What changed in this filing

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Item 1. Business

2026-02-24 compared with 2025-02-25 · 57 added, 78 removed, 242 unchanged (36% of the section changed)

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We also offer tower-related services in the United States, which we refer to as our services operations.

These services include site application, zoning and permitting, structural and mount analyses, and construction management, which primarily support our site leasing business, including the addition of new tenants and equipment on our sites.

These services include site application, zoning and permitting, structural and mount analyses, and construction management services, together with program management offerings that support customer deployment needs from project scoping through construction.

Our services operations primarily support our site leasing business, including the addition of new tenants and equipment on our sites.

Our customers include our tenants, licensees and other payers.

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As of December 31, 2025, our communications real estate portfolio of 149,686 communications sites included 42,224 communications sites in the U.S.

& Canada, 26,642 communications sites in Africa & APAC (as defined below), 31,786 communications sites in Europe and 48,307 communications sites in Latin America, as well as (i) urban telecommunications assets in Argentina, Brazil, Colombia, South Africa and Spain, (ii) other property interests in Canada and the United States and (iii) 29 data center facilities across ten markets in the United States.

In 2023, we undertook a strategic review of our India operations, where we evaluated the appropriate level of exposure to the India market within our global portfolio of communications assets, and assessed opportunities to repurpose capital to drive long-term shareholder value and sustained growth.

The strategic review concluded in January 2024 with the signed agreement for the ATC TIPL Transaction (as defined below).

On January 4, 2024, we, through our subsidiaries, ATC Asia Pacific Pte.

and ATC Telecom Infrastructure Private Limited (“ATC TIPL”), which held our operations in India, entered into an agreement with Data Infrastructure Trust (“DIT”), an infrastructure investment trust sponsored by an affiliate of Brookfield Asset Management, pursuant to which DIT agreed to acquire a 100% ownership interest in ATC TIPL (the “ATC TIPL Transaction”).

Per the terms of the agreement, total aggregate consideration represented up to approximately 210 billion Indian Rupees (“INR”) (approximately $2.5 billion), including the value of the VIL OCDs and the VIL Shares (each as defined and further discussed in Item 7 of this Annual Report under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Loss from Discontinued Operations, Net of Taxes”), payments on certain existing customer receivables, the repayment of existing intercompany debt and the repayment, or assumption, of our existing term loan in India, by DIT.

During the year ended December 31, 2024, ATC TIPL distributed approximately 29.6 billion INR (approximately $354.1 million) to us, which included the value of the VIL Shares and the VIL OCDs and the satisfaction of the economic benefit associated with the rights to payments on certain existing customer receivables.

The distributions were deducted from the total aggregate consideration received by us at closing.

The ATC TIPL Transaction received all government and regulatory approvals during the three months ended September 30, 2024, and on September 12, 2024, we completed the sale of ATC TIPL and received total consideration of 182 billion INR (approximately $2.2 billion).

We used the proceeds from the ATC TIPL Transaction to repay existing indebtedness under our $6.0 billion senior unsecured multicurrency revolving credit facility, as amended and restated in December 2021, as further amended (the “2021 Multicurrency Credit Facility”).

The divestiture qualified for presentation as discontinued operations.

We recorded a loss on the sale of ATC TIPL of $1.2 billion, which primarily included the reclassification of our cumulative translation adjustment in India upon exiting the market of $1.1 billion.

The loss on sale of ATC TIPL is included in Loss from discontinued operations, net of taxes in the consolidated statements of operations for the year ended December 31, 2024.

See note 22 to our consolidated and condensed consolidated financial statements included in this Annual Report (“Note 22”) for further discussion.

During the year ended December 31, 2024, we also completed the sales of our subsidiaries in Australia (“ATC Australia”) and New Zealand (“ATC New Zealand”) for total aggregate consideration of approximately $77.6 million.

We recorded a gain on the sales of ATC Australia and ATC New Zealand of $8.5 million, which is included in Other operating expenses in the accompanying consolidated statements of operations.

The divestitures did not qualify for presentation as discontinued operations.

& Canada, 27,857 communications sites in Africa & APAC (as defined below), 32,524 communications sites in Europe and 47,081 communications sites in Latin America, as well as (i) urban telecommunications assets in Argentina, Brazil, Colombia and Spain, (ii) other property interests in Canada and the United States and (iii) 30 operating data center facilities across eleven markets in the United States.

We operate as a real estate investment trust for U.S.

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DAS networks business, our Services and Data Centers segments, as well as most of our operations in Canada, Costa Rica, France, Germany, Ghana, Kenya, Mexico, Nigeria, South Africa, Spain and Uganda.

During the fourth quarter of 2024, following recent divestitures, including the ATC TIPL Transaction, and changes to our organizational structure, we reviewed and changed our reportable segments.

Our Asia-Pacific (“APAC”) property segment and our Africa property segment were combined into the Africa & APAC property segment.

As a result, we now have six reportable segments:

& Canada property (which includes all assets in the United States and Canada, other than our data center facilities and related assets), Africa & APAC property, Europe property, Latin America property, Data Centers and Services.

This change aligns with our management structure and better aligns our reporting with management’s current approach of allocating costs and resources, managing growth and profitability and assessing the operating performance of our business segments.

We report our results in six segments:

& Canada property (which includes all assets in the United States and Canada, other than our data center facilities and related assets), Africa & Asia-Pacific (“APAC”) property, Europe property, Latin America property, Data Centers and Services.

Products and Services

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In general, our tenant leases for our communications sites with wireless carriers have initial non-cancellable terms of five to ten years with multiple renewal terms, with provisions that periodically increase the rent due under the lease, typically annually, based on a fixed escalation percentage (averaging approximately 3% in the United States) or an inflationary index in most of our international markets, or a combination of both.

Based upon foreign currency exchange rates and the tenant leases in place as of December 31, 2024, we expect to generate nearly $54 billion of non-cancellable tenant lease revenue over future periods, before the impact of straight-line lease accounting.

Based upon foreign currency exchange rates and the tenant leases in place as of December 31, 2025, we expect to generate over $54 billion of non-cancellable tenant lease revenue over future periods, before the impact of straight-line lease accounting.

• Consistent demand for our sites.

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We define churn as tenant billings lost when a tenant cancels or does not renew its lease or, in limited circumstances, when the lease rates on existing leases are reduced.

We derive our churn rate for a given year by dividing our tenant billings

lost on this basis by our prior-year tenant billings.

We derive our churn rate for a given year by dividing our tenant billings lost on this basis by our prior-year tenant billings.

During the year ended December 31, 2025, churn was approximately 2% of our tenant billings, primarily driven by churn in our U.S.

& Canada property segment.

We expect that our churn rate in our U.S.

& Canada property segment will continue to be elevated through 2025 due to contractual lease cancellations and non-renewals by T-Mobile US, Inc.

(“T-Mobile”), including legacy Sprint Corporation leases, pursuant to the terms of our master lease agreement with T-Mobile (the “T-Mobile MLA”) entered into in September 2020.

• High operating margins.

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On average, we require relatively low amounts of annual capital expenditures to maintain our communications sites.

Our property business includes the operation of communications sites and managed networks, the leasing of property interests and, in select markets, the operation of fiber, the operation of data centers and the provision of backup power through shared generators.

Our presence in a number of markets at different relative stages of wireless development provides us with significant diversification and long-term growth potential.

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(1) Excludes the operating results of ATC TIPL, which are reported as discontinued operations.

See Note 22 for further discussion.

(1) For the years ended December 31, 2024 and 2023, excludes the operating results of our subsidiaries, ATC Asia Pacific Pte.

and ATC Telecom Infrastructure Private Limited (“ATC TIPL”), which are reported as discontinued operations.

See note 21 to our consolidated financial statements included in this Annual Report (“Note 21”) for further discussion.

Communications Sites.

Approximately 87%, 88% and 87% of revenue in our property segments was attributable to our communications sites, excluding DAS networks and fiber, for the years ended December 31, 2024, 2023 and 2022, respectively.

Approximately 82%, 87% and 88% of revenue in our property segments was attributable to our communications sites, excluding data center facilities and related assets, DAS networks and fiber, for the years ended December 31, 2025, 2024 and 2023, respectively.

We lease space on our communications sites to tenants providing a diverse range of communications services, including cellular voice and data, broadcasting, mobile video and a number of other applications.

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Our top tenants by revenue for each property segment are as follows for the year ended December 31, 2025:

T-Mobile US, Inc.

(“T-Mobile”);

and Verizon Communications Inc.

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Accordingly, we are subject to certain risks, as set forth in Item 1A of this Annual Report under the caption “Risk Factors—A substantial portion of our current and projected future revenue is derived from a small number of customers, and we are sensitive to adverse changes in the creditworthiness and financial strength of our customers.” In addition, we are subject to risks related to our international operations, as set forth under the caption “Risk Factors—Our foreign operations are subject to economic, political and other risks that could materially and adversely affect our revenues or financial position, including risks associated with fluctuations in foreign currency exchange rates.”

Managed Networks, Data Centers and Related Assets, Other Telecommunications Assets, Property Interests and Shared Generators.

In addition to our communications sites, we also own and operate several types of managed network solutions, provide communications site management services to third parties, manage and lease property interests under carrier or other third-party communications sites, operate data center facilities and related assets, operate other telecommunications assets and provide back-up power sources to tenants at our sites.

Data Centers and Related Assets, Managed Networks, Other Telecommunications Assets, Property Interests and Shared Generators and Power Solutions.

The balance of our property segment revenue not attributable to our communications sites was attributable to these items.

• Data Centers and Related Assets.

We own and operate data center facilities and related assets in the United States, which consist of specialized and secure buildings that house networking, storage and communications technology infrastructure, including servers, storage devices, switches, routers and fiber optic transmission equipment.

These buildings are designed to provide the power, cooling and network connectivity necessary to efficiently operate this equipment.

Data centers located at points where many communications networks converge can also function as interconnection hubs where customers are able to connect to multiple networks, cloud companies and other service providers to exchange traffic and interoperate with each other.

• Managed Networks.

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As the demand for advanced wireless services in urban markets evolves, we continue to evaluate a variety of infrastructure solutions, including small cells and other network architectures that may support our tenants’ networks in these areas.

• Data Centers and Related Assets.

These buildings are designed to provide the power, cooling and network connectivity necessary to efficiently operate this equipment.

• Other Telecommunications Assets.

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We own portfolios of property interests in Canada and the United States, including land under carrier or other third-party communications sites, which provide recurring cash flow under complementary leasing arrangements.

• Shared Generators .

We have contracts with certain of our tenants in the United States pursuant to which we provide access to shared backup power generators.

• Shared Generators and Power Solutions .

We have contracts with certain of our tower tenants pursuant to which we provide access to shared backup power generators in the United States.

In Africa, we also have contracts to power our

tower tenants’ equipment through the use of shared infrastructure assets, primarily consisting of generators, solar panels and electricity storage solutions.

Services Operations

We offer tower-related services in the United States, including site application, zoning and permitting, structural and mount analyses, and construction management services.

We offer tower-related services in the United States, including site application, zoning and permitting, structural and mount analyses, and construction management services, together with program management offerings that support customer deployment needs from project scoping through construction.

Our services operations primarily support our site leasing business, including through the addition of new tenants and equipment on our sites.

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We seek opportunities to invest in and grow our operations through our capital expenditure program, acquisitions and platform expansion initiatives.

A significant portion of our inorganic growth has been focused on properties with lower initial tenancy because we believe that over time we can significantly increase tenancy levels, and therefore, drive strong returns on those assets.

More recently, we have invested in strategic data center assets, including through our acquisition of CoreSite Realty Corporation (“CoreSite,” and the acquisition, the “CoreSite Acquisition”) in late 2021, which we believe can drive strong, recurring growth and also meaningfully enhance the value of our existing communications tower real estate through emerging edge compute opportunities in the future.

A significant portion of our inorganic growth has been focused on properties with lower initial

tenancy because we believe that over time we can significantly increase tenancy levels, and therefore, drive strong returns on those assets.

More recently, we have invested in strategic data center assets, including through our acquisition of CoreSite Realty Corporation (“CoreSite”) in late 2021 (the “CoreSite Acquisition”), which we believe can drive strong, recurring growth and also meaningfully enhance the value of our existing communications tower real estate through emerging edge compute opportunities in the future.

We also expect to explore additional ways to use our platform expansion initiatives to enhance the efficiency of our operations over time.

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To achieve this, we intend to continue to focus on customer service initiatives, such as reducing cycle times for key functions, including lease processing and tower structural analysis.

We are also focused on developing and implementing sustainable power solutions across our footprint to reduce our reliance on fossil fuels and help improve the overall efficiency of the communications infrastructure and wireless industries through our sustainability and power as a service (PaaS) initiatives.

We are also focused on developing and implementing power solutions across our footprint to help improve the overall efficiency of the communications infrastructure and wireless industries through our power as a service (PaaS) initiatives.

• Maintain a strong balance sheet.

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After complying with our REIT distribution requirements, we plan to continue to allocate our available capital among investment alternatives that meet or exceed our return on investment criteria, while taking into account the repayment of debt consistent with our financial policies.

On an ongoing basis, we also perform a comprehensive assessment of our global operations to ensure our portfolio is positioned to drive sustained growth

and achieve our risk-adjusted return objectives.

This assessment can influence our decisions on future capital allocation priorities between certain countries and assets, and may result in our decision to divest a portion, or all, of certain assets, including our Mexico fiber and Poland businesses in 2023, and our Australia, India and New Zealand businesses in 2024, and repurpose proceeds, and potential future capital, to other capital priorities.

On an ongoing basis, we also perform a comprehensive assessment of our global operations to ensure our portfolio is positioned to drive sustained growth and achieve our risk-adjusted return objectives.

This assessment can influence our decisions on future capital allocation priorities between certain countries and assets, and may result in our decision to prioritize investments into developed markets, including the U.S.

& Canada, Europe and the data centers markets.

Conversely, this assessment can influence our decision to divest a portion, or all, of certain assets, including our Mexico fiber and Poland businesses in 2023, our Australia, India and New Zealand businesses in 2024 and our South Africa fiber business in 2025, and repurpose proceeds, and potential future capital, to other capital priorities, including investments into developed markets.

• Capital expenditure program.

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International Strategy

Our international strategy incorporates portfolio analysis, capital prioritization and the disciplined management of overseas cash, including repatriation where feasible.

We believe that, in certain international markets, we can create value by expanding our existing, communications real estate leasing business, and leveraging our shared global experience, capabilities and services, to deliver a best-in-class offering for our customers and attractive risk-adjusted return for our shareholders.

We strive to maintain a diversified approach to our international strategy by operating in a geographically diverse array of markets in a variety of stages of wireless network development.

Our international strategy includes a disciplined, individualized market evaluation, in which we conduct the following analyses, among others:

• Country analysis.

Prior to entering a new market, and on an ongoing basis as we evaluate our portfolio, we conduct an extensive review of the country’s historical and projected macroeconomic fundamentals, including inflation and foreign currency exchange rate trends, demographics, capital markets, tax regime and investment alternatives, and the general business, political and legal environments, including property rights and regulatory regime.

• Wireless industry analysis.

To confirm the presence of sufficient demand to support an independent tower leasing model, we analyze the competitiveness of the country’s wireless market.

This includes an evaluation of the industry’s pricing environment, past and potential consolidation and the stage of its wireless network development.

Characteristics that result in an attractive investment opportunity include (i) multiple competitive wireless service providers who are actively seeking to invest in deploying voice and data networks and (ii) ongoing or expected deployment of incremental spectrum from recent or anticipated auctions.

• Opportunity and counterparty analysis.

Once an investment opportunity is identified within a geographic area with an attractive wireless industry, we conduct a multifaceted opportunity and counterparty analysis.

This includes evaluating (i) the type of transaction, (ii) its ability to meet our risk-adjusted return criteria given the country and the counterparties involved, including the anticipated anchor tenant and (iii) how the transaction fits within our long-term strategic objectives, including future potential investment and expansion within the region.

We strive to maintain a diversified approach to our

international strategy by operating in a geographically diverse array of markets in a variety of stages of wireless network development.

Specifically as part of our ongoing portfolio analysis, we conduct an extensive review of a particular country’s historical and projected macroeconomic fundamentals, including inflation and foreign currency exchange rate trends, demographics, capital markets, tax regime and investment alternatives, and the general business, political and legal environments, including property rights and regulatory regime.

We also analyze (i) the competitiveness of the country’s wireless market and (ii) how a particular market fits within our long-term strategic objectives.

Regulatory Matters

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Certain of our international operations are subject to regulatory requirements with respect to licensing, registration and permitting.

In Africa & APAC, our subsidiaries in Burkina Faso, Ghana, Kenya, Niger, Nigeria and Uganda are required to hold a license in order to establish and maintain passive telecommunications infrastructure services and DAS networks for communications

service providers.

Our subsidiaries in the Philippines and Bangladesh are required to hold a registration or license in order to establish, manage and operate passive telecommunications infrastructure services.

In Latin America, our subsidiary in Chile holds a concession of intermediate telecommunications services and our subsidiary in Argentina holds an information and communications technology service license.

In Peru, our subsidiaries are registered as infrastructure providers and in Colombia, passive infrastructure activities do not need any authorization, but our fiber subsidiary is registered as a carrier service provider.

The subsidiary that holds our fiber business in Brazil is also licensed and regulated as a concession holder and permit holder authorized to provide telecommunications services.

In Peru, our subsidiaries are registered as infrastructure providers.

The subsidiary that holds our fiber business in Brazil is also licensed and regulated as an authorization holder to provide telecommunications services.

In certain of the markets in which we operate, we are required to provide tower space to service providers on a non-discriminatory basis, subject to the negotiation of mutually agreeable terms.

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Accordingly, the BBBEE Act and related codes measure BBBEE Act compliance and good corporate practice by the inclusion of certain ownership, management control, employment equity and other metrics for companies that do business there.

In addition, certain municipalities have sought to impose permit fees based upon structural or operational requirements of towers and certain regional and other governmental bodies have sought to impose levies or other forms of fees.

Our foreign operations may be affected if a country’s regulatory authority restricts, revokes or modifies spectrum licenses of certain wireless service providers or implements limitations on foreign ownership.

In all countries where we operate, we are subject to zoning restrictions and restrictive covenants imposed by local authorities or community organizations.

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Further, additional regulations may be adopted that cause delays or result in additional costs to us or changes in the competitive landscape that may negatively affect our business.

These factors could materially and adversely affect our operations.

In the United States, the Telecommunications Act of 1996 prohibits any action by state and local authorities that would discriminate between different providers of wireless services or ban altogether the construction, modification or placement of communications sites.

It also prohibits state or local restrictions based on the environmental effects of radio frequency emissions to the extent the facilities comply with FCC regulations.

It also prohibits state or local restrictions

based on the environmental effects of radio frequency emissions to the extent the facilities comply with FCC regulations.

Further, in February 2012, the United States government adopted regulations requiring that local and state governments approve modifications or colocations that qualify as eligible facilities under the regulations.

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Existing regulations may subsequently change or future regulations may be enacted, either of which could have a similar impact as described above, and could materially and adversely affect our operations.

In some markets, our data centers are subject to zoning restrictions imposed by local authorities.

While these regulations vary, they may require data center operators to obtain approval from local authorities or environmental bodies prior to data center construction or modification of an existing facility.

Local authorities and community residents periodically oppose construction in their communities, which can delay or prevent new data center construction, thereby limiting our ability to respond to tenant demand.

This opposition and existing or new zoning or environmental regulations can increase costs associated with new data center construction or modifications to existing facilities, as well as adversely affect the associated timing or cost of such projects.

Environmental Matters.

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Environmental Protection Agency, or EPA, some of the states and localities in which we operate and the governments of other countries in which we operate have also enacted or proposed certain climate-related disclosures and may adopt new regulations related to the use of fossil fuels or requiring the use of alternative fuel or renewable energy sources to power energy resources that serve our data centers.

Efforts to support and enhance renewable electricity generation may increase our costs of electricity above those that would be incurred through procurement of conventional electricity.

Efforts to support and enhance renewable electricity generation may increase our costs of electricity above those that would be incurred through procurement of conventionally generated electricity.

Our data centers require and consume significant amounts of power, including electricity generated by the burning of fossil fuels.

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Our industry is highly competitive.

We compete, both for new business and for the acquisition of assets, with other public tower companies, such as Crown Castle International Corp., SBA Communications Corporation, Telesites S.A.B.

There are frequently new market participants that create additional competition.

We compete, both for new business and for the acquisition of assets, with other public tower companies, such as Crown Castle International Corp., SBA Communications Corporation, Vertical Bridge, Telesites S.A.B.

and Cellnex Telecom, S.A., wireless carrier tower consortia and private tower companies, private equity sponsored firms, carrier-affiliated tower companies, independent wireless carriers, tower owners, broadcasters and owners of non-communications sites, including rooftops, utility towers, water towers and other alternative structures.

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Aligned with our business strategy, our human capital management strategy focuses on developing and delivering solutions to attract, develop, engage and retain top talent in each of the countries where we operate.

Our Chief Human Resources Officer regularly reports to the Compensation Committee of our Board of Directors (our “Board”) on our initiatives related to human capital management.

Inclusion and Belonging .

Our Chief Human Resources Officer regularly reports to the Compensation and Human Capital Committee of our Board of Directors (our “Board”) on our initiatives related to human capital management.

A critical factor in our success is ensuring that an inclusive and collaborative workplace remains at the core of our business culture, infusing fresh ideas, helping us remain connected to our customers in a dynamic global market and ensuring mutual respect guides us in our interactions both internally and externally.

Additionally, we have implemented several initiatives designed to support our inclusion efforts, including pledges from the American Tower Foundation.

Furthermore, we have worked to provide access and opportunity for underrepresented groups in the REIT industry.

We also enable global employee resource groups to promote better employee engagement.

Our employee resource groups are open to all employees with the goal of enhancing professional development, connection and collaboration for everyone.

Talent Development and Recruitment.

We also enable global employee resource groups to promote better employee engagement, which are open to all employees with the goal of enhancing professional development, connection and collaboration for everyone.

As a critical investment in our capacity to provide our customers with outstanding support and customer service, we offer a variety of development opportunities unique to each market to cultivate our talent throughout our global organization.

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We have developed education initiatives and increased access to professional development opportunities for employees, including an enhanced focus on mentoring opportunities.

Our Compensation Committee also approved a shared human capital management goal for the entire executive team for 2024, which focuses on developing talent.

Workplace Safety .

Our Compensation and Human Capital Committee also approved a shared human capital management goal for the entire executive team for 2025, which focuses on developing talent.

We are committed to the safety of our employees and surrounding communities.

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A related journey risk management program provides support for trips in complex threat environments, and includes hostile environment awareness training, real-time tracking of personnel and 24/7 support.

Health and Wellness.

Furthermore, as part of our efforts to globalize our operations, we created a new global Health & Safety (“H&S”) function tasked with strengthening our H&S policies and culture, ensuring compliance with global and local regulations and fostering a proactive safety-first mindset across all organizational levels.

We offer medical and parental leave benefits to full-time employees across all markets, with some local variation.

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In addition, paper copies of these documents may be obtained free of charge by writing us at the following address:

116 Huntington Avenue, Boston, Massachusetts 02116, Attention:

222 Berkeley Street, Boston, Massachusetts 02116, Attention:

Investor Relations;

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business