SBA Communications (SBAC) EVP exercises 5,739 options, withholds shares

Rhea-AI Filing Summary

SBA Communications EVP – Site Leasing Donald Day exercised stock options for 5,739 shares of Class A Common Stock at an exercise price of $0.0000 per share, converting derivative awards into common stock.

On the same date, 5,367 shares at $203.12 per share were withheld to cover the option exercise price and tax liabilities, leaving him with 7,330.969 directly owned shares plus multiple restricted and performance stock unit awards scheduled to vest between 2026 and 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^*

DAY DONALD

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP - SITE LEASING

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

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	02/18/2026		M		5,739	A	$182.3	12,697.969(1)	D
Class A Common Stock	02/18/2026		F		5,367(2)	D	$203.12	7,330.969	D

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	02/18/2026		M			5,739	(3)	03/06/2026	Class A Common Stock	5,739	$0	0	D
Restricted Stock Units	(4)							(5)	(5)	Class A Common Stock	270		270	D
Performance Restricted Stock Units	(6)							(7)	(7)	Class A Common Stock	809		809	D
Performance Restricted Stock Units	(6)							(8)	(8)	Class A Common Stock	809		809	D
Restricted Stock Units	(4)							(9)	(9)	Class A Common Stock	1,110		1,110	D
Performance Restricted Stock Units	(6)							(10)	(10)	Class A Common Stock	1,665		1,665	D
Restricted Stock Units	(4)							(11)	(11)	Class A Common Stock	914		914	D
Restricted Stock Units	(4)							(12)	(12)	Class A Common Stock	4,045		4,045	D
Performance Restricted Stock Units	(6)							(13)	(13)	Class A Common Stock	4,045		4,045	D

Explanation of Responses:

1. Includes 3.154 shares acquired through a dividend reinvestment plan.

2. Shares withheld for payment of tax liability and exercise price.

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: 269 vested on the first anniversary of the grant date and 270 vested on the second anniversary and 270 will vest on the third anniversary 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 will vest on March 6, 2026. The number of shares of Class A Common Stock that will be earned is subject to increase (up to 200%) or decrease based on the results of the performance condition.

8. These performance restricted stock units have a three-year performance period and to the extent earned will vest on March 6, 2026. The number of shares of Class A Common Stock that will be earned is subject to increase (up to 200%) or decrease based on the results of the performance condition.

9. These restricted stock units vest in accordance with the following schedule: 555 vested on the first anniversary and 555 will vest on the second through third anniversaries of the grant date (March 6, 2024).

10. These performance restricted stock units will be earned based upon the Issuer's performance on each of three different financial metrics during the three-year performance period. Once earned, the performance restricted stock units will vest on March 6, 2027. The number of shares of Class A Common Stock that will be earned at the end of the three-year performance period is subject to decrease or increase (up to 200%) based on the results of the performance conditions.

11. These restricted stock units vest in accordance with the following schedule: 456 vest on the first anniversary of the grant date and 457 vest on the second and third anniversaries of the grant date (August 1, 2024).

12. These restricted stock units vest in accordance with the following schedule: 1,348 vest on the first and second anniversaries of the grant date and 1,349 vest on the third anniversary of the grant date (March 6, 2025).

13. These performance restricted stock units will be earned based upon the Issuer's performance on each of three different financial metrics during the three-year performance period. Once earned, the performance restricted stock units will vest on March 6, 2028. The number of shares of Class A Common Stock that will be earned is subject to decrease or increase (up to 200%) based on the results of the performance conditions.

	/s/ Joshua Westerman	02/20/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did SBA Communications (SBAC) executive Donald Day report?

Donald Day, EVP – Site Leasing at SBA Communications, reported exercising options for 5,739 shares of Class A Common Stock. On the same day, 5,367 shares were withheld to cover the exercise price and related tax liabilities, converting derivative awards into directly held stock.

How many SBA Communications shares did Donald Day acquire and dispose of in this Form 4?

Donald Day acquired 5,739 shares of Class A Common Stock through an option exercise. He then disposed of 5,367 shares via share withholding to satisfy the exercise price and tax obligations, resulting in a net increase in directly owned common shares.

What is Donald Day’s direct SBA Communications share ownership after these transactions?

After the reported transactions, Donald Day directly owns 7,330.969 shares of SBA Communications Class A Common Stock. This figure reflects the option exercise and the share withholding for taxes and exercise price disclosed in the Form 4 filing.

How were taxes and exercise costs handled in Donald Day’s SBA Communications option exercise?

Taxes and exercise costs were handled through share withholding. The filing notes that 5,367 shares of Class A Common Stock, valued at $203.12 per share, were withheld to pay the option exercise price and associated tax liabilities, rather than using cash.

What restricted and performance stock units does Donald Day hold at SBA Communications?

Donald Day holds several restricted stock units and performance restricted stock units, each representing rights to receive one share of Class A Common Stock. These awards have multi‑year vesting schedules and performance periods, with some tranches vesting around March 2026, 2027, and 2028.

How do performance conditions affect Donald Day’s SBA Communications performance RSUs?

Performance restricted stock units may vest up to 200% of the target number based on SBA Communications’ performance on specified financial metrics over three‑year periods. Depending on results, the earned share count can increase to 200% or decrease below target before vesting.