SBA Communications (NASDAQ: SBAC) chair reports 9,761-share gift and equity awards

Rhea-AI Filing Summary

SBA Communications Corporation director and chairman reported an equity gift and updated holdings. On 12/16/2025, the reporting person gifted 9,761 shares of Class A Common Stock to a non-profit foundation where he serves as President and one of two directors, in an exempt transaction under Rule 16b-5. The shares were transferred at a reported price of $0.

After this transaction, he beneficially owned 120,202.626 Class A shares directly and 259,863 Class A shares indirectly through Calculated Risk Partners, L.P., a Delaware limited partnership that he and his spouse control via its general partner, with beneficial ownership disclaimed except for his pecuniary interest. He also held 149,446 stock options with an exercise price of $182.3 per share, alongside several tranches of restricted stock units and performance restricted stock units linked to Class A Common Stock with vesting and performance schedules extending through March 6, 2026 and May 1, 2028.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

STOOPS JEFFREY

(Last) (First) (Middle)

C/O SBA COMMUNICATIONS CORPORATION

8051 CONGRESS AVENUE

(Street)

BOCA RATON FL 33487

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SBA COMMUNICATIONS CORP [ SBAC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			CHAIRMAN

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/16/2025		G(1)		9,761	D	$0	120,202.626	D
Class A Common Stock								259,863	I	By Limited Partnership(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	$182.3							(3)	03/06/2026	Class A Common Stock	149,446		149,446	D
Restricted Stock Units	(4)							(5)	(5)	Class A Common Stock	3,468		3,468	D
Performance Restricted Stock Units	(6)							(7)	(7)	Class A Common Stock	10,404		10,404	D
Performance Restricted Stock Units	(6)							(8)	(8)	Class A Common Stock	10,404		10,404	D
Restricted Stock Units	(4)							(9)	(9)	Class A Common Stock	604		604	D
Restricted Stock Units	(4)							(10)	(10)	Class A Common Stock	994		994	D

Explanation of Responses:

1. The Reporting Person gifted these shares to a non-profit foundation of which the Reporting Person serves as President and one of the two directors in an exempt transaction pursuant to Rule 16b-5 of the Exchange Act.

2. These shares are owned by Calculated Risk Partners, L.P., a Delaware limited partnership ("CRLP"). The Reporting Person and his spouse control the general partner of CRLP. The Reporting Person disclaims beneficial ownership of the stock owned by CRLP except to the extent of his pecuniary interest therein.

3. These stock options are fully vested and exercisable.

4. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

5. These restricted stock units vest in accordance with the following schedule: 3,468 vest on the first through third anniversaries of the grant date (March 6, 2023).

6. Each performance restricted stock unit represents a contingent right to receive one share of Class A Common Stock.

7. These performance restricted stock units have a three-year performance period and to the extent earned vest on March 6, 2026. The number of shares of Class A Common Stock that will be earned is subject to increase or decrease based on the results of the performance period.

8. These performance restricted stock units have a three-year performance period and to the extent earned vest on March 6, 2026. The number of shares of Class A Common Stock that will be earned is subject to increase or decrease based on the results of the performance period.

9. These restricted stock units vest in accordance with the following schedule: 302 vested on May 1, 2025; 302 vest on May 1, 2026; and 302 vest on May 1, 2027.

10. These restricted stock units vest in accordance with the following schedule: 331 vest on May 1, 2026; 331 vest on May 1, 2027; and 332 vest on May 1, 2028.

	/s/ Joshua Koenig, Attorney-in-Fact	12/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did SBA Communications (SBAC) report in this Form 4?

The filing reports that the chairman and director of SBA Communications Corporation gifted 9,761 shares of Class A Common Stock on 12/16/2025 to a non-profit foundation where he serves as President and one of two directors, in an exempt transaction under Rule 16b-5.

How many SBA Communications (SBAC) shares does the insider own after the reported transaction?

Following the reported gift, the insider beneficially owned 120,202.626 Class A shares directly and 259,863 Class A shares indirectly through Calculated Risk Partners, L.P., with beneficial ownership of the partnership’s shares disclaimed except to the extent of his pecuniary interest.

What indirect ownership does the SBA Communications (SBAC) insider report?

The filing states that 259,863 Class A shares are held by Calculated Risk Partners, L.P., a Delaware limited partnership whose general partner is controlled by the reporting person and his spouse, and the reporting person disclaims beneficial ownership of those shares except for his pecuniary interest.

What stock options does the SBA Communications (SBAC) insider hold?

The insider holds 149,446 stock options (right to buy Class A Common Stock) with an exercise price of $182.3 per share. The explanation notes that these stock options are fully vested and exercisable.

What restricted stock units (RSUs) are reported for the SBA Communications (SBAC) insider?

The filing lists several RSU awards, including 3,468 restricted stock units that vest on each of the first through third anniversaries of the March 6, 2023 grant date, and additional RSU tranches of 604 and 994 shares with vesting schedules on May 1, 2025, 2026, 2027 and 2028, each RSU representing a contingent right to receive one Class A share.

What performance restricted stock units (PRSUs) does the SBA Communications (SBAC) insider report?

The insider reports performance restricted stock units representing contingent rights to receive 10,404 Class A shares in each of two separate PRSU awards. Each award has a three-year performance period, and to the extent earned, the units vest on March 6, 2026, with the number of shares earned subject to increase or decrease based on performance results.