AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-3: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 6/6 · 31/10/2026
Moat63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 3/4 · Site-specific contracts, five-to-fifteen-year initial terms and $11.55 billion of committed minimum tower rentals establish meaningful incumbent protection in leasing. Frequent renewals reinforce customer attachment. The evidence supports a contractual switching-friction advantage, while superiority over named rivals and physical relocation costs remain unquantified.
durability · 2/4 · Long initial commitments and frequent renewal support persistence, but extensions belong to tenants and are not treated as reasonably certain in lease accounting. Actual non-renewals and disclosed EchoStar nonpayment show that contractual duration does not guarantee continued revenue or collection.
customer dependency · 3/4 · Non-cancelable site rentals and frequent renewals demonstrate substantial ongoing customer attachment, rather than merely prospective demand. Dependency is asymmetric: T-Mobile, AT&T Wireless and Verizon Wireless represented 36.8%, 30.6% and 20.4% of 2025 domestic site leasing revenue, respectively, giving concentrated customers bargaining power.
erosion resilience · 2/4 · First-half leasing revenue and consolidated operating income increased, but domestic leasing revenue fell in both quarters because non-renewals outweighed organic growth. International growth included substantial acquired-tower contributions. These mixed outcomes demonstrate some resilience without establishing that the existing portfolio consistently offsets erosion.
Pricing power50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 2/4 · Both 2026 quarterly explanations identify contractual escalators as contributors to organic leasing growth, supporting some realized pricing protection. Competitive pressure has also affected master agreement terms. Escalators are combined with new leases and amendments, so their isolated rate and discretionary pricing power cannot be established.
retention · 2/4 · Reported frequent exercise of renewal options directly supports repeat demand. Sprint, EchoStar and other non-renewals nevertheless caused domestic revenue declines in both quarters. Retention is therefore mixed; no renewal percentage is inferred, and future tenant options are not counted as committed extensions.
margin resilience · 2/4 · Annual escalators and possible international pass-through charges provide contractual protection, and consolidated operating income rose. However, first-half leasing costs increased faster than leasing revenue, while second-quarter domestic segment profit declined. Portfolio additions and geographic mix limit attribution of consolidated profitability to pricing power.
contractual freedom · 2/4 · Site agreements specify pricing, annual escalators provide defined increases, and some international leases permit expense pass-throughs. Long commitments limit repricing opportunities, renewal options belong to tenants, and competitive master agreements can affect discounts, terms and equipment rights. Contractual protection therefore exceeds demonstrated unilateral pricing freedom.
Predictability84
Financial-sector stability over 5 consecutive reported annual periods: equal weights for nondeclining revenue frequency, revenue-growth volatility (5–40pp), positive consolidated earnings frequency, and net-income/revenue margin volatility (3–20pp). Uses reported accounting scope; not industrial FCF or a growth forecast.
- Nondeclining revenue years (%)
- 75.00
- Revenue growth volatility (pp)
- 5.57
- positiveEarningsShare
- 100.00
- netMarginStdDev
- 9.41
- observedAnnualPeriods
- 5.00
Financial strength50
Qualitative real_estate assessment: equal-weight average of four current evidence-backed grades (0–4), scaled to 100. Policy real-estate-1; not an industrial ratio score or credit rating.
capital adequacy · 2/4 · June principal debt was $12.78 billion, including $9.78 billion secured; issuer-defined net leverage was 6.4 times annualized Adjusted EBITDA and deducted restricted cash. SBA Senior Finance II complied with its credit covenants. Subsequent unsecured financing supports access, but covenant headroom and post-financing collateral coverage are absent.
liquidity funding · 2/4 · June cash and equivalents of $327.1 million faced $3.58 billion of current debt maturities. First-half operating cash flow was $662.3 million before acquisitions, capital spending and distributions. Subsequent note issuance and the new $2.5 billion facility support funding access, but unused availability and a complete refinancing bridge are absent; restricted cash is excluded.
asset liability risk · 2/4 · Committed tower rentals support cash-flow visibility, but carrier concentration, actual nonpayment, current debt maturities and conditional escrow releases create exposure. Higher debt and rates increased financing costs. The replacement facility extends maturity but remains SOFR-linked; complete post-financing rate exposure and lease-to-funding maturity matching are unavailable.
earnings resilience · 2/4 · Tower leasing generated 97.9% of 2025 segment operating profit. First-half 2026 leasing revenue and operating income rose, but consolidated net income fell to $381.4 million from $443.6 million and operating cash flow slipped. Domestic non-renewals and acquisition-driven international growth make demonstrated resilience mixed.
Capital allocation50
Qualitative real_estate assessment: equal-weight average of four current evidence-backed grades (0–4), scaled to 100. Policy real-estate-1; not an industrial ratio score or credit rating.
capital efficiency · 2/4 · First-half diluted GAAP earnings per share declined to $3.61 from $4.14 despite fewer weighted-average shares. The issuer's reconciled, historically measured investment-return metric declined from 10.8% in 2023 to 9.9% in 2025. These establish mixed realized outcomes, without manufacturing property yields or industrial ROIC.
distributions and buffers · 2/4 · First-half GAAP operating cash flow of $662.3 million exceeded $267.8 million of dividends, $2.2 million of repurchases and $110.8 million of capital expenditures, including $25.7 million of tower maintenance. Acquisitions and substantial debt repayments also required funding. This demonstrates a period-specific operating buffer, not comprehensive future payout or refinancing coverage.
dilution and cost · 2/4 · First-half weighted-average diluted shares declined year over year, but outstanding shares increased from 105.666 million to 106.088 million as awards continued and repurchases slowed. Interest expense rose to $256.3 million from $223.8 million. New facility pricing establishes borrowing terms without demonstrating lower total financing cost.
investment discipline · 2/4 · Completed disposals, land-right purchases, tower acquisitions and construction demonstrate actual portfolio decisions. Acquired and built towers contributed international revenue, but acquisition-specific realized yields and value creation are unestablished. Declining issuer-defined investment returns temper the assessment; announced return criteria and prospective benefits receive no credit as realized results.
Management56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · First-half operating cash flow of $662.3 million accompanied $172.3 million of acquisitions, $110.8 million of capital expenditures and $267.8 million of dividends. Repurchases fell sharply and debt repayments occurred. Declining per-share earnings, higher interest costs and lower issuer-defined investment returns temper evidence of disciplined allocation.
incentive alignment · 3/4 · Actual grants, vesting and performance adjustments demonstrate an operating incentive program. Three-year awards use AFFO per share, relative TSR and ROIC; ownership guidelines add retention requirements. Actual executive holdings, guideline compliance and target rigor remain unestablished, and qualifying ownership includes some unvested awards.
execution · 2/4 · Completed disposals, tower and land-right acquisitions, construction spending and subsequent financing demonstrate delivery. Operating execution is mixed: first-half leasing revenue and operating income rose, while domestic leasing revenue, GAAP earnings per share and operating cash flow weakened. This assessment uses transaction and operating evidence rather than management adjectives.
governance · 2/4 · Directors other than the CEO and former CEO are independent, and independent directors hold executive sessions. These establish oversight arrangements. The three-class board and actual election of Class III directors through 2029 limit annual accountability. The passages do not demonstrate exceptional oversight effectiveness.
Evidence
Our primary business line is our site leasing business, which contributed 97.9% of our total segment operating profit for the year ended December 31, 2025.
2025 Form 10-K, filed 2026-02-27, Business: site leasing share of total segment operating profit · Filed 27/02/2026
During the year ended December 31, 2025, we sold all of our towers and ended our operations in both the Philippines and Colombia and sold substantially all of our operations in Canada.
2025 Form 10-K, filed 2026-02-27, Business: completed geographic disposals · Filed 27/02/2026
(2,092,150)
Present value of future payments
6,970
2,411,892
Less: current obligations
(2,489)
(297,115)
Long-term obligations
$
4,481
$
2,114,777
Tenant Leases
The annual minimum tower lease income to be received for tower space rental under non-cancelable operating leases, including fixed rate escalations, as of December 31, 2025 is as follows:
(in thousands)
2026
$
2,221,703
2027
2,025,952
2028
1,801,133
2029
1,472,341
2030
1,035,148
Thereafter
2,993,522
Total
$
11,549,799
Litigation
The Company is involved in various claims, lawsuits, and proceedings arising in the ordinary course of business.
2025 Form 10-K, filed 2026-02-27, Tenant Leases: non-cancelable minimum rental income at December 31, 2025, in thousands · Filed 27/02/2026
Despite high frequency of renewal of options to extend the lease by its tenants, the Company has concluded that the exercise of a renewal option by a tenant is generally not a reasonably certain occurrence; therefore, only the current committed term is included in the determination of the lease term.
2025 Form 10-K, filed 2026-02-27, lease accounting: renewal history and committed-term limitation · Filed 27/02/2026
Competition Domestic Site Leasing – In the U.S., our primary competitors for our site leasing activities are (1) large independent tower companies including American Tower Corporation and Crown Castle International; (2) a number of regional independent tower owners; (3) wireless service providers that own and operate their own towers and lease, or may in the future decide to lease, antenna space to other providers; (4) owners and operators of alternative facilities such as rooftops, outdoor and indoor distributed antenna system (“DAS”) networks, billboards, utility poles, and electric transmission towers; and (5) owners and operators of alternative wireless technology systems and architectures.
2025 Form 10-K, filed 2026-02-27, Competition: domestic site leasing competitors and alternatives · Filed 27/02/2026
However, competitive pricing pressure for tenants on towers from our competitors have and may in the future result in us entering into MLAs that may impact certain terms of existing or future individual site lease agreements.
2025 Form 10-K, filed 2026-02-27, Competition: realized and potential competitive pressure on master lease agreements · Filed 27/02/2026
Terms that may be impacted include pricing discounts, term concessions, and equipment rights.
2025 Form 10-K, filed 2026-02-27, Competition: pricing discounts, term concessions and equipment rights · Filed 27/02/2026
Client percentages of total revenue in each of the segments are as follows: For the year ended December 31, Percentage of Domestic Site Leasing Revenue 2025 2024 2023 T-Mobile 36.8% 38.1% 40.2% AT&T Wireless 30.6% 29.6% 28.6% Verizon Wireless 20.4% 20.1% 19.7% For the year ended December 31, Percentage of International Site Leasing Revenue 2025 2024 2023 Telefonica 19.7% 21.3% 22.5% Claro 18.9% 19.2% 20.2% TIM 13.4% 15.9% 15.7% Tigo (1) 11.3% 5.8% 5.6% (1)The increase in site leasing revenue derived from Tigo was due to the sites purchased from Millicom during the year ended December 31, 2025.
2025 Form 10-K, filed 2026-02-27, customer concentration: domestic and international site leasing revenue denominators · Filed 27/02/2026
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited) (in thousands)
For the six months ended June 30,
2026
2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$
381,376
$
443,598
Adjustments to reconcile net income to net cash provided by operating activities:
June 2026 Form 10-Q, filed 2026-08-06, consolidated cash flows: six-month dates, units and net income · Filed 06/08/2026
billings on uncompleted contracts, net
(319)
(20,726)
Prepaid expenses and other assets
(786)
(3,566)
Operating lease right-of-use assets, net
75,261
63,453
Accounts payable and accrued expenses
491
(6,378)
Accrued interest
2,093
13,504
Long-term lease liabilities
(70,709)
(64,822)
Other liabilities
(16,743)
(21,873)
Net cash provided by operating activities
662,263
669,273
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions
(172,284)
(652,610)
Capital expenditures
(110,816)
(102,038)
Purchase of investments
(1,252,128)
(434,307)
Proceeds from sale of investments
1,226,598
685,840
Repayment of loan from unconsolidated joint venture
—
115,000
Proceeds from sale of assets
5,048
40,469
Other investing activities
(6,910)
4,950
Net cash used in investing activities
(310,492)
(342,696)
CASH FLOWS FROM FINANCING ACTIVITIES:
June 2026 Form 10-Q, filed 2026-08-06, consolidated cash flows: operating cash generation and investing activities · Filed 06/08/2026
Borrowings under Revolving Credit Facility
1,025,000
80,000
Repayments under Revolving Credit Facility
(445,000)
—
Repayment of Term Loans
(11,500)
(5,750)
Repayment of Tower Securities
(750,000)
(1,165,000)
Repurchase and retirement of common stock
(2,245)
(130,696)
Payment of dividends on common stock
(267,846)
(241,640)
Proceeds from employee stock purchase/stock option plans
37,031
48,884
Payments related to taxes on stock options and restricted stock units
(20,127)
(24,695)
Other financing activities
(1,657)
(1,516)
Net cash used in financing activities
(436,344)
(1,440,413)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
8,311
13,702
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
(76,262)
(1,100,134)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH:
Beginning of period
437,021
1,400,657
End of period
$
360,759
$
300,523
June 2026 Form 10-Q, filed 2026-08-06, consolidated cash flows: borrowing, debt repayments, distributions and equity-plan proceeds · Filed 06/08/2026
June 30,
December 31,
2026
2025
ASSETS
(unaudited)
Current assets:
Cash and cash equivalents
$
327,051
$
264,568
Restricted cash
29,007
167,804
Accounts receivable, net
175,976
171,256
Costs and estimated earnings in excess of billings on uncompleted contracts
24,577
28,152
Prepaid expenses and other current assets
188,161
141,651
Total current assets
744,772
773,431
Property and equipment, net
3,452,615
3,401,799
Intangible assets, net
2,867,780
2,882,117
Operating lease right-of-use assets, net
2,695,380
2,540,229
Acquired and other right-of-use assets, net
1,328,891
1,325,443
Other assets
652,882
651,993
Total assets
$
11,742,320
$
11,575,012
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS,
AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable
$
70,062
$
73,034
Accrued expenses
89,003
93,502
Current maturities of long-term debt
3,578,556
1,935,802
Deferred revenue
156,812
117,309
Accrued interest
66,342
65,036
Current lease liabilities
306,792
299,604
Other current liabilities
69,078
94,014
Total current liabilities
4,336,645
2,678,301
Long-term liabilities:
Long-term debt, net
9,150,666
10,964,466
Long-term lease liabilities
2,173,052
2,119,258
Other long-term liabilities
626,609
588,244
Total long-term liabilities
11,950,327
13,671,968
Redeemable noncontrolling interests
85,202
78,262
Shareholders' deficit:
Preferred stock - par value $0.01, 30,000 shares authorized, no shares issued or outstanding
—
—
Common stock - Class A, par value $0.01, 400,000 shares authorized, 106,088 shares and
June 2026 Form 10-Q, filed 2026-08-06, consolidated balance sheets: June 30, 2026 and December 31, 2025 balances · Filed 06/08/2026
105,666 shares issued and outstanding at June 30, 2026 and December 31, 2025,
respectively
1,061
1,057
Additional paid-in capital
3,112,691
3,059,427
Accumulated deficit
(7,135,584)
(7,249,905)
Accumulated other comprehensive loss, net
(608,022)
(664,098)
Total shareholders' deficit
(4,629,854)
(4,853,519)
Total liabilities, redeemable noncontrolling interests, and shareholders' deficit
$
11,742,320
$
11,575,012
June 2026 Form 10-Q, filed 2026-08-06, consolidated balance sheets: continuation of outstanding-share comparison · Filed 06/08/2026
CONSOLIDATED BALANCE SHEETS (in thousands, except par values)
June 30,
December 31,
2026
2025
ASSETS
(unaudited)
Current assets:
Cash and cash equivalents
$
327,051
$
264,568
Restricted cash
29,007
167,804
Accounts receivable, net
175,976
171,256
Costs and estimated earnings in excess of billings on uncompleted contracts
24,577
28,152
Prepaid expenses and other current assets
188,161
141,651
Total current assets
744,772
773,431
Property and equipment, net
3,452,615
3,401,799
Intangible assets, net
2,867,780
2,882,117
Operating lease right-of-use assets, net
2,695,380
2,540,229
Acquired and other right-of-use assets, net
June 2026 Form 10-Q, filed 2026-08-06, consolidated balance sheets: unit convention, in thousands except par values · Filed 06/08/2026
Revenues and Segment Operating Profit:
For the three months ended
Constant
June 30,
Foreign
Constant
Currency
2026
2025
Currency Impact
Currency Change
% Change
Revenues
(in thousands)
Domestic site leasing
$
452,448
$
469,807
$
—
$
(17,359)
(3.7%)
International site leasing
211,437
161,981
13,148
36,308
22.4%
Site development
51,389
67,193
—
(15,804)
(23.5%)
Total
$
715,274
$
698,981
$
13,148
$
3,145
0.4%
Cost of Revenues
Domestic site leasing
$
71,427
$
69,421
$
—
$
2,006
2.9%
International site leasing
62,649
49,150
4,241
9,258
18.8%
Site development
41,926
53,525
—
(11,599)
(21.7%)
Total
$
176,002
$
172,096
$
4,241
$
(335)
(0.2%)
Operating Profit
Domestic site leasing
$
381,021
$
400,386
$
—
$
(19,365)
(4.8%)
International site leasing
148,788
112,831
8,907
27,050
24.0%
Site development
9,463
13,668
—
(4,205)
(30.8%)
Revenues
Domestic site leasing revenues decreased $17.4 million for the three months ended June 30, 2026, as compared to the prior year, primarily due to Sprint, EchoStar, and other lease non-renewals, partially offset by (1) organic site leasing growth from contractual rent escalators, new leases, and amendments and (2) revenues from 27 towers acquired and 39 towers built since April 1, 2025.
June 2026 Form 10-Q, filed 2026-08-06, second-quarter segment results and domestic leasing revenue explanation · Filed 06/08/2026
These changes were primarily due to (1) revenues from 6,791 towers acquired (including 6,789 towers related to the Millicom transaction) and 559 towers built since April 1, 2025, (2) organic site leasing growth from contractual escalators, new leases, and amendments and (3) increases in non-cash straight line revenue and reimbursable pass-through expenses, partially offset by lease non-renewals and tower divestitures.
June 2026 Form 10-Q, filed 2026-08-06, second-quarter international leasing growth drivers · Filed 06/08/2026
Pursuant to the terms of the Tower Securities (see Note 10), the Company is required to establish a securitization escrow account, held by the indenture trustee, into which all rents and other sums due on the towers that secure the Tower Securities are directly deposited by the lessees.
June 2026 Form 10-Q, filed 2026-08-06, restricted cash: securitization escrow requirements · Filed 06/08/2026
The restricted cash in the securitization escrow account in excess of required reserve balances is subsequently released to the Borrowers (as defined in Note 10) monthly, provided that the Borrowers are in compliance with their debt service coverage ratio and that no event of default has occurred.
June 2026 Form 10-Q, filed 2026-08-06, restricted cash: conditional release of excess reserves · Filed 06/08/2026
Concurrently with the issuance of the 2026 Senior Notes, the Company terminated its existing Senior Credit Agreement and entered into a new Senior Credit Agreement providing for an expanded $2.5 billion senior unsecured revolving credit facility (“2026 Revolving Credit Facility”) and requiring compliance with specific financial ratios.
June 2026 Form 10-Q, filed 2026-08-06, subsequent financing: new $2.5 billion unsecured revolving facility · Filed 06/08/2026
The 2026 Revolving Credit Facility has a maturity date of July 23, 2031.
June 2026 Form 10-Q, filed 2026-08-06, subsequent financing: July 23, 2031 facility maturity · Filed 06/08/2026
Based on the Company’s current credit ratings, borrowings under the 2026 Revolving Credit Facility accrue interest at Term SOFR plus 100.0 basis points and the Company is required to pay a commitment fee of 0.11% per annum on the amount of unused commitments.
June 2026 Form 10-Q, filed 2026-08-06, subsequent financing: current SOFR spread and unused commitment fee · Filed 06/08/2026
Senior Credit Agreement
As of June 30, 2026, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.
June 2026 Form 10-Q, filed 2026-08-06, Senior Credit Agreement: SBA Senior Finance II covenant compliance · Filed 06/08/2026
1 Table of Contents SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in thousands, except per share amounts) For the three months For the six months ended June 30, ended June 30, 2026 2025 2026 2025 Revenues: Site leasing $ 663,885 $ 631,788 $ 1,320,034 $ 1,247,997 Site development 51,389 67,193 98,678 115,232 Total revenues 715,274 698,981 1,418,712 1,363,229 Operating expenses: Cost of revenues (exclusive of depreciation, accretion, and amortization shown below): Cost of site leasing 134,076 118,571 265,987 234,049 Cost of site development 41,926 53,525 81,350 91,714 Selling, general, and administrative expenses (1) 77,548 71,022 148,096 137,241 Acquisition and new business initiatives related adjustments and expenses 5,926 5,887 14,016 13,266 Asset impairment and decommission costs 22,566 45,231 51,867 82,257 Depreciation, accretion, and amortization 81,371 69,964 162,686 135,012 Total operating expenses 363,413 364,200 724,002 693,539 Operating income 351,861 334,781 694,710 669,690 Other income (expense): Interest income 5,631 8,155 10,838 18,935 Interest expense (127,754) (119,658) (256,282) (223,805) Non-cash interest expense (2,486) (1,233) (3,259) (9,581) Amortization of deferred financing fees (5,269) (5,415) (10,528) (10,849) Other income, net 10,482 44,123 33,004 76,286 Total other expense, net (119,396) (74,028) (226,227) (149,014) Income before income taxes 232,465 260,753 468,483 520,676 Provision for income taxes (35,995) (35,059) (87,107) (77,078) Net income 196,470 225,694 381,376 443,598 Net loss attributable to noncontrolling interests 2,307 100 2,235 2,927 Net income attributable to SBA Communications Corporation $ 198,777 $ 225,794 $ 383,611 $ 446,525 Net income per common share attributable to SBA Communications Corporation: Basic $ 1.87 $ 2.10 $ 3.62 $ 4.15 Diluted $ 1.87 $ 2.09 $ 3.61 $ 4.14 Weighted-average number of common shares Basic 106,073 107,531 105,945 107,637 Diluted 106,264 107,797 106,188 107,968 (1)Includes non-cash compensation of $26,051 and $20,839 for the three months ended June 30, 2026 and 2025, respectively, and $44,337 and $35,914 for the six months ended June 30, 2026 and 2025, respectively.
June 2026 Form 10-Q, filed 2026-08-06, consolidated statements of operations: quarterly and half-year GAAP results, units and share denominators · Filed 06/08/2026
Investing Activities A detail of our investing activities is as follows: For the six months ended June 30, 2026 2025 (in thousands) Acquisitions of towers and related assets (1) $ (141,921) $ (634,097) Land buyouts and other assets (2) (30,363) (18,513) Construction and related costs (61,607) (47,151) Augmentation and tower upgrades (20,642) (26,808) Tower maintenance (25,702) (25,218) General corporate (2,865) (2,861) Purchase of investments (1,252,128) (434,307) Proceeds from sale of investments 1,226,598 685,840 Repayment of loan from unconsolidated joint venture — 115,000 Proceeds from sale of assets 5,048 40,469 Other investing activities (6,910) 4,950 Net cash used in investing activities $ (310,492) $ (342,696) 35 Table of Contents (1)During the six months ended June 30, 2026, we acquired 16 towers and related assets and liabilities, as well as the rights to land underneath approximately 3,900 communication sites in Guatemala.
June 2026 Form 10-Q, filed 2026-08-06, Investing Activities: spending breakdown, maintenance and acquired assets · Filed 06/08/2026
Subsequent to June 30, 2026, the Company declared the following cash dividends: Payable to Shareholders Cash to of Record at the Close be Paid Date Declared of Business on Per Share Date to be Paid August 2, 2026 August 20, 2026 $1.25 September 17, 2026 12.STOCK-BASED COMPENSATION Restricted Stock Units and Performance-Based Restricted Stock Units The following table summarizes the Company’s RSU and PSU activity for the six months ended June 30, 2026: RSUs PSUs (1) Weighted-Average Weighted-Average Number of Grant Date Fair Number of Grant Date Fair Shares Value per Share Shares Value per Share (in thousands) (in thousands) Outstanding at December 31, 2025 480 $ 221.37 206 $ 245.29 Granted 320 $ 196.13 76 $ 209.37 PSU adjustment (2) — $ — 5 $ 262.67 Vested (216) $ 225.47 (93) $ 256.19 Forfeited/canceled (22) $ 207.72 — $ — Outstanding at June 30, 2026 562 $ 205.92 194 $ 222.65 (1)PSUs represent the target number of shares granted that are issuable at the end of the three year performance period.
June 2026 Form 10-Q, filed 2026-08-06, stock-based compensation: actual six-month grants, adjustments and vesting · Filed 06/08/2026
(2)PSU adjustment represents the net PSUs awarded above or below their target grants resulting from the achievement of performance targets established at the grant date.
June 2026 Form 10-Q, filed 2026-08-06, stock-based compensation: explanation of performance-based award adjustments · Filed 06/08/2026
This change was primarily due to a higher average principal amount of our cash-interest bearing debt accruing interest at a higher weighted-average interest rate as compared to the prior year.
June 2026 Form 10-Q, filed 2026-08-06, financing expense explanation: higher average debt and weighted-average interest rate · Filed 06/08/2026
Consistent with the structure of the equity award in 2024, in 2025 the Compensation Committee decided that 60% of the equity award for our CEO would be granted in the form of three-year Performance RSUs and 40% in the form of Time RSUs, which vest over three years, and that for our other NEOs, 50% of the equity award would be in the form of three-year Performance RSUs and 50% in the form of Time RSUs, which vest over three years.
2026 proxy statement, filed 2026-04-09, executive compensation: actual 2025 equity award structure · Filed 09/04/2026
As of December 31, 2025, the minimum ownership levels are as follows:
Position
Multiple of Base Salary or Annual Retainer
CEO
6x Base Salary
Executive Vice Presidents
3x Base Salary
Other Officers
1x
Base
Salary
Director
5x Annual Retainer
The Guidelines provide that (1) outstanding shares directly owned (including 50% of any unvested Time RSUs), (2) outstanding shares indirectly owned (but only to the extent that the officer or director has an economic interest in, or a voting right over, such shares) and (3) shares held in savings, retirement or deferred compensation plans may be included in determining whether an officer or a director has met the minimum ownership requirement.
2026 proxy statement, filed 2026-04-09, ownership guidelines: required multiples and qualifying interests · Filed 09/04/2026
Until an officer or director has met his or her minimum required ownership, he or she must retain 100% of all shares, net of taxes, received from the settlement of restricted stock unit awards granted under our incentive plans.
2026 proxy statement, filed 2026-04-09, ownership guidelines: retention requirement before minimum ownership · Filed 09/04/2026
Newly appointed, promoted, or hired officers or directors have five years from the date they are appointed, promoted, or hired to meet the applicable minimum ownership requirements.
2026 proxy statement, filed 2026-04-09, ownership guidelines: five-year compliance period for new appointments · Filed 09/04/2026
(1)
Performance RSUs are awarded at target, but can be forfeited, earned partially or earned at up to 200% based on the AFFO and ROIC generated and the performance of our relative TSR, in each case over the three-year period.
2026 proxy statement, filed 2026-04-09, Performance RSUs: three-year outcomes and zero-to-200% earning range · Filed 09/04/2026
> 60% based on AFFO per Share
> 20% based on Relative TSR; and
> 20% based on Return on Invested Capital.
2026 proxy statement, filed 2026-04-09, Performance RSUs: AFFO per share, relative TSR and ROIC weights · Filed 09/04/2026
> All directors, other than our CEO and former-CEO, are independent.
2026 proxy statement, filed 2026-04-09, governance: director independence · Filed 09/04/2026
> Independent directors regularly meet in executive session with the Lead Independent Director presiding.
2026 proxy statement, filed 2026-04-09, governance: independent director executive sessions · Filed 09/04/2026
Our Board is divided into three classes.
2026 proxy statement, filed 2026-04-09, governance: three-class board · Filed 09/04/2026
For the quarter ended December 31, 2021 2022 2023 2024 2025 (in thousands) Annualized Adjusted EBITDA $ 1,636,212 $ 1,842,880 $ 1,922,644 $ 1,957,000 $ 1,944,104 Less: TCF from in-Period Acquisitions – – – – (19,703 ) Less: Annualized cash taxes (21,872 ) (36,944 ) (28,392 ) (29,304 ) (48,681 ) Numerator $ 1,614,340 $ 1,805,936 $ 1,894,252 $ 1,927,696 $ 1,875,720 Historical Gross Property and Equipment(1) 6,997,330 7,435,070 7,744,579 8,056,193 8,749,940 Historical Gross Intangibles(2) 8,854,284 9,816,033 9,835,442 10,054,503 10,497,015 Less: Gross PPE and Intangibles from in-Period Acquisitions(1)(3) – – – – (316,754 ) Denominator $ 15,851,614 $ 17,251,103 $ 17,580,021 $ 18,110,696 $ 18,930,201 Return on Invested Capital 10.2% 10.5% 10.8% 10.6% 9.9% (1) Calculated using historical foreign currency exchange rates in effect at date of investment and excludes impact of Disposals and Impairments.
2026 proxy statement, filed 2026-04-09, Appendix: issuer-defined ROIC reconciliation and historical investment denominator · Filed 09/04/2026
Revenues and Segment Operating Profit:
For the three months ended
Constant
March 31,
Foreign
Constant
Currency
2026
2025
Currency Impact
Currency Change
% Change
Revenues
(in thousands)
Domestic site leasing
$
450,301
$
460,994
$
—
$
(10,693)
(2.3%)
International site leasing
205,848
155,215
12,202
38,431
24.8%
Site development
47,289
48,039
—
(750)
(1.6%)
Total
$
703,438
$
664,248
$
12,202
$
26,988
4.1%
Cost of Revenues
Domestic site leasing
$
70,621
$
68,272
$
—
$
2,349
3.4%
International site leasing
61,291
47,206
3,988
10,097
21.4%
Site development
39,424
38,188
—
1,236
3.2%
Total
$
171,336
$
153,666
$
3,988
$
13,682
8.9%
Operating Profit
Domestic site leasing
$
379,680
$
392,722
$
—
$
(13,042)
(3.3%)
International site leasing
144,557
108,009
8,214
28,334
26.2%
Site development
7,865
9,851
—
(1,986)
(20.2%)
Revenues
Domestic site leasing revenues decreased $10.7 million for the three months ended March 31, 2026, as compared to the prior year, primarily due to Sprint, EchoStar, and other lease non-renewals, partially offset by (1) organic site leasing growth from new leases, amendments, and contractual rent escalators and (2) revenues from 23 towers acquired and 31 towers built since January 1, 2025.
March 2026 Form 10-Q, filed 2026-05-05, first-quarter segment results and domestic leasing revenue explanation · Filed 05/05/2026
Wireless service providers enter into (1) individual tenant site leases with us, each of which relates to the lease or use of space at an individual site or (2) master lease agreements (“MLA”) with us, which provide for the material terms and conditions that will apply to multiple sites; although, in most cases, each individual site under a MLA is also governed by its own site leasing agreement which sets forth pricing and other site specific terms.
March 2026 Form 10-Q, filed 2026-05-05, Business: individual site leases and master agreement terms · Filed 05/05/2026
Our tenant leases are generally for an initial term of five years to fifteen years with multiple renewal periods at the option of the tenant.
March 2026 Form 10-Q, filed 2026-05-05, Business: initial tenant lease terms and tenant renewal options · Filed 05/05/2026
Our tenant leases typically either (1) contain specific annual rent escalators, (2) escalate annually in accordance with an inflationary index, or (3) escalate using a combination of fixed and inflation adjusted escalators.
March 2026 Form 10-Q, filed 2026-05-05, Business: fixed and inflation-linked annual rent escalators · Filed 05/05/2026
In addition, our international site leases may include pass-through charges, such as rent related to ground leases and other property interests, utilities, property taxes, and fuel.
March 2026 Form 10-Q, filed 2026-05-05, Business: possible international lease pass-through charges · Filed 05/05/2026
The Net Debt and Leverage calculations are as
follows:
June 30,
2026
(in thousands)
2020-2C Tower Securities
$
600,000
2021-1C Tower Securities
1,165,000
2021-2C Tower Securities
895,000
2021-3C Tower Securities
895,000
2022-1C Tower Securities
850,000
2024-1C Tower Securities
1,450,000
2024-2C Tower Securities
620,000
Revolving Credit Facility
1,055,000
2024 Term Loan
2,248,250
Total secured debt
9,778,250
2020 Senior Notes
1,500,000
2021 Senior Notes
1,500,000
Total unsecured debt
3,000,000
Total debt
$
12,778,250
Leverage Ratio
Total debt
$
12,778,250
Less: Cash and cash equivalents, short-term restricted cash and short-term investments
(384,944
)
Net debt
$
12,393,306
Divided by: Annualized Adjusted EBITDA
$
1,935,260
Leverage Ratio
6.4x
Secured Leverage Ratio
Total secured debt
$
9,778,250
Less: Cash and cash equivalents, short-term restricted cash and short-term investments
(384,944
)
Net Secured Debt
$
9,393,306
Divided by: Annualized Adjust
Second-quarter results exhibit, filed 2026-08-03, June 30, 2026 debt and leverage reconciliation, in thousands · Filed 03/08/2026
Our balance sheet got even stronger as we completed our first investment grade bond offering, issuing $3.5 billion of senior unsecured notes, meaningfully reducing the
Second-quarter results exhibit, filed 2026-08-03, CEO commentary: completed $3.5 billion unsecured note issuance · Filed 03/08/2026
Our outlook incorporates the full removal of all contracted revenue from EchoStar.
Fourth-quarter results exhibit, filed 2026-02-26, CEO commentary: removal of contracted EchoStar revenue from outlook · Filed 26/02/2026
While we intend to pursue our contracted legal rights to these amounts, we believe excluding these revenues provides the
Fourth-quarter results exhibit, filed 2026-02-26, CEO commentary: intended pursuit of contractual rights · Filed 26/02/2026
cleanest view of our forward expectations given the existing dispute and lack of payment from this customer.
Fourth-quarter results exhibit, filed 2026-02-26, CEO commentary: EchoStar dispute and lack of payment · Filed 26/02/2026
Proposal 1
The shareholders voted in favor of the election of the following director nominees as Class III directors for a term of office expiring at the 2029 Annual Meeting of Shareholders and, in each case, until his or her successor is duly elected and qualified.
Annual meeting Form 8-K, filed 2026-05-22, actual election of Class III directors for terms ending in 2029 · Filed 22/05/2026
