What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-07 · 145 added, 133 removed, 684 unchanged (29% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS (in thousands, except par values)

September 30,

Current assets:

29 unchanged sentences

Common stock - Class A, par value $ 0.01 , 400,000 shares authorized, 106,773 shares and

107,561 shares issued and outstanding at June 30, 2025 and December 31, 2024,

107,561 shares issued and outstanding at September 30, 2025 and December 31, 2024,

Additional paid-in capital

12 unchanged sentences

For the three months

For the six months

ended June 30,

For the nine months

ended September 30,

Site development

21 unchanged sentences

Income before income taxes

(Provision) benefit for income taxes

Net loss attributable to noncontrolling interests

Provision for income taxes

Net (income) loss attributable to noncontrolling interests

Net income attributable to SBA Communications

2 unchanged sentences

Weighted-average number of common shares

(1) Includes non-cash compensation of $ 20,839 and $ 17,872 for the three months ended June 30, 2025 and 2024, respectively, and $ 35,914 and $ 38,645 for the six months ended June 30, 2025 and 2024, respectively.

(1) Includes non-cash compensation of $ 18,655 and $ 15,732 for the three months ended September 30, 2025 and 2024, respectively, and $ 54,569 and $ 54,376 for the nine months ended September 30, 2025 and 2024, respectively.

The accompanying condensed notes are an integral part of these consolidated financial statements.

3 unchanged sentences

For the three months

For the six months

ended June 30,

For the nine months

ended September 30,

Adjustments related to interest rate swaps

1 unchanged sentence

Comprehensive income

Comprehensive loss attributable to noncontrolling interests

Comprehensive (income) loss attributable to noncontrolling interests

Comprehensive income attributable to SBA

6 unchanged sentences

Shareholders'

BALANCE, March 31, 2025

BALANCE, June 30, 2025

( 7,251,106 )

14 unchanged sentences

noncontrolling interests

BALANCE, June 30, 2025

BALANCE, September 30, 2025

( 7,284,980 )

19 unchanged sentences

noncontrolling interests

BALANCE, June 30, 2025

BALANCE, September 30, 2025

( 7,284,980 )

5 unchanged sentences

Shareholders'

BALANCE, March 31, 2024

BALANCE, June 30, 2024

( 7,546,370 )

7 unchanged sentences

Adjustments related to interest rate swaps

Repurchase and retirement of common stock

Foreign currency translation adjustments

4 unchanged sentences

noncontrolling interests

BALANCE, June 30, 2024

BALANCE, September 30, 2024

( 7,393,799 )

19 unchanged sentences

noncontrolling interests

BALANCE, June 30, 2024

BALANCE, September 30, 2024

( 7,393,799 )

4 unchanged sentences

(unaudited) (in thousands)

For the six months ended June 30,

For the nine months ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

6 unchanged sentences

Loss from extinguishment of debt, net

Deferred and non-cash income tax provision (benefit)

Deferred and non-cash income tax provision

Loss on sale of assets

13 unchanged sentences

Purchase of investments

( 1,204,628 )

Proceeds from sale of investments

20 unchanged sentences

NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

( 1,100,134 )

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH:

5 unchanged sentences

(unaudited) (in thousands)

For the six months ended June 30,

For the nine months ended September 30,

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

16 unchanged sentences

GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.

The significant estimates made by management relate to the allowance for doubtful accounts, the costs and revenue relating to the Company’s construction contracts, stock-based compensation assumptions, valuation allowance related to deferred tax assets, fair value of long-lived assets, the useful lives of towers and intangible assets, anticipated property tax assessments, incremental borrowing rate for lease accounting, fair value of investments, and asset retirement obligations.

Management develops estimates based on historical experience and on various assumptions about the future that are believed to be reasonable based on the information available.

10 unchanged sentences

In accordance with ASC 830, the Company remeasures foreign denominated intercompany loans with the corresponding change in the balance being recorded in Other income (expense), net in the Consolidated Statements of Operations as settlement is anticipated or planned in the foreseeable future.

The Company recorded a $ 30.4 million gain and a $ 66.2 million loss, net of taxes, on the remeasurement of intercompany loans for the three months ended June 30, 2025 and 2024, respectively, and a $ 66.3 million gain and a $ 94.7 million loss, net of taxes, on the remeasurement of intercompany loans for the six months ended June 30, 2025 and 2024, respectively.

During the six months ended June 30, 2025, the Company repaid $ 75.0 million under its intercompany loan agreements.

As of June 30, 2025 and December 31, 2024, the aggregate amount outstanding under the intercompany loan agreements subject to remeasurement with the Company’s foreign subsidiaries was $ 1.1 billion.

The Company recorded a $ 25.5 million gain and a $ 16.2 million gain, net of taxes, on the remeasurement of intercompany loans for the three months ended September 30, 2025 and 2024, respectively, and a $ 91.8 million gain and a $ 78.5 million loss, net of taxes, on the remeasurement of intercompany loans for the nine months ended September 30, 2025 and 2024, respectively.

During the nine months ended September 30, 2025, the Company repaid $ 125.0 million under its intercompany loan agreements.

As of September 30, 2025 and December 31, 2024, the aggregate amount outstanding under the intercompany loan agreements subject to remeasurement with the Company’s foreign subsidiaries was $ 1.0 billion and $ 1.1 billion, respectively.

Accounting Standards Updates

4 unchanged sentences

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, requiring improved expense

disclosures, in the notes to the financial statements, of public business entities to provide more detailed information about certain costs and expenses.

Disaggregation of Income Statement Expenses, requiring improved expense disclosures, in the notes to the financial statements, of public business entities to provide more detailed information about certain costs and expenses.

The standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

13 unchanged sentences

For the three months

For the six months

ended June 30,

For the nine months

ended September 30,

(in thousands)

4 unchanged sentences

(1) Represents impairment charges resulting from the Company’s regular analysis of whether the anticipated future cash flows from certain towers are sufficient to recover the carrying value of the investment in those towers .

The Company’s long-term investments were $ 16.0 million and $ 20.8 million as of June 30, 2025 and December 31, 2024, respectively, and are recorded in Other assets on the Consolidated Balance Sheets.

The Company’s long-term investments were $ 13.5 million and $ 20.8 million as of September 30, 2025 and December 31, 2024, respectively, and are recorded in Other assets on the Consolidated Balance Sheets.

The Company evaluates these investments for indicators of impairment.

2 unchanged sentences

If indicators exist and the fair value of the investment is less than the carrying amount, an impairment charge will be recorded.

The Company did no t recognize any impairment loss associated with its investments during the three or six months ended June 30, 2025 and 2024.

The Company did no t recognize any impairment loss associated with its investments during the three or nine months ended September 30, 2025 and 2024.

Fair Value of Financial Instruments — The carrying values of cash and cash equivalents, accounts receivable, restricted cash, accounts payable, and short-term investments approximate their estimated fair values due to the short maturity of these instruments.

The Company’s estimate of its short-term investments is based primarily upon Level 1 reported market values.

As of June 30, 2025 and December 31, 2024, the Company had $ 1.6 million and $ 254.5 million of short-term investments, respectively.

For the six months ended June 30, 2025, the Company purchased $ 432.9 million and sold $ 685.8 million of short-term investments.

For the six months ended June 30, 2024, the Company purchased $ 680.4 million and sold $ 651.0 million of short-term investments.

As of September 30, 2025 and December 31, 2024, the Company had $ 0.8 million and $ 254.5 million of short-term investments, respectively.

For the nine months ended September 30, 2025, the Company purchased $ 656.2 million and sold $ 909.9 million of short-term investments.

For the nine months ended September 30, 2024, the Company purchased $ 1,193.8 million and sold $ 1,178.6 million of short-term investments.

The Company determines fair value of its debt instruments utilizing various Level 2 sources including quoted prices and indicative quotes (non-binding quotes) from brokers that require judgment to interpret market information including implied credit spreads for similar borrowings on recent trades or bid/ask prices.

The fair value of the Revolving Credit Facility is considered to approximate the carrying value because the Company does not believe its credit risk has changed materially from the date the applicable Term SOFR Rate was set for the Revolving Credit Facility ( 112.5 to 150.0 basis points).

The fair value of the Revolving Credit Facility is considered to

approximate the carrying value because the Company does not believe its credit risk has changed materially from the date the applicable Term SOFR Rate was set for the Revolving Credit Facility ( 112.5 to 150.0 basis points).

Refer to Note 10 for the fair values, principal balances, and carrying values of the Company’s debt instruments.

2 unchanged sentences

The cash, cash equivalents, and restricted cash balances on the Consolidated Statements of Cash Flows consist of the following:

June 30, 2025

September 30, 2025

December 31, 2024

16 unchanged sentences

Payment and performance bonds relate primarily to collateral requirements for tower construction currently in process by the Company.

Other restricted cash includes $ 7.2 million and $ 6.4 million held in escrow as of June 30, 2025 and December 31, 2024, respectively, related to the Company’s acquisition activities.

Other restricted cash includes $ 7.6 million and $ 6.4 million held in escrow as of September 30, 2025 and December 31, 2024, respectively, related to the Company’s acquisition activities.

Cash is pledged as collateral related to surety bonds issued for the benefit of the Company or its affiliates in the ordinary course of business and primarily related to the Company’s tower removal obligations.

As of June 30, 2025 and December 31, 2024, the Company had $ 42.5 million in surety and payment and performance bonds for which no collateral was required to be posted.

As of September 30, 2025 and December 31, 2024, the Company had $ 42.4 million and $ 42.5 million, respectively, in surety and payment and performance bonds for which no collateral was required to be posted.

The Company periodically evaluates the collateral posted for its bonds to ensure that it meets the minimum requirements.

As of June 30, 2025 and December 31, 2024, the Company had pledged $ 2.9 million and $ 2.5 million, respectively, as collateral related to its workers’ compensation policy.

As of September 30, 2025 and December 31, 2024, the Company had pledged $ 2.9 million and $ 2.5 million, respectively, as collateral related to its workers’ compensation policy.

COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

The Company’s costs and estimated earnings on uncompleted contracts are comprised of the following:

June 30, 2025

September 30, 2025

December 31, 2024

4 unchanged sentences

These amounts are included in the Consolidated Balance Sheets under the following captions:

June 30, 2025

September 30, 2025

December 31, 2024

3 unchanged sentences

uncompleted contracts (included in Other current liabilities)

At June 30, 2025 and December 31, 2024, the two largest customers comprised 97.0 % and 89.0 %, respectively, of the costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings.

At September 30, 2025 and December 31, 2024, the two largest customers comprised 97.1 % and 89.0 %, respectively, of the costs and estimated earnings in excess of billings on uncompleted contracts, net of billings in excess of costs and estimated earnings on uncompleted contracts.

PREPAID EXPENSES AND OTHER CURRENT ASSETS AND OTHER ASSETS

The Company’s prepaid expenses and other current assets are comprised of the following:

June 30, 2025

September 30, 2025

December 31, 2024

1 unchanged sentence

Short-term investments

Assets held for sale (1)

Short-term loans receivable (2)

7 unchanged sentences

The Company’s other assets are comprised of the following:

June 30, 2025

September 30, 2025

December 31, 2024

7 unchanged sentences

Total other assets

(1) On March 17, 2023 (as amended through March 6, 2025), the Company entered into a loan with one of its unconsolidated joint ventures.

The total outstanding principal balance of the loan was $ 115.0 million as of December 31, 2024.

(1) Refer to Note 6 for more information on the Company’s assets held for sale.

(2) Short-term loans receivable for the period ended December 31, 2024 include a $ 115.0 million loan to one of the Company’s unconsolidated joint ventures.

The total outstanding principal balance of the loan was repaid on March 21, 2025.

1 unchanged sentence

(3) Refer to Note 17 for more information on the Company’s interest rate swaps.

ACQUISITIONS AND DISPOSALS

The following table summarizes the Company’s acquisition activity:

For the three months

For the six months

ended June 30,

For the nine months

ended September 30,

(in thousands)

2 unchanged sentences

Total cash acquisition capital expenditures

(1) Excludes $ 4.6 million and $ 3.7 million spent to extend ground lease terms for the three months ended June 30, 2025 and 2024, respectively, and 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.

(1) The three and nine months ended September 30, 2025 exclude a $ 139.6 million acquisition completed during the third quarter of 2025 which was not funded until the fourth quarter of 2025 and is recorded in Accounts payable on the Consolidated Balance Sheets as of September 30, 2025.

(2) Excludes $ 1.8 million and $ 7.7 million spent to extend ground lease terms for the three months ended September 30, 2025 and 2024, respectively, and excludes $ 9.7 million and $ 17.0 million spent to extend ground lease terms for the nine months ended September 30, 2025 and 2024, respectively.

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

During the six months ended June 30, 2025, the Company acquired 4,673 towers and related assets and liabilities, including 4,644 sites from the previously announced transaction with Millicom International Cellular S.A.

During the nine months ended September 30, 2025, the Company acquired 5,120 towers and related assets and liabilities, including 5,090 sites from the previously announced transaction with Millicom International Cellular S.A.

(“Millicom”).

During the six months

ended June 30, 2024, the Company acquired 128 towers and related assets and liabilities.

During the nine months ended September 30, 2024, the Company acquired 179 towers and related assets and liabilities.

The table below summarizes the Company’s acquisition of towers and related assets and liabilities, by asset class:

For the six months

ended June 30,

For the nine months

ended September 30,

(in thousands)

6 unchanged sentences

Total acquisitions of towers and related assets and liabilities

During the six months ended June 30, 2025 , the Company concluded that for each of its acquisitions, substantially all of the value of its tower acquisitions is concentrated in a group of similar identifiable assets .

As of June 30, 2025, there were no acquisitions with purchase price allocations that were preliminary other than for the acquisitions from the Millicom transaction.

As of the date of this filing, approximately 2,500 sites related to the Millicom transaction remain under contract for approximately $ 391.0 million in cash.

The remaining sites under contract have an estimated closing date of September 1, 2025;

however, the ultimate closing is dependent upon regulatory approvals and other requirements and may differ from this date.

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

The Company anticipates that these acquisitions will be closed by the end of the fourth quarter of 2025.

The maximum potential obligation related to contingent consideration for closed acquisitions was $ 40.1 million and $ 12.1 million as of June 30, 2025 and December 31, 2024, respectively.

During the nine months ended September 30, 2025 , the Company concluded that for each of its acquisitions, substantially all of the value of its tower acquisitions is concentrated in a group of similar identifiable assets .

As of September 30, 2025, there were no acquisitions with purchase price allocations that were preliminary other than for the acquisitions from the Millicom transaction.

Subsequent to quarter end, the Company closed on the 2,020 sites related to the Millicom transaction that were remaining under contract for approximately $ 217.4 million in cash.

As of the date of this filing, the Company is under contract to purchase 78 communication sites for an aggregate consideration of $ 66.9 million in cash.

The Company anticipates that these acquisitions will be closed by the end of the first quarter of 2026.

The maximum potential obligation related to contingent consideration for closed acquisitions was $ 47.5 million and $ 12.1 million as of September 30, 2025 and December 31, 2024, respectively.

No such amounts have been recorded on the Company’s Consolidated Balance Sheets.

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

Proceeds from the sale of these towers were $ 40.3 million and are included in Proceeds from sale of assets on the Consolidated Statements of Cash Flows.

The Company recorded an $ 18.0 million loss on the sale of these towers which is included in Other income (expense), net on the Consolidated Statements of Operations and in Loss on sale of assets on the Consolidated Statements of Cash Flows.

On October 15, 2025, the Company sold its 365 towers held in Canada for CAD$ 446.0 million.

Assets held for sale in the amount of $ 95.8 million were primarily comprised of $ 43.2 million of Property and equipment, net, $ 28.9 million of Operating lease

right-of-use assets, net, and $ 21.5 million of Intangible assets, net and are recorded with Prepaid expenses and other current assets on the Consolidated Balance Sheets as of September 30, 2025.

Liabilities held for sale in the amount of $ 42.5 million were primarily comprised of $ 26.0 million of long-term lease liabilities, $ 12.1 million of Other long-term liabilities, and $ 3.1 million of Current lease liabilities and are recorded within Other current liabilities on the Consolidated Balance Sheets as of September 30, 2025.

These amounts were all included as part of the International site leasing segment as of September 30, 2025 .

PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:

June 30, 2025

September 30, 2025

December 31, 2024

11 unchanged sentences

(2) Includes amounts related to the Company’s data centers.

Depreciation expense was $ 31.7 million and $ 26.2 million for the three months ended June 30, 2025 and 2024, respectively, and $ 59.0 million and $ 63.6 million for the six months ended June 30, 2025 and 2024, respectively.

At June 30, 2025 and December 31, 2024, unpaid capital expenditures that are included in accounts payable and accrued expenses were $ 12.1 million and $ 14.6 million, respectively.

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

Proceeds from the sale of these towers were $ 40.3 million and are included in Proceeds from sale of assets on the Consolidated Statements of Cash Flows.

On July 21, 2025, the Company entered into an agreement to sell all of its 369 towers held in Canada for CAD$ 446.0 million.

This transaction is expected to close during the fourth quarter of 2025.

Depreciation expense was $ 35.7 million and $ 25.8 million for the three months ended September 30, 2025 and 2024, respectively, and $ 94.7 million and $ 89.4 million for the nine months ended September 30, 2025 and 2024, respectively.

At September 30, 2025 and December 31, 2024, unpaid capital expenditures that are included in accounts payable and accrued expenses were $ 11.3 million and $ 14.6 million, respectively.

INTANGIBLE ASSETS, NET

The following table provides the gross and net carrying amounts for each major class of intangible assets:

As of June 30, 2025

As of September 30, 2025

As of December 31, 2024

12 unchanged sentences

All intangible assets noted above are included in the Company’s site leasing segment.

Amortization expense relating to the intangible assets above was $ 27.1 million and $ 26.3 million for the three months ended June 30, 2025 and 2024, respectively and $ 53.9 million and $ 53.5 million for the six months ended June 30, 2025 and 2024, respectively.

Amortization expense relating to the intangible assets above was $ 29.6 million and $ 26.4 million for the three months ended September 30, 2025 and 2024, respectively and $ 83.5 million and $ 79.8 million for the nine months ended September 30, 2025 and 2024, respectively.

ACCRUED EXPENSES

The Company’s accrued expenses are comprised of the following:

June 30, 2025

September 30, 2025

December 31, 2024

6 unchanged sentences

The principal balances, fair values, and carrying values of debt consist of the following:

June 30, 2025

September 30, 2025

December 31, 2024

20 unchanged sentences

The table below reflects cash and non-cash interest expense amounts recognized by debt instrument for the periods presented:

For the three months ended June 30,

For the six months ended June 30,

For the three months ended September 30,

For the nine months ended September 30,

September 30,

(in thousands)

16 unchanged sentences

(1) The 2024 Term Loan has a blended rate of 5.253 %, which includes the impact of the interest rate swaps.

Excluding the impact of the interest rate swaps, the 2024 Term Loan was accruing interest at 6.080 % as of June 30, 2025.

Excluding the impact of the interest rate swaps, the 2024 Term Loan was accruing interest at 5.920 % as of September 30, 2025.

Refer to Note 17 for more information on the Company’s interest rate swaps .

(2) The 2024-2C Tower Securities has an all-in fixed rate of 4.654 %, which includes the impact of the Company’s treasury lock agreement.

(2) The 2024-2C Tower Securities has an all-in fixed rate of 4.654 %, which includes the impact of the Company’s treasury lock agreement which settled upon issuance of the notes.

Excluding the impact of the treasury lock agreement, the 2024-2C Tower Securities accrues interest at 5.115 %.

1 unchanged sentence

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.

As of September 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

1 unchanged sentence

Interest Rate

June 30, 2025 (1)

June 30, 2025 (2)

September 30, 2025 (1)

September 30, 2025 (2)

Revolving Credit Facility

1 unchanged sentence

(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 the Company’s Revolving Credit Facility activity during the three and six months ended June 30, 2025 and 2024:

The table below summarizes the Company’s Revolving Credit Facility activity during the three and nine months ended September 30, 2025 and 2024:

For the three months

For the six months

ended June 30,

For the nine months

ended September 30,

(in thousands)

1 unchanged sentence

Ending outstanding balance

Subsequent to June 30, 2025, the Company 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.

Subsequent to September 30, 2025, the Company borrowed $ 165.0 million and repaid $ 60.0 million under the Revolving Credit Facility, and as of the date of this filing, $ 385.0 million was outstanding.

Term Loan under the Senior Credit Agreement

2024 Term Loan

During the six months ended June 30, 2025, the Company 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.

During the three and nine months ended September 30, 2025, the Company repaid an aggregate of $ 11.5 million and $ 17.3 million of principal on the 2024 Term Loan, respectively.

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

Secured Tower Revenue Securities

On January 15, 2025, the Company repaid the entire aggregate principal amount of the 2019-1C Tower Securities ($ 1,165.0 million) and the 2019-1R Tower Securities ($ 61.4 million).

As of June 30, 2025, the entities that are borrowers on the mortgage loan (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.

As of September 30, 2025, the entities that are borrowers on the mortgage loan (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 sole asset of the Trust consists of a non-recourse mortgage loan made in favor of the Borrowers .

10 unchanged sentences

For the three months

For the six months

ended June 30,

For the nine months

ended September 30,

Total number of shares purchased (in millions) (1)

1 unchanged sentence

Total purchase price (in millions) (1)

Subsequent to June 30, 2025, the Company made the following share repurchases:

Subsequent to September 30, 2025, the Company made the following share repurchases:

Total number of shares purchased (in millions) (1)

2 unchanged sentences

(1) Amounts reflected are based on the trade date and may differ from the Consolidated Statements of Cash Flows which reflects share repurchases based on the settlement date.

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

For the nine months ended September 30, 2025, the Company paid the following cash dividends:

Payable to Shareholders

10 unchanged sentences

June 17, 2025

August 3, 2025

August 21, 2025

$ 119.1 million

September 18, 2025

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

Dividends paid in 2025 were ordinary taxable dividends.

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

Subsequent to September 30, 2025, the Company declared the following cash dividends:

Payable to Shareholders

3 unchanged sentences

Date to be Paid

August 3, 2025

August 21, 2025

September 18, 2025

November 2, 2025

November 13, 2025

December 11, 2025

STOCK-BASED COMPENSATION

Stock Options

The following table summarizes the Company’s activities with respect to its stock option plans for the six months ended June 30, 2025 as follows (dollars and shares in thousands, except for per share data):

The following table summarizes the Company’s activities with respect to its stock option plans for the nine months ended September 30, 2025 as follows (dollars and shares in thousands, except for per share data):

Weighted-Average

4 unchanged sentences

Forfeited/canceled

Outstanding at June 30, 2025

Exercisable at June 30, 2025

Unvested at June 30, 2025

The total intrinsic value for options exercised during the six months ended June 30, 2025 was $ 27.1 million.

Outstanding at September 30, 2025

Exercisable at September 30, 2025

Unvested at September 30, 2025

The total intrinsic value for options exercised during the nine months ended September 30, 2025 was $ 27.3 million.

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, 2025:

The following table summarizes the Company’s RSU and PSU activity for the nine months ended September 30, 2025:

Weighted-Average

9 unchanged sentences

Forfeited/canceled

Outstanding at June 30, 2025

Outstanding at September 30, 2025

(1) PSUs represent the target number of shares granted that are issuable at the end of the three year performance period.

21 unchanged sentences

In connection with a current assessment in Brazil, the taxing authorities have issued income tax deficiencies related to purchase accounting adjustments for tax years 2017 through 2020.

The Company disagrees with the assessment and has filed an appeal with the higher appellate taxing authorities.

In addition, the taxing authorities have issued income tax deficiencies related to the deductibility of foreign exchange losses on our intercompany loan for the 2020 tax year.

The Company disagrees with these assessments and is appealing with the higher appellate taxing authorities.

The Company estimates that there is a more likely than not probability that the Company’s position will be sustained upon appeal.

2 unchanged sentences

There can be no assurance that these matters will be resolved in the Company’s favor, and an adverse outcome, or any future tax examinations involving similar assertions, could have a material effect on the Company’s results of operations or cash flows in any one period.

As of June 30, 2025, the Company estimates the aggregate range of reasonably possible losses in excess of amounts accrued to be between zero and $ 55.2 million, excluding penalties and interest of $ 75.6 millio n.

As of the date of this filing, the Company

estimates the aggregate range of reasonably possible losses in excess of amounts accrued to be between zero and $ 112.5 million, excluding penalties and interest of $ 186.5 millio n.

The Company operates principally in two business segments:

10 unchanged sentences

Domestic Site

For the three months ended June 30, 2025

For the three months ended September 30, 2025

(in thousands)

11 unchanged sentences

Cash capital expenditures (3)

For the three months ended June 30, 2024

For the three months ended September 30, 2024

Cost of revenues (2)

11 unchanged sentences

Domestic Site

For the six months ended June 30, 2025

For the nine months ended September 30, 2025

(in thousands)

11 unchanged sentences

Cash capital expenditures (3)

For the six months ended June 30, 2024

For the nine months ended September 30, 2024

Cost of revenues (2)

12 unchanged sentences

(in thousands)

As of June 30, 2025

As of September 30, 2025

As of December 31, 2024

(1) For the three months ended June 30, 2025 and 2024, site leasing revenue in Brazil was $ 85.1 million and $ 93.1 million, respectively.

For the six months ended June 30, 2025 and 2024, site leasing revenue in Brazil was $ 170.1 million and $ 190.5 million, respectively.

(1) For the three months ended September 30, 2025 and 2024, site leasing revenue in Brazil was $ 87.3 million and $ 89.3 million, respectively.

For the nine months ended September 30, 2025 and 2024, site leasing revenue in Brazil was $ 257.4 million and $ 279.9 million, respectively.

Other than Brazil, no foreign country represented more than 5 % of the Company’s total site leasing revenue in any of the periods presented.

6 unchanged sentences

The Company’s long-lived assets by geographic areas representing more than 5% of the Company’s total long-lived assets is presented below:

June 30, 2025

September 30, 2025

December 31, 2024

4 unchanged sentences

Diluted earnings per share was calculated by dividing net income attributable to SBA Communications Corporation by the weighted-average number of shares of Class A common stock outstanding adjusted for any dilutive Class A common stock equivalents, including unvested RSUs, PSUs, and shares issuable upon exercise of stock options as determined under the “Treasury Stock” method .

The following table sets forth basic and diluted net income per common share attributable to common shareholders for the three and six months ended June 30, 2025 and 2024:

The following table sets forth basic and diluted net income per common share attributable to common shareholders for the three and nine months ended September 30, 2025 and 2024:

For the three months

For the six months

ended June 30,

For the nine months

ended September 30,

(in thousands, except per share data)

6 unchanged sentences

Communications Corporation:

For the three and six months ended June 30, 2025 and 2024, the diluted weighted-average number of common shares outstanding excluded an immaterial number of shares issuable related to the Company’s stock options, RSUs, and PSUs because the impact would be anti-dilutive.

For the three and nine months ended September 30, 2025 and 2024, the diluted weighted-average number of common shares outstanding excluded an immaterial number of shares issuable related to the Company’s stock options, RSUs, and PSUs because the impact would be anti-dilutive.

REDEEMABLE NONCONTROLLING INTERESTS

3 unchanged sentences

The fair value of the redeemable noncontrolling interest is estimated using Level 3 inputs.

The components of redeemable noncontrolling interests as of June 30, 2025 and December 31, 2024 are as follows:

The components of redeemable noncontrolling interests as of September 30, 2025 and December 31, 2024 are as follows:

September 30,

(in thousands)

Beginning balance

Net loss attributable to noncontrolling interests

Net income (loss) attributable to noncontrolling interests

Foreign currency translation adjustments

5 unchanged sentences

The Company enters into interest rate swaps to hedge the future interest expense from variable rate debt and reduce the Company’s exposure to fluctuations in interest rates.

As of June 30, 2025, the Company has interest rate swap agreements on its 2024 Term Loan which swap $ 2.0 billion of notional value accruing interest at one month Term SOFR plus 175 basis points for a blended all-in fixed rate of 5.165 % per annum through April 11, 2028.

As of September 30, 2025, the Company has interest rate swap agreements on its 2024 Term Loan which swap $ 2.0 billion of notional value accruing interest at one month Term SOFR plus 175 basis points for a blended all-in fixed rate of 5.165 % per annum through April 11, 2028.

On September 11, 2024, the Company entered into a treasury lock agreement to fix the three-year treasury rate at 3.3985 % for $ 620.0 million of notional value related to the 2024-2C Tower Securities issued on October 11, 2024.

1 unchanged sentence

After consideration of the treasury lock agreement, the all-in fixed rate on the 2024-2C Tower Securities is 4.654 % per annum.

As of June 30, 2025, the hedges remain highly effective;

As of September 30, 2025, the hedges remain highly effective;

therefore, changes in fair value are recorded in Accumulated other comprehensive loss, net.

The table below outlines the effects of the Company’s interest rate swaps on the Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024.

The table below outlines the effects of the Company’s interest rate swaps on the Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024.

Fair Value as of

Balance Sheet

September 30,

Derivatives Designated as Hedging Instruments

3 unchanged sentences

Other long-term liabilities

Accumulated other comprehensive loss, net includes an aggregate $ 4.4 million gain and a $ 50.9 million gain as of June 30, 2025 and December 31, 2024, respectively.

Accumulated other comprehensive loss, net includes an aggregate $ 1.5 million gain and a $ 50.9 million gain as of September 30, 2025 and December 31, 2024, respectively.

The Company is exposed to counterparty credit risk to the extent that a counterparty fails to meet the terms of a contract.

1 unchanged sentence

The cash flows associated with these activities are reported in Net cash provided by operating activities on the Consolidated Statements of Cash Flows .

The table below outlines the effects of the Company’s derivatives on the Consolidated Statements of Operations and Consolidated Statements of Shareholders’ Deficit for the three and six months ended June 30, 2025 and 2024.

For the three months

For the six months

ended June 30,

For the nine months

ended September 30,

Cash Flow Hedge - Interest Rate Swap Agreement

7 unchanged sentences

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 1. Financial Statements