What changed in this filing

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Item 1. Financial Statements

2026-05-05 compared with 2025-11-06 · 125 added, 268 removed, 561 unchanged (41% 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, 106,063 shares and

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

105,666 shares issued and outstanding at March 31, 2026 and December 31, 2025,

Additional paid-in capital

12 unchanged sentences

For the three months

For the nine months

ended September 30,

ended March 31,

Site development

17 unchanged sentences

Amortization of deferred financing fees

Loss from extinguishment of debt, net

Other income (expense), net

Other income, net

Total other expense, net

1 unchanged sentence

Provision for income taxes

Net (income) loss attributable to noncontrolling interests

Net (gain) 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 $ 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.

(1) Includes non-cash compensation of $ 18,286 and $ 15,075 for the three months ended March 31, 2026 and 2025, respectively.

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

3 unchanged sentences

For the three months

For the nine months

ended September 30,

ended March 31,

Adjustments related to interest rate swaps

1 unchanged sentence

Comprehensive income

Comprehensive (income) loss attributable to noncontrolling interests

Comprehensive loss attributable to noncontrolling interests

Comprehensive income attributable to SBA

6 unchanged sentences

Shareholders'

BALANCE, June 30, 2025

( 7,251,106 )

( 4,938,895 )

Net income attributable to SBA

Communications Corporation

Common stock issued in connection with equity

awards and stock purchase plans, offset

by the impact of net share settlements

Non-cash stock compensation

Adjustments related to interest rate swaps

Repurchase and retirement of common stock

Foreign currency translation adjustments

attributable to SBA Communications

Dividends and dividend equivalents

on common stock

Adjustment to redemption amount related to

noncontrolling interests

BALANCE, September 30, 2025

( 7,284,980 )

( 4,933,983 )

Comprehensive

Shareholders'

BALANCE, December 31, 2025

15 unchanged sentences

noncontrolling interests

BALANCE, September 30, 2025

( 7,284,980 )

( 4,933,983 )

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(unaudited) (in thousands)

Comprehensive

Shareholders'

BALANCE, June 30, 2024

( 7,546,370 )

( 5,316,741 )

Net income attributable to SBA

Communications Corporation

Common stock issued in connection with equity

awards and stock purchase plans, offset

by the impact of net share settlements

Non-cash stock compensation

Adjustments related to interest rate swaps

Foreign currency translation adjustments

attributable to SBA Communications

Dividends and dividend equivalents

on common stock

Adjustment to redemption amount related to

noncontrolling interests

BALANCE, September 30, 2024

BALANCE, March 31, 2026

( 7,200,856 )

12 unchanged sentences

Adjustments related to interest rate swaps

Repurchase and retirement of common stock

Foreign currency translation adjustments

4 unchanged sentences

noncontrolling interests

BALANCE, September 30, 2024

BALANCE, March 31, 2025

( 7,226,216 )

4 unchanged sentences

(unaudited) (in thousands)

For the nine months ended September 30,

For the three months ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

1 unchanged sentence

Depreciation, accretion, and amortization

(Gain) loss on remeasurement of U.S.

Gain on remeasurement of U.S.

denominated intercompany loans

1 unchanged sentence

Non-cash asset impairment and decommission costs

Loss from extinguishment of debt, net

Deferred and non-cash income tax provision

14 unchanged sentences

Purchase of investments

( 1,204,628 )

Proceeds from sale of investments

Repayment (funding) of loan to unconsolidated joint venture

Repayment of loan from unconsolidated joint venture

Proceeds from sale of assets

Other investing activities

Net cash used in investing activities

Net cash (used in) provided by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

1 unchanged sentence

Repayments under Revolving Credit Facility

Proceeds from issuance of Term Loans, net of fees

Repayment of Term Loans

( 2,279,500 )

Repayment of Tower Securities

( 1,165,000 )

Repurchase and retirement of common stock

Payment of dividends on common stock

13 unchanged sentences

(unaudited) (in thousands)

For the nine months ended September 30,

For the three months ended March 31,

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

12 unchanged sentences

The results of operations for an interim period may not give a true indication of the results for the full year.

Certain reclassifications have been made to prior year amounts or balances to conform to the presentation adopted in the current year.

Use of Estimates

1 unchanged sentence

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, asset retirement obligations, and accounting for acquisitions of assets.

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.

7 unchanged sentences

dollars, are remeasured at exchange rates in effect at the balance sheet date, and revenues and expenses are remeasured at monthly average rates prevailing during the year.

Remeasurement gains and losses are reported as Other income (expense), net in the Consolidated Statements of Operations.

Remeasurement gains and losses are reported as Other income, net in the Consolidated Statements of Operations .

Intercompany Loans Subject to Remeasurement

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 $ 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.

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

The Company recorded a $ 10.1 million gain and a $ 36.0 million gain, net of taxes, on the remeasurement of intercompany loans for the three months ended March 31, 2026 and 2025, respectively.

During the three months ended March 31, 2026, the Company made no repayments under its intercompany loan agreements.

As of March 31, 2026 and December 31, 2025, the aggregate amount outstanding under the intercompany loan agreements subject to remeasurement with the Company’s foreign subsidiaries was $ 917.4 million and $ 917.3 million, respectively.

Accounting Standards Updates

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, requiring public business entities to provide improved income tax disclosures on an annual basis, primarily through enhanced disclosures related to rate reconciliation and income taxes paid information.

The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the effect of this standard on its consolidated financial statements and related disclosures.

Recently Adopted Accounting Pronouncements

In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software , modernizing the accounting for costs related to internal-use software.

The standard removed the development stage model and requires entities to begin capitalizing software costs when management authorizes and commits to funding the software project and when it is probable that the project will be completed and the software will be used for its intended purposes.

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

Early adoption is permitted.

The Company has elected to adopt the standard as of

January 1, 2026.

The adoption of the standard did not have a material impact on the Company’s consolidated financial statements and related disclosures.

Recently Issued Accounting Pronouncements Not Yet Adopted

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

15 unchanged sentences

For the three months

For the nine months

ended September 30,

ended March 31,

(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 $ 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’s long-term investments were $ 21.7 million and $ 21.1 million as of March 31, 2026 and December 31, 2025, respectively, and are recorded in Other assets on the Consolidated Balance Sheets.

The estimation of the fair value of its investments involves the use of Level 3 inputs.

The Company evaluates these investments for indicators of impairment.

The Company considers impairment indicators such as negative changes in industry and market conditions, financial performance, business prospects, and other relevant events and factors.

The estimation of the fair value of the investment involves the use of Level 3 inputs.

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 nine months ended September 30, 2025 and 2024.

The Company did no t recognize any impairment loss associated with its investments during the three months ended March 31, 2026 or 2025.

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 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.

As of March 31, 2026 and December 31, 2025, the Company had $ 112.1 million and $ 6.6 million of short-term investments, respectively.

For the three months ended March 31, 2026, the Company purchased $ 723.4 million and sold $ 618.0 million of short-term

For the three months ended March 31, 2025, the Company purchased $ 227.0 million and sold $ 415.8 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).

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

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 principal balances, fair values, and carrying values of the Company’s debt instruments.

For discussion of the Company’s derivatives and hedging activities, refer to Note 17.

1 unchanged sentence

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

September 30, 2025

March 31, 2026

December 31, 2025

14 unchanged sentences

All monies held by the indenture trustee are classified as restricted cash on the Company’s Consolidated Balance Sheets.

Additionally, securitization escrow accounts included $ 1.165 billion held as of December 31, 2024, which was utilized to repay the 2019-1C Tower Securities on January 15, 2025.

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

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.

Other restricted cash includes $ 47.0 million and $ 155.8 million of cash held by a qualified intermediary for the Company’s like-kind exchange transaction as of March 31, 2026 and December 31, 2025, respectively.

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 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.

As of March 31, 2026 and December 31, 2025, the Company had $ 43.3 million 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 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.

As of March 31, 2026 and December 31, 2025, the Company had pledged $ 3.0 million and $ 2.9 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:

September 30, 2025

March 31, 2026

December 31, 2025

4 unchanged sentences

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

September 30, 2025

March 31, 2026

December 31, 2025

3 unchanged sentences

uncompleted contracts (included in Other current liabilities)

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.

At March 31, 2026 and December 31, 2025, the two largest customers comprised 94.7 % and 95.4 %, 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:

September 30, 2025

March 31, 2026

December 31, 2025

1 unchanged sentence

Short-term investments

Assets held for sale (1)

Short-term loans receivable (1)

7 unchanged sentences

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

September 30, 2025

March 31, 2026

December 31, 2025

7 unchanged sentences

Total other assets

(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.

The funding of the loan and the receipt of funds were recorded in Repayment (funding) of loan to unconsolidated joint venture on the Consolidated Statements of Cash Flows.

(1) Short-term loans receivable includes a $ 56.6 million third-party loan that matures in November 2026 as of March 31, 2026 and December 31, 2025.

(2) 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 nine months

ended September 30,

(in thousands)

ended March 31,

Acquisitions of towers and related assets

1 unchanged sentence

Total cash acquisition capital expenditures

(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.

(1) Excludes $ 2.0 million and $ 3.2 million spent to extend ground lease terms for the three months ended March 31, 2026 and 2025, 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 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 nine months ended September 30, 2024, the Company acquired 179 towers and related assets and liabilities.

During the three months ended March 31, 2026, the Company acquired 10 towers and related assets and liabilities, as well as the rights to land underneath approximately 3,900 communication sites in Guatemala.

During the three months ended March 31, 2025, the Company acquired 344 towers and related assets and liabilities, including 321 sites related to the transaction with Millicom International Cellular S.A.

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

For the nine months

ended September 30,

For the three months

ended March 31,

(in thousands)

6 unchanged sentences

Total acquisitions of towers and related assets and liabilities

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.

During the three months ended March 31, 2026 , 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 March 31, 2026, there were no acquisitions with purchase price allocations that were preliminary.

As of the date of this filing, the Company, subsequent to quarter end, purchased or is under contract to purchase 56 communication sites for an aggregate consideration of $ 36.9 million in cash.

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

The maximum potential obligation related to contingent consideration for closed acquisitions was $ 63.2 million as of March 31, 2026 and December 31, 2025.

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:

September 30, 2025

March 31, 2026

December 31, 2025

11 unchanged sentences

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

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.

Depreciation expense was $ 36.0 million and $ 27.3 million for the three months ended March 31, 2026 and 2025, respectively.

At March 31, 2026 and December 31, 2025, unpaid capital expenditures that are included in accounts payable and accrued expenses were $ 11.2 million and $ 12.3 million, respectively.

INTANGIBLE ASSETS, NET

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

As of September 30, 2025

As of March 31, 2026

As of December 31, 2025

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 $ 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.

Amortization expense relating to the intangible assets above was $ 33.5 million and $ 26.8 million for the three months ended March 31, 2026 and 2025, respectively.

ACCRUED EXPENSES

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

September 30, 2025

March 31, 2026

December 31, 2025

6 unchanged sentences

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

September 30, 2025

March 31, 2026

December 31, 2025

11 unchanged sentences

2024-2C Tower Securities (1)

2020 Senior Notes

2 unchanged sentences

( 2,683,531 )

( 1,935,802 )

Total long-term debt, net of current maturities

(1) The maturity date represents the anticipated repayment date for each issuance.

(2) On January 15, 2025, the Company repaid the aggregate principal amount of the 2019-1C Tower Securities.

(2) On January 9, 2026, the Company repaid the aggregate principal amount of the 2020-1C Tower Securities using borrowings from the Revolving Credit Facility.

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

For the three months ended September 30,

For the nine months ended September 30,

September 30,

(in thousands)

For the three months ended March 31,

(in thousands)

1 unchanged sentence

2024 Term Loan (1)

2019-1C Tower Securities

7 unchanged sentences

2024-2C Tower Securities (2)

2020 Senior Notes

1 unchanged sentence

(1) The 2024 Term Loan has a blended rate of 5.194 %, 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 5.920 % as of September 30, 2025.

Excluding the impact of the interest rate swaps, the 2024 Term Loan was accruing interest at 5.420 % as of March 31, 2026.

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

3 unchanged sentences

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.

As of March 31, 2026, 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

September 30, 2025 (1)

September 30, 2025 (2)

March 31, 2026 (1)

March 31, 2026 (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, 2025.

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 nine months

ended September 30,

The table below summarizes the Company’s Revolving Credit Facility activity during the three months ended March 31, 2026 and 2025:

For the three

ended March 31,

(in thousands)

1 unchanged sentence

Ending outstanding balance

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.

Subsequent to March 31, 2026, the Company repaid $ 205.0 million under the Revolving Credit Facility, and as of the date of this filing, $ 1.1 billion was outstanding.

Term Loan under the Senior Credit Agreement

2024 Term Loan

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.

During the three months ended March 31, 2026, the Company repaid an aggregate of $ 5.8 million of principal on the 2024 Term Loan.

As of March 31, 2026, 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 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.

On January 9, 2026, the Company repaid the entire aggregate principal amount of the 2020-1C Tower Securities ($ 750.0 million) and on January 30, 2026, the Company repaid $ 39.5 million of the principal amount of the 2020-2R Tower Securities.

The remaining balance of the 2020-2R Tower Securities is $ 31.6 million.

As of March 31, 2026, 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 .

1 unchanged sentence

Common Stock Equivalents

The Company has outstanding stock options, time-based restricted stock units (“RSUs”), and performance-based restricted stock units (“PSUs”) which were considered in the Company’s diluted earnings per share calculation (see Note 15).

The Company has outstanding time-based restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”), and stock options which were considered in the Company’s diluted earnings per share calculation (see Note 15).

Stock Repurchases

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

This new plan authorizes the Company to purchase, from time to time, up to $ 1.5 billion of its outstanding Class A common stock through open market repurchases in compliance with Rule 10b-18 under the Exchange Act and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements and other factors.

Shares repurchased will be retired.

The new plan has no time deadline and will continue until otherwise modified or terminated by the Company’s Board of Directors at any time in its sole discretion.

As of the date of this filing, the Company had $ 1.3 billion of authorization remaining under the new plan.

The following is a summary of the Company’s share repurchases:

For the three months

For the nine months

ended September 30,

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

Average price per share (1)

Total purchase price (in millions) (1)

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

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

Average price per share (1)

Total purchase price (in millions) (1)

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

The Company’s Board of Directors authorizes the Company to purchase, from time to time, outstanding Class A common stock through open market repurchases in compliance with Rule 10b-18 under the Exchange Act, and/or in privately negotiated transactions at management’s discretion based on market and business conditions, applicable legal requirements, and other factors.

Once authorized, the repurchase plan has no time deadline and will continue until otherwise modified or terminated by the Company’s Board of Directors at any time in its sole discretion.

Shares repurchased are retired.

On April 27, 2025, the Company’s Board of Directors authorized a $ 1.5 billion share repurchase plan.

As of the date of this filing, the Company had $ 1.1 billion of authorization remaining under this plan.

For the three months ended March 31, 2026, the Company paid the following cash dividends:

Payable to Shareholders

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March 27, 2026

April 27, 2025

$ 119.4 million

June 17, 2025

August 3, 2025

August 21, 2025

$ 119.1 million

September 18, 2025

(1) Amount reflected includes the payment of $ 2.6 million in dividend equivalents.

Dividends paid in 2026 were ordinary taxable dividends.

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

Subsequent to March 31, 2026, the Company declared the following cash dividends:

Payable to Shareholders

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Date to be Paid

November 2, 2025

November 13, 2025

December 11, 2025

April 28, 2026

June 17, 2026

STOCK-BASED COMPENSATION

Stock Options

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

Exercise Price

Life (in years)

Intrinsic Value

Outstanding at December 31, 2024

Forfeited/canceled

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 nine months ended September 30, 2025:

The following table summarizes the Company’s RSU and PSU activity for the three months ended March 31, 2026:

Weighted-Average

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Forfeited/canceled

Outstanding at September 30, 2025

Outstanding at March 31, 2026

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

1 unchanged sentence

(2) PSU adjustment represents the net PSUs awarded above or below their target grants resulting from the achievement of performance targets established at the grant date.

Stock Options

The following table summarizes the Company’s activities with respect to its stock option plans for the three months ended March 31, 2026 as follows (dollars and shares in thousands, except for per share data):

Weighted-Average

Exercise Price

Life (in years)

Intrinsic Value

Outstanding at December 31, 2025

Outstanding at March 31, 2026

Exercisable at March 31, 2026

Unvested at March 31, 2026

The total intrinsic value for options exercised during the three months ended March 31, 2026 was $ 7.0 million.

The primary reason for the difference between the Company’s effective tax rate and the U.S.

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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.

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.

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

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

3 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 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.

As of March 31, 2026, the Company estimates the aggregate range of reasonably possible losses in excess of amounts accrued to be between zero and $ 114.1 million, excluding penalties and interest of $ 184.4 millio n.

The Company operates principally in two business segments:

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Domestic Site

For the three months ended September 30, 2025

(in thousands)

Cost of revenues (2)

Operating profit

Selling, general, and administrative expenses

Acquisition and new business initiatives

related adjustments and expenses

Asset impairment and decommission costs

Depreciation, amortization and accretion

Operating income (loss)

Other expense, net (principally interest

expense and other income)

Income before income taxes

Cash capital expenditures (3)

For the three months ended September 30, 2024

Cost of revenues (2)

Operating profit

Selling, general, and administrative expenses

Acquisition and new business initiatives

related adjustments and expenses

Asset impairment and decommission costs

Depreciation, amortization and accretion

Operating income (loss)

Other expense, net (principally interest

expense and other income)

Income before income taxes

Cash capital expenditures (3)

Domestic Site

For the nine months ended September 30, 2025

For the three months ended March 31, 2026

(in thousands)

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Cash capital expenditures (3)

For the nine months ended September 30, 2024

For the three months ended March 31, 2025

Cost of revenues (2)

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(in thousands)

As of September 30, 2025

As of March 31, 2026

As of December 31, 2025

(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.

(1) For the three months ended March 31, 2026 and 2025, site leasing revenue in Brazil was $ 88.9 million and $ 85.0 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.

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(4) Assets in Other consist primarily of general corporate assets and short-term investments.

Assets in Other for the period ended December 31, 2024 also includes $ 1.165 billion of cash held in escrow which was used to repay the 2019-1C Tower Securities.

Long-lived assets include property and equipment, net, intangible assets, net, operating lease right-of-use assets, net, and acquired and other right-of-use assets, net.

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

September 30, 2025

March 31, 2026

December 31, 2025

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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 nine months ended September 30, 2025 and 2024:

The following table sets forth basic and diluted net income per common share attributable to common shareholders for the three months ended March 31, 2026 and 2025:

For the three months

For the nine months

ended September 30,

(in thousands, except per share data)

ended March 31,

Net income attributable to SBA

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Communications Corporation:

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.

For the three months ended March 31, 2026 and 2025, the diluted weighted-average number of common shares outstanding excluded an immaterial number of shares issuable related to the Company’s RSUs, PSUs, and stock options 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 September 30, 2025 and December 31, 2024 are as follows:

September 30,

The components of redeemable noncontrolling interests as of March 31, 2026 and December 31, 2025 are as follows:

(in thousands)

Beginning balance

Net income (loss) attributable to noncontrolling interests

Net income attributable to noncontrolling interests

Foreign currency translation adjustments

Purchase of noncontrolling interests

Contribution from joint venture partner

Adjustment to redemption amount

2 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 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.

As of March 31, 2026, 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.

The treasury lock agreement was terminated and settled upon issuance of the 2024-2C Tower Securities, and the Company recognized an $ 8.2 million gain in other comprehensive income which is being amortized to interest expense over the life of the 2024-2C Tower Securities.

The treasury lock agreement was terminated and settled upon issuance of the 2024-2C Tower Securities, and the Company recognized an $ 8.2 million gain in other comprehensive income (loss) which is being amortized to interest expense over the life of the 2024-2C Tower Securities.

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 September 30, 2025, the hedges remain highly effective;

As of March 31, 2026, all 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 September 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 March 31, 2026 and December 31, 2025.

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 $ 1.5 million gain and a $ 50.9 million gain as of September 30, 2025 and December 31, 2024, respectively.

Accumulated other comprehensive loss, net includes an aggregate $ 10.1 million gain and a $ 1.0 million loss as of March 31, 2026 and December 31, 2025, 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 nine months ended September 30, 2025 and 2024.

For the three months

For the nine months

ended September 30,

ended March 31,

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