A Dark Vector Cognition product

Cover and table of contents

14K characters. Original on sec.gov · Markdown

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K


☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-16441


CCMasterbrand_Logo_BLACK copy.jpg

CROWN CASTLE INC.

(Exact name of registrant as specified in its charter)


Delaware76-0470458
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

8020 Katy Freeway, Houston, Texas 77024-1908

(Address of principal executive offices) (Zip Code)

(713) 570-3000

(Registrant's telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the ActTrading SymbolsName of Each Exchange on Which Registered
Common Stock, $0.01 par valueCCINew York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act: NONE.


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of a "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $44.7 billion as of June 30, 2025, the last business day of the registrant's most recently completed second fiscal quarter, based on the New York Stock Exchange closing price on that day of $102.73 per share.

Applicable Only to Corporate Registrants

As of February 19, 2026, there were 436,070,436 shares of common stock outstanding.

Documents Incorporated by Reference

The information required to be furnished pursuant to Part III of this Form 10-K will be set forth in, and incorporated by reference from, the registrant's definitive proxy statement for the annual meeting of stockholders ("2026 Proxy Statement"), which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year ended December 31, 2025.

CROWN CASTLE INC.

TABLE OF CONTENTS

Page
PART I
Item 1.Business4
Item 1A.Risk Factors12
Item 1B.Unresolved Staff Comments30
Item 1C.Cybersecurity30
Item 2.Properties31
Item 3.Legal Proceedings31
Item 4.Mine Safety Disclosures31
PART II
Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities32
Item 6.[Reserved]34
Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations34
Item 7A.Quantitative and Qualitative Disclosures About Market Risk53
Item 8.Financial Statements and Supplementary Data55
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure91
Item 9A.Controls and Procedures91
Item 9B.Other Information92
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections92
PART III
Item 10.Directors and Executive Officers of the Registrant93
Item 11.Executive Compensation93
Item 12.Security Ownership of Certain Beneficial Owners and Management93
Item 13.Certain Relationships and Related Transactions93
Item 14.Principal Accounting Fees and Services93
PART IV
Item 15.Exhibits, Financial Statement Schedules94
Item 16.Form 10-K Summary103
Signatures106

Cautionary Language Regarding Forward-Looking Statements

This Annual Report on Form 10-K ("2025 Form 10-K") contains forward-looking statements that are based on our management's expectations as of the filing date of this report with the Securities and Exchange Commission ("SEC"). Statements that are not historical facts are hereby identified as forward-looking statements. In addition, words such as "estimate," "anticipate," "will," "project," "plan," "intend," "believe," "expect," "likely," "predicted," "positioned," "continue," "seek," "focus" and any variations of these words and similar expressions are intended to identify forward-looking statements.

Examples of forward-looking statements include our full year 2026 outlook and plans, projections, expectations and estimates regarding (1) our strategy and the value of our business model, (2) demand for our towers, including factors driving such demand, (3) the growth potential of the U.S. market for towers, (4) demand for data and factors driving such demand, (5) tenants' investment to improve network quality and expand capacity, (6) our ability to service our debt and comply with debt covenants, (7) the level of commitment under our debt instruments, (8) our ability to remain qualified as a real estate investment trust ("REIT"), (9) site rental revenues, (10) our liquidity, including the sources and uses thereof, (11) impact from the Sprint cancellations (as defined below), (12) cash inflows and drivers of cash flow growth, (13) dividends and share repurchases, (14) discretionary and sustaining capital expenditures, including investments therein, (15) non-renewals, (16) our restructuring activities, including cost saving charges related thereto, and the timing of payments and actions associated therewith, (17) pending sale of our Fiber Business (as defined below), (18) our capital allocation framework, (19) maintenance of an

investment grade credit profile, and (20) the impact of the termination of our agreements with DISH. Dividends and the share repurchase program remain subject to the approval of our board directors, which has the discretion to determine whether to declare dividends or authorize a repurchase program and the amounts and timing of the dividends and share repurchase program.

Such forward-looking statements should, therefore, be considered in light of various risks, uncertainties and assumptions, including prevailing market conditions, risk factors described under "Item 1A. Risk Factors" herein and other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected.

Our filings with the SEC are available through the SEC website at www.sec.gov or through our investor relations website at investor.crowncastle.com. We use our investor relations website to disclose information about us that may be deemed to be material. We encourage investors, the media and others interested in us to visit our investor relations website from time to time to review up-to-date information or to sign up for e-mail alerts to be notified when new or updated information is posted on the site.

Interpretation

As used herein, the term "including," and any variation thereof, means "including without limitation." The use of the word "or" herein is not exclusive. Unless this 2025 Form 10-K indicates otherwise or the context otherwise requires, the terms, "we," "our," "our company," "the company" or "us" as used in this 2025 Form 10-K refer to Crown Castle Inc. and its predecessor (organized in 1995), as applicable, each a Delaware corporation (together, "CCI"), and their subsidiaries. Additionally, unless the context suggests otherwise, references to "U.S." are to the United States of America and Puerto Rico, collectively.

PART I

Next: Item 1. Business