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SBA Communications SBAC Form 10-Q filing Q1 FY2026

Filed
May 5, 2026, 3:15 PM EDT
Fiscal quarter
Q1 FY2026
Calendar quarter
Q1 2026
Accession
0001034054-26-000009

PART I – FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS (in thousands, except par values)

View SEC source
ASSETSMarch 31, 2026(unaudited)December 31, 2025
Current assets:
Cash and cash equivalents$269,064$264,568
Restricted cash58,773167,804
Accounts receivable, net
Costs and estimated earnings in excess of billings on uncompleted contracts23,32628,152
Prepaid expenses and other current assets254,856141,651
Total current assets
Property and equipment, net
Intangible assets, net
Operating lease right-of-use assets, net
Acquired and other right-of-use assets, net
Other assets
Total assets
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS,
AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable$63,549$73,034
Accrued expenses
Current maturities of long-term debt2,683,5311,935,802
Deferred revenue
Accrued interest38,75365,036
Current lease liabilities
Other current liabilities
Total current liabilities
Long-term liabilities:
Long-term debt, net10,276,20010,964,466
Long-term lease liabilities
Other long-term liabilities613,488588,244
Total long-term liabilities
Redeemable noncontrolling interests
Shareholders' deficit:
Preferred stock - par value , shares authorized, shares issued or outstanding
Common stock - Class A, par value , shares authorized, shares and
shares issued and outstanding at March 31, 2026 and December 31, 2025,
respectively
Additional paid-in capital
Accumulated deficit(7,200,856)(7,249,905)
Accumulated other comprehensive loss, net(636,733)(664,098)
Total shareholders' deficit(4,751,645)(4,853,519)
Total liabilities, redeemable noncontrolling interests, and shareholders' deficit

The accompanying condensed notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF OPERATIONS

unaudited) (in thousands, except per share amounts

View SEC source
Line itemFor the three monthsended March 31, 2026For the three monthsended March 31, 2025
Revenues:
Site leasing
Site development
Total revenues
Operating expenses:
Cost of revenues (exclusive of depreciation, accretion,
and amortization shown below):
Cost of site leasing
Cost of site development39,42438,188
Selling, general, and administrative expenses (1)
Acquisition and new business initiatives related
adjustments and expenses
Asset impairment and decommission costs
Depreciation, accretion, and amortization
Total operating expenses360,590329,338
Operating income
Other income (expense):
Interest income
Interest expense()()
Non-cash interest expense()()
Amortization of deferred financing fees()()
Other income, net
Total other expense, net()()
Income before income taxes
Provision for income taxes()()
Net income184,902217,906
Net (gain) loss attributable to noncontrolling interests()
Net income attributable to SBA Communications
Corporation$184,830$220,732
Net income per common share attributable to SBA
Communications Corporation:
Basic
Diluted
Weighted-average number of common shares
Basic
Diluted

(1) Includes non-cash compensation of and for the three months ended March 31, 2026 and 2025, respectively.

The accompanying condensed notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

unaudited) (in thousands

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Line itemFor the three monthsended March 31, 2026For the three monthsended March 31, 2025
Net income$184,902$217,906
Adjustments related to interest rate swaps()
Foreign currency translation adjustments
Comprehensive income
Comprehensive loss attributable to noncontrolling interests
Comprehensive income attributable to SBA
Communications Corporation

The accompanying condensed notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

unaudited) (in thousands

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Line itemClass A · Common StockSharesClass A · Common StockAmountAdditional · Paid-InCapitalAccumulatedDeficitAccumulated · Other · ComprehensiveLoss, NetTotal · Shareholders'Deficit
BALANCE, December 31, 2025105,666$1,057$3,059,427$(7,249,905)$(664,098)$(4,853,519)
Net income attributable to SBA
Communications Corporation184,830184,830
Common stock issued in connection with equity
awards and stock purchase plans, offset
by the impact of net share settlements409414,398
Non-cash stock compensation19,184
Adjustments related to interest rate swaps11,106
Repurchase and retirement of common stock(12)(2,245)()
Foreign currency translation adjustments
attributable to SBA Communications
Corporation16,259
Dividends and dividend equivalents
on common stock(133,536)(133,536)
Adjustment to redemption amount related to
noncontrolling interests(8,126)()
BALANCE, March 31, 2026106,063$1,061$3,084,883$(7,200,856)$(636,733)$(4,751,645)
Line itemClass A · Common StockSharesClass A · Common StockAmountAdditional · Paid-InCapitalAccumulatedDeficitAccumulated · Other · ComprehensiveLoss, NetTotal · Shareholders'Deficit
BALANCE, December 31, 2024107,561$1,076$2,975,455$(7,326,189)$(760,280)$(5,109,938)
Net income attributable to SBA
Communications Corporation220,732220,732
Common stock issued in connection with equity
awards and stock purchase plans, offset
by the impact of net share settlements467411,710
Non-cash stock compensation16,115
Adjustments related to interest rate swaps(34,860)()
Foreign currency translation adjustments
attributable to SBA Communications
Corporation58,523
Dividends and dividend equivalents
on common stock(120,759)(120,759)
Adjustment to redemption amount related to
noncontrolling interests(12,230)()
BALANCE, March 31, 2025108,028$1,080$2,991,050$(7,226,216)$(736,617)$(4,970,703)

The accompanying condensed notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

unaudited) (in thousands

View SEC source
Line itemFor the three months ended March 31, 2026For the three months ended March 31, 2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$184,902$217,906
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, accretion, and amortization
Gain on remeasurement of U.S. denominated intercompany loans()()
Non-cash compensation expense
Non-cash asset impairment and decommission costs
Deferred and non-cash income tax provision
Loss on sale of assets
Other non-cash items reflected in the Statements of Operations
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable and costs and estimated earnings in excess of
billings on uncompleted contracts, net
Prepaid expenses and other assets()()
Operating lease right-of-use assets, net
Accounts payable and accrued expenses()()
Accrued interest()()
Long-term lease liabilities()()
Other liabilities()()
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions()()
Capital expenditures()()
Purchase of investments()()
Proceeds from sale of investments
Repayment of loan from unconsolidated joint venture
Proceeds from sale of assets
Other investing activities
Net cash (used in) provided by investing activities()
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under Revolving Credit Facility900,000
Repayments under Revolving Credit Facility()
Repayment of Term Loans()()
Repayment of Tower Securities(750,000)(1,165,000)
Payment of dividends on common stock()()
Proceeds from employee stock purchase/stock option plans
Payments related to taxes on stock options and restricted stock units()()
Other financing activities()()
Net cash used in financing activities()()
Effect of exchange rate changes on cash, cash equivalents, and restricted cash6,7916,143
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH()()
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH:
Beginning of period437,0211,400,657
End of period$332,512$664,106

The accompanying condensed notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

unaudited) (in thousands

View SEC source
Line itemFor the three months ended March 31, 2026For the three months ended March 31, 2025
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest
Income taxes
SUPPLEMENTAL CASH FLOW INFORMATION OF NON-CASH ACTIVITIES:
Right-of-use assets obtained in exchange for new operating lease liabilities
Operating lease modifications and reassessments
Right-of-use assets obtained in exchange for new finance lease liabilities

The accompanying condensed notes are an integral part of these consolidated financial statements.

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.BASIS OF PRESENTATION

The accompanying consolidated financial statements should be read in conjunction with the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for SBA Communications Corporation and its subsidiaries (the “Company”). These financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and, therefore, omit or condense certain footnotes and other information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States. In the opinion of the Company’s management, all adjustments (consisting of normal recurring accruals and deferrals) considered necessary for fair financial statement presentation have been made. The results of operations for an interim period may not give a true indication of the results for the full year.

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.

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 period. 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, 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, net in the Consolidated Statements of Operations as settlement is anticipated or planned in the foreseeable future. The Company recorded a million gain and a million gain, net of taxes, on the remeasurement of intercompany loans for the three months ended March 31, 2026 and 2025, respectively. During the three months ended March 31, 2026, the Company made repayments under its intercompany loan agreements. As of March 31, 2026 and December 31, 2025, the aggregate amount outstanding under the intercompany loan agreements subject to remeasurement with the Company’s foreign subsidiaries was million and million, respectively.

Accounting Standards Updates

Recently Adopted Accounting Pronouncements

In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 adoption of the standard did not have a material impact on the Company’s consolidated financial statements and related 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.

2.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 16 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 6.9% - 8.0%.

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:

in thousands

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Line itemFor the three monthsended March 31, 2026For the three monthsended March 31, 2025
Asset impairment (1)
Write-off of carrying value of decommissioned towers
Other (including tower and equipment decommission costs)
Total asset impairment and decommission costs

(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 million and million as of March 31, 2026 and December 31, 2025, respectively, and are recorded in Other assets on the Consolidated Balance Sheets. The estimation of the fair value of its investments 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 t recognize any impairment loss associated with its investments during the three months ended March 31, 2026 or 2025.

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 March 31, 2026 and December 31, 2025, the Company had million and million of short-term investments, respectively. For the three months ended March 31, 2026, the Company purchased million and sold million of short-term

investments. For the three months ended March 31, 2025, the Company purchased million and sold million of short-term investments.

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 10 for the principal balances, fair values, and carrying values of the Company’s debt instruments.

For discussion of the Company’s derivatives and hedging activities, refer to Note 17.

3.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:

Line itemAs ofMarch 31, 2026As ofDecember 31, 2025Included on Balance Sheet
(in thousands)
Cash and cash equivalents$269,064$264,568Cash and cash equivalents
Securitization escrow accounts10,8889,175Restricted cash - current asset
Payment, performance bonds, and other47,885158,629Restricted cash - current asset
Surety bonds and workers compensation4,6754,649Other assets - noncurrent
Total cash, cash equivalents, and restricted cash$332,512$437,021

Pursuant to the terms of the Tower Securities (see Note 10), 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 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 10) 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.

Payment and performance bonds relate primarily to collateral requirements for tower construction currently in process by the Company. Other restricted cash includes $47.0 million and $155.8 million of cash held by a qualified intermediary for the Company’s like-kind exchange transaction as of March 31, 2026 and December 31, 2025, respectively. 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 March 31, 2026 and December 31, 2025, the Company had million in surety and payment and performance bonds for which 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 March 31, 2026 and December 31, 2025, the Company had pledged $3.0 million and $2.9 million, respectively, as collateral related to its workers’ compensation policy.

4.COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

The Company’s costs and estimated earnings on uncompleted contracts are comprised of the following:

in thousands

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Line itemAs ofMarch 31, 2026As ofDecember 31, 2025
Costs incurred on uncompleted contracts
Estimated earnings
Billings to date()()

These amounts are included in the Consolidated Balance Sheets under the following captions:

in thousands

View SEC source
Line itemAs ofMarch 31, 2026As ofDecember 31, 2025
Costs and estimated earnings in excess of billings on uncompleted contracts$23,326$28,152
Billings in excess of costs and estimated earnings on
uncompleted contracts (included in Other current liabilities)(5,659)(7,181)

At March 31, 2026 and December 31, 2025, the two largest customers comprised 94.7% and 95.4%, respectively, of the costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings on uncompleted contracts.

5.PREPAID EXPENSES AND OTHER CURRENT ASSETS AND OTHER ASSETS

The Company’s prepaid expenses and other current assets are comprised of the following:

in thousands

View SEC source
Line itemAs ofMarch 31, 2026As ofDecember 31, 2025
Short-term investments
Short-term loans receivable (1)
Prepaid real estate taxes
Interest receivable
Prepaid insurance
Prepaid taxes
Prepaid ground rent
Other current assets
Total prepaid expenses and other current assets$254,856$141,651

The Company’s other assets are comprised of the following:

in thousands

View SEC source
Line itemAs ofMarch 31, 2026As ofDecember 31, 2025
Straight-line rent receivable
Interest rate swap asset (2)
Loans receivable
Deferred lease costs, net
Deferred tax asset - long-term
Long-term investments
Other
Total other assets

(1) Short-term loans receivable includes a $56.6 million third-party loan that matures in November 2026 as of March 31, 2026 and December 31, 2025.

(2) Refer to Note 17 for more information on the Company’s interest rate swaps.

6.ACQUISITIONS

The following table summarizes the Company’s acquisition activity:

Line itemFor the three monthsended March 31, 2026For the three monthsended March 31, 2025
Acquisitions of towers and related assets
Land buyouts and other assets (1)
Total cash acquisition capital expenditures

(1) Excludes million and million spent to extend ground lease terms for the three months ended March 31, 2026 and 2025, respectively. The Company recorded these amounts in prepaid expenses and other assets within the changes in operating assets and liabilities, net of acquisitions section of its Consolidated Statements of Cash Flows.

During the three months ended March 31, 2026, the Company acquired 10 towers and related assets and liabilities, as well as the rights to land underneath approximately communication sites in Guatemala. During the three months ended March 31, 2025, the Company acquired 344 towers and related assets and liabilities, including 321 sites related to the transaction with Millicom International Cellular S.A. The table below summarizes the Company’s acquisition of towers and related assets and liabilities, by asset class:

in thousands

View SEC source
Line itemFor the three monthsended March 31, 2026For the three monthsended March 31, 2025
Property and equipment, net$4,548$27,110
Intangible assets, net21,20030,484
Operating lease right-of-use assets, net113,73014,120
Acquisition related holdbacks(145)(129)
Long-term lease liabilities(1,701)(11,991)
Other liabilities assumed, net(5,433)(5,411)
Total acquisitions of towers and related assets and liabilities$132,199$54,183

During the three months ended March 31, 2026, 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. As of March 31, 2026, there were no acquisitions with purchase price allocations that were preliminary.

As of the date of this filing, the Company, subsequent to quarter end, purchased or is under contract to purchase 56 communication sites for an aggregate consideration of $36.9 million in cash. The Company anticipates that these acquisitions will be closed by the end of the third quarter of 2026.

The maximum potential obligation related to contingent consideration for closed acquisitions was million as of March 31, 2026 and December 31, 2025. No such amounts have been recorded on the Company’s Consolidated Balance Sheets.

7.PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:

in thousands

View SEC source
Line itemAs ofMarch 31, 2026As ofDecember 31, 2025
Towers and related assets$6,637,917$6,606,764
Construction-in-process (1)82,29272,794
Furniture, equipment, and vehicles100,07097,984
Land, buildings, and improvements (2)990,430985,019
Total property and equipment
Less: accumulated depreciation(4,394,773)(4,360,762)
Property and equipment, net

(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 million and million for the three months ended March 31, 2026 and 2025, respectively. At March 31, 2026 and December 31, 2025, unpaid capital expenditures that are included in accounts payable and accrued expenses were million and million, respectively.

8.INTANGIBLE ASSETS, NET

The following table provides the gross and net carrying amounts for each major class of intangible assets:

in thousands

View SEC source
Line itemAs of March 31, 2026 · Gross carryingamountAs of March 31, 2026 · AccumulatedamortizationAs of March 31, 2026 · Net bookvalueAs of December 31, 2025 · Gross carryingamountAs of December 31, 2025 · AccumulatedamortizationAs of December 31, 2025 · Net bookvalue
Current contract intangibles$5,734,340$(3,477,694)$2,256,646$5,695,073$(3,438,168)$2,256,905
Network location intangibles2,000,776(1,377,382)623,3941,992,271(1,367,059)625,212
Intangible assets, net$()$()

All intangible assets noted above are included in the Company’s site leasing segment. Amortization expense relating to the intangible assets above was million and million for the three months ended March 31, 2026 and 2025, respectively.

9.ACCRUED EXPENSES

The Company’s accrued expenses are comprised of the following:

in thousands

View SEC source
Line itemAs ofMarch 31, 2026As ofDecember 31, 2025
Salaries and benefits$23,238$32,805
Real estate and property taxes8,3207,596
Unpaid capital expenditures
Acquisition related holdbacks
Other
Total accrued expenses

10.DEBT

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

Line itemMaturity DateAs of · March 31, 2026Principal ‎BalanceAs of · March 31, 2026Fair ValueAs of · March 31, 2026Carrying ‎ValueAs of · December 31, 2025Principal ‎BalanceAs of · December 31, 2025Fair ValueAs of · December 31, 2025Carrying ‎Value
(in thousands)
Revolving Credit FacilityJan. 25, 2029$1,285,000$1,285,000$1,285,000$475,000$475,000$475,000
2024 Term LoanJan. 25, 20312,254,0002,259,6352,235,4432,259,7502,271,0492,240,373
2020-1C Tower Securities (1)(2)Jan. 9, 2026750,000722,460749,945
2020-2C Tower Securities (1)Jan. 11, 2028600,000579,240598,371600,000513,798598,149
2021-1C Tower Securities (1)Nov. 9, 20261,165,0001,004,9291,163,4701,165,0001,003,3561,162,858
2021-2C Tower Securities (1)Apr. 9, 2027895,000871,999893,127895,000852,022892,677
2021-3C Tower Securities (1)Oct. 9, 2031895,000676,889889,412895,000675,797889,178
2022-1C Tower Securities (1)Jan. 11, 2028850,000868,445845,908850,000867,034845,373
2024-1C Tower Securities (1)Oct. 9, 20291,450,0001,448,2601,440,5581,450,0001,446,1291,440,007
2024-2C Tower Securities (1)Oct. 8, 2027620,000621,922617,069620,000625,425616,636
2020 Senior NotesFeb. 15, 20271,500,0001,486,8901,497,0611,500,0001,488,6151,496,240
2021 Senior NotesFeb. 1, 20291,500,0001,425,0001,494,3121,500,0001,434,3751,493,832
Total debt$12,959,731$12,900,268
Less: current maturities of long-term debt(2,683,531)(1,935,802)
Total long-term debt, net of current maturities$10,276,200$10,964,466

(1) The maturity date represents the anticipated repayment date for each issuance.

(2) On January 9, 2026, the Company repaid the aggregate principal amount of the 2020-1C Tower Securities using borrowings from the Revolving Credit Facility.

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

Line itemInterest · Rates as ofMarch 31, 2026For the three months ended March 31, 2026 · CashInterestFor the three months ended March 31, 2026 · Non-cashInterestFor the three months ended March 31, 2025 · CashInterestFor the three months ended March 31, 2025 · Non-cashInterest
(in thousands)
Revolving Credit Facility4.755%$13,838$704
2024 Term Loan (1)5.194%29,38718713,8646,752
2019-1C Tower Securities2.836%1,306
2020-1C Tower Securities1.884%5673,598
2020-2C Tower Securities2.328%3,5403,540
2021-1C Tower Securities1.631%4,8464,846
2021-2C Tower Securities1.840%4,1964,196
2021-3C Tower Securities2.593%5,8735,873
2022-1C Tower Securities6.599%14,09314,093
2024-1C Tower Securities4.831%17,63517,635
2024-2C Tower Securities (2)4.654%7,9777,977
2020 Senior Notes3.875%14,53110214,53198
2021 Senior Notes3.125%11,71911,719
Other3274832661,498
Total

(1) The 2024 Term Loan has a blended rate of 5.194%, 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 5.420% as of March 31, 2026. Refer to Note 17 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 17 for more information on the Company’s treasury lock agreement.

Senior Credit Agreement

As of March 31, 2026, 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 key terms of the Revolving Credit Facility are as follows:

Line itemInterest Rate · as ofMarch 31, 2026 (1)Unused · Commitment · Fee as ofMarch 31, 2026 (2)
Revolving Credit Facility4.755%0.140%

(1) The rate reflected includes a % reduction in the applicable spread as a result of meeting certain sustainability-linked targets as of December 31, 2025.

(2) The rate reflected includes a % reduction in the applicable commitment fee as a result of meeting certain sustainability-linked targets as of December 31, 2025.

The table below summarizes the Company’s Revolving Credit Facility activity during the three months ended March 31, 2026 and 2025:

in thousands

View SEC source
Line itemFor the threeended March 31, 2026For the threeended March 31, 2025
Beginning outstanding balance$475,000
Borrowings900,000
Repayments(90,000)
Ending outstanding balance$1,285,000

Subsequent to March 31, 2026, the Company repaid $205.0 million under the Revolving Credit Facility, and as of the date of this filing, $1.1 billion was outstanding.

Term Loan under the Senior Credit Agreement

2024 Term Loan

During the three months ended March 31, 2026, the Company repaid an aggregate of $5.8 million of principal on the 2024 Term Loan. As of March 31, 2026, the 2024 Term Loan had a principal balance of $2.3 billion.

Secured Tower Revenue Securities

On January 9, 2026, the Company repaid the entire aggregate principal amount of the 2020-1C Tower Securities ($750.0 million) and 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.

As of March 31, 2026, the entities that are borrowers on the mortgage loan (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. The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of the Borrowers.

11.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 15).

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 $1.5 billion share repurchase plan. As of the date of this filing, the Company had $1.1 billion of authorization remaining under this plan.

Dividends

For the three months ended March 31, 2026, the Company paid the following cash dividends:

Date DeclaredPayable to Shareholders · of Record at the Closeof Business onCash PaidPer ShareAggregate AmountPaidDate Paid
February 25, 2026March 13, 2026$1.25$135.2 million (1)March 27, 2026

(1) Amount reflected includes the payment of $2.6 million in dividend equivalents.

Dividends paid in 2026 were ordinary taxable dividends.

Subsequent to March 31, 2026, 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

April 28, 2026 May 22, 2026 $1.25 June 17, 2026

12.STOCK-BASED COMPENSATION

Restricted Stock Units and Performance-Based Restricted Stock Units

The following table summarizes the Company’s RSU and PSU activity for the three months ended March 31, 2026:

in thousands · in thousands

View SEC source
Line itemRSUs · Number ofSharesRSUs · Weighted-Average · Grant Date FairValue per SharePSUs (1) · Number ofSharesPSUs (1) · Weighted-Average · Grant Date FairValue per Share
Outstanding at December 31, 2025480$221.37206$245.29
Granted308$195.7576$209.37
PSU adjustment (2)5$262.67
Vested(206)$225.99(93)$256.19
Forfeited/canceled(14)$209.39
Outstanding at March 31, 2026568$206.08194$222.65

(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 following table summarizes the Company’s activities with respect to its stock option plans for the three months ended March 31, 2026 as follows (dollars and shares in thousands, except for per share data):

Line itemNumberof SharesWeighted- · Average · Exercise PricePer ShareWeighted-Average · Remaining · ContractualLife (in years)AggregateIntrinsic Value
Outstanding at December 31, 2025
Exercised()
Outstanding at March 31, 20265.4
Exercisable at March 31, 20264.5
Unvested at March 31, 20267.0

The total intrinsic value for options exercised during the three months ended March 31, 2026 was million.

13.INCOME TAXES

The primary reason for the difference between the Company’s effective tax rate and the U.S. statutory rate is the Company’s REIT status. A tax provision is recognized because U.S. taxable REIT subsidiary and certain foreign subsidiaries of the Company have profitable operations or are in a net deferred tax liability position.

The Company elected to be taxed as a REIT commencing with its taxable year ended December 31, 2016. As a REIT, the Company generally will be entitled to a deduction for dividends that it pays, and therefore, not subject to U.S. federal corporate income tax on that portion of its net income that it distributes to its shareholders. As a REIT, the Company will continue to pay U.S. federal income tax on earnings, if any, from assets and operations held through its U.S. taxable REIT subsidiary. These assets and operations currently consist primarily of the Company’s site development services and its international operations. The Company’s international operations continue to be subject, as applicable, to foreign taxes in the jurisdictions in which those operations are located. The Company may also be subject to a variety of taxes, including payroll taxes and state, local, and foreign income, property, and other taxes on its assets and operations. The Company’s determination as to the timing and amount of future dividend distributions will be based on a number of factors, including REIT distribution requirements, its existing federal net operating losses (“NOLs”) of approximately million as of December 31, 2025, the Company’s financial condition, earnings, debt covenants, and other possible uses of such funds. 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 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.

In connection with a current 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 expects 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 March 31, 2026, the Company estimates the aggregate range of reasonably possible losses in excess of amounts accrued to be between zero and $114.1 million, excluding penalties and interest of $184.4 million.

14.SEGMENT DATA

The Company operates principally in business segments: site leasing and site development. The Company’s site leasing business includes 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 Company’s 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.

For the three months ended March 31, 2026Domestic Site · Leasing(in thousands)Int'l Site · Leasing(in thousands)Site · Development(in thousands)Other(in thousands)Total(in thousands)
Revenues (1)
Cost of revenues (2)
Operating profit
Selling, general, and administrative expenses
Acquisition and new business initiatives
related adjustments and expenses
Asset impairment and decommission costs
Depreciation, amortization and accretion
Operating income (loss)()
Other expense, net (principally interest
expense and other income)()()
Income before income taxes
Cash capital expenditures (3)
For the three months ended March 31, 2025
Revenues (1)
Cost of revenues (2)
Operating profit
Selling, general, and administrative expenses
Acquisition and new business initiatives
related adjustments and expenses
Asset impairment and decommission costs
Depreciation, amortization and accretion
Operating income (loss)()
Other expense, net (principally interest
expense and other income)()()
Income before income taxes
Cash capital expenditures (3)

AssetsDomestic Site · Leasing(in thousands)Int'l Site · Leasing(in thousands)Site · Development(in thousands)Other (4)(in thousands)Total(in thousands)
As of March 31, 2026
As of December 31, 2025

(1) For the three months ended March 31, 2026 and 2025, site leasing revenue in Brazil was $88.9 million and $85.0 million, respectively. Other than Brazil, no foreign country represented more than % of the Company’s total site leasing revenue 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.

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:

in thousands

View SEC source
Line itemAs ofMarch 31, 2026As ofDecember 31, 2025
Domestic
Brazil
Guatemala
Other international
Total

15.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 three months ended March 31, 2026 and 2025:

Line itemFor the three monthsended March 31, 2026For the three monthsended March 31, 2025
Numerator:
Net income attributable to SBA
Communications Corporation$184,830$220,732
Denominator:
Basic weighted-average shares outstanding
Dilutive impact of stock options, RSUs, and PSUs
Diluted weighted-average shares outstanding
Net income per common share attributable to SBA
Communications Corporation:
Basic
Diluted

For the three months ended March 31, 2026 and 2025, the diluted weighted-average number of common shares outstanding excluded an immaterial number of shares issuable related to the Company’s RSUs, PSUs, and stock options because the impact would be anti-dilutive.

  1. 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.

The components of redeemable noncontrolling interests as of March 31, 2026 and December 31, 2025 are as follows:

in thousands

View SEC source
Line itemMarch 31, 2026December 31, 2025
Beginning balance
Net income attributable to noncontrolling interests
Foreign currency translation adjustments(716)(89)
Purchase of noncontrolling interests
Adjustment to redemption amount
Ending balance

17.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. As of March 31, 2026, 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 March 31, 2026, all 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 March 31, 2026 and December 31, 2025.

Derivatives Designated as Hedging InstrumentsBalance SheetLocationFair Value as of · March 31, 2026(in thousands)Fair Value as of · December 31, 2025(in thousands)
Interest rate swap agreements in a fair value asset positionOther assets$11,362$6,445
Interest rate swap agreement in a fair value liability positionOther long-term liabilities$5,392$12,265

Accumulated other comprehensive loss, net includes an aggregate $10.1 million gain and a $1.0 million loss as of March 31, 2026 and December 31, 2025, respectively.

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 three months ended March 31, 2026 and 2025.

Cash Flow Hedge - Interest Rate Swap AgreementChange in fair value recorded in Accumulated other comprehensiveFor the three months · ended March 31, 2026(in thousands)For the three months · ended March 31, 2025(in thousands)
loss, net$11,790$(40,755)
Gain reclassified from Accumulated other comprehensive
loss, net into earnings$(684)$(684)
Derivatives Not Designated as Hedges - Interest Rate Swap Agreements
Amount reclassified from Accumulated other comprehensive
loss, net into Non-cash interest expense$6,579

ITEM 2. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We are a leading independent owner and operator of wireless communications infrastructure, including tower structures, rooftops, and other structures that support antennas used for wireless communications, which we collectively refer to as “towers” or “sites.” Our principal operations are in the United States and its territories. In addition, we own and operate towers in South America, Central America, and Africa. Our primary business line is our site leasing business, which contributed 98.5% of our total segment operating profit for the three months ended March 31, 2026. In our site leasing business, we (1) lease space to wireless service providers and other customers on assets that we own or operate and (2) manage rooftop and tower sites for property owners under various contractual arrangements. As of March 31, 2026, we owned 46,358 towers, a substantial portion of which have been built by us or built by other tower owners or operators who, like us, have built such towers to lease space to multiple wireless service providers. Our other business line is our site development business, through which we assist wireless service providers in developing and maintaining their own wireless service networks.

Site Leasing

Our primary focus is the leasing of antenna space on our multi-tenant towers to a variety of wireless service providers under long-term lease contracts in the United States, South America, Central America, and Africa. As of March 31, 2026, no U.S. state or territory accounted for more than 10% of our total tower portfolio by tower count, and no U.S. state or territory accounted for more than 10% of our total revenues for the three months ended March 31, 2026. In addition, as of March 31, 2026, approximately 30% and 10% of our total towers are located in Brazil and Guatemala, respectively, and no other international market (each country is considered a market) represented more than 5% of our total towers.

We derive site leasing revenues primarily from wireless service provider tenants. Wireless service providers enter into (1) individual tenant site leases with us, each of which relates to the lease or use of space at an individual site or (2) master lease agreements (“MLA”) with us, which provide for the material terms and conditions that will apply to multiple sites; although, in most cases, each individual site under a MLA is also governed by its own site leasing agreement which sets forth pricing and other site specific terms. Our tenant leases are generally for an initial term of five years to fifteen years with multiple renewal periods at the option of the tenant. Our tenant leases typically either (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. In addition, our international site leases may include pass-through charges, such as rent related to ground leases and other property interests, utilities, property taxes, and fuel.

Cost of site leasing revenue primarily consists of:

Cash and non-cash rental expense on ground leases, right-of-use, and other underlying property interests;

Property taxes;

Site maintenance and monitoring costs (exclusive of employee related costs);

Utilities;

Property insurance;

Fuel (primarily in those international markets that do not have an available electric grid at our tower sites); and

Lease initial direct cost amortization.

Ground leases and other property interests are generally for an initial term of five years or more with multiple renewal periods, which are at our option. Our ground leases typically either (1) contain specific annual rent escalators or (2) escalate annually in accordance with an inflationary index. As of March 31, 2026, approximately 70% of our tower structures were located on parcels of land that we own, land subject to perpetual easements, or parcels of land in which we have a leasehold interest that extends beyond 20 years. For any given tower, costs are relatively fixed over a monthly or an annual time period. As such, operating costs for owned towers do not generally increase as a result of adding additional customers to the tower. The amount of property taxes varies from site to site depending on the taxing jurisdiction and the height and age of the tower. The ongoing maintenance requirements are typically minimal and include replacing lighting systems, painting a tower, or upgrading or repairing an access road or fencing.

In Ecuador, El Salvador, Guatemala, Honduras, Nicaragua, and Panama, substantially all of our revenue, expenses, and capital expenditures arising from our activities are denominated in U.S. dollars. Specifically, most of our ground leases and other property interests, tenant leases, and tower-related expenses are paid in U.S. dollars. In most of our Central American markets, our local currency obligations are principally limited to (1) permitting and other local fees, (2) utilities, and (3) taxes. In Brazil, Chile, and South Africa, substantially all of our revenue, expenses, and capital expenditures, including tenant leases, ground leases and other property interests, and other tower-related expenses are denominated in local currency. In Costa Rica, Peru, and Tanzania, our revenue, expenses, and capital expenditures, including tenant leases, ground leases and other property interests, and other tower-related expenses are denominated in a mix of local currency and U.S. dollars.

As indicated in the table below, our site leasing business generates substantially all of our total segment operating profit. For information regarding our operating segments, see Note 14 of our Consolidated Financial Statements included in this quarterly report.

Segment operating profit as a percentage oftotal operating profitFor the three months endedMarch 31, 2026For the three months endedMarch 31, 2025
Domestic site leasing71.3%76.9%
International site leasing27.2%21.2%
Total site leasing98.5%98.1%

We believe that the site leasing business continues to be attractive due to its long-term contracts, built-in rent escalators, high operating margins, and low customer churn (which refers to a lease that is non-renewed, cancelled, or discounted prior to the end of its term) other than in connection with customer consolidation or cessations of specific technology. We believe that over the long-term, site leasing revenues will continue to grow as wireless service providers lease additional antenna space on our towers due to increasing minutes of network use and data transfer, network expansion, and network coverage requirements.

During the remainder of 2026, we expect core leasing revenue to increase over 2025 levels, on a currency neutral basis, due in part to wireless carriers deploying additional capacity and increasing geographical coverage, the full year impact of towers acquired and built during 2025 and 2026, and the revenues from towers expected to be acquired and built during the remainder of 2026, partially offset by increased churn primarily driven by Sprint and EchoStar. Generally, we believe our site leasing business is characterized by stable and long-term recurring revenues, predictable operating costs, and minimal non-discretionary capital expenditures. Due to the nature and mix of our tower portfolio, we expect future expenditures required to maintain these towers to be minimal. Consequently, we expect to grow our cash flows by (1) adding tenants to our towers at minimal incremental costs by using existing tower capacity or requiring wireless service providers to bear all or a portion of the cost of tower modifications and (2) executing monetary amendments as wireless service providers add or upgrade their equipment. Furthermore, because our towers are strategically positioned, we have historically experienced low tenant lease terminations as a percentage of revenue other than in connection with customer consolidation or cessations of a specific technology.

We expect churn to be elevated through 2026 due to churn in some of our markets. In our domestic markets, we currently expect churn to represent an aggregate of between $132.0 million and $136.0 million of cash site leasing revenue due in part to Sprint and EchoStar churn. In our international markets, we currently expect churn to represent an aggregate of between $36.0 million and $40.0 million of cash site leasing revenue due in part to Oi wireline churn.

Site Development

Our site development business, which is conducted in the United States only, is complementary to our site leasing business and provides us the ability to keep in close contact with the wireless service providers who generate substantially all of our site leasing

revenue and to capture ancillary revenues that are generated by our site leasing activities, such as antenna and equipment installation at our tower locations. Site development revenues are earned primarily from providing a full range of end-to-end services to wireless service providers or companies providing development or project management services to wireless service providers. Our services include: (1) network pre-design; (2) site audits; (3) identification of potential locations for towers and antennas on existing infrastructure; (4) support in leasing of the location; (5) assistance in obtaining zoning approvals and permits; (6) tower and related site construction; (7) antenna installation; and (8) radio equipment installation, commissioning, and maintenance. We provide site development services at our towers and at towers owned by others on a local basis, through regional, market, and project offices. The market offices are responsible for all site development operations.

For information regarding our operating segments, see Note 14 to our Consolidated Financial Statements in this quarterly report.

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 listed in our Annual Report on Form 10-K 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 contained in our Annual Report on Form 10-K 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.

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.

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Revenues and Segment Operating Profit:

RevenuesFor the three months ended · March 31, 2026(in thousands)For the three months ended · March 31, 2025(in thousands)Foreign · Currency Impact(in thousands)Constant · Currency Change(in thousands)Constant · Currency% Change
Domestic site leasing$450,301$460,994$(10,693)(2.3%)
International site leasing205,848155,21512,20238,43124.8%
Site development47,28948,039(750)(1.6%)
Total$703,438$664,248$12,202$26,9884.1%
Cost of Revenues
Domestic site leasing$70,621$68,272$2,3493.4%
International site leasing61,29147,2063,98810,09721.4%
Site development39,42438,1881,2363.2%
Total$171,336$153,666$3,988$13,6828.9%
Operating Profit
Domestic site leasing$379,680$392,722$(13,042)(3.3%)
International site leasing144,557108,0098,21428,33426.2%
Site development7,8659,851(1,986)(20.2%)

Revenues

Domestic site leasing revenues decreased $10.7 million for the three months ended March 31, 2026, as compared to the prior year, primarily due to Sprint, EchoStar, and other lease non-renewals, partially offset by (1) organic site leasing growth from new leases, amendments, and contractual rent escalators and (2) revenues from 23 towers acquired and 31 towers built since January 1, 2025.

International site leasing revenues increased $50.6 million for the three months ended March 31, 2026, as compared to the prior year. On a constant currency basis, international site leasing revenues increased $38.4 million. These changes were primarily due to (1) revenues from 7,133 towers acquired (including 7,110 towers related to the Millicom transaction) and 525 towers built since January 1, 2025, (2) organic site leasing growth from new leases, amendments, and contractual escalators, and (3) increases in non-cash straight line revenue and reimbursable pass-through expenses, partially offset by lease non-renewals and tower divestitures. Site leasing revenue in Brazil represented 13.5% of total site leasing revenue for the period. No other individual international market represented more than 5% of our total site leasing revenue.

Operating Profit

Domestic site leasing segment operating profit decreased $13.0 million for the three months ended March 31, 2026, as compared to the prior year, primarily due to Sprint, EchoStar, and other lease non-renewals.

International site leasing segment operating profit increased $36.5 million for the three months ended March 31, 2026, as compared to the prior year. On a constant currency basis, international site leasing segment operating profit increased $28.3 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, 2025.

Site development segment operating profit decreased $2.0 million for the three months ended March 31, 2026, as compared to the prior year, as a result of an increase in construction costs and decreased carrier activity.

Selling, General, and Administrative Expenses:

Line itemFor the three months endedMarch 31, 2026For the three months endedMarch 31, 2025ForeignCurrency ImpactConstantCurrency ChangeConstant · Currency% Change
(in thousands)
Domestic site leasing$31,357$31,007$3501.1%
International site leasing18,30917,424935(50)(0.3%)
Total site leasing$49,666$48,431$935$3000.6%
Site development3,5793,21536411.3%
Other17,30314,5732,73018.7%
Total$70,548$66,219$935$3,3945.1%

Selling, general, and administrative expenses increased $4.3 million for the three months ended March 31, 2026, as compared to the prior year. On a constant currency basis, selling, general, and administrative expenses increased $3.4 million. These changes were driven primarily by increases in non-cash compensation expense and personnel and other support related costs (as a result of our increased presence in certain markets and entrance into Honduras), partially offset by lower costs associated with our market divestitures since January 1, 2025 and a reduction in bad debt expense.

Asset Impairment and Decommission Costs:

Line itemFor the three months endedMarch 31, 2026For the three months endedMarch 31, 2025ForeignCurrency ImpactConstantCurrency ChangeConstant · Currency% Change
(in thousands)
Domestic site leasing$26,971$15,164$11,80777.9%
International site leasing2,13121,318216(19,403)(91.0%)
Total site leasing$29,102$36,482$216$(7,596)(20.8%)
Site development198198—%
Other544(544)(100.0%)
Total$29,300$37,026$216$(7,942)(21.4%)

Domestic asset impairment and decommission costs increased $11.8 million for the three months ended March 31, 2026, as compared to the prior year. This change was primarily as a result of increases 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 (due in part to Sprint related churn) and in tower and equipment related decommission costs.

International asset impairment and decommission costs decreased $19.2 million for the three months ended March 31, 2026, as compared to the prior year. On a constant currency basis, international asset impairment and decommission costs decreased $19.4 million. These changes were primarily as a result of decreases 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 in Brazil) and in tower and equipment related decommission costs.

Depreciation, Accretion, and Amortization Expense:

Line itemFor the three months endedMarch 31, 2026For the three months endedMarch 31, 2025ForeignCurrency ImpactConstantCurrency ChangeConstant · Currency% Change
(in thousands)
Domestic site leasing$37,618$36,744$8742.4%
International site leasing41,15425,5232,15913,47252.8%
Total site leasing$78,772$62,267$2,159$14,34623.0%
Site development903857465.4%
Other1,6411,924(283)(14.7%)
Total$81,316$65,048$2,159$14,10921.7%

Depreciation, accretion, and amortization expense increased $16.3 million for the three months ended March 31, 2026, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense increased $14.1 million.

These changes were primarily due to an increase in the number of towers we acquired and built since January 1, 2025 (including 7,110 towers acquired related to the Millicom transaction), partially offset by the impact of assets that became fully depreciated since the prior year period.

Operating Income (Expense):

Line itemFor the three months endedMarch 31, 2026For the three months endedMarch 31, 2025ForeignCurrency ImpactConstantCurrency ChangeConstant · Currency% Change
(in thousands)
Domestic site leasing$278,204$303,946$(25,742)(8.5%)
International site leasing80,40342,2264,80833,36979.0%
Total site leasing$358,607$346,172$4,808$7,6272.2%
Site development3,1855,779(2,594)(44.9%)
Other(18,944)(17,041)(1,903)11.2%
Total$342,848$334,910$4,808$3,1300.9%

Domestic site leasing operating income decreased $25.7 million for the three months ended March 31, 2026, as compared to the prior year, primarily due to lower segment operating profit and an increase in asset impairment and decommission costs.

International site leasing operating income increased $38.2 million for the three months ended March 31, 2026, as compared to the prior year. On a constant currency basis, international site leasing operating income increased $33.4 million. These changes were primarily due to higher segment operating profit and a decrease in asset impairment and decommission costs, partially offset by an increase in depreciation, accretion, and amortization expense.

Site development operating income decreased $2.6 million for the three months ended March 31, 2026, as compared to the prior year, primarily due to lower segment operating profit driven by an increase in construction costs and decreased carrier activity.

Other operating expense, net increased $1.9 million for the three months ended March 31, 2026, as compared to the prior year, primarily due to an increase in selling, general, and administrative expenses.

Other Income (Expense):

Line itemFor the three months endedMarch 31, 2026For the three months endedMarch 31, 2025ForeignCurrency ImpactConstantCurrency ChangeConstant · Currency% Change
(in thousands)
Interest income$5,207$10,780$205$(5,778)(53.6%)
Interest expense(128,529)(104,148)(6)(24,375)23.4%
Non-cash interest expense(772)(8,348)7,576(90.8%)
Amortization of deferred financing fees(5,259)(5,434)175(3.2%)
Other income, net22,51932,165(36,604)26,958(126.0%)
Total$(106,834)$(74,985)$(36,405)$4,556(3.5%)

Interest income decreased $5.6 million for the three months ended March 31, 2026, as compared to the prior year. On a constant currency basis, interest income decreased $5.8 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 $24.4 million for the three months ended March 31, 2026, as compared to the prior year. This change was primarily due a higher average principal amount of 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 primarily due to the higher blended rate of the interest rate swap agreements which replaced the previous swap on March 31, 2025 and the impact from the repayment of the 2020-1C Tower Securities on January 9, 2026 using borrowings from the Revolving Credit Facility which accrue interest at a higher rate.

Non-cash interest expense decreased $7.6 million for the three months ended March 31, 2026, 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.

Other income, net includes a $16.3 million gain on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries for the three months ended March 31, 2026. The prior year period included a $54.6 million gain on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries and an $18.8 million loss on sale of assets (which is inclusive of a $28.9 million non-cash adjustment to realize previously unrecognized accumulated currency translation adjustments arising from the sales of our Philippines and Colombia operations).

Provision for Income Taxes:

Line itemFor the three months endedMarch 31, 2026For the three months endedMarch 31, 2025ForeignCurrency ImpactConstantCurrency ChangeConstant · Currency% Change
(in thousands)
Provision for income taxes$(51,112)$(42,019)$10,905$(19,998)84.7%

Provision for income taxes increased $9.1 million for the three months ended March 31, 2026, as compared to the prior year. On a constant currency basis, provision for income taxes increased $20.0 million primarily due to increases in deferred withholding taxes and current taxes, partially offset by a decrease in foreign deferred taxes.

Net Income:

Line itemFor the three months endedMarch 31, 2026For the three months endedMarch 31, 2025ForeignCurrency ImpactConstantCurrency ChangeConstant · Currency% Change
(in thousands)
Net income$184,902$217,906$(20,692)$(12,312)(6.7%)

Net income decreased $33.0 million for the three months ended March 31, 2026, as compared to the prior year. On a constant currency basis, net income decreased $12.3 million. These changes were primarily due to the factors described above.

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.

Line itemFor the three months endedMarch 31, 2026For the three months endedMarch 31, 2025ForeignCurrency ImpactConstantCurrency ChangeConstant · Currency% Change
(in thousands)
Net income$184,902$217,906$(20,692)$(12,312)(6.7%)
Non-cash straight-line leasing revenue(5,515)(1,281)331(4,565)356.4%
Non-cash straight-line ground lease expense257(1,668)431,882(112.8%)
Non-cash compensation18,93615,7131513,07219.6%
Other income, net(22,519)(32,165)36,604(26,958)(126.0%)
Acquisition and new business initiatives
related adjustments and expenses8,0907,379966158.3%
Asset impairment and decommission costs29,30037,026216(7,942)(21.4%)
Interest income(5,207)(10,780)(205)5,778(53.6%)
Interest expense (1)134,560117,930616,62414.1%
Depreciation, accretion, and amortization81,31665,0482,15914,10921.7%
Provision for income taxes (2)51,26842,183(10,903)19,98884.1%
Adjusted EBITDA$475,388$457,291$7,806$10,2912.3%

(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 $18.1 million for the three months ended March 31, 2026, as compared to the prior year period. On a constant currency basis, Adjusted EBITDA increased $10.3 million. These changes were primarily due to an increase in international site leasing segment operating profit, partially offset by decreases in domestic site leasing segment operating profit and site development segment operating profit and an increase in cash selling, general, and administrative expenses.

LIQUIDITY AND CAPITAL RESOURCES

SBA Communications Corporation (“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:

in thousands

View SEC source
Line itemFor the three months ended March 31, 2026For the three months ended March 31, 2025
Cash provided by operating activities$255,085$301,175
Cash (used in) provided by investing activities(296,771)238,266
Cash used in financing activities(69,614)(1,282,135)
Change in cash, cash equivalents, and restricted cash(111,300)(742,694)
Effect of exchange rate changes on cash, cash equiv., and restricted cash6,7916,143
Cash, cash equivalents, and restricted cash, beginning of period437,0211,400,657
Cash, cash equivalents, and restricted cash, end of period$332,512$664,106

Operating Activities

Cash provided by operating activities was $255.1 million for the three months ended March 31, 2026 as compared to $301.2 million for the three months ended March 31, 2025. The decrease was primarily due to increases in cash outflows associated with working capital changes related to the timing of tax and customer payments, increases in interest expense and cash selling, general, and administrative expenses and decreases in domestic site leasing segment operating profit and site development segment operating profit. The decrease was partially offset by increases in international site leasing segment operating profit.

Investing Activities

A detail of our investing activities is as follows:

in thousands

View SEC source
Line itemFor the three months ended March 31, 2026For the three months ended March 31, 2025
Acquisitions of towers and related assets$(132,199)$(54,183)
Land buyouts and other assets (1)(11,297)(9,205)
Construction and related costs(25,533)(19,775)
Augmentation and tower upgrades(10,141)(12,165)
Tower maintenance(11,254)(12,340)
General corporate(1,469)(1,893)
Purchase of investments(725,129)(228,376)
Proceeds from sale of investments618,000415,840
Repayment of loan from unconsolidated joint venture115,000
Proceeds from sale of assets2,17640,428
Other investing activities754,935
Net cash (used in) provided by investing activities$(296,771)$238,266

(1) Excludes $2.0 million and $3.2 million spent to extend ground lease terms for the three months ended March 31, 2026 and 2025, 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.

As of the date of this filing, we, subsequent to quarter end, purchased or are under contract to purchase 56 communication sites for an aggregate consideration of $36.9 million in cash. We anticipate that these acquisitions will be closed by the end of the third 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.

Financing Activities

A detail of our financing activities is as follows:

in thousands

View SEC source
Line itemFor the three months ended March 31, 2026For the three months ended March 31, 2025
Net borrowings under Revolving Credit Facility (1)$810,000
Repayment of Term Loans (1)(5,750)(5,750)
Repayment of Tower Securities (1)(750,000)(1,165,000)
Payment of dividends on common stock(135,195)(122,275)
Proceeds from employee stock purchase/stock option plans34,01736,002
Payments related to taxes on stock options and restricted stock units(19,615)(24,288)
Other financing activities(3,071)(824)
Net cash used in financing activities$(69,614)$(1,282,135)

(1) For additional information regarding our debt instruments and financings, refer to “Debt Instruments and Debt Service Requirements” below.

Dividends

For the three months ended March 31, 2026, we paid the following cash dividends:

Date DeclaredPayable to Shareholders · of Record at the Closeof Business onCash PaidPer ShareAggregate AmountPaidDate Paid
February 25, 2026March 13, 2026$1.25$135.2 million (1)March 27, 2026

(1) Amount reflected includes the payment of $2.6 million in dividend equivalents.

Dividends paid in 2026 were ordinary taxable dividends.

Subsequent to March 31, 2026, 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

April 28, 2026 May 22, 2026 $1.25 June 17, 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.

Registration Statements

We have on file with the Securities and Exchange Commission (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 three months ended March 31, 2026, we did not issue any shares of Class A common stock under this registration statement. As of March 31, 2026, 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 three months ended March 31, 2026, we did not issue any securities under our automatic shelf registration statement.

Debt Instruments and Debt Service Requirements

Senior Credit Agreement

As of March 31, 2026, 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 key terms of the Revolving Credit Facility are as follows:

Line itemInterest Rate · as ofMarch 31, 2026 (1)Unused · Commitment · Fee as ofMarch 31, 2026 (2)
Revolving Credit Facility4.755%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, 2025.

(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, 2025.

The table below summarizes our Revolving Credit Facility activity during the three months ended March 31, 2026 and 2025:

in thousands

View SEC source
Line itemFor the threeended March 31, 2026For the threeended March 31, 2025
Beginning outstanding balance$475,000
Borrowings900,000
Repayments(90,000)
Ending outstanding balance$1,285,000

Subsequent to March 31, 2026, we repaid $205.0 million under the Revolving Credit Facility, and as of the date of this filing, $1.1 billion was outstanding.

Term Loan under the Senior Credit Agreement

2024 Term Loan

During the three months ended March 31, 2026, we repaid an aggregate of $5.8 million of principal on the 2024 Term Loan. As of March 31, 2026, the 2024 Term Loan had a principal balance of $2.3 billion.

Secured Tower Revenue Securities

Tower Revenue Securities Terms

As of March 31, 2026, we, through a New York common law trust (“the Trust”), had issued and outstanding an aggregate of $6.5 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 8,623 tower sites owned by the Borrowers as of March 31, 2026. 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.

On January 9, 2026, we repaid the entire aggregate principal amount of the 2020-1C Tower Securities ($750.0 million) using borrowings from the Revolving Credit Facility. The table below sets forth the material terms of our outstanding Tower Securities as of March 31, 2026:

SecurityIssue DateAmount Outstanding‎(in millions)Interest ‎ Rate (1)Anticipated Repayment DateFinal Maturity Date
2020-2C Tower SecuritiesJul. 14, 2020$600.02.328%Jan. 11, 2028Jul. 9, 2052
2021-1C Tower SecuritiesMay 14, 2021$1,165.01.631%Nov. 9, 2026May 9, 2051
2021-2C Tower SecuritiesOct. 27, 2021$895.01.840%Apr. 9, 2027Oct. 10, 2051
2021-3C Tower SecuritiesOct. 27, 2021$895.02.593%Oct. 9, 2031Oct. 10, 2056
2022-1C Tower SecuritiesNov. 23, 2022$850.06.599%Jan. 11, 2028Nov. 9, 2052
2024-1C Tower SecuritiesOct. 11, 2024$1,450.04.831%Oct. 9, 2029Oct. 8, 2054
2024-2C Tower Securities (2)Oct. 11, 2024$620.04.654%Oct. 8, 2027Oct. 8, 2054

(1) Interest paid monthly.

(2) The interest rate reflected is the all-in fixed rate which includes the impact of the treasury lock agreement entered 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%.

Risk Retention Tower Securities

The table below sets forth the material terms of our outstanding Risk Retention Tower Securities as of March 31, 2026:

SecurityIssue DateAmount Outstanding‎(in millions)Interest ‎ Rate (1)Anticipated Repayment DateFinal Maturity Date
2020-2R Tower Securities (2)Jul. 14, 2020$31.64.336%Jan. 11, 2028Jul. 9, 2052
2021-1R Tower SecuritiesMay 14, 2021$61.43.598%Nov. 9, 2026May 9, 2051
2021-3R Tower SecuritiesOct. 27, 2021$94.34.090%Oct. 9, 2031Oct. 10, 2056
2022-1R Tower SecuritiesNov. 23, 2022$44.87.870%Jan. 11, 2028Nov. 9, 2052
2024-1R Tower SecuritiesOct. 11, 2024$108.76.252%Oct. 9, 2029Oct. 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. The remaining balance of the 2020-2R Tower Securities is $31.6 million.

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.

Debt Covenants

As of March 31, 2026, 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

The table below sets forth the material terms of our outstanding senior notes as of March 31, 2026:

Senior NotesIssue DateAmount Outstanding‎(in millions)Interest Rate CouponMaturity DateInterest Due Dates
2020 Senior NotesFeb. 4, 2020$1,500.03.875%Feb. 15, 2027Feb. 15 & Aug. 15
2021 Senior NotesJan. 29, 2021$1,500.03.125%Feb. 1, 2029Feb. 1 & Aug. 1

Each of our senior notes is subject to redemption, at our option, in whole or in part. We may redeem each of the senior notes during the time periods and at the redemption prices set forth in the indentures.

Debt Service

As of March 31, 2026, 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 March 31, 2027 based on the amounts outstanding as of March 31, 2026 and the interest rates accruing on those amounts on such date:

in thousands

View SEC source
Revolving Credit Facility (1)$62,103
2024 Term Loan (2)140,067
2020-2C Tower Securities14,159
2021-1C Tower Securities (3)1,181,749
2021-2C Tower Securities16,752
2021-3C Tower Securities23,491
2022-1C Tower Securities56,362
2024-1C Tower Securities70,510
2024-2C Tower Securities29,052
2020 Senior Notes1,558,125
2021 Senior Notes46,875
Total debt service for the next 12 months$3,199,245

(1) As of March 31, 2026, $1.3 billion was outstanding under the Revolving Credit Facility. Subsequent to March 31, 2026, we repaid $205.0 million under the Revolving Credit Facility, and as of the date of this filing, $1.1 billion was outstanding.

(2) Total debt service on the 2024 Term Loan reflects a blended rate of 5.194%, 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 5.420% as of March 31, 2026.

(3) Amount includes $1.165 billion of outstanding debt on the 2021-1C Tower Securities based on the anticipated repayment date of November 9, 2026; however, we are not required to pay the balance until the final maturity date of May 9, 2051.

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 3. 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 and fair values associated with our long-term debt instruments assuming our actual level of long-term indebtedness as of March 31, 2026:

in thousands

View SEC source
Line item20262027202820292030ThereafterTotalFair Value
Revolving Credit Facility$1,285,000$1,285,000$1,285,000
2024 Term Loan17,25023,00023,00023,00023,0002,144,7502,254,0002,259,635
2020-2C Tower Securities (1)600,000600,000579,240
2021-1C Tower Securities (1)1,165,0001,165,0001,004,929
2021-2C Tower Securities (1)895,000895,000871,999
2021-3C Tower Securities (1)895,000895,000676,889
2022-1C Tower Securities (1)850,000850,000868,445
2024-1C Tower Securities (1)1,450,0001,450,0001,448,260
2024-2C Tower Securities (1)620,000620,000621,922
2020 Senior Notes1,500,0001,500,0001,486,890
2021 Senior Notes1,500,0001,500,0001,425,000
Total debt obligation$1,182,250$3,038,000$1,473,000$4,258,000$23,000$3,039,750$13,014,000$12,528,209

(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.

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 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 March 31, 2026. As of March 31, 2026, the analysis indicated that such an adverse movement would have caused our interest expense to increase by approximately 2.7% for the three months ended March 31, 2026.

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, net. For the three months ended March 31, 2026, approximately 20.3% of our revenues and approximately 24.2% 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 March 31, 2026. As of March 31, 2026, the analysis indicated that such an adverse movement would have caused our revenues and operating income to decline by approximately 1.1% and 1.0%, respectively, for the three months ended March 31, 2026.

As of March 31, 2026, 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 March 31, 2026 would have resulted in approximately $92.3 million of unrealized gains or losses that would have been included in Other income, net in our Consolidated Statements of Operations for the three months ended March 31, 2026.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

In order to ensure that the information we must disclose in our filings with the Commission is recorded, processed, summarized and reported on a timely basis, we have formalized our disclosure controls and procedures. Our principal executive officer and principal financial officer have reviewed and evaluated the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e) as of March 31, 2026. Based on such evaluation, such officers have concluded that, as of March 31, 2026, our disclosure controls and procedures were effective.

PART II – OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The following table presents information related to our repurchases of Class A common stock during the first quarter of 2026:

PeriodTotal · Number · of SharesPurchasedAverage · Price PaidPer ShareTotal Number of Shares · Purchased as Part of · Publicly AnnouncedPlans or Programs (1)Approximate Dollar Value · of Shares that May Yet Be · Purchased Under thePlans or Programs
1/1/2026 - 1/31/202611,898$188.6611,898$1,122,883,640
2/1/2026 - 2/28/2026$1,122,883,640
3/1/2026 - 3/31/2026$1,122,883,640
Total11,898$188.6611,898$1,122,883,640

(1) On April 27, 2025, our Board of Directors authorized a stock repurchase plan authorizing us to repurchase, from time to time, up to $1.5 billion of our outstanding Class A common stock (the “Repurchase Plan”). As of the date of this filing, we had

$1.1 billion of authorization remaining under the Repurchase Plan. The Repurchase Plan has no expiration and will continue until otherwise modified or terminated by our Board of Directors at any time in its sole discretion.

ITEM 5. OTHER INFORMATION

10b5-1 Trading Plans

During the three months ended March 31, 2026, 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(a) of Regulation S-K.

ITEM 6. EXHIBITS

Exhibit No. Description of Exhibits

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.** 101.INS XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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).*

  • Filed herewith

** Furnished herewith

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