What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-05 · 235 added, 96 removed, 590 unchanged (36% of the section changed)

33 unchanged sentences

Common stock - Class A, par value $ 0.01 , 400,000 shares authorized, 106,088 shares and

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

105,666 shares issued and outstanding at June 30, 2026 and December 31, 2025,

Additional paid-in capital

12 unchanged sentences

For the three months

ended March 31,

For the six months

ended June 30,

Site development

21 unchanged sentences

Provision for income taxes

Net (gain) loss attributable to noncontrolling interests

Net 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 $ 18,286 and $ 15,075 for the three months ended March 31, 2026 and 2025, respectively.

(1) Includes non-cash compensation of $ 26,051 and $ 20,839 for the three months ended June 30, 2026 and 2025, respectively, and $ 44,337 and $ 35,914 for the six months ended June 30, 2026 and 2025, respectively.

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

3 unchanged sentences

For the three months

ended March 31,

For the six months

ended June 30,

Adjustments related to interest rate swaps

10 unchanged sentences

Shareholders'

BALANCE, March 31, 2026

( 7,200,856 )

( 4,751,645 )

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, June 30, 2026

( 7,135,584 )

( 4,629,854 )

Comprehensive

Shareholders'

BALANCE, December 31, 2025

15 unchanged sentences

noncontrolling interests

BALANCE, June 30, 2026

( 7,135,584 )

( 4,629,854 )

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(unaudited) (in thousands)

Comprehensive

Shareholders'

BALANCE, March 31, 2025

1 unchanged sentence

( 4,970,703 )

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, June 30, 2025

( 7,251,106 )

( 4,938,895 )

Comprehensive

10 unchanged sentences

Adjustments related to interest rate swaps

Repurchase and retirement of common stock

Foreign currency translation adjustments

4 unchanged sentences

noncontrolling interests

BALANCE, March 31, 2025

BALANCE, June 30, 2025

( 7,251,106 )

4 unchanged sentences

(unaudited) (in thousands)

For the three months ended March 31,

For the six months ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

21 unchanged sentences

Purchase of investments

( 1,252,128 )

Proceeds from sale of investments

2 unchanged sentences

Other investing activities

Net cash (used in) provided by investing activities

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

4 unchanged sentences

( 1,165,000 )

Repurchase and retirement of common stock

Payment of dividends on common stock

6 unchanged sentences

NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

( 1,100,134 )

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH:

5 unchanged sentences

(unaudited) (in thousands)

For the three months ended March 31,

For the six months ended June 30,

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

14 unchanged sentences

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.

The Company recorded a $ 8.0 million gain and a $ 30.4 million gain, net of taxes, on the remeasurement of intercompany loans for the three months ended June 30, 2026 and 2025, respectively, and an $ 18.1 million gain and a $ 66.3 million gain, net of taxes, on the remeasurement of intercompany loans for the six months ended June 30, 2026 and 2025, respectively.

During the six months ended June 30, 2026, the Company made no repayments under its intercompany loan agreements.

As of June 30, 2026 and December 31, 2025, the aggregate amount outstanding under the intercompany loan agreements subject to remeasurement with the Company’s foreign subsidiaries was $ 905.6 million and $ 917.3 million, respectively.

Subsequent to June 30, 2026, the Company made no repayments under its intercompany loan agreements.

Accounting Standards Updates

2 unchanged sentences

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 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 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.

17 unchanged sentences

For the three months

ended March 31,

For the six months

ended June 30,

(in thousands)

4 unchanged sentences

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

The Company’s long-term investments were $ 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 Company’s long-term investments were $ 22.8 million and $ 21.1 million as of June 30, 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.

2 unchanged sentences

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

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

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

June 30, 2026 and December 31, 2025, the Company had $ 28.9 million and $ 6.6 million of short-term investments, respectively.

For the six months ended June 30, 2026, the Company purchased $ 1,248.8 million and sold $ 1,226.6 million of short-term investments.

For the six months ended June 30, 2025, the Company purchased $ 432.9 million and sold $ 685.8 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).

The fair value of the Revolving Credit Facility was 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.

2 unchanged sentences

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

March 31, 2026

June 30, 2026

December 31, 2025

15 unchanged sentences

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

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.

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

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 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.

As of June 30, 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 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.

As of June 30, 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:

March 31, 2026

June 30, 2026

December 31, 2025

4 unchanged sentences

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

March 31, 2026

June 30, 2026

December 31, 2025

3 unchanged sentences

uncompleted contracts (included in Other current liabilities)

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.

At June 30, 2026 and December 31, 2025, the two largest customers comprised 94.4 % 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:

March 31, 2026

June 30, 2026

December 31, 2025

10 unchanged sentences

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

March 31, 2026

June 30, 2026

December 31, 2025

7 unchanged sentences

Total other assets

(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.

(1) Amounts as of June 30, 2026 and December 31, 2025 include a $ 56.6 million third-party loan that matures in November 2026.

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

1 unchanged sentence

For the three months

ended March 31,

For the six months

ended June 30,

(in thousands)

Acquisitions of towers and related assets

1 unchanged sentence

Total cash acquisition capital expenditures

(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.

(1) Excludes $ 4.3 million and $ 4.6 million spent to extend ground lease terms for the three months ended June 30, 2026 and 2025, respectively, and excludes $ 6.4 million and $ 7.8 million spent to extend ground lease terms for the six months ended June 30, 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 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.

During the six months ended June 30, 2026, the Company acquired 16 towers and related assets and liabilities, as well as the rights to land underneath approximately 3,900 communication sites in Guatemala.

During the six months ended June 30, 2025, the Company acquired 4,673 towers and related assets and liabilities, including 4,644 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 three months

ended March 31,

For the six months

ended June 30,

(in thousands)

6 unchanged sentences

Total acquisitions of towers and related assets and liabilities

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 six months ended June 30, 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 June 30, 2026, there were no acquisitions with purchase price allocations that were preliminary.

As of the date of this filing, the Company, subsequent to June 30, 2026, purchased or is under contract to purchase 58 communication sites for an aggregate consideration of $ 28.8 million in cash.

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

Certain of the Company’s closed acquisitions include contingent consideration arrangements that may require future cash payments to sellers if specified financial performance metrics are achieved.

Based on the Company’s current estimate, potential future cash payments under these arrangements were approximately $ 63.2 million as of both June 30, 2026 and December 31, 2025.

Actual payments, if any, will depend on future results and other factors and could differ materially from this estimate.

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

PROPERTY AND EQUIPMENT, NET

Property and equipment, net consists of the following:

March 31, 2026

June 30, 2026

December 31, 2025

11 unchanged sentences

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

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.

Depreciation expense was $ 34.5 million and $ 31.7 million for the three months ended June 30, 2026 and 2025, respectively, and $ 70.5 million and $ 59.0 million for the six months ended June 30, 2026 and 2025, respectively.

At June 30, 2026 and December 31, 2025, unpaid capital expenditures that are included in accounts payable and accrued expenses were $ 8.0 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 March 31, 2026

As of June 30, 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 $ 33.5 million and $ 26.8 million for the three months ended March 31, 2026 and 2025, respectively.

Amortization expense relating to the intangible assets above was $ 34.6 million and $ 27.1 million for the three months ended June 30, 2026 and 2025, respectively, and $ 68.1 million and $ 53.9 million for the six months ended June 30, 2026 and 2025, respectively.

ACCRUED EXPENSES

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

March 31, 2026

June 30, 2026

December 31, 2025

2 unchanged sentences

Real estate and property taxes

Unpaid capital expenditures

Acquisition related holdbacks

1 unchanged sentence

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

March 31, 2026

June 30, 2026

December 31, 2025

13 unchanged sentences

2021 Senior Notes

Total debt (1)

current maturities of long-term debt

2 unchanged sentences

Total long-term debt, net of current maturities

(1) On July 23, 2026, the Company issued the 2026-1 Senior Notes, the 2026-2 Senior Notes, and the 2026-3 Senior Notes (as defined below) accruing interest at a coupon rate of 4.875 %, 5.150 %, and 5.450 %, respectively.

Net proceeds from the offering were used to repay the aggregate principal amount outstanding on the Revolving Credit Facility, the 2024 Term Loan, and for general corporate purposes.

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

1 unchanged sentence

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

For the three months ended March 31,

For the three months ended June 30,

For the six months ended June 30,

(in thousands)

Revolving Credit Facility (1)

11 unchanged sentences

2021 Senior Notes

(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 5.420 % as of March 31, 2026.

(1) On July 23, 2026, the Company repaid the aggregate principal amount outstanding on the Revolving Credit Facility and the 2024 Term Loan.

(2) The 2024 Term Loan had a blended rate of 5.191 % as of June 30, 2026, which included the impact of the interest rate swaps.

Excluding the impact of the interest rate swaps, the 2024 Term Loan was accruing interest at 5.400 % as of June 30, 2026.

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

2 unchanged sentences

Refer to Note 17 for more information on the Company’s treasury lock agreement.

Investment Grade Senior Notes and Unsecured Revolving Credit Facility

On July 23, 2026, the Company issued an aggregate $ 3.5 billion of unsecured senior notes (“2026 Senior Notes”) in three tranches:

$ 1.35 billion of 4.875 % senior notes due January 15, 2030 (“2026-1 Senior Notes”) were issued at 99.333 % of par value, $ 1.35 billion of 5.150 % senior notes due July 15, 2031 (“2026-2 Senior Notes”) were issued at 99.086 % of par value, and $ 0.8 billion of 5.450 % senior notes due July 15, 2033 (“2026-3 Senior Notes”) were issued at 98.924 % of par value.

Interest on the 2026 Senior Notes is payable semi-annually beginning January 15, 2027.

The 2026 Senior Notes have a blended coupon rate of 5.113 % and a weighted average maturity of 4.9 years.

The Company incurred financing fees of $ 23.5 million in relation to this transaction, which will be amortized through the maturity of the 2026 Senior Notes.

Net proceeds from this offering were used to repay the aggregate principal amount outstanding on the Revolving Credit Facility ($ 1.0 billion), the 2024 Term Loan ($ 2.2 billion), and for general corporate purposes.

In connection with the repayments, the Company, subsequent to June 30, 2026, expensed $ 16.1 million of net deferred financing fees and $ 4.0 million of discount related to the Revolving Credit Facility and the 2024 Term Loan.

Concurrently with the issuance of the 2026 Senior Notes, the Company terminated its existing Senior Credit Agreement and entered into a new Senior Credit Agreement providing for an expanded $ 2.5 billion senior unsecured revolving credit facility (“2026 Revolving Credit Facility”) and requiring compliance with specific financial ratios.

The 2026 Revolving Credit Facility has a maturity date of July 23, 2031 .

Amounts borrowed under the 2026 Revolving Credit Facility accrue interest, at the Company’s election, at either (1) Term SOFR plus a margin that ranges from 75.0 basis points to 137.5 basis points or (2) the Base Rate plus a margin that ranges from 0.0 basis points to 37.5 basis points, in each case based on the Company’s credit ratings.

In addition, the Company is required to pay a commitment fee of between 0.08 % to 0.20 % per annum on the amount of unused commitments based on the Company’s credit ratings.

Based on the Company’s current credit ratings, borrowings under the 2026 Revolving Credit Facility accrue interest at Term SOFR plus 100.0 basis points and the Company is required to pay a commitment fee of 0.11 % per annum on the amount of unused commitments.

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

The key terms of the Revolving Credit Facility are as follows:

As of June 30, 2026, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.

Revolving Credit Facility

The key terms of the Revolving Credit Facility were as follows:

Interest Rate

March 31, 2026 (1)

March 31, 2026 (2)

Unused Commitment

June 30, 2026 (1)

June 30, 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 months ended March 31, 2026 and 2025:

For the three

ended March 31,

The table below summarizes the Company’s Revolving Credit Facility activity during the three and six months ended June 30, 2026 and 2025:

For the three months

For the six months

ended June 30,

(in thousands)

1 unchanged sentence

Ending outstanding balance

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

On July 23, 2026, the Company repaid the aggregate principal amount outstanding on the Revolving Credit Facility using proceeds from the issuance of the 2026 Senior Notes.

As of the date of this filing, there were no amounts outstanding under the 2026 Revolving Credit Facility.

2024 Term Loan

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.

During the three and six months ended June 30, 2026, the Company repaid an aggregate of $ 5.8 million and $ 11.5 million of principal on the 2024 Term Loan, respectively.

As of June 30, 2026, the 2024 Term Loan had a principal balance of $ 2.2 billion.

On July 23, 2026, the Company repaid the aggregate principal amount of the 2024 Term Loan using proceeds from the issuance of the 2026 Senior Notes.

Secured Tower Revenue Securities

1 unchanged sentence

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.

As of June 30, 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 .

8 unchanged sentences

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:

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

For the three months

For the six months

ended June 30,

Total number of shares purchased (in thousands) (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 six months ended June 30, 2026, the Company paid the following cash dividends:

Payable to Shareholders

7 unchanged sentences

March 27, 2026

April 28, 2026

$ 132.7 million

June 17, 2026

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

Dividends paid in 2026 were ordinary taxable dividends.

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

Subsequent to June 30, 2026, the Company declared the following cash dividends:

Payable to Shareholders

3 unchanged sentences

Date to be Paid

April 28, 2026

June 17, 2026

August 2, 2026

August 20, 2026

September 17, 2026

STOCK-BASED COMPENSATION

Restricted Stock Units and Performance-Based Restricted Stock Units

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

The following table summarizes the Company’s RSU and PSU activity for the six months ended June 30, 2026:

Weighted-Average

9 unchanged sentences

Forfeited/canceled

Outstanding at March 31, 2026

Outstanding at June 30, 2026

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

2 unchanged sentences

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):

The following table summarizes the Company’s activities with respect to its stock option plans for the six months ended June 30, 2026 as follows (dollars and shares in thousands, except for per share data):

Weighted-Average

3 unchanged sentences

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.

Outstanding at June 30, 2026

Exercisable at June 30, 2026

Unvested at June 30, 2026

The total intrinsic value for options exercised during the six months ended June 30, 2026 was $ 7.1 million.

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

24 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 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.

As of June 30, 2026, the Company estimates the aggregate range of reasonably possible losses in excess of amounts accrued to be between zero and $ 115.8 million, excluding penalties and interest of $ 194.3 millio n.

The Company operates principally in two business segments:

10 unchanged sentences

Domestic Site

For the three months ended March 31, 2026

For the three months ended June 30, 2026

(in thousands)

11 unchanged sentences

Cash capital expenditures (3)

For the three months ended March 31, 2025

For the three months ended June 30, 2025

Cost of revenues (2)

11 unchanged sentences

Domestic Site

For the six months ended June 30, 2026

(in thousands)

As of March 31, 2026

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 six months ended June 30, 2025

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

(in thousands)

As of June 30, 2026

As of December 31, 2025

(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.

(1) For the three months ended June 30, 2026 and 2025, site leasing revenue in Brazil was $ 96.3 million and $ 85.1 million, respectively.

For the six months ended June 30, 2026 and 2025, site leasing revenue in Brazil was $ 185.1 million and $ 170.1 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.

5 unchanged sentences

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

March 31, 2026

June 30, 2026

December 31, 2025

4 unchanged sentences

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

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

The following table sets forth basic and diluted net income per common share attributable to common shareholders for the three and six months ended June 30, 2026 and 2025:

For the three months

ended March 31,

For the six months

ended June 30,

(in thousands, except per share data)

Net income attributable to SBA

5 unchanged sentences

Communications Corporation:

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.

For the three and six months ended June 30, 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 March 31, 2026 and December 31, 2025 are as follows:

During the quarter ended June 30, 2026, the noncontrolling shareholder of one of the Company’s joint ventures noticed its intent to exercise its put option to sell its interest to the Company.

The components of redeemable noncontrolling interests as of June 30, 2026 and December 31, 2025 are as follows:

(in thousands)

7 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 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.

As of June 30, 2026, the Company had interest rate swap agreements (“existing interest rate swaps”) 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 June 30, 2026, all existing hedges were highly effective;

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

Subsequent to June 30, 2026, the Company de-designated its existing interest rate swaps in connection with the repayment of the 2024 Term Loan.

Upon de-designation, the Company recognized a gain of $ 21.2 million to Non-cash interest expense related to the life-to-date accumulated fair market value adjustments on the existing interest rate swaps which had been recorded in Accumulated other comprehensive loss, net.

Subsequent changes in fair value on the existing interest rate swaps will be recorded within Other income, net.

Additionally, subsequent to June 30, 2026, the Company entered into interest rate swap agreements (“2026 interest rate swaps”) on $ 2.0 billion of notional value whereby the Company is receiving a blended fixed rate of 4.000 % and paying one month Term SOFR per annum through April 11, 2028.

The 2026 interest rate swaps are intended to economically offset the impact of the de-designated interest rate swaps.

Cash flows from the existing interest rate swaps and the 2026 interest rate swaps will be recorded in Interest expense and changes in fair value on the swaps will be recorded within Other income, net.

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

1 unchanged sentence

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

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

The table below outlines the effects of the Company’s interest rate swaps on the Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025.

Fair Value as of

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Other long-term liabilities

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.

Accumulated other comprehensive loss, net includes an aggregate $ 22.5 million gain and a $ 1.0 million loss as of June 30, 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 months ended March 31, 2026 and 2025.

For the three months

ended March 31,

For the six months

ended June 30,

Cash Flow Hedge - Interest Rate Swap Agreement

7 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements