AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 6/6 · 18/10/2026
Moat69
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 3/4 · Long fixed contract terms, limited termination rights and historically 98%–99% retention demonstrate meaningful contractual friction. They support a narrow advantage without proving exclusive sites or superior industry economics.
durability · 3/4 · Multi-year tenant commitments and substantial land control beyond 10 and 20 years support persistence. Tenant renewal options and realized cancellations prevent an exceptional durability assessment.
customer dependency · 3/4 · Historical retention directly demonstrates persistent tenant demand and contractual dependence. This does not imply that concentrated carrier customers lack bargaining power.
erosion resilience · 2/4 · Escalators and core leasing contributed positively in 2025, but Sprint cancellations outweighed those gains in total organic billings. DISH and Sprint non-renewals accompanied further first-half 2026 revenue and earnings erosion. Competitive rate pressure remains a disclosed possibility rather than a demonstrated general repricing failure.
Pricing power63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 3/4 · Escalators added $96 million to 2025 site rental billings and $92 million in 2024, demonstrating realized increases within existing contracts. These gains do not establish discretionary renewal pricing power and did not offset all cancellations.
retention · 3/4 · The disclosed historical annual retention range of 98%–99% is direct repeat-demand evidence supported by long-term contracts. Actual Sprint and DISH losses qualify that history; no current retention rate is inferred.
margin resilience · 2/4 · Operating income declined only modestly in 2025 despite lower revenue, aided by expense reductions. First-half 2026 operating income fell from $1,027 million to $935 million while revenue fell from $2,121 million to $2,018 million, showing weaker recent resilience. Neither outcome isolates pricing from cost actions or cancellations.
contractual freedom · 2/4 · Existing contracts provide escalations and limited termination rights, but long fixed terms constrain repricing and tenants control renewal options. Customer concentration and disclosed competition limit demonstrated freedom over new and renewing terms.
Predictability47
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 50.00
- Revenue growth volatility (pp)
- 26.83
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 424.91
Financial strength3
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 0.00
- netDebtEbitGrade
- 0.00
- interestCoverageGrade
- 10.32
- currentRatioGrade
- 0.00
- Debt / FCF (x)
- 8.47
- Net debt / operating income (x)
- 11.68
- Interest coverage (x)
- 2.13
- Current ratio (x)
- 0.26
Capital allocation26
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 2.00
- 3-year average dilution (%)
- 0.15
- 3-year average SBC / revenue (%)
- 43.77
- cashConversionGrade
- 0.00
Management56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · The completed fiber sale produced $8.4 billion of net cash proceeds, followed by actual debt repayments and $1 billion of share repurchases; no ATM shares were sold. These actions coexist with the prior $5 billion goodwill impairment and subsequent disposal losses. Capital allocation is mixed, and buyback value creation is unproven.
incentive alignment · 2/4 · Actual equity grants, performance conditions, ownership guidelines and forfeited 2023 performance RSUs establish some alignment. Most 2025 grants were time-based, guidelines count some unvested awards, and change-in-control terms accelerate target performance awards. Actual ownership compliance is unavailable.
execution · 2/4 · The fiber sale closed, debt repayments occurred, earlier restructuring actions were completed and disclosed 2025 incentive metrics exceeded target. Continuing rental and operating-income declines and repeated leadership transitions temper these achievements. Incentive metrics use company-defined measures and do not prove superior execution.
governance · 3/4 · Disclosed existing structures include annual majority-vote director elections, an independent chair separate from the CEO, proxy access, special-meeting rights and internal audit reporting to the Audit Committee. Takeover impediments remain a counterweight. These support strong formal governance without establishing exceptional oversight outcomes.
Evidence
We generally receive monthly rental payments and, in some cases, upfront payments, from our tenants pursuant to long-term tenant contracts with (1) initial contract terms generally between five to 15 years, (2) multiple renewal periods of generally five years each, exercisable at the option of the tenant, (3) limited termination rights for our tenants and (4) contractual escalations of the rental price.
Business—tenant contract terms · Filed 23/02/2026
Our tenant contracts, while amended and re-negotiated over time, have historically led to a long-term relationship with tenants on our towers, resulting in a retention rate generally between 98% and 99% each year.
Business—historical tenant retention · Filed 23/02/2026
Certain of the Company's tenant contracts contain (1) fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the Consumer Price Index), (2) multiple renewal periods exercisable at the tenant's option and (3) only limited termination rights at the applicable tenant's option through the current term.
Financial statement notes—escalations, renewal options and termination rights · Filed 05/08/2026
•Majority of land under our towers under long-term control ◦For the six months ended June 30, 2026, approximately 90% of our towers Adjusted Site Rental Gross Margin and approximately 80% of our towers Adjusted Site Rental Gross Margin was derived from towers located on land that we own or control for greater than 10 and 20 years, respectively.
MD&A—long-term control of land · Filed 05/08/2026
The aforementioned percentages include towers located on land that is owned, including through fee interests and perpetual easements, which represented approximately 45% of our towers Adjusted Site Rental Gross Margin.
MD&A—owned land and perpetual easements · Filed 05/08/2026
2026 PROXY STATEMENT B - 4 For the Twelve Months Ended (in millions, except per share amounts; totals may not sum due to rounding) December 31, 2025 December 31, 2024 Net income (loss) $ 1.02 $ (8.98) Real estate related depreciation, amortization and accretion 1.49 1.59 Asset write-down charges 0.03 0.03 (Income) loss from discontinued operations, net of tax 1.51 11.64 FFO $ 4.04 $ 4.28 Weighted-average common shares outstanding—diluted 437 434 FFO (from above) $ 4.04 $ 4.28 Adjustments to increase (decrease) FFO: Straight-lined revenue (0.03) (0.37) Straight-lined expense 0.13 0.15 Stock-based compensation expense, net 0.17 0.20 Non-cash portion of tax provision — 0.02 Non-real estate related depreciation, amortization and accretion 0.09 0.11 Amortization of non-cash interest expense 0.04 0.03 Other (income) expense (0.01) 0.06 Restructuring charges — 0.16 Sustaining capital expenditures (0.08) (0.08) AFFO $ 4.36 $ 4.55 Weighted-average common shares outstanding—diluted 437 434 Components of Changes in Site Rental Revenues: For the Twelve Months Ended (in millions, totals may not sum due to rounding) December 31, 2025 December 31, 2024 Components of changes in site rental revenues: Prior year site rental billings $ 3,934 $ 3,763 Core leasing activity 118 110 Escalators 96 92 Non-renewals (27) (31) Other billings 5 (2) Organic Contribution to Site Rental Billings as Adjusted for Impact of Sprint Cancellations 193 170 Non-renewals associated with Sprint Cancellations (204) — Organic Contribution to Site Rental Billings (11) 170 Straight-lined revenues 12 160 Amortization of prepaid rent 98 160 Other revenues 16 15 Total site rental revenues $ 4,049 $ 4,268 Year-over-year changes in revenues: Site rental revenues as a percentage of prior year site rental revenues (5.1) % (1.0) % Organic Contribution to Site Rental Billings as Adjusted for Impact of Sprint Cancellations as a percentage of prior year site rental billings 4.9 % 4.5 % Organic Contribution to Site Rental Billings as a percentage of prior year site rental billings (0.3) % 4.5 % CROWN CASTLE INC.
Appendix B—2025 and 2024 site rental billings bridge and AFFO reconciliation · Filed 06/04/2026
•Majority of our revenues from large wireless carriers ◦For the six months ended June 30, 2026, approximately 93% of our site rental revenues were derived from T-Mobile, AT&T and Verizon Wireless.
MD&A—major tenant concentration · Filed 05/08/2026
(b)Includes $98 million of non-renewals associated with DISH Terminations and $10 million of non-renewals associated with the Sprint Cancellations.
MD&A—DISH and Sprint non-renewals · Filed 05/08/2026
Competition. We face competition for site rental tenants from various sources, including (1) other independent tower owners or operators, including competitors that own, operate, or manage towers, rooftops, broadcast or transmission towers, (2) owners or operators of small cells, including the operators of our small cell assets following the closure of our Strategic Fiber Transaction, (3) tenants who own or operate their own towers or (4) new alternative deployment methods for towers.
Business—competition · Filed 23/02/2026
As a result of competition in our industry, we may find it more difficult to negotiate favorable rates on our new or renewing tenant contracts.
Risk factors—competitive pressure on new and renewing contract rates · Filed 23/02/2026
(In millions of dollars) Six Months Ended June 30, 2026 2025 $ Change % Change Site rental revenues $1,928 $2,019 $(91) (5)% Income (loss) from continuing operations 520 549 (29) (5)% Net income (loss) 245 (173) 418 N/A Adjusted Site Rental Gross Margin(a) 1,448 1,538 (90) (6)% Adjusted Services and Other Gross Margin(a) 47 50 (3) (6)% Adjusted EBITDA(a) 1,350 1,428 (78) (5)% (a)See reconciliations of these non-GAAP financial measures to net income (loss) and definition included in "Item 2.
MD&A—first-half 2026 operating results · Filed 05/08/2026
AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (In millions of dollars, except per share amounts) Years Ended December 31, 2025 2024 2023 Net revenues: Site rental $ 4,049 $ 4,268 $ 4,313 Services and other 215 192 421 Net revenues 4,264 4,460 4,734 Operating expenses: Costs of operations:(a) Site rental 992 983 961 Services and other 113 107 304 Selling, general and administrative 383 435 502 Asset write-down charges 11 11 9 Acquisition and integration costs — — 1 Depreciation, amortization and accretion 690 736 787 Restructuring charges — 70 73 Total operating expenses 2,189 2,342 2,637 Operating income (loss) 2,075 2,118 2,097 Interest expense and amortization of deferred financing costs, net (972) (932) (849) Interest income 13 20 15 Other income (expense) 3 (26) (5) Income (loss) from continuing operations before income taxes 1,119 1,180 1,258 Benefit (provision) for income taxes (16) (18) (21) Income (loss) from continuing operations 1,103 1,162 1,237 Discontinued operations (see note 3): Income (loss) from discontinued operations before gain (loss) from disposal, net of tax 916 (5,065) 265 Gain (loss) from disposal of discontinued operations (1,575) — — Income (loss) from discontinued operations, net of tax (659) (5,065) 265 Net income (loss) $ 444 $ (3,903) $ 1,502 Other comprehensive income (loss): Foreign currency translation adjustments — (1) 1 Total other comprehensive income (loss) — (1) 1 Comprehensive income (loss) $ 444 $ (3,904) $ 1,503 Net income (loss), per common share: Income (loss) from continuing operations, basic $ 2.53 $ 2.68 $ 2.85 Income (loss) from discontinued operations, basic (1.51) (11.66) 0.61 Net income (loss)—basic $ 1.02 $ (8.98) $ 3.46 Income (loss) from continuing operations, diluted $ 2.52 $ 2.68 $ 2.85 Income (loss) from discontinued operations, diluted (1.51) (11.66) 0.61 Net income (loss)—diluted $ 1.01 $ (8.98) $ 3.46 Weighted-average common shares outstanding: Basic 435 434 434 Diluted 437 434 434 (a)Exclusive of depreciation, amortization and accretion shown separately.
Consolidated statement of operations—2023 through 2025 · Filed 23/02/2026
AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) (Amounts in millions, except per share amounts) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Net revenues: Site rental $ 967 $ 1,008 $ 1,928 $ 2,019 Services and other 41 52 90 102 Net revenues 1,008 1,060 2,018 2,121 Operating expenses: Costs of operations:(a) Site rental 249 251 489 491 Services and other 19 27 45 55 Selling, general and administrative 97 99 187 192 Asset write-down charges 2 2 5 4 Depreciation, amortization and accretion 171 175 343 352 Restructuring charges — — 14 — Total operating expenses 538 554 1,083 1,094 Operating income (loss) 470 506 935 1,027 Interest expense and amortization of deferred financing costs, net (208) (243) (450) (479) Gains (losses) on retirement of long-term obligations 24 — 24 — Interest income 18 4 22 7 Other income (expense) (1) 2 (2) 3 Income (loss) from continuing operations before income taxes 303 269 529 558 Benefit (provision) for income taxes (4) (4) (9) (9) Income (loss) from continuing operations 299 265 520 549 Discontinued operations (note 3): Income (loss) from discontinued operations before gain (loss) from disposal, net of tax 75 278 350 360 Gain (loss) from disposal of discontinued operations (280) (252) (625) (1,082) Income (loss) from discontinued operations, net of tax (205) 26 (275) (722) Net income (loss) 94 291 245 (173) Other comprehensive income (loss): Foreign currency translation adjustments — — — — Total other comprehensive income (loss) — — — — Comprehensive income (loss) $ 94 $ 291 $ 245 $ (173) Net income (loss), per common share: Income (loss) from continuing operations, basic $ 0.69 $ 0.61 $ 1.20 $ 1.26 Income (loss) from discontinued operations, basic (0.47) 0.06 (0.63) (1.66) Net income (loss)—basic $ 0.22 $ 0.67 $ 0.57 $ (0.40) Income (loss) from continuing operations, diluted $ 0.69 $ 0.61 $ 1.19 $ 1.26 Income (loss) from discontinued operations, diluted (0.47) 0.06 (0.63) (1.66) Net income (loss)—diluted $ 0.22 $ 0.67 $ 0.56 $ (0.40) Weighted-average common shares outstanding: Basic 433 435 434 435 Diluted 434 437 436 436 (a)Exclusive of depreciation, amortization and accretion, shown separately.
Unaudited consolidated statement of operations—first-half 2026 and 2025 · Filed 05/08/2026
AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) (In millions of dollars) Six Months Ended June 30, 2026 2025 Cash flows from operating activities: Net income (loss) $ 245 $ (173) (Income) loss from discontinued operations before (gain) loss from disposal, net of tax (350) (360) (Gain) loss from disposal of discontinued operations 625 1,082 Income (loss) from continuing operations 520 549 Adjustments to reconcile income (loss) from continuing operations to net cash provided by (used for) operating activities: Depreciation, amortization and accretion 343 352 (Gains) losses on retirement of long-term obligations (24) — Amortization of deferred financing costs and other non-cash interest 14 16 Stock-based compensation expense, net 47 36 Asset write-down charges 5 4 Deferred income tax (benefit) provision 4 1 Other non-cash adjustments, net 1 (4) Net cash provided by (used for) operating activities from discontinued operations 108 581 Changes in assets and liabilities, excluding the effects of acquisitions: Increase (decrease) in accrued interest (25) (6) Increase (decrease) in accounts payable 21 — Increase (decrease) in other liabilities 19 (32) Decrease (increase) in receivables (4) 29 Decrease (increase) in other assets 11 (53) Net cash provided by (used for) operating activities 1,040 1,473 Cash flows from investing activities: Capital expenditures (116) (80) Other investing activities, net — 3 Net cash provided by (used for) investing activities from discontinued operations(a) 8,089 (446) Net cash provided by (used for) investing activities 7,973 (523) Cash flows from financing activities: Principal payments on debt and other long-term obligations (45) (59) Purchases and redemptions of long-term debt (3,191) (700) Borrowings under revolving credit facility 1,350 400 Payments under revolving credit facility (2,295) — Net issuances (repayments) under commercial paper program (1,931) 564 Payments for financing costs (6) — Purchases of common stock (1,017) (23) Dividends/distributions paid on common stock (932) (1,153) Net cash provided by (used for) financing activities (8,067) (971) Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents 946 (21) Effect of exchange rate changes — — Cash and cash equivalents and restricted cash and cash equivalents at beginning of period(b) 308 295 Cash and cash equivalents and restricted cash and cash equivalents at end of period(c) $ 1,254 $ 274 (a)Represents $8.4 billion of net cash proceeds from the sale of the Fiber Business, which was completed on May 1, 2026, partially offset by capital expenditures from discontinued operations.
Unaudited statement of cash flows—fiber sale proceeds, capital spending and financing · Filed 05/08/2026
In accordance with this authorization the Company repaid all then-outstanding amounts owed under the 2016 Credit Facility, as discussed further below, and Commercial Paper Notes, and repaid in full the 3.700% Senior Notes on the contractual maturity date in June 2026.
Debt notes—completed facility, commercial paper and senior note repayments · Filed 05/08/2026
During the three months ended June 30, 2026, the Company completed the $1.0 billion of share repurchases pursuant to the 2026 Stock Repurchase Program using a portion of the proceeds from the Strategic Fiber Transaction.
Equity notes—completed stock repurchase program · Filed 05/08/2026
The increase was primarily driven by the absence of a $106 million asset write-down charge and $5.0 billion goodwill impairment charge, both of which occurred in 2024.
MD&A—2024 fiber asset write-down and goodwill impairment · Filed 23/02/2026
We have not sold any shares of common stock under the 2024 ATM Program.
Liquidity—no shares sold under the ATM program · Filed 05/08/2026
The Ownership Guidelines provide that each of the NEOs should maintain beneficial ownership of a number of shares of Common Stock having a value sufficient to satisfy the applicable stock ownership level specified below: Position Stock Ownership Multiple(a) Chief Executive Officer 6X Base Salary Other Executive Officers 3X Base Salary (a)Represents the dollar value of Common Stock to be held, as determined pursuant to NYSE quotations.
Executive compensation—stock ownership guidelines · Filed 06/04/2026
2026 PROXY STATEMENT 51 by an executive officer, which includes stock held in the Company's 401(k) plan, unvested Time RSUs and performance-based RSUs that remain only subject to time vesting.
Executive compensation—eligible holdings under ownership guidelines · Filed 06/04/2026
CROWN CASTLE INC. 2026 PROXY STATEMENT 34 Lower realizable compensation as compared to target compensation in this illustration is primarily attributable to the impact of the decline in the Company's stock price on outstanding LTIs and forfeiture of the 2023 performance-based RSUs.
Executive compensation—performance RSU forfeiture and illustrative realizable compensation · Filed 06/04/2026
Annual Incentive Performance Metrics, Weighting, Payout Range and Achievement 70% Weighting 30% Weighting Performance Level Adjusted EBITDA(a) ($ in millions) Percent Payout Performance Level Organic Revenue Growth(a) ($ in millions) Percent Payout Maximum $4,207 175% Maximum $266 175% Target $3,968 100% Target $251 100% Threshold $3,809 50% Threshold $241 50% Below Threshold <$3,809 0% Below Threshold <$241 0% Actual $4,004 124% Actual $285 175% (a) See Appendix B for definition and reconciliation of this non-GAAP financial measure.
Executive compensation—2025 incentive targets and actual achievement · Filed 06/04/2026
Of the approximately 1.6 million RSUs granted during the year ended December 31, 2025, (1) approximately 1.2 million RSUs were granted to the Company's executive and certain other employees and generally were subject to time-based vesting conditions, vesting over a three-year period and (2) approximately 0.4 million RSUs were granted to the Company's executives and certain other employees and may vest on the third anniversary of the grant date based upon certain performance and market based conditions as specified in the award agreements.
Stock-based compensation notes—actual 2025 RSU grants and vesting conditions · Filed 23/02/2026
In connection with a Qualifying Termination Upon Change in Control occurring on December 31, 2025, the NEOs would have been entitled to the following benefits: •a lump sum severance payment equal to the sum of the NEO's base salary and Annual Bonus multiplied by two; •a prorated cash amount equal to the NEO's Annual Bonus for the year in which termination occurs when and if annual incentives for the year of termination are paid to other executive officers; •to the extent the annual incentive for the year prior to the year in which termination occurs has not been paid, a cash amount equal to the NEO's prior year actual annual incentive when and if any annual incentives for the year prior to the date of termination are paid to our other executive officers; •continued coverage under specified health and welfare benefit programs for two years; •continued participation in the 401(k) Plan for the calendar year in which termination occurs, including eligible contributions based upon participation or matching (with payment of the after-tax economic equivalent if and to the extent such is not permitted under the 401(k) Plan or by applicable law); and •immediate vesting of any outstanding RSUs, provided that such immediate vesting only applies to Performance Awards with respect to the target level of performance, and the NEO has the opportunity, subject to and contingent upon actual performance, to continue vesting as to any Performance Awards in excess of such target level of performance following the date of termination.
Executive compensation—change-in-control severance and acceleration terms · Filed 06/04/2026
As of June 30, 2026, all actions associated with the 2023 and 2024 Restructuring Plans were completed.
Restructuring notes—completion of 2023 and 2024 actions · Filed 05/08/2026
CROWN CASTLE INC. 2026 PROXY STATEMENT 33 Executive Leadership Changes and Transitions Since 2023, the Company has experienced a number of executive leadership transitions, including three CEO transitions, two Interim CEO appointments, a CFO transition and other key leadership changes.
Executive compensation—leadership transitions since 2023 · Filed 06/04/2026
Our corporate governance highlights include: ü Annual election of directors by majority vote ü Stock ownership and retention guidelines ü No supermajority vote requirements ü Annual CEO, Board and committee evaluations ü Range of director nominee tenures, with an average tenure of 5.7 years ü One-share, one-vote standard ü Separate CEO and independent Board Chair ü Mandatory retirement age (72 years of age) ü Regular Board executive sessions ü Proxy access ü Stockholder ability to call special meetings ü No "poison pill" 2025 Sustainability Highlights We are dedicated to operating responsibly and ethically as we strive to meet the growing need for data and connectivity through our shared wireless infrastructure model, which is inherently sustainable.
Proxy summary—existing corporate governance features · Filed 06/04/2026
Our Vice President—Audit and Security reports to the Audit Committee and provides periodic updates (generally quarterly) to the Audit Committee with respect to the Internal Audit department's activities, including with respect to risk management matters and the audit agenda.
Risk oversight—internal audit reporting to the Audit Committee · Filed 06/04/2026
Such provisions, as well as the provisions of Section 203 of the Delaware General Corporation Law, may impede a merger, consolidation, takeover, or other business combination or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us.
Risk factors—takeover impediments · Filed 23/02/2026
