STOCK TITAN

Notifications

Limited Time Offer! Get Platinum at the Gold price until January 31, 2026!

Sign up now and unlock all premium features at an incredible discount.

Read more on the Pricing page

[10-Q] SBA COMMUNICATIONS CORP Quarterly Earnings Report

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
10-Q
Rhea-AI Filing Summary

SBA Communications (SBAC) reported Q3 2025 results with total revenue of $732.3 million, up from $667.6 million year over year. Site leasing contributed $656.4 million and site development $75.9 million. Operating income was $374.2 million. Diluted EPS was $2.20.

Through nine months, revenue reached $2.10 billion and net income attributable to the company was $683.3 million. Cash from operating activities was $987.3 million, supporting $664.4 million of tower acquisitions and $162.1 million of capital expenditures. The company acquired 5,120 towers year to date, including 5,090 sites from Millicom, and later closed on an additional 2,020 Millicom sites for approximately $217.4 million in cash. It also sold all towers in the Philippines and Colombia for $40.3 million and sold 365 Canadian towers for CAD$446.0 million.

Total debt was $12.77 billion, including a $2.27 billion 2024 Term Loan and $280.0 million outstanding on the Revolving Credit Facility; the 2019-1C Tower Securities were repaid. The company repurchased 1.4 million shares for $284.8 million year to date and paid three quarterly cash dividends of $1.11 per share, with another $1.11 declared for payment on December 11, 2025.

Positive
  • None.
Negative
  • None.

Insights

Solid leasing base, active portfolio rotation, higher interest costs.

SBAC delivered Q3 revenue of $732.3M with operating income of $374.2M, driven primarily by site leasing of $656.4M. Site development revenue of $75.9M added growth versus the prior year. Through nine months, net income attributable to the company was $683.3M, reflecting operating scale and other income items.

Balance sheet movements were notable. Year to date, the company acquired 5,120 towers (including 5,090 from Millicom) and subsequently closed 2,020 additional Millicom sites for approximately $217.4M. It exited the Philippines and Colombia for proceeds of $40.3M and sold 365 Canadian towers for CAD$446.0M, indicating active asset recycling.

Debt totaled $12.77B, including the 2024 Term Loan at a blended 5.253% and $280.0M drawn on the revolver; the 2019-1C securities were repaid. Cash from operations of $987.3M supported acquisitions, buybacks of $284.8M, and dividends of $1.11 per share each quarter. Subsequent filings may provide additional detail on integration and leverage trajectory.

false--12-31Q320250001034054http://fasb.org/us-gaap/2024#SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberhttp://fasb.org/us-gaap/2024#OtherAssetsNoncurrenthttp://fasb.org/us-gaap/2024#OtherAssetsNoncurrent0001034054us-gaap:SubsequentEventMember2025-10-012025-11-060001034054sbac:NewPlanMemberus-gaap:SubsequentEventMember2025-11-060001034054us-gaap:CommonClassAMemberus-gaap:CommonStockMember2025-07-012025-09-300001034054us-gaap:CommonClassAMemberus-gaap:CommonStockMember2025-01-012025-09-300001034054us-gaap:CommonClassAMemberus-gaap:CommonStockMember2024-07-012024-09-300001034054us-gaap:CommonClassAMemberus-gaap:CommonStockMember2024-01-012024-09-300001034054us-gaap:RetainedEarningsMember2025-09-300001034054us-gaap:AdditionalPaidInCapitalMember2025-09-300001034054us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-09-300001034054us-gaap:RetainedEarningsMember2025-06-300001034054us-gaap:AdditionalPaidInCapitalMember2025-06-300001034054us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-06-3000010340542025-06-300001034054us-gaap:RetainedEarningsMember2024-12-310001034054us-gaap:AdditionalPaidInCapitalMember2024-12-310001034054us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001034054us-gaap:RetainedEarningsMember2024-09-300001034054us-gaap:AdditionalPaidInCapitalMember2024-09-300001034054us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-09-300001034054us-gaap:RetainedEarningsMember2024-06-300001034054us-gaap:AdditionalPaidInCapitalMember2024-06-300001034054us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-06-3000010340542024-06-300001034054us-gaap:RetainedEarningsMember2023-12-310001034054us-gaap:AdditionalPaidInCapitalMember2023-12-310001034054us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310001034054us-gaap:RestrictedStockUnitsRSUMember2025-09-300001034054us-gaap:PerformanceSharesMember2025-09-300001034054us-gaap:RestrictedStockUnitsRSUMember2024-12-310001034054us-gaap:PerformanceSharesMember2024-12-310001034054us-gaap:RestrictedStockUnitsRSUMember2025-01-012025-09-300001034054us-gaap:SellingGeneralAndAdministrativeExpensesMember2025-07-012025-09-300001034054us-gaap:SellingGeneralAndAdministrativeExpensesMember2025-01-012025-09-300001034054us-gaap:SellingGeneralAndAdministrativeExpensesMember2024-07-012024-09-300001034054us-gaap:SellingGeneralAndAdministrativeExpensesMember2024-01-012024-09-300001034054country:BRsbac:InternationalSiteLeasingRevenueMember2025-07-012025-09-300001034054country:BRsbac:InternationalSiteLeasingRevenueMember2025-01-012025-09-300001034054country:BRsbac:InternationalSiteLeasingRevenueMember2024-07-012024-09-300001034054country:BRsbac:InternationalSiteLeasingRevenueMember2024-01-012024-09-300001034054sbac:SuretyBondsAndWorkersCompensationMember2025-09-300001034054sbac:SuretyBondsAndWorkersCompensationMember2024-12-310001034054sbac:SecuritizationEscrowAccountsMember2025-09-300001034054sbac:PaymentPerformanceBondsAndOtherMember2025-09-300001034054sbac:SecuritizationEscrowAccountsMember2024-12-310001034054sbac:PaymentPerformanceBondsAndOtherMember2024-12-310001034054sbac:TwoThousandNineteenHyphenOneRTowerSecuritiesMember2025-01-012025-09-300001034054us-gaap:RevolvingCreditFacilityMemberus-gaap:SubsequentEventMember2025-10-012025-11-060001034054us-gaap:LandBuildingsAndImprovementsMember2025-09-300001034054us-gaap:ConstructionInProgressMember2025-09-300001034054sbac:TowersAndRelatedComponentsMember2025-09-300001034054sbac:FurnitureEquipmentAndVehiclesMember2025-09-300001034054us-gaap:LandBuildingsAndImprovementsMember2024-12-310001034054us-gaap:ConstructionInProgressMember2024-12-310001034054sbac:TowersAndRelatedComponentsMember2024-12-310001034054sbac:FurnitureEquipmentAndVehiclesMember2024-12-310001034054sbac:MillicomMemberus-gaap:SubsequentEventMember2025-10-012025-11-060001034054us-gaap:InterestRateSwapMemberus-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember2024-01-012024-09-300001034054us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-07-012025-09-300001034054us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-09-300001034054us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-07-012024-09-300001034054us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-09-300001034054sbac:UnconsolidatedJointVentureMember2024-12-310001034054country:GT2025-09-300001034054country:BR2025-09-300001034054country:GT2024-12-310001034054country:BR2024-12-310001034054us-gaap:RevolvingCreditFacilityMemberus-gaap:SubsequentEventMember2025-11-060001034054us-gaap:RevolvingCreditFacilityMember2025-06-300001034054us-gaap:RevolvingCreditFacilityMember2024-09-300001034054us-gaap:RevolvingCreditFacilityMember2024-06-300001034054us-gaap:RevolvingCreditFacilityMember2023-12-310001034054sbac:DerivativesNotDesignatedAsHedgesInterestRateSwapAgreementsMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedOtherComprehensiveIncomeLossDerivativeQualifyingAsHedgeExcludedComponentIncludingPortionAttributableToNoncontrollingInterestMember2025-01-012025-09-300001034054sbac:DerivativesNotDesignatedAsHedgesInterestRateSwapAgreementsMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedOtherComprehensiveIncomeLossDerivativeQualifyingAsHedgeExcludedComponentIncludingPortionAttributableToNoncontrollingInterestMember2024-07-012024-09-300001034054sbac:DerivativesNotDesignatedAsHedgesInterestRateSwapAgreementsMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedOtherComprehensiveIncomeLossDerivativeQualifyingAsHedgeExcludedComponentIncludingPortionAttributableToNoncontrollingInterestMember2024-01-012024-09-300001034054us-gaap:SecretariatOfTheFederalRevenueBureauOfBrazilMemberus-gaap:SubsequentEventMember2025-11-060001034054srt:MinimumMemberus-gaap:SecretariatOfTheFederalRevenueBureauOfBrazilMemberus-gaap:SubsequentEventMember2025-10-012025-11-060001034054srt:MaximumMemberus-gaap:SecretariatOfTheFederalRevenueBureauOfBrazilMemberus-gaap:SubsequentEventMember2025-10-012025-11-060001034054sbac:PhilippinesAndColombiaMember2025-01-012025-03-310001034054sbac:NetworkLocationIntangiblesMember2025-09-300001034054sbac:CurrentContractIntangiblesMember2025-09-300001034054sbac:NetworkLocationIntangiblesMember2024-12-310001034054sbac:CurrentContractIntangiblesMember2024-12-310001034054sbac:WorkersCompensationPolicyMember2025-09-300001034054sbac:PaymentAndPerformanceBondsMember2025-09-300001034054sbac:WorkersCompensationPolicyMember2024-12-310001034054sbac:PaymentAndPerformanceBondsMember2024-12-310001034054sbac:O2025Q4DividendsMemberus-gaap:SubsequentEventMember2025-11-060001034054us-gaap:RetainedEarningsMember2025-07-012025-09-300001034054us-gaap:RetainedEarningsMember2025-01-012025-09-300001034054sbac:O2025Q1DividendsMember2025-01-012025-09-300001034054us-gaap:RetainedEarningsMember2024-07-012024-09-300001034054us-gaap:RetainedEarningsMember2024-01-012024-09-300001034054sbac:O2025Q4DividendsMemberus-gaap:SubsequentEventMember2025-10-012025-11-060001034054us-gaap:InterestRateSwapMember2025-01-012025-09-300001034054us-gaap:InterestRateSwapMember2024-01-012024-12-310001034054sbac:TwoThousandTwentyFourHyphenTwoCTowerSecuritiesMember2024-09-112024-09-110001034054us-gaap:OtherNoncurrentLiabilitiesMemberus-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMember2025-09-300001034054us-gaap:OtherNoncurrentAssetsMemberus-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMember2025-09-300001034054us-gaap:OtherNoncurrentAssetsMemberus-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-12-310001034054us-gaap:InterestRateSwapMemberus-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember2025-07-012025-09-300001034054us-gaap:InterestRateSwapMemberus-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember2025-01-012025-09-300001034054us-gaap:InterestRateSwapMemberus-gaap:AccumulatedGainLossCashFlowHedgeIncludingNoncontrollingInterestMember2024-07-012024-09-300001034054sbac:TwoThousandTwentyFourTermLoanMemberus-gaap:InterestRateSwapMember2025-09-300001034054us-gaap:AllOtherSegmentsMember2025-07-012025-09-300001034054sbac:TwoThousandNineteenHyphenOneCTowerSecuritiesMember2025-09-300001034054sbac:TwoThousandFourteenHyphenTwoCTowerSecuritiesMember2025-09-300001034054us-gaap:RevolvingCreditFacilityMember2025-09-300001034054sbac:TwoThousandTwentyTwoHyphenOneCTowerSecuritiesMember2025-09-300001034054sbac:TwoThousandTwentyOneHyphenTwoCTowerSecuritiesMember2025-09-300001034054sbac:TwoThousandTwentyOneHyphenThreeCTowerSecuritiesMember2025-09-300001034054sbac:TwoThousandTwentyOneHyphenOneCTowerSecuritiesMember2025-09-300001034054sbac:TwoThousandTwentyHyphenTwoCTowerSecuritiesMember2025-09-300001034054sbac:TwoThousandTwentyHyphenOneCTowerSecuritiesMember2025-09-300001034054sbac:TwoThousandTwentyFourTermLoanMember2025-09-300001034054sbac:TwoThousandTwentyFourHyphenTwoCTowerSecuritiesMember2025-09-300001034054sbac:TwoThousandTwentyFourHyphenOneCTowerSecuritiesMember2025-09-300001034054sbac:SeniorNotesSixMember2025-09-300001034054sbac:SeniorNotesNineMember2025-09-300001034054sbac:TwoThousandTwentyTwoHyphenOneCTowerSecuritiesMember2024-12-310001034054sbac:TwoThousandTwentyOneHyphenTwoCTowerSecuritiesMember2024-12-310001034054sbac:TwoThousandTwentyOneHyphenThreeCTowerSecuritiesMember2024-12-310001034054sbac:TwoThousandTwentyOneHyphenOneCTowerSecuritiesMember2024-12-310001034054sbac:TwoThousandTwentyHyphenTwoCTowerSecuritiesMember2024-12-310001034054sbac:TwoThousandTwentyHyphenOneCTowerSecuritiesMember2024-12-310001034054sbac:TwoThousandTwentyFourTermLoanMember2024-12-310001034054sbac:TwoThousandTwentyFourHyphenTwoCTowerSecuritiesMember2024-12-310001034054sbac:TwoThousandTwentyFourHyphenOneCTowerSecuritiesMember2024-12-310001034054sbac:TwoThousandNineteenHyphenOneCTowerSecuritiesMember2024-12-310001034054sbac:SeniorNotesSixMember2024-12-310001034054sbac:SeniorNotesNineMember2024-12-310001034054sbac:TwoThousandTwentyFourHyphenTwoCTowerSecuritiesMember2024-09-110001034054srt:MinimumMemberus-gaap:RevolvingCreditFacilityMember2025-01-012025-09-300001034054srt:MaximumMemberus-gaap:RevolvingCreditFacilityMember2025-01-012025-09-300001034054sbac:SiteDevelopmentConstructionMember2025-07-012025-09-300001034054sbac:SiteDevelopmentConstructionMember2025-01-012025-09-300001034054sbac:SiteDevelopmentConstructionMember2024-07-012024-09-300001034054sbac:SiteDevelopmentConstructionMember2024-01-012024-09-300001034054srt:MaximumMembersbac:ForeignCountriesOtherThanBrazilMemberus-gaap:SalesRevenueNetMemberus-gaap:GeographicConcentrationRiskMember2025-01-012025-09-300001034054sbac:TwoLargestCustomersMembersbac:ContractWithCustomerMemberus-gaap:CustomerConcentrationRiskMember2025-01-012025-09-300001034054sbac:TwoLargestCustomersMembersbac:ContractWithCustomerMemberus-gaap:CustomerConcentrationRiskMember2024-01-012024-12-310001034054srt:MaximumMembersbac:ForeignCountriesOtherThanBrazilMemberus-gaap:SalesRevenueNetMemberus-gaap:GeographicConcentrationRiskMember2024-01-012024-09-300001034054us-gaap:CommonClassAMemberus-gaap:CommonStockMember2025-09-300001034054us-gaap:CommonClassAMemberus-gaap:CommonStockMember2025-06-300001034054us-gaap:CommonClassAMemberus-gaap:CommonStockMember2024-12-310001034054us-gaap:CommonClassAMemberus-gaap:CommonStockMember2024-09-300001034054us-gaap:CommonClassAMemberus-gaap:CommonStockMember2024-06-300001034054us-gaap:CommonClassAMemberus-gaap:CommonStockMember2023-12-310001034054sbac:O2025Q3DividendsMember2025-07-012025-09-300001034054sbac:O2025Q2DividendsMember2025-04-012025-06-300001034054sbac:O2025Q1DividendsMember2025-01-012025-03-3100010340542024-09-3000010340542023-12-310001034054us-gaap:AllOtherSegmentsMember2025-09-300001034054sbac:SiteDevelopmentConstructionMember2025-09-300001034054sbac:DomesticSiteLeasingRevenueMember2025-09-300001034054us-gaap:AllOtherSegmentsMember2024-12-310001034054sbac:SiteDevelopmentConstructionMember2024-12-310001034054sbac:InternationalSiteLeasingRevenueMember2024-12-310001034054sbac:DomesticSiteLeasingRevenueMember2024-12-310001034054srt:MinimumMemberus-gaap:MeasurementInputDiscountRateMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2025-09-300001034054srt:MaximumMemberus-gaap:MeasurementInputDiscountRateMemberus-gaap:ValuationTechniqueDiscountedCashFlowMember2025-09-300001034054us-gaap:AdditionalPaidInCapitalMember2025-07-012025-09-300001034054us-gaap:AdditionalPaidInCapitalMember2025-01-012025-09-300001034054us-gaap:AdditionalPaidInCapitalMember2024-07-012024-09-300001034054us-gaap:AdditionalPaidInCapitalMember2024-01-012024-09-300001034054sbac:NewPlanMemberus-gaap:CommonClassAMember2025-04-270001034054sbac:NewPlanMember2025-04-270001034054sbac:ForthQuarter2025AcquisitionsMember2025-01-012025-09-300001034054us-gaap:PerformanceSharesMember2025-01-012025-09-300001034054country:CAus-gaap:SubsequentEventMember2025-10-152025-10-150001034054sbac:OtherAcquisitionsMember2025-01-012025-09-300001034054sbac:MillicomMember2025-10-012025-11-060001034054sbac:ContractWithCustomerMemberus-gaap:CustomerConcentrationRiskMember2025-01-012025-09-300001034054sbac:ContractWithCustomerMemberus-gaap:CustomerConcentrationRiskMember2024-01-012024-12-310001034054sbac:OtherAcquisitionsMemberus-gaap:SubsequentEventMember2025-10-012025-11-060001034054sbac:MillicomMember2025-01-012025-09-300001034054sbac:OtherAcquisitionsMember2024-01-012024-09-300001034054sbac:InternationalSiteLeasingRevenueMember2025-09-3000010340542024-01-012024-12-310001034054us-gaap:RevolvingCreditFacilityMember2025-07-012025-09-300001034054sbac:TwoThousandTwentyTwoHyphenOneCTowerSecuritiesMember2025-07-012025-09-300001034054sbac:TwoThousandTwentyOneHyphenTwoCTowerSecuritiesMember2025-07-012025-09-300001034054sbac:TwoThousandTwentyOneHyphenThreeCTowerSecuritiesMember2025-07-012025-09-300001034054sbac:TwoThousandTwentyOneHyphenOneCTowerSecuritiesMember2025-07-012025-09-300001034054sbac:TwoThousandTwentyHyphenTwoCTowerSecuritiesMember2025-07-012025-09-300001034054sbac:TwoThousandTwentyHyphenOneCTowerSecuritiesMember2025-07-012025-09-300001034054sbac:TwoThousandTwentyFourTermLoanMember2025-07-012025-09-300001034054sbac:TwoThousandTwentyFourHyphenTwoCTowerSecuritiesMember2025-07-012025-09-300001034054sbac:TwoThousandTwentyFourHyphenOneCTowerSecuritiesMember2025-07-012025-09-300001034054sbac:SeniorNotesSixMember2025-07-012025-09-300001034054sbac:SeniorNotesNineMember2025-07-012025-09-300001034054sbac:OtherDebtMember2025-07-012025-09-300001034054us-gaap:RevolvingCreditFacilityMember2025-01-012025-09-300001034054sbac:TwoThousandTwentyTwoHyphenOneCTowerSecuritiesMember2025-01-012025-09-300001034054sbac:TwoThousandTwentyOneHyphenTwoCTowerSecuritiesMember2025-01-012025-09-300001034054sbac:TwoThousandTwentyOneHyphenThreeCTowerSecuritiesMember2025-01-012025-09-300001034054sbac:TwoThousandTwentyOneHyphenOneCTowerSecuritiesMember2025-01-012025-09-300001034054sbac:TwoThousandTwentyHyphenTwoCTowerSecuritiesMember2025-01-012025-09-300001034054sbac:TwoThousandTwentyHyphenOneCTowerSecuritiesMember2025-01-012025-09-300001034054sbac:TwoThousandTwentyFourTermLoanMember2025-01-012025-09-300001034054sbac:TwoThousandTwentyFourHyphenTwoCTowerSecuritiesMember2025-01-012025-09-300001034054sbac:TwoThousandTwentyFourHyphenOneCTowerSecuritiesMember2025-01-012025-09-300001034054sbac:TwoThousandNineteenHyphenOneCTowerSecuritiesMember2025-01-012025-09-300001034054sbac:SeniorNotesSixMember2025-01-012025-09-300001034054sbac:SeniorNotesNineMember2025-01-012025-09-300001034054sbac:OtherDebtMember2025-01-012025-09-300001034054us-gaap:RevolvingCreditFacilityMember2024-07-012024-09-300001034054sbac:TwoThousandTwentyTwoHyphenOneCTowerSecuritiesMember2024-07-012024-09-300001034054sbac:TwoThousandTwentyOneHyphenTwoCTowerSecuritiesMember2024-07-012024-09-300001034054sbac:TwoThousandTwentyOneHyphenThreeCTowerSecuritiesMember2024-07-012024-09-300001034054sbac:TwoThousandTwentyOneHyphenOneCTowerSecuritiesMember2024-07-012024-09-300001034054sbac:TwoThousandTwentyHyphenTwoCTowerSecuritiesMember2024-07-012024-09-300001034054sbac:TwoThousandTwentyHyphenOneCTowerSecuritiesMember2024-07-012024-09-300001034054sbac:TwoThousandTwentyFourTermLoanMember2024-07-012024-09-300001034054sbac:TwoThousandNineteenHyphenOneCTowerSecuritiesMember2024-07-012024-09-300001034054sbac:TwoThousandFourteenHyphenTwoCTowerSecuritiesMember2024-07-012024-09-300001034054sbac:SeniorNotesSixMember2024-07-012024-09-300001034054sbac:SeniorNotesNineMember2024-07-012024-09-300001034054sbac:OtherDebtMember2024-07-012024-09-300001034054us-gaap:RevolvingCreditFacilityMember2024-01-012024-09-300001034054sbac:TwoThousandTwentyTwoHyphenOneCTowerSecuritiesMember2024-01-012024-09-300001034054sbac:TwoThousandTwentyOneHyphenTwoCTowerSecuritiesMember2024-01-012024-09-300001034054sbac:TwoThousandTwentyOneHyphenThreeCTowerSecuritiesMember2024-01-012024-09-300001034054sbac:TwoThousandTwentyOneHyphenOneCTowerSecuritiesMember2024-01-012024-09-300001034054sbac:TwoThousandTwentyHyphenTwoCTowerSecuritiesMember2024-01-012024-09-300001034054sbac:TwoThousandTwentyHyphenOneCTowerSecuritiesMember2024-01-012024-09-300001034054sbac:TwoThousandTwentyFourTermLoanMember2024-01-012024-09-300001034054sbac:TwoThousandNineteenHyphenOneCTowerSecuritiesMember2024-01-012024-09-300001034054sbac:TwoThousandFourteenHyphenTwoCTowerSecuritiesMember2024-01-012024-09-300001034054sbac:TwoThousandEighteenTermLoanMember2024-01-012024-09-300001034054sbac:SeniorNotesSixMember2024-01-012024-09-300001034054sbac:SeniorNotesNineMember2024-01-012024-09-300001034054sbac:OtherDebtMember2024-01-012024-09-300001034054sbac:OtherAcquisitionsMember2025-09-300001034054sbac:OtherAcquisitionsMember2024-09-300001034054sbac:InternationalSiteLeasingRevenueMember2025-07-012025-09-300001034054sbac:DomesticSiteLeasingRevenueMember2025-07-012025-09-300001034054us-gaap:AllOtherSegmentsMember2025-01-012025-09-300001034054sbac:InternationalSiteLeasingRevenueMember2025-01-012025-09-300001034054sbac:DomesticSiteLeasingRevenueMember2025-01-012025-09-300001034054us-gaap:AllOtherSegmentsMember2024-07-012024-09-300001034054sbac:InternationalSiteLeasingRevenueMember2024-07-012024-09-300001034054sbac:DomesticSiteLeasingRevenueMember2024-07-012024-09-3000010340542024-07-012024-09-300001034054us-gaap:AllOtherSegmentsMember2024-01-012024-09-300001034054sbac:InternationalSiteLeasingRevenueMember2024-01-012024-09-300001034054sbac:DomesticSiteLeasingRevenueMember2024-01-012024-09-3000010340542024-01-012024-09-3000010340542025-09-3000010340542024-12-3100010340542025-07-012025-09-3000010340542025-10-2900010340542025-01-012025-09-30iso4217:CADsbac:segmentiso4217:USDxbrli:sharessbac:customersbac:sitesbac:itemxbrli:pureiso4217:USDxbrli:shares

Table of Contents

-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

OR

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: 001-16853

SBA COMMUNICATIONS CORPORATION

(Exact name of Registrant as specified in its charter)

Florida

65-0716501

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

8051 Congress Avenue

Boca Raton, Florida

33487

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (561995-7670

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Class A Common Stock, $0.01 par value per share

SBAC

The NASDAQ Stock Market LLC

(NASDAQ Global Select Market)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  x    No  ¨

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x   No  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

x

Accelerated Filer

¨

Non-Accelerated Filer

¨

Smaller Reporting Company

¨

Emerging Growth Company

¨

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    Yes  ¨    No  x

Indicate the number of shares outstanding of each issuer’s classes of common stock, as of the latest practicable date: 106,546,867 shares of Class A common stock as of October 29, 2025.


Table of Contents

Table of Contents

 

 

Page

PART I – FINANCIAL INFORMATION 

Item 1.

Financial Statements

 

Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024

1

Consolidated Statements of Operations (unaudited) for the three and nine months ended September 30, 2025 and 2024

2

Consolidated Statements of Comprehensive Income (unaudited) for the three and nine months ended September 30, 2025 and 2024

3

Consolidated Statement of Shareholders’ Deficit (unaudited) for the three and nine months ended September 30, 2025 and 2024

4

Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2025 and 2024

6

Condensed Notes to Consolidated Financial Statements (unaudited)

8

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

23

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

40

Item 4.

Controls and Procedures

43

PART II – OTHER INFORMATION 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

43

Item 5.

Other Information

43

Item 6.

Exhibits

44

SIGNATURES

45


Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (in thousands, except par values)

September 30,

December 31,

2025

2024

ASSETS

(unaudited)

Current assets:

Cash and cash equivalents

$

430,306

$

189,841

Restricted cash

30,467

1,206,653

Accounts receivable, net

158,126

145,695

Costs and estimated earnings in excess of billings on uncompleted contracts

49,564

19,198

Prepaid expenses and other current assets

144,061

417,333

Total current assets

812,524

1,978,720

Property and equipment, net

3,295,621

2,792,084

Intangible assets, net

2,725,045

2,388,707

Operating lease right-of-use assets, net

2,435,273

2,292,459

Acquired and other right-of-use assets, net

1,349,714

1,308,269

Other assets

642,062

657,097

Total assets

$

11,260,239

$

11,417,336

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS,

AND SHAREHOLDERS' DEFICIT

Current liabilities:

Accounts payable

$

219,725

$

59,549

Accrued expenses

97,536

81,977

Current maturities of long-term debt

772,562

1,187,913

Deferred revenue

132,336

127,308

Accrued interest

37,845

62,239

Current lease liabilities

291,537

261,017

Other current liabilities

59,427

17,933

Total current liabilities

1,610,968

1,797,936

Long-term liabilities:

Long-term debt, net

11,932,919

12,403,825

Long-term lease liabilities

2,019,508

1,903,439

Other long-term liabilities

554,222

367,942

Total long-term liabilities

14,506,649

14,675,206

Redeemable noncontrolling interests

76,605

54,132

Shareholders' deficit:

Preferred stock - par value $0.01, 30,000 shares authorized, no shares issued or outstanding

Common stock - Class A, par value $0.01, 400,000 shares authorized, 106,773 shares and

107,561 shares issued and outstanding at September 30, 2025 and December 31, 2024,

respectively

1,068

1,076

Additional paid-in capital

3,038,027

2,975,455

Accumulated deficit

(7,284,980)

(7,326,189)

Accumulated other comprehensive loss, net

(688,098)

(760,280)

Total shareholders' deficit

(4,933,983)

(5,109,938)

Total liabilities, redeemable noncontrolling interests, and shareholders' deficit

$

11,260,239

$

11,417,336

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

1


Table of Contents

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited) (in thousands, except per share amounts)

For the three months

For the nine months

ended September 30,

ended September 30,

2025

2024

2025

2024

Revenues:

Site leasing

$

656,427

$

625,697

$

1,904,424

$

1,880,430

Site development

75,900

41,898

191,132

105,504

Total revenues

732,327

667,595

2,095,556

1,985,934

Operating expenses:

Cost of revenues (exclusive of depreciation, accretion,

and amortization shown below):

Cost of site leasing

127,281

117,948

361,330

346,893

Cost of site development

62,508

32,391

154,222

82,705

Selling, general, and administrative expenses (1)

66,008

60,087

203,249

191,161

Acquisition and new business initiatives related

adjustments and expenses

5,156

5,388

18,422

19,379

Asset impairment and decommission costs

20,322

12,670

102,578

87,928

Depreciation, accretion, and amortization

76,883

63,515

211,894

204,444

Total operating expenses

358,158

291,999

1,051,695

932,510

Operating income

374,169

375,596

1,043,861

1,053,424

Other income (expense):

Interest income

5,517

6,999

24,452

21,359

Interest expense

(120,154)

(95,711)

(343,959)

(289,632)

Non-cash interest expense

(567)

(7,192)

(10,148)

(22,715)

Amortization of deferred financing fees

(5,477)

(5,185)

(16,326)

(15,405)

Loss from extinguishment of debt, net

(4,428)

Other income (expense), net

35,595

23,700

111,881

(125,811)

Total other expense, net

(85,086)

(77,389)

(234,100)

(436,632)

Income before income taxes

289,083

298,207

809,761

616,792

Provision for income taxes

(48,652)

(42,316)

(125,730)

(46,906)

Net income

240,431

255,891

684,031

569,886

Net (income) loss attributable to noncontrolling interests

(3,615)

2,643

(689)

6,020

Net income attributable to SBA Communications

Corporation

$

236,816

$

258,534

$

683,342

$

575,906

Net income per common share attributable to SBA

Communications Corporation:

Basic

$

2.21

$

2.41

$

6.36

$

5.35

Diluted

$

2.20

$

2.40

$

6.34

$

5.33

Weighted-average number of common shares

Basic

107,257

107,486

107,509

107,683

Diluted

107,559

107,922

107,831

108,072

(1)Includes non-cash compensation of $18,655 and $15,732 for the three months ended September 30, 2025 and 2024, respectively, and $54,569 and $54,376 for the nine months ended September 30, 2025 and 2024, respectively.

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

2


Table of Contents

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited) (in thousands)

For the three months

For the nine months

ended September 30,

ended September 30,

2025

2024

2025

2024

Net income

$

240,431

$

255,891

$

684,031

$

569,886

Adjustments related to interest rate swaps

(2,893)

(45,034)

(49,347)

(42,404)

Foreign currency translation adjustments

27,314

22,827

121,481

(66,708)

Comprehensive income

264,852

233,684

756,165

460,774

Comprehensive (income) loss attributable to noncontrolling interests

(4,586)

2,980

(641)

6,682

Comprehensive income attributable to SBA

Communications Corporation

$

260,266

$

236,664

$

755,524

$

467,456

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


3


Table of Contents

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(unaudited) (in thousands)

Accumulated

Class A

Additional

Other

Total

Common Stock

Paid-In

Accumulated

Comprehensive

Shareholders'

Shares

Amount

Capital

Deficit

Loss, Net

Deficit

BALANCE, June 30, 2025

107,487 

$

1,075 

$

3,022,684 

$

(7,251,106)

$

(711,548)

$

(4,938,895)

Net income attributable to SBA

Communications Corporation

236,816 

236,816 

Common stock issued in connection with equity

awards and stock purchase plans, offset

by the impact of net share settlements

17 

2,427 

2,427 

Non-cash stock compensation

19,632 

19,632 

Adjustments related to interest rate swaps

(2,893)

(2,893)

Repurchase and retirement of common stock

(731)

(7)

(150,828)

(150,835)

Foreign currency translation adjustments

attributable to SBA Communications

Corporation

26,343 

26,343 

Dividends and dividend equivalents

on common stock

(119,862)

(119,862)

Adjustment to redemption amount related to

noncontrolling interests

(6,716)

(6,716)

BALANCE, September 30, 2025

106,773 

$

1,068 

$

3,038,027 

$

(7,284,980)

$

(688,098)

$

(4,933,983)

Accumulated

Class A

Additional

Other

Total

Common Stock

Paid-In

Accumulated

Comprehensive

Shareholders'

Shares

Amount

Capital

Deficit

Loss, Net

Deficit

BALANCE, December 31, 2024

107,561 

1,076 

2,975,455 

(7,326,189)

(760,280)

(5,109,938)

Net income attributable to SBA

Communications Corporation

683,342 

683,342 

Common stock issued in connection with equity

awards and stock purchase plans, offset

by the impact of net share settlements

560 

5 

26,611 

26,616 

Non-cash stock compensation

57,647 

57,647 

Adjustments related to interest rate swaps

(49,347)

(49,347)

Repurchase and retirement of common stock

(1,348)

(13)

(281,518)

(281,531)

Foreign currency translation adjustments

attributable to SBA Communications

Corporation

121,529 

121,529 

Dividends and dividend equivalents

on common stock

(360,615)

(360,615)

Adjustment to redemption amount related to

noncontrolling interests

(21,686)

(21,686)

BALANCE, September 30, 2025

106,773 

$

1,068 

$

3,038,027 

$

(7,284,980)

$

(688,098)

$

(4,933,983)


4


Table of Contents

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(unaudited) (in thousands)

Accumulated

Class A

Additional

Other

Total

Common Stock

Paid-In

Accumulated

Comprehensive

Shareholders'

Shares

Amount

Capital

Deficit

Loss, Net

Deficit

BALANCE, June 30, 2024

107,471 

$

1,075 

$

2,930,332 

$

(7,546,370)

$

(701,778)

$

(5,316,741)

Net income attributable to SBA

Communications Corporation

258,534 

258,534 

Common stock issued in connection with equity

awards and stock purchase plans, offset

by the impact of net share settlements

35 

5,715 

5,715 

Non-cash stock compensation

16,728 

16,728 

Adjustments related to interest rate swaps

(45,034)

(45,034)

Foreign currency translation adjustments

attributable to SBA Communications

Corporation

23,164 

23,164 

Dividends and dividend equivalents

on common stock

(105,963)

(105,963)

Adjustment to redemption amount related to

noncontrolling interests

(11,255)

(11,255)

BALANCE, September 30, 2024

107,506 

$

1,075 

$

2,941,520 

$

(7,393,799)

$

(723,648)

$

(5,174,852)

Accumulated

Class A

Additional

Other

Total

Common Stock

Paid-In

Accumulated

Comprehensive

Shareholders'

Shares

Amount

Capital

Deficit

Loss, Net

Deficit

BALANCE, December 31, 2023

108,050 

$

1,080 

$

2,894,060 

$

(7,450,824)

$

(615,198)

$

(5,170,882)

Net income attributable to SBA

Communications Corporation

575,906 

575,906 

Common stock issued in connection with equity

awards and stock purchase plans, offset

by the impact of net share settlements

391 

4 

8,903 

8,907 

Non-cash stock compensation

57,754 

57,754 

Adjustments related to interest rate swaps

(42,404)

(42,404)

Repurchase and retirement of common stock

(935)

(9)

(200,010)

(200,019)

Foreign currency translation adjustments

attributable to SBA Communications

Corporation

(66,046)

(66,046)

Dividends and dividend equivalents

on common stock

(318,871)

(318,871)

Adjustment to redemption amount related to

noncontrolling interests

(19,197)

(19,197)

BALANCE, September 30, 2024

107,506 

$

1,075 

$

2,941,520 

$

(7,393,799)

$

(723,648)

$

(5,174,852)

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


5


Table of Contents

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited) (in thousands)

For the nine months ended September 30,

2025

2024

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

$

684,031

$

569,886

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation, accretion, and amortization

211,894

204,444

(Gain) loss on remeasurement of U.S. denominated intercompany loans

(137,753)

119,526

Non-cash compensation expense

56,552

56,439

Non-cash asset impairment and decommission costs

96,094

73,959

Loss from extinguishment of debt, net

4,428 

Deferred and non-cash income tax provision

94,643

17,053

Loss on sale of assets

18,265

803

Other non-cash items reflected in the Statements of Operations

50,586

48,072

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable and costs and estimated earnings in excess of

billings on uncompleted contracts, net

(37,243)

53,280

Prepaid expenses and other assets

(14,533)

(16,998)

Operating lease right-of-use assets, net

97,110

101,070

Accounts payable and accrued expenses

8,219

(6,576)

Accrued interest

(24,497)

(24,838)

Long-term lease liabilities

(97,323)

(109,074)

Other liabilities

(18,742)

(66,777)

Net cash provided by operating activities

987,303

1,024,697

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisitions

(664,415)

(268,409)

Capital expenditures

(162,091)

(172,600)

Purchase of investments

(658,004)

(1,204,628)

Proceeds from sale of investments

909,937

1,179,250

Repayment (funding) of loan to unconsolidated joint venture

115,000 

(11,100)

Proceeds from sale of assets

40,564

Other investing activities

(1,999)

(2,933)

Net cash used in investing activities

(421,008)

(480,420)

CASH FLOWS FROM FINANCING ACTIVITIES:

Borrowings under Revolving Credit Facility

375,000

370,000

Repayments under Revolving Credit Facility

(95,000)

(390,000)

Proceeds from issuance of Term Loans, net of fees

2,274,815 

Repayment of Term Loans

(17,250)

(2,279,500)

Repayment of Tower Securities

(1,165,000)

Repurchase and retirement of common stock

(281,531)

(200,019)

Payment of dividends on common stock

(360,780)

(318,808)

Proceeds from employee stock purchase/stock option plans

51,491

27,144

Payments related to taxes on stock options and restricted stock units

(24,875)

(18,187)

Other financing activities

(2,270)

707

Net cash used in financing activities

(1,520,215)

(533,848)

Effect of exchange rate changes on cash, cash equivalents, and restricted cash

18,657

(9,883)

NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

(935,263)

546

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH:

Beginning of period

1,400,657 

250,946 

End of period

$

465,394

$

251,492

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

6


Table of Contents

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited) (in thousands)

For the nine months ended September 30,

2025

2024

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the period for:

Interest

$

370,132 

$

314,700 

Income taxes

$

33,021

$

25,978

SUPPLEMENTAL CASH FLOW INFORMATION OF NON-CASH ACTIVITIES:

Right-of-use assets obtained in exchange for new operating lease liabilities

$

97,843 

$

44,256 

Operating lease modifications and reassessments

$

120,853 

$

214,108 

Right-of-use assets obtained in exchange for new finance lease liabilities

$

5,589 

$

154 

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


7


Table of Contents

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, 2024 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. Certain reclassifications have been made to prior year amounts or balances to conform to the presentation adopted in the current 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, 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 (expense), net in the Consolidated Statements of Operations.

Intercompany Loans Subject to Remeasurement

In accordance with ASC 830, the Company remeasures foreign denominated intercompany loans with the corresponding change in the balance being recorded in Other income (expense), net in the Consolidated Statements of Operations as settlement is anticipated or planned in the foreseeable future. The Company recorded a $25.5 million gain and a $16.2 million gain, net of taxes, on the remeasurement of intercompany loans for the three months ended September 30, 2025 and 2024, respectively, and a $91.8 million gain and a $78.5 million loss, net of taxes, on the remeasurement of intercompany loans for the nine months ended September 30, 2025 and 2024, respectively. During the nine months ended September 30, 2025, the Company repaid $125.0 million under its intercompany loan agreements. As of September 30, 2025 and December 31, 2024, the aggregate amount outstanding under the intercompany loan agreements subject to remeasurement with the Company’s foreign subsidiaries was $1.0 billion and $1.1 billion, respectively.

Accounting Standards Updates

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, requiring public business entities to provide improved income tax disclosures on an annual basis, primarily through enhanced disclosures related to rate reconciliation and income taxes paid information. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the effect of this standard on its consolidated financial statements and related disclosures.

8


Table of Contents

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 7.4% - 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:

For the three months

For the nine months

ended September 30,

ended September 30,

2025

2024

2025

2024

(in thousands)

Asset impairment (1)

$

20,013

$

8,920

$

91,054

$

61,964

Write-off of carrying value of decommissioned towers

186

698

6,105

12,242

Other (including tower and equipment decommission costs)

123

3,052

5,419

13,722

Total asset impairment and decommission costs

$

20,322

$

12,670

$

102,578

$

87,928

(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 $13.5 million and $20.8 million as of September 30, 2025 and December 31, 2024, respectively, and are recorded in Other assets on the Consolidated Balance Sheets. 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. The estimation of the fair value of the investment involves the use of Level 3 inputs. If indicators exist and the fair value of the investment is less than the carrying amount, an impairment charge will be recorded. The Company did not recognize any impairment loss associated with its investments during the three or nine months ended September 30, 2025 and 2024.

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 September 30, 2025 and December 31, 2024, the Company had $0.8 million and $254.5 million of short-term investments, respectively. For the nine months ended September 30, 2025, the Company purchased $656.2 million and sold $909.9 million of short-term investments. For the nine months ended September 30, 2024, the Company purchased $1,193.8 million and sold $1,178.6 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

9


Table of Contents

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

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

As of

As of

September 30, 2025

December 31, 2024

Included on Balance Sheet

(in thousands)

Cash and cash equivalents

$

430,306 

$

189,841 

Cash and cash equivalents

Securitization escrow accounts

20,509 

1,200,025 

Restricted cash - current asset

Payment, performance bonds, and other

9,958 

6,628 

Restricted cash - current asset

Surety bonds and workers compensation

4,621 

4,163 

Other assets - noncurrent

Total cash, cash equivalents, and restricted cash

$

465,394 

$

1,400,657 

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. Additionally, securitization escrow accounts included $1.165 billion held as of December 31, 2024, which was utilized to repay the 2019-1C Tower Securities on January 15, 2025.

Payment and performance bonds relate primarily to collateral requirements for tower construction currently in process by the Company. Other restricted cash includes $7.6 million and $6.4 million held in escrow as of September 30, 2025 and December 31, 2024, respectively, related to the Company’s acquisition activities. Cash is pledged as collateral related to surety bonds issued for the benefit of the Company or its affiliates in the ordinary course of business and primarily related to the Company’s tower removal obligations. As of September 30, 2025 and December 31, 2024, the Company had $42.4 million and $42.5 million, respectively, in surety and payment and performance bonds for which no collateral was required to be posted. The Company periodically evaluates the collateral posted for its bonds to ensure that it meets the minimum requirements. As of September 30, 2025 and December 31, 2024, the Company had pledged $2.9 million and $2.5 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:

As of

As of

September 30, 2025

December 31, 2024

(in thousands)

Costs incurred on uncompleted contracts

$

139,461

$

74,474

Estimated earnings

51,207

31,514

Billings to date

(146,192)

(92,082)

$

44,476

$

13,906


10


Table of Contents

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

As of

As of

September 30, 2025

December 31, 2024

(in thousands)

Costs and estimated earnings in excess of billings on uncompleted contracts

$

49,564

$

19,198

Billings in excess of costs and estimated earnings on

uncompleted contracts (included in Other current liabilities)

(5,088)

(5,292)

$

44,476

$

13,906

At September 30, 2025 and December 31, 2024, the two largest customers comprised 97.1% and 89.0%, respectively, of the costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings 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:

As of

As of

September 30, 2025

December 31, 2024

(in thousands)

Short-term investments

$

761

$

254,534

Assets held for sale (1)

95,783

Short-term loans receivable (2)

7,072

115,281

Prepaid real estate taxes

5,259

3,564

Interest receivable

4,139

4,359

Prepaid insurance

3,179

1,704

Prepaid taxes

7,065

11,496

Prepaid ground rent

3,142

3,638

Other current assets

17,661

22,757

Total prepaid expenses and other current assets

$

144,061

$

417,333

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

As of

As of

September 30, 2025

December 31, 2024

(in thousands)

Straight-line rent receivable

$

422,309

$

417,572

Interest rate swap asset (3)

8,289

50,589

Loans receivable

55,311

59,326

Deferred lease costs, net

9,652

8,836

Deferred tax asset - long term

42,711

53,974

Long-term investments

13,536

20,779

Other

90,254

46,021

Total other assets

$

642,062

$

657,097

 

(1)Refer to Note 6 for more information on the Company’s assets held for sale.

(2)Short-term loans receivable for the period ended December 31, 2024 include a $115.0 million loan to one of the Company’s unconsolidated joint ventures. The total outstanding principal balance of the loan was repaid on March 21, 2025. The funding of the loan and the receipt of funds were recorded in Repayment (funding) of loan to unconsolidated joint venture on the Consolidated Statements of Cash Flows.

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



11


Table of Contents

6.ACQUISITIONS AND DISPOSALS

The following table summarizes the Company’s acquisition activity:

For the three months

For the nine months

ended September 30,

ended September 30,

2025

2024

2025

2024

(in thousands)

Acquisitions of towers and related assets (1)

$

654

$

196,659

$

634,751

$

234,853

Land buyouts and other assets (2)

11,151

10,728

29,664

33,556

Total cash acquisition capital expenditures

$

11,805

$

207,387

$

664,415

$

268,409

(1)The three and nine months ended September 30, 2025 exclude a $139.6 million acquisition completed during the third quarter of 2025 which was not funded until the fourth quarter of 2025 and is recorded in Accounts payable on the Consolidated Balance Sheets as of September 30, 2025.

(2)Excludes $1.8 million and $7.7 million spent to extend ground lease terms for the three months ended September 30, 2025 and 2024, respectively, and excludes $9.7 million and $17.0 million spent to extend ground lease terms for the nine months ended September 30, 2025 and 2024, 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 nine months ended September 30, 2025, the Company acquired 5,120 towers and related assets and liabilities, including 5,090 sites from the previously announced transaction with Millicom International Cellular S.A. (“Millicom”). During the nine months ended September 30, 2024, the Company acquired 179 towers and related assets and liabilities. The table below summarizes the Company’s acquisition of towers and related assets and liabilities, by asset class:

For the nine months

ended September 30,

2025

2024

(in thousands)

Property and equipment, net

$

476,720

$

27,906

Intangible assets, net

391,685

211,131

Operating lease right-of-use assets, net

82,910

25,251

Acquisition related holdbacks

(129)

(4,570)

Long-term lease liabilities

(57,623)

(18,106)

Other liabilities assumed, net

(258,812)

(6,759)

Total acquisitions of towers and related assets and liabilities

$

634,751

$

234,853

During the nine months ended September 30, 2025, the Company concluded that for each of its acquisitions, substantially all of the value of its tower acquisitions is concentrated in a group of similar identifiable assets. As of September 30, 2025, there were no acquisitions with purchase price allocations that were preliminary other than for the acquisitions from the Millicom transaction.

Subsequent to quarter end, the Company closed on the 2,020 sites related to the Millicom transaction that were remaining under contract for approximately $217.4 million in cash. As of the date of this filing, the Company is under contract to purchase 78 communication sites for an aggregate consideration of $66.9 million in cash. The Company anticipates that these acquisitions will be closed by the end of the first quarter of 2026.

The maximum potential obligation related to contingent consideration for closed acquisitions was $47.5 million and $12.1 million as of September 30, 2025 and December 31, 2024, respectively. No such amounts have been recorded on the Company’s Consolidated Balance Sheets.

During the first quarter of 2025, the Company sold all of its towers in both the Philippines and Colombia and ended its operations in those countries. Proceeds from the sale of these towers were $40.3 million and are included in Proceeds from sale of assets on the Consolidated Statements of Cash Flows. The Company recorded an $18.0 million loss on the sale of these towers which is included in Other income (expense), net on the Consolidated Statements of Operations and in Loss on sale of assets on the Consolidated Statements of Cash Flows.

On October 15, 2025, the Company sold its 365 towers held in Canada for CAD$446.0 million. Assets held for sale in the amount of $95.8 million were primarily comprised of $43.2 million of Property and equipment, net, $28.9 million of Operating lease

12


Table of Contents

right-of-use assets, net, and $21.5 million of Intangible assets, net and are recorded with Prepaid expenses and other current assets on the Consolidated Balance Sheets as of September 30, 2025. Liabilities held for sale in the amount of $42.5 million were primarily comprised of $26.0 million of long-term lease liabilities, $12.1 million of Other long-term liabilities, and $3.1 million of Current lease liabilities and are recorded within Other current liabilities on the Consolidated Balance Sheets as of September 30, 2025. These amounts were all included as part of the International site leasing segment as of September 30, 2025.

7.PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:

As of

As of

September 30, 2025

December 31, 2024

(in thousands)

Towers and related assets

$

6,451,935

$

5,902,092

Construction-in-process (1)

76,409

72,202

Furniture, equipment, and vehicles

95,048

84,629

Land, buildings, and improvements (2)

1,006,318

1,013,253

Total property and equipment

7,629,710

7,072,176

Less: accumulated depreciation

(4,334,089)

(4,280,092)

Property and equipment, net

$

3,295,621

$

2,792,084

(1)Construction-in-process represents costs incurred related to towers and other assets that are under development and will be used in the Company’s site leasing operations.

(2)Includes amounts related to the Company’s data centers.

Depreciation expense was $35.7 million and $25.8 million for the three months ended September 30, 2025 and 2024, respectively, and $94.7 million and $89.4 million for the nine months ended September 30, 2025 and 2024, respectively. At September 30, 2025 and December 31, 2024, unpaid capital expenditures that are included in accounts payable and accrued expenses were $11.3 million and $14.6 million, respectively.

8.INTANGIBLE ASSETS, NET

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

As of September 30, 2025

As of December 31, 2024

Gross carrying

Accumulated

Net book

Gross carrying

Accumulated

Net book

amount

amortization

value

amount

amortization

value

(in thousands)

Current contract intangibles

$

5,516,275

$

(3,430,160)

$

2,086,115

$

5,164,263

$

(3,338,705)

$

1,825,558

Network location intangibles

2,000,979

(1,362,049)

638,930

1,896,754

(1,333,605)

563,149

Intangible assets, net

$

7,517,254

$

(4,792,209)

$

2,725,045

$

7,061,017

$

(4,672,310)

$

2,388,707

All intangible assets noted above are included in the Company’s site leasing segment. Amortization expense relating to the intangible assets above was $29.6 million and $26.4 million for the three months ended September 30, 2025 and 2024, respectively and $83.5 million and $79.8 million for the nine months ended September 30, 2025 and 2024, respectively.


13


Table of Contents

9.ACCRUED EXPENSES

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

As of

As of

September 30, 2025

December 31, 2024

(in thousands)

Salaries and benefits

$

27,576

$

24,996

Real estate and property taxes

9,429

7,204

Unpaid capital expenditures

11,273

14,581

Acquisition related holdbacks

9,803

10,896

Other

39,455

24,300

Total accrued expenses

$

97,536

$

81,977

10.DEBT

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

As of

As of

September 30, 2025

December 31, 2024

Maturity Date

Principal
Balance

Fair Value

Carrying
Value

Principal
Balance

Fair Value

Carrying
Value

(in thousands)

Revolving Credit Facility

Jan. 25, 2029

$

280,000 

$

280,000 

$

280,000 

$

$

$

2024 Term Loan

Jan. 25, 2031

2,265,500 

2,273,996 

2,245,303 

2,282,750 

2,282,750 

2,260,217 

2019-1C Tower Securities (1)(2)

Jan. 12, 2025

1,165,000 

1,128,803 

1,164,913 

2020-1C Tower Securities (1)

Jan. 9, 2026

750,000 

722,858 

749,562 

750,000 

726,038 

748,425 

2020-2C Tower Securities (1)

Jan. 11, 2028

600,000 

514,080 

597,928 

600,000 

516,342 

597,273 

2021-1C Tower Securities (1)

Nov. 9, 2026

1,165,000 

1,003,915 

1,162,248 

1,165,000 

1,008,331 

1,160,436 

2021-2C Tower Securities (1)

Apr. 9, 2027

895,000 

852,488 

892,228 

895,000 

763,757 

890,896 

2021-3C Tower Securities (1)

Oct. 9, 2031

895,000 

676,164 

888,946 

895,000 

679,144 

888,260 

2022-1C Tower Securities (1)

Jan. 11, 2028

850,000 

867,510 

844,847 

850,000 

878,475 

843,321 

2024-1C Tower Securities (1)

Oct. 9, 2029

1,450,000 

1,446,926 

1,439,433 

1,450,000 

1,453,292 

1,437,978 

2024-2C Tower Securities (1)

Oct. 8, 2027

620,000 

624,340 

616,197 

620,000 

618,698 

615,017 

2020 Senior Notes

Feb. 15, 2027

1,500,000 

1,477,635 

1,495,427 

1,500,000 

1,440,270 

1,493,039 

2021 Senior Notes

Feb. 1, 2029

1,500,000 

1,410,000 

1,493,362 

1,500,000 

1,353,750 

1,491,963 

Total debt

$

12,770,500 

$

12,149,912 

$

12,705,481 

$

13,672,750 

$

12,849,650 

$

13,591,738 

Less: current maturities of long-term debt

(772,562)

(1,187,913)

Total long-term debt, net of current maturities

$

11,932,919 

$

12,403,825 

 

           

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

(2)On January 15, 2025, the Company repaid the aggregate principal amount of the 2019-1C Tower Securities.


14


Table of Contents

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

Interest

For the three months ended September 30,

For the nine months ended September 30,

Rates as of

2025

2024

2025

2024

September 30,

Cash

Non-cash

Cash

Non-cash

Cash

Non-cash

Cash

Non-cash

2025

Interest

Interest

Interest

Interest

Interest

Interest

Interest

Interest

(in thousands)

(in thousands)

Revolving Credit Facility

5.235%

$

1,480 

$

$

1,982 

$

$

3,107 

$

$

7,611 

$

2018 Term Loan

3,253 

1,867 

2024 Term Loan (1)

5.253%

30,625 

183 

16,072 

6,747 

74,885 

7,844 

45,670 

18,381 

2014-2C Tower Securities

3.869%

6,046 

18,138 

2019-1C Tower Securities

2.836%

8,357 

1,306 

25,072 

2020-1C Tower Securities

1.884%

3,598 

3,598 

10,793 

10,793 

95 

2020-2C Tower Securities

2.328%

3,540 

3,540 

10,619 

10,619 

2021-1C Tower Securities

1.631%

4,870 

4,870 

14,567 

14,567 

2021-2C Tower Securities

1.840%

4,196 

4,196 

12,587 

12,587 

2021-3C Tower Securities

2.593%

5,873 

5,873 

17,619 

17,619 

2022-1C Tower Securities

6.599%

14,094 

14,094 

42,281 

42,281 

2024-1C Tower Securities

4.831%

17,636 

52,907 

2024-2C Tower Securities (2)

4.654%

7,977 

23,932 

2020 Senior Notes

3.875%

14,531 

100 

14,531 

92 

43,594 

296 

43,594 

274 

2021 Senior Notes

3.125%

11,719 

11,719 

35,156 

35,156 

Other

15 

284 

833 

353 

606 

2,008 

2,672 

2,193 

Total

$

120,154 

$

567 

$

95,711 

$

7,192 

$

343,959 

$

10,148 

$

289,632 

$

22,715 

(1)The 2024 Term Loan has a blended rate of 5.253%, 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 5.920% as of September 30, 2025. 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 September 30, 2025, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.

Revolving Credit Facility under the Senior Credit Agreement

The key terms of the Revolving Credit Facility are as follows:

Unused

Interest Rate

Commitment

as of

Fee as of

September 30, 2025 (1)

September 30, 2025 (2)

Revolving Credit Facility

5.235%

0.140%

(1)The rate reflected includes a 0.050% reduction in the applicable spread as a result of meeting certain sustainability-linked targets as of December 31, 2024.

(2)The rate reflected includes a 0.010% reduction in the applicable commitment fee as a result of meeting certain sustainability-linked targets as of December 31, 2024.


15


Table of Contents

The table below summarizes the Company’s Revolving Credit Facility activity during the three and nine months ended September 30, 2025 and 2024:

For the three months

For the nine months

ended September 30,

ended September 30,

2025

2024

2025

2024

(in thousands)

Beginning outstanding balance

$

80,000

$

120,000

$

$

180,000

Borrowings

295,000

175,000

375,000

370,000

Repayments

(95,000)

(135,000)

(95,000)

(390,000)

Ending outstanding balance

$

280,000

$

160,000

$

280,000

$

160,000

Subsequent to September 30, 2025, the Company borrowed $165.0 million and repaid $60.0 million under the Revolving Credit Facility, and as of the date of this filing, $385.0 million was outstanding.

Term Loan under the Senior Credit Agreement

2024 Term Loan

During the three and nine months ended September 30, 2025, the Company repaid an aggregate of $11.5 million and $17.3 million of principal on the 2024 Term Loan, respectively. As of September 30, 2025, the 2024 Term Loan had a principal balance of $2.3 billion.

Secured Tower Revenue Securities

On January 15, 2025, the Company repaid the entire aggregate principal amount of the 2019-1C Tower Securities ($1,165.0 million) and the 2019-1R Tower Securities ($61.4 million).

As of September 30, 2025, 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 stock options, time-based restricted stock units (“RSUs”), and performance-based restricted stock units (“PSUs”) which were considered in the Company’s diluted earnings per share calculation (see Note 15).

Stock Repurchases

On April 27, 2025, the Company’s Board of Directors authorized a new $1.5 billion share repurchase plan, replacing the prior plan authorized on October 28, 2021 which had a remaining authorization of $81.8 million. This new plan authorizes the Company to purchase, from time to time, up to $1.5 billion of its 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. Shares repurchased will be retired. The new 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. As of the date of this filing, the Company had $1.3 billion of authorization remaining under the new plan.

The following is a summary of the Company’s share repurchases:

For the three months

For the nine months

ended September 30,

ended September 30,

2025

2024

2025

2024

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

0.7

1.4

0.9

Average price per share (1)

$

206.13

$

$

208.61

$

213.85

Total purchase price (in millions) (1)

$

154.1

$

$

284.8

$

200.0

16


Table of Contents

Subsequent to September 30, 2025, the Company made the following share repurchases:

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

0.2

Average price per share (1)

$

191.21

Total purchase price (in millions) (1)

$

40.2

(1)Amounts reflected are based on the trade date and may differ from the Consolidated Statements of Cash Flows which reflects share repurchases based on the settlement date.

Dividends

For the nine months ended September 30, 2025, the Company paid the following cash dividends:

Payable to Shareholders

of Record at the Close

Cash Paid

Aggregate Amount

Date Declared

of Business on

Per Share

Paid

Date Paid

February 23, 2025

March 13, 2025

$1.11

$122.3 million (1)

March 27, 2025

April 27, 2025

May 22, 2025

$1.11

$119.4 million

June 17, 2025

August 3, 2025

August 21, 2025

$1.11

$119.1 million

September 18, 2025

(1)Amount reflected includes the payment of $2.4 million in dividend equivalents.

Dividends paid in 2025 were ordinary taxable dividends.

Subsequent to September 30, 2025, the Company declared the following cash dividends:

Payable to Shareholders

Cash to

of Record at the Close

be Paid

Date Declared

of Business on

Per Share

Date to be Paid

November 2, 2025

November 13, 2025

$1.11

December 11, 2025

12.STOCK-BASED COMPENSATION

Stock Options

The following table summarizes the Company’s activities with respect to its stock option plans for the nine months ended September 30, 2025 as follows (dollars and shares in thousands, except for per share data):

Weighted-

Weighted-Average

Average

Remaining

Number

Exercise Price

Contractual

Aggregate

of Shares

Per Share

Life (in years)

Intrinsic Value

Outstanding at December 31, 2024

1,088

$

174.74

Exercised

(524)

$

161.64

Forfeited/canceled

(1)

$

198.72

Outstanding at September 30, 2025

563

$

186.90

0.8

$

5,818

Exercisable at September 30, 2025

547

$

185.04

0.6

$

5,818

Unvested at September 30, 2025

16

$

250.43

7.4

$

The total intrinsic value for options exercised during the nine months ended September 30, 2025 was $27.3 million.


17


Table of Contents

Restricted Stock Units and Performance-Based Restricted Stock Units

The following table summarizes the Company’s RSU and PSU activity for the nine months ended September 30, 2025:

RSUs

PSUs (1)

Weighted-Average

Weighted-Average

Number of

Grant Date Fair

Number of

Grant Date Fair

Shares

Value per Share

Shares

Value per Share

(in thousands)

(in thousands)

Outstanding at December 31, 2024

393

$

234.50

275

$

314.52

Granted

290

$

218.96

66

$

237.91

PSU adjustment (2)

$

10

$

386.22

Vested

(169)

$

247.65

(137)

$

339.43

Forfeited/canceled

(24)

$

223.72

(8)

$

246.05

Outstanding at September 30, 2025

490

$

221.29

206

$

245.29

(1)PSUs represent the target number of shares granted that are issuable at the end of the three year performance period. Fair value for a portion of the PSUs was calculated using a Monte Carlo simulation model.

(2)PSU adjustment represents the net PSUs awarded above or below their target grants resulting from the achievement of performance targets established at the grant date.

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 $377.9 million as of December 31, 2024, 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 our 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 the date of this filing, the Company

18


Table of Contents

estimates the aggregate range of reasonably possible losses in excess of amounts accrued to be between zero and $112.5 million, excluding penalties and interest of $186.5 million.

14.SEGMENT DATA

The Company operates principally in two business segments: site leasing and site development. The Company’s site leasing business includes two reportable segments, domestic site leasing and international site leasing. The Company’s business segments are strategic business units that offer different services. They are managed separately based on the fundamental differences in their operations. The site leasing segment includes results of the managed and sublease businesses. The site development segment includes the results of both consulting and construction related activities. The Company’s Chief Operating Decision Maker (“CODM”) is the Company’s Chief Executive Officer. The 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.

Domestic Site

Int'l Site

Site

Leasing

Leasing

Development

Other

Total

For the three months ended September 30, 2025

(in thousands)

Revenues (1)

$

470,251 

$

186,176 

$

75,900 

$

$

732,327 

Cost of revenues (2)

70,251 

57,030 

62,508 

189,789 

Operating profit

400,000 

129,146 

13,392 

542,538 

Selling, general, and administrative expenses

30,889 

16,706 

3,394 

15,019 

66,008 

Acquisition and new business initiatives

related adjustments and expenses

4,295 

861 

5,156 

Asset impairment and decommission costs

18,182 

2,140 

20,322 

Depreciation, amortization and accretion

37,085 

36,765 

960 

2,073 

76,883 

Operating income (loss)

309,549 

72,674 

9,038 

(17,092)

374,169 

Other expense, net (principally interest

expense and other income)

(85,086)

(85,086)

Income before income taxes

289,083 

Cash capital expenditures (3)

43,344 

26,754 

2,390 

2,234 

74,722 

For the three months ended September 30, 2024

Revenues (1)

$

464,860 

$

160,837 

$

41,898 

$

$

667,595 

Cost of revenues (2)

68,908 

49,040 

32,391 

150,339 

Operating profit

395,952 

111,797 

9,507 

517,256 

Selling, general, and administrative expenses

32,114 

15,258 

2,849 

9,866 

60,087 

Acquisition and new business initiatives

related adjustments and expenses

3,496 

1,892 

5,388 

Asset impairment and decommission costs

1,337 

10,989 

344 

12,670 

Depreciation, amortization and accretion

34,636 

26,098 

895 

1,886 

63,515 

Operating income (loss)

324,369 

57,560 

5,763 

(12,096)

375,596 

Other expense, net (principally interest

expense and other income)

(77,389)

(77,389)

Income before income taxes

298,207 

Cash capital expenditures (3)

234,962 

36,317 

428 

590 

272,297 


19


Table of Contents

Domestic Site

Int'l Site

Site

Leasing

Leasing

Development

Other

Total

For the nine months ended September 30, 2025

(in thousands)

Revenues (1)

$

1,401,052 

$

503,372 

$

191,132 

$

$

2,095,556 

Cost of revenues (2)

207,944 

153,386 

154,222 

515,552 

Operating profit

1,193,108 

349,986 

36,910 

1,580,004 

Selling, general, and administrative expenses

93,411 

54,933 

9,674 

45,231 

203,249 

Acquisition and new business initiatives

related adjustments and expenses

14,823 

3,599 

18,422 

Asset impairment and decommission costs

53,322 

48,546 

710 

102,578 

Depreciation, amortization and accretion

110,668 

92,537 

2,681 

6,008 

211,894 

Operating income (loss)

920,884 

150,371 

24,555 

(51,949)

1,043,861 

Other expense, net (principally interest

expense and other income)

(234,100)

(234,100)

Income before income taxes

809,761 

Cash capital expenditures (3)

127,629 

695,876 

4,690 

3,900 

832,095 

For the nine months ended September 30, 2024

Revenues (1)

$

1,389,563 

$

490,867 

$

105,504 

$

$

1,985,934 

Cost of revenues (2)

200,368 

146,525 

82,705 

429,598 

Operating profit

1,189,195 

344,342 

22,799 

1,556,336 

Selling, general, and administrative expenses

100,070 

46,741 

10,219 

34,131 

191,161 

Acquisition and new business initiatives

related adjustments and expenses

11,883 

7,496 

19,379 

Asset impairment and decommission costs

45,075 

42,086 

767 

87,928 

Depreciation, amortization and accretion

108,851 

87,384 

2,767 

5,442 

204,444 

Operating income (loss)

923,316 

160,635 

9,813 

(40,340)

1,053,424 

Other expense, net (principally interest

expense and other income)

(436,632)

(436,632)

Income before income taxes

616,792 

Cash capital expenditures (3)

324,586 

113,606 

610 

2,361 

441,163 

Domestic Site

Int'l Site

Site

Leasing

Leasing

Development

Other (4)

Total

Assets

(in thousands)

As of September 30, 2025

$

6,241,281 

$

4,627,565 

$

104,821 

$

286,572 

$

11,260,239 

As of December 31, 2024

$

6,206,748 

$

3,417,981 

$

65,481 

$

1,727,126 

$

11,417,336 

(1)For the three months ended September 30, 2025 and 2024, site leasing revenue in Brazil was $87.3 million and $89.3 million, respectively. For the nine months ended September 30, 2025 and 2024, site leasing revenue in Brazil was $257.4 million and $279.9 million, respectively. Other than Brazil, no foreign country represented more than 5% 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. Assets in Other for the period ended December 31, 2024 also includes $1.165 billion of cash held in escrow which was used to repay the 2019-1C Tower Securities.


20


Table of Contents

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

As of

As of

September 30, 2025

December 31, 2024

(in thousands)

Domestic

$

5,769,412

$

5,741,882

Brazil

1,880,234

1,681,925

Guatemala

578,383

50,686

Other international

1,577,625

1,307,026

Total

$

9,805,654

$

8,781,519

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 and nine months ended September 30, 2025 and 2024:

For the three months

For the nine months

ended September 30,

ended September 30,

2025

2024

2025

2024

(in thousands, except per share data)

Numerator:

Net income attributable to SBA

Communications Corporation

$

236,816

$

258,534

$

683,342

$

575,906

Denominator:

Basic weighted-average shares outstanding

107,257

107,486

107,509

107,683

Dilutive impact of stock options, RSUs, and PSUs

302

436

322

389

Diluted weighted-average shares outstanding

107,559

107,922

107,831

108,072

Net income per common share attributable to SBA

Communications Corporation:

Basic

$

2.21

$

2.41

$

6.36

$

5.35

Diluted

$

2.20

$

2.40

$

6.34

$

5.33

For the three and nine months ended September 30, 2025 and 2024, the diluted weighted-average number of common shares outstanding excluded an immaterial number of shares issuable related to the Company’s stock options, RSUs, and PSUs because the impact would be anti-dilutive.

16. 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.


21


Table of Contents

The components of redeemable noncontrolling interests as of September 30, 2025 and December 31, 2024 are as follows:

September 30,

December 31,

2025

2024

(in thousands)

Beginning balance

$

54,132

$

35,047

Net income (loss) attributable to noncontrolling interests

689

(859)

Foreign currency translation adjustments

(48)

618

Purchase of noncontrolling interests

146

1,865

Contribution from joint venture partner

5,730

Adjustment to redemption amount

21,686

11,731

Ending balance

$

76,605

$

54,132

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 September 30, 2025, the Company has interest rate swap agreements on its 2024 Term Loan which swap $2.0 billion of notional value accruing interest at one month Term SOFR plus 175 basis points for a blended all-in fixed rate of 5.165% per annum through April 11, 2028.

On September 11, 2024, the Company entered into a treasury lock agreement to fix the three-year treasury rate at 3.3985% for $620.0 million of notional value related to the 2024-2C Tower Securities issued on October 11, 2024. The treasury lock agreement was terminated and settled upon issuance of the 2024-2C Tower Securities, and the Company recognized an $8.2 million gain in other comprehensive income 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 September 30, 2025, the hedges remain highly effective; therefore, changes in fair value are recorded in Accumulated other comprehensive loss, net. The table below outlines the effects of the Company’s interest rate swaps on the Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024.

Fair Value as of

Balance Sheet

September 30,

December 31,

Location

2025

2024

Derivatives Designated as Hedging Instruments

(in thousands)

Interest rate swap agreements in a fair value asset position

Other assets

$

8,289 

$

50,589 

Interest rate swap agreement in a fair value liability position

Other long-term liabilities

$

12,304 

$

Accumulated other comprehensive loss, net includes an aggregate $1.5 million gain and a $50.9 million gain as of September 30, 2025 and December 31, 2024, 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.


22


Table of Contents

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 and nine months ended September 30, 2025 and 2024.

For the three months

For the nine months

ended September 30,

ended September 30,

2025

2024

2025

2024

Cash Flow Hedge - Interest Rate Swap Agreement

(in thousands)

Change in fair value recorded in Accumulated other comprehensive

loss, net

$

(2,209)

$

(51,613)

$

(54,605)

$

(62,141)

Gain reclassified from Accumulated other comprehensive

loss, net into earnings

$

(684)

$

$

(2,052)

$

Derivatives Not Designated as Hedges - Interest Rate Swap Agreements

Amount reclassified from Accumulated other comprehensive

loss, net into Non-cash interest expense

$

$

6,579 

$

7,310 

$

19,737 

 

ITEM 2. 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 97.7% of our total segment operating profit for the nine months ended September 30, 2025. During the first quarter of 2025, we sold all of our towers and ended our operations in both the Philippines and Colombia and on October 15, 2025, we sold 365 of our towers held in Canada. 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 September 30, 2025, we owned 44,581 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 September 30, 2025, 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 nine months ended September 30, 2025. In addition, as of September 30, 2025, approximately 30% and 10% of our total towers are located in Brazil and Guatemala, respectively. 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 (in those international markets that do not have an available electric grid at our tower sites); and              

Lease initial direct cost amortization.

23


Table of Contents

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 either (1) contain specific annual rent escalators or (2) escalate annually in accordance with an inflationary index. As of September 30, 2025, approximately 71% 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, Nicaragua, and Panama, significantly 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, significantly 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 to our Consolidated Financial Statements included in this quarterly report.

For the three months ended

For the nine months ended

Segment operating profit as a percentage of

September 30,

September 30,

total operating profit

2025

2024

2025

2024

Domestic site leasing

73.7%

76.5%

75.5%

76.4%

International site leasing

23.8%

21.7%

22.2%

22.1%

Total site leasing

97.5%

98.2%

97.7%

98.5%

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) 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 mobile network data traffic, network expansion, and network coverage requirements.

During the remainder of 2025, we expect core site leasing revenue in our domestic and international segments to increase over 2024 levels, on a currency neutral basis, due in part to wireless carriers deploying unused spectrum, the full year impact of towers acquired and built during 2024 and 2025, and the revenues from towers expected to be acquired and built during the remainder of 2025. 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.

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.

24


Table of Contents

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 when we believe our stock price is below its intrinsic value, 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. While the addition of cash dividends and debt repayments have provided us with additional tools to return value to our shareholders, we continue to believe that our priority is to make investments focused on increasing Adjusted Funds From Operations per share. 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 and the construction of new towers that meet our internal return on invested capital criteria.

Stock Repurchase Program. We currently utilize stock repurchases as part of our capital allocation policy when we believe our share price is below its intrinsic value. 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 to our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024. 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.

Verizon Master Lease Agreement

On October 30, 2025, we entered into a new 10-year agreement with Verizon (the “Verizon agreement”). The Verizon agreement provides greater operational efficiencies for both companies helping support Verizon’s continued network modernization plans. Additionally, the agreement provides commitments for growth through new deployments across our tower portfolio over the term of the agreement.

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.

25


Table of Contents

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

Revenues and Segment Operating Profit:

For the three months ended

Constant

September 30,

Foreign

Constant

Currency

2025

2024

Currency Impact

Currency Change

% Change

Revenues

(in thousands)

Domestic site leasing

$

470,251

$

464,860

$

$

5,391

1.1%

International site leasing

186,176

160,837

3,019

22,320

13.9%

Site development

75,900

41,898

34,002

81.2%

Total

$

732,327

$

667,595

$

3,019

$

61,713

9.2%

Cost of Revenues

Domestic site leasing

$

70,251

$

68,908

$

$

1,343

1.9%

International site leasing

57,030

49,040

1,055

6,935

14.1%

Site development

62,508

32,391

30,117

93.0%

Total

$

189,789

$

150,339

$

1,055

$

38,395

25.5%

Operating Profit

Domestic site leasing

$

400,000

$

395,952

$

$

4,048

1.0%

International site leasing

129,146

111,797

1,964

15,385

13.8%

Site development

13,392

9,507

3,885

40.9%

Revenues

Domestic site leasing revenues increased $5.4 million for the three months ended September 30, 2025, as compared to the prior year, primarily due to (1) organic site leasing growth from new leases, amendments, and contractual escalators and (2) revenues from 45 towers acquired and 34 towers built since July 1, 2024, partially offset by Sprint and other lease non-renewals and a decrease in non-cash straight line revenue.

International site leasing revenues increased $25.3 million for the three months ended September 30, 2025, as compared to the prior year. On a constant currency basis, international site leasing revenues increased $22.3 million. This change was primarily due to (1) revenues from 5,133 towers acquired (including 5,090 towers under the deal with Millicom) and 584 towers built since July 1, 2024, (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 13.3% of total site leasing revenue for the period. No other individual international market represented more than 5% of our total site leasing revenue.

Site development revenues increased $34.0 million for the three months ended September 30, 2025, as compared to the prior year, as a result of increased carrier activity.

Operating Profit

Domestic site leasing segment operating profit increased $4.0 million for the three months ended September 30, 2025, as compared to the prior year, primarily due to higher domestic site leasing revenue as noted above and the positive impact of our ground lease purchase program, partially offset by incremental costs associated with towers acquired and built since July 1, 2024.

International site leasing segment operating profit increased $17.3 million for the three months ended September 30, 2025, as compared to the prior year. On a constant currency basis, international site leasing segment operating profit increased $15.4 million. This change was 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 July 1, 2024.

Site development segment operating profit increased $3.9 million for the three months ended September 30, 2025, as compared to the prior year, as a result of increased carrier activity.


26


Table of Contents

Selling, General, and Administrative Expenses:

For the three months ended

Constant

September 30,

Foreign

Constant

Currency

2025

2024

Currency Impact

Currency Change

% Change

(in thousands)

Domestic site leasing

$

30,889

$

32,114

$

$

(1,225)

(3.8%)

International site leasing

16,706

15,258

334

1,114

7.3%

Total site leasing

$

47,595

$

47,372

$

334

$

(111)

(0.2%)

Site development

3,394

2,849

545

19.1%

Other

15,019

9,866

5,153

52.2%

Total

$

66,008

$

60,087

$

334

$

5,587

9.3%

Selling, general, and administrative expenses increased $5.9 million for the three months ended September 30, 2025, as compared to the prior year. On a constant currency basis, selling, general, and administrative expenses increased $5.6 million. These changes were driven primarily by increases in personnel and other support related costs and non-cash compensation expense.

Asset Impairment and Decommission Costs:

For the three months ended

Constant

September 30,

Foreign

Constant

Currency

2025

2024

Currency Impact

Currency Change

% Change

(in thousands)

Domestic site leasing

$

18,182

$

1,337

$

$

16,845

1,259.9%

International site leasing

2,140

10,989

328

(9,177)

(83.5%)

Total site leasing

$

20,322

$

12,326

$

328

$

7,668

62.2%

Other

344

(344)

(100.0%)

Total

$

20,322

$

12,670

$

328

$

7,324

57.8%

Asset impairment and decommission costs increased $7.7 million for the three months ended September 30, 2025, as compared to the prior year. On a constant currency basis, asset impairment and decommission costs increased $7.3 million. This change was primarily as a result of increased 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, partially offset by a decrease in tower and equipment related decommission costs.

Depreciation, Accretion, and Amortization Expense:

For the three months ended

Constant

September 30,

Foreign

Constant

Currency

2025

2024

Currency Impact

Currency Change

% Change

(in thousands)

Domestic site leasing

$

37,085

$

34,636

$

$

2,449

7.1%

International site leasing

36,765

26,098

512

10,155

38.9%

Total site leasing

$

73,850

$

60,734

$

512

$

12,604

20.8%

Site development

960

895

65

7.3%

Other

2,073

1,886

187

9.9%

Total

$

76,883

$

63,515

$

512

$

12,856

20.2%

Depreciation, accretion, and amortization expense increased $13.4 million for the three months ended September 30, 2025, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense increased $12.9 million. These changes were primarily due to an increase in the number of towers we acquired and built since July 1, 2024, partially offset by the impact of assets that became fully depreciated since the prior year period.


27


Table of Contents

Operating Income (Expense):

For the three months ended

Constant

September 30,

Foreign

Constant

Currency

2025

2024

Currency Impact

Currency Change

% Change

(in thousands)

Domestic site leasing

$

309,549

$

324,369

$

$

(14,820)

(4.6%)

International site leasing

72,674

57,560

775

14,339

24.9%

Total site leasing

$

382,223

$

381,929

$

775

$

(481)

(0.1%)

Site development

9,038

5,763

3,275

56.8%

Other

(17,092)

(12,096)

(4,996)

41.3%

Total

$

374,169

$

375,596

$

775

$

(2,202)

(0.6%)

Domestic site leasing operating income decreased $14.8 million for the three months ended September 30, 2025, as compared to the prior year, primarily due to increases in asset impairment and decommission costs and depreciation, accretion, and amortization expense, partially offset by higher segment operating profit and a decrease in selling, general, and administrative expenses.

International site leasing operating income increased $15.1 million for the three months ended September 30, 2025, as compared to the prior year. On a constant currency basis, international site leasing operating income increased $14.3 million. These changes were primarily due to higher segment operating profit and a decrease in asset impairment and decommission cost, partially offset by increases in depreciation, accretion, and amortization expense and selling, general, and administrative expenses.

Site development operating income increased $3.3 million for the three months ended September 30, 2025, as compared to the prior year, primarily due to higher segment operating profit driven by increased carrier activity.

Other operating expense, net increased $5.0 million for the three months ended September 30, 2025, as compared to the prior year, primarily due to an increase in selling, general, and administrative expenses.

Other Income (Expense):

For the three months ended

Constant

September 30,

Foreign

Constant

Currency

2025

2024

Currency Impact

Currency Change

% Change

(in thousands)

Interest income

$

5,517

$

6,999

$

67

$

(1,549)

(22.1%)

Interest expense

(120,154)

(95,711)

(55)

(24,388)

25.5%

Non-cash interest expense

(567)

(7,192)

6,625

(92.1%)

Amortization of deferred financing fees

(5,477)

(5,185)

(292)

5.6%

Other income, net

35,595

23,700

12,698

(803)

161.6%

Total

$

(85,086)

$

(77,389)

$

12,710

$

(20,407)

20.1%

Interest income decreased $1.5 million for the three months ended September 30, 2025, as compared to the prior year. This change was primarily due to 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 September 30, 2025, as compared to the prior year. This change was primarily due to a higher average principal amount of cash-interest bearing debt accruing interest at a higher weighted-average interest rate as compared to the prior year. The higher weighted-average interest rate experienced during the current year period was due to the higher blended rate of the interest rate swap agreements which replaced the previous swap on March 31, 2025.

Non-cash interest expense decreased $6.6 million for the three months ended September 30, 2025, as compared to the prior year. This change was primarily due to lower amortization of accumulated losses related to our interest rate swaps de-designated as cash flow hedges which reached their term end date in 2025.

Other income, net includes a $37.9 million gain on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries for the three months ended September 30, 2025. The prior year period included a $24.3 million gain on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries.

28


Table of Contents

Provision for Income Taxes:

For the three months ended

Constant

September 30,

Foreign

Constant

Currency

2025

2024

Currency Impact

Currency Change

% Change

(in thousands)

Provision for income taxes

$

(48,652)

$

(42,316)

$

(4,229)

$

(2,107)

6.1%

Provision for income taxes increased $6.3 million for the three months ended September 30, 2025, as compared to the prior year. On a constant currency basis, provision for income taxes increased $2.1 million primarily due to increases in foreign deferred taxes and deferred withholding taxes, partially offset by a decrease in current domestic taxes.

Net Income:

For the three months ended

Constant

September 30,

Foreign

Constant

Currency

2025

2024

Currency Impact

Currency Change

% Change

(in thousands)

Net income

$

240,431

$

255,891

$

9,256

$

(24,716)

(10.3%)

Net income decreased $15.5 million for the three months ended September 30, 2025, as compared to the prior year. On a constant currency basis, net income decreased $24.7 million. This change was primarily due to increases in interest expense, other operating expense, net, and provision for income taxes and decreases in domestic site leasing operating income and interest income, partially offset by a decrease in non-cash interest expense and increases in international site leasing operating income, site development operating income, and other income, net.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Revenues and Segment Operating Profit:

For the nine months ended

Constant

September 30,

Foreign

Constant

Currency

2025

2024

Currency Impact

Currency Change

% Change

Revenues

(in thousands)

Domestic site leasing

$

1,401,052

$

1,389,563

$

$

11,489

0.8%

International site leasing

503,372

490,867

(20,862)

33,367

6.8%

Site development

191,132

105,504

85,628

81.2%

Total

$

2,095,556

$

1,985,934

$

(20,862)

$

130,484

6.6%

Cost of Revenues

Domestic site leasing

$

207,944

$

200,368

$

$

7,576

3.8%

International site leasing

153,386

146,525

(5,739)

12,600

8.6%

Site development

154,222

82,705

71,517

86.5%

Total

$

515,552

$

429,598

$

(5,739)

$

91,693

21.3%

Operating Profit

Domestic site leasing

$

1,193,108

$

1,189,195

$

$

3,913

0.3%

International site leasing

349,986

344,342

(15,123)

20,767

6.0%

Site development

36,910

22,799

14,111

61.9%

Revenues

Domestic site leasing revenues increased $11.5 million for the nine months ended September 30, 2025, as compared to the prior year, primarily due to (1) organic site leasing growth from new leases, amendments, and contractual escalators and (2) revenues from 60 towers acquired and 45 towers built since January 1, 2024, partially offset by Sprint and other lease non-renewals and a decrease in non-cash straight line revenue.

International site leasing revenues increased $12.5 million for the nine months ended September 30, 2025, as compared to the prior year. On a constant currency basis, international site leasing revenues increased $33.4 million. This change was primarily due to (1) revenues from 5,246 towers acquired (including 5,090 towers under the deal with Millicom) and 749 towers built since January 1, 2024, (2) organic site leasing growth from new leases, amendments, and contractual escalators, and (3) increases in reimbursable pass-

29


Table of Contents

through expenses and non-cash straight line revenue, 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.

Site development revenues increased $85.6 million for the nine months ended September 30, 2025, as compared to the prior year, as a result of increased carrier activity.

Operating Profit

Domestic site leasing segment operating profit increased $3.9 million for the nine months ended September 30, 2025, as compared to the prior year. This change was primarily due to higher domestic site leasing revenues as noted above and the positive impact of our ground lease purchase program, partially offset by the incremental costs associated with towers acquired and built since January 1, 2024.

International site leasing segment operating profit increased $5.6 million for the nine months ended September 30, 2025, as compared to the prior year. On a constant currency basis, international site leasing segment operating profit increased $20.8 million. This change was primarily due to higher international site leasing revenues as noted above and the positive impact of our ground lease purchase program, partially offset by the incremental costs associated with towers acquired and built since January 1, 2024.

Site development segment operating profit increased $14.1 million for the nine months ended September 30, 2025, as compared to the prior year, as a result of increased carrier activity.

Selling, General, and Administrative Expenses:

For the nine months ended

Constant

September 30,

Foreign

Constant

Currency

2025

2024

Currency Impact

Currency Change

% Change

(in thousands)

Domestic site leasing

$

93,411

$

100,070

$

$

(6,659)

(6.7%)

International site leasing

54,933

46,741

(1,574)

9,766

20.9%

Total site leasing

$

148,344

$

146,811

$

(1,574)

$

3,107

2.1%

Site development

9,674

10,219

(545)

(5.3%)

Other

45,231

34,131

11,100

32.5%

Total

$

203,249

$

191,161

$

(1,574)

$

13,662

7.1%

Selling, general, and administrative expenses increased $12.1 million for the nine months ended September 30, 2025, as compared to the prior year. On a constant currency basis, selling, general, and administrative expenses increased $13.7 million. These changes were driven primarily by an increase in personnel and other support related costs and a $4.9 million bad debt reserve recorded in the second quarter of 2025.

Acquisition and New Business Initiatives Related Adjustments and Expenses

For the nine months ended

Constant

September 30,

Foreign

Constant

Currency

2025

2024

Currency Impact

Currency Change

% Change

(in thousands)

Domestic site leasing

$

14,823

$

11,883

$

$

2,940

24.7%

International site leasing

3,599

7,496

(100)

(3,797)

(50.7%)

Total

$

18,422

$

19,379

$

(100)

$

(857)

(4.4%)

Domestic acquisition and new business initiatives related adjustments and expenses increased $2.9 million for the nine months ended September 30, 2025, as compared to the prior year. This change was primarily as a result of higher new business initiative activity and an increase in our third party acquisition and integration costs as compared to the prior year.


30


Table of Contents

International acquisition and new business initiatives related adjustments and expenses decreased $3.9 million for the nine months ended September 30, 2025, as compared to the prior year. On a constant currency basis, international acquisition and new business initiatives related adjustments and expenses decreased $3.8 million. These changes were primarily as a result of a decrease in our third party acquisition and integration costs.

Asset Impairment and Decommission Costs:

For the nine months ended

Constant

September 30,

Foreign

Constant

Currency

2025

2024

Currency Impact

Currency Change

% Change

(in thousands)

Domestic site leasing

$

53,322

$

45,075

$

$

8,247

18.3%

International site leasing

48,546

42,086

(2,079)

8,539

20.3%

Total site leasing

$

101,868

$

87,161

$

(2,079)

$

16,786

19.3%

Other

710

767

(57)

(7.4%)

Total

$

102,578

$

87,928

$

(2,079)

$

16,729

19.0%

Asset impairment and decommission costs increased $14.7 million for the nine months ended September 30, 2025, as compared to the prior year. On a constant currency basis, asset impairment and decommission costs increased $16.7 million. These changes were primarily as a result of increased 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, partially offset by a decrease in tower and equipment related decommission costs.

Depreciation, Accretion, and Amortization Expense:

For the nine months ended

Constant

September 30,

Foreign

Constant

Currency

2025

2024

Currency Impact

Currency Change

% Change

(in thousands)

Domestic site leasing

$

110,668

$

108,851

$

$

1,817

1.7%

International site leasing

92,537

87,384

(3,874)

9,027

10.3%

Total site leasing

$

203,205

$

196,235

$

(3,874)

$

10,844

5.5%

Site development

2,681

2,767

(86)

(3.1%)

Other

6,008

5,442

566

10.4%

Total

$

211,894

$

204,444

$

(3,874)

$

11,324

5.5%

Depreciation, accretion, and amortization expense increased $7.5 million for the nine months ended September 30, 2025, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense increased $11.3 million. These changes were primarily due to an increase in the number of towers we acquired and built since January 1, 2024, partially offset by the impact of assets that became fully depreciated since the prior year period.

Operating Income (Expense):

For the nine months ended

Constant

September 30,

Foreign

Constant

Currency

2025

2024

Currency Impact

Currency Change

% Change

(in thousands)

Domestic site leasing

$

920,884

$

923,316

$

$

(2,432)

(0.3%)

International site leasing

150,371

160,635

(7,496)

(2,768)

(1.7%)

Total site leasing

$

1,071,255

$

1,083,951

$

(7,496)

$

(5,200)

(0.5%)

Site development

24,555

9,813

14,742

150.2%

Other

(51,949)

(40,340)

(11,609)

28.8%

Total

$

1,043,861

$

1,053,424

$

(7,496)

$

(2,067)

(0.2%)

Domestic site leasing operating income decreased $2.4 million for the nine months ended September 30, 2025, as compared to the prior year, primarily due to increases in asset impairment and decommission costs, acquisition and new business initiatives related adjustments and expenses, and depreciation, accretion, and amortization expense, partially offset by a decrease in selling, general, and administrative expenses and higher segment operating profit.

31


Table of Contents

International site leasing operating income decreased $10.3 million for the nine months ended September 30, 2025, as compared to the prior year. On a constant currency basis, international site leasing operating income decreased $2.8 million. These changes were primarily due to increases in selling, general, and administrative expenses, asset impairment and decommission costs, and depreciation, accretion and amortization expense, partially offset by higher segment operating profit and a decrease in acquisition and new business initiatives related adjustments and expenses.

Site development operating income increased $14.7 million for the nine months ended September 30, 2025, as compared to the prior year, primarily due to higher segment operating profit driven by increased carrier activity.

Other operating expense, net increased $11.6 million for the nine months ended September 30, 2025, as compared to the prior year, primarily due to an increase in selling, general, and administrative expenses.

Other Income (Expense):

For the nine months ended

Constant

September 30,

Foreign

Constant

Currency

2025

2024

Currency Impact

Currency Change

% Change

(in thousands)

Interest income

$

24,452

$

21,359

$

(415)

$

3,508

16.4%

Interest expense

(343,959)

(289,632)

(10)

(54,317)

18.8%

Non-cash interest expense

(10,148)

(22,715)

12,567

(55.3%)

Amortization of deferred financing fees

(16,326)

(15,405)

(921)

6.0%

Loss from extinguishment of debt, net

(4,428)

4,428

(100.0%)

Other income (expense), net

111,881

(125,811)

259,856

(22,164)

784.6%

Total

$

(234,100)

$

(436,632)

$

259,431

$

(56,899)

18.1%

Interest income increased $3.1 million for the nine months ended September 30, 2025, as compared to the prior year. On a constant currency basis, interest income increased $3.5 million. These changes were primarily due to a higher balance of interest-bearing deposits held and a higher effective interest rate on those deposits as compared to the prior year, partially offset by 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 $54.3 million for the nine months ended September 30, 2025, as compared to the prior year. This change was primarily due to a higher average principal amount of cash-interest bearing debt accruing interest at a higher weighted-average interest rate as compared to the prior year. The higher weighted-average interest rate experienced during the current year period was due to the higher blended rate of the interest rate swap agreements which replaced the previous swap on March 31, 2025.

Non-cash interest expense decreased $12.6 million for the nine months ended September 30, 2025, as compared to the prior year. This change was primarily due to lower amortization of accumulated losses related to our interest rate swaps de-designated as cash flow hedges which reached their term end date in 2025.

Loss from extinguishment of debt, net was $4.4 million for the nine months ended September 30, 2024 which primarily represents the write-off of $3.3 million of unamortized financing fees and $1.2 million of the original issuance discount associated with the repayment of the 2018 Term Loan in January 2024.

Other income (expense), net includes a $137.8 million gain on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries and a $18.3 million loss on sale of assets for the nine months ended September 30, 2025 (which is inclusive of a $29.1 million non-cash adjustment to realize previously unrecognized accumulated currency translation adjustments arising from the sales of our Philippines and Colombia operations). The prior year period included a $119.0 million loss on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries.


32


Table of Contents

Provision for Income Taxes:

For the nine months ended

Constant

September 30,

Foreign

Constant

Currency

2025

2024

Currency Impact

Currency Change

% Change

(in thousands)

Provision for income taxes

$

(125,730)

$

(46,906)

$

(86,958)

$

8,134

(9.2%)

Provision for income taxes increased $78.8 million for the nine months ended September 30, 2025, as compared to the prior year. This change was primarily due to the impact of foreign currency exchange rates and increases in foreign deferred taxes and deferred withholding taxes.

Net Income:

For the nine months ended

Constant

September 30,

Foreign

Constant

Currency

2025

2024

Currency Impact

Currency Change

% Change

(in thousands)

Net income

$

684,031

$

569,886

$

164,977

$

(50,832)

(7.8%)

Net income increased $114.1 million for the nine months ended September 30, 2025, as compared to the prior year. This change (which is inclusive of a non-cash adjustment to realize previously unrecognized accumulated currency translation adjustments arising from the sales of our Philippines and Colombia operations) was primarily due to the impact of foreign currency exchange rates, increases in site development segment operating income and interest income and decreases in non-cash interest expense, provision for income taxes, and loss from extinguishment of debt, partially offset by increases in interest expense and other operating expense and decreases in international site leasing operating income and domestic site leasing operating income.

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.


33


Table of Contents

For the three months ended

Constant

September 30,

Foreign

Constant

Currency

2025

2024

Currency Impact

Currency Change

% Change

(in thousands)

Net income

$

240,431

$

255,891

$

9,256

$

(24,716)

(10.3%)

Non-cash straight-line leasing revenue

(1,649)

(1,065)

3

(587)

55.1%

Non-cash straight-line ground lease expense

(1,063)

945

18

(2,026)

(214.4%)

Non-cash compensation

19,323

16,373

68

2,882

17.6%

Other income, net

(35,595)

(23,700)

(12,698)

803

161.6%

Acquisition and new business initiatives

related adjustments and expenses

5,156

5,388

15

(247)

(4.6%)

Asset impairment and decommission costs

20,322

12,670

328

7,324

57.8%

Interest income

(5,517)

(6,999)

(67)

1,549

(22.1%)

Interest expense (1)

126,198

108,088

55

18,055

16.7%

Depreciation, accretion, and amortization

76,883

63,515

512

12,856

20.2%

Provision for income taxes (2)

48,813

41,514

4,229

3,070

9.2%

Adjusted EBITDA

$

493,302

$

472,620

$

1,719

$

18,963

4.0%

For the nine months ended

Constant

September 30,

Foreign

Constant

Currency

2025

2024

Currency Impact

Currency Change

% Change

(in thousands)

Net income

$

684,031

$

569,886

$

164,977

$

(50,832)

(7.8%)

Non-cash straight-line leasing revenue

(3,578)

(10,623)

(296)

7,341

(69.1%)

Non-cash straight-line ground lease expense

(4,148)

(5,426)

(8)

1,286

(23.7%)

Non-cash compensation

56,552

56,439

(125)

238

0.4%

Loss from extinguishment of debt, net

4,428

(4,428)

(100.0%)

Other (income) expense, net

(111,881)

125,811

(259,856)

22,164

(784.6%)

Acquisition and new business initiatives

related adjustments and expenses

18,422

19,379

(100)

(857)

(4.4%)

Asset impairment and decommission costs

102,578

87,928

(2,079)

16,729

19.0%

Interest income

(24,452)

(21,359)

415

(3,508)

16.4%

Interest expense (1)

370,433

327,752

10

42,671

13.0%

Depreciation, accretion, and amortization

211,894

204,444

(3,874)

11,324

5.5%

Provision for income taxes (2)

126,226

46,436

86,955

(7,165)

(8.1%)

Adjusted EBITDA

$

1,426,077

$

1,405,095

$

(13,981)

$

34,963

2.5%

(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 $20.7 million for the three months ended September 30, 2025, as compared to the prior year period. On a constant currency basis, Adjusted EBITDA increased $19.0 million. These changes were primarily due to an increase in site leasing segment and site development segment operating profit, partially offset by an increase in cash selling, general, and administrative expenses.

Adjusted EBITDA increased $21.0 million for the nine months ended September 30, 2025, as compared to the prior year period. On a constant currency basis, Adjusted EBITDA increased $35.0 million. These changes were primarily due to an increase in site leasing segment and site development segment operating profit, partially offset by 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

34


Table of Contents

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 pursuing investment in quality assets that meet our return criteria while maintaining flexibility to continue our buyback program and increase our dividend growth over-time. Based on our evaluation of market opportunities for portfolio growth and the current interest rate environment, we have also prioritized repayment of debt in the past few years which minimizes interest expense and supports AFFO per share growth and, we believe, creates a path for our move towards issuing investment grade debt. Consequently, in the short-term, we will also focus on reducing our ratio of secured debt to unsecured debt as existing secured debt maturities come due or are within their par call window.

A summary of our cash flows is as follows:

For the nine months ended September 30,

2025

2024

(in thousands)

Cash provided by operating activities

$

987,303

$

1,024,697

Cash used in investing activities

(421,008)

(480,420)

Cash used in financing activities

(1,520,215)

(533,848)

Change in cash, cash equivalents, and restricted cash

(953,920)

10,429

Effect of exchange rate changes on cash, cash equiv., and restricted cash

18,657

(9,883)

Cash, cash equivalents, and restricted cash, beginning of period

1,400,657

250,946

Cash, cash equivalents, and restricted cash, end of period

$

465,394

$

251,492

Operating Activities

Cash provided by operating activities was $987.3 million for the nine months ended September 30, 2025 as compared to $1,024.7 million for the nine months ended September 30, 2024. The decrease was primarily due to increases in net interest expense and cash selling, general, and administrative expenses, as well as increases in cash outflows associated with working capital changes related to the timing of customer payments. The decrease was partially offset by (1) increases in site leasing segment and site development segment operating profit and (2) decreases in tower and equipment decommission costs.

Investing Activities

A detail of our investing activities is as follows:

For the nine months ended September 30,

2025

2024

(in thousands)

Acquisitions of towers and related assets (1)

$

(634,751)

$

(234,853)

Land buyouts and other assets (2)

(29,664)

(33,556)

Construction and related costs

(78,233)

(96,683)

Augmentation and tower upgrades

(41,362)

(38,485)

Tower maintenance

(39,072)

(33,792)

General corporate

(3,424)

(3,640)

Purchase of investments

(658,004)

(1,204,628)

Proceeds from sale of investments

909,937

1,179,250

Repayment (funding) of loan to unconsolidated joint venture

115,000

(11,100)

Proceeds from sale of assets

40,564

Other investing activities

(1,999)

(2,933)

Net cash used in investing activities

$

(421,008)

$

(480,420)

(1)The nine months ended September 30, 2025 excludes a $139.6 million acquisition completed during the third quarter of 2025 which was not funded until the fourth quarter of 2025 and is recorded in Accounts payable on the Consolidated Balance Sheets as of September 30, 2025.

35


Table of Contents

(2)Excludes $9.7 million and $17.0 million spent to extend ground lease terms for the nine months ended September 30, 2025 and 2024, respectively. We recorded these amounts in prepaid expenses and other current assets within the changes in operating assets and liabilities, net of acquisitions section of its Consolidated Statements of Cash Flows.

Subsequent to quarter end, we closed on the 2,020 sites related to the Millicom transaction that were remaining under contract for approximately $217.4 million in cash. As of the date of this filing, we are under contract to purchase 78 communication sites for an aggregate consideration of $66.9 million in cash. We anticipate that these acquisitions will be closed by the end of the first quarter of 2026.

For 2025, we expect to incur non-discretionary cash capital expenditures associated with tower maintenance and general corporate expenditures of $56.0 million to $60.0 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 $1,290.0 million to $1,300.0 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:

For the nine months ended September 30,

2025

2024

(in thousands)

Net borrowings (repayments) under Revolving Credit Facility (1)

$

280,000

$

(20,000)

Proceeds from issuance of Term Loans, net of fees (1)

2,274,815

Repayment of Term Loans (1)

(17,250)

(2,279,500)

Repayment of Tower Securities (1)

(1,165,000)

Repurchase and retirement of common stock (2)

(281,531)

(200,019)

Payment of dividends on common stock

(360,780)

(318,808)

Proceeds from employee stock purchase/stock option plans

51,491

27,144

Payments related to taxes on stock options and restricted stock units

(24,875)

(18,187)

Other financing activities

(2,270)

707

Net cash used in financing activities

$

(1,520,215)

$

(533,848)

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

(2)During the nine months ended September 30, 2025, we purchased 1.4 million shares of our Class A common stock for $284.8 million at an average price per share of $208.61. Amounts reflected in the table are based on the settlement date. Subsequent to September 30, 2025, we purchased 210 thousand shares of our Class A common stock for $40.2 million at an average price per share of $191.21. For additional information regarding our share repurchase activity, refer to Part II Item 2 under “Issuer Purchases of Equity Securities” below.

Dividends

For the nine months ended September 30, 2025, we paid the following cash dividends:

Payable to Shareholders

of Record at the Close

Cash Paid

Aggregate Amount

Date Declared

of Business on

Per Share

Paid

Date Paid

February 23, 2025

March 13, 2025

$1.11

$122.3 million (1)

March 27, 2025

April 27, 2025

May 22, 2025

$1.11

$119.4 million

June 17, 2025

August 3, 2025

August 21, 2025

$1.11

$119.1 million

September 18, 2025

(1)Amount reflected includes the payment of $2.4 million in dividend equivalents.

36


Table of Contents

Dividends paid in 2025 were ordinary taxable dividends.

Subsequent to September 30, 2025, we declared the following cash dividends:

Payable to Shareholders

Cash to

of Record at the Close

be Paid

Date Declared

of Business on

Per Share

Date to be Paid

November 2, 2025

November 13, 2025

$1.11

December 11, 2025

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 nine months ended September 30, 2025, we did not issue any shares of Class A common stock under this registration statement. As of September 30, 2025, we had approximately 1.2 million shares of Class A common stock remaining under this registration statement.

We have on file with the Commission an automatic shelf registration statement for well-known seasoned issuers on Form S-3ASR, which enables us to issue shares of our Class A common stock, preferred stock, debt securities, warrants, or depositary shares as well as units that include any of these securities. We will file a prospectus supplement containing the amount and type of securities each time we issue securities under our automatic shelf registration statement on Form S-3ASR. During the nine months ended September 30, 2025, we did not issue any securities under our automatic shelf registration statement.

Debt Instruments and Debt Service Requirements

Senior Credit Agreement

As of September 30, 2025, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.

Revolving Credit Facility under the Senior Credit Agreement

The key terms of the Revolving Credit Facility are as follows:

Unused

Interest Rate

Commitment

as of

Fee as of

September 30, 2025 (1)

September 30, 2025 (2)

Revolving Credit Facility

5.235%

0.140%

(1)The rate reflected includes a 0.050% reduction in the applicable spread as a result of meeting certain sustainability-linked targets as of December 31, 2024.

(2)The rate reflected includes a 0.010% reduction in the applicable commitment fee as a result of meeting certain sustainability-linked targets as of December 31, 2024.


37


Table of Contents

The table below summarizes our Revolving Credit Facility activity during the three and nine months ended September 30, 2025 and 2024:

For the three months

For the nine months

ended September 30,

ended September 30,

2025

2024

2025

2024

(in thousands)

Beginning outstanding balance

$

80,000

$

120,000

$

$

180,000

Borrowings

295,000

175,000

375,000

370,000

Repayments

(95,000)

(135,000)

(95,000)

(390,000)

Ending outstanding balance

$

280,000

$

160,000

$

280,000

$

160,000

Subsequent to September 30, 2025, we borrowed $165.0 million and repaid $60.0 million under the Revolving Credit Facility, and as of the date of this filing, $385.0 million was outstanding.

Term Loan under the Senior Credit Agreement

2024 Term Loan

During the three and nine months ended September 30, 2025, we repaid an aggregate of $11.5 million and $17.3 million of principal on the 2024 Term Loan, respectively. As of September 30, 2025, the 2024 Term Loan had a principal balance of $2.3 billion.

Secured Tower Revenue Securities

Tower Revenue Securities Terms

As of September 30, 2025, we, through the Trust, had issued and outstanding an aggregate of $7.2 billion of Secured Tower Revenue Securities (“Tower Securities”). The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of certain of our subsidiaries that are borrowers on the mortgage loan (the “Borrowers”) under which there is a loan tranche for each Tower Security outstanding with the same interest rate and maturity date as the corresponding Tower Security. The mortgage loan will be paid from the operating cash flows from the aggregate 9,505 tower sites owned by the Borrowers as of September 30, 2025. The mortgage loan is secured by (1) mortgages, deeds of trust, and deeds to secure debt on a substantial portion of the tower sites, (2) a security interest in the tower sites and substantially all of the Borrowers’ personal property and fixtures, (3) the Borrowers’ rights under certain tenant leases, and (4) all of the proceeds of the foregoing. For each calendar month, SBA Network Management, Inc., an indirect subsidiary (“Network Management”), is entitled to receive a management fee equal to 4.5% of the Borrowers’ operating revenues for the immediately preceding calendar month.

The table below sets forth the material terms of our outstanding Tower Securities as of September 30, 2025:

Security

Issue Date

Amount Outstanding
(in millions)

Interest
Rate (1)

Anticipated Repayment Date

Final Maturity Date

2020-1C Tower Securities

Jul. 14, 2020

$750.0

1.884%

Jan. 9, 2026

Jul. 11, 2050

2020-2C Tower Securities

Jul. 14, 2020

$600.0

2.328%

Jan. 11, 2028

Jul. 9, 2052

2021-1C Tower Securities

May 14, 2021

$1,165.0

1.631%

Nov. 9, 2026

May 9, 2051

2021-2C Tower Securities

Oct. 27, 2021

$895.0

1.840%

Apr. 9, 2027

Oct. 10, 2051

2021-3C Tower Securities

Oct. 27, 2021

$895.0

2.593%

Oct. 9, 2031

Oct. 10, 2056

2022-1C Tower Securities

Nov. 23, 2022

$850.0

6.599%

Jan. 11, 2028

Nov. 9, 2052

2024-1C Tower Securities

Oct. 11, 2024

$1,450.0

4.831%

Oct. 9, 2029

Oct. 8, 2054

2024-2C Tower Securities (2)

Oct. 11, 2024

$620.0

4.654%

Oct. 8, 2027

Oct. 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%.

38


Table of Contents

Risk Retention Tower Securities

The table below sets forth the material terms of our outstanding Risk Retention Tower Securities as of September 30, 2025:

Security

Issue Date

Amount Outstanding
(in millions)

Interest
Rate (1)

Anticipated Repayment Date

Final Maturity Date

2020-2R Tower Securities

Jul. 14, 2020

$71.1

4.336%

Jan. 11, 2028

Jul. 9, 2052

2021-1R Tower Securities

May 14, 2021

$61.4

3.598%

Nov. 9, 2026

May 9, 2051

2021-3R Tower Securities

Oct. 27, 2021

$94.3

4.090%

Oct. 9, 2031

Oct. 10, 2056

2022-1R Tower Securities

Nov. 23, 2022

$44.8

7.870%

Jan. 11, 2028

Nov. 9, 2052

2024-1R Tower Securities

Oct. 11, 2024

$108.7

6.252%

Oct. 9, 2029

Oct. 8, 2054

(1)Interest paid monthly.

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 September 30, 2025, the Borrowers met the debt service coverage ratio required by the mortgage loan agreement and were in compliance with all other covenants as set forth in the agreement.

Senior Notes

The table below sets forth the material terms of our outstanding senior notes as of September 30, 2025:

Senior Notes

Issue Date

Amount Outstanding
(in millions)

Interest Rate Coupon

Maturity Date

Interest Due Dates

Optional Redemption Date

2020 Senior Notes

Feb. 4, 2020

$1,500.0

3.875%

Feb. 15, 2027

Feb. 15 & Aug. 15

Feb. 15, 2025

2021 Senior Notes

Jan. 29, 2021

$1,500.0

3.125%

Feb. 1, 2029

Feb. 1 & Aug. 1

Feb. 1, 2025

Each of our senior notes is subject to redemption, at our option, in whole or in part on or after the date set forth above. 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 September 30, 2025, we believe that our cash on hand, capacity available under our Revolving Credit Facility, and cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months.

39


Table of Contents

The following table illustrates our estimate of our debt service requirement over the next twelve months ended September 30, 2026 based on the amounts outstanding as of September 30, 2025 and the interest rates accruing on those amounts on such date:

(in thousands)

Revolving Credit Facility (1)

$

17,066

2024 Term Loan (2)

141,677

2020-1C Tower Securities

754,108

2020-2C Tower Securities

14,159

2021-1C Tower Securities

19,371

2021-2C Tower Securities

16,752

2021-3C Tower Securities

23,491

2022-1C Tower Securities

56,362

2024-1C Tower Securities

70,510

2024-2C Tower Securities

29,052

2020 Senior Notes

58,125

2021 Senior Notes

46,875

Total debt service for the next 12 months

$

1,247,548

(1)As of September 30, 2025, $280.0 million was outstanding under the Revolving Credit Facility. Subsequent to September 30, 2025, we borrowed $165.0 million and repaid $60.0 million under the Revolving Credit Facility, and as of the date of this filing, $385.0 million was outstanding.

(2)Total debt service on the 2024 Term Loan (as amended on October 2, 2024) includes the impact of the interest rate swaps which collectively swap $2.0 billion of notional value accruing interest at Term SOFR plus 175 basis points for a blended all-in fixed rate of 5.165%.

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 September 30, 2025:

2025

2026

2027

2028

2029

Thereafter

Total

Fair Value

(in thousands)

Revolving Credit Facility

$

$

$

$

$

280,000

$

$

280,000

$

280,000

2024 Term Loan

5,750

23,000 

23,000 

23,000 

23,000 

2,167,750

2,265,500

2,273,996

2020-1C Tower Securities (1)

750,000 

750,000 

722,858

2020-2C Tower Securities (1)

600,000 

600,000 

514,080

2021-1C Tower Securities (1)

1,165,000 

1,165,000 

1,003,915

2021-2C Tower Securities (1)

895,000 

895,000 

852,488

2021-3C Tower Securities (1)

895,000 

895,000 

676,164

2022-1C Tower Securities (1)

850,000 

850,000 

867,510

2024-1C Tower Securities (1)

1,450,000 

1,450,000 

1,446,926

2024-2C Tower Securities (1)

620,000 

620,000 

624,340

2020 Senior Notes

1,500,000 

1,500,000 

1,477,635

2021 Senior Notes

1,500,000 

1,500,000 

1,410,000

Total debt obligation

$

5,750

$

1,938,000 

$

3,038,000 

$

1,473,000 

$

3,253,000

$

3,062,750

$

12,770,500

$

12,149,912

40


Table of Contents

(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 September 30, 2025. As of September 30, 2025, the analysis indicated that such an adverse movement would have caused our interest expense to increase by approximately 1.1% for the nine months ended September 30, 2025.

We are exposed to market risk from changes in foreign currency exchange rates in connection with our operations in Brazil, Chile, Peru, South Africa, Tanzania, and to a lesser extent, our markets in Central America. In each of these countries, we pay most of our selling, general, and administrative expenses and a portion of our operating expenses, such as taxes and utilities incurred in the country in local currency. In addition, in Brazil, Chile, and South Africa, we receive significantly all of our revenue and pay significantly 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 nine months ended September 30, 2025, approximately 19.9% of our revenues and approximately 27.9% 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 September 30, 2025. As of September 30, 2025, the analysis indicated that such an adverse movement would have caused our revenues and operating income to decline by approximately 1.1% and 0.7%, respectively, for the nine months ended September 30, 2025.

As of September 30, 2025, we had intercompany debt, which is denominated in a currency other than the functional currency of the subsidiary in which it is recorded. As settlement of this debt is anticipated or planned in the foreseeable future, any changes in the foreign currency exchange rates will result in unrealized gains or losses, which will be included in our determination of net income. A change of 10% in the underlying exchange rates of our unsettled intercompany debt at September 30, 2025 would have resulted in approximately $99.0 million of unrealized gains or losses that would have been included in Other income (expense), net in our Consolidated Statements of Operations for the nine months ended September 30, 2025.

Special Note Regarding Forward-Looking Statements

This quarterly report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Specifically, this quarterly report contains forward-looking statements including our expectations and beliefs regarding:

the future growth and financial health of the wireless industry and the industry participants, the drivers of such growth, including future spectrum auctions and the roll-out of 5G and fixed wireless;

our ability to capture and capitalize on industry growth and the impact of such growth on our financial and operational results;

the consolidation of wireless service providers and the impact of such consolidation on our financial and operational results, including churn;

our intent to grow our tower portfolio domestically and internationally and expand through acquisitions, new builds and organic lease up on existing towers;

our strategies for growing, and ability to grow, our cash flows;

core leasing revenue growth, on an organic basis, in our domestic and international segments, and the drivers of such growth;

our site leasing business being characterized by stable and long-term recurring revenues;

our future cash capital expenditures, both discretionary and non-discretionary, including expenditures required for new builds and to maintain, improve, and modify our towers, ground lease purchases, and general corporate expenditures, and the source of funds for these expenditures;

41


Table of Contents

that we will be able to continue to secure rights to the land underlying our towers, and the impact of such strategy on our financial and operational results;

the timing for closing of pending acquisitions;

our future liquidity requirements, including our debt service in 2024, and our ability to meet such requirements with cash on hand, capacity under our Revolving Credit Facility, and our cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months;

our election to be taxed as a REIT, our intent to continue to operate as a REIT and the use of NOLs to reduce REIT taxable income;

our capital allocation strategies and the impact of these strategies on our future financial and operational results including our goal of increasing our Adjusted Funds From Operations per share;

our expectations regarding dividends and our ability to grow our dividend in the future and the drivers of such growth;

our expectations regarding our future cash capital expenditures, both discretionary and non-discretionary, including expenditures required for new builds and to maintain, improve, and modify our towers, ground lease purchases, and general corporate expenditures, and the source of funds for these expenditures;

the impact of compliance with applicable laws and regulations, including environmental laws, and various legal proceedings on our financial results and future business prospects; and

the impact of certain tax and accounting matters on our financial statements.

These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date hereof, unless otherwise required by law. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited to, the following:

developments in, and macroeconomic influences on, the wireless communications industry in general, and for wireless communications infrastructure providers in particular, that may slow growth or affect our customers’ access to sufficient capital, or ability to expend capital to fund network expansion or enhancements;

the impact of churn based on prior and future consolidation among wireless service providers;

our ability to successfully manage the risks associated with international operations, including risks relating to competition, political or economic conditions, inflation, potential tariffs, tax laws, currency restrictions and exchange rate fluctuations, legal or judicial systems, and land ownership, including land ownership risks with respect to towers we do not own;

our ability to successfully manage the risks associated with our acquisition initiatives, including our ability to satisfactorily complete due diligence on acquired towers, the amount and quality of due diligence that we are able to complete prior to closing of any acquisition, our ability to accurately anticipate the future performance of the acquired towers, our ability to receive required regulatory approval, the ability and willingness of each party to fulfill their respective closing conditions and their contractual obligations, and, once acquired, our ability to effectively integrate acquired towers into our business and to achieve the financial results projected in our valuation models for the acquired towers;

the health of the economies and wireless communications markets of the international jurisdictions we operate in, and the willingness of carriers to invest in their networks in such markets;

our ability to secure as many site leasing tenants as anticipated and retain current leases on towers as well as our tenants’ ability and willingness to comply with their obligations under such leases;

our ability to meet our operational and capital expenditure goals, including expected economies of scale arising from new tenants on our existing towers,

our ability to secure and deliver anticipated services business at contemplated margins;

our ability to build new towers, including our ability to identify and acquire land that would be attractive for our customers and to successfully and timely address the issues that arise in connection with the building of new towers;

our ability to compete for the acquisition of towers and other factors that may adversely affect our ability to purchase towers that meet our investment criteria and are available at prices which we believe will be accretive to our shareholders and allow us to maintain our long-term target leverage ratios while achieving our expected portfolio growth levels;

our capital allocation decisions and the impact on our ability to achieve our expected tower portfolio growth levels;

our ability to protect our rights to the land under our towers, and our ability to acquire land underneath our towers on terms that are accretive;

our ability to sufficiently increase our revenues and maintain expenses and cash capital expenditures at appropriate levels;

our ability to successfully estimate the impact of regulatory and litigation matters;

natural disasters and other unforeseen damage for which our insurance may not provide adequate coverage;

a decrease in demand for our towers;

the impact of EchoStar’s sale of its spectrum;

the introduction of new technologies or changes in a tenant’s business model that may make our tower leasing business less desirable to existing or potential tenants;

42


Table of Contents

the impact of interest rates on our results of operations and our ability to refinance our existing indebtedness at commercially reasonable rates or at all;

our ability to continue to comply with covenants and the terms of our credit instruments and our ability to obtain additional financing to fund our capital expenditures;

our ability to qualify for treatment as a REIT for U.S. federal income tax purposes and to comply with and conduct our business in accordance with such rules and to utilize available NOLs to reduce REIT taxable income;

our ability to successfully estimate the impact of certain accounting and tax matters, including the ability to successfully utilize like-kind exchanges, the effect of adopting certain accounting pronouncements and the availability of sufficient NOLs to offset future REIT taxable income; and

other risks, including those described in Item 1A. – Risk Factors in our Annual Report on Form 10-K and those described from time to time in our other filings with the SEC.

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 September 30, 2025. Based on such evaluation, such officers have concluded that, as of September 30, 2025, 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 third quarter of 2025:

Total

Total Number of Shares

Approximate Dollar Value

Number

Average

Purchased as Part of

of Shares that May Yet Be

of Shares

Price Paid

Publicly Announced

Purchased Under the

Period

Purchased

Per Share

Plans or Programs (1)

Plans or Programs

7/1/2025 - 7/31/2025

159,742

$

227.80

159,742

$

1,455,810,492

8/1/2025 - 8/31/2025

92,484

$

216.25

92,484

$

1,435,810,987

9/1/2025 - 9/30/2025

495,460

$

197.25

495,460

$

1,338,082,263

Total

747,686

$

206.13

747,686

$

1,338,082,263

(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 $1.3 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 September 30, 2025, none of our officers (as defined in Rule 16a-1(f) of the Exchange Act) or directors adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.


43


Table of Contents

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


44


Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SBA COMMUNICATIONS CORPORATION

November 6, 2025

/s/ Brendan T. Cavanagh

Brendan T. Cavanagh

Chief Executive Officer

(Duly Authorized Officer)

November 6, 2025

/s/ Marc Montagner

Marc Montagner

Chief Financial Officer

(Principal Financial Officer)

s

45

Sba Communications Corp

NASDAQ:SBAC

SBAC Rankings

SBAC Latest News

SBAC Latest SEC Filings

SBAC Stock Data

20.75B
105.64M
0.71%
102.16%
2.22%
REIT - Specialty
Real Estate Investment Trusts
Link
United States
BOCA RATON