SBA Communications sets $2.5B short-term note cap

The program permits amounts to be borrowed, repaid and reborrowed, with each note maturing within 397 days of issuance.

Rhea-AI Filing Summary

SBA Communications Corporation established a commercial paper program permitting issuance of short-term, unsecured notes with aggregate principal outstanding of up to $2.5 billion at any one time. Amounts may be borrowed, repaid and reborrowed, and note maturities may vary but cannot exceed 397 days from issuance. Proceeds are intended for general corporate purposes, and the notes will be sold on customary terms in the U.S. commercial paper market on a private placement basis.

The notes rank pari passu with the company’s other unsecured, unsubordinated debt; they rank effectively junior to secured debt to the extent of the value of collateral and are structurally subordinated to liabilities of the company’s subsidiaries. One or more commercial paper dealers will purchase notes or arrange their sale, and a national bank will act as issuing and paying agent. Notes offered under the program will not be registered and will be issued in reliance on the Securities Act’s Section 4(a)(2) exemption.

8-K Event Classification

Item 2.03 — Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

1 item

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Key Figures

Commercial paper principal outstanding limit: $2.5 billion Maximum note maturity: 397 days

2 metrics

Commercial paper principal outstanding limit $2.5 billion Maximum aggregate principal amount outstanding at any one time under the program

Maximum note maturity 397 days From the date of issue

Key Terms

commercial paper notes, pari passu, structurally subordinated, issuing and paying agent, +1 more

5 terms

commercial paper notes financial

"short-term, unsecured, commercial paper notes"

Short-term IOUs issued by companies to raise quick cash, typically for working capital or short-term obligations; they mature in days to months rather than years. Think of them like a company’s short-term promissory note to investors or money-market funds: they matter because their availability, interest rate and perceived safety signal a firm’s liquidity and credit health, and they offer investors a low-risk, short-duration place to park cash but carry some default risk.

pari passu financial

"rank pari passu with the Company’s other unsecured"

An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.

structurally subordinated financial

"will also be structurally subordinated to all indebtedness"

A claim or security is structurally subordinated when it sits lower in the legal repayment order because it is issued by a subsidiary rather than the parent company, so its holders are paid only after the parent’s creditors and any creditors of the subsidiary’s parent entities are satisfied. Imagine a line for repayment: structurally subordinated investors stand further back in line, which affects the likelihood and amount they might recover if the company or group faces financial trouble. This matters to investors because it usually implies higher risk and can influence expected return, liquidity, and credit pricing.

issuing and paying agent financial

"will act as the issuing and paying agent under the Program"

Section 4(a)(2) regulatory

"exemption from registration requirements thereof provided by Section 4(a)(2)"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much commercial paper may SBAC have outstanding under the program?

SBAC may issue short-term, unsecured commercial paper notes with aggregate principal outstanding of up to $2.5 billion at any one time. Amounts available under the program may be borrowed, repaid and reborrowed.

What is the maximum maturity of SBAC’s commercial paper notes?

Maturities may vary, but the notes will not exceed 397 days from the date of issue.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/25/2026 - 04:39 PM Accepted by SEC EDGAR 09/25/2026 - 04:37 PM Learn about SEC filing dates

SBA COMMUNICATIONS CORP false 0001034054 0001034054 2026-09-25 2026-09-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) September 25, 2026

SBA Communications Corporation

(Exact Name of Registrant as Specified in its Charter)

Florida		001-16853		65-0716501
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

8051 Congress Avenue Boca Raton, FL		33487
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (561) 995-7670

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark 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. ☐

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On September 25, 2026, SBA Communications Corporation (the “Company”) established a commercial paper program (the “Program”) pursuant to which it may issue from time to time short-term, unsecured, commercial paper notes (the “Notes”) in an aggregate principal amount outstanding at any one time not to exceed $2.5 billion. Amounts available under the program may be borrowed, repaid and reborrowed from time to time. The maturities of the Notes may vary, but will not exceed 397 days from the date of issue. The proceeds of the Notes will be used for general corporate purposes. The Notes will be sold on customary terms in the U.S. commercial paper market on a private placement basis.

The Notes will rank pari passu with the Company’s other unsecured, unsubordinated indebtedness and will effectively rank junior to all of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness. The Notes will also be structurally subordinated to all indebtedness and other liabilities of the Company’s subsidiaries, including the secured tower revenue notes and other indebtedness outstanding at the subsidiary level.

One or more commercial paper dealers will each act as a dealer under the Program (each, a “Dealer,” and collectively, the “Dealers”) pursuant to the terms and conditions of the respective commercial paper dealer agreement entered into between the Company and each Dealer (collectively, the “Dealer Agreements”). A national bank will act as the issuing and paying agent under the Program pursuant to the terms of an issuing and paying agent agreement. The Dealer Agreements provide the terms under which the Dealers will either purchase from the Company or arrange for the sale by the Company of the Notes. The Dealer Agreements contain customary representations, warranties, covenants and indemnification provisions.

The Notes to be offered under the Program have not been and will not be registered under the Securities Act or any state securities laws, will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any Notes.

This Current Report on Form 8-K includes forward-looking statements regarding the issuance of the Notes under the Program and the intended use of the net proceeds. These forward-looking statements may be affected by risks and uncertainties in the Company’s business and market conditions. This information is qualified in its entirety by cautionary statements and risk factor disclosure contained in the Company’s filings with the Securities and Exchange Commission (“SEC”), including the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, filed with the SEC. The Company wishes to caution readers that certain important factors may have affected and could in the future affect the Company’s actual results and could cause the Company’s actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of the Company. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof, except as required by law.

SIGNATURES

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

SBA COMMUNICATIONS CORPORATION
By:		/s/ Marc Montagner
		Marc Montagner
		Executive Vice President and Chief Financial Officer

Date: September 25, 2026

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB