What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-08-06 compared with 2026-05-05 · 269 added, 91 removed, 347 unchanged (51% of the section changed)

2 unchanged sentences

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 98.5% of our total segment operating profit for the three months ended March 31, 2026.

Our primary business line is our site leasing business, which contributed 98.4% of our total segment operating profit for the six months ended June 30, 2026.

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

As of March 31, 2026, we owned 46,358 towers, a substantial portion of which have been built by us or built by other tower owners or operators who, like us, have built such towers to lease space to multiple wireless service providers.

As of June 30, 2026, we owned 46,390 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, and Africa.

As of March 31, 2026, no U.S.

As of June 30, 2026, no U.S.

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

state or territory accounted for more than 10% of our total revenues for the three months ended March 31, 2026.

In addition, as of March 31, 2026, approximately 30% and 10% of our total towers are located in Brazil and Guatemala, respectively, and no other international market (each country is considered a market) represented more than 5% of our total towers.

state or territory accounted for more than 10% of our total revenues for the six months ended June 30, 2026.

In addition, as of June 30, 2026, approximately 30% and 10% of our total towers are located in Brazil and Guatemala, respectively, and no other international market (each country is considered a market) represented more than 5% of our total towers.

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

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

As of March 31, 2026, 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 June 30, 2026, 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.

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For the three months ended

For the six months ended

Segment operating profit as a percentage of

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

During the remainder of 2026, we expect core leasing revenue to increase over 2025 levels, on a currency neutral basis, due in part to wireless carriers deploying additional capacity and increasing geographical coverage, the full year impact of towers acquired and built during 2025 and 2026, and the revenues from towers expected to be acquired and built during the remainder of 2026, partially offset by increased churn primarily driven by Sprint and EchoStar.

During the remainder of 2026, we expect core leasing revenue to increase over 2025 levels, on a currency neutral basis, due in part to contractual escalators and wireless carriers deploying additional capacity and increasing geographical coverage, the full year impact of towers acquired and built during 2025 and 2026, and the revenues from towers expected to be acquired and built during the remainder of 2026, partially offset by increased churn primarily driven by Sprint and EchoStar.

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

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Site Development

revenue and to capture ancillary revenues that are generated by our site leasing activities, such as antenna and equipment installation at our tower locations.

Our site development business, which is conducted in the United States only, is complementary to our site leasing business and provides us the ability to keep in close contact with the wireless service providers who generate substantially all of our site leasing revenue and to capture ancillary revenues that are generated by our site leasing activities, such as antenna and equipment installation at our tower locations.

Site development revenues are earned primarily from providing a full range of end-to-end services to wireless service providers or companies providing development or project management services to wireless service providers.

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Portfolio Growth.

We intend to continue to grow our asset portfolio, domestically and internationally, primarily through tower acquisitions to the extent that opportunities meet our internal return on invested capital criteria and through the construction of new towers.

We intend to continue to grow our asset portfolio, domestically and internationally, through tower acquisitions to the extent that opportunities meet our internal return on invested capital criteria and through the construction of new towers, especially in Central America pursuant to our build-to-suit agreement with Millicom International Cellular S.A.

(“Millicom”).

Stock Repurchase Program.

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This report presents our financial results and other financial metrics on a GAAP basis and, with respect to our international and consolidated results, after eliminating the impact of changes in foreign currency exchange rates.

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 realized and unrealized gains and losses on our intercompany loans.

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

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 realized and unrealized gains and losses on our intercompany loans

Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

Revenues and Segment Operating Profit:

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Site development

Domestic site leasing revenues decreased $10.7 million for the three months ended March 31, 2026, as compared to the prior year, primarily due to Sprint, EchoStar, and other lease non-renewals, partially offset by (1) organic site leasing growth from new leases, amendments, and contractual rent escalators and (2) revenues from 23 towers acquired and 31 towers built since January 1, 2025.

International site leasing revenues increased $50.6 million for the three months ended March 31, 2026, as compared to the prior year.

Domestic site leasing revenues decreased $17.4 million for the three months ended June 30, 2026, as compared to the prior year, primarily due to Sprint, EchoStar, and other lease non-renewals, partially offset by (1) organic site leasing growth from contractual rent escalators, new leases, and amendments and (2) revenues from 27 towers acquired and 39 towers built since April 1, 2025.

International site leasing revenues increased $49.5 million for the three months ended June 30, 2026, as compared to the prior year.

On a constant currency basis, international site leasing revenues increased $36.3 million.

These changes were primarily due to (1) revenues from 7,133 towers acquired (including 7,110 towers related to the Millicom transaction) and 525 towers built since January 1, 2025, (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.

These changes were primarily due to (1) revenues from 6,791 towers acquired (including 6,789 towers related to the Millicom transaction) and 559 towers built since April 1, 2025, (2) organic site leasing growth from contractual escalators, new leases, and amendments 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 14.5% 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 decreased $15.8 million for the three months ended June 30, 2026, as compared to the prior year, as a result of decreased carrier activity.

Operating Profit

Domestic site leasing segment operating profit decreased $13.0 million for the three months ended March 31, 2026, as compared to the prior year, primarily due to Sprint, EchoStar, and other lease non-renewals.

International site leasing segment operating profit increased $36.5 million for the three months ended March 31, 2026, as compared to the prior year.

Domestic site leasing segment operating profit decreased $19.4 million for the three months ended June 30, 2026, as compared to the prior year, primarily due to Sprint, EchoStar, and other lease non-renewals.

International site leasing segment operating profit increased $36.0 million for the three months ended June 30, 2026, as compared to the prior year.

On a constant currency basis, international site leasing segment operating profit increased $27.1 million.

These changes were primarily due to higher international site leasing revenues as noted above and the positive impact of our ground lease purchase program, partially offset by the incremental costs associated with towers acquired and built since January 1, 2025.

Site development segment operating profit decreased $2.0 million for the three months ended March 31, 2026, as compared to the prior year, as a result of an increase in construction costs and decreased carrier activity .

Site development segment operating profit decreased $4.2 million for the three months ended June 30, 2026, as compared to the prior year, as a result of decreased carrier activity and an increase in construction costs as a percentage of revenues.

Selling, General, and Administrative Expenses:

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Site development

Selling, general, and administrative expenses increased $4.3 million for the three months ended March 31, 2026, as compared to the prior year.

Selling, general, and administrative expenses increased $6.5 million for the three months ended June 30, 2026, as compared to the prior year.

On a constant currency basis, selling, general, and administrative expenses increased $5.5 million.

These changes were driven primarily by increases in non-cash compensation expense and personnel and other support related costs (as a result of our increased presence in certain markets and entrance into Honduras), partially offset by lower costs associated with our market divestitures since January 1, 2025 and a reduction in bad debt expense.

Asset Impairment and Decommission Costs:

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Site development

Domestic asset impairment and decommission costs increased $11.8 million for the three months ended March 31, 2026, as compared to the prior year.

This change was primarily as a result of increases 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 (due in part to Sprint related churn) and in tower and equipment related decommission costs.

International asset impairment and decommission costs decreased $19.2 million for the three months ended March 31, 2026, as compared to the prior year.

On a quarterly basis, we analyze whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers.

Based on this analysis, our impairment charges may vary from quarter to quarter.

Domestic asset impairment and decommission costs decreased $7.1 million for the three months ended June 30, 2026, as compared to the prior year.

This change was primarily as a result of our quarterly impairment analysis requiring a lower impairment than in the prior year period, partially offset by an increase in tower and equipment related decommission costs.

International asset impairment and decommission costs decreased $15.7 million for the three months ended June 30, 2026, as compared to the prior year.

On a constant currency basis, international asset impairment and decommission costs decreased $16.4 million.

These changes were primarily as a result of decreases 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 (primarily in Brazil) and in tower and equipment related decommission costs.

These changes were primarily as a result of our quarterly impairment analysis requiring a lower impairment than in the prior year period (primarily in Brazil) .

Depreciation, Accretion, and Amortization Expense:

7 unchanged sentences

Site development

Depreciation, accretion, and amortization expense increased $16.3 million for the three months ended March 31, 2026, as compared to the prior year.

Depreciation, accretion, and amortization expense increased $11.4 million for the three months ended June 30, 2026, as compared to the prior year.

On a constant currency basis, depreciation, accretion, and amortization expense increased $9.1 million.

These changes were primarily due to an increase in the number of towers we acquired and built since January 1, 2025 (including 7,110 towers acquired related to the Millicom transaction), 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 April 1, 2025, (including 6,789 towers acquired related to the Millicom transaction), partially offset by the impact of assets that became fully depreciated since the prior year period.

Operating Income (Expense):

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Site development

Domestic site leasing operating income decreased $25.7 million for the three months ended March 31, 2026, as compared to the prior year, primarily due to lower segment operating profit and an increase in asset impairment and decommission costs.

International site leasing operating income increased $38.2 million for the three months ended March 31, 2026, as compared to the prior year.

Domestic site leasing operating income decreased $15.3 million for the three months ended June 30, 2026, as compared to the prior year, primarily due to the factors described above.

International site leasing operating income increased $42.2 million for the three months ended June 30, 2026, as compared to the prior year.

On a constant currency basis, international site leasing operating income increased $37.3 million.

These changes were primarily due to higher segment operating profit and a decrease in asset impairment and decommission costs, partially offset by an increase in depreciation, accretion, and amortization expense.

Site development operating income decreased $2.6 million for the three months ended March 31, 2026, as compared to the prior year, primarily due to lower segment operating profit driven by an increase in construction costs and decreased carrier activity.

Other operating expense, net increased $1.9 million for the three months ended March 31, 2026, as compared to the prior year, primarily due to an increase in selling, general, and administrative expenses.

These changes were primarily due to the factors described above .

Site development operating income decreased $4.9 million for the three months ended June 30, 2026, as compared to the prior year, primarily due to the factors described above .

Other operating expense, net increased $4.9 million for the three months ended June 30, 2026, as compared to the prior year, primarily due to the factors described above .

Other Income (Expense):

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Other income, net

Interest income decreased $5.6 million for the three months ended March 31, 2026, as compared to the prior year.

Interest income decreased $2.5 million for the three months ended June 30, 2026, as compared to the prior year.

On a constant currency basis, interest income decreased $2.8 million.

These changes were primarily due to a lower amount of interest-bearing deposits held as compared to the prior year and 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 March 31, 2026, as compared to the prior year .

This change was primarily due a higher average principal amount of our 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 primarily due to the higher blended rate of the interest rate swap agreements which replaced the previous swap on March 31, 2025 and the impact from the repayment of the 2020-1C Tower Securities on January 9, 2026 using borrowings from the Revolving Credit Facility which accrue interest at a higher rate.

Non-cash interest expense decreased $7.6 million for the three months ended March 31, 2026, 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.

These changes were primarily due to a lower amount of interest-bearing deposits held as compared to the prior year.

Interest expense increased $8.1 million for the three months ended June 30, 2026, as compared to the prior year .

This change was primarily due to a higher average principal amount of our 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 primarily due to the impact from the repayment of the 2020-1C Tower Securities on January 9, 2026 using borrowings from the Revolving Credit Facility which accrued interest at a higher rate.

Other income, net includes a $12.0 million gain on the remeasurement of U.S.

dollar denominated intercompany loans with foreign subsidiaries for the three months ended March 31, 2026.

dollar denominated intercompany loans with foreign subsidiaries for the three months ended June 30, 2026.

The prior year period included a $45.3 million gain on the remeasurement of U.S.

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

dollar denominated intercompany loans with foreign subsidiaries.

P rovision for Income Taxes:

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Provision for income taxes

Provision for income taxes increased $9.1 million for the three months ended March 31, 2026, as compared to the prior year.

On a constant currency basis, provision for income taxes increased $20.0 million primarily due to increases in deferred withholding taxes and current taxes , partially offset by a decrease in foreign deferred taxes.

Provision for income taxes increased $0.9 million for the three months ended June 30, 2026, as compared to the prior year.

On a constant currency basis, provision for income taxes increased $12.1 million primarily due to an increase in withholding taxes, partially offset by a decrease in the tax effect of income before income taxes.

For the three months ended

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(in thousands)

Net income decreased $33.0 million for the three months ended March 31, 2026, as compared to the prior year.

Net income decreased $29.2 million for the three months ended June 30, 2026, as compared to the prior year.

On a constant currency basis, net income decreased $10.2 million.

These changes were primarily due to the factors as described above.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Revenues and Segment Operating Profit:

For the six months ended

Currency Impact

Currency Change

(in thousands)

Domestic site leasing

International site leasing

Site development

Cost of Revenues

Domestic site leasing

International site leasing

Site development

Operating Profit

Domestic site leasing

International site leasing

Site development

Domestic site leasing revenues decreased $28.1 million for the six months ended June 30, 2026, as compared to the prior year, primarily due to Sprint, EchoStar, and other lease non-renewals, partially offset by (1) organic site leasing growth from contractual escalators, new leases, and amendments and (2) revenues from 29 towers acquired and 41 towers built since January 1, 2025 .

International site leasing revenues increased $100.1 million for the six months ended June 30, 2026, as compared to the prior year.

On a constant currency basis, international site leasing revenues increased $74.7 million.

This change was primarily due to (1) revenues from 7,133 towers acquired (including 7,110 related to the Millicom transaction) and 624 towers built since January 1, 2025, (2) organic site leasing growth from contractual escalators, new leases, and amendments 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 14.0% 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 decreased $16.6 million for the six months ended June 30, 2026, as compared to the prior year, as a result of decreased carrier activity.

Operating Profit

Domestic site leasing segment operating profit decreased $32.4 million for the six months ended June 30, 2026, as compared to the prior year, primarily due to Sprint, EchoStar, and other lease non-renewals.

International site leasing segment operating profit increased $72.5 million for the six months ended June 30, 2026, as compared to the prior year.

On a constant currency basis, international site leasing segment operating profit increased $55.4 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 January 1, 2025.

Site development segment operating profit decreased $6.2 million for the six months ended June 30, 2026, as compared to the prior year, as a result of decreased carrier activity and an increase in construction costs as a percentage of revenues.

Selling, General, and Administrative Expenses:

For the six months ended

Currency Impact

Currency Change

(in thousands)

Domestic site leasing

International site leasing

Total site leasing

Site development

Selling, general, and administrative expenses increased $10.9 million for the six months ended June 30, 2026, as compared to the prior year.

On a constant currency basis, selling, general, and administrative expenses increased $8.9 million.

Asset Impairment and Decommission Costs:

For the six months ended

Currency Impact

Currency Change

(in thousands)

Domestic site leasing

International site leasing

Total site leasing

Site development

On a quarterly basis, we analyze whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers.

Based on this analysis, our impairment charges may vary from quarter to quarter.

Domestic asset impairment and decommission costs increased $4.7 million for the six months ended June 30, 2026, as compared to the prior year.

This change was primarily as a result of an increase in tower and equipment related decommission costs, partially offset by our quarterly impairment analysis requiring a lower impairment than in the prior year period.

International asset impairment and decommission costs decreased $34.9 million for the six months ended June 30, 2026, as compared to the prior year.

On a constant currency basis, international asset impairment and decommission costs decreased $35.8 million.

These changes were primarily as a result of our quarterly impairment analysis requiring a lower impairment than in the prior year period (primarily in Brazil) and a decrease in tower and equipment related decommission costs.

Depreciation, Accretion, and Amortization Expense:

For the six months ended

Currency Impact

Currency Change

(in thousands)

Domestic site leasing

International site leasing

Total site leasing

Site development

Depreciation, accretion, and amortization expense increased $27.7 million for the six months ended June 30, 2026, as compared to the prior year.

On a constant currency basis, depreciation, accretion, and amortization expense increased $23.2 million.

These changes were primarily due to an increase in the number of towers we acquired and built (including 7,110 towers acquired related to the Millicom transaction) since January 1, 2025, partially offset by the impact of assets that became fully depreciated since the prior year period.

Operating Income (Expense):

For the six months ended

Currency Impact

Currency Change

(in thousands)

Domestic site leasing

International site leasing

Total site leasing

Site development

Domestic site leasing operating income decreased $41.0 million for the six months ended June 30, 2026, as compared to the prior year, primarily due to the factors described above .

International site leasing operating income increased $80.3 million for the six months ended June 30, 2026, as compared to the prior year.

On a constant currency basis, international site leasing operating income increased $70.7 million.

These changes were primarily due to the factors described above .

Site development operating income decreased $7.5 million for the six months ended June 30, 2026, as compared to the prior year, primarily due to the factors described above .

Other operating expense, net increased $6.9 million for the six months ended June 30, 2026, as compared to the prior year, primarily due to the factors described above.

Other Income (Expense):

For the six months ended

Currency Impact

Currency Change

(in thousands)

Interest income

Interest expense

Non-cash interest expense

Amortization of deferred financing fees

Other income, net

Interest income decreased $8.1 million for the six months ended June 30, 2026, as compared to the prior year.

On a constant currency basis, interest income decreased $8.6 million.

Interest expense increased $32.5 million for the six months ended June 30, 2026, as compared to the prior year.

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

Non-cash interest expense decreased $6.3 million for the six months ended June 30, 2026, 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, net includes a $28.3 million gain on the remeasurement of U.S.

dollar denominated intercompany loans with foreign subsidiaries for the six months ended June 30, 2026.

The prior year period included a $99.9 million gain on the remeasurement of U.S.

dollar denominated intercompany loans with foreign subsidiaries and an $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).

Provision for Income Taxes:

For the six months ended

Currency Impact

Currency Change

(in thousands)

Provision for income taxes

P rovision for income taxes increased $10.0 million for the six months ended June 30, 2026, as compared to the prior year.

On a constant currency basis, provision for income taxes increased $32.1 million primarily due to an increase in withholding taxes, partially offset by a decrease in the tax effect of income before income taxes.

For the six months ended

Currency Impact

Currency Change

(in thousands)

Net income decreased $62.2 million for the six months ended June 30, 2026 , as compared to the prior year.

On a constant currency basis, net income decreased $2.3 million.

These changes were primarily due to the factors described above.

NON-GAAP FINANCIAL MEASURES

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In addition, Adjusted EBITDA is similar to the measure of current financial

performance generally used by our lenders to determine compliance with certain covenants under our Senior Credit Agreement and the indentures relating to the 2020 Senior Notes and 2021 Senior Notes.

performance generally used by our lenders to determine compliance with certain covenants under the existing Senior Credit Agreement, 2026 Senior Credit Agreement and the indentures relating to the 2020 Senior Notes, 2021 Senior Notes, and 2026 Senior Notes.

Adjusted EBITDA should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance.

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Adjusted EBITDA

For the six months ended

Currency Impact

Currency Change

(in thousands)

Non-cash straight-line leasing revenue

Non-cash straight-line ground lease expense

Non-cash compensation

Other income, net

Acquisition and new business initiatives

related adjustments and expenses

Asset impairment and decommission costs

Interest income

Interest expense (1)

Depreciation, accretion, and amortization

Provision for income taxes (2)

Adjusted EBITDA

(1) Total interest expense includes interest expense, non-cash interest expense, and amortization of deferred financing fees.

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

Adjusted EBITDA increased $18.1 million for the three months ended March 31, 2026, as compared to the prior year period.

Adjusted EBITDA increased $8.3 million for the three months ended June 30, 2026, as compared to the prior year period.

On a constant currency basis, Adjusted EBITDA remained flat.

These changes were primarily due to an increase in international site leasing segment operating profit, partially offset by decreases in domestic site leasing segment operating profit and site development segment operating profit.

Adjusted EBITDA increased $26.4 million for the six months ended June 30, 2026, as compared to the prior year period.

On a constant currency basis, Adjusted EBITDA increased $10.3 million.

LIQUIDITY AND CAPITAL RESOURCES

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A summary of our cash flows is as follows:

For the three months ended March 31,

For the six months ended June 30,

(in thousands)

Cash provided by operating activities

Cash (used in) provided by investing activities

Cash used in investing activities

Cash used in financing activities

4 unchanged sentences

Operating Activities

Cash provided by operating activities was $255.1 million for the three months ended March 31, 2026 as compared to $301.2 million for the three months ended March 31, 2025.

The decrease was primarily due to increases in cash outflows associated with working capital changes related to the timing of tax and customer payments, increases in interest expense and cash selling, general, and administrative expenses and decreases in domestic site leasing segment operating profit and site development segment operating profit.

The decrease was partially offset by increases in international site leasing segment operating profit.

Cash provided by operating activities was $662.3 million for the six months ended June 30, 2026 as compared to $669.3 million for the six months ended June 30, 2025.

The decrease was primarily due to increases in net interest expense and decreases in domestic site leasing segment operating profit and site development segment operating profit.

The decrease was partially offset by an increase in international site leasing segment operating profit and decreases in cash outflows associated with working capital changes related to the timing of tax and customer payments.

Investing Activities

A detail of our investing activities is as follows:

For the three months ended March 31,

For the six months ended June 30,

(in thousands)

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Other investing activities

Net cash (used in) provided by investing activities

(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.

Net cash used in investing activities

(1) During the six months ended June 30, 2026, we 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, we acquired 4,673 towers and related assets and liabilities, including 4,644 sites related to the Millicom transaction.

(2) 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.

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

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

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

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

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

For 2026, we expect to incur non-discretionary cash capital expenditures associated with tower maintenance and general corporate expenditures of $65.0 million to $75.0 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 $455.0 million to $475.0 million.

3 unchanged sentences

A detail of our financing activities is as follows:

For the three months ended March 31,

For the six months ended June 30,

(in thousands)

2 unchanged sentences

Repayment of Tower Securities (1)

Repurchase and retirement of common stock

Payment of dividends on common stock

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

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

For the six months ended June 30, 2026, we paid the following cash dividends:

Payable to Shareholders

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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, we declared the following cash dividends:

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

Payable to Shareholders

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Date to be Paid

April 28, 2026

June 17, 2026

August 2, 2026

August 20, 2026

September 17, 2026

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.

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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 three months ended March 31, 2026, we did not issue any shares of Class A common stock under this registration statement.

As of March 31, 2026, we had approximately 1.2 million shares of Class A common stock remaining under this registration statement.

During the six months ended June 30, 2026, we did not issue any shares of Class A common stock under this registration statement.

As of June 30, 2026, we had approximately 1.2 million shares of Class A common stock remaining under this registration statement.

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

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

During the three months ended March 31, 2026, we did not issue any securities under our automatic shelf registration statement.

During the six months ended June 30, 2026, we did not issue any securities under our automatic shelf registration statement.

On July 23, 2026, we issued the 2026 Senior Notes (as defined below) under our automatic shelf registration statement on Form S-3.

For more information, refer to "Debt Instruments and Debt Service Requirements" below.

Debt Instruments and Debt Service Requirements

Investment Grade Senior Notes and Unsecured Revolving Credit Facility

On July 23, 2026, we 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.

We 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, we, 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, we terminated our 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 our 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 our credit ratings.

In addition, we are required to pay a commitment fee of between 0.08% to 0.20% per annum on the amount of unused commitments based on our credit ratings.

Based on our current credit ratings, borrowings under the 2026 Revolving Credit Facility accrue interest at Term SOFR plus 100.0 basis points and we are 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

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(2) The rate reflected includes a 0.010% reduction in the applicable commitment fee as a result of meeting certain sustainability-linked targets as of December 31, 2025 .

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

For the three

ended March 31,

The table below summarizes our 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)

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Ending outstanding balance

Subsequent to March 31, 2026, we 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, we 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, we 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, we 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, we repaid the aggregate principal amount of the 2024 Term Loan using proceeds from the issuance of the 2026 Senior Notes.

Secured Tower Revenue Securities

Tower Revenue Securities Terms

As of March 31, 2026, we, through a New York common law trust (“the Trust”), had issued and outstanding an aggregate of $6.5 billion of Secured Tower Revenue Securities (“Tower Securities”).

As of June 30, 2026, we, through a New York common law trust (“the Trust”), had issued and outstanding an aggregate of $6.5 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 8,623 tower sites owned by the Borrowers as of March 31, 2026.

The mortgage loan will be paid from the operating cash flows from the aggregate 8,611 tower sites owned by the Borrowers as of June 30, 2026.

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.

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On January 9, 2026, we repaid the entire aggregate principal amount of the 2020-1C Tower Securities ($750.0 million) using borrowings from the Revolving Credit Facility.

The table below sets forth the material terms of our outstanding Tower Securities as of March 31, 2026:

The table below sets forth the material terms of our outstanding Tower Securities as of June 30, 2026:

Amount Outstanding

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Risk Retention Tower Securities

The table below sets forth the material terms of our outstanding Risk Retention Tower Securities as of March 31, 2026:

The table below sets forth the material terms of our outstanding Risk Retention Tower Securities as of June 30, 2026:

Amount Outstanding

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Debt Covenants

As of March 31, 2026, the Borrowers met the debt service coverage ratio required by the mortgage loan agreement and were in compliance with all other covenants as set forth in the agreement.

The table below sets forth the material terms of our outstanding senior notes as of March 31, 2026:

As of June 30, 2026, 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, 2026:

Amount Outstanding

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

As of March 31, 2026, we believe that our cash on hand, capacity available under our Revolving Credit Facility, and cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months.

The following table illustrates our estimate of our debt service requirement over the next twelve months ended March 31, 2027 based on the amounts outstanding as of March 31, 2026 and the interest rates accruing on those amounts on such date:

As of June 30, 2026, 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, 2027 based on the amounts outstanding as of June 30, 2026 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 (5)

(1) As of March 31, 2026, $1.3 billion was outstanding under the Revolving Credit Facility.

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

(1) As of June 30, 2026, $1.1 billion was outstanding under the Revolving Credit Facility.

On July 23, 2026, we repaid the aggregate principal amount outstanding on the Revolving Credit Facility, and entered into the 2026 Revolving Credit Facility.

This amount reflects the interest that would have been due throughout the twelve month period ended June 30, 2027 had the Revolving Credit Facility remained in place.

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

(2) Total debt service on the 2024 Term Loan reflects 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 .

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

On July 23, 2026, we repaid the aggregate principal amount of the 2024 Term Loan.

This amount reflects the interest that would have been due throughout the twelve month period ended June 30, 2027 had the 2024 Term Loan remained in place.

(3) Amount includes $1.165 billion of outstanding debt on the 2021-1C Tower Securities based on the anticipated repayment date of November 9, 2026;

however, we are not required to pay the balance until the final maturity date of May 9, 2051.

(4) Amount includes $895.0 million of outstanding debt on the 2021-2C Tower Securities based on the anticipated repayment date of April 9, 2027;

however, we are not required to pay the balance until the final maturity date of October 10, 2051.

(5) Our total debt service does not include any amounts from the 2026 Senior Notes.

Total debt service for the twelve months ended June 30, 2027 related to the 2026 Senior Notes is projected to be $89.5 million, which reflects semi-annual interest payments beginning January 15, 2027.

The impact of inflation on our operations has not been material to date.

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

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

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

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

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

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis