SBA Communications (SBAC) director exercises 1,501 options, 1,496 shares withheld for taxes

Rhea-AI Filing Summary

SBA Communications director Steven E. Bernstein reported routine equity compensation activity involving stock options, tax withholding, and existing holdings. He exercised stock options for 1,501 shares of Class A Common Stock at an exercise price of $212.31 per share, increasing his direct share position. To cover the related tax liability and exercise price, 1,496 shares of Class A Common Stock were withheld at $213.61 per share, which is a tax-withholding disposition rather than an open-market sale. Following these transactions, he holds about 7,139.6962 Class A shares directly and there are 56,314 Class A shares held indirectly by Bernstein Limited Partnership II, an entity associated with him, for which he disclaims beneficial ownership except to the extent of his pecuniary interest. He also has outstanding restricted stock units representing 663 and 302 underlying Class A shares that vest over several dates.

Insights

Equity compensation & governance analyst

Routine option exercise with tax withholding; no open-market buying or selling.

Director Steven E. Bernstein exercised stock options for 1,501 Class A shares at an exercise price of $212.31, while 1,496 shares were withheld to satisfy tax and exercise obligations. This is standard equity compensation mechanics rather than discretionary trading.

The filing shows 7,139.6962 Class A shares held directly after these transactions and 56,314 shares held indirectly via Bernstein Limited Partnership II, where he disclaims beneficial ownership beyond his pecuniary interest. Remaining restricted stock units for 663 and 302 underlying shares continue to vest per schedules through 2028.

There are no open-market purchases or sales and the net change in direct holdings from the exercise-and-withhold pattern is minimal. On its own, this activity is typically viewed as routine and not a thesis-changing signal for investors.

Insider Trade Summary

1,501 shares exercised/converted

Mixed 6 txns

Insider BERNSTEIN STEVEN E

Role null

Type	Security	Shares	Price	Value
Exercise	Stock Options (Right to Buy)	1,501	$0.00	--
Exercise	Class A Common Stock	1,501	$212.31	$319K
Tax Withholding	Class A Common Stock	1,496	$213.61	$320K
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Stock Options (Right to Buy) — 0 shares (Direct, null); Class A Common Stock — 8,635.696 shares (Direct, null); Restricted Stock Units — 302 shares (Direct, null); Class A Common Stock — 56,314 shares (Indirect, See Footnote)

Footnotes (1)

1. Shares withheld for payment of tax liability and exercise price. These shares are held by the Bernstein Limited Partnership II, an entity controlled, in part, by the Reporting Person. The Reporting Person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest. These options are fully vested and immediately exercisable. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. These restricted stock units vest in accordance with the following schedule: 302 vested on May 1, 2025; 302 vested on May 1, 2026; and 302 vest on May 1 2027. These restricted stock units vest in accordance with the following schedule: 331 vested on May 1, 2026; 331 vest on May 1, 2027; and 332 vest on May 1 2028.

Key Figures

Options exercised: 1,501 shares Tax-withholding shares: 1,496 shares Direct holdings after transactions: 7,139.6962 shares +4 more

7 metrics

Options exercised 1,501 shares Class A Common Stock at $212.31 exercise price

Tax-withholding shares 1,496 shares Class A Common Stock withheld at $213.61 per share

Direct holdings after transactions 7,139.6962 shares Class A Common Stock held directly post-transaction

Indirect partnership holdings 56,314 shares Class A Common Stock held by Bernstein Limited Partnership II

RSUs position 1 663 underlying shares Restricted stock units tied to Class A Common Stock

RSUs position 2 302 underlying shares Restricted stock units tied to Class A Common Stock

Option expiration date May 16, 2026 Exercised stock options (right to buy) expiration

Key Terms

Restricted Stock Units, Stock Options (Right to Buy), tax-withholding disposition, derivative security, +1 more

5 terms

Restricted Stock Units financial

"The filing lists Restricted Stock Units with underlying Class A Common Stock."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Stock Options (Right to Buy) financial

"One transaction involves Stock Options (Right to Buy) exercised for 1,501 shares."

tax-withholding disposition financial

"A Class A Common Stock transaction is labeled as a tax-withholding disposition with code F."

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative security financial

"Transaction code M is described as exercise or conversion of a derivative security."

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

pecuniary interest financial

"The footnote states he disclaims beneficial ownership except to the extent of his pecuniary interest."

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

BERNSTEIN STEVEN E

(Last) (First) (Middle)

C/O SBA COMMUNICATIONS CORPORATION

8051 CONGRESS AVENUE

(Street)

BOCA RATON FLORIDA 33487

(City) (State) (Zip)

UNITED STATES

(Country)

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)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026

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

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

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

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	05/13/2026		M		1,501	A	$212.31	8,635.6962	D
Class A Common Stock	05/13/2026		F		1,496(1)	D	$213.61	7,139.6962	D
Class A Common Stock								56,314	I	See Footnote(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)	$212.31	05/13/2026		M			1,501	(3)	05/16/2026	Class A Common Stock	1,501	$0	0	D
Restricted Stock Units	(4)							(5)	(5)	Class A Common Stock	302		302	D
Restricted Stock Units	(4)							(6)	(6)	Class A Common Stock	663		663	D

Explanation of Responses:

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

2. These shares are held by the Bernstein Limited Partnership II, an entity controlled, in part, by the Reporting Person. The Reporting Person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest.

3. These options are fully vested and immediately 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: 302 vested on May 1, 2025; 302 vested on May 1, 2026; and 302 vest on May 1 2027.

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

	/s/ Joshua Westerman, Attorney-in-Fact	05/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did SBA Communications (SBAC) director Steven E. Bernstein do in this Form 4?

Steven E. Bernstein exercised stock options for 1,501 shares of SBA Communications Class A Common Stock and had 1,496 shares withheld to cover taxes and exercise costs. This reflects routine equity compensation activity rather than an open-market share purchase or sale.

Were there any open-market share sales or purchases by SBAC director Steven E. Bernstein?

No, the Form 4 shows no open-market sales or purchases. Shares were acquired through an option exercise and a nearly equal number were withheld to satisfy tax and exercise obligations, which is recorded as a tax-withholding disposition, not a market trade.

How many SBA Communications shares does Steven E. Bernstein hold after these transactions?

After the reported transactions, Steven E. Bernstein holds about 7,139.6962 SBA Communications Class A shares directly. An additional 56,314 shares are held indirectly by Bernstein Limited Partnership II, where he disclaims beneficial ownership beyond his pecuniary interest.

What do the tax-withholding shares in the SBAC Form 4 represent?

The 1,496 SBA Communications shares labeled with transaction code F were withheld to pay the tax liability and exercise price associated with the option exercise. This is an internal settlement mechanism with the issuer, not an open-market sale to other investors.

What derivative or equity awards does Steven E. Bernstein still have with SBA Communications?

The filing shows restricted stock units representing 663 and 302 underlying SBA Communications Class A shares. These RSUs vest in tranches between May 1, 2026 and May 1, 2028, providing future share delivery as the vesting conditions are satisfied.

How should investors view this SBA Communications Form 4 from a significance standpoint?

This Form 4 mainly reflects routine compensation-related activity: an option exercise and associated tax withholding, plus updated holdings. There are no large open-market trades or unusual changes in position, so it generally does not signal a major shift in insider sentiment.