consolidated Statements of Cash Flows.
The table below outlines the effects of the Company’s derivatives on the Consolidated Statements of Operations and Consolidated Statements of Shareholders’ Deficit for the fiscal years ended December 31, 2025, 2024, and 2023.

For the year ended December 31,

2025

2024

2023

Cash Flow Hedge - Interest Rate Swap Agreement
(in thousands)

Change in fair value recorded in Accumulated other comprehensive

loss, net
$
( 56,409 )

$
( 34,513 )

$
( 97,760 )

Gain on settlement of hedging agreement recorded in Accumulated other

comprehensive loss, net

—

8,187  

—

Gain reclassified from Accumulated other comprehensive

loss, net into earnings
$
( 2,737 )

$
( 608 )

$
—

Derivatives Not Designated as Hedges - Interest Rate Swap Agreements

Amount reclassified from Accumulated other comprehensive

loss, net into Non-cash interest expense
$
7,310  

$
26,317  

$
29,627  

22. QUARTERLY FINANCIAL DATA (unaudited)

Quarter Ended

December 31,

September 30,

June 30,

March 31,

2025

2025

2025

2025

(in thousands, except per share amounts)

Revenues

$
719,583

$
732,327

$
698,981

$
664,248

Operating income

298,926

374,169

334,781

334,910

Depreciation, accretion, and amortization

( 80,390 )

( 76,883 )

( 69,964 )

( 65,048 )

Net income attributable to SBA Communications Corporation

370,290

236,816

225,794

220,732

Net income per common share - basic

$
3.48

$
2.21

$
2.10

$
2.05

Net income per common share - diluted

3.47

2.20

2.09

2.04

Quarter Ended

December 31,

September 30,

June 30,

March 31,

2024

2024

2024

2024

(in thousands, except per share amounts)

Revenues

$
693,700

$
667,595

$
660,477

$
657,862

Operating income

382,339

375,596

354,470

323,358

Depreciation, accretion, and amortization

( 65,073 )

( 63,515 )

( 64,179 )

( 76,750 )

Net income attributable to SBA Communications Corporation

173,629

258,534

162,830

154,543

Net income per common share - basic

$
1.61

$
2.41

$
1.52

$
1.43

Net income per common share - diluted

1.61

2.40

1.51

1.42

Because net income per share amounts are calculated using the weighted-average number of common and dilutive common shares outstanding during each quarter, the sum of the per share amounts for the four quarters may not equal the total net income per share amounts for the year.

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