What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-07 compared with 2025-05-01 · 238 added, 91 removed, 348 unchanged (49% of the section changed)

2 unchanged sentences

In addition, we own and operate towers in South America, Central America, Canada, and Africa.

Our primary business line is our site leasing business, which contributed 98.1% of our total segment operating profit for the three months ended March 31, 2025.

During the first quarter of 2025, we sold all of our towers in both the Philippines and Colombia and ended our operations in those countries.

Our primary business line is our site leasing business, which contributed 97.7% of our total segment operating profit for the six months ended June 30, 2025.

During the first quarter of 2025, we sold all of our towers and ended our operations in both the Philippines and Colombia.

On July 21, 2025, we entered into an agreement to sell all of our 369 towers held in Canada which we expect to close during the fourth quarter of 2025.

In our site leasing business, we (1) lease space to wireless service providers and other customers on assets that we own or operate and (2) manage rooftop and tower sites for property owners under various contractual arrangements.

As of March 31, 2025, we owned 39,709 towers, a substantial portion of which have been built by us or built by other tower owners or operators who, like us, have built such towers to lease space to multiple wireless service providers.

As of June 30, 2025, we owned 44,065 towers, a substantial portion of which have been built by us or built by other tower owners or operators who, like us, have built such towers to lease space to multiple wireless service providers.

Our other business line is our site development business, through which we assist wireless service providers in developing and maintaining their own wireless service networks.

Our primary focus is the leasing of antenna space on our multi-tenant towers to a variety of wireless service providers under long-term lease contracts in the United States, South America, Central America, Canada, and Africa.

As of March 31, 2025, no U.S.

As of June 30, 2025, no U.S.

state or territory accounted for more than 10% of our total tower portfolio by tower count, and no U.S.

state or territory accounted for more than 10% of our total revenues for the three months ended March 31, 2025.

In addition, as of March 31, 2025, approximately 30% of our total towers are located in Brazil and no other international market (each country is considered a market) represented more than 5% of our total towers.

state or territory accounted for more than 10% of our total revenues for the six months ended June 30, 2025.

In addition, as of June 30, 2025, approximately 30% and 10% of our total towers are located in Brazil and Guatemala, respectively.

No other international market (each country is considered a market) represented more than 5% of our total towers.

We derive site leasing revenues primarily from wireless service provider tenants.

Wireless service providers enter into either (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;

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.

11 unchanged sentences

Our ground leases either (1) contain specific annual rent escalators or (2) escalate annually in accordance with an inflationary index.

As of March 31, 2025, approximately 72% of our tower structures were located on parcels of land that we own, land subject to perpetual easements, or parcels of land in which we have a leasehold interest that extends beyond 20 years.

As of June 30, 2025, approximately 70% of our tower structures were located on parcels of land that we own, land subject to perpetual easements, or parcels of land in which we have a leasehold interest that extends beyond 20 years.

For any given tower, costs are relatively fixed over a monthly or an annual time period.

10 unchanged sentences

For the three months ended

For the six months ended

Segment operating profit as a percentage of

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We believe that over the long-term, site leasing revenues will continue to grow as wireless service providers lease additional antenna space on our towers due to increasing mobile network data traffic, network expansion, and network coverage requirements.

During the remainder of 2025, we expect core leasing revenue in both our domestic and international segments to increase over 2024 levels, on a currency neutral basis, due in part to wireless carriers deploying unused spectrum, the full year impact of towers acquired and built during 2024, and the revenues from towers expected to be acquired and built during 2025.

During the remainder of 2025, we expect core site leasing revenue in both our domestic and international segments to increase over 2024 levels, on a currency neutral basis, due in part to wireless carriers deploying unused spectrum, the full year impact of towers acquired and built during 2024, and the revenues from towers expected to be acquired and built during 2025.

We believe our site leasing business is characterized by stable and long-term recurring revenues, predictable operating costs, and minimal non-discretionary capital expenditures.

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We eliminate the impact of changes in foreign currency exchange rates by dividing the current period’s financial results by the average monthly exchange rates of the prior year period, as well as by eliminating the impact of realized and unrealized gains and losses on our intercompany loans.

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024

Revenues and Segment Operating Profit:

14 unchanged sentences

Site development

Domestic site leasing revenues decreased $0.5 million for the three months ended March 31, 2025, as compared to the prior year, primarily due to Sprint and other lease non-renewals and a decrease in non-cash straight line revenue, partially offset by (1) organic site leasing growth, primarily from monetary lease amendments, additional equipment added to our towers, new leases, and contractual rent escalators and (2) revenues from 55 towers acquired and 30 towers built since January 1, 2024.

International site leasing revenues decreased $11.6 million for the three months ended March 31, 2025, as compared to the prior year.

Domestic site leasing revenues increased $6.6 million for the three months ended June 30, 2025, as compared to the prior year, primarily due to (1) organic site leasing growth from new leases, amendments, and contractual escalators and (2) revenues from 56 towers acquired and 34 towers built since April 1, 2024, partially offset by Sprint and other lease non-renewals and a decrease in non-cash straight line revenue.

International site leasing revenues decreased $1.3 million for the three months ended June 30, 2025, as compared to the prior year.

On a constant currency basis, international site leasing revenues increased $6.6 million.

These changes were primarily due to (1) organic site leasing growth from new leases, amendments, and contractual escalators and (2) revenues from 475 towers acquired and 519 towers built since January 1, 2024, partially offset by lease non-renewals.

This change was primarily due to (1) organic site leasing growth from new leases, amendments, and contractual escalators, (2) revenues from 4,792 towers acquired (including 4,644 towers under the deal with Millicom) and 533 towers built since April 1, 2024, and (3) an increase in reimbursable pass-through expenses, partially offset by lease non-renewals, tower divestitures, and a decrease in non-cash straight line revenue.

Site leasing revenue in Brazil represented 13.5% of total site leasing revenue for the period.

No other individual international market represented more than 5% of our total site leasing revenue.

Site development revenues increased $18.5 million for the three months ended March 31, 2025, as compared to the prior year, as a result of increased carrier activity.

Site development revenues increased $33.2 million for the three months ended June 30, 2025, as compared to the prior year, as a result of increased carrier activity.

Operating Profit

Domestic site leasing segment operating profit decreased $2.8 million for the three months ended March 31, 2025, as compared to the prior year, primarily due to incremental costs associated with towers acquired and built since January 1, 2024 as well as lower domestic site leasing revenue as noted above, partially offset by the positive impact of our ground lease purchase program.

International site leasing segment operating profit decreased $9.9 million for the three months ended March 31, 2025, as compared to the prior year.

Domestic site leasing segment operating profit increased $2.7 million for the three months ended June 30, 2025, as compared to the prior year, primarily due to higher domestic site leasing revenue as noted above and the positive impact of our ground lease purchase program, partially offset by incremental costs associated with towers acquired and built since April 1, 2024.

International site leasing segment operating profit decreased $1.8 million for the three months ended June 30, 2025, as compared to the prior year.

On a constant currency basis, international site leasing segment operating profit increased $3.8 million.

These changes were primarily due to higher international site leasing revenues as noted above and the positive impact of our ground lease purchase program, partially offset by the incremental costs associated with towers acquired and built since January 1, 2024.

Site development segment operating profit increased $3.4 million for the three months ended March 31, 2025, as compared to the prior year, as a result of increased carrier activity .

This change was primarily due to higher international site leasing revenues as noted above and the positive impact of our ground lease purchase program, partially offset by the incremental costs associated with towers acquired and built since April 1, 2024.

Site development segment operating profit increased $6.8 million for the three months ended June 30, 2025, as compared to the prior year, as a result of increased carrier activity .

Selling, General, and Administrative Expenses:

7 unchanged sentences

Site development

Selling, general, and administrative expenses decreased $2.5 million for the three months ended March 31, 2025, as compared to the prior year.

On a constant currency basis, selling, general, and administrative expenses decreased $1.1 million.

These changes were driven primarily by a decrease in non-cash compensation expense, partially offset by an increase in personnel and other support related costs.

Selling, general, and administrative expenses increased $8.6 million for the three months ended June 30, 2025, as compared to the prior year.

On a constant currency basis, selling, general, and administrative expenses increased $9.2 million.

These changes were driven primarily by increases in non-cash compensation expense and personnel and other support related costs and a $4.9 million bad debt reserve recorded in the second quarter of 2025.

Asset Impairment and Decommission Costs:

6 unchanged sentences

Total site leasing

Domestic asset impairment and decommission costs decreased $14.7 million for the three months ended March 31, 2025, as compared to the prior year.

This change was primarily as a result of (1) decreased impairment charges resulting from our regular analysis of whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers and (2) a decrease in tower and equipment related decommission costs.

International asset impairment and decommission costs increased $7.6 million for the three months ended March 31, 2025, as compared to the prior year.

Asset impairment and decommission costs increased $13.6 million for the three months ended June 30, 2025, as compared to the prior year.

On a constant currency basis, asset impairment and decommission costs increased $14.1 million.

These changes were primarily as a result of an increase in impairment charges resulting from our regular analysis of whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers.

This change was primarily as a result of increased impairment charges resulting from our regular analysis of whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers, partially offset by a decrease in tower and equipment related decommission costs.

Depreciation, Accretion, and Amortization Expense:

7 unchanged sentences

Site development

Depreciation, accretion, and amortization expense decreased $11.7 million for the three months ended March 31, 2025, as compared to the prior year.

On a constant currency basis, depreciation, accretion, and amortization expense decreased $8.8 million.

These changes were primarily due to the impact of assets that became fully depreciated since the prior year period, partially offset by an increase in the number of towers we acquired and built since January 1, 2024.

Depreciation, accretion, and amortization expense increased $5.8 million for the three months ended June 30, 2025, as compared to the prior year.

On a constant currency basis, depreciation, accretion, and amortization expense increased $7.3 million.

These changes were primarily due to an increase in the number of towers we acquired and built since April 1, 2024, partially offset by the impact of assets that became fully depreciated since the prior year period.

Operating Income (Expense):

7 unchanged sentences

Site development

Domestic site leasing operating income increased $18.3 million for the three months ended March 31, 2025, as compared to the prior year, primarily due to decreases in asset impairment and decommission costs, depreciation, accretion, and amortization expense, and selling, general, and administrative expenses, partially offset by lower segment operating profit.

International site leasing operating income decreased $10.3 million for the three months ended March 31, 2025, as compared to the prior year.

Domestic site leasing operating income decreased $5.9 million for the three months ended June 30, 2025, as compared to the prior year, primarily due to increases in asset impairment and decommission costs and depreciation, accretion, and amortization expense, partially offset by higher segment operating profit and a decrease in selling, general, and administrative expenses.

International site leasing operating income decreased $15.1 million for the three months ended June 30, 2025, as compared to the prior year.

On a constant currency basis, international site leasing operating income decreased $12.0 million.

These changes were primarily due to increases in asset impairment and decommission costs and selling, general, and administrative expenses, partially offset by a decrease in depreciation, accretion, and amortization expense and higher segment operating profit.

Site development operating income increased $4.6 million for the three months ended March 31, 2025, as compared to the prior year, primarily due to higher segment operating profit driven by increased carrier activity and a decrease in selling, general, and administrative expenses.

These changes were primarily due to increases in asset impairment and decommission cost, selling, general, and administrative expenses, depreciation, accretion, and amortization expense, partially offset by higher segment operating profit.

Site development operating income increased $6.8 million for the three months ended June 30, 2025, as compared to the prior year, primarily due to higher segment operating profit driven by increased carrier activity .

Other operating expense increased $5.5 million for the three months ended June 30, 2025, as compared to the prior year, primarily due to increases in selling, general, and administrative expenses.

Other Income (Expense):

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Amortization of deferred financing fees

Other income (expense), net

Interest expense increased $22.1 million for the three months ended June 30, 2025, as compared to the prior year .

This change was primarily due to a higher average principal amount of cash-interest bearing debt accruing interest at a higher weighted-average interest rate as compared to the prior year.

The higher weighted-average interest rate experienced during the current year period was due to the higher blended rate of the interest rate swap agreements which replaced the previous swap on March 31, 2025.

Non-cash interest expense decreased $5.8 million for the three months ended June 30, 2025, as compared to the prior year.

This change was primarily due to lower amortization of accumulated losses related to our interest rate swaps de-designated as cash flow hedges which reached their term end date in 2025.

Other income (expense), net includes a $45.3 million gain on the remeasurement of U.S.

dollar denominated intercompany loans with foreign subsidiaries for the three months ended June 30, 2025.

The prior year period included a $100.9 million loss on the remeasurement of U.S.

dollar denominated intercompany loans with foreign subsidiaries.

(P rovision) Benefit for Income Taxes:

For the three months ended

Currency Impact

Currency Change

(in thousands)

(Provision) benefit for income taxes

Provision for income taxes increased $47.4 million for the three months ended June 30, 2025, as compared to the prior year.

On a constant currency basis, provision for income taxes decreased $3.0 million primarily due to a decrease in foreign current and deferred taxes.

For the three months ended

Currency Impact

Currency Change

(in thousands)

Net income increased $66.2 million for the three months ended June 30, 2025, as compared to the prior year.

This change was primarily due to increases in other income, net and site development operating income and a decrease in non-cash interest expense, partially offset by increases in provision for income taxes, interest expense, and other operating expense and decreases in site leasing operating income and the impact of foreign currency exchange rates on those items.

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

Revenues and Segment Operating Profit:

For the six months ended

Currency Impact

Currency Change

(in thousands)

Domestic site leasing

International site leasing

Site development

Cost of Revenues

Domestic site leasing

International site leasing

Site development

Operating Profit

Domestic site leasing

International site leasing

Site development

Domestic site leasing revenues increased $6.1 million for the six months ended June 30, 2025, as compared to the prior year, primarily due to (1) organic site leasing growth from new leases, amendments, and contractual escalators and (2) revenues from 60 towers acquired and 40 towers built since January 1, 2024 , partially offset by Sprint and other lease non-renewals and a decrease in non-cash straight line revenue.

International site leasing revenues decreased $12.8 million for the six months ended June 30, 2025, as compared to the prior year.

On a constant currency basis, international site leasing revenues increased $11.0 million.

This change was primarily due to (1) organic site leasing growth from new leases, amendments, and contractual escalators, (2) revenues from 4,799 towers acquired (including 4,644 towers under the deal with Millicom) and 603 towers built since January 1, 2024, and (3) an increase in reimbursable pass-through expenses, partially offset by lease non-renewals, tower divestitures, and a decrease in non-cash straight line revenue.

leasing revenue in Brazil represented 13.6% of total site leasing revenue for the period.

No other individual international market represented more than 5% of our total site leasing revenue.

Site development revenues increased $51.6 million for the six months ended June 30, 2025, as compared to the prior year, as a result of increased carrier activity.

Operating Profit

Domestic site leasing segment operating profit decreased $0.1 million for the six months ended June 30, 2025, as compared to the prior year.

This change was primarily due to higher domestic site leasing revenues as noted above offset by the incremental costs associated with towers acquired and built since January 1, 2024.

International site leasing segment operating profit decreased $11.7 million for the six months ended June 30, 2025, as compared to the prior year.

On a constant currency basis, international site leasing segment operating profit increased $5.4 million.

Site development segment operating profit increased $10.2 million for the six months ended June 30, 2025, as compared to the prior year, as a result of increased carrier activity .

Selling, General, and Administrative Expenses:

For the six months ended

Currency Impact

Currency Change

(in thousands)

Domestic site leasing

International site leasing

Total site leasing

Site development

Selling, general, and administrative expenses increased $6.2 million for the six months ended June 30, 2025, as compared to the prior year.

On a constant currency basis, selling, general, and administrative expenses increased $8.1 million.

These changes were driven primarily by an increase in personnel and other support related costs and a $4.9 million bad debt reserve recorded in the second quarter of 2025, partially offset by a decrease in non-cash compensation expense.

Asset Impairment and Decommission Costs:

For the six months ended

Currency Impact

Currency Change

(in thousands)

Domestic site leasing

International site leasing

Total site leasing

Domestic asset impairment and decommission costs decreased $8.6 million for the six months ended June 30, 2025, as compared to the prior year.

This change was primarily as a result of a decrease in tower and equipment related decommission costs.

International asset impairment and decommission costs increased $15.3 million for the six months ended June 30, 2025, as compared to the prior year.

On a constant currency basis, asset impairment and decommission costs increased $17.7 million.

Depreciation, Accretion, and Amortization Expense:

For the six months ended

Currency Impact

Currency Change

(in thousands)

Domestic site leasing

International site leasing

Total site leasing

Site development

Depreciation, accretion, and amortization expense decreased $5.9 million for the six months ended June 30, 2025, as compared to the prior year.

On a constant currency basis, depreciation, accretion, and amortization expense decreased $1.5 million.

Operating Income (Expense):

For the six months ended

Currency Impact

Currency Change

(in thousands)

Domestic site leasing

International site leasing

Total site leasing

Site development

Domestic site leasing operating income increased $12.4 million for the six months ended June 30, 2025, as compared to the prior year, primarily due to decreases in asset impairment and decommission costs and selling, general, and administrative expenses.

International site leasing operating income decreased $25.4 million for the six months ended June 30, 2025, as compared to the prior year.

On a constant currency basis, international site leasing operating income decreased $17.1 million.

These changes were primarily due to increases in asset impairment and decommission costs and selling, general, and administrative expenses, partially offset by higher segment operating profit.

Site development operating income increased $11.5 million for the six months ended June 30, 2025, as compared to the prior year, primarily due to higher segment operating profit driven by increased carrier activity.

Other operating expense, net increased $6.6 million for the six months ended June 30, 2025, as compared to the prior year, primarily due to an increase in selling, general, and administrative expenses .

Other Income (Expense):

For the six months ended

Currency Impact

Currency Change

(in thousands)

Interest income

Interest expense

Non-cash interest expense

Amortization of deferred financing fees

Loss from extinguishment of debt, net

Other income (expense), net

Interest income increased $3.5 million for the three months ended March 31, 2025, as compared to the prior year.

Interest income increased $4.6 million for the six months ended June 30, 2025, as compared to the prior year.

On a constant currency basis, interest income increased $5.1 million.

These changes were primarily due to a higher balance of interest-bearing deposits held and a higher effective interest rate on those deposits as compared to the prior year, partially offset by a decrease in interest received on a loan to an unconsolidated joint venture .

Interest expense increased $7.8 million for the three months ended March 31, 2025, as compared to the prior year .

Interest expense increased $29.9 million for the six months ended June 30, 2025, as compared to the prior year.

This change was primarily due to a higher average principal amount of cash-interest bearing debt accruing interest at a higher weighted-average interest rate as compared to the prior year .

Loss from extinguishment of debt, net was $4.4 million for the three months ended March 31, 2024 which primarily represents the write-off of $3.3 million of unamortized financing fees and $1.2 million of the original issuance discount associated with the repayment of the 2018 Term Loan in January 2024.

Non-cash interest expense decreased $5.9 million for the six months ended June 30, 2025, as compared to the prior year.

This change was primarily due to lower amortization of accumulated losses related to our interest rate swaps de-designated as cash flow hedges which reached their term end date in 2025.

Loss from extinguishment of debt, net was $4.4 million for the six months ended June 30, 2024 which primarily represents the write-off of $3.3 million of unamortized financing fees and $1.2 million of the original issuance discount associated with the repayment of the 2018 Term Loan in January 2024.

Other income (expense), net includes a $99.9 million gain on the remeasurement of U.S.

dollar denominated intercompany loans with foreign subsidiaries and a $18.8 million loss on sale of assets for the three months ended March 31, 2025 (which is inclusive of $28.9 million non-cash adjustment to realize previously unrecognized accumulated currency translation adjustments arising from the sales of our Philippines and Colombia operations).

dollar denominated intercompany loans with foreign subsidiaries and a $18.3 million loss on sale of assets for the six months ended June 30, 2025 (which is inclusive of a $29.1 million non-cash adjustment to realize previously unrecognized accumulated currency translation adjustments arising from the sales of our Philippines and Colombia operations).

The prior year period included a $143.3 million loss on the remeasurement of U.S.

1 unchanged sentence

Provision for Income Taxes:

For the three months ended

For the six months ended

Currency Impact

2 unchanged sentences

Provision for income taxes

Provision for income taxes increased $25.1 million for the three months ended March 31, 2025, as compared to the prior year.

On a constant currency basis, provision for income taxes decreased $7.2 million primarily due to a decrease in foreign current and deferred taxes.

For the three months ended

Provision for income taxes increased $72.5 million for the six months ended June 30, 2025, as compared to the prior year.

On a constant currency basis, provision for income taxes decreased $10.2 million.

This change was primarily due to a decrease in foreign deferred taxes, partially offset by an increase in domestic deferred taxes.

For the six months ended

Currency Impact

1 unchanged sentence

(in thousands)

Net income increased $63.4 million for the three months ended March 31, 2025, as compared to the prior year.

This change (which is inclusive of a non-cash adjustment to realize previously unrecognized accumulated currency translation adjustments arising from the sales of our Philippines and Colombia operations) was primarily due to increases in other income, net, domestic site leasing operating income, site development operating income, and interest income, partially offset by increases in provision for income taxes and in interest expense and the impact of foreign currency exchange rates on those items.

On a constant currency basis, net income increased $1.6 million.

This change (which is inclusive of a non-cash adjustment to realize previously unrecognized accumulated currency translation adjustments arising from the sales of our Philippines and Colombia operations) was primarily due to increases in domestic site leasing operating income, site development operating income, and interest income and decreases in provision for income taxes and loss from extinguishment of debt, net, partially offset by increases in other expense, net and interest expense and a decrease in international site leasing operating income.

Net income increased $129.6 million for the six months ended June 30, 2025 , as compared to the prior year.

This change (which is inclusive of a non-cash adjustment to realize previously unrecognized accumulated currency translation adjustments arising from the sales of our Philippines and Colombia operations) was primarily due to increases in other income, net, domestic site leasing operating income, site development operating income, and interest income and decreases in non-cash interest expense and loss from extinguishment of debt, partially offset by increases in provision for income taxes, interest expense, and other operating expense and the impact of foreign currency exchange rates on those items.

NON-GAAP FINANCIAL MEASURES

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We believe that providing these financial results and metrics on a constant currency basis, which are non-GAAP measures, gives management and investors the ability to evaluate the performance of our business without the impact of foreign currency exchange rate fluctuations.

We eliminate the impact of changes in foreign currency

exchange rates by dividing the current period’s financial results by the average monthly exchange rates of the prior year period, as well as by eliminating the impact of the remeasurement of our intercompany loans.

Adjusted EBITDA

12 unchanged sentences

Non-cash compensation

Other (income) expense, net

Acquisition and new business initiatives

related adjustments and expenses

Asset impairment and decommission costs

Interest income

Interest expense (1)

Depreciation, accretion, and amortization

Provision (benefit) for income taxes (2)

Adjusted EBITDA

For the six months ended

Currency Impact

Currency Change

(in thousands)

Non-cash straight-line leasing revenue

Non-cash straight-line ground lease expense

Non-cash compensation

Loss from extinguishment of debt, net

10 unchanged sentences

(2) Includes franchise and gross receipts taxes reflected in selling, general, and administrative expenses on the Consolidated Statements of Operations.

Adjusted EBITDA decreased $8.1 million for the three months ended March 31, 2025, as compared to the prior year period.

Adjusted EBITDA increased $8.4 million for the three months ended June 30, 2025, as compared to the prior year period.

On a constant currency basis, Adjusted EBITDA increased $13.7 million.

These changes were primarily due to increases in international site leasing segment operating profit and site development segment operating profit, partially offset by an increase in cash selling, general, and administrative expenses and a decrease in domestic site leasing segment operating profit.

These changes were primarily due to increases in site leasing segment and site development segment operating profit, partially offset by an increase in cash selling, general, and administrative expenses.

Adjusted EBITDA increased $0.3 million for the six months ended June 30, 2025, as compared to the prior year period.

On a constant currency basis, Adjusted EBITDA increased $16.0 million.

LIQUIDITY AND CAPITAL RESOURCES

SBA Communications Corporation (“SBAC”) is a holding company with no business operations of its own.

SBAC’s only significant asset is 100% of the outstanding capital stock of SBA Telecommunications, LLC (“Telecommunications”), which is also a holding company that owns equity interests in entities that directly or indirectly own all of our domestic and international towers and assets.

SBAC’s only significant asset is 100% of the outstanding capital stock of SBA Telecommunications, LLC (“Telecommunications”), which is also a

holding company that owns equity interests in entities that directly or indirectly own all of our domestic and international towers and assets.

We conduct all of our business operations through Telecommunications’ subsidiaries.

1 unchanged sentence

A summary of our cash flows is as follows:

For the three months ended March 31,

For the six months ended June 30,

(in thousands)

Cash provided by operating activities

Cash provided by (used in) investing activities

Cash used in investing activities

Cash used in financing activities

4 unchanged sentences

Operating Activities

Cash provided by operating activities was $301.2 million for the three months ended March 31, 2025 as compared to $294.5 million for the three months ended March 31, 2024.

The increase was primarily due to increases in cash inflows associated with working capital changes related to the timing of customer payments, increases in interest income and site development operating profit

and a decrease in cash asset impairment and decommission costs, partially offset by a decrease in site leasing segment operating profit and increases in interest expense and cash selling, general, and administrative expenses.

Cash provided by operating activities was $669.3 million for the six months ended June 30, 2025 as compared to $720.0 million for the six months ended June 30, 2024.

The decrease was primarily due to (1) increases in cash outflows associated with working capital changes related to the timing of customer payments, as well as increases in interest expense and cash selling, general, and administrative expenses and (2) a decrease in cash international site leasing segment operating profit.

The decrease was partially offset by (1) increases in site development segment operating profit and interest income and (2) a decrease in tower and equipment decommission costs.

Investing Activities

A detail of our investing activities is as follows:

For the three months ended March 31,

For the six months ended June 30,

(in thousands)

10 unchanged sentences

Other investing activities

Net cash provided by (used in) investing activities

(1) Excludes $3.2 million and $4.6 million spent to extend ground lease terms for the three months ended March 31, 2025 and 2024, respectively.

We recorded these amounts in prepaid expenses and other current assets within the changes in operating assets and liabilities, net of acquisitions section of our Consolidated Statements of Cash Flows.

Net cash used in investing activities

(1) Excludes $7.8 million and $9.3 million spent to extend ground lease terms for the six months ended June 30, 2025 and 2024, respectively.

We recorded these amounts in prepaid expenses and other current assets within the changes in operating assets and liabilities, net of acquisitions section of its Consolidated Statements of Cash Flows.

As of the date of this filing, approximately 2,500 sites related to the previously announced transaction with Millicom International Cellular S.A.

3 unchanged sentences

In addition to the Millicom sites, we are under contract to purchase 13 communication sites for an aggregate consideration of $5.5 million in cash.

We anticipate that these acquisitions will be closed by the end of the third quarter of 2025.

We anticipate that these acquisitions will be closed by the end of the fourth quarter of 2025.

For 2025, we expect to incur non-discretionary cash capital expenditures associated with tower maintenance and general corporate expenditures of $53.0 million to $63.0 million and discretionary cash capital expenditures, based on current or potential acquisition obligations, planned new tower construction, forecasted tower augmentations, and forecasted ground lease purchases, of $1,255.0 million to $1,275.0 million.

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A detail of our financing activities is as follows:

For the three months ended March 31,

For the six months ended June 30,

(in thousands)

Net repayments under Revolving Credit Facility (1)

Net borrowings (repayments) under Revolving Credit Facility (1)

Proceeds from issuance of Term Loans, net of fees (1)

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(1) For additional information regarding our debt instruments and financings, refer to “Debt Instruments and Debt Service Requirements” below.

(2) S ubsequent to the first quarter of 2025, we repurchased 583 thousand shares of our outstanding Class A common stock for $122.9 million at an average price per share of $210.87 under our existing $1.0 billion stock repurchase plan.

Shares repurchased were retired.

On April 27, 2025, our Board of Directors authorized a new $1.5 billion stock repurchase plan, replacing the prior plan authorized on October 28, 2021 which had a remaining authorization of $81.8 million.

As of the date of this filing, we had $1.5 billion of authorization remaining under the new plan.

For the three months ended March 31, 2025, we paid the following cash dividends:

(2) Subsequent to June 30, 2025, we purchased 182 thousand shares of our Class A common stock for $41.4 million at an average price per share of $227.92.

For additional information regarding our share repurchase activity, refer to Part II Item 2 under “Issuer Purchases of Equity Securities” below.

For the six months ended June 30, 2025, we paid the following cash dividends:

Payable to Shareholders

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March 27, 2025

April 27, 2025

$119.4 million

June 17, 2025

(1) Amount reflected includes the payment of $2.4 million in dividend equivalents.

Dividends paid in 2025 were ordinary taxable dividends.

Subsequent to March 31, 2025, we declared the following cash dividends:

Subsequent to June 30, 2025, we declared the following cash dividends:

Payable to Shareholders

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Date to be Paid

April 27, 2025

June 17, 2025

The amount of future distributions will be determined, from time to time, by our Board of Directors to balance our goal of increasing long-term shareholder value and retaining sufficient cash to implement our current capital allocation policy, which prioritizes investment in quality assets that meet our return criteria, and then stock repurchases when we believe our stock price is below its intrinsic value.

August 3, 2025

August 21, 2025

September 18, 2025

below its intrinsic value.

The actual amount, timing, and frequency of future dividends will be at the sole discretion of our Board of Directors and will be declared based upon various factors, many of which are beyond our control.

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We have on file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-4 registering shares of Class A common stock that we may issue in connection with the acquisition of wireless communication towers or antenna sites and related assets or companies who own wireless communication towers, antenna sites, or related assets.

three months ended March 31, 2025, we did not issue any shares of Class A common stock under this registration statement.

As of March 31, 2025, we had approximately 1.2 million shares of Class A common stock remaining under this registration statement.

During the six months ended June 30, 2025, we did not issue any shares of Class A common stock under this registration statement.

As of June 30, 2025, we had approximately 1.2 million shares of Class A common stock remaining under this registration statement.

We have on file with the Commission an automatic shelf registration statement for well-known seasoned issuers on Form S-3ASR, which enables us to issue shares of our Class A common stock, preferred stock, debt securities, warrants, or depositary shares as well as units that include any of these securities.

We will file a prospectus supplement containing the amount and type of securities each time we issue securities under our automatic shelf registration statement on Form S-3ASR.

During the three months ended March 31, 2025, we did not issue any securities under our automatic shelf registration statement.

During the six months ended June 30, 2025, we did not issue any securities under our automatic shelf registration statement.

Debt Instruments and Debt Service Requirements

Senior Credit Agreement

As of March 31, 2025, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.

As of June 30, 2025, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.

Revolving Credit Facility under the Senior Credit Agreement

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Interest Rate

March 31, 2025 (1)

March 31, 2025 (2)

June 30, 2025 (1)

June 30, 2025 (2)

Revolving Credit Facility

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(2) The rate reflected includes a 0.010% reduction in the applicable commitment fee as a result of meeting certain sustainability-linked targets as of December 31, 2024 .

The table below summarizes our Revolving Credit Facility activity during the three months ended March 31, 2025 and 2024:

The table below summarizes our Revolving Credit Facility activity during the three and six months ended June 30, 2025 and 2024:

For the three months

ended March 31,

For the six months

ended June 30,

(in thousands)

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Ending outstanding balance

Subsequent to March 31, 2025, we made no borrowings from the Revolving Credit Facility.

Subsequent to June 30, 2025, we borrowed $25.0 million and repaid $70.0 million under the Revolving Credit Facility, and as of the date of this filing, $35.0 million was outstanding.

Term Loan under the Senior Credit Agreement

2024 Term Loan

During the three months ended March 31, 2025, we repaid an aggregate of $5.75 million of principal on the 2024 Term Loan.

As of March 31, 2025, the 2024 Term Loan had a principal balance of $2.3 billion.

During the six months ended June 30, 2025, we repaid an aggregate of $5.75 million of principal on the 2024 Term Loan.

As of June 30, 2025, the 2024 Term Loan had a principal balance of $2.3 billion.

Secured Tower Revenue Securities

Tower Revenue Securities Terms

As of March 31, 2025, we, through the Trust, had issued and outstanding an aggregate of $7.2 billion of Secured Tower Revenue Securities (“Tower Securities”).

As of June 30, 2025, we, through the Trust, had issued and outstanding an aggregate of $7.2 billion of Secured Tower Revenue Securities (“Tower Securities”).

The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of certain of our subsidiaries that are borrowers on the mortgage loan (the “Borrowers”) under which there is a loan tranche for each Tower Security outstanding with the same interest rate and maturity date as the corresponding Tower Security.

The mortgage loan will be paid from the operating cash flows from the aggregate 9,514 tower sites owned by the Borrowers as of March 31, 2025.

The mortgage loan will be paid from the operating cash flows from the aggregate 9,510 tower sites owned by the Borrowers as of June 30, 2025.

The mortgage loan is secured by (1) mortgages, deeds of trust, and deeds to secure debt on a substantial portion of the tower sites, (2) a security interest in the tower sites and substantially all of the Borrowers’ personal property and fixtures, (3) the Borrowers’ rights under certain tenant leases, and (4) all of the proceeds of the foregoing.

For each calendar month, SBA Network Management, Inc., an indirect subsidiary (“Network Management”), is entitled to receive a management fee equal to 4.5% of the Borrowers’ operating revenues for the immediately preceding calendar month.

The table below sets forth the material terms of our outstanding Tower Securities as of March 31, 2025:

The table below sets forth the material terms of our outstanding Tower Securities as of June 30, 2025:

Amount Outstanding

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Risk Retention Tower Securities

The table below sets forth the material terms of our outstanding Risk Retention Tower Securities as of March 31, 2025:

The table below sets forth the material terms of our outstanding Risk Retention Tower Securities as of June 30, 2025:

Amount Outstanding

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Debt Covenants

As of March 31, 2025, the Borrowers met the debt service coverage ratio required by the mortgage loan agreement and were in compliance with all other covenants as set forth in the agreement.

The table below sets forth the material terms of our outstanding senior notes as of March 31, 2025:

As of June 30, 2025, the Borrowers met the debt service coverage ratio required by the mortgage loan agreement and were in compliance with all other covenants as set forth in the agreement.

The table below sets forth the material terms of our outstanding senior notes as of June 30, 2025:

Amount Outstanding

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We may redeem each of the senior notes during the time periods and at the redemption prices set forth in the indentures.

As of March 31, 2025, we believe that our cash on hand, capacity available under our Revolving Credit Facility, and cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months.

The following table illustrates our estimate of our debt service requirement over the next twelve months ended March 31, 2026 based on the amounts outstanding as of March 31, 2025 and the interest rates accruing on those amounts on such date:

As of June 30, 2025, we believe that our cash on hand, capacity available under our Revolving Credit Facility, and cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months.

The following table illustrates our estimate of our debt service requirement over the next twelve months ended June 30, 2026 based on the amounts outstanding as of June 30, 2025 and the interest rates accruing on those amounts on such date:

(in thousands)

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Total debt service for the next 12 months

(1) As of March 31, 2025, no amount was outstanding under the Revolving Credit Facility.

Subsequent to March 31, 2025, we made no borrowings under the Revolving Credit Facility.

(1) As of June 30, 2025, $80.0 million was outstanding under the Revolving Credit Facility.

Subsequent to June 30, 2025, we borrowed $25.0 million and repaid $70.0 million under the Revolving Credit Facility, and as of the date of this filing, $35.0 million was outstanding.

(2) Total debt service on the 2024 Term Loan (as amended on October 2, 2024) includes the impact of the interest rate swaps which collectively swap $2.0 billion of notional value accruing interest at Term SOFR plus 175 basis points for a blended all-in fixed rate of 5.165% .

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However, the impact of higher interest rates has impacted, and is expected to continue to impact, our growth rate and future operating results.

Higher interest rates have impacted, and are expected to continue to impact, the ability and willingness of wireless service providers to incur capital expenditures at prior levels to expand their networks, which could adversely affect our future revenue growth rates.

Higher interest rates have impacted, and are expected to continue to impact, the ability and willingness of wireless service providers to incur capital expenditures at prior levels

to expand their networks, which could adversely affect our future revenue growth rates.

In addition, increased interest rates may adversely affect our costs to refinance our indebtedness at maturity.

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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-Q

Item 2. Management’s Discussion and Analysis