Crown Castle (CCI) 10-K risk factor changes: FY2025 vs FY2024
The 2025-12-31 10-K against the 2024-12-31 one, compared heading by heading and sentence by sentence.
Item 1A56 rewritten37 added28 removed408 unchanged
All filing items1,004 rewritten454 added519 removed1,685 unchanged
Summary
counted, not written
- Item 1A lists 32 risk factor headings: 1 new, 1 reworded and 30 unchanged since FY2024. 1 heading from FY2024 no longer appears.
- Sentence by sentence, 454 added, 519 removed, 1,004 rewritten and 1,685 unchanged across 19 items that differ.
New Item 1A headings (1)
- If we do not continue to make appropriate investments in, and effectively implement and maintain, our information technology systems and digital capabilities, our business and operating results could be adversely affected.
Removed Item 1A headings (1)
- Our focus on and disclosure of our ESG position, metrics, strategy, goals and initiatives expose us to potential litigation or regulatory action and other adverse effects to our business.
Reworded Item 1A headings (1)
- Our Fiber business model contains certain differences from our Towers business model, resulting in different operational risks. If we do not successfully operate our Fiber business model or identify or manage the related operational
[removed: risks,][added: risks through the closing of the Strategic Fiber Transaction,] such operations may produce results that are lower than anticipated.
A heading is new when no FY2024 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2025; struck-through words were in FY2024. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
56 rewritten, 37 added, 28 removed, 408 unchanged
The following summarizes our material risk [removed: factors.][added: factors, including risk factors relating to our Fiber Business.]
If we do not successfully operate our Fiber business model or identify or manage the related operational [removed: risks,] [added: risks through the closing of the Strategic Fiber Transaction,] such operations may produce results that are lower than anticipated.
In addition to our three largest tenants, we also [removed: derive] [added: derived] a meaningful portion of our revenues and [added: previously] anticipated future growth from [removed: DISH Network Corporate ("DISH").][added: DISH.]
The loss of any one of our [added: three] largest [removed: tenants, including DISH,] [added: tenants] as a result of consolidation, merger, bankruptcy, insolvency, network sharing, roaming, joint development, resale agreements by our tenants or otherwise may result in (1) a material decrease in our revenues, (2) uncollectible account receivables, (3) an impairment of our deferred site rental receivables, communications infrastructure assets, or intangible assets (including goodwill), or (4) other adverse effects to our business.
[removed: We anticipate that this] [added: This] consolidation [removed: will result] [added: resulted] in approximately $200 million in Towers non-renewals in 2025, [removed: with] [added: and we anticipate] additional non-renewals from this agreement, which we expect to fall within our historical non-renewal range of 1% to 2% of Towers annual site rental revenues, to occur each year through 2034.
We expect an additional impact of approximately [removed: $45] [added: $40] million in aggregate Fiber non-renewals to occur in [removed: 2025] [added: 2026] and in subsequent [removed: years.][added: years, until the closing of the Strategic Fiber Transaction.]
Business—The Company"* and note [removed: 14] [added: 15] to our consolidated financial statements for further information regarding our largest tenants.
If we do not successfully operate our Fiber business model or identify or manage the related operational [removed: risks,] [added: risks through the closing of the Strategic Fiber Transaction,] such operations may produce results that are lower than anticipated.
- the use of [removed: CLEC] [added: competitive local exchange carrier ("CLEC")] status.
Additionally, a reduction in the amount or change in the mix of network investment by our tenants may materially and adversely affect our business (including reducing demand for our communications infrastructure or services.)*", [added: and note 3 to our consolidated financial statements,] for discussions of the Strategic Fiber [removed: Transaction and the potential impact to the growth of our Fiber segment as well as the previously announced small cell node cancellations.][added: Transaction.]
[removed: The quality of our performance on such construction projects depends in large part upon our ability to manage (1) the] associated tenant relationship and (2) the project itself by timely deploying and properly managing appropriate internal and external project resources.
We often experience unforeseen [removed: delays] [added: delays, primarily in our Fiber business,] from municipalities and utility companies that result in longer construction timelines than expected, which impact our ability to timely deliver on our projects.
In addition, other technologies, such as WiFi, [removed: blimps,] satellite (such as low earth orbiting) and mesh transmission systems [removed: may, in the future,] [added: may] serve as substitutes for, or alternatives to, leasing on communications infrastructure that might otherwise be anticipated or expected had such technologies not existed.
Approximately 10% of our towers [removed: site rental gross margin] [added: Adjusted Site Rental Gross Margin] for the year ended December 31, [removed: 2024] [added: 2025] was derived from towers where the leases for the land under such towers had final expiration dates of less than 10 years.
As of December 31, [removed: 2024,] [added: 2025,] approximately [removed: 54%] [added: 55%] of our towers were leased or subleased or operated and managed under master leases, subleases, or other agreements with AT&T and T-Mobile (including those which T-Mobile assumed in its merger [removed: with Sprint).]
Even if we do have available capital, we may choose not to exercise our [added: right to purchase these towers or some or all of the T-Mobile or AT&T towers for business or other reasons.]
Additional information concerning these towers and the applicable purchase options as of December 31, [removed: 2024] [added: 2025] is as follows:
- 22% of our towers are leased or subleased or operated and managed under a master lease or other related agreements with [removed: AT&T for a weighted-average initial term of approximately 28 years, weighted based on towers site rental gross margin.][added: AT&T.]
[removed: Approximately half of such towers have an initial term of 32 years (through May 2037), and] [added: In 2037,] we have the option to purchase [removed: in 2037] all (but not less than all) of [added: approximately half of] such leased and subleased towers from T-Mobile for approximately $2.3 billion.
We have the option to purchase [added: the remainder of] such towers from T-Mobile at the end of the respective terms for aggregate option payments of approximately $2.0 billion, which payments, if such option is exercised, would be due between 2035 and 2049.
We have the option to purchase these towers from AT&T at the end of their respective lease terms for aggregate option payments of up to approximately [removed: $385 million,] [added: $373 million as of December 31, 2025,] which payments, if such option is exercised, would be due prior to 2032 (less than [removed: $12] [added: $5] million would be due before 2029).
During both [removed: 2023] [added: 2024] and [removed: 2024,] [added: 2025,] due primarily to our discontinuation of installation services as a [removed: Towers] [added: towers] product offering previously announced in July 2023, services and other revenues decreased by [removed: 36%] [added: 54%] and [removed: 53%,] [added: 49%,] respectively, when compared to [removed: years] [added: year] ended December 31, [removed: 2022 and 2023, respectively.][added: 2023.]
See note [removed: 16] [added: 17] to our consolidated financial statements and *"Item 7.
[removed: In addition,] [added: Further,] our reliance on cloud- or internet-based services and on remote [added: access to information systems increases our exposure to potential cybersecurity incidents.]
In addition, our [removed: acquisitions,] [added: acquisitions and divestitures,] both past and future, may alter our potential exposure to the risks described above.
We could be negatively impacted by [removed: other] unforeseen events, such as extreme weather events or natural disasters (including as a result of any potential effects of climate change), or acts of vandalism.
Any such unforeseen events could, among other things, damage or delay deployment of our communications infrastructure, interrupt or delay service to our tenants or could result in legal claims or penalties, [added: regulatory action or fines,] disruption in operations, damage to our reputation, negative market perception, or costly response measures, which could adversely affect our business.
Schlanger would cease serving as our Executive Vice President [added: ("EVP")] and Chief Financial [removed: Officer,] [added: Officer ("CFO"),] effective March 2025.
The remaining payments for the office space consolidation will be completed [removed: in] [added: by] 2032.
[added: As a result, we announced a reduction of] our total employee headcount by more than 10% and the closing of certain offices.
The actions associated with the 2024 Restructuring Plan and related charges were substantially completed and recorded by December 31, 2024, while the payments [removed: are expected to be] [added: were substantially] completed for the employee headcount reduction in 2025 and [added: are expected to be completed for] office closures [removed: in] [added: by] 2033.
In [removed: addition,] [added: undertaking these actions] we may incur other charges or cash expenditures not [removed: currently] [added: initially] contemplated due to unanticipated events that may occur, including in connection with the execution of these actions.
We [removed: have made] [added: make] certain assumptions in estimating the anticipated savings we expect to achieve under [removed: the Restructuring Plans,] [added: these actions,] which include the estimated savings from the elimination of certain headcount and the consolidation and closure of office space.
In addition, our ability to realize the expected benefits from [removed: the Restructuring Plans] [added: these actions] is subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control.
As such, we may not realize, in full or in part, or sustain, the anticipated benefits from [removed: the Restructuring Plans] [added: these actions] or do so within the expected time frame, and anticipated benefits may not be adequate to meet our long-term profitability and operational expectations.
Furthermore, the [removed: Restructuring Plans] [added: actions] may result in unintended consequences, including:
If we experience any of these adverse consequences, the [removed: Restructuring Plans] [added: actions] and other strategic initiatives may not achieve or sustain their intended benefits, or the benefits, even if achieved, may not be adequate to meet our long-term profitability and operational expectations, which could adversely affect our business, results of operations and financial condition.
[removed: See "*—The pendency of the sale of our Fiber Business to Zayo and EQT may have an adverse effect on our business, results of operations, cash flows and financial position.*", "*—Completion of the Strategic Fiber Transaction is subject to the conditions contained in the Strategic Fiber Agreement, including regulatory approvals, which may not] [added: *not] be received, and separation of the Fiber Business from our current operations, and if these conditions are not satisfied or waived, the transaction will not be completed.*" and "*—The failure to complete the planned sale of the Fiber Business to Zayo and EQT could have a material and adverse effect on our business, results of operations, financial condition, cash flows, and stock price.*" for a discussion of the Strategic Fiber Transaction.
[added: Nonetheless, we may not be successful in engaging constructively with one or more stockholders, and any resulting activist campaign that contests, or seeks to change,] our strategic direction or business mix (for example, our proxy contest in 2024 with Boots Capital) could have an adverse effect on us because: (1) responding to actions by activist stockholders could disrupt our business and operations, be costly or time-consuming, or divert the attention of our board of directors or management from the pursuit of business strategies, which could adversely affect our results of operations or financial condition; (2) perceived uncertainties as to our future direction may lead to the perception of a change in the direction of the business, instability, or lack of continuity, any of which may be exploited by our competitors, cause concern to our current or potential customers and vendors, [removed: cause concern in the minds of] [added: and] our employees and make it more difficult to attract and retain qualified personnel; and (3) these types of actions could cause significant fluctuations in our share price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.
- The pursuit and planning for the transaction have placed and will continue to place a significant burden on management and other internal resources and may divert management’s attention away from day-to-day business concerns and other opportunities that may have been beneficial to [removed: us] [added: us, which] could adversely affect our business, financial condition and operating results.
- If we do not continue to make appropriate investments in, and effectively implement and maintain, our information technology systems and digital capabilities, our business and operating results could be adversely affected.
On January 12, 2026, we delivered a notice of default and termination to DISH relating to our Master Lease Agreement and underlying agreements with DISH as a result of DISH failing to make required payments and defaulting on its obligations under the agreements.
As a result of the termination, we assert in the notice that DISH owes us all remaining payments under these agreements, which total in excess of $3.5 billion.
As of December 31, 2025, associated with our agreements with DISH, we had recorded on our consolidated balance sheet approximately $50 million within "Receivables, net" and approximately $150 million within "Deferred site rental receivables," partially offset by approximately $34 million recorded within "Deferred revenues" and "Other long-term liabilities." We expect the total net balance sheet impact of approximately $165 million will ultimately be recoverable, and accordingly no adjustments have been made to reserve such net amount as of December 31, 2025.
We do not intend to recognize additional revenue under these agreements pending further developments with respect to this matter.
The quality of our performance on such construction projects depends in large part upon our ability to manage (1) the
with Sprint).
In addition, integration and adoption of artificial intelligence and machine learning ("AI") into our business may pose new information security risks and challenges.
The increased prevalence of AI may
also heighten cybersecurity and data protection risks.
AI-enabled systems, as well as AI-driven techniques used by threat actors, may increase the sophistication, scale, frequency, and speed of cyberattacks targeting our information technology systems, operational technology, or sensitive data.
If we do not continue to make appropriate investments in, and effectively implement and maintain, our information technology systems and digital capabilities, our business and operating results could be adversely affected.
Our business relies on information technology ("IT") systems to support key operational, commercial, and financial processes, including site and asset management, leasing and contract administration, billing and collections, construction and supply chain activities, regulatory compliance, and financial reporting.
Our industry continues to experience increasing operational complexity and growing reliance on digital tools, automation, data analytics, and integrated systems, including the use of artificial intelligence.
We continue to seek to drive organizational improvement through digital transformation initiatives and modernizing our legacy IT systems.
If we do not invest in modernizing our IT systems or fail to effectively execute our digital transformation initiatives, we may experience operational inefficiencies, higher operating costs, reduced scalability, and limitations on our ability to respond to customer requirements or support deployment activity.
In addition, reliance on legacy or fragmented systems may affect data accuracy, system reliability, and management’s ability to obtain timely and actionable information.
Some of our IT and digital initiatives require significant investment, which can be complex and are subject to risks, including implementation delays, cost overruns, integration challenges, and disruption to ongoing operations.
Even when successfully implemented, such systems may not deliver anticipated benefits or may require ongoing investment to remain effective as technologies, customer expectations, and industry practices evolve.
If our competitors or customers adopt advanced digital capabilities more quickly than we do, we could be at a competitive disadvantage.
Any failure to effectively invest in or execute our IT and digital initiatives could adversely affect our operational performance, financial results, and ability to execute our business strategy.
In March 2025, we appointed Sunit Patel as EVP and CFO, effective April 2025.
Additionally in March 2025, we announced the appointment of Mr. Schlanger as interim CEO and the termination of Mr. Moskowitz.
In August 2025, we announced the appointment of Christian Hillabrant as President and CEO, effective September 2025, after which Mr. Schlanger was appointed EVP and Chief Transformation Officer.
In February 2026, we initiated the 2026 Restructuring Plan as part of our efforts to enhance the efficiency and effectiveness of the our standalone tower business.
As a result, we announced a reduction of our total tower and corporate employee headcount by approximately 20%.
In addition to the 2023 and 2024 Restructuring Plans and 2026 Restructuring Plan, we may from time to time take actions to realign our business, operations, and cost structure with our strategic priorities.
In March 2025, we announced that Mr. Patel resigned from our board of directors, effective immediately, and was be appointed as Executive Vice President and CFO, effective April 2025.
See "*—The pendency of the sale of our Fiber Business to Zayo and EQT may have an adverse effect on our business, results of operations, cash flows and financial position.*", "*—Completion of the Strategic Fiber Transaction is subject to the conditions contained in the Strategic Fiber Agreement, including regulatory approvals, which may*
The Strategic Fiber Agreement contains closing conditions and requirements with which we must comply pending the closing of the Strategic Fiber Transaction, including (1) obtaining regulatory approvals from certain U.S. regulatory and
An increase in interest rates driven by the Federal Reserve would increase our cost of borrowing.
Between March 2022 and August 2023 the Federal Reserve raised the federal funds rate from 0.20% to 5.33%.
In addition, the closing of the Strategic Fiber Transaction could adversely affect our compliance with certain covenants and restrictions.
While we would expect to seek to refinance or amend the affected debt instrument in the event of noncompliance, there can be no assurance that we would be able to do so on acceptable terms.
arising under the Securities Act of 1933, as amended (“Securities Act”).
This limitation is increased to 25% beginning in 2026.
See note 11 to our consolidated financial statements.
- Our focus on and disclosure of our ESG position, metrics, strategy, goals and initiatives expose us to potential litigation or regulatory action and other adverse effects to our business.
As part of our announced plans to enhance returns in the Fiber segment, during the fourth quarter of 2024, we completed discussions with certain of our tenants regarding approximately 7,000 previously-identified greenfield small cell nodes in our contracted backlog that both parties mutually agreed to cancel.
These cancellations resulted in a $106 million asset write-down charge in the fourth quarter of 2024.
Over the last decade, we have allocated a significant amount of capital to our Fiber business, which is a much less mature business for us than our Towers business.
Our Fiber segment represented 33% and 34% of our site rental revenues for the years ended December 31, 2024 and 2023, respectively.
right to purchase these towers or some or all of the T-Mobile or AT&T towers for business or other reasons.
The remainder of such towers have a weighted-average initial term of approximately 28 years, weighted based on towers site rental gross margin.
access to information systems increases our exposure to potential cybersecurity incidents.
Our focus on and disclosure of our ESG position, metrics, strategy, goals and initiatives expose us to potential litigation or regulatory action and other adverse effects to our business.
In recent years, certain of our investors, tenants, employees and other stakeholders have increased their focus on ESG matters and disclosure.
In response, we have published ESG reports and related materials and made other public announcements regarding our ESG position, initiatives and goals.
Our ESG metrics, initiatives and goals, and progress against those goals, may be based on standards that are still developing and that may not be uniformly adopted or applied by other companies, processes and internal controls that continue to evolve, potentially missing or deficient third-party data, wide range of acceptable estimation techniques, and estimates and assumptions that are subject to a greater degree of uncertainty and may change more frequently than those underlying our financial metrics.
Our ESG initiatives and goals may be difficult to implement, may lead to increased scrutiny by policymakers and stakeholders, may be contrary to interests of other stakeholders and may increase operating costs and result in changes to certain of our operations, assets and processes.
In addition, we are subject to, and may become subject to additional, climate change-based and other ESG-related laws, regulations and policies, with varying scopes and complexity, such as the SEC's climate-related disclosure rules and the State of California's carbon and climate disclosure laws, that have increased, and could further increase, compliance burdens and associated costs.
Applicable laws, regulations and policies in some jurisdictions may conflict with those in other jurisdictions.
In addition, regulators may interpret and apply laws, regulations and policies in a manner inconsistent with previous interpretation and application.
Failure to comply with any legislation, regulation or policy, including as a result of good faith
interpretations that may differ from those taken by the relevant enforcement authorities, could potentially result in substantial fines, criminal sanctions, reputational harm or operational changes.
Our focus and disclosure of our ESG goals and initiatives – including achievement of or failure to achieve such goals and initiatives, accurately reporting our metrics or adherence to prior public statements – exposes us to potential litigation or regulatory action, which may materially adversely affect our business, results of operations, financial condition and stock price.
As a result, we announced a reduction of
Nonetheless, we may not be successful in engaging constructively with one or more stockholders, and any resulting activist campaign that contests, or seeks to change,
governmental entities, Zayo, EQT and us.
From March 2022 until recently, the Federal Reserve repeatedly raised the federal funds rate, which adversely impacted the interest rates on our variable rate debt and refinancings of fixed rate debt.
Such variable interest debt had a weighted average rate of 5.2% as of March 12, 2025, compared to 6.5%, 5.4% and 1.1% as of December 31, 2023, 2022 and 2021, respectively.
We are updating our capital allocation framework to focus more on free cash flow generation and financial flexibility, which we currently expect to result in a reduction to our dividend, beginning with our expected second quarter 2025 dividend.
Certifications
We submitted the CEO certification required by Section 303A.12(a) of the New York Stock Exchange ("NYSE") Listed Company Manual, relating to compliance with the NYSE's corporate governance listing standards, to the NYSE on June 7, 2024 with no qualifications.
We have included the certifications of our CEO and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002 and related rules as Exhibits 31.1 and 31.2 to this 2024 Form 10-K.
An excerpt. Shown here: 40 of 56 rewritten, all 37 added and all 28 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2025 filing and the FY2024 filing.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
203 rewritten, 102 added, 161 removed, 237 unchanged
[removed: Business—Overview"*] [added: MD&A—General Overview"*] for further discussion of the pending sale of the Fiber Business.
- Site rental revenues represented [removed: 97%] [added: 95%] of our [removed: 2024 consolidated] [added: 2025] net revenues.
Business—REIT Status"* and notes 2 and [removed: 9] [added: 10] to our consolidated financial statements)
◦We expect existing and potential new tenant demand for our [removed: communications infrastructure] [added: towers] will result from (1) new technologies, (2) increased usage of mobile entertainment, mobile internet, and machine-to-machine applications, (3) adoption of other emerging and embedded wireless devices (including smartphones, laptops, tablets, wearables and other devices), (4) increasing smartphone penetration, (5) wireless carrier focus on expanding both network quality and capacity, [removed: including the use of both towers and small cells,] (6) the adoption of other bandwidth-intensive applications (such as cloud services, artificial intelligence and video communications), (7) the availability of additional spectrum and (8) increased government initiatives to support connectivity throughout the U.S.
◦We expect U.S. wireless carriers will continue to focus on improving network quality and expanding capacity (including through 5G [removed: initiatives) by utilizing a combination of towers and small cells.][added: initiatives).]
We believe our [removed: product offerings of] towers [removed: and small cells] provide [removed: a comprehensive] [added: an efficient and cost-effective] solution to our wireless tenants' growing [removed: communications] infrastructure needs.
◦Tenant additions on our [removed: existing communications infrastructure] [added: towers] are achieved at a low incremental operating cost, delivering high incremental returns.
◦Substantially all of our [removed: communications infrastructure] [added: towers] can accommodate additional tenancy, either as currently constructed or with appropriate modifications.
◦During [removed: 2024,] [added: 2025,] we paid common stock dividends totaling approximately [removed: $2.7] [added: $2.1] billion.
◦We had discretionary capital expenditures of [removed: $1.1 billion] [added: $149 million] for the year ended December 31, [removed: 2024,] [added: 2025,] predominately [removed: resulting from the construction of new communications infrastructure and] [added: related to] improvements to existing [removed: communications infrastructure in order] [added: towers] to support additional [removed: tenants.][added: tenants and purchases of land underneath our towers.]
◦We expect to continue to construct and acquire new [removed: communications infrastructure based on our tenants' needs and] [added: towers that we expect will] generate [added: future cash flow growth and] attractive long-term returns by adding [removed: additional] tenants [added: to those assets] over time.
See note [removed: 16] [added: 17] to our consolidated financial statements for [removed: a] [added: further] discussion of the [added: 2023 Restructuring Plan and] 2024 Restructuring [removed: Plan, which resulted in, among other things, an][added: Plan.]
◦Our [removed: wireless] tenant contracts have initial terms generally between five to 15 years with contractual escalators and multiple renewal periods generally between five to 10 years each, exercisable at the option of the tenant.
◦As of December 31, [removed: 2024,] [added: 2025,] our weighted-average remaining term was approximately six years, exclusive of renewals exercisable at the tenants' option, currently representing approximately [removed: $35.9] [added: $23.7] billion of expected future cash [removed: inflows.][added: inflows, exclusive of amounts due under the Master Lease Agreement and underlying agreements with DISH.]
◦For the year ended December 31, [removed: 2024,] [added: 2025,] approximately [removed: three-fourths] [added: 90%] of our site rental revenues were derived from T-Mobile, AT&T and Verizon Wireless.
Risk Factors"* and note [removed: 14] [added: 15] to our consolidated financial statements for a further discussion of our largest customers.
◦For the year ended December 31, [removed: 2024,] [added: 2025,] approximately 90% of our towers [removed: site rental gross margin] [added: Adjusted Site Rental Gross Margin] and approximately 80% of our towers [removed: site rental gross margin] [added: Adjusted Site Rental Gross Margin] was derived from towers located on land that we own or control for greater than 10 and 20 years, respectively.
The aforementioned percentages include towers located on land that is owned, including through fee interests and perpetual easements, which represented approximately 40% of our towers [removed: site rental gross margin.][added: Adjusted Site Rental Gross Margin.]
◦For the year ended December 31, [removed: 2024,] [added: 2025,] sustaining capital expenditures represented [removed: approximately] [added: less than] 1% of net revenues.
- Debt portfolio with long-dated maturities extended over multiple years, with the vast majority of such debt having a fixed rate (see note [removed: 7] [added: 8] to our consolidated financial statements and *"Item 7A.
◦As of December 31, [removed: 2024,] [added: 2025,] our outstanding debt had a weighted average interest rate of 3.9% and weighted average maturity of approximately [removed: eight] [added: six] years (assuming anticipated repayment dates on certain debt).
◦As of December 31, [removed: 2024, 90%] [added: 2025, 84%] of our debt has fixed rate coupons.
- During [removed: 2024,] [added: 2025,] we [removed: refinanced and extended the maturities of] [added: repaid in full] certain of our debt (see note [removed: 7] [added: 8] to our consolidated financial statements and *"Item 7.
◦Net cash provided by operating activities was [removed: $2.9] [added: $3.1] billion for the year ended December 31, [removed: 2024.][added: 2025.]
◦In addition to the positive impact of contractual escalators, we expect to grow our core business of providing access to our [removed: communications infrastructure] [added: towers] as a result of future anticipated additional [removed: demand for our communications infrastructure.][added: demand.]
See note [removed: 16] [added: 3] to our consolidated financial statements and [removed: "*Item 2.][added: *"Item 7.]
See note [removed: 16] [added: 8] to our consolidated financial [removed: statements and "*Item 2.*][added: statements, *"Item 1A.]
MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates"* and note [removed: 5] [added: 10] to our consolidated financial statements.
During [removed: each of] the [removed: quarters in] [added: first quarter of] the year ended [removed: 2024,] [added: 2025,] we paid a common stock dividend of $1.565 per [added: share and during each of the following three quarters, we paid a common stock dividend of $1.0625 per] share, totaling approximately [removed: $2.7] [added: $2.1] billion.
We [removed: are updating] [added: have updated] our capital allocation framework to focus more on free cash flow generation and financial flexibility, which [removed: we currently expect to result in a reduction to] [added: primarily drove] our [removed: dividend, beginning with] [added: decision to reduce] our [removed: expected] [added: dividend in the] second quarter [removed: 2025 dividend.][added: of 2025.]
As we grow cash [removed: flows thereafter,] [added: flows,] we expect to increase our dividend per share.
See [removed: notes 10 and 17] [added: note 11] to our consolidated financial statements.
[removed: - Beginning in] [added: As] the [removed: first quarter 2025,] [added: aforementioned sale represents a material strategic shift for] the [added: Company, the] Fiber [removed: Business will be presented as a discontinued operation,] [added: Business' results] and [removed: its] net assets [removed: will be classified] [added: are presented herein] as [removed: held for sale] [added: discontinued operations] and comparable prior periods [removed: will be] [added: have been] recast to reflect this change.
- We expect a year over year reduction in site rental revenues [removed: in our Towers segment] related to (1) [removed: higher Towers non-renewals in 2025, which are expected to reduce site rental revenues by] approximately [removed: $200] [added: $220] million [removed: as a result of] [added: from] the [removed: T-Mobile US, Inc. and Sprint network consolidation] [added: aforementioned DISH termination,] and (2) a decline in long-term deferred revenue amortization.
◦We expect to realize approximately [removed: $100] [added: $65] million annualized run-rate [removed: labor and facilities cost savings,] [added: savings in operating costs,] of which approximately [removed: $65] [added: $55] million [removed: was] [added: will be] realized in [removed: 2024.][added: 2026 due to timing.]
- Notwithstanding the plan to sell our Fiber Business, we expect to continue to invest a significant amount of our available capital in the form of discretionary capital expenditures [added: in the Fiber Business] until the closing of the Strategic Fiber Transaction.
The following discussion of our results of operations for [removed: 2024] [added: 2025] compared to [removed: 2023] [added: 2024] should be read in conjunction with *"Item 1.
For a discussion of our results of operations and financial condition for [removed: 2023] [added: 2024] compared to [removed: 2022] [added: 2023] that is not included in this [removed: 2024] [added: 2025] Form 10-K, see *"Part II, Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations"* in our Annual Report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] which was filed with the SEC on [removed: February 23, 2024.][added: March 14, 2025.]
MD&A—Accounting and Reporting Matters—Non-GAAP [removed: and Segment] Financial Measures"* for a discussion of our use of (1) [removed: segment operating profit (loss), including its definition, (2) Segment] Adjusted Site Rental Gross Margin and [removed: (3) Segment] [added: (2)] Adjusted Services and Other Gross Margin, including their respective definitions and [removed: reconciliations to segment operating profit (loss) and (4)] [added: (3)] Adjusted EBITDA, including its definition and a reconciliation to net income (loss).
Related to the classification of the Fiber Business as "held for sale", we have recognized a loss from disposal of discontinued operations of approximately $1.6 billion, inclusive of estimated transaction fees, for the year ended December 31, 2025.
Following the classification of the Fiber Business as discontinued operations, we have one reportable segment that constitutes consolidated results of our tower operations.
Unless otherwise noted, all activities and amounts reported in this document relate to continuing operations and exclude activities and amounts related to discontinued operations.
- Investing capital efficiently to grow cash flows
◦We expect to continue to acquire land interests relating to land under our towers.
MD&A—General Overview—Outlook Highlights"* for further discussion.
◦During 2025, our site rental revenues decreased approximately $200 million as a result of non-renewals related to the network consolidation of T-Mobile and Sprint.
◦There were no restructuring charges in 2025 relating to either the 2023 Restructuring Plan or the 2024 Restructuring Plan.
- In January 2026, we delivered a notice of default and termination to DISH relating to our Master Lease Agreement and underlying agreements with DISH as a result of DISH failing to make required payments and defaulting on its obligations under the agreements.
As a result of the termination, we assert in the notice that DISH owes us all remaining payments under the agreements, which total in excess of $3.5 billion.
Our 2026 Outlook does not include any revenues from DISH.
- In February 2026, we initiated a restructuring plan ("2026 Restructuring Plan") as part of our efforts to enhance the efficiency and effectiveness of our tower business.
The remaining savings of approximately $10 million will be realized in 2027.
We expect to incur aggregate restructuring charges of approximately $30 million in 2026 as a result of the 2026 Restructuring Plan, most of which we expect to incur in the first and second quarters of 2026.
- Following the closure of the Strategic Fiber Transaction, which is expected to occur in the first half of 2026, we expect to use the proceeds from the sale to repurchase approximately $1 billion of shares and approximately $7 billion of debt.
◦As a result of the expected $7 billion repayment of debt, our 2026 interest expense is expected to decrease.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Income (loss) from continuing operations | | | 1,103 | | | | | | 1,162 | | | | | | 1,237 | | | | | | (5) | | % | | | | (6) | | % |
| Adjusted EBITDA(a) | | | 2,863 | | | | | | 3,035 | | | | | | 3,084 | | | | | | (6) | | % | | | | (2) | | % |
*2025 and 2024*
*(In millions of dollars; components may not sum to totals due to rounding)*
There were no restructuring charges recorded in connection with the 2023 and 2024 Restructuring Plans during 2025 compared to $70 million recorded during 2024.
The actions associated with the 2023 and 2024 Restructuring Plans were substantially completed and the related charges were recorded by December 31, 2024.
indebtedness due to the financing of our discretionary capital expenditures, including those presented within discontinued operations.
Income (loss) from continuing operations was $1.1 billion during 2025 compared to $1.2 billion during 2024.
Income (loss) from discontinuing operations before gain (loss) from disposal, net of tax, was $916 million during 2025 compared to $(5,065) million during 2024.
The increase was primarily driven by the absence of a $106 million asset write-down charge and $5.0 billion goodwill impairment charge, both of which occurred in 2024.
In addition, there was a decrease in depreciation, amortization and accretion related to the ceasing of depreciation and amortization of the Fiber Business long-lived assets classified as "held for sale."
Gain (loss) from disposal of discontinued operations was $(1.6) billion during 2025.
The loss was primarily related to the classification during the first quarter of 2025 of the Fiber Business as "held for sale" and the additional investment in the Fiber Business during the remainder of 2025.
The loss represents the excess of the carrying value of the Fiber Business over the purchase price, less estimated costs to sell.
Net income (loss) was $444 million during 2025 compared to $(3,903) million during 2024.
The increase was primarily due to the change in income (loss) from discontinued operations, net of tax of $4.4 billion, primarily due to the absence of the previously mentioned $5.0 billion goodwill impairment charge recorded in 2024.
These investments include the acquisition of land interests, making improvements, structural enhancements to our existing towers, and constructing and acquiring new towers that we expect will generate future cash flow growth and attractive long-term returns by adding tenants to those assets over time.
- Following the closure of the Strategic Fiber Transaction, which is expected to occur in the first half of 2026, we expect to use the proceeds from the sale to repurchase approximately $1 billion of shares and repay approximately $7 billion of debt.
Future share repurchases are subject to the discretion and approval of our board of directors.
◦Upon closure, we do not expect that the absence of cash flows from the Fiber Business will have an adverse impact on our liquidity position.
While the Fiber Business generated cash inflows from operating activities, such cash inflows were generally offset by cash used for investing activities due to significant discretionary capital expenditures.
As a result, the Fiber Business did not historically provide net liquidity to our Company.
The Fiber Business did not meet the criteria for assets held for sale as of December 31, 2024, and therefore remains presented as a component of continuing operations.
As a result, this document, unless otherwise noted, does not contemplate the planned sale of the Fiber Business.
◦We expect organizations will continue to increase the usage of high-bandwidth applications that will require the utilization of more fiber infrastructure and fiber solutions, such as those we provide.
◦Within our Fiber segment, we are able to generate growth and returns for our stockholders by deploying our fiber for both small cells and fiber solutions tenants.
- Investing capital efficiently to grow long-term dividends per share
increase in return thresholds on new growth opportunities in the Fiber segment and a reduction in Fiber segment capital expenditures for the year ended December 31, 2024.
◦Our fiber solutions tenant contracts' initial terms generally vary between one to 20 years.
- Majority of our fiber assets are located in major metropolitan areas and are on public rights-of-way
See *"Item 7.
- When compared to full year 2023, full year 2024 results were impacted by a reduction of the small cell and fiber solutions lease cancellations ("Sprint Cancellations") related to the previously disclosed T-Mobile and Sprint network consolidation.
For full year 2024, there was a reduction in cash payments related to Sprint Cancellations of $165 million to satisfy the remaining rental obligations.
Additionally, $59 million in accelerated amortization of prepaid rent from the remaining deferred revenues was recognized for the year ended December 31, 2023 that did not recur for the year ended December 31, 2024.
- Restructuring Plan
◦In July 2023, we initiated the 2023 Restructuring Plan as part of our efforts to reduce costs to better align our operational needs with lower tower activity.
MD&A—Results of Operations*" for further discussion of the 2023 Restructuring Plan.
◦In June 2024, we initiated the 2024 Restructuring Plan as part of our efforts to drive operational efficiencies, enhance returns by increasing return thresholds on new growth opportunities and reduce operating costs and capital expenditures, with a primary focus on our Fiber segment.
MD&A—Results of Operations*" for further discussion of the 2024 Restructuring Plan.
- In December 2023, we announced a strategic and operating review of our Fiber business, and in the second quarter of 2024, we concluded our operating review and implemented changes to our operating plans and strategy based on the findings.
Additionally, in March 2025, we concluded the strategic review following the announcement of the Strategic Fiber Transaction, as discussed above.
*MD&A—Results of Operations*" for further discussion of the 2024 Restructuring Plan and "*Item 1.
*◦*As part of the announced plans to enhance returns in the Fiber segment, during the fourth quarter of 2024 we completed discussions with certain of our tenants regarding approximately 7,000 previously-identified greenfield small cell nodes in our contracted backlog that we mutually agreed to cancel.
We wrote off property and equipment deemed to have no alternative future use, and as a result, recognized approximately $106 million as "Asset write-down charges" on our consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2024.
- Goodwill Impairment
◦Management performed its annual goodwill impairment test in the fourth quarter of 2024.
The quantitative impairment test indicated that the carrying amount of our Fiber reporting unit exceeded its estimated fair value.
As such, management recorded a goodwill impairment charge of $5.0 billion for the year ended December 31, 2024, resulting in no goodwill remaining for the Fiber reporting unit.
Upon classification as held for sale in the first quarter of 2025, we expect to recognize a loss of between $700 and $800 million, inclusive of estimated transaction fees.
- As part of the aforementioned 2024 Restructuring Plan:
The remaining savings of approximately $35 million are expected to be realized in 2025, with $30 million expected in selling, general and administrative and $5 million in site rental costs of operations.
- We also expect sustaining capital expenditures of approximately 1-2% of net revenues, including with respect to the Fiber Business, for full year 2025, relatively consistent with historical annual levels.
Our operating segments consist of (1) Towers and (2) Fiber.
| Fiber site rental revenues | | | 2,092 | | | | | | 2,219 | | | | | | 1,967 | | | | | | (6) | | % | | | | 13 | | % |
| Total site rental revenues | | | 6,358 | | | | | | 6,532 | | | | | | 6,289 | | | | | | (3) | | % | | | | 4 | | % |
| Fiber Adjusted Site Rental Gross Margin | | | 1,358 | | | | | | 1,533 | | | | | | 1,317 | | | | | | (11) | | % | | | | 16 | | % |
| Segment operating profit (loss)(b): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Towers operating profit (loss) | | | 3,322 | | | | | | 3,393 | | | | | | 3,527 | | | | | | (2) | | % | | | | (4) | | % |
| Fiber operating profit (loss) | | | 1,188 | | | | | | 1,355 | | | | | | 1,130 | | | | | | (12) | | % | | | | 20 | | % |
| Adjusted EBITDA(c) | | | 4,161 | | | | | | 4,415 | | | | | | 4,340 | | | | | | (6) | | % | | | | 2 | | % |
(b)See *"Item 7.
MD&A—Accounting and Reporting Matters—Non-GAAP and Segment Financial Measures"* and note 14 to our consolidated financial statements for our definition of segment operating profit.
An excerpt. Shown here: 40 of 203 rewritten, 40 of 102 added and 40 of 161 removed. The counts are complete. For every sentence, read Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in the FY2025 filing and the FY2024 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
22 rewritten, 3 added, 6 removed, 21 unchanged
As of December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023] [added: 2024] we had no interest rate swaps.
Our interest rate risk as of December 31, [removed: 2024] [added: 2025] relates primarily to the impact of interest rate movements on the following:
- the potential refinancing of our [removed: $24.1] [added: $24.3] billion in existing debt, compared to [removed: $22.9] [added: $24.1] billion as of December 31, [removed: 2023;][added: 2024;]
- our [removed: $2.5] [added: $3.9] billion of floating rate debt, compared to [removed: $1.8] [added: $2.5] billion as of December 31, [removed: 2023,] [added: 2024,] representing approximately [removed: 10%] [added: 16%] and [removed: 8%] [added: 10%] of total debt respectively; potential future borrowings of incremental debt, including borrowings under our 2016 Credit Facility and issuances under our CP Program; and
See [removed: also] *"Item 1a.
As of December 31, [removed: 2024,] [added: 2025,] we had [removed: $2.5] [added: $3.9] billion of floating rate debt.
A hypothetical unfavorable fluctuation in market interest rates on our existing floating rate debt of 1/4 of a [removed: percent] [added: percentage] point over a 12-month period would increase our interest expense by approximately [removed: $6] [added: $10] million.
*Potential Refinancing of Existing Debt.* Our contractual debt maturities over the next 12 months consist of Commercial Paper Notes that may be outstanding from time to time, the [removed: 1.350%] [added: 4.450%, 3.700%, and 1.050%] Senior Notes and principal payments on certain outstanding debt.
We currently expect to refinance [removed: the Tower Revenue Notes, Series 2015-2] [added: or repay these notes] on or prior to the anticipated repayment [removed: date of May 15, 2025.][added: date.]
See below for additional discussion as well as a tabular presentation of our scheduled contractual debt maturities as of December 31, [removed: 2024.][added: 2025.]
The following table provides information about our market risk related to changes in interest [removed: rates.][added: rates relating to the Company's continuing operations.]
The future principal payments and weighted-average interest rates are presented as of December 31, [removed: 2024.][added: 2025.]
See note [removed: 7] [added: 8] to our consolidated financial statements for additional information regarding our debt.
| *(In millions of dollars)* | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | [removed: 2028] [added: 2029] | | | | | | [removed: 2029] [added: 2030] | | | | | | Thereafter | | | | | | Total | | | | | | Fair Value(a) | | |
| Average interest rate(b)(c)(d) | | | [removed: 1.6] [added: 3.0] | | % | | | | [removed: 3.0] [added: 3.5] | | % | | | | [removed: 3.5] [added: 4.5] | | % | | | | [removed: 4.5] [added: 4.6] | | % | | | | [removed: 4.6] [added: 3.3] | | % | | | | 3.7 | | % | | | | [removed: 3.7] [added: 3.8] | | % | | | | | | |
(b)The impact of principal payments that will commence following [removed: the] [added: an] anticipated repayment [removed: dates] [added: date] is not considered (see footnote (d) below).
The Tower Revenue Notes, Series [removed: 2015-2 and Series] 2018-2 have [added: a] principal [removed: amounts] [added: amount] of [removed: $700 million and] $750 million, with [added: an] anticipated repayment [removed: dates] [added: date] in [removed: 2025 and 2028, respectively.][added: 2028.]
(d) If the Tower Revenue [removed: Notes] [added: Notes, Series 2018-2] are not repaid in full by the [removed: applicable] anticipated repayment [removed: dates,] [added: date,] the [removed: applicable] interest rate increases by approximately 5% per annum and monthly principal payments commence using the Excess Cash Flow (as defined in the indenture governing the [removed: applicable] Tower Revenue [removed: Notes)] [added: Notes, Series 2018-2)] of the issuers of the Tower Revenue [removed: Notes.][added: Notes, Series 2018-2.]
The Tower Revenue [removed: Notes] [added: Notes, Series 2018-2] are presented based on their contractual maturity [removed: dates ranging from 2045 to] [added: date in] 2048 and include the impact of an assumed 5% increase in interest rate that would occur following the anticipated repayment [removed: dates] [added: date] but exclude the impact of monthly principal payments that would commence using Excess Cash Flow of the issuers of the Tower Revenue [removed: Notes.][added: Notes, Series 2018-2.]
The full year [removed: 2024] [added: 2025] Excess Cash Flow of the issuers of the Tower Revenue [removed: Notes] [added: Notes, Series 2018-2] was approximately $1.0 billion.
(e) [removed: Predominately consists] [added: Consists] of our [added: 2016 Revolver and] senior unsecured term loan A facility ("2016 Term Loan [removed: A"),] [added: A" and, collectively, "2016 Credit Facility"),] which [removed: matures] [added: mature] in [removed: 2027.][added: 2027, and issuances under our CP Program.]
See note [removed: 7] [added: 8] to our consolidated financial statements for information regarding potential upward or downward adjustments to the interest rate spread and unused commitment fee percentage on our 2016 Credit Facility if we achieve specified annual sustainability targets or fail to meet annual sustainability thresholds.
| Fixed rate debt(b) | | | $ | 2,693 | | | | | $ | 2,288 | | | | | $ | 2,634 | | | | | $ | 2,479 | | | | | $ | 772 | | | | | $ | 9,669 | | | | | $ | 20,535 | | | | | $ | 19,274 | |
| Variable rate debt(e) | | | $ | 2,021 | | (f) | | | $ | 1,911 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 3,932 | | | | | $ | 3,932 | |
| Average interest rate(e) | | | 4.2 | | % | | | | 4.3 | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | 4.3 | | % | | | | | | |
From March 2022 until recently, the Federal Reserve repeatedly raised the federal funds rate, which adversely impacted the interest rates on our variable rate debt and refinancings of fixed rate debt.
Recently, the Federal Reserve has started to loosen its monetary policy by lowering the federal funds rate; however, any prolonged period of elevated interest rates or further increases to interest rates could increase our costs of borrowing.
| Fixed rate debt(b) | | | $ | 550 | | | | | $ | 2,696 | | | | | $ | 2,292 | | | | | $ | 2,635 | | | | | $ | 2,478 | | | | | $ | 11,130 | | | | | $ | 21,781 | | | | | $ | 19,940 | |
| Variable rate debt(e) | | | $ | 1,401 | | (f) | | | $ | 91 | | | | | $ | 966 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 2,458 | | | | | $ | 2,458 | |
| Average interest rate(e) | | | 5.0 | | % | | | | 5.3 | | % | | | | 5.1 | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | 5.1 | | % | | | | | | |
We currently expect to refinance these notes on or prior to the respective anticipated repayment dates.
Item 1. Business
84 rewritten, 19 added, 33 removed, 100 unchanged
We refer to our towers, small cells and fiber assets collectively as "communications infrastructure," and, at times, to our customers on our communications infrastructure as "tenants." Our operating segments [removed: consist] [added: historically consisted] of (1) Towers and (2) Fiber, which includes both small cells and fiber solutions.
[removed: Following the announcement of the Strategic Fiber Transaction and beginning with] [added: As] the [removed: Company's filing of Form 10-Q] [added: aforementioned sale represents a material strategic shift] for the [removed: quarter ended March 31, 2025,] [added: Company,] the Fiber [removed: Business will be presented as a discontinued operation,] [added: Business' results] and [removed: its] net assets [removed: will be classified] [added: are presented herein] as [removed: held for sale] [added: discontinued operations] and comparable prior periods [removed: will be] [added: have been] recast to reflect this change.
Our core business is providing access, including space or capacity, to our [removed: shared communications infrastructure] [added: towers] via long-term contracts in various forms, including lease, license, sublease and service agreements (collectively, "tenant contracts").
We seek to increase our site rental revenues by adding more tenants on our [removed: shared communications infrastructure,] [added: towers,] which we expect to result in significant incremental cash flows due to our low incremental operating costs.
Business—REIT Status"* and notes 2 and [removed: 9] [added: 10] to our consolidated financial statements.
We derive approximately 40% of our towers [removed: site rental gross margin] [added: Adjusted Site Rental Gross Margin] from towers located on land that we own, including through fee interests and perpetual easements, and we derive approximately 60% of our towers [removed: site rental gross margin] [added: Adjusted Site Rental Gross Margin] from towers located on land that we lease, sublease, manage or license.
The contracts for the land under our towers have an average total remaining life of approximately 35 years (including all renewal terms exercisable at our option), weighted based on towers [removed: site rental gross margin.][added: Adjusted Site Rental Gross Margin.]
Our largest tenants are T-Mobile, AT&T and Verizon Wireless, which collectively accounted for approximately [removed: three-fourths] [added: 90%] of our [removed: 2024 consolidated] [added: 2025] site rental revenues.
See note [removed: 14] [added: 15] to our consolidated financial statements for further information regarding our largest tenants.
As of December 31, [removed: 2024,] [added: 2025,] exclusive of renewals exercisable at the tenants' option, our tenant contracts had a weighted-average remaining life of approximately six years and represented [removed: $35.9] [added: $23.7] billion of expected future cash [removed: inflows.][added: inflows, exclusive of amounts owed from DISH Wireless L.L.C. ("DISH").]
As part of our effort to provide comprehensive [removed: communications infrastructure] [added: tower] solutions, as an ancillary business, we also offer certain services [removed: primarily] relating to our [removed: Towers segment,] [added: towers] predominately consisting of pre-construction site development services relating to existing or new tenant equipment installations, including: site acquisition, architectural and engineering, or zoning and permitting (collectively, "site development services").
See note [removed: 16] [added: 17] to our consolidated financial statements for a discussion of the July 2023 restructuring ("2023 Restructuring Plan"), which included discontinuing tenant equipment installations and subsequent augmentations (collectively, "installation services") as a [removed: Towers] [added: towers] product offering and (2) the June 2024 restructuring plan ("2024 Restructuring Plan," and together with the 2023 Restructuring Plan, [removed: "Restructuring] [added: "2023 and 2024 Restructuring] Plans").
As a leading provider of [removed: shared communications infrastructure] [added: towers] in the U.S., our strategy is to create long-term stockholder value via a combination of (1) growing cash flows generated from our existing portfolio of [removed: communications infrastructure,] [added: towers,] (2) returning a meaningful portion of our cash generated by operating activities to our common stockholders in the form of dividends and (3) investing capital efficiently to grow cash flows and long-term dividends per share.
Our strategy is based, in part, on our belief that the U.S. is the most attractive market for [removed: shared communications infrastructure] [added: tower] investment with the greatest long-term growth potential.
*•Grow cash flows from our existing [removed: communications infrastructure.*] [added: towers.*] We are focused on maximizing the recurring site rental cash flows generated from providing our tenants with long-term access to our [removed: shared infrastructure assets,] [added: towers,] which we believe is the core driver of value for our stockholders.
- *Return cash generated by operating activities to [removed: common] stockholders in the form of [removed: dividends*.][added: dividends and share repurchases*.]
We believe that distributing a meaningful portion of our cash generated by operating activities appropriately provides [removed: common] stockholders with increased certainty for a portion of expected long-term stockholder value while still allowing us to retain sufficient flexibility to invest in our business and deliver growth.
We believe this decision reflects the translation of the high-quality, long-term contractual cash flows of our business into stable capital returns to [removed: common] stockholders.
- *Invest capital efficiently to grow cash flows and long-term dividends per share.* In addition to adding tenants to existing [removed: communications infrastructure,] [added: towers,] we seek to invest our available capital, including the net cash generated by our operating activities and external financing sources, in a manner that will increase long-term stockholder value on a risk-adjusted basis.
These investments include constructing and acquiring new [removed: communications infrastructure] [added: towers] that we expect will generate future cash flow growth and attractive long-term returns by adding tenants to those assets over time.
◦improvements and structural enhancements to our existing [removed: communications infrastructure;][added: towers;]
Our strategy to create long-term stockholder value is based on our belief that there will be considerable future demand for our [removed: communications infrastructure] [added: towers] based on the location of our assets and the rapid and continuing growth in the demand for data.
We believe that such demand for our [removed: communications infrastructure] [added: towers] will continue, will result in growth of our cash flows due to tenant additions on our existing [removed: communications infrastructure,] [added: towers,] and will create other growth opportunities for us, such as demand for newly constructed or acquired [removed: communications infrastructure,] [added: towers,] as described above.
Further, we seek to augment the long-term value creation associated with growing our recurring site rental cash flows by offering certain ancillary site development [removed: services within our Towers segment.][added: services.]
[removed: For taxable years beginning before 2026, qualified] [added: Qualified] REIT dividends (within the meaning of Section 199A(e)(3) of the Code) constitute a part of a non-corporate taxpayer's "qualified business income amount" and thus our non-corporate U.S. stockholders may be eligible to take a qualified business income deduction in an amount equal to 20% of such dividends received from us.
See notes 2 and [removed: 9] [added: 10] to our consolidated financial statements.
Our foreign assets and operations [removed: (including] [added: (primarily] our tower operations in Puerto Rico) most likely will be subject to foreign income taxes in the jurisdictions in which such assets and operations are located, regardless of whether or not they are included in a TRS.
To remain qualified and be taxed as a REIT, we are generally required to annually distribute to our stockholders at least 90% of our REIT taxable income, after the utilization of our net operating loss carryforwards "NOLs" (determined without regard to the dividends paid deduction and excluding net capital [removed: gain) (see notes 2 and 9 to our consolidated financial statements).][added: gain).]
We expect the following factors to contribute to potential demand for our [removed: communications infrastructure:][added: towers:]
- consumers' growing wireless data consumption leading major wireless carriers to upgrade and enhance their networks through the efficient use of [removed: both towers and small cells,] [added: towers,] including in connection with 5G deployments, in an effort to improve network quality and capacity and customer retention or satisfaction;
- the continued adoption of bandwidth-intensive applications, including artificial [removed: intelligence, could result in demand for high-capacity, multi-location, fiber-based network solutions;] [added: intelligence;] and
MD&A—Results of Operations"* and note [removed: 14] [added: 15] to our consolidated financial statements.
Our core business is providing access, including space or capacity, to our [removed: shared communications infrastructure] [added: towers] via long-term tenant contracts in the U.S. We believe our [removed: communications infrastructure is] [added: towers are] integral to our tenants' networks and organizations.
[removed: *Towers Segment.*] We believe towers are the most efficient and cost-effective solution for providing coverage and capacity for wireless carrier network deployments.
We generally receive monthly rental payments and, in some cases, upfront payments, from our [removed: Towers] tenants pursuant to long-term tenant contracts with (1) initial contract terms generally between five to 15 years, (2) multiple renewal periods [added: of] generally [removed: between] five [removed: to 10] years each, exercisable at the option of the tenant, (3) limited termination rights for our tenants and (4) contractual escalations of the rental price.
Our [removed: Towers] tenant contracts, while amended and re-negotiated over time, have historically led to a long-term relationship with tenants on our towers, resulting in a retention rate generally between 98% and 99% each year.
Risk Factors"* for additional information regarding higher non-renewals (which we define as the reduction in site rental revenues as a result of tenant churn, terminations and, in limited circumstances, reductions of existing lease rates) [removed: expected] [added: incurred] as a result of the T-Mobile and Sprint network [removed: consolidation.][added: consolidation as well as in relation to the notice of default and termination delivered to DISH.]
See [removed: note 3] [added: notes 4 and 18] to our consolidated financial statements for a tabular presentation of the minimum rental payments due to us by tenants pursuant to tenant contracts without consideration of tenant renewal options as of December 31, [removed: 2024.][added: 2025 and discussion of the DISH default and termination, respectively.]
Our [removed: Towers] tenant contracts and pricing are not influenced by whether or not we perform the site development services.
As of December 31, [removed: 2024,] [added: 2025,] the average number of tenants (calculated as a unique license together with any related amendments thereto) per tower was approximately 2.4.
Pending the closing of the Strategic Fiber Transaction, we will continue to operate the Fiber Business in accordance with the Strategic Fiber Agreement.
Following the classification of the Fiber Business as discontinued operations, the Company has one reportable segment, which is also its operating segment, that constitutes consolidated results consisting of its towers operations.
Unless otherwise noted, all activities and amounts reported in this document relate to the continuing operations of the Company and exclude activities and amounts related to the Fiber Business.
Site rental revenues represented 95% of our 2025 net revenues.
See note 18 to our consolidated financial statements for a discussion of the notice of default and termination delivered to DISH.
In February 2026, we initiated a restructuring plan ("2026 Restructuring Plan") as part of our efforts to enhance the efficiency and effectiveness of our tower business.
See note 18 to our consolidated financial statements for a discussion of the 2026 Restructuring Plan.
We believe our towers provide an efficient and cost-effective solution for our wireless tenants' growing networks that provides an opportunity to generate cash flows and increase stockholder return.
◦construction of towers;
◦acquisitions of towers;
This deduction was made permanent with Public Law 119-21, commonly referred to as the "One Big Beautiful Bill Act", being signed into law in the U.S. on July 4, 2025.
See notes 2 and 10 to our consolidated financial statements.
Virtually all of our towers operations are located in the U.S. Following the classification of the Fiber Business as discontinued operations, the Company has one reportable segment, which is also its single operating segment, that constitutes consolidated results consisting of its towers operations.
For more information, see *"Item 7.
Sustainability
As of January 31, 2026, we employed approximately 4,000 people, including approximately 2,500 people recorded in our discontinued operations.
All of our employees are based in the U.S. See note 18 to our consolidated financial statements for a discussion of the 2026 Restructuring Plan, which will reduce our employee headcount.
Additionally,
We intend to post
The Fiber Business did not meet the criteria for assets held for sale as of December 31, 2024, and therefore remains presented as a component of continuing operations.
As a result, this document, unless otherwise noted, does not contemplate the planned sale of the Fiber Business.
Upon classification as held for sale, we expect to recognize a loss of between $700 and $800 million, inclusive of estimated transaction fees.
Over nearly three decades, we have assembled a leading portfolio of towers predominately through acquisitions from large wireless carriers or their predecessors.
More recently, we have extended our communications infrastructure presence by investing significantly in our Fiber segment.
Through our product offerings of towers and small cells, we seek to provide a comprehensive solution to enable our wireless tenants to expand coverage and capacity for their wireless networks.
Furthermore, within our Fiber segment, we seek to generate cash flow growth and stockholder return by deploying our fiber for both small cells' and fiber solutions' tenants.
The majority of our small cells and fiber assets are located in major metropolitan areas, including a presence in most major U.S. markets.
The vast majority of our fiber assets are located on public rights-of-way.
Site rental revenues represented 97% of our 2024 consolidated net revenues, of which 67% and 33% were from our Towers segment and Fiber segment, respectively.
Within our Fiber segment, 66% and 34% of our 2024 site rental revenues related to fiber solutions and small cells, respectively.
We believe our product offerings of towers and small cells through our shared communications infrastructure model provide a comprehensive, efficient and cost-effective solution for our wireless tenants' growing networks.
Additionally, we believe our ability to share our fiber assets across multiple tenants to both deploy small cells and offer fiber solutions allows us to generate cash flows and increase stockholder return.
◦construction of towers, fiber and small cells;
◦acquisitions of towers, fiber and small cells;
Without further legislative action, the 20% deduction applicable to qualified REIT dividends will expire on January 1, 2026.
Virtually all of our operations in both our Towers and Fiber operating segments are located in the U.S. For more information about our operating segments, see *"Item 7.
*Fiber Segment.* Our Fiber segment consists of communications infrastructure offerings of small cells and fiber solutions.
- Our small cells offload data traffic from towers and bolster our tenants' network capacity where data demand is the greatest and are typically attached to public right-of-way infrastructure, including utility poles and street lights.
- We offer fiber solutions to large wireless carriers and organizations with high-bandwidth and multi-location demands.
Our fiber solutions provide essential connectivity resources needed to create integrated networks and support organizations.
Most of our fiber assets were acquired through transactions dating back to 2012, with the largest transactions occurring in 2017.
Our fiber assets include those we acquired from LTS Group Holdings LLC, Inc., Wilcon Holdings LLC and FPL FiberNet Holdings, LLC and certain other subsidiaries of NextEra Energy in 2017, Quanta Fiber Networks, Inc. in 2015, and NextG Networks, Inc. in 2012.
We generally receive monthly recurring payments and, in some cases, upfront payments, from our Fiber tenants pursuant to tenant contracts with initial terms that generally vary between one to 20 years.
The average monthly rental payment from a new tenant can vary based on the amount or cost of (1) construction for initial and subsequent tenants, (2) fiber strand requirements and supply, (3) equipment at the site, (4) the market in the U.S. where the fiber is located and the competition thereof and (5) any upfront payment received.
delivering high incremental returns to our business.
Our Fiber customers generally consist of large wireless carriers and organizations with high-bandwidth and multi-location demands, such as enterprise (including healthcare and financial), wholesale, government and education institutions.
Our Fiber segment business competitors can vary significantly based on geography.
Some of the larger competitors in the Fiber segment include other owners of fiber, tenants who elect to self-perform and recent and potential entrants into small cells and the fiber solutions business.
Environmental, Social and Governance ("ESG")
Further, we have a goal to be carbon neutral for 2025 in Scope 1 and 2 emissions by continuing to invest in energy reduction initiatives, sourcing renewable energy, and, to a lesser extent, utilizing carbon credits or offsets.
We plan to continue investing in projects that are both good for our business and good for the environment.
Together, our board of directors and executive management team define our strategic approach to managing actual and potential impacts of significant ESG risks and opportunities.
An excerpt. Shown here: 40 of 84 rewritten, all 19 added and all 33 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2025 filing and the FY2024 filing.
Item 3. Legal Proceedings
1 rewritten, 0 added, 0 removed, 3 unchanged
See the disclosure in note [removed: 12] [added: 13] to our consolidated financial statements.
Cover and table of contents
34 rewritten, 5 added, 5 removed, 72 unchanged
For the fiscal year ended December 31, [removed: 2024][added: 2025]
][added: copy.jpg](https://www.sec.gov/Archives/edgar/data/1051470/000105147026000016/cci-20251231_g1.jpg)]
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately [removed: $42.4] [added: $44.7] billion as of June 30, [removed: 2024,] [added: 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 [removed: $97.70] [added: $102.73] per share.
As of [removed: March 12, 2025,] [added: February 19, 2026,] there were [removed: 435,431,269] [added: 436,070,436] shares of common stock outstanding.
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 [removed: ("2025] [added: ("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, [removed: 2024.][added: 2025.]
| Item 1. | | | | | | [removed: [Business](#i243c39e7ead24934bfd12c187b182c86_13)] [added: [Business](#i9e1cab3e84814b498e3fbd10a2d6a559_13)] | | | [removed: [4](#i243c39e7ead24934bfd12c187b182c86_13)] [added: [4](#i9e1cab3e84814b498e3fbd10a2d6a559_13)] | | |
| Item 1A. | | | | | | [Risk [removed: Factors](#i243c39e7ead24934bfd12c187b182c86_16)] [added: Factors](#i9e1cab3e84814b498e3fbd10a2d6a559_16)] | | | [removed: [12](#i243c39e7ead24934bfd12c187b182c86_16)] [added: [12](#i9e1cab3e84814b498e3fbd10a2d6a559_16)] | | |
| Item 1B. | | | | | | [Unresolved Staff [removed: Comments](#i243c39e7ead24934bfd12c187b182c86_19)] [added: Comments](#i9e1cab3e84814b498e3fbd10a2d6a559_19)] | | | [removed: [30](#i243c39e7ead24934bfd12c187b182c86_19)] [added: [30](#i9e1cab3e84814b498e3fbd10a2d6a559_19)] | | |
| Item 1C. | | | | | | [removed: [Cybersecurity](#i243c39e7ead24934bfd12c187b182c86_22)] [added: [Cybersecurity](#i9e1cab3e84814b498e3fbd10a2d6a559_22)] | | | [removed: [30](#i243c39e7ead24934bfd12c187b182c86_19)] [added: [30](#i9e1cab3e84814b498e3fbd10a2d6a559_19)] | | |
| Item 2. | | | | | | [removed: [Properties](#i243c39e7ead24934bfd12c187b182c86_25)] [added: [Properties](#i9e1cab3e84814b498e3fbd10a2d6a559_25)] | | | [removed: [31](#i243c39e7ead24934bfd12c187b182c86_25)] [added: [31](#i9e1cab3e84814b498e3fbd10a2d6a559_25)] | | |
| Item 3. | | | | | | [Legal [removed: Proceedings](#i243c39e7ead24934bfd12c187b182c86_28)] [added: Proceedings](#i9e1cab3e84814b498e3fbd10a2d6a559_28)] | | | [removed: [31](#i243c39e7ead24934bfd12c187b182c86_28)] [added: [31](#i9e1cab3e84814b498e3fbd10a2d6a559_28)] | | |
| Item 4. | | | | | | [Mine Safety [removed: Disclosures](#i243c39e7ead24934bfd12c187b182c86_31)] [added: Disclosures](#i9e1cab3e84814b498e3fbd10a2d6a559_31)] | | | [removed: [31](#i243c39e7ead24934bfd12c187b182c86_31)] [added: [31](#i9e1cab3e84814b498e3fbd10a2d6a559_31)] | | |
| Item 5. | | | | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i243c39e7ead24934bfd12c187b182c86_37)] [added: Securities](#i9e1cab3e84814b498e3fbd10a2d6a559_37)] | | | [removed: [32](#i243c39e7ead24934bfd12c187b182c86_37)] [added: [32](#i9e1cab3e84814b498e3fbd10a2d6a559_37)] | | |
| Item 6. | | | | | | [removed: [\[Reserved\]](#i243c39e7ead24934bfd12c187b182c86_40)] [added: [\[Reserved\]](#i9e1cab3e84814b498e3fbd10a2d6a559_40)] | | | [removed: [34](#i243c39e7ead24934bfd12c187b182c86_40)] [added: [34](#i9e1cab3e84814b498e3fbd10a2d6a559_40)] | | |
| Item 7. | | | | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i243c39e7ead24934bfd12c187b182c86_43)] [added: Operations](#i9e1cab3e84814b498e3fbd10a2d6a559_43)] | | | [removed: [34](#i243c39e7ead24934bfd12c187b182c86_43)] [added: [34](#i9e1cab3e84814b498e3fbd10a2d6a559_43)] | | |
| Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i243c39e7ead24934bfd12c187b182c86_55)] [added: Risk](#i9e1cab3e84814b498e3fbd10a2d6a559_55)] | | | [removed: [54](#i243c39e7ead24934bfd12c187b182c86_55)] [added: [53](#i9e1cab3e84814b498e3fbd10a2d6a559_55)] | | |
| Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#i243c39e7ead24934bfd12c187b182c86_61)] [added: Data](#i9e1cab3e84814b498e3fbd10a2d6a559_61)] | | | [removed: [56](#i243c39e7ead24934bfd12c187b182c86_61)] [added: [55](#i9e1cab3e84814b498e3fbd10a2d6a559_61)] | | |
| Item 9. | | | | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i243c39e7ead24934bfd12c187b182c86_142)] [added: Disclosure](#i9e1cab3e84814b498e3fbd10a2d6a559_142)] | | | [removed: [95](#i243c39e7ead24934bfd12c187b182c86_142)] [added: [91](#i9e1cab3e84814b498e3fbd10a2d6a559_142)] | | |
| Item 9A. | | | | | | [Controls and [removed: Procedures](#i243c39e7ead24934bfd12c187b182c86_145)] [added: Procedures](#i9e1cab3e84814b498e3fbd10a2d6a559_145)] | | | [removed: [95](#i243c39e7ead24934bfd12c187b182c86_145)] [added: [91](#i9e1cab3e84814b498e3fbd10a2d6a559_145)] | | |
| Item 9B. | | | | | | [Other [removed: Information](#i243c39e7ead24934bfd12c187b182c86_148)] [added: Information](#i9e1cab3e84814b498e3fbd10a2d6a559_148)] | | | [removed: [96](#i243c39e7ead24934bfd12c187b182c86_148)] [added: [92](#i9e1cab3e84814b498e3fbd10a2d6a559_148)] | | |
| Item 9C. | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i243c39e7ead24934bfd12c187b182c86_151)] [added: Inspections](#i9e1cab3e84814b498e3fbd10a2d6a559_151)] | | | [removed: [96](#i243c39e7ead24934bfd12c187b182c86_151)] [added: [92](#i9e1cab3e84814b498e3fbd10a2d6a559_151)] | | |
| | | | | | | [PART [removed: III](#i243c39e7ead24934bfd12c187b182c86_154)] [added: III](#i9e1cab3e84814b498e3fbd10a2d6a559_154)] | | | | | |
| Item 10. | | | | | | [Directors and Executive Officers of the [removed: Registrant](#i243c39e7ead24934bfd12c187b182c86_157)] [added: Registrant](#i9e1cab3e84814b498e3fbd10a2d6a559_157)] | | | [removed: [97](#i243c39e7ead24934bfd12c187b182c86_157)] [added: [93](#i9e1cab3e84814b498e3fbd10a2d6a559_157)] | | |
| Item 11. | | | | | | [Executive [removed: Compensation](#i243c39e7ead24934bfd12c187b182c86_160)] [added: Compensation](#i9e1cab3e84814b498e3fbd10a2d6a559_160)] | | | [removed: [97](#i243c39e7ead24934bfd12c187b182c86_160)] [added: [93](#i9e1cab3e84814b498e3fbd10a2d6a559_160)] | | |
| Item 12. | | | | | | [Security Ownership of Certain Beneficial Owners and [removed: Management](#i243c39e7ead24934bfd12c187b182c86_163)] [added: Management](#i9e1cab3e84814b498e3fbd10a2d6a559_163)] | | | [removed: [97](#i243c39e7ead24934bfd12c187b182c86_163)] [added: [93](#i9e1cab3e84814b498e3fbd10a2d6a559_163)] | | |
| Item 13. | | | | | | [Certain Relationships and Related [removed: Transactions](#i243c39e7ead24934bfd12c187b182c86_166)] [added: Transactions](#i9e1cab3e84814b498e3fbd10a2d6a559_166)] | | | [removed: [97](#i243c39e7ead24934bfd12c187b182c86_166)] [added: [93](#i9e1cab3e84814b498e3fbd10a2d6a559_166)] | | |
| Item 14. | | | | | | [Principal Accounting Fees and [removed: Services](#i243c39e7ead24934bfd12c187b182c86_169)] [added: Services](#i9e1cab3e84814b498e3fbd10a2d6a559_169)] | | | [removed: [97](#i243c39e7ead24934bfd12c187b182c86_169)] [added: [93](#i9e1cab3e84814b498e3fbd10a2d6a559_169)] | | |
| | | | | | | [PART [removed: IV](#i243c39e7ead24934bfd12c187b182c86_172)] [added: IV](#i9e1cab3e84814b498e3fbd10a2d6a559_172)] | | | | | |
| Item 15. | | | | | | [Exhibits, Financial Statement [removed: Schedules](#i243c39e7ead24934bfd12c187b182c86_175)] [added: Schedules](#i9e1cab3e84814b498e3fbd10a2d6a559_175)] | | | [removed: [98](#i243c39e7ead24934bfd12c187b182c86_175)] [added: [94](#i9e1cab3e84814b498e3fbd10a2d6a559_175)] | | |
| Item 16. | | | | | | [Form 10-K [removed: Summary](#i243c39e7ead24934bfd12c187b182c86_181)] [added: Summary](#i9e1cab3e84814b498e3fbd10a2d6a559_181)] | | | [removed: [108](#i243c39e7ead24934bfd12c187b182c86_181)] [added: [103](#i9e1cab3e84814b498e3fbd10a2d6a559_181)] | | |
This Annual Report on Form 10-K [removed: ("2024] [added: ("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").
In addition, words such as "estimate," "anticipate," [added: "will,"] "project," "plan," "intend," "believe," "expect," "likely," "predicted," "positioned," "continue," [removed: "target,"] "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 [removed: 2025] [added: 2026] outlook and plans, projections, expectations and estimates regarding (1) our [removed: strategy,] [added: strategy and] the value of our business [removed: model and the] [added: model, (2)] demand for our [removed: communications infrastructure, (2)] [added: towers, including factors driving such demand, (3)] the growth potential of the U.S. market for [removed: shared communications infrastructure, (3) growth in the communications infrastructure industry,] [added: towers,] (4) demand for data and factors driving such demand, (5) [removed: the duration of our construction projects, (6)] tenants' investment [removed: in wireless networks, (7) use of high-bandwidth applications, (8)] [added: to improve network quality and expand capacity, (6)] our ability to service our debt and comply with debt covenants, [removed: (9)] [added: (7)] the level of commitment under our debt instruments, [removed: (10)] [added: (8)] our ability to remain qualified as a real estate investment trust ("REIT"), [removed: (11)] [added: (9)] site rental revenues, [added: (10) our liquidity,] including the [removed: growth thereof, (12)] sources and uses [removed: of liquidity, (13)] [added: thereof, (11)] impact from the Sprint cancellations (as defined below), [removed: (14)] [added: (12) cash inflows and] drivers of cash flow growth, [added: (13) dividends and share repurchases, (14) discretionary and sustaining capital expenditures, including investments therein,] (15) [removed: our competitive advantage,] [added: non-renewals,] (16) our [removed: dividend policy] [added: restructuring activities, including cost saving charges related thereto,] and the [removed: timing, amount (including any increase or decrease), payment or tax characterization] [added: timing] of [removed: our dividends, (17) discretionary and sustaining capital expenditures] [added: payments] and [removed: expansion] [added: actions associated therewith, (17) pending sale] of our [removed: business,] [added: Fiber Business (as defined below),] (18) [removed: impact] [added: our capital allocation framework, (19) maintenance] of [removed: elevated interest][added: an]
Unless this [removed: 2024] [added: 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 [removed: 2024] [added: 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.
| | | | | | | [PART I](#i9e1cab3e84814b498e3fbd10a2d6a559_10) | | | | | |
| | | | | | | [PART II](#i9e1cab3e84814b498e3fbd10a2d6a559_34) | | | | | |
| [Signatures](#i9e1cab3e84814b498e3fbd10a2d6a559_190) | | | | | | | | | [106](#i9e1cab3e84814b498e3fbd10a2d6a559_190) | | |
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.
| | | | | | | [PART I](#i243c39e7ead24934bfd12c187b182c86_10) | | | | | |
| | | | | | | [PART II](#i243c39e7ead24934bfd12c187b182c86_34) | | | | | |
| [Signatures](#i243c39e7ead24934bfd12c187b182c86_190) | | | | | | | | | [111](#i243c39e7ead24934bfd12c187b182c86_190) | | |
rates, (19) the growth in our business and its driving factors, (20) our ESG (as defined below) goals, including carbon neutrality, (21) non-renewals, (22) restructuring activities and the cost reductions, charges, payments, scope, actions and savings associated therewith, including timing, amounts, and impact, (23) Fiber strategic review, (24) impacts of small cell node cancellations, (25) small cell nodes backlog and deployment, including timing of small cell deployments, (26) actions by activist stockholders and the impact therefrom, (27) the impacts to our business and results stemming from the changes to our strategy and operating plans as a result of the Fiber operating review, including with respect to Fiber capital investments, revenues and cash flows, (28) the valuation of the Fiber segment in connection with the goodwill impairment charge, (29) the Strategic Fiber Agreement and Strategic Fiber Transaction (each as defined below) and pending sale of our Fiber Business (as defined below), including the timing, completion and scope thereof, the potential impacts on our business and results, and the activities and loss associated therewith, (30) the impacts stemming from changes to our capital allocation framework, including an anticipated decrease of our dividend, and (31) maintenance of an investment grade credit profile.
Whether dividends are to be declared and the amount and timing thereof remain subject to the discretion of our board of directors.
Item 1C. Cybersecurity
6 rewritten, 2 added, 2 removed, 17 unchanged
Our CISO [removed: and CIO have] [added: has] extensive experience assessing and managing cybersecurity programs and [removed: cybersecurity] risk.
Our CISO has over 25 years of cybersecurity experience, including [removed: having served] as Chief Technology Officer/CISO and co-founder of two cybersecurity [removed: companies, during which time he provided cybersecurity consulting services to Fortune 500] companies and [removed: taught] [added: as the Director of Security Services for] a [removed: digital and] [added: large] network [removed: forensics course at the National Computer Forensics Institute.][added: infrastructure company.]
The [removed: CIO] [added: CISO] periodically reports to the Audit Committee regarding cybersecurity risk exposure and risk mitigation strategies.
The board of directors also may review and assess cybersecurity risks [added: as part of its role] in [added: overseeing the Company's enterprise risk management, including in] connection with its review of [removed: our company's] [added: the Company's] mission critical risks.
While we have not, as of the date of this [removed: 2024] [added: 2025 Form] 10-K, experienced a cybersecurity threat or incident that resulted in a material adverse impact to our business or operations, there can be no guarantee that we will not experience such an incident in the future.
[removed: See "Risk Factors"] [added: Risk Factors*"] for more information on our [removed: cybersecurity] [added: cybersecurity-related] risks.
The Audit Committee oversees the Company's internal controls regarding cybersecurity and reviews with management the Company’s significant cybersecurity and other information technology risks, controls and procedures, including internal policies, plans and processes to monitor, mitigate or remediate such risks.
See "*Item 1A.
Our CISO reports directly to our Executive Vice President and Chief Information Officer ("CIO"), who reports to our CEO.
Prior to joining our company, our CISO served as the Director of Security Services for a large network infrastructure company, and our CIO was responsible for network security policies, technology, and operations, including intrusion detection systems and conduct penetration testing, at another large public company.
Item 2. Properties
7 rewritten, 8 added, 4 removed, 15 unchanged
We own, lease or manage [removed: more than] [added: approximately] 40,000 towers geographically dispersed throughout the U.S. Towers are vertical metal structures generally ranging in height from 50 to 300 feet.
[removed: Additionally, we own or lease] [added: These properties consist of] approximately 90,000 route miles of fiber primarily supporting our (1) approximately 105,000 small cell nodes either currently generating revenue or under contract and (2) fiber solutions.
See the following for further information regarding our [removed: communications infrastructure:][added: towers:]
Approximately [removed: 54%] [added: 55%] of our towers are leased or subleased or operated and managed under master leases, subleases, or other agreements with AT&T and T-Mobile (including those which T-Mobile assumed in its merger with Sprint).
See note [removed: 4] [added: 5] to our consolidated financial statements and *"Item 1A.
Substantially all of our [removed: communications infrastructure] [added: towers] can accommodate additional tenancy, either as currently constructed or with appropriate modifications.
Additionally, if so inclined as a result of a request for a tenant addition, we could generally replace an existing tower with another tower, [removed: replace a small cell network antenna with another antenna or overlay additional fiber in order to provide additional coverage or capacity,] subject to certain restrictions.
*Towers*
*Discontinued Operations*
As of December 31, 2025, the Company owned or leased certain properties previously used in its Fiber segment, which has been classified as a discontinued operation.
As a result of the Strategic Fiber Transaction, these properties are classified as discontinued operations and are not utilized in the Company's continuing operations.
Business", "Item 7.
MD&A—General Overview",* and note 3 to our consolidated financial statements for further discussion of the Strategic Fiber Transaction.
Following the closure of the Strategic Fiber Transaction, which we expect to occur in the first half of 2026, we anticipate having four offices, including our principal corporate headquarters located in Houston, Texas.
See *"Item 1.
*Communications Infrastructure*
Our small cells and fiber are typically located outdoors and are often attached to public right-of-way infrastructure, including utility poles or street lights.
Our principal corporate headquarters is owned and located in Houston, Texas.
In addition, we have offices throughout the U.S. in locations convenient for the management and operation of our communications infrastructure, with significant consideration being given to the amount of our communications infrastructure located in a particular area.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
10 rewritten, 8 added, 3 removed, 17 unchanged
As of [removed: March 12, 2025,] [added: February 19, 2026,] there were approximately [removed: 540] [added: 509] holders of record of our common stock.
We [removed: are updating] [added: have updated] our capital allocation framework to focus more on free cash flow generation and financial flexibility, which [removed: we currently expect to result in a reduction to] [added: primarily drove] our [removed: dividend, beginning with] [added: decision to reduce] our [removed: expected] [added: dividend in the] second quarter [removed: 2025 dividend.][added: of 2025.]
As we grow cash [removed: flows thereafter,] [added: flows,] we expect to increase our dividend per share.
[added: Whether dividends are to be declared and the amount and timing thereof remain subject to the discretion of our board of directors,] based on then-current or anticipated future conditions, including our earnings, net cash generated by operating activities, capital requirements, financial condition, our relative market capitalization, our existing NOLs, or other factors deemed relevant by our board of directors.
MD&A—Liquidity and Capital Resources—Financing Activities—Common Stock"* and notes [removed: 9 and] 10 [added: and 11] to our consolidated financial statements.
The following performance graph is a comparison of the five-year cumulative total stockholder return on our common stock against the cumulative total return of the S&P 500 Market Index and the FTSE NAREIT All Equity REITs Index for the period commencing December 31, [removed: 2019] [added: 2020] and ending December 31, [removed: 2024.][added: 2025.]
[removed: ][added: ]
| Company/Market/Index | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |
| FTSE NAREIT All Equity REITs Index | | | | | | 100.00 | | | | | | [removed: 94.88] [added: 141.30] | | | | | | [removed: 134.06] [added: 106.05] | | | | | | [removed: 100.62] [added: 118.09] | | | | | | [removed: 112.04] [added: 123.90] | | | | | | [removed: 117.56] [added: 126.71] | | |
The performance graph above and related text are being furnished solely to accompany this [removed: 2024] [added: 2025] Form 10-K pursuant to Item 201(e) of Regulation S-K, and are not being filed for purposes of Section 18 of the Exchange Act, and are not to be incorporated by reference into any filing of ours, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Recent Sales of Unregistered Equity Securities
There were no sales of of unregistered equity securities for the twelve months ended December 31, 2025.
2024 At-the-Market Stock Offering Program
As of February 19, 2026, we had $750 million of gross sales of common stock availability remaining on our 2024 ATM Program.
See *"Item 7.
MD&A—Liquidity and Capital Resources"* and note 11 to our consolidated financial statements.
| Crown Castle Inc. | | | | | | $ | 100.00 | | | | | $ | 135.08 | | | | | $ | 91.08 | | | | | $ | 81.75 | | | | | $ | 68.35 | | | | | $ | 70.38 | |
| S&P 500 Market Index | | | | | | 100.00 | | | | | | 128.71 | | | | | | 105.40 | | | | | | 133.10 | | | | | | 166.40 | | | | | | 196.16 | | |
Whether dividends are to be declared and the amount and timing thereof remain subject to the discretion of our board of directors.
| Crown Castle Inc. | | | | | | $ | 100.00 | | | | | $ | 115.61 | | | | | $ | 156.16 | | | | | $ | 105.39 | | | | | $ | 94.54 | | | | | $ | 79.04 | |
| S&P 500 Market Index | | | | | | 100.00 | | | | | | 118.40 | | | | | | 152.39 | | | | | | 124.79 | | | | | | 157.59 | | | | | | 197.02 | | |
Item 8. Financial Statements and Supplementary Data
423 rewritten, 259 added, 253 removed, 627 unchanged
| Report of Independent Registered Public Accounting Firm (PCAOB ID 238) | | | [removed: [57](#i243c39e7ead24934bfd12c187b182c86_64)] [added: [56](#i9e1cab3e84814b498e3fbd10a2d6a559_64)] | | |
| [Consolidated Balance Sheet as of December [removed: 31,](#i243c39e7ead24934bfd12c187b182c86_67) 2024] [added: 31,](#i9e1cab3e84814b498e3fbd10a2d6a559_67) 2025] and [removed: 2023] [added: 2024] | | | [removed: [60](#i243c39e7ead24934bfd12c187b182c86_67)] [added: [58](#i9e1cab3e84814b498e3fbd10a2d6a559_67)] | | |
| [Consolidated Statement of Operations and Comprehensive Income (Loss) for each of the three years in the period ended December [removed: 31,](#i243c39e7ead24934bfd12c187b182c86_73) 2024] [added: 31,](#i9e1cab3e84814b498e3fbd10a2d6a559_73) 2025] | | | [removed: [61](#i243c39e7ead24934bfd12c187b182c86_73)] [added: [59](#i9e1cab3e84814b498e3fbd10a2d6a559_73)] | | |
| [Consolidated Statement of Cash Flows for each of the three years in the period ended December [removed: 31,](#i243c39e7ead24934bfd12c187b182c86_76) 2024] [added: 31,](#i9e1cab3e84814b498e3fbd10a2d6a559_76) 2025] | | | [removed: [62](#i243c39e7ead24934bfd12c187b182c86_76)] [added: [60](#i9e1cab3e84814b498e3fbd10a2d6a559_76)] | | |
| Consolidated Statement of Equity (Deficit) for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] | | | [removed: [63](#i243c39e7ead24934bfd12c187b182c86_79)] [added: [61](#i9e1cab3e84814b498e3fbd10a2d6a559_79)] | | |
| [Notes to Consolidated Financial [removed: Statements](#i243c39e7ead24934bfd12c187b182c86_82)] [added: Statements](#i9e1cab3e84814b498e3fbd10a2d6a559_82)] | | | [removed: [64](#i243c39e7ead24934bfd12c187b182c86_82)] [added: [62](#i9e1cab3e84814b498e3fbd10a2d6a559_82)] | | |
| Schedule II - Valuation and Qualifying Accounts for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [109](#i243c39e7ead24934bfd12c187b182c86_184)] [added: [104](#i9e1cab3e84814b498e3fbd10a2d6a559_184)] | | |
| Schedule III - Schedule of Real Estate and Accumulated Depreciation for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [110](#i243c39e7ead24934bfd12c187b182c86_187)] [added: [105](#i9e1cab3e84814b498e3fbd10a2d6a559_187)] | | |
We have audited the accompanying consolidated balance sheet of Crown Castle Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of operations and comprehensive income (loss), of equity (deficit) and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes and financial statement schedules listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).
We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial [removed: statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.][added: statements.]
*Revenue Recognition - [removed: Towers Segment -] Site Rental Revenues*
[removed: As described in Notes 2 and 14 to the consolidated financial statements, the] [added: The] Company recognized [removed: $4,266] [added: $4,049] million in site rental revenues [removed: from the Towers segment] for the year ended December 31, [removed: 2024.][added: 2025.]
The Company generates site rental revenues from its core business by providing tenants with [removed: access] [added: access, including space or capacity,] to its [removed: shared communications infrastructure] [added: towers] via long-term tenant contracts in various forms, including lease, [removed: license, sublease] [added: license] and [removed: service] [added: sublease] agreements.
[removed: Providing] [added: Typically, providing] such access over the length of the tenant contract term represents the Company’s sole performance obligation under its tenant contracts.
The principal considerations for our determination that performing procedures relating to revenue recognition for [removed: the] site rental revenues [removed: from the Towers segment] is a critical audit matter are a high degree of auditor effort in performing procedures and evaluating audit evidence related to revenue recognition for [removed: the] site rental [removed: revenues from the Towers segment.][added: revenues.]
These procedures included testing the effectiveness of controls relating to revenue recognition for [removed: the] site rental [removed: revenues from the Towers segment.][added: revenues.]
If the carrying amount of [removed: a] [added: the] reporting unit is greater than its fair value, an impairment loss shall be recognized in an amount equal to such excess, limited to the total amount of goodwill allocated to the reporting unit.
[removed: Management] [added: The Company] performed [removed: the] [added: its] most recent annual goodwill impairment test [removed: in] [added: during] the fourth quarter of [removed: 2024.][added: 2025, which resulted in no impairment.]
| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |
| Cash and cash equivalents | | | $ | [removed: 119] [added: 92] | | | | | $ | [added: 13 | | | | | $ |] 105 | |
| Restricted cash and cash [removed: equivalents] [added: equivalents, current] | | | [removed: 171] [added: 170] | | | | | | [added: 1 | | | | | |] 171 | | |
| Receivables, net of allowance of [removed: $22] [added: $9] and [removed: $19,] [added: $9,] respectively | | | [removed: 478] [added: 172] | | | | | | [removed: 481] [added: 129] | | |
| Prepaid expenses | | | [removed: 106] [added: 79] | | | | | | [removed: 103] [added: 74] | | |
| Current portion of deferred site rental receivables | | | [removed: 176] [added: 167] | | | | | | [removed: 116] [added: 164] | | |
| Other current assets | | | [removed: 40] [added: 23] | | | | | | [removed: 56] [added: 24] | | |
| Total current assets | | | [removed: 1,090] [added: 1,144] | | | | | | [removed: 1,032] [added: 1,090] | | |
| Deferred site rental receivables | | | [removed: 2,343] [added: 8] | | | | | | [removed: 2,239] [added: 7] | | |
| Property and equipment, net | | | [removed: 15,495] [added: 6,273] | | | | | | [removed: 15,666] [added: 6,577] | | |
| Operating lease right-of-use assets | | | [removed: 5,797] [added: 5,473] | | | | | | [removed: 6,187] [added: 5,600] | | |
| Goodwill | | | 5,127 | | | | | | [removed: 10,085] [added: 5,127] | | |
| Site rental contracts and tenant relationships, net | | | [removed: 2,727] [added: 30] | | | | | | [removed: 3,122] [added: 30] | | |
| Other intangible assets, net | | | [removed: 54] [added: 27] | | | | | | [removed: 57] [added: 28] | | |
| Other assets, net | | | [removed: 103] [added: 61] | | | | | | [removed: 139] [added: 58] | | |
| Total assets | | | $ | [removed: 32,736] [added: 31,518] | | | | | $ | [removed: 38,527] [added: 32,736] | |
| Accounts payable | | | $ | [removed: 192] [added: 71] | | | | | $ | [removed: 252] [added: 48] | |
| Accrued interest | | | [removed: 244] [added: 235] | | | | | | [removed: 219] [added: 244] | | |
| Other accrued liabilities | | | [removed: 359] [added: 168] | | | | | | [removed: 342] [added: 167] | | |
*Discontinued Operations – Sale of the Fiber Business*
As described in Notes 1 and 3 to the consolidated financial statements, on March 13, 2025, the Company signed an agreement to sell its fiber solutions and small cell businesses (“Fiber Business”).
Under the agreement, the Company will receive $8.5 billion in aggregate cash proceeds, subject to certain closing adjustments.
The Company recorded a loss from disposal of discontinued operations of $1.6 billion for the year ended December 31, 2025 related to the classification of the Fiber Business as “held for sale”, which represents the excess of the carrying value of the Fiber Business over the purchase price, less estimated costs to sell.
The principal consideration for our determination that performing procedures relating to discontinued operations associated with the sale of the Fiber Business is a critical audit matter is a high degree of auditor effort in performing procedures related to management’s calculation of the loss from disposal of discontinued operations and the presentation of the Fiber Business as discontinued operations in the consolidated financial statements and related disclosures.
These procedures included testing the effectiveness of controls relating to management’s calculation of the loss from disposal of discontinued operations and the presentation of the Fiber Business as discontinued operations in the consolidated financial statements and related disclosures.
These procedures also included, among others (i) reading the agreement; (ii) testing management’s calculation of the loss from disposal of discontinued operations; (iii) evaluating the presentation of amounts included in discontinued operations, which included agreeing such amounts to the Company’s historical accounting records; and (iv) evaluating the sufficiency of the disclosures in the consolidated financial statements.
February 23, 2026
| | | | 2025 | | | | | | 2024 | | |
| Restricted cash and cash equivalents | | | 170 | | | | | | 170 | | |
| Current assets of discontinued operations (note 3) | | | 434 | | | | | | 429 | | |
| Non-current assets of discontinued operations (note 3) | | | 10,291 | | | | | | 10,968 | | |
| Deferred revenues | | | 192 | | | | | | 141 | | |
| Current maturities of debt and other obligations | | | 2,783 | | | | | | 603 | | |
| Current liabilities of discontinued operations (note 3) | | | 762 | | | | | | 710 | | |
| Debt and other long-term obligations | | | 21,554 | | | | | | 23,451 | | |
| Non-current liabilities of discontinued operations (note 3) | | | 1,552 | | | | | | 1,534 | | |
| Site rental | | | $ | 4,049 | | | | | $ | 4,268 | | | | | $ | 4,313 | |
| Net revenues | | | 4,264 | | | | | | 4,460 | | | | | | 4,734 | | |
| Site rental | | | 992 | | | | | | 983 | | | | | | 961 | | |
| Total operating expenses | | | 2,189 | | | | | | 2,342 | | | | | | 2,637 | | |
| Operating income (loss) | | | 2,075 | | | | | | 2,118 | | | | | | 2,097 | | |
| Income (loss) from continuing operations before income taxes | | | 1,119 | | | | | | 1,180 | | | | | | 1,258 | | |
| Income (loss) from continuing operations | | | 1,103 | | | | | | 1,162 | | | | | | 1,237 | | |
| Income (loss) from discontinued operations before gain (loss) from disposal, net of tax | | | 916 | | | | | | (5,065) | | | | | | 265 | | |
| Gain (loss) from disposal of discontinued operations | | | (1,575) | | | | | | — | | | | | | — | | |
| Income (loss) from discontinued operations, net of tax | | | (659) | | | | | | (5,065) | | | | | | 265 | | |
| Income (loss) from continuing operations, basic | | | $ | 2.53 | | | | | $ | 2.68 | | | | | $ | 2.85 | |
| Income (loss) from discontinued operations, basic | | | (1.51) | | | | | | (11.66) | | | | | | 0.61 | | |
| Income (loss) from continuing operations, diluted | | | $ | 2.52 | | | | | $ | 2.68 | | | | | $ | 2.85 | |
| Income (loss) from discontinued operations, diluted | | | (1.51) | | | | | | (11.66) | | | | | | 0.61 | | |
| Net Income (loss) | | | $ | 444 | | | | | $ | (3,903) | | | | | $ | 1,502 | |
| (Income) loss from discontinued operations before (gain) loss from disposal, net of tax | | | (916) | | | | | | 5,065 | | | | | | (265) | | |
| (Gain) loss from disposal of discontinued operations | | | 1,575 | | | | | | — | | | | | | — | | |
| Income (loss) from continuing operations | | | 1,103 | | | | | | 1,162 | | | | | | 1,237 | | |
| Asset write-down charges | | | 11 | | | | | | 11 | | | | | | 9 | | |
| Net cash provided by (used for) operating activities from discontinued operations | | | 1,185 | | | | | | 1,123 | | | | | | 1,192 | | |
| Capital expenditures | | | (182) | | | | | | (176) | | | | | | (243) | | |
| Net cash provided by (used for) investing activities from discontinued operations | | | (980) | | | | | | (1,045) | | | | | | (1,185) | | |
(a)Inclusive of cash and cash equivalents and restricted cash and cash equivalents included in discontinued operations.
| | | | | | |
| --- | --- | --- | --- | --- | --- |
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
*Quantitative Goodwill Impairment Test – Fiber Reporting Unit*
As described in Notes 2 and 5 to the consolidated financial statements, the Company’s consolidated goodwill balance was $5,127 million as of December 31, 2024.
Management tests goodwill for impairment at least annually or whenever events or circumstances indicate the carrying amount may not be recoverable.
The quantitative goodwill impairment test compares the estimated fair value of the reporting unit and the carrying value of the reporting unit.
The quantitative impairment test indicated that the carrying amount of the Company’s Fiber reporting unit exceeded its estimated fair value.
As such, management recorded an impairment charge of $4,958 million, which resulted in no goodwill remaining for the Fiber reporting unit.
The means of estimating the fair value of the Company’s reporting units is using discounted cash flow (DCF) models developed by management.
Key assumptions and estimates used in the DCF models included projected future revenues, operating cash flows, capital expenditures (net of certain payments received from customers), an exit multiple and a discount rate.
The principal considerations for our determination that performing procedures relating to the quantitative goodwill impairment test of the Fiber reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Fiber reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing the procedures and evaluating management’s significant assumptions related to the exit multiple and discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
These procedures included testing the effectiveness of controls relating to management’s quantitative goodwill impairment test, including controls over the valuation of the Fiber reporting unit.
These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Fiber reporting unit; (ii) evaluating the appropriateness of the DCF model used by management; (iii) testing the completeness and accuracy of underlying data used in the DCF model; and (iv) evaluating the reasonableness of management’s significant
assumptions related to the exit multiple and discount rate.
Evaluating management's assumption related to the exit multiple involved evaluating whether the assumption used by management was reasonable considering the consistency with external market and industry data.
Professionals with specialized skill and knowledge were used to assist in the evaluation of (i) the appropriateness of the DCF model and (ii) the reasonableness of the exit multiple and discount rate assumptions.
March 14, 2025
| Deferred revenues | | | 476 | | | | | | 605 | | |
| | | | | | | | | | | | | | | | | | |
| Site rental | | | $ | 6,358 | | | | | $ | 6,532 | | | | | $ | 6,289 | |
| Services and other | | | 210 | | | | | | 449 | | | | | | 697 | | |
| Net revenues | | | 6,568 | | | | | | 6,981 | | | | | | 6,986 | | |
| Site rental | | | 1,728 | | | | | | 1,664 | | | | | | 1,602 | | |
| Services and other | | | 119 | | | | | | 316 | | | | | | 466 | | |
| Total operating expenses | | | 9,506 | | | | | | 4,612 | | | | | | 4,561 | | |
| Operating income (loss) | | | (2,938) | | | | | | 2,369 | | | | | | 2,425 | | |
| Gains (losses) on retirement of long-term obligations | | | — | | | | | | — | | | | | | (28) | | |
| Income (loss) before income taxes | | | (3,879) | | | | | | 1,528 | | | | | | 1,691 | | |
| Goodwill impairment charges | | | 4,958 | | | | | | — | | | — | | | — | | |
| (Gains) losses on retirement of long-term obligations | | | — | | | | | | — | | | | | | 28 | | |
| Capital expenditures | | | (1,222) | | | | | | (1,424) | | | | | | (1,310) | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance, December 31, 2021 | | | 432 | | | | | | $ | 4 | | | | | $ | 18,011 | | | | | $ | (4) | | | | | $ | (9,753) | | | | | $ | 8,258 | |
(Tabular dollars in millions, except per share amounts)
The Company's operating segments consist of (1) Towers and (2) Fiber.
The Fiber Business did not meet the criteria for assets held for sale as of December 31, 2024, and therefore remains presented as a component of continuing operations.
As a result, this document, unless otherwise noted, does not contemplate the planned sale of the Fiber Business.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
An excerpt. Shown here: 40 of 423 rewritten, 40 of 259 added and 40 of 253 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2025 filing and the FY2024 filing.
Item 9A. Controls and Procedures
5 rewritten, 0 added, 0 removed, 14 unchanged
In connection with the preparation of the [removed: 2024] [added: 2025] Form 10-K, the Company's management conducted an evaluation, under the supervision and with the participation of the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act")).
Based upon their evaluation, the CEO and CFO concluded that as of December 31, [removed: 2024,] [added: 2025,] the Company's disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and to provide reasonable assurance that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company's management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
Management has assessed the effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]
Based on the Company's assessment, management has concluded that the Company's internal control over financial reporting was effective as of December 31, [removed: 2024] [added: 2025] to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles in the United States of America.
The effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in Part II, Item 8 of the [removed: 2024] [added: 2025] Form 10-K.
Item 9B. Other Information
0 rewritten, 1 added, 1 removed, 0 unchanged
During the fiscal three months ended December 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a1(f) under the Exchange Act) adopted or terminated any contract, instruction, or written plan for the purchase or sale of the Company’s securities intended to satisfy the conditions of the affirmative defense provided by Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K.
None.
Item 10. Directors and Executive Officers of the Registrant
2 rewritten, 0 added, 0 removed, 1 unchanged
The information required to be furnished pursuant to this item will be set forth under "Executive Compensation*—*Executive Officers," "Election of Directors*—*Nominees for Director," "Other Matters*—*Delinquent Section 16(a) Reports," if applicable, "Election of Directors*—*Board Committees" and "Other Matters*—*Available Information" in the [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.
A copy of our Insider Trading Policy is filed as Exhibit 19 to this [removed: 2024] [added: 2025] Form 10-K.
Item 11. Executive Compensation
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required to be furnished pursuant to this item will be set forth under "Executive Compensation," [removed: except as to the information required pursuant to Item 402(v) of Regulation S-K relating to pay versus performance,] "Election of Directors*—*Board Compensation," "Election of Directors*—*Director Compensation Table for [removed: 2024"] [added: 2025"] and "Election of Directors*—*Board Committees*—*Compensation Committee Interlocks and Insider Participation" in the [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
6 rewritten, 0 added, 0 removed, 7 unchanged
The information required to be furnished pursuant to this item will be set forth under "Other Matters*—*Beneficial Ownership of Common Stock" in the [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.
The following table summarizes information with respect to equity compensation plans under which equity securities of the registrant are authorized for issuance as of December 31, [removed: 2024:][added: 2025:]
| Equity compensation plans approved by security holders | | | | | | — | | | | | | $ | — | | | | | [removed: 15] [added: 14] | | | (b) | | |
| Total | | | | | | — | | | | | | $ | — | | | | | [removed: 15] [added: 14] | | | | | |
(a)See note [removed: 11] [added: 12] to the consolidated financial statements for more detailed information regarding the registrant's equity compensation plan.
Of the shares remaining available for future issuance, [removed: 0.4 million and 2.2 million] [added: there were no] shares [removed: may be issued] [added: available for issuance] pursuant to outstanding RSUs granted under the 2013 LTIP and [added: approximately 2.8 million shares available for issuance pursuant to outstanding RSUs granted under] the 2022 [removed: LTIP, respectively.][added: LTIP.]
Item 13. Certain Relationships and Related Transactions
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required to be furnished pursuant to this item will be set forth under "Election of Directors*—*Certain Relationships and Related Transactions" and "Election of Directors*—*Board Independence" in the [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
1 rewritten, 0 added, 0 removed, 1 unchanged
The information required to be furnished pursuant to this item will be set forth under "Ratification of Appointment of Independent Registered Public Accountants" in the [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.
Item 15. Exhibits, Financial Statement Schedules
109 rewritten, 2 added, 12 removed, 58 unchanged
| The list of financial statements filed as part of this report is submitted as a separate section, the index to which is located on page [removed: [56](#i243c39e7ead24934bfd12c187b182c86_61).] [added: [55](#i9e1cab3e84814b498e3fbd10a2d6a559_61).] | | |
| Schedule II—Valuation and Qualifying Accounts for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] which is located on page [removed: [109](#i243c39e7ead24934bfd12c187b182c86_184).] [added: [104](#i9e1cab3e84814b498e3fbd10a2d6a559_184).] | | |
| Schedule III—Schedule of Real Estate and Accumulated Depreciation for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] which is located on page [removed: [110](#i243c39e7ead24934bfd12c187b182c86_187).] [added: [105](#i9e1cab3e84814b498e3fbd10a2d6a559_187).] | | |
All other schedules are omitted because they are not applicable or because the required information is contained in the financial statements or notes thereto included in this [removed: 2024] [added: 2025] Form 10-K.
| [removed: 2.2] [added: 10.43] | | | | | | [removed: [Stock Purchase Agreement,] [added: [Master Agreement] dated as of [removed: April 29, 2015, by and] [added: October 18, 2013,] among [removed: Quanta Services, Inc.,] [added: AT&T Inc. and] Crown Castle International [removed: Corp. and CC SCN Fiber LLC](https://www.sec.gov/Archives/edgar/data/1051470/000105147015000088/exhibit105033115.htm)] [added: Corp.](https://www.sec.gov/Archives/edgar/data/1051470/000119312513404589/d614058dex101.htm)] | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | 001-16441 | | | | | | [removed: May 8, 2015] [added: October 21, 2013] | | | | | | [removed: 10.5] [added: 10.1] | | |
| [removed: 2.3] [added: 2.2] | | | | | | [Agreement for the Sale and Purchase of the Shares of Crown Castle Australia Holdings Pty Ltd, dated May 14, 2015, by and among Crown Castle International Corp., Crown Castle Operating LLC, The Trust Company (Nominees) Limited, Todd International Investments Limited, Oceania Capital Limited, Birdsong Capital Limited, Baytown Investments Limited, Heritage PTC LLC, David Lloyd CCA Limited, Turri Finance Pty Ltd and Turri Bidco Pty Ltd](https://www.sec.gov/Archives/edgar/data/1051470/000105147015000114/ccalsaleagreement.htm) | | | | | | 10-Q | | | | | | 001-16441 | | | | | | August 7, 2015 | | | | | | 10.2 | | |
| 3.1 | | | | | | [removed: [Restated] [added: [Amended and Restated] Certificate of Incorporation of Crown Castle Inc., dated [removed: July 25, 2023](https://www.sec.gov/Archives/edgar/data/1051470/000105147023000128/exhibit31restatedcertifica.htm)] [added: May 21, 2025](https://www.sec.gov/Archives/edgar/data/1051470/000105147025000147/exhibit31-amendedandrestat.htm)] | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | 001-16441 | | | | | | [removed: August 2, 2023] [added: May 21, 2025] | | | | | | 3.1 | | |
| [removed: 4.2] [added: 4.1] | | | | | | [Indenture, dated as of June 1, 2005, by and among JPMorgan Chase Bank, N.A., as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communications Inc., Crown Castle PT Inc., Crown Communication New York, Inc. and Crown Castle International Corp. de Puerto Rico, collectively as Issuers, relating to the Senior Secured Tower Revenue Notes](https://www.sec.gov/Archives/edgar/data/1051470/000119312505122907/dex41.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | June 9, 2005 | | | | | | 4.1 | | |
| [removed: 4.3] [added: 4.2] | | | | | | [Indenture Supplement, dated December 1, 2023, by and among Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication LLC, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC, Crown Castle MUPA LLC and The Bank of New York Mellon (as successor to The Bank of New York, as successor to JPMorgan Chase Bank, N.A.), as trustee.](https://www.sec.gov/Archives/edgar/data/1051470/000119312523287479/d471257dex41.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | December 1, 2023 | | | | | | 4.1 | | |
| [removed: 4.4] [added: 4.3] | | | | | | I[ndenture Supplement, dated as of September 26, 2006, by and among JPMorgan Chase Bank, N.A., as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication New York, Inc. and Crown Castle International Corp. de Puerto Rico, collectively, as Issuers, relating to the Senior Secured Tower Revenue Notes, Series 2005-1](https://www.sec.gov/Archives/edgar/data/1051470/000119312506200276/dex101.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | September 29, 2006 | | | | | | 10.1 | | |
| [removed: 4.5] [added: 4.4] | | | | | | [Indenture Supplement, dated as of November 29, 2006, relating to the Senior Secured Tower Revenue Notes, Series 2006-1, by and among The Bank of New York (as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication New York, Inc., Crown Castle International Corp. de Puerto Rico, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers](https://www.sec.gov/Archives/edgar/data/1051470/000119312506247029/dex41.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | December 5, 2006 | | | | | | 4.1 | | |
| [removed: 4.6] [added: 4.5] | | | | | | [Indenture Supplement, dated as of January 15, 2010, relating to the Senior Secured Tower Revenue Notes, Series 2010-1, by and among The Bank of New York Mellon (as successor to The Bank of New York as successor to J.P. Morgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication New York, Inc., Crown Castle International Corp. de Puerto Rico, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers](https://www.sec.gov/Archives/edgar/data/1051470/000119312510008859/dex41.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | January 20, 2010 | | | | | | 4.1 | | |
| [removed: 4.7] [added: 4.6] | | | | | | [Indenture Supplement, dated as of January 15, 2010, relating to the Senior Secured Tower Revenue Notes, Series 2010-2, by and among The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication New York, Inc., Crown Castle International Corp. de Puerto Rico, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers](https://www.sec.gov/Archives/edgar/data/1051470/000119312510008859/dex42.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | January 20, 2010 | | | | | | 4.2 | | |
| [removed: 4.8] [added: 4.7] | | | | | | [Indenture Supplement, dated as of January 15, 2010, relating to the Senior Secured Tower Revenue Notes, Series 2010-3, by and among The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication Inc., Crown Castle PT Inc., Crown Communication New York, Inc., Crown Castle International Corp. de Puerto Rico, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers](https://www.sec.gov/Archives/edgar/data/1051470/000119312510008859/dex43.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | January 20, 2010 | | | | | | 4.3 | | |
| [removed: 4.9] [added: 4.8] | | | | | | [Indenture Supplement, dated as of June 30, 2014, by and among The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication LLC, Crown Castle PT Inc., Crown Communication New York, Inc., Crown Castle International Corp. de Puerto Rico, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, relating to the Senior Secured Tower Revenue Notes](https://www.sec.gov/Archives/edgar/data/1051470/000095015714000732/ex4-1.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | July 1, 2014 | | | | | | 4.1 | | |
| [removed: 4.10] [added: 4.9] | | | | | | [Indenture Supplement, dated as of May 15, 2015, by and among The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication LLC, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers, relating to the Senior Secured Tower Revenue Notes, Series 2015-1](https://www.sec.gov/Archives/edgar/data/1051470/000119312515196928/d931299dex41.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | May 21, 2015 | | | | | | 4.1 | | |
| [removed: 4.11] [added: 4.10] | | | | | | [Indenture Supplement, dated as of May 15, 2015, by and among The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication LLC, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers, relating to the Senior Secured Tower Revenue Notes, Series 2015-2](https://www.sec.gov/Archives/edgar/data/1051470/000119312515196928/d931299dex42.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | May 21, 2015 | | | | | | 4.2 | | |
| [removed: 4.12] [added: 4.11] | | | | | | [Indenture Supplement, dated as of July 11, 2018, by and among The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication LLC, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers, relating to the Senior Secured Tower Revenue Notes, Series 2018-1, Class C-2023](https://www.sec.gov/Archives/edgar/data/1051470/000095015718000823/ex4-1.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | July 16, 2018 | | | | | | 4.1 | | |
| [removed: 4.13] [added: 4.12] | | | | | | [Indenture Supplement, dated as of July 11, 2018, by and among The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication LLC, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers, relating to the Senior Secured Tower Revenue Notes, Series 2018-2, Class C-2028](https://www.sec.gov/Archives/edgar/data/1051470/000095015718000823/ex4-2.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | July 16, 2018 | | | | | | 4.2 | | |
| [removed: 4.14] [added: 4.13] | | | | | | [Indenture Supplement, dated as of July 11, 2018, by and among The Bank of New York Mellon (as successor to The Bank of New York as successor to JPMorgan Chase Bank, N.A.), as Indenture Trustee, and Crown Castle Towers LLC, Crown Castle South LLC, Crown Communication LLC, Crown Castle Towers 05 LLC, Crown Castle PR LLC, Crown Castle MU LLC and Crown Castle MUPA LLC, collectively as Issuers, relating to the Senior Secured Tower Revenue Notes, Series 2018-1, Class R-2028](https://www.sec.gov/Archives/edgar/data/1051470/000095015718000823/ex4-3.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | July 16, 2018 | | | | | | 4.3 | | |
| [removed: 4.15] [added: 4.14] | | | | | | [Indenture dated July 31, 2009, between Pinnacle Towers Acquisition Holdings LLC, GS Savings Inc., GoldenState Towers, LLC, Pinnacle Towers Acquisition LLC, Tower Ventures III, LLC and TVHT, LLC, as Issuers, Global Signal Holdings III, LLC, as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee, relating to Senior Secured Notes](https://www.sec.gov/Archives/edgar/data/1051470/000119312509163853/dex41.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | August 4, 2009 | | | | | | 4.1 | | |
| [removed: 4.16] [added: 4.15] | | | | | | [Indenture Supplement dated July 31, 2009, between Pinnacle Towers Acquisition Holdings LLC, GS Savings Inc., GoldenState Towers, LLC, Pinnacle Towers Acquisition LLC, Tower Ventures III, LLC and TVHT, LLC, as Issuers, Global Signal Holdings III, LLC, as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee, relating to Senior Secured Notes, Series 2009-1, Class A-2](https://www.sec.gov/Archives/edgar/data/1051470/000119312509163853/dex42.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | August 4, 2009 | | | | | | 4.2 | | |
| [removed: 4.17] [added: 4.16] | | | | | | [Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee](https://www.sec.gov/Archives/edgar/data/1051470/000119312514144236/d713338dex41.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | April 15, 2014 | | | | | | 4.1 | | |
| [removed: 4.18] [added: 4.17] | | | | | | [Second Supplemental Indenture dated December 15, 2014, between Crown Castle REIT Inc., Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee](https://www.sec.gov/Archives/edgar/data/1051470/000095015714001379/ex4-5.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | December 16, 2014 | | | | | | 4.5 | | |
| [removed: 4.19] [added: 4.18] | | | | | | [Third Supplemental Indenture dated December 15, 2014, between Crown Castle REIT Inc., Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee](https://www.sec.gov/Archives/edgar/data/1051470/000095015714001379/ex4-6.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | December 16, 2014 | | | | | | 4.6 | | |
| [removed: 4.20] [added: 4.19] | | | | | | [Fourth Supplemental Indenture dated February 8, 2016 between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 4.450% Senior Notes due 2026](https://www.sec.gov/Archives/edgar/data/1051470/000119312516453864/d41368dex41.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | February 8, 2016 | | | | | | 4.1 | | |
| [removed: 4.21] [added: 4.20] | | | | | | [Fifth Supplemental Indenture dated May 6, 2016, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 3.700% Senior Notes due 2026](https://www.sec.gov/Archives/edgar/data/1051470/000119312516582022/d157695dex41.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | May 6, 2016 | | | | | | 4.1 | | |
| [removed: 4.22] [added: 4.21] | | | | | | [Seventh Supplemental Indenture dated February 2, 2017, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 4.000% Senior Notes due 2027](https://www.sec.gov/Archives/edgar/data/1051470/000119312517029149/d331238dex41.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | February 2, 2017 | | | | | | 4.1 | | |
| [removed: 4.23] [added: 4.22] | | | | | | [Eighth Supplemental Indenture dated May 1, 2017, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 4.750% Senior Notes due 2047](https://www.sec.gov/Archives/edgar/data/1051470/000119312517151930/d383093dex41.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | May 1, 2017 | | | | | | 4.1 | | |
| [removed: 4.24] [added: 4.23] | | | | | | [Ninth Supplemental Indenture dated August 1, 2017, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 3.200% Senior Notes due 2024 and 3.650% Senior Notes due 2027](https://www.sec.gov/Archives/edgar/data/1051470/000119312517244309/d430589dex41.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | August 1, 2017 | | | | | | 4.1 | | |
| [removed: 4.25] [added: 4.24] | | | | | | [Tenth Supplemental Indenture dated January 16, 2018, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated April 15, 2014, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 3.150% Senior Notes due 2023 and 3.800% Senior Notes due 2028](https://www.sec.gov/Archives/edgar/data/1051470/000119312518011458/d442729dex41.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | January 17, 2018 | | | | | | 4.1 | | |
| [removed: 4.26] [added: 4.25] | | | | | | [Indenture dated February 11, 2019, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee](https://www.sec.gov/Archives/edgar/data/1051470/000119312519034036/d699282dex41.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | February 11, 2019 | | | | | | 4.1 | | |
| [removed: 4.27] [added: 4.26] | | | | | | [First Supplemental Indenture dated February 11, 2019, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated February 11, 2019, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 4.300% Senior Notes due 2029 and 5.200% Senior Notes due 2049](https://www.sec.gov/Archives/edgar/data/1051470/000119312519034036/d699282dex42.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | February 11, 2019 | | | | | | 4.2 | | |
| [removed: 4.28] [added: 4.27] | | | | | | [Second Supplemental Indenture dated August 15, 2019, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated February 11, 2019, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 3.100% Senior Notes due 2029 and 4.000% Senior Notes due 2049](https://www.sec.gov/Archives/edgar/data/1051470/000119312519222474/d764254dex41.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | August 15, 2019 | | | | | | 4.1 | | |
| [removed: 4.29] [added: 4.28] | | | | | | [Third Supplemental Indenture dated April 3, 2020, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated February 11, 2019, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 3.300% Senior Notes due 2030 and 4.150% Senior Notes due 2050](https://www.sec.gov/Archives/edgar/data/1051470/000119312520098160/d913754dex41.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | April 3, 2020 | | | | | | 4.1 | | |
| [removed: 4.30] [added: 4.29] | | | | | | [Fourth Supplemental Indenture dated June 15, 2020, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated February 11, 2019, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 1.350% Senior Notes due 2025, 2.250% Senior Notes due 2031 and 3.250% Senior Notes due 2051](https://www.sec.gov/Archives/edgar/data/1051470/000119312520169355/d937265dex41.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | June 15, 2020 | | | | | | 4.1 | | |
| [removed: 4.31] [added: 4.30] | | | | | | [Fifth Supplemental Indenture, dated February 16, 2021, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated February 11, 2019, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 1.050% Senior Notes due 2026, 2.100% Senior Notes due 2031 and 2.900% Senior Notes due 2041](https://www.sec.gov/Archives/edgar/data/1051470/000119312521044925/d113438dex41.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | February 16, 2021 | | | | | | 4.1 | | |
| [removed: 4.32] [added: 4.31] | | | | | | [Sixth Supplemental Indenture dated June 29, 2021, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated February 11, 2019, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 2.500% Senior Notes due 2031](https://www.sec.gov/Archives/edgar/data/1051470/000119312521203303/d171502dex41.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | June 29, 2021 | | | | | | 4.1 | | |
| [removed: 4.33] [added: 4.32] | | | | | | [Seventh Supplemental Indenture dated March 4, 2022, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated February 11, 2019, between Crown Castle International Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 2.900% Senior Notes due 2027](https://www.sec.gov/Archives/edgar/data/1051470/000156459022008774/cci-ex41_7.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | March 4, 2022 | | | | | | 4.1 | | |
| [removed: 4.34] [added: 4.33] | | | | | | [Eighth Supplemental Indenture dated January 11, 2023, between Crown Castle Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated February 11, 2019, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 5.00% Senior Notes due 2028](https://www.sec.gov/Archives/edgar/data/1051470/000119312523006491/d425037dex41.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | January 11, 2023 | | | | | | 4.1 | | |
| 2.3 | | | | | | [Stock Purchase Agreement, dated March 13, 2025, by and among Crown Castle Operating Company, CCS&E LLC, Crown Castle Investment II Corp., Fiber Finco, LLC, Small Cells Holdco Inc. and, solely for the purposes of certain sections thereof, Crown Castle Inc. and Zayo Group Holdings, Inc.](https://www.sec.gov/Archives/edgar/data/1051470/000095014225000762/eh250603725_ex0201.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | March 17, 2025 | | | | | | 2.1 | | |
| 10.4† | | | | | | [Interim President and CEO Agreement between Crown Castle Inc. and Daniel K. Schlanger](https://www.sec.gov/Archives/edgar/data/1051470/000105147025000141/exhibit102interimceoofferl.htm) | | | | | | 10-Q | | | | | | 001-16441 | | | | | | May 9, 2025 | | | | | | 10.2 | | |
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| | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | | | | Exhibit Description | | | | | | Form | | | | | | File Number | | | | | | Date of Filing | | | | | | Exhibit Number | | |
| 2.4 | | | | | | [Agreement and Plan of Merger, dated as of July 18, 2017, by and among Crown Castle International Corp., LTS Group Holdings, LLC, Berkshire Fund VII-A (LTS) Acquisition Partners, Berkshire Fund VIII-A (LTS) Acquisition Partners, LTS Berkshire Fund VII-A Blocker Corporation, LTS Berkshire Fund VIII-A Blocker Corporation, LTS Co-Invest Blocker LLC, LTS Co-Invest Blocker II LLC, LTS Rollover Blocker LLC, LTS BF VII-A Blocker Merger Sub, Inc., LTS BF VIII-A Blocker Merger Sub, Inc., LTS Co-Invest Blocker Merger Sub, Inc., LTS Co-Invest Blocker II Merger Sub, Inc., LTS Rollover Blocker Merger Sub, Inc., LTS Group Holdings Merger Sub, Inc. and BSR LLC, as equityholders’ representative](https://www.sec.gov/Archives/edgar/data/1051470/000119312517230792/d417519dex21.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | July 19, 2017 | | | | | | 2.1 | | |
| 4.1 | | | | | | [Specimen of Common Stock Certificate](https://www.sec.gov/Archives/edgar/data/1051470/000095015714001379/ex4-2.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | December 16, 2014 | | | | | | 4.2 | | |
| 10.5† | | | | | | [Form of Amendment to Severance Agreement between Crown Castle International Corp. and certain executive officers, including Philip M. Kelley](https://www.sec.gov/Archives/edgar/data/1051470/000119312516475878/d112338dex105.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | February 24, 2016 | | | | | | 10.5 | | |
| 10.6† | | | | | | [Form of Severance Agreement between Crown Castle International Corp. and each of Daniel K. Schlanger, Michael J. Kavanagh, Christopher D. Levendos, Catherine Piche, Edward B. Adams, Jr., and Edmond Chan](https://www.sec.gov/Archives/edgar/data/1051470/000105147016000158/ex-1047123115.htm) | | | | | | 10-K | | | | | | 001-16441 | | | | | | February 22, 2016 | | | | | | 10.47 | | |
| 10.21† | | | | | | [Crown Castle Inc. 2025 EMT Annual Incentive Plan](https://www.sec.gov/Archives/edgar/data/1051470/000105147025000033/exhibit101-2025emtannualin.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | February 26, 2025 | | | | | | 10.1 | | |
| 10.42 | | | | | | [Management Agreement, dated as of December 24, 2012, by and among Crown Castle USA Inc., as Manager, and CC Holdings GS V LLC, Global Signal Acquisitions LLC, Global Signal Acquisitions II LLC, Pinnacle Towers LLC and the direct and indirect subsidiaries of Pinnacle Towers LLC, collectively, as Owners](https://www.sec.gov/Archives/edgar/data/1051470/000095015712000590/ex10-1.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | December 28, 2012 | | | | | | 10.1 | | |
| 10.60 | | | | | | [Form of Dealer Agreement among Crown Castle International Corp. and the Dealer party thereto](https://www.sec.gov/Archives/edgar/data/1051470/000095015719000437/ex10-1.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | April 8, 2019 | | | | | | 10.1 | | |
| 10.62 | | | | | | [Amendment to Cooperation Agreement, between Crown Castle Inc., Elliott Investment Management L.P., Elliott Associates, L.P., and Elliott International, L.P., dated March 3, 2024](https://www.sec.gov/Archives/edgar/data/1051470/000095014224000618/eh240454086_ex1001.htm) | | | | | | 8-K | | | | | | 001-16441 | | | | | | March 4, 2024 | | | | | | 10.1 | | |
An excerpt. Shown here: 40 of 109 rewritten, all 2 added and all 12 removed. The counts are complete. For every sentence, read Item 15. Exhibits, Financial Statement Schedules in the FY2025 filing and the FY2024 filing.
Item 16. Form 10-K Summary
33 rewritten, 8 added, 11 removed, 81 unchanged
YEARS ENDED DECEMBER 31, [removed: 2024, 2023] [added: 2025, 2024] AND [removed: 2022][added: 2023]
| 2024 | | | $ | [removed: 19] [added: 8] | | | | | $ | [removed: 9] [added: 5] | | | | | | | | | | | $ | [removed: (6)] [added: (4)] | | | | | | | | | | | | | | | | | $ | [removed: 22] [added: 9] | |
| 2023 | | | $ | [removed: 19] [added: 12] | | | | | $ | [removed: 11] [added: 4] | | | | | | | | | | | $ | [removed: (11)] [added: (8)] | | | | | | | | | | | | | | | | | $ | [removed: 19] [added: 8] | |
| Communications infrastructure(a) | | | $ | [removed: 1,782] [added: 1,063] | | (b) | | | (c) | | | (c) | | | $ | [removed: 30,474] [added: 31,586] | | $ | [removed: (15,049)] [added: (15,604)] | | Various | | | Various | | | Up to 20 years | | |
| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |
| Gross amount at beginning | | | $ | [removed: 29,383] [added: 30,474] | | | | | $ | [removed: 27,936] [added: 29,383] | | | | | $ | [removed: 26,679] [added: 27,936] | |
| Other acquisitions(a) | | | [removed: 10] [added: —] | | | | | | [removed: 50] [added: 10] | | | | | | [removed: 32] [added: 50] | | |
| Communications infrastructure construction and improvements | | | [removed: 1,063] [added: 1,008] | | | | | | [removed: 1,254] [added: 1,063] | | | | | | [removed: 1,138] [added: 1,254] | | |
| Purchase of land interests | | | [removed: 58] [added: 77] | | | | | | [removed: 64] [added: 58] | | | | | | [removed: 53] [added: 64] | | |
| Sustaining capital expenditures | | | [removed: 59] [added: 51] | | | | | | [removed: 52] [added: 59] | | | | | | 52 | | |
| Other(b) | | | [removed: 78] [added: 61] | | | | | | [removed: 105] [added: 78] | | | | | | [removed: 127] [added: 105] | | |
| Total additions | | | [removed: 1,268] [added: 1,197] | | | | | | [removed: 1,525] [added: 1,268] | | | | | | [removed: 1,402] [added: 1,525] | | |
| Cost of real estate sold or disposed | | | [removed: (177)] [added: (85)] | | | | | | [removed: (78)] [added: (177)] | | | | | | [removed: (145)] [added: (78)] | | |
| Total deductions | | | [removed: (177)] [added: (85)] | | | | | | [removed: (78)] [added: (177)] | | | | | | [removed: (145)] [added: (78)] | | |
| Balance at end | | | $ | [removed: 30,474] [added: 31,586] | | | | | $ | [removed: 29,383] [added: 30,474] | | | | | $ | [removed: 27,936] [added: 29,383] | |
| Gross amount of accumulated depreciation at beginning | | | $ | [removed: (13,817)] [added: (15,049)] | | | | | $ | [removed: (12,649)] [added: (13,817)] | | | | | $ | [removed: (11,582)] [added: (12,649)] | |
| Depreciation | | | [removed: (1,257)] [added: (609)] | | | | | | [removed: (1,222)] [added: (1,257)] | | | | | | [removed: (1,181)] [added: (1,222)] | | |
| Total additions | | | [removed: (1,257)] [added: (609)] | | | | | | [removed: (1,222)] [added: (1,257)] | | | | | | [removed: (1,181)] [added: (1,222)] | | |
| Amount for assets sold or disposed | | | [removed: 22] [added: 49] | | | | | | [removed: 38] [added: 22] | | | | | | [removed: 105] [added: 38] | | |
| Other | | | [removed: 3] [added: 5] | | | | | | [removed: 16] [added: 3] | | | | | | [removed: 9] [added: 16] | | |
| Total deductions | | | [removed: 25] [added: 54] | | | | | | [removed: 54] [added: 25] | | | | | | [removed: 114] [added: 54] | | |
| Balance at end | | | $ | [removed: (15,049)] [added: (15,604)] | | | | | $ | [removed: (13,817)] [added: (15,049)] | | | | | $ | [removed: (12,649)] [added: (13,817)] | |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this [removed: 2024] [added: 2025] Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on this [removed: 14th] [added: 23rd] day of [removed: March, 2025.][added: February, 2026.]
| | | | | | | [removed: Daniel K. Schlanger Executive] [added: Sunit S. Patel Executive] Vice President and Chief Financial Officer | | |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints [removed: Steven J.][added: Christian H.]
[removed: Moskowitz] [added: Hillabrant] and Edward B.
Adams, Jr. and each of them, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and re-substitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all documents relating to the [removed: 2024] [added: 2025] Form 10-K, including any and all amendments and supplements thereto, for the year ended December 31, [removed: 2024] [added: 2025] and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, this [removed: 2024] [added: 2025] Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities indicated below on this [removed: 14th] [added: 23rd] day of [removed: March, 2025.][added: February, 2026.]
| /s/ [removed: STEVEN J. MOSKOWITZ] [added: CHRISTIAN H. HILLABRANT] | | | | | | President, Chief Executive Officer and Director | | |
| [removed: Steven J. Moskowitz] [added: Christian H. Hillabrant] | | | | | | (Principal Executive Officer) | | |
| /s/ [removed: DANIEL K. SCHLANGER] [added: SUNIT S. PATEL] | | | | | | Executive Vice President and Chief Financial Officer | | |
| [removed: Daniel K. Schlanger] [added: Sunit S. Patel] | | | | | | (Principal Financial Officer) | | |
| [removed: /s/ SUNIT PATEL] [added: By:] | | | | | | [removed: Director] [added: /s/ SUNIT S. PATEL] | | |
| 2025 | | | $ | 9 | | | | | $ | 4 | | | | | | | | | | | $ | (4) | | | | | | | | | | | | | | | | | $ | 9 | |
| 2025 | | | $ | 3 | | | | | $ | — | | | | | | | | | | | $ | — | | | | | | | | | | | | | | | | | $ | 3 | |
YEARS ENDED DECEMBER 31, 2025, 2024 and 2023
| Amounts related to discontinued operations | | | $ | 15,054 | | | | | $ | 14,032 | | | | | $ | 13,099 | |
| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |
| Amounts related to discontinued operations | | | $ | (5,240) | | | | | $ | (5,093) | | | | | $ | (4,307) | |
| /s/ KATHERINE MOTLAGH | | | | | | Director | | |
| Katherine Motlagh | | | | | | | | |
| 2022 | | | $ | 17 | | | | | $ | 8 | | | | | | | | | | | $ | (6) | | | | | | | | | | | | | | | | | $ | 19 | |
| 2022 | | | $ | — | | | | | $ | 2 | | | | | | | | | | | $ | — | | | | | | | | | | | | | | | | | $ | 2 | |
| | | | | | | | | |
| By: | | | | | | /s/ DANIEL K. SCHLANGER | | |
| /s/ CINDY CHRISTY | | | | | | Director | | |
| Cindy Christy | | | | | | | | |
| /s/ ARI Q. FITZGERALD | | | | | | Director | | |
| Ari Q. Fitzgerald | | | | | | | | |
| Sunit Patel | | | | | | | | |
| /s/ BRADLEY E. SINGER | | | | | | Director | | |
| Bradley E. Singer | | | | | | | | |