STOCK TITAN

SBA Communications (SBAC) CEO exercises options, withholds 53,792 shares

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

SBA Communications president and CEO Brendan Thomas Cavanagh reported an option exercise and related share withholding on January 20, 2026. He exercised 55,741 stock options for Class A Common Stock at an exercise price of $182.30 per share, receiving the same number of common shares. To cover tax liabilities and the exercise price, 53,792 shares of Class A Common Stock were withheld at $194.11 per share, leaving 51,941.113 Class A shares held directly afterward.

Cavanagh also reports indirect ownership of 19,055 Class A shares through Cavanagh Investments, LLC, for which he disclaims beneficial ownership except for his pecuniary interest, and 14,254 shares through Eagle SC LLC. In addition, he holds multiple equity awards, including restricted stock units and performance restricted stock units that each represent a right to receive one Class A share, with various three-year vesting and performance schedules extending to March 6, 2028.

Positive

  • None.

Negative

  • None.
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*
Cavanagh Brendan Thomas

(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
X Officer (give title below) Other (specify below)
PRESIDENT AND CEO
3. Date of Earliest Transaction (Month/Day/Year)
01/20/2026
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 01/20/2026 M 55,741 A $182.3 105,733.113 D
Class A Common Stock 01/20/2026 F 53,792(1) D $194.11 51,941.113 D
Class A Common Stock 19,055 I By LLC(2)
Class A Common Stock 14,254 I By LLC(3)
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 01/20/2026 M 55,741 (4) 03/06/2026 Class A Common Stock 55,741 $0 0 D
Restricted Stock Units (5) (6) (6) Class A Common Stock 1,445 1,445 D
Performance Restricted Stock Units (7) (8) (8) Class A Common Stock 4,335 4,335 D
Performance Restricted Stock Units (7) (9) (9) Class A Common Stock 4,335 4,335 D
Restricted Stock Units (5) (10) (10) Class A Common Stock 7,932 7,932 D
Performance Restricted Stock Units (7) (11) (11) Class A Common Stock 17,846 17,846 D
Restricted Stock Units (5) (12) (12) Class A Common Stock 15,011 15,011 D
Performance Restricted Stock Units (7) (13) (13) Class A Common Stock 22,516 22,516 D
Explanation of Responses:
1. Shares withheld for payment of tax liability and exercise price.
2. These shares are owned by Cavanagh Investments, LLC. The Reporting Person is the manager of Cavanagh Investments, LLC and a trust for the benefit of the Reporting Person's spouse owns all of the equity interests in Cavanagh Investments, LLC. The Reporting Person disclaims beneficial ownership of the shares owned by Cavanagh Investments, LLC, except to the extent of his pecuniary interest therein.
3. These shares are owned by Eagle SC LLC. The Reporting Person's spouse is the manager of Eagle SC LLC and a trust for the benefit of the Reporting Person owns 95.646% of Eagle SC LLC, and the Reporting Person is the trustee of the trust.
4. These stock options are fully vested and exercisable.
5. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
6. These restricted stock units units vest in accordance with the following schedule: 1,445 vest on the first through third anniversaries of the grant date (March 6, 2023).
7. Each performance restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
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 condition.
9. 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 condition.
10. These restricted stock units vest in accordance with the following schedule: 3,966 vest on the first through third anniversaries of the grant date (March 6, 2024).
11. 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 is subject to decrease or increase (up to 200%) based on the results of the performance conditions.
12. These restricted stock units vest in accordance with the following schedule: 5,003 vest on the first anniversary of the grant date and 5,004 vest on the second and third anniversaries of the grant dare (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 Koenig, Attorney-in-Fact 01/22/2026
** 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.

FAQ

What insider transaction did SBAC CEO Brendan Cavanagh report on January 20, 2026?

Brendan Thomas Cavanagh, president and CEO of SBA Communications (SBAC), reported exercising 55,741 stock options for Class A Common Stock on January 20, 2026 at an exercise price of $182.30 per share, receiving the same number of common shares.

How many SBA Communications shares were withheld to cover Brendan Cavanagh’s taxes and exercise price?

On January 20, 2026, 53,792 shares of SBA Communications Class A Common Stock were designated with transaction code F and were withheld for payment of tax liability and exercise price at a price of $194.11 per share, as noted in the footnote.

How many SBA Communications shares does Brendan Cavanagh hold directly after the reported transactions?

Following the January 20, 2026 transactions, Brendan Cavanagh reports 51,941.113 Class A Common Stock shares held in direct ownership.

What indirect SBA Communications shareholdings are reported for Brendan Cavanagh through LLCs?

The filing lists 19,055 Class A shares held by Cavanagh Investments, LLC, where a trust for his spouse owns all equity interests and he disclaims beneficial ownership except for his pecuniary interest. It also lists 14,254 Class A shares held by Eagle SC LLC, whose manager is his spouse and where a trust for his benefit owns 95.646% and he is the trustee.

What equity awards in SBA Communications stock does Brendan Cavanagh hold after this Form 4?

The Form 4 shows several derivative holdings, including restricted stock units and performance restricted stock units, each representing a contingent right to receive one share of Class A Common Stock. Examples include 7,932 restricted stock units and 22,516 performance restricted stock units, along with other tranches with totals such as 1,445, 4,335, 17,846 and 15,011 units.

What are the vesting terms for Brendan Cavanagh’s SBA Communications restricted stock units and performance units?

The filing explains that certain restricted stock units vest over time, such as 1,445 units vesting on each of the first through third anniversaries of the March 6, 2023 grant date, and 3,966 units vesting on each of the first through third anniversaries of the March 6, 2024 grant date. Performance restricted stock units generally have three-year performance periods, with awards that, if earned, vest on dates including March 6, 2026, March 6, 2027, and March 6, 2028, and their share counts can increase or decrease based on specified performance metrics, in some cases up to 200% of target.

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19.83B
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BOCA RATON