What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-06 compared with 2025-08-07 · 186 added, 145 removed, 441 unchanged (43% of the section changed)

1 unchanged sentence

We are a leading independent owner and operator of wireless communications infrastructure, including tower structures, rooftops, and other structures that support antennas used for wireless communications, which we collectively refer to as “towers” or “sites.” Our principal operations are in the United States and its territories.

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

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

During the first quarter of 2025, we sold all of our towers and ended our operations in both the Philippines and Colombia and on October 15, 2025, we sold 365 of our towers held in Canada.

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 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.

As of September 30, 2025, we owned 44,581 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 June 30, 2025, no U.S.

As of September 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 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.

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

In addition, as of September 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.

14 unchanged sentences

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

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.

As of September 30, 2025, approximately 71% 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.

2 unchanged sentences

The ongoing maintenance requirements are typically minimal and include replacing lighting systems, painting a tower, or upgrading or repairing an access road or fencing.

In Ecuador, El Salvador, Guatemala, Nicaragua, and Panama, significantly all of our revenue, expenses, and capital expenditures arising from our activities are denominated in U.S.

I n Ecuador, El Salvador, Guatemala, Nicaragua, and Panama, significantly all of our revenue, expenses, and capital expenditures arising from our activities are denominated in U.S.

Specifically, most of our ground leases and other property interests, tenant leases, and tower-related expenses are paid in U.S.

In most of our Central American markets, our local currency obligations are principally limited to (1) permitting and other local fees, (2) utilities, and (3) taxes.

In Brazil, Canada, Chile, and South Africa, significantly all of our revenue, expenses, and capital expenditures, including tenant leases, ground leases and other property interests, and other tower-related expenses are denominated in local currency.

In Brazil, Chile, and South Africa, significantly all of our revenue, expenses, and capital expenditures, including tenant leases, ground leases and other property interests, and other tower-related expenses are denominated in local currency.

In Costa Rica, Peru, and Tanzania, our revenue, expenses, and capital expenditures, including tenant leases, ground leases and other property interests, and other tower-related expenses are denominated in a mix of local currency and U.S.

2 unchanged sentences

For the three months ended

For the six months ended

For the nine months ended

Segment operating profit as a percentage of

September 30,

total operating profit

4 unchanged sentences

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 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.

During the remainder of 2025, we expect core site leasing revenue in 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 2025, and the revenues from towers expected to be acquired and built during the remainder of 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.

40 unchanged sentences

There can be no assurance that actual results will not differ from those estimates and such differences could be significant.

Verizon Master Lease Agreement

On October 30, 2025, we entered into a new 10-year agreement with Verizon (the “Verizon agreement”).

The Verizon agreement provides greater operational efficiencies for both companies helping support Verizon’s continued network modernization plans.

Additionally, the agreement provides commitments for growth through new deployments across our tower portfolio over the term of the agreement.

RESULTS OF OPERATIONS

2 unchanged sentences

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

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

Revenues and Segment Operating Profit:

For the three months ended

September 30,

Currency Impact

12 unchanged sentences

Site development

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.

Domestic site leasing revenues increased $5.4 million for the three months ended September 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 45 towers acquired and 34 towers built since July 1, 2024, partially offset by Sprint and other lease non-renewals and a decrease in non-cash straight line revenue.

International site leasing revenues increased $25.3 million for the three months ended September 30, 2025, as compared to the prior year.

On a constant currency basis, international site leasing revenues increased $22.3 million.

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.

This change was primarily due to (1) revenues from 5,133 towers acquired (including 5,090 towers under the deal with Millicom) and 584 towers built since July 1, 2024, (2) organic site leasing growth from new leases, amendments, and contractual escalators, and (3) increases in non-cash straight line revenue and reimbursable pass-through expenses, partially offset by lease non-renewals and tower divestitures.

Site leasing revenue in Brazil represented 13.3% 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 $33.2 million for the three months ended June 30, 2025, as compared to the prior year, as a result of increased carrier activity.

Site development revenues increased $34.0 million for the three months ended September 30, 2025, as compared to the prior year, as a result of increased carrier activity.

Operating Profit

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.

Domestic site leasing segment operating profit increased $4.0 million for the three months ended September 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 July 1, 2024.

International site leasing segment operating profit increased $17.3 million for the three months ended September 30, 2025, as compared to the prior year.

On a constant currency basis, international site leasing segment operating profit increased $15.4 million.

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 .

Site development segment operating profit increased $3.9 million for the three months ended September 30, 2025, as compared to the prior year, as a result of increased carrier activity .

Selling, General, and Administrative Expenses:

For the three months ended

September 30,

Currency Impact

5 unchanged sentences

Site development

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

Selling, general, and administrative expenses increased $5.9 million for the three months ended September 30, 2025, as compared to the prior year.

On a constant currency basis, selling, general, and administrative expenses increased $5.6 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.

These changes were driven primarily by increases in personnel and other support related costs and non-cash compensation expense.

Asset Impairment and Decommission Costs:

For the three months ended

September 30,

Currency Impact

4 unchanged sentences

Total site leasing

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

Asset impairment and decommission costs increased $7.7 million for the three months ended September 30, 2025, as compared to the prior year.

On a constant currency basis, asset impairment and decommission costs increased $7.3 million.

2 unchanged sentences

For the three months ended

September 30,

Currency Impact

5 unchanged sentences

Site development

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

Depreciation, accretion, and amortization expense increased $13.4 million for the three months ended September 30, 2025, as compared to the prior year.

On a constant currency basis, depreciation, accretion, and amortization expense increased $12.9 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.

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

Operating Income (Expense):

For the three months ended

September 30,

Currency Impact

5 unchanged sentences

Site development

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 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.

Domestic site leasing operating income decreased $14.8 million for the three months ended September 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 increased $15.1 million for the three months ended September 30, 2025, as compared to the prior year.

On a constant currency basis, international site leasing operating income increased $14.3 million.

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

Site development operating income increased $3.3 million for the three months ended September 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 $5.0 million for the three months ended September 30, 2025, as compared to the prior year, primarily due to an increase in selling, general, and administrative expenses.

Other Income (Expense):

For the three months ended

September 30,

Currency Impact

5 unchanged sentences

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 .

Other income, net

Interest income decreased $1.5 million for the three months ended September 30, 2025, as compared to the prior year.

This change was primarily due to a decrease in interest received on a loan to an unconsolidated joint venture as the loan was repaid on March 21, 2025.

Interest expense increased $24.4 million for the three months ended September 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.

Non-cash interest expense decreased $6.6 million for the three months ended September 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.

Other income, net includes a $37.9 million gain on the remeasurement of U.S.

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

The prior year period included a $24.3 million gain on the remeasurement of U.S.

dollar denominated intercompany loans with foreign subsidiaries.

(P rovision) Benefit for Income Taxes:

P rovision for Income Taxes:

For the three months ended

September 30,

Currency Impact

1 unchanged sentence

(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.

Provision for income taxes

Provision for income taxes increased $6.3 million for the three months ended September 30, 2025, as compared to the prior year.

On a constant currency basis, provision for income taxes increased $2.1 million primarily due to increases in foreign deferred taxes and deferred withholding taxes, partially offset by a decrease in current domestic taxes.

For the three months ended

September 30,

Currency Impact

1 unchanged sentence

(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

Net income decreased $15.5 million for the three months ended September 30, 2025, as compared to the prior year.

On a constant currency basis, net income decreased $24.7 million.

This change was primarily due to increases in interest expense, other operating expense, net, and provision for income taxes and decreases in domestic site leasing operating income and interest income, partially offset by a decrease in non-cash interest expense and increases in international site leasing operating income, site development operating income, and other income, net.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Revenues and Segment Operating Profit:

For the six months ended

For the nine months ended

September 30,

Currency Impact

12 unchanged sentences

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.

Domestic site leasing revenues increased $11.5 million for the nine months ended September 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 45 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 increased $12.5 million for the nine months ended September 30, 2025, as compared to the prior year.

On a constant currency basis, international site leasing revenues increased $33.4 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.

This change was primarily due to (1) revenues from 5,246 towers acquired (including 5,090 towers under the deal with Millicom) and 749 towers built since January 1, 2024, (2) organic site leasing growth from new leases, amendments, and contractual escalators, and (3) increases in reimbursable pass-

through expenses and non-cash straight line revenue, partially offset by lease non-renewals and tower divestitures.

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

Site development revenues increased $85.6 million for the nine months ended September 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.

Domestic site leasing segment operating profit increased $3.9 million for the nine months ended September 30, 2025, as compared to the prior year.

This change was primarily due to higher domestic 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.

International site leasing segment operating profit increased $5.6 million for the nine months ended September 30, 2025, as compared to the prior year.

On a constant currency basis, international site leasing segment operating profit increased $20.8 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 .

Site development segment operating profit increased $14.1 million for the nine months ended September 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

For the nine months ended

September 30,

Currency Impact

5 unchanged sentences

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.

Selling, general, and administrative expenses increased $12.1 million for the nine months ended September 30, 2025, as compared to the prior year.

On a constant currency basis, selling, general, and administrative expenses increased $13.7 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.

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.

Acquisition and New Business Initiatives Related Adjustments and Expenses

For the nine months ended

September 30,

Currency Impact

Currency Change

(in thousands)

Domestic site leasing

International site leasing

Domestic acquisition and new business initiatives related adjustments and expenses increased $2.9 million for the nine months ended September 30, 2025, as compared to the prior year.

This change was primarily as a result of higher new business initiative activity and an increase in our third party acquisition and integration costs as compared to the prior year.

International acquisition and new business initiatives related adjustments and expenses decreased $3.9 million for the nine months ended September 30, 2025, as compared to the prior year.

On a constant currency basis, international acquisition and new business initiatives related adjustments and expenses decreased $3.8 million.

These changes were primarily as a result of a decrease in our third party acquisition and integration costs.

Asset Impairment and Decommission Costs:

For the six months ended

For the nine months ended

September 30,

Currency Impact

4 unchanged sentences

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.

Asset impairment and decommission costs increased $14.7 million for the nine months ended September 30, 2025, as compared to the prior year.

On a constant currency basis, asset impairment and decommission costs increased $16.7 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, partially offset by a decrease in tower and equipment related decommission costs.

These changes were 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:

For the six months ended

For the nine months ended

September 30,

Currency Impact

5 unchanged sentences

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.

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 $7.5 million for the nine months ended September 30, 2025, as compared to the prior year.

On a constant currency basis, depreciation, accretion, and amortization expense increased $11.3 million.

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

Operating Income (Expense):

For the six months ended

For the nine months ended

September 30,

Currency Impact

5 unchanged sentences

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.

Domestic site leasing operating income decreased $2.4 million for the nine months ended September 30, 2025, as compared to the prior year, primarily due to increases in asset impairment and decommission costs, acquisition and new business initiatives related adjustments and expenses, and depreciation, accretion, and amortization expense, partially offset by a decrease in selling, general, and administrative expenses and higher segment operating profit.

International site leasing operating income decreased $10.3 million for the nine months ended September 30, 2025, as compared to the prior year.

On a constant currency basis, international site leasing operating income decreased $2.8 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 .

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

Site development operating income increased $14.7 million for the nine months ended September 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 $11.6 million for the nine months ended September 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

For the nine months ended

September 30,

Currency Impact

7 unchanged sentences

Other income (expense), net

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

Interest income increased $3.1 million for the nine months ended September 30, 2025, as compared to the prior year.

On a constant currency basis, interest income increased $3.5 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 $29.9 million for the six months ended June 30, 2025, as compared to the prior year.

Interest expense increased $54.3 million for the nine months ended September 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 .

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

Non-cash interest expense decreased $12.6 million for the nine months ended September 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.

Loss from extinguishment of debt, net was $4.4 million for the nine months ended September 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 $137.8 million gain on the remeasurement of U.S.

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).

dollar denominated intercompany loans with foreign subsidiaries and a $18.3 million loss on sale of assets for the nine months ended September 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 $119.0 million loss on the remeasurement of U.S.

1 unchanged sentence

Provision for Income Taxes:

For the six months ended

For the nine months ended

September 30,

Currency Impact

2 unchanged sentences

Provision for income taxes

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

P rovision for income taxes increased $78.8 million for the nine months ended September 30, 2025, as compared to the prior year.

This change was primarily due to the impact of foreign currency exchange rates and increases in foreign deferred taxes and deferred withholding taxes.

For the nine months ended

September 30,

Currency Impact

1 unchanged sentence

(in thousands)

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.

Net income increased $114.1 million for the nine months ended September 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 the impact of foreign currency exchange rates, increases in site development segment operating income and interest income and decreases in non-cash interest expense, provision for income taxes, and loss from extinguishment of debt, partially offset by increases in interest expense and other operating expense and decreases in international site leasing operating income and domestic site leasing operating income.

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

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For the three months ended

September 30,

Currency Impact

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Non-cash compensation

Other (income) expense, net

Other income, net

Acquisition and new business initiatives

4 unchanged sentences

Depreciation, accretion, and amortization

Provision (benefit) for income taxes (2)

Provision for income taxes (2)

Adjusted EBITDA

For the six months ended

For the nine months ended

September 30,

Currency Impact

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

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

Adjusted EBITDA increased $20.7 million for the three months ended September 30, 2025, as compared to the prior year period.

On a constant currency basis, Adjusted EBITDA increased $19.0 million.

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.

These changes were primarily due to an increase 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 $21.0 million for the nine months ended September 30, 2025, as compared to the prior year period.

On a constant currency basis, Adjusted EBITDA increased $35.0 million.

LIQUIDITY AND CAPITAL RESOURCES

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Accordingly, our only source of cash to pay our obligations, other than financings, is distributions with respect to our ownership interest in our subsidiaries from the net earnings and cash flow generated by these subsidiaries.

Our capital allocation policy, which is built upon predictable strong cash flows, continues to prioritize opportunistically pursuing investment in quality assets that meet our return criteria while maintaining flexibility to continue our buyback program and increase our dividend growth over-time.

Based on our evaluation of market opportunities for portfolio growth and the current interest rate environment, we have also prioritized repayment of debt in the past few years which minimizes interest expense and supports AFFO per share growth and, we believe, creates a path for our move towards issuing investment grade debt.

Consequently, in the short-term, we will also focus on reducing our ratio of secured debt to unsecured debt as existing secured debt maturities come due or are within their par call window.

A summary of our cash flows is as follows:

For the six months ended June 30,

For the nine months ended September 30,

(in thousands)

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Operating Activities

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.

Cash provided by operating activities was $987.3 million for the nine months ended September 30, 2025 as compared to $1,024.7 million for the nine months ended September 30, 2024.

The decrease was primarily due to increases in net interest expense and cash selling, general, and administrative expenses, as well as increases in cash outflows associated with working capital changes related to the timing of customer payments.

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

Investing Activities

A detail of our investing activities is as follows:

For the six months ended June 30,

For the nine months ended September 30,

(in thousands)

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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.

(1) The nine months ended September 30, 2025 excludes 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 $9.7 million and $17.0 million spent to extend ground lease terms for the nine months ended September 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.

(“Millicom”) 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, 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 fourth quarter of 2025.

Subsequent to quarter end, we 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, we are under contract to purchase 78 communication sites for an aggregate consideration of $66.9 million in cash.

We anticipate that these acquisitions will be closed by the end of the first quarter of 2026.

For 2025, we expect to incur non-discretionary cash capital expenditures associated with tower maintenance and general corporate expenditures of $56.0 million to $60.0 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 $1,290.0 million to $1,300.0 million.

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A detail of our financing activities is as follows:

For the six months ended June 30,

For the nine months ended September 30,

(in thousands)

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

(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.

(2) During the nine months ended September 30, 2025, we purchased 1.4 million shares of our Class A common stock for $284.8 million at an average price per share of $208.61.

Amounts reflected in the table are based on the settlement date.

Subsequent to September 30, 2025, we purchased 210 thousand shares of our Class A common stock for $40.2 million at an average price per share of $191.21.

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:

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

Payable to Shareholders

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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, we declared the following cash dividends:

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

Payable to Shareholders

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Date to be Paid

August 3, 2025

August 21, 2025

September 18, 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.

November 2, 2025

November 13, 2025

December 11, 2025

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.

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.

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

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

During the nine months ended September 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 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

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

The table below summarizes our 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, 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.

Subsequent to September 30, 2025, we 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, 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.

During the three and nine months ended September 30, 2025, we 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

Tower Revenue Securities Terms

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”).

As of September 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 9,510 tower sites owned by the Borrowers as of June 30, 2025.

The mortgage loan will be paid from the operating cash flows from the aggregate 9,505 tower sites owned by the Borrowers as of September 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 June 30, 2025:

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

Amount Outstanding

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(1) Interest paid monthly.

(2) T he interest rate reflected is the all-in fixed rate which includes the impact of our treasury lock agreement entered on September 11, 2024.

(2) The interest rate reflected is the all-in fixed rate which includes the impact of the treasury lock agreement entered on September 11, 2024 which settled upon issuance of the notes.

The treasury lock agreement fixed 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

Risk Retention Tower Securities

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

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

Amount Outstanding

11 unchanged sentences

Debt Covenants

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:

As of September 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 September 30, 2025:

Amount Outstanding

8 unchanged sentences

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

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:

As of September 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 September 30, 2026 based on the amounts outstanding as of September 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 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.

(1) As of September 30, 2025, $280.0 million was outstanding under the Revolving Credit Facility.

Subsequent to September 30, 2025, we 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.

(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% .

1 unchanged sentence

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.

1 unchanged sentence

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