SBA Communications refinances with new senior notes, credit line

SBA Communications Corporation completed a major refinancing of its capital structure.

Rhea-AI Filing Summary

SBA Communications Corporation completed a major refinancing of its capital structure. It closed a public offering of $1.35 billion 4.875% Senior Notes due 2030, $1.35 billion 5.150% Senior Notes due 2031, and $800.0 million 5.450% Senior Notes due 2033. Net proceeds were used to repay in full a senior secured term loan scheduled to mature on January 25, 2031 and all outstanding borrowings under a senior secured revolving credit facility scheduled to mature on January 25, 2029, with any remaining proceeds earmarked for general corporate purposes.

The new Notes are senior unsecured obligations of SBA Communications, structurally subordinated to liabilities of its operating subsidiaries, and include change-of-control put rights at 101% of principal and various optional redemption features tied to Treasury rates and Par Call Dates. Concurrently, the company entered into a new senior unsecured credit agreement providing a $2.5 billion revolving credit facility maturing July 23, 2031. Borrowings bear interest at benchmark rates plus margins that vary with credit ratings, and the agreement includes leverage covenants requiring a Consolidated Total Net Leverage Ratio not above 7.50 to 1.00 (up to 8.00 to 1.00 after certain acquisitions) and a Consolidated Senior Secured Leverage Ratio not above 3.50 to 1.00.

Filing Explained

The prior secured credit agreement is terminated, while up to $1 billion of additional revolver commitments remain an optional, covenant-gated capacity.

On July 23, 2026, the company terminated its prior senior secured credit agreement after repaying all outstanding borrowings, completing the replacement of those secured facilities with the new unsecured financing described in the filing.

The terminated agreement had a $2.0 billion revolving facility and a $2.3 billion senior secured term loan.

The new revolving facility can be increased by up to $1.0 billion at the company’s request, but any increase remains subject to compliance with the stated financial ratios and other conditions; the filing does not describe that increase as committed.

8-K Event Classification

4 items: 1.01, 1.02, 2.03, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

2030 Notes: $1.35 billion, 4.875% 2031 Notes: $1.35 billion, 5.150% 2033 Notes: $800.0 million, 5.450% +5 more

8 metrics

2030 Notes $1.35 billion, 4.875% Aggregate principal amount and interest rate of Senior Notes due 2030

2031 Notes $1.35 billion, 5.150% Aggregate principal amount and interest rate of Senior Notes due 2031

2033 Notes $800.0 million, 5.450% Aggregate principal amount and interest rate of Senior Notes due 2033

New revolving credit facility $2.5 billion Maximum aggregate principal amount under new senior unsecured revolving credit facility maturing July 23, 2031

Commitment fee range 0.08%–0.20% per annum Fee on unused commitments under New Senior Credit Agreement based on S&P and Fitch ratings

Total Net Leverage Ratio cap 7.50 to 1.00 Maximum Consolidated Total Net Leverage Ratio at each fiscal quarter-end

Acquisition step-up leverage cap 8.00 to 1.00 Temporary maximum Total Net Leverage Ratio for four quarters after certain qualified acquisitions

Senior Secured Leverage Ratio cap 3.50 to 1.00 Maximum Consolidated Senior Secured Leverage Ratio under New Senior Credit Agreement

Key Terms

Senior Notes, Indenture, Change of Control Triggering Event, Par Call Date, +2 more

6 terms

Senior Notes financial

"its 4.875% Senior Notes due 2030, the 2031 Notes and the 2033 Notes"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

Indenture financial

"The Notes were issued pursuant to an indenture dated as of July 23, 2026"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

Change of Control Triggering Event financial

"In the event of a Change of Control Triggering Event (as defined in the Indenture)"

A change of control triggering event is a corporate transaction or shift—such as a merger, sale of a majority of shares, or a new party gaining board control—that automatically activates specific contractual rights or penalties. Investors care because these triggers can accelerate debt repayment, alter executive compensation, terminate agreements, or prompt buyouts, and those outcomes can materially affect a company’s value, cash flow and stock price like a sudden change in who runs or owns a household.

Par Call Date financial

"prior to their applicable Par Call Date (as defined below) or prior to their maturity"

The par call date is the specific time when a company can choose to pay back a bond or debt in full at its original value, known as the face amount or par value. It matters to investors because it indicates when the issuer might repay the debt early, potentially affecting investment plans or expected income. Think of it like a fixed date when a loan can be fully settled, giving investors clarity on when they might get their money back.

Consolidated Total Net Leverage Ratio financial

"including (1) a Consolidated Total Net Leverage Ratio not to exceed 7.50 to 1.00"

A consolidated total net leverage ratio measures a company’s total debt minus cash divided by its recurring earnings, calculated across all of its consolidated entities. Think of it as how many years of the company’s operating profit would be needed to pay off its net debt; investors use it to gauge financial risk, ability to service loans, and whether debt levels are sustainable relative to the business’s income.

Consolidated Senior Secured Leverage Ratio financial

"and (2) a Consolidated Senior Secured Leverage Ratio not to exceed 3.50 to 1.00"

FAQ

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

What new senior notes did SBA Communications (SBAC) issue on July 23, 2026?

SBA Communications issued $1.35 billion 4.875% Senior Notes due 2030, $1.35 billion 5.150% Senior Notes due 2031, and $800.0 million 5.450% Senior Notes due 2033. These notes are senior unsecured obligations of the company and carry semiannual interest payments starting January 15, 2027.

How will SBA Communications (SBAC) use the net proceeds from its new notes offering?

Net proceeds were used to repay in full a senior secured term loan maturing January 25, 2031 and all borrowings under a senior secured revolving credit facility maturing January 25, 2029. Any remaining proceeds are allocated for general corporate purposes.

What are the key terms of SBA Communications' (SBAC) new $2.5 billion credit facility?

The New Senior Credit Agreement provides a $2.5 billion senior unsecured revolving credit facility maturing July 23, 2031. Borrowings accrue interest at selected benchmark rates plus margins from 0.75%–1.375%, or a base rate plus 0%–0.375%, depending on the company’s S&P and Fitch ratings.

What financial covenants apply under SBAC's New Senior Credit Agreement?

SBA Communications must maintain a Consolidated Total Net Leverage Ratio not exceeding 7.50 to 1.00, or 8.00 to 1.00 for four quarters after certain qualified acquisitions, and a Consolidated Senior Secured Leverage Ratio not exceeding 3.50 to 1.00 at each fiscal quarter-end.

What happened to SBA Communications' (SBAC) prior senior credit agreement?

Concurrently with the new financing, SBA Senior Finance II LLC terminated the Prior Senior Credit Agreement, which included a $2.0 billion revolving credit facility and a $2.3 billion seven-year senior secured term loan. All outstanding amounts under this agreement were repaid in full using proceeds from the notes offering.

What change-of-control protections do SBAC noteholders receive?

If a Change of Control Triggering Event occurs, holders of each series of notes may require SBA Communications to repurchase their notes at 101% of aggregate principal amount, plus accrued and unpaid interest to, but excluding, the repurchase date.

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

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Available on EDGAR 07/24/2026 - 07:32 AM Accepted by SEC EDGAR 07/24/2026 - 07:31 AM Learn about SEC filing dates

SBA COMMUNICATIONS CORP false 0001034054 0001034054 2026-07-23 2026-07-23

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): July 23, 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 1.01 Entry Into a Material Definitive Agreement

Indenture

On July 23, 2026, SBA Communications Corporation (the “Company”) closed its previously announced public offering (the “Offering”) of $1.35 billion aggregate principal amount of its 4.875% Senior Notes due 2030 (the “2030 Notes”), $1.35 billion aggregate principal amount of its 5.150% Senior Notes due 2031 (the “2031 Notes”) and $800.0 million aggregate principal amount of its 5.450% Senior Notes due 2033 (the “2033 Notes” and, together with the 2030 Notes and the 2031 Notes, the “Notes”). The Notes were issued pursuant to an indenture dated as of July 23, 2026 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as amended and supplemented by the first supplemental indenture dated as of July 23, 2026 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee. The Company used the net proceeds of the Offering to repay in full its senior secured term loan that would have matured on January 25, 2031 and repay in full outstanding borrowings under its senior secured revolving credit facility that would have matured on January 25, 2029. The Company intends to use any remaining net proceeds from the Offering for general corporate purposes.

The Notes are senior unsecured obligations of the Company, which rank equally with all existing and future senior indebtedness of the Company, including the Company’s obligations under its existing senior notes, and senior to all future subordinated indebtedness of the Company. The Notes effectively rank junior to all of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness. The Company’s assets consist of the capital stock of SBA Telecommunications LLC (“Telecommunications”), and the Notes are not be guaranteed by Telecommunications or any of its subsidiaries. As a result, the Notes are structurally subordinated to all existing and future liabilities and obligations of Telecommunications and its subsidiaries, including indebtedness of such subsidiaries. The 2030 Notes will have an interest rate of 4.875% per annum, the 2031 Notes will have an interest rate of 5.150% per annum and the 2033 Notes will have an interest rate of 5.450% per annum, each payable in cash on January 15 and July 15 of each year, commencing on January 15, 2027.

The Indenture limits the ability of the Company and its subsidiaries to incur certain liens and merge with or into other companies, in each case subject to certain exceptions and qualifications set forth in the Indenture.

In the event of a Change of Control Triggering Event (as defined in the Indenture), holders of the Notes of a series will have the right to require the Company to repurchase all or any part of the Notes of such series at a purchase price equal to 101% of the aggregate principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of such repurchase.

The Company, at its option, may redeem some or all of the Notes of a series at any time, or from time to time, prior to their applicable Par Call Date (as defined below) or prior to their maturity, as applicable. If the Company elects to redeem the 2030 Notes prior to their maturity, the 2031 Notes prior to June 15, 2031 (the date that is one month prior to their maturity date), or the 2033 Notes prior to May 15, 2033 (the date that is two months prior to their maturity date) (each, a “Par Call Date”), the Company will pay a redemption price in respect of the Notes to be redeemed equal to the greater of:

(1)  (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate (as defined in the Supplemental Indenture) plus 15 basis points in the case of the 2030 Notes or 20 basis points in the case of the 2031 Notes and the 2033 Notes, less (b) interest accrued on those Notes to the date of redemption, and

(2)  100% of the principal amount of the Notes to be redeemed,

plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date.

If the Company elects to redeem the 2031 Notes or the 2033 Notes on or after the applicable Par Call Date, the Company will pay a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.

2

The above description of the Indenture is qualified in its entirety by reference to the terms of the Base Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K, and the Supplemental Indenture, a copy of which is filed as Exhibit 4.2 to this Current Report on Form 8-K, each of which is incorporated herein by reference.

Relationships

The Trustee is also the trustee under the indentures governing the Company’s 3.875% Senior Notes due 2027 and 3.125% Senior Notes due 2029.

Credit Agreement

Concurrently with the closing of the Offering, the Company entered into a new senior unsecured credit agreement, dated as of July 23, 2026, among the Company, the several lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent (the “New Senior Credit Agreement”). The New Senior Credit Agreement provides for a senior unsecured revolving credit facility under which up to $2.5 billion aggregate principal amount may be borrowed, repaid and redrawn from time to time, subject to the satisfaction of customary conditions to borrowing, through the maturity date of July 23, 2031 (the “New Credit Facility”).

Amounts borrowed under the New Credit Facility will accrue interest, at the Company’s election, at either (1) a eurocurrency rate, a term SOFR reference rate, a term CORRA reference rate or a daily simple RFR, in each case, plus a margin that ranges from 0.75% to 1.375% or (2) a base rate plus a margin that ranges from 0% to 0.375%, in each case based on the Company’s ratings from S&P Global Ratings (“S&P) and Fitch Ratings, Inc. (“Fitch”). In addition, the Company is required to pay a commitment fee of between 0.08% and 0.20% per annum on the amount of unused commitment, based on the Company’s ratings from S&P and Fitch. Borrowings under the New Credit Facility may be used for general corporate purposes.

Obligations under the New Senior Credit Agreement are unsecured. The New Senior Credit Agreement requires the Company to maintain specific financial ratios, including (1) a Consolidated Total Net Leverage Ratio not to exceed 7.50 to 1.00 as of the last day of any fiscal quarter (or up to 8.00 to 1.00 for four fiscal quarters following the consummation of certain qualified acquisitions) and (2) a Consolidated Senior Secured Leverage Ratio not to exceed 3.50 to 1.00 as of the last day of any fiscal quarter. The New Senior Credit Agreement contains customary affirmative and negative covenants that, among other things, limit the Company’s ability to incur indebtedness, grant certain liens, merge or consolidate, make certain restricted payments, enter into transactions with affiliates, and engage in certain asset dispositions. The New Senior Credit Agreement is also subject to customary events of default.

The New Senior Credit Agreement will permit the Company, without the consent of the other lenders, to request that one or more existing or new lenders provide it with increases in the New Credit Facility in an amount not to exceed $1.0 billion provided that after giving effect to the proposed increase in New Credit Facility commitments the Company would be in compliance with the financial ratios described above and other customary conditions as set forth in the New Senior Credit Agreement.

Relationships

The Company and certain of its affiliates have previously entered into commercial financial arrangements with certain of the lenders, and/or their respective affiliates, and each of these entities and/or their affiliates has in the past provided financial, advisory, investment banking and other services to the Company and its affiliates, including serving (1) as a lender and/or in other related capacities in connection with the Senior Credit Agreement and the various term loans and revolving credit facility under the Senior Credit Agreement, (2) as a book runner and/or as an initial purchaser for various series of Secured Tower Revenue Securities and (3) as a book runner and/or an initial purchaser for various series of Senior Notes.

3

Item 1.02 Termination of a Material Definitive Agreement.

On July 23, 2026, concurrently with the closing of the Offering and entry into the New Senior Credit Agreement, SBA Senior Finance II LLC (the “Borrower”), a wholly-owned subsidiary of the Company, terminated the Third Amended and Restated Credit Agreement, dated as of January 25, 2024, among the Borrower, the several lenders from time to time party thereto, and Toronto Dominion (Texas) LLC, as administrative agent (as amended, supplemented or modified from time to time, the “Prior Senior Credit Agreement”). The Prior Senior Credit Agreement provided for a (i) $2.0 billion revolving credit facility and (ii) seven-year senior secured term loan in an aggregate principal amount of $2.3 billion, under which all amounts outstanding were repaid in full from the net proceeds of the Offering.

Relationships

The Company and certain of its affiliates have previously entered into commercial financial arrangements with certain of the lenders, and/or their respective affiliates, and each of these entities and/or their affiliates has in the past provided financial, advisory, investment banking and other services to the Company and its affiliates, including serving (1) as a lender and/or in other related capacities in connection with the New Senior Credit Agreement and the various term loans and revolving credit facility under the Senior Credit Agreement, (2) as a book runner and/or as an initial purchaser for various series of Secured Tower Revenue Securities, (3) as a book runner and/or an initial purchaser for various series of Senior Notes, and (4) as underwriters of the Notes.

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

The information in Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Index

Exhibit No.		Description
4.1		Indenture dated July 23, 2026 between the Company and U.S. Bank Trust Company, National Association, as trustee.
4.2		First Supplemental Indenture dated July 23, 2026 between the Company and U.S. Bank Trust Company, National Association, as trustee, to the Indenture dated July 23, 2026, between the Company and U.S. Bank Trust Company, National Association, as trustee.
10.1*		Credit Agreement dated July 23, 2026 among the Company, as borrower, the banks and other financial institutions or entities party thereto and Wells Fargo Bank, National Association, as administrative agent.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

* Certain annexes, schedules, and exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the Securities and Exchange Commission upon request.

4

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
Name:		Marc Montagner
Title:		Executive Vice President and Chief Financial Officer

Date: July 23, 2026

5

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EX-10.1 786.4 KB

Other Documents

• EX-4.1 EX-4.1 391.2 KB
• EX-4.2 EX-4.2 287.0 KB
• 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