SBA Communications (SBAC) 10-K risk factor changes: FY2024 vs FY2023

If our wireless service provider customers combine their operations to a significant degree, our future operating [removed: results, ability to service our indebtedness, and stock price] [added: results] could be adversely affected.

[removed: Significant consolidation among our wireless service provider] customers [removed: has resulted, and is expected to continue to result, in our customers] failing to renew existing leases for tower space as a result of overlapping coverage, nearby locations, or reducing future capital expenditures in the aggregate because their existing networks and expansion plans may overlap or be very similar.

During 2020, the consolidation of T-Mobile and Sprint was completed, and we began to experience non-renewal (“churn”) of certain leases as a result of [removed: this merger.][added: overlapping and adjacent Sprint leases.]

We currently expect that this churn will represent an aggregate of between [removed: $125.0] [added: $115.0] million and [removed: $150.0] [added: $125.0] million of cash site leasing revenue from [removed: 2024] [added: 2025] through 2028.

[removed: If our domestic or international] [added: Future consolidations of] wireless service [removed: provider customers continue to consolidate, these consolidations] [added: providers] could significantly impact the number of our tower leases that are not renewed or the number of new leases that our wireless service provider customers require to expand their networks, which could materially and adversely affect our future operating results.

We depend on a relatively small number of customers for most of our revenue, and the [removed: loss, consolidation] [added: loss] or financial instability of any of our significant customers may materially decrease our revenue and adversely affect our financial condition.

However, if any of our significant site leasing customers were to experience financial difficulty, substantially reduce their capital expenditures or reduce their dependence on leased tower space on our sites and fail to renew their leases with us, our revenues, future revenue growth and results of operations would be adversely [added: affected.]

[removed: These] [added: Furthermore, while many of our tenants in our international markets are] subsidiaries [added: of global telecommunications companies, these subsidiaries] may not have the explicit or implied financial support of their parent entities, which may impact their creditworthiness.

While the U.S. wireless service provider market has recently reduced to three nationwide wireless service providers, AT&T Wireless, T-Mobile, and Verizon Wireless, we and most of the industry anticipate that the number of nationwide wireless service providers will increase to four again [removed: once DISH Wireless] [added: if Echostar] successfully builds out its nationwide network.

If [removed: DISH Wireless] [added: Echostar] is unable to successfully build-out its wireless network or is unable to successfully compete for customers once its network is built out, then our dependence on the three U.S. wireless service providers for our financial and operational growth will be exacerbated.

| Percentage of Total Revenues | | | | [removed: 2023] [added: 2024] | | [removed: 2022] [added: 2023] | | [removed: 2021] [added: 2022] |

| T-Mobile | | | | [removed: 32.5%] [added: 30.5%] | | [removed: 36.4%] [added: 32.5%] | | [removed: 36.2%] [added: 36.4%] |

| AT&T Wireless | | | | [removed: 19.5%] [added: 20.6%] | | [removed: 19.6%] [added: 19.5%] | | [removed: 22.2%] [added: 19.6%] |

| Verizon Wireless | | | | [removed: 14.6%] [added: 15.1%] | | [removed: 14.5%] [added: 14.6%] | | [removed: 14.7%] [added: 14.5%] |

| Percentage of Domestic Site Leasing Revenue | | | | [removed: 2023] [added: 2024] | | [removed: 2022] [added: 2023] | | [removed: 2021] [added: 2022] |

| T-Mobile | | | | [removed: 40.2%] [added: 38.1%] | | [removed: 40.6%] [added: 40.2%] | | [removed: 40.2%] [added: 40.6%] |

| AT&T Wireless | | | | [removed: 28.6%] [added: 29.6%] | | [removed: 29.0%] [added: 28.6%] | | [removed: 30.5%] [added: 29.0%] |

| Verizon Wireless | | | | [removed: 19.7%] [added: 20.1%] | | [removed: 20.1%] [added: 19.7%] | | [removed: 19.8%] [added: 20.1%] |

| Percentage of International Site Leasing Revenue | | | | [removed: 2023 (1)] [added: 2024] | | [removed: 2022 (1)] [added: 2023] | | [removed: 2021] [added: 2022] |

| Telefonica | | | | [removed: 22.5%] [added: 21.3%] | | [removed: 20.7%] [added: 22.5%] | | [removed: 16.3%] [added: 20.7%] |

| Claro | | | | [removed: 20.2%] [added: 19.2%] | | [removed: 19.0%] [added: 20.2%] | | [removed: 13.7%] [added: 19.0%] |

| TIM | | | | [removed: 15.7%] [added: 15.9%] | | [removed: 17.3%] [added: 15.7%] | | [removed: 7.2%] [added: 17.3%] |

| Percentage of Site Development Revenue | | | | [removed: 2023] [added: 2024] | | [removed: 2022] [added: 2023] | | [removed: 2021] [added: 2022] |

| T-Mobile | | | | [removed: 71.5%] [added: 69.9%] | | [removed: 80.1%] [added: 71.5%] | | [removed: 78.2%] [added: 80.1%] |

| Verizon Wireless | | | | [removed: 16.8%] [added: 20.1%] | | [removed: 7.8%] [added: 16.8%] | | [removed: 3.3%] [added: 7.8%] |

As of December 31, [removed: 2023,] [added: 2024,] this indebtedness represented approximately [removed: $2.4] [added: $2.3] billion, or [removed: 19.8%] [added: 16.7%] of our total indebtedness.

[removed: Throughout 2023,] [added: As of December 31, 2024,] we had [added: an] interest rate [removed: swaps] [added: swap agreement] on a portion of our [removed: 2018] [added: 2024] Term Loan [removed: that fixed] [added: (as amended on October 2, 2024) which swaps] $1.95 billion [removed: in] [added: of] notional value [removed: receiving] [added: accruing] interest at [removed: (i)] one month [removed: LIBOR plus 175 basis points and paying an all-in fixed rate of 1.874% per annum through July 31, 2023 and (ii) one month] Term SOFR plus [removed: 185] [added: 175] basis points [removed: (inclusive of a credit spread adjustment (“CSA”) of 0.10%) and paying] [added: for] an all-in fixed rate of [removed: 1.900%] [added: 1.800%] per annum [removed: from August 1, 2023] through March 31, 2025.

The following table sets forth our total principal amount of debt and shareholders’ deficit as of December 31, [removed: 2023] [added: 2024] and [removed: 2022:][added: 2023:]

| Total principal amount of indebtedness | | $ | [removed: 12,388,000] [added: 13,672,750] | | $ | [removed: 12,952,000] [added: 12,388,000] |

| Shareholders' deficit | | $ | [removed: (5,170,882)] [added: (5,109,938)] | | $ | [removed: (5,276,315)] [added: (5,170,882)] |

- we may be required to dedicate a substantial portion of our cash flow from operations to the payment of principal and interest on our debt, reducing the available cash flow to fund other investments, including share repurchases, tower [removed: acquisition,] [added: acquisitions,] and new build capital expenditures, or to satisfy our REIT distribution requirements;

Our industry is highly competitive, and our wireless service provider customers [removed: sometimes] [added: often] have alternatives for leasing antenna space.

[removed: This impact may be exacerbated] if competitors construct towers near our existing towers.

We expect a significant portion of our future revenue growth will result from [added: increased leasing activity and] investments in the deployment of new or fallow spectrum by our wireless service provider [removed: customers, including the build-out by DISH Wireless of a fourth nationwide network in the U.S. Wireless service providers typically invest in their networks in response to consumer demand for additional or higher quality service.][added: customers.]

Finally, laws regulating competition, domestically and internationally, may limit our ability to acquire certain [added: portfolios and/or delay our acquisition of certain] portfolios.

Due to these risks, it may take longer to complete our new tower builds than anticipated, domestically and internationally, and the costs of constructing these towers may be higher than we expect, or we may not be able to add as many towers as planned in [removed: 2024.][added: 2025.]

The site leasing revenues generated by our international operations were approximately [removed: 24.7%] [added: 24.8%] of our total revenues during the year ended December 31, [removed: 2023,] [added: 2024,] and we anticipate that our revenues from our international operations will continue to grow in the future.

As of December 31, [removed: 2023,] [added: 2024,] approximately [removed: 15.2%] [added: 21.1%] of our tenant leases in our international markets include fixed escalators.

In Brazil, Canada, Chile, [removed: South Africa,] and [removed: the Philippines,] [added: South Africa] significantly all of our revenue, expenses, and capital expenditures, including tenant leases, ground leases and other property interests, and other tower-related expenses are denominated in local currency.

For the year ended December 31, [removed: 2023,] [added: 2024,] approximately [removed: 26.6%] [added: 26.3%] of our total site leasing revenue was generated by our international operations, of which [removed: 23.3%] [added: 23.1%] was generated in non-U.S. dollar currencies, including [removed: 15.6%] [added: 15.0%] which was denominated in Brazilian Reais.

Significant consolidation among our wireless service provider customers has resulted, and is expected to continue to result, in our

For example, historically, U.S. wireless service providers have grown through acquisitions.

The wireless industry in our international markets has come under competition in recent years which has, and may continue to, adversely affect our international site leasing activities in the near term.

In recent years the wireless industry in our international markets has come under competitive pressures arising from an increase in the number of industry participants (both wireless service providers and tower owners), increased cost of capital and capital expenditure requirements, declining discretionary income and changing technology requirements.

These pressures have resulted, and may continue to result, in increases in consolidation of wireless service providers, financial instability of wireless service providers, increased pricing pressures on tower operators and the termination or non-renewal of site leasing agreements.

We expect that the impact of these competitive pressures will continue in the near term as the industry begins to rebalance and as a result, we expect approximately $27.0 to $31.0 million of churn for the 2025 fiscal year.

If we are unable to manage the short-term impact of these competitive pressures or if the competitive dynamics within our international markets do not stabilize in the foreseeable future, it could have a material and adverse effect on our international site leasing revenue, our future growth and our business.

In the United States and in most of our international markets, there are only two to three primary wireless carriers.

For example, certain providers are financially constrained and are not currently investing in their wireless networks to deploy new spectrum.

Additionally, we have two $1.0 billion forward-starting swaps with an effective start date of March 31, 2025 (coinciding with the expiration date of the current 0.050%, $1.95 billion notional value swap) and a maturity date of April 11, 2028.

The combined notional value of both forward-starting swaps of $2.0 billion will effectively fix one month term SOFR for a blended all-in fixed rate of 5.165% per annum through April 11, 2028.

| | | 2024 | | | 2023 | |

This impact may be exacerbated

Wireless service providers typically invest in their networks in response to consumer demand for additional or higher quality service.

With respect to our domestic new builds, attractive locations may be scarce due to the density within a geographic market.

- potential changes in trade restrictions and tariffs that may be proposed by the U.S. and potential retaliatory trade restrictions and tariffs by other countries;

- uncertainties regarding interpretations of our contractual rights to land and towers;

Subsequent to December 31, 2024, we made no repayments under our intercompany loan agreements.

Certain small cell complementary network technologies or satellite services could shift a portion of our customers’ network investments away from traditional tower-based networks, which may reduce the need for carriers to add more equipment at certain communications sites.

We hold some of our towers through rights of use agreements, which are terminable in accordance with the terms of the respective agreements and provide us limited visibility regarding the relationship between the owner of the towers and the land owner.

We hold an aggregate of 4,069 towers through right of use agreements, pursuant to which we have the right to use and lease space on the tower to third parties, but do not own the tower.

These agreements typically provide for multiple renewal periods, however, as these agreements are contractual, they may be terminated in accordance with their terms.

If we were unable to renew our right of use for these agreements, then we would likely lose the revenue generated by the leasing tenants on such towers as the tenants may choose to remain on the tower to the extent feasible.

In addition, as we do not own such towers, we are not a party to the ground lease agreement with the owner of the land underlying the towers.

Consequently, we may not have visibility to the relationship between the land owner and the tower owner, including the term of any ground lease, and may not have the ability to promptly intervene if the land owner takes, or fails to take action, that would risk continued use of the tower, such as a sale of the parcel to a land aggregator, failure to pay taxes or condemnation actions.

If the land owner was unable or unwilling to renew the ground lease with the tower owner, we could lose our ability to use the tower irrespective of our right of use agreement.

If we were to lose a significant number of our right to use towers it could adversely affect our site leasing revenue.

We cannot guarantee that we will be successful in retaining the services of these key personnel.

Although we have an employment agreement with Brendan T.

Cavanagh, our President and Chief Executive Officer, this agreement does not ensure Mr. Cavanagh will continue with us in his current capacity for any particular period of time.

We do not have employment agreements with any of our other key personnel.

In addition, we may, from time to time, upgrade our data processing systems and other operating technologies and take other steps to improve the efficiency of our information technology.

These upgrades may require us to divert financial,

operational, technical and managerial resources which could adversely affect our business and operations.

Additionally, if we are unable to effectively upgrade and improve the efficiency of our information technology systems, we may experience disruptions to our operations and services.

are extremely complex and subject to varying interpretations.

Failure to remain qualified as a REIT would result in our inability to deduct dividends paid to our shareholders in computing our taxable income, thereby increasing our tax obligations and reducing our available cash.

We originally elected to be taxed as a REIT commencing with our taxable year ended December 31, 2016.

While we intend to operate so that we remain qualified as a REIT, given the highly complex nature of the rules governing REITs, the importance of ongoing factual determinations, the possibility of future changes in our circumstances, and the potential impact of future changes to laws and regulations impacting REITs, no assurance can be given that we will qualify as a REIT for any particular year.

Our

Historically, the three largest domestic wireless service providers, T-Mobile, AT&T Wireless, and Verizon Wireless, have grown through acquisitions of other wireless service providers.

The aggregate churn estimate includes both overlapping and adjacent Sprint leases.

Internationally, Oi S.A. (“Oi”) in Brazil and some of our wireless service providers in Central America have recently used consolidation to address financial or other competitive pressures.

For example, in Brazil, Oi’s restructuring, which was substantially completed in December 2022, resulted in the sale of all of Oi’s wireless assets to the three other telecommunications providers in Brazil: Telefonica, Claro, and TIM.

We currently expect this sale to result in churn of between $13.0 million and $23.0 million (including churn on our acquired sites from Grupo TorreSur (“GTS”)).

The range excludes the impact of $10.0 million in churn related to TIM experienced in 2023.

While our leases with Oi have an average of five years remaining on the current term, we expect that churn associated with these leases could occur sooner than the current term end dates depending upon negotiations with each of the carriers.

affected.

For example, in 2023 Oi entered into its second judicial recovery process related to Oi’s wireline business due to financial difficulties.

Oi’s wireline business and their concession rights from the Federal Republic of Brazil to the land underneath 2,113 of our towers continue to be subject to the judicial recovery process.

We currently have approximately $24 million in annual revenue from Oi’s wireline business, which is principally contractually committed through 2048.

It is unclear the extent to which the judicial recovery process may affect the amount, term or timing of the remaining Oi wireline revenue or our rights to the land underlying the affected towers.

In addition, many of our tenants in our international markets are subsidiaries of global telecommunications companies.

Additionally, as a result of the Oi restructuring discussed above, our operations in Brazil are significantly dependent on three wireless service providers.

| Oi S.A. | | | | 3.5% | | 3.9% | | 28.3% |

(1)Amounts reflect the sale of Oi’s wireless assets to Telefonica, Claro, and TIM.

For example, certain providers have said they expect to decrease capital expenditures in 2024.

On January 25, 2024, we issued a new $2.3 billion, seven-year, senior secured Term Loan B (“2024 Term Loan”) which replaced the 2018 Term Loan.

Including the impact of the interest rate swap, the 2024 Term Loan receives interest at one month Term SOFR plus 200 basis points and pays an all-in fixed rate of 2.050% per annum from January 25, 2024 through March 31, 2025.

On November 3, 2023, we, through our wholly owned subsidiary, SBA Senior Finance II, entered into a forward-starting interest rate swap agreement which will swap $1.0 billion of notional value accruing interest at one month Term SOFR plus 200 basis points for an all-in fixed rate of 5.830% per annum.

The swap has an effective start date of March 31, 2025 and a maturity date of April 11, 2028.

| | | 2023 | | | 2022 | |

Subsequent to year end, we repaid an additional $15.0 million under our intercompany loan agreements.

For example, the land underneath 3,868 towers subject to non-terminable leases in Brazil is currently subject to concessions from the Federal Republic of Brazil.

Brazil adopted a new telecommunications law in 2021 that provides that these concessions may be converted into perpetual authorizations at the end of their terms and that provides a seller and/or the Brazilian government rights to sell the land underlying these assets.

The amount, if any, that would be required to be paid to convert these concessions into authorizations and/or that we would be required to pay to purchase such interests has not yet been determined.

At the end of the concession terms, in the event our customers have not opted to convert their concessions into authorizations, the Brazilian government may terminate the concessions and take possession of the land and the tower on such land.

If the concessions are not renewed and we are unable to purchase the land, then our site leasing revenue from co-located tenants would terminate prior to the end of such leases.

Of these 3,868 towers, 2,113 towers are located on land that is subject to a concession with Oi from the Federal Republic of Brazil with respect to which we have negotiated a right of first refusal.

As discussed above, in 2023 Oi entered into its second judicial recovery process related to its wireline business due to financial difficulties and their concession rights to the land underneath 2,113 of our towers continues to be subject to the recovery process.

It is unclear the extent to which the recovery process may affect our rights to the land underlying the affected towers.

Effective December 31, 2023, Jeffrey A.

Stoops retired from his position as President and Chief Executive Officer, and Brendan T.

Cavanagh assumed the position of Chief Executive Officer.

Marc Montagner assumed the position of Executive Vice President and Chief Financial Officer, which was previously held by Mr. Cavanagh.

Additionally, Jason Silberstein, our Executive Vice President, Site Leasing, will retire effective August 1, 2024.

In connection with the transition of these senior executive officers, there is a risk that our new executives may not have the same level of institutional knowledge or industry relationships as their predecessors or that we may not be able to retain these executives long-term.

In our international operations, the impact of zoning, permitting, and related regulations and

This range excludes penalties and interest, which as of such date would have been $104.6 million.

communications services.

In addition, we own and operate towers in South America, Central America, Canada, [removed: South Africa, the Philippines,] and [removed: Tanzania.][added: Africa.]

Our primary business line is our site leasing business, which contributed [removed: 97.4%] [added: 98.4%] of our total segment operating profit for the year ended December 31, [removed: 2023.][added: 2024.]

As of December 31, [removed: 2023,] [added: 2024,] we owned [removed: 39,618] [added: 39,749] towers, a substantial portion of which have been built by us or built by other tower owners or operators who, like us, have built such towers to lease space to multiple wireless service providers.

Our primary focus is the leasing of antenna space on our multi-tenant towers to a variety of wireless service providers under long-term lease contracts in the United States, South America, Central America, Canada, [removed: South Africa, the Philippines,] and [removed: Tanzania.][added: Africa.]

As of December 31, [removed: 2023,] [added: 2024,] no U.S. state or territory accounted for more than 10% of our total tower portfolio by tower count, and no U.S. state or territory accounted for more than 10% of our total revenues for the year ended December 31, [removed: 2023.][added: 2024.]

In addition, as of December 31, [removed: 2023,] [added: 2024,] approximately 30% of our total towers are located in Brazil and no other international market (each country is considered a market) represented more than 5% of our total towers.

[removed: Our tenant leases are either (1) individual tenant site leases by tower site or (2) governed by master] lease agreements [added: (“MLA”) with us,] which provide for the material terms and conditions that will apply to multiple sites; although, in most cases, each individual site under a [removed: master lease agreement] [added: MLA] is also governed by its own site leasing agreement which sets forth pricing and other site specific terms.

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

As of December 31, [removed: 2023,] [added: 2024,] approximately [removed: 71%] [added: 72%] of our tower structures were located on parcels of land that we own, land subject to perpetual easements, or parcels of land in which we have a leasehold interest that extends beyond 20 years.

In [added: most of] our Central American markets, our local currency obligations are principally limited to (1) permitting and other local fees, (2) utilities, and (3) taxes.

In Brazil, Canada, Chile, [added: and] South Africa, [removed: and the Philippines,] significantly all of our revenue, expenses, and capital expenditures, including tenant leases, ground leases and other property interests, and other tower-related expenses are denominated in local currency.

For information regarding our operating segments, see Note 15 of our Consolidated Financial Statements [removed: included] in this annual report.

| total operating profit | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | |

| Domestic site leasing | | | [removed: 75.2%] [added: 75.9%] | | | [removed: 77.0%] [added: 75.2%] | | | [removed: 80.7%] [added: 77.0%] |

| International site leasing | | | [removed: 22.2%] [added: 22.5%] | | | [removed: 19.2%] [added: 22.2%] | | | [removed: 16.7%] [added: 19.2%] |

| Total site leasing | | | [removed: 97.4%] [added: 98.4%] | | | [removed: 96.2%] [added: 97.4%] | | | [removed: 97.4%] [added: 96.2%] |

During [removed: 2024,] [added: 2025,] we expect [removed: organic site] [added: core] leasing revenue in both our domestic and international segments to increase over [removed: 2023 levels] [added: 2024 levels, on a currency neutral basis,] due in part to wireless carriers deploying unused [removed: spectrum.][added: spectrum, the full year impact of towers acquired and built during 2024, and the revenues from towers expected to be acquired and built during 2025.]

Due to the [removed: relatively young age] [added: nature] and mix of our tower portfolio, we expect future expenditures required to maintain these towers to be minimal.

Furthermore, because our towers [removed: are strategically]

[added: are strategically] positioned, we have historically experienced low tenant lease terminations as a percentage of revenue other than in connection with customer consolidation or cessations of a specific technology.

While the addition of [removed: a] cash [removed: dividend to our capital allocation strategy has] [added: dividends and debt repayments have] provided us with [removed: an] additional [removed: tool] [added: tools] to return value to our shareholders, we continue to believe that our priority is to make investments focused on increasing Adjusted Funds From Operations per share.

For a detailed discussion on the application of these and other accounting policies, see Note 2 of our Consolidated Financial Statements for the year ended December 31, [removed: 2023, included herein.][added: 2024.]

Management bases its estimates on historical experience and on various other [added: assumptions that are believed to be reasonable under the circumstances.]

There have been no [added: other] material changes to our significant accounting policies during the year ended December 31, [removed: 2023.][added: 2024.]

We [removed: are in the process of reviewing the remaining estimated useful lives of] [added: concluded through] our [removed: towers and intangible assets and are considering,] [added: assessment that,] for U.S. GAAP purposes, [removed: whether] we should modify our current estimates for asset lives based on our historical operating [removed: experience.][added: experience and the findings obtained by our independent consultant.]

We [removed: currently depreciate] [added: previously depreciated] our towers on a straight-line basis over the shorter of the [added: (i)] term of the underlying ground lease (including renewal options) taking into account residual value or [removed: the] [added: (ii)] estimated useful life of [removed: the] [added: a] tower, which we [removed: have] [added: had] historically estimated to be 15 years.

[removed: Additionally, certain] [added: Based on our assessment, we revised the estimated useful lives] of our [added: towers and certain related] intangible assets [added: (which] are amortized on a similar basis to our tower assets, as [removed: the estimated] [added: their] useful lives [removed: of such intangible assets] correlate to the useful life of the [removed: towers.][added: towers) from 15 years to 30 years, effective January 1, 2024.]

Revenue from site leasing represents [removed: 93%] [added: 94%] of our total revenue for the year ended December 31, [removed: 2023.][added: 2024.]

The site development segment represents approximately [removed: 7%] [added: 6%] of our total revenues for the year ended December 31, [removed: 2023.][added: 2024.]

The accounts receivable balance for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] was [removed: $182.7] [added: $145.7] million and [removed: $184.4] [added: $182.7] million, respectively, of which [removed: $32.3] [added: $26.4] million and [removed: $59.6] [added: $32.3] million related to the site development segment, respectively.

Interest is charged on outstanding receivables from customers on a [removed: case by case] [added: case-by-case] basis in accordance with the terms of the respective contracts or agreements with those customers.

[removed: ASU No. 2016-02, Leases (“Topic 842”)] [added: ASC 842, Leases,] requires all lessees to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments.

To determine the lease term, we consider all renewal periods that are reasonably certain to be exercised, taking into consideration all economic factors, including the communications site’s estimated economic life and the respective lease terms of our tenants under [removed: the existing lease arrangements on such site.]

| | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | Currency Impact | | | Currency Change | | | % Change | |

Domestic site leasing revenues increased [removed: $69.0] [added: $14.9] million for the year ended December 31, [removed: 2023,] [added: 2024,] as compared to the prior year, primarily due to (1) organic site leasing growth, primarily from monetary lease amendments (due in part to [removed: the new] [added: our 2023] MLA with AT&T) [removed: for] [added: and] additional equipment added to our towers as well as new leases and contractual rent escalators and (2) revenues from [removed: 135] [added: 130] towers acquired and [removed: 22] [added: 39] towers built since January 1, [removed: 2022,] [added: 2023,] partially offset by lease non-renewals.

International site leasing revenues [removed: increased $111.4] [added: decreased $5.0] million for the year ended December 31, [removed: 2023,] [added: 2024,] as compared to the prior year.

On a constant currency basis, international site leasing revenues increased [removed: $109.4] [added: $32.5] million.

These changes were primarily due to (1) [removed: revenues from 3,301 towers acquired (including 2,632 sites from GTS in Brazil) and 779 towers built since January 1, 2022,] [added: lease early termination fees,] (2) [removed: an increase in reimbursable pass-through expenses due primarily to increases in consumer price index escalators on our ground leases, and (3)] organic site leasing growth from new leases, amendments, and contractual escalators, [added: and (3) revenues from 147 towers acquired and 783 towers built since January 1, 2023,] partially offset by lease [removed: non-renewals.][added: non-renewals and a decrease in reimbursable pass-through expenses.]

Site leasing revenue in Brazil represented [removed: 15.6%] [added: 15.0%] of total site leasing revenue for the period.

Site development revenues decreased [removed: $102.2] [added: $41.8] million for the year ended December 31, [removed: 2023,] [added: 2024,] as compared to the prior year, as a result of decreased carrier [removed: activity driven primarily by T-Mobile and DISH Wireless, partially offset by an increase in activity from Verizon Wireless.][added: activity.]

On January 10, 2025, we sold all of our towers and ended our operations in the Philippines and on February 20, 2025, we entered into an agreement to sell all of our towers and related assets held in Colombia.

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

Wireless service providers enter into either (1) standalone individual tenant site leases with us, each of which relates to the lease or use of space at an individual site, or (2) master

In addition, in a high interest rate environment and when we believe interest rates may stay higher for longer, we believe that debt repayments, especially of our variable rate debt, may be an accretive use of our excess capital.

During the first quarter of 2024, we completed our assessment on the remaining estimated useful lives of our towers and intangible assets.

We accounted for the change in estimated useful lives as a change in estimate under ASC 250 “Accounting Changes and Error Corrections.” The impact of the change in estimate was accounted for prospectively effective January 1, 2024, resulting in a reduction in depreciation and amortization expense of approximately $411.5 million ($372.5 million after tax, or an increase of $3.45 per diluted share) for the year ended December 31, 2024.

the existing lease arrangements on such site.

| Domestic site leasing | | $ | 1,861,424 | | $ | 1,846,554 | | $ | — | | $ | 14,870 | | | 0.8% |

| International site leasing | | | 665,341 | | | 670,381 | | | (37,553) | | | 32,513 | | | 4.8% |

| Site development | | | 152,869 | | | 194,649 | | | — | | | (41,780) | | | (21.5%) |

| Total | | $ | 2,679,634 | | $ | 2,711,584 | | $ | (37,553) | | $ | 5,603 | | | 0.2% |

| Domestic site leasing | | $ | 269,168 | | $ | 268,572 | | $ | — | | $ | 596 | | | 0.2% |

| International site leasing | | | 193,829 | | | 204,115 | | | (11,016) | | | 730 | | | 0.4% |

| Site development | | | 118,730 | | | 139,935 | | | — | | | (21,205) | | | (15.2%) |

| Total | | $ | 581,727 | | $ | 612,622 | | $ | (11,016) | | $ | (19,879) | | | (3.2%) |

| Domestic site leasing | | $ | 1,592,256 | | $ | 1,577,982 | | $ | — | | $ | 14,274 | | | 0.9% |

| International site leasing | | | 471,512 | | | 466,266 | | | (26,537) | | | 31,783 | | | 6.8% |

| Site development | | | 34,139 | | | 54,714 | | | — | | | (20,575) | | | (37.6%) |

Site development segment operating profit decreased $20.6 million for the year ended December 31, 2024, as compared to the prior year, as a result of decreased carrier activity.

| | | 2024 | | | 2023 | | | Currency Impact | | | Currency Change | | | % Change | |

| Domestic site leasing | | $ | 132,627 | | $ | 121,782 | | $ | — | | $ | 10,845 | | | 8.9% |

| International site leasing | | | 64,583 | | | 66,619 | | | (2,974) | | | 938 | | | 1.4% |

| Total site leasing | | $ | 197,210 | | $ | 188,401 | | $ | (2,974) | | $ | 11,783 | | | 6.3% |

| Site development | | | 13,983 | | | 21,316 | | | — | | | (7,333) | | | (34.4%) |

| Other | | | 47,563 | | | 58,219 | | | — | | | (10,656) | | | (18.3%) |

| Total | | $ | 258,756 | | $ | 267,936 | | $ | (2,974) | | $ | (6,206) | | | (2.3%) |

| | | 2024 | | | 2023 | | | Currency Impact | | | Currency Change | | | % Change | |

| International site leasing | | | 10,992 | | | 10,946 | | | (467) | | | 513 | | | 4.7% |

| Total | | $ | 25,946 | | $ | 21,671 | | $ | (467) | | $ | 4,742 | | | 21.9% |

‎

| | | 2024 | | | 2023 | | | Currency Impact | | | Currency Change | | | % Change | |

| International site leasing | | | 57,030 | | | 28,089 | | | (3,762) | | | 32,703 | | | 116.4% |

| Total site leasing | | $ | 106,807 | | $ | 166,788 | | $ | (3,762) | | $ | (56,219) | | | (33.7%) |

| Total | | $ | 107,925 | | $ | 169,387 | | $ | (3,762) | | $ | (57,700) | | | (34.1%) |

This change was primarily as a result of a decrease in impairment charges resulting from our regular analysis of whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers and a decrease in tower and equipment related decommission costs.

On a constant currency basis, international site leasing asset impairment and decommission costs increased $32.7 million.

These changes were primarily as a result of an increase in impairment charges resulting from our regular analysis of whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers and an increase in tower decommission costs.

| | | 2024 | | | 2023 | | | Currency Impact | | | Currency Change | | | % Change | |

| Domestic site leasing | | $ | 145,041 | | $ | 457,169 | | $ | — | | $ | (312,128) | | | (68.3%) |

| International site leasing | | | 113,549 | | | 248,758 | | | (5,893) | | | (129,316) | | | (52.0%) |

We derive site leasing revenues from all the major carriers in each of the 15 countries in which we operate.

During 2020, the consolidation of T-Mobile and Sprint was completed, and we began to experience non-renewal of certain leases as a result of this merger.

We currently expect that this churn will represent an aggregate of between $125.0 million and $150.0 million of cash site leasing revenue from 2024 through 2028.

The aggregate churn estimate includes both overlapping and adjacent Sprint leases.

assumptions that are believed to be reasonable under the circumstances.

Our significant accounting policies are described in Note 2 of our Consolidated Financial Statements included in this annual report.

We have retained an independent consultant to assist in completing this review and analysis.

If we conclude that a revision in the estimated useful lives of our towers and intangible assets is appropriate based on our review and analysis, we will account for any changes in the useful lives as a change in accounting estimate under ASC 250 Accounting Changes and Error Corrections, which will be recorded prospectively beginning in the period of change.

Based on preliminary information obtained to date, we expect that our estimated asset lives may be extended, which would result in prospective (i) decreases in depreciation and amortization and (ii) increases in the right of use asset and operating lease liability, and such changes could be material to future depreciation and amortization and our consolidated results of operations.

We expect to conclude our analysis in the first quarter of 2024.

Reference Rate Reform

On June 21, 2023, we amended our interest rate swap to change from LIBOR as an interest rate benchmark to the replacement benchmark of Term SOFR effective on August 1, 2023.

We have elected the optional expedient which allows companies to change the reference rate and other critical terms related to the reference rate reform in derivative hedge documentation without having to de-designate the hedging relationship, allowing us to continue applying hedge accounting to our cash flow hedge.

On July 3, 2023, we amended our 2018 Term Loan and our Revolving Credit Facility to use Term SOFR as the benchmark rate.

The transition from LIBOR to Term SOFR did not have a material impact on the consolidated financial statements.

Refer to “Debt Instruments and Debt Service Requirements” below for further discussion of the 2018 Term Loan, Revolving Credit Facility, and the interest rate swap.

| Domestic site leasing | | $ | 1,846,554 | | $ | 1,777,593 | | $ | — | | $ | 68,961 | | | 3.9% |

| International site leasing | | | 670,381 | | | 558,982 | | | 1,978 | | | 109,421 | | | 19.6% |

| Site development | | | 194,649 | | | 296,879 | | | — | | | (102,230) | | | (34.4%) |

| Total | | $ | 2,711,584 | | $ | 2,633,454 | | $ | 1,978 | | $ | 76,152 | | | 2.9% |

| Domestic site leasing | | $ | 268,572 | | $ | 264,149 | | $ | — | | $ | 4,423 | | | 1.7% |

| International site leasing | | | 204,115 | | | 181,536 | | | (129) | | | 22,708 | | | 12.5% |

| Site development | | | 139,935 | | | 222,965 | | | — | | | (83,030) | | | (37.2%) |

| Total | | $ | 612,622 | | $ | 668,650 | | $ | (129) | | $ | (55,899) | | | (8.4%) |

| Domestic site leasing | | $ | 1,577,982 | | $ | 1,513,444 | | $ | — | | $ | 64,538 | | | 4.3% |

| International site leasing | | | 466,266 | | | 377,446 | | | 2,107 | | | 86,713 | | | 23.0% |

| Site development | | | 54,714 | | | 73,914 | | | — | | | (19,200) | | | (26.0%) |

| Domestic site leasing | | $ | 121,782 | | $ | 122,532 | | $ | — | | $ | (750) | | | (0.6%) |

| International site leasing | | | 66,619 | | | 62,911 | | | (242) | | | 3,950 | | | 6.3% |

| Total site leasing | | $ | 188,401 | | $ | 185,443 | | $ | (242) | | $ | 3,200 | | | 1.7% |

| Site development | | | 21,316 | | | 22,911 | | | — | | | (1,595) | | | (7.0%) |

| Other | | | 58,219 | | | 53,499 | | | — | | | 4,720 | | | 8.8% |

| Total | | $ | 267,936 | | $ | 261,853 | | $ | (242) | | $ | 6,325 | | | 2.4% |

| International site leasing | | | 10,946 | | | 13,527 | | | (141) | | | (2,440) | | | (18.0%) |

| Total | | $ | 21,671 | | $ | 26,807 | | $ | (141) | | $ | (4,995) | | | (18.6%) |

| International site leasing | | | 28,089 | | | 9,280 | | | 466 | | | 18,343 | | | 197.7% |

| Total site leasing | | $ | 166,788 | | $ | 43,160 | | $ | 466 | | $ | 123,162 | | | 285.4% |

| Total | | $ | 169,387 | | $ | 43,160 | | $ | 466 | | $ | 125,761 | | | 291.4% |

The reassessment resulted in an overall shortening of the lease term and a reduction to the lease liability and right-of-use asset.

For further information regarding our asset impairment and decommission costs, see Note 3 of our Consolidated Financial Statements included in this report.

The following table presents the future principal payment obligations, fair values, and interest payments associated with our long-term debt instruments assuming our actual level of long-term indebtedness as of December 31, [removed: 2023:][added: 2024:]

| | | [removed: 2024 | | |] 2025 | | | 2026 | | | 2027 | | | 2028 | | | [added: 2029 | | |] Thereafter | | | Total | | | Fair Value | |

| [removed: 2014-2C] [added: 2024-2C] Tower Securities [removed: (2)] [added: (1)] | | | [removed: 620,000] [added: —] | | | — | | | [removed: —] [added: 620,000] | | | — | | | — | | | — | | | 620,000 | | | [removed: 606,540] [added: 618,698] |

| 2019-1C Tower Securities [removed: (2)] [added: (1)] | | | [removed: —] [added: 1,165,000] | | | [removed: 1,165,000] [added: —] | | | — | | | — | | | — | | | — | | | 1,165,000 | | | [removed: 1,115,313] [added: 1,128,803] |

| 2020-1C Tower Securities [removed: (2)] [added: (1)] | | | — | | | [removed: —] [added: 750,000] | | | [removed: 750,000] [added: —] | | | — | | | — | | | — | | | 750,000 | | | [removed: 682,350] [added: 726,038] |

| 2020-2C Tower Securities [removed: (2)] [added: (1)] | | | — | | | — | | | — | | | [removed: —] [added: 600,000] | | | [removed: 600,000] [added: —] | | | — | | | 600,000 | | | [removed: 520,530] [added: 516,342] |

| 2021-1C Tower Securities [removed: (2)] [added: (1)] | | | — | | | [removed: —] [added: 1,165,000] | | | [removed: 1,165,000] [added: —] | | | — | | | — | | | — | | | 1,165,000 | | | [removed: 1,015,437] [added: 1,008,331] |

| 2021-2C Tower Securities [removed: (2)] [added: (1)] | | | — | | | — | | | [removed: —] [added: 895,000] | | | [removed: 895,000] [added: —] | | | — | | | — | | | 895,000 | | | [removed: 772,125] [added: 763,757] |

| 2021-3C Tower Securities [removed: (2)] [added: (1)] | | | — | | | — | | | — | | | — | | | — | | | 895,000 | | | 895,000 | | | [removed: 686,581] [added: 679,144] |

| 2022-1C Tower Securities [removed: (2)] [added: (1)] | | | — | | | — | | | — | | | [removed: —] [added: 850,000] | | | [removed: 850,000] [added: —] | | | — | | | 850,000 | | | [removed: 850,221] [added: 878,475] |

| 2020 Senior Notes | | | — | | | — | | | [removed: —] [added: 1,500,000] | | | [removed: 1,500,000] [added: —] | | | — | | | — | | | 1,500,000 | | | [removed: 1,438,815] [added: 1,440,270] |

| 2021 Senior Notes | | | — | | | — | | | — | | | — | | | [removed: —] [added: 1,500,000] | | | [removed: 1,500,000] [added: —] | | | 1,500,000 | | | [removed: 1,338,750] [added: 1,353,750] |

[removed: (2)For] [added: (1)For] information on the anticipated repayment date and final maturity date for each tower security, refer to Debt Instruments and Debt Service Requirements above.

[removed: (3)Represents] [added: (2)Represents] interest payments based on the [removed: 2014-2C Tower Securities interest rate of 3.869%, the] 2019-1C Tower Securities interest rate of 2.836%, the 2020-1C Tower Securities interest rate of 1.884%, the 2020-2C Tower Securities interest rate of 2.328%, the 2021-1C Tower Securities interest rate of 1.631%, the 2021-2C Tower Securities interest rate of 1.840%, the 2021-3C Tower Securities interest rate of 2.593%, the 2022-1C Tower Securities interest rate of 6.599%, the [removed: 2018] [added: 2024-1C Tower Securities interest rate of 4.831%, the 2024-2C Tower Securities of all-in interest rate of 4.654%, the 2024] Term Loan at an average interest rate of [removed: 2.645%] [added: 2.428%] (which includes the impact of interest rate swaps) as of December 31, [removed: 2023,] [added: 2024,] the [added: 2020 Senior Notes interest rate of 3.875%, and the 2021 Senior Notes interest rate of 3.125%.]

Our current primary market risk exposure is (1) interest rate risk relating to our ability to refinance our debt at commercially reasonable rates, if at all, and (2) interest rate risk relating to the impact of interest rate movements on the variable portion of our [removed: 2018 Term Loan,] 2024 Term Loan, and any borrowings that we may incur under our Revolving Credit Facility, which are at floating rates.

We have performed a sensitivity analysis assuming a hypothetical 1% increase in our variable interest rates as of December 31, [removed: 2023.][added: 2024.]

As of December 31, [removed: 2023,] [added: 2024,] the analysis indicated that such an adverse movement would have caused our interest expense to increase by approximately [removed: 4.8%] [added: 1.7%] for the year ended December 31, [removed: 2023.][added: 2024.]

We are exposed to market risk from changes in foreign currency exchange rates in connection with our operations in Brazil, Canada, Chile, Peru, Colombia, Costa Rica, South Africa, [removed: the Philippines,] Tanzania, and to a lesser extent, our markets in Central America.

In addition, in Brazil, Canada, Chile, [added: and] South Africa, [removed: and the Philippines,] we receive significantly all of our revenue and pay significantly all of our operating expenses in local currency.

The cumulative translation effect is included in equity as a [removed: component of Accumulated other comprehensive income (loss).]

For the year ended December 31, [removed: 2023,] [added: 2024,] approximately [removed: 21.7%] [added: 21.8%] of our revenues and approximately [removed: 26.9%] [added: 31.1%] of our total operating expenses were denominated in foreign currencies.

We have performed a sensitivity analysis assuming a hypothetical 10% adverse movement in the Brazilian Real from the quoted foreign currency exchange rates at December 31, [removed: 2023.][added: 2024.]

The analysis indicated that such an adverse movement would have caused our revenues and operating income to decline by approximately 1.3% and [removed: 0.9%,] [added: 1.0%,] respectively, for the year ended December 31, [removed: 2023.][added: 2024.]

As of December 31, [removed: 2023,] [added: 2024,] we had intercompany debt, which is denominated in a currency other than the functional currency of the subsidiary in which it is recorded.

A change of 10% in the underlying exchange rates of our unsettled intercompany debt at December 31, [removed: 2023] [added: 2024] would have resulted in approximately [removed: $119.7] [added: $113.6] million of unrealized gains or losses that would have been included in Other [removed: income (expense),] [added: (expense) income,] net in our Consolidated Statements of Operations for the year ended December 31, [removed: 2023.][added: 2024.]

- our expectations on the future growth and financial health of the wireless industry and the industry participants, the drivers of such growth, the demand for our towers, the future capital investments of our customers (including with respect to the [removed: roll-out] [added: implementation] of [removed: 5G),] [added: broad based 5G availability),] future spectrum auctions, the trends developing in our industry, and competitive factors;

- our expectations regarding [removed: DISH Wireless;][added: Echostar;]

- our expectation that, due to the [removed: relatively young age] [added: nature] and mix of our tower portfolio, future expenditures required to maintain these towers will be minimal;

- our expectations regarding the timing for closing of pending [removed: acquisitions;][added: acquisitions, including the Millicom transaction;]

- our expectations regarding our debt service in [removed: 2024 and our belief that our cash on hand, capacity under our Revolving Credit Facility,] [added: 2025] and our [removed: cash flows from operations for the next twelve months will be sufficient] [added: ability] to service our outstanding debt during the next twelve months; and

- the impact of [added: churn based on prior and future] consolidation among wireless service [removed: providers, including the impact of T-Mobile and Sprint;][added: providers;]

- the ability of [removed: DISH Wireless] [added: Echostar] to become and compete as a nationwide carrier;

- the impact of [removed: rising] [added: high] interest rates on our results of operations and our ability to refinance our existing indebtedness at commercially reasonable rates or at all;

- our ability to successfully manage the risks associated with international operations, including risks relating to [added: competition,] political or economic conditions, inflation, [added: potential tariffs,] tax laws, currency restrictions and exchange rate fluctuations, legal or judicial systems, and land [removed: ownership;][added: ownership, including land ownership risks with respect to towers we don’t own;]

- our ability to successfully manage the risks associated with our acquisition initiatives, including our ability to satisfactorily complete due diligence on acquired towers, the amount and quality of due diligence that we are able to complete prior to closing of any acquisition, our ability to accurately anticipate the future performance of the acquired towers, our ability to [added: receive required regulatory approval, the ability and willingness of each party to fulfill their respective closing conditions and their contractual obligations, and, once acquired, our ability to effectively integrate acquired towers into our business and to achieve the financial results projected in our valuation models for the acquired towers;]

- our ability to build new towers, including our ability to identify and acquire land that would be attractive for our customers and to successfully and timely address zoning, permitting, weather, availability [added: and cost] of labor and supplies and other issues that arise in connection with the building of new towers;

| 2024 Term Loan | | $ | 23,000 | | $ | 23,000 | | $ | 23,000 | | $ | 23,000 | | $ | 23,000 | | $ | 2,167,750 | | $ | 2,282,750 | | $ | 2,282,750 |

| 2024-1C Tower Securities (1) | | | — | | | — | | | — | | | — | | | 1,450,000 | | | — | | | 1,450,000 | | | 1,453,292 |

| Total debt obligation | | $ | 1,188,000 | | $ | 1,938,000 | | $ | 3,038,000 | | $ | 1,473,000 | | $ | 2,973,000 | | $ | 3,062,750 | | $ | 13,672,750 | | $ | 12,849,650 |

| Interest payments (2) | | $ | 457,452 | | $ | 469,360 | | $ | 384,500 | | $ | 279,785 | | $ | 218,528 | | $ | 345,873 | | $ | 2,155,498 | | | |

component of Accumulated other comprehensive income (loss).

| Revolving Credit Facility (1) | | $ | — | | $ | — | | $ | 180,000 | | $ | — | | $ | — | | $ | — | | $ | 180,000 | | $ | 180,000 |

| 2018 Term Loan (1) | | | 24,000 | | | 2,244,000 | | | — | | | — | | | — | | | — | | | 2,268,000 | | | 2,273,670 |

| Total debt obligation | | $ | 644,000 | | $ | 3,409,000 | | $ | 2,095,000 | | $ | 2,395,000 | | $ | 1,450,000 | | $ | 2,395,000 | | $ | 12,388,000 | | $ | 11,480,332 |

| Interest payments (3) | | $ | 375,399 | | $ | 280,875 | | $ | 240,136 | | $ | 152,759 | | $ | 72,599 | | $ | 69,105 | | $ | 1,190,873 | | | |

(1)On January 25, 2024, we repaid our 2018 Term Loan and issued a new $2.3 billion Term Loan with a maturity date of January 25, 2031 and extended the maturity date of the Revolving Credit Facility to January 25, 2029.

Revolving Credit Facility at an average interest rate of 6.435% as of December 31, 2023, the 2020 Senior Notes interest rate of 3.875%, and the 2021 Senior Notes interest rate of 3.125%.

On August 4, 2020, and amended June 21, 2023, we, through our wholly owned subsidiary, SBA Senior Finance II, entered into an interest rate swap which swapped $1.95 billion of notional value accruing interest at (i) one month LIBOR plus 175 basis points for an all-in fixed rate of 1.874% per annum through July 31, 2023, (ii) one month Term SOFR plus 185 basis points (inclusive of a CSA of 0.10%) for an all-in fixed rate of 1.900% per annum from August 1, 2023 through January 25, 2024, and (iii) one month Term SOFR plus 200 basis points for an all-in fixed rate of 2.050% per annum from January 25, 2024 through March 31, 2025.

On November 3, 2023, we entered into a forward-starting interest rate swap agreement which will swap $1.0 billion of notional value accruing interest at one month Term SOFR plus 200 basis points for an all-in fixed rate of 5.830% per annum.

The swap has an effective start date of March 31, 2025 and a maturity date of April 11, 2028.

receive required regulatory approval, the ability and willingness of each party to fulfill their respective closing conditions and their contractual obligations, and, once acquired, our ability to effectively integrate acquired towers into our business and to achieve the financial results projected in our valuation models for the acquired towers;

In addition, we own and operate towers in South America, Central America, Canada, [removed: South Africa, the Philippines,] and [removed: Tanzania.][added: Africa.]

Our primary business line is our site leasing business, which contributed [removed: 97.4%] [added: 98.4%] of our total segment operating profit for the year ended December 31, [removed: 2023.][added: 2024.]

As of December 31, [removed: 2023,] [added: 2024,] we owned [removed: 39,618] [added: 39,749] towers, a substantial portion of which have been built by us or built by other tower owners or operators who, like us, have built such towers to lease space to multiple wireless service providers.

As of December 31, [removed: 2023,] [added: 2024,] we had an average of 1.9 tenants per [removed: tower.][added: site.]

We have been developing towers for wireless service providers in the U.S. since 1989 and [added: have] owned and operated towers for ourselves since 1997.

[added: *Systematic Tower Portfolio Growth.*] We intend to continue to grow our tower portfolio, domestically and internationally, through tower acquisitions and the construction of new tower structures.

*Disciplined [added: Domestic and International] Tower Acquisitions.* In our tower acquisition program, we pursue towers from third parties that meet or exceed our internal guidelines regarding current and future potential returns.

Under these arrangements, we retain ownership of the tower structure and [removed: the exclusive right to co-locate additional tenants.]

[added: We generally will have at least] one signed tenant lease for each new build tower structure on the day that it is completed and expect that some will have multiple tenants.

[removed: *International Tower Growth.*] The majority of our international markets typically have less mature wireless networks with limited wireline infrastructure and lower wireless data penetration rates than those in the United States.

Consequently, we have [removed: a] broad field [removed: organization] [added: organizations across the U.S. and in our international markets] that [removed: allows] [added: allow] us to develop and capitalize on our experience, expertise, and relationships in each of our local markets which in turn enhances our customer relationships.

Due to our presence in local markets, we believe we are well positioned to [removed: organically] [added: proactively] grow [added: and defend] our site leasing business and to capture new tower build opportunities in our markets and identify and participate in site development projects across our markets.

As of December 31, [removed: 2023,] [added: 2024,] approximately [removed: 71%] [added: 72%] of our tower structures were located on land that we own or control for more than 20 years and the average remaining life under our ground leases and other property interests, including renewal options under our control, was 36 years.

As of December 31, [removed: 2023,] [added: 2024,] approximately [removed: 10.3%] [added: 11.6%] of our tower structures had ground leases or other property interests maturing in the next 10 years.

SBA owns [removed: three] [added: two] regional data centers [added: in the U.S.] and [removed: multiple] [added: one regional data center in Brazil, as well as] tower-based data centers in support of this initiative.

Consumers are increasing their demand for wireless connectivity due to the adoption of bandwidth-intensive wireless data applications, such as high-definition streaming, [added: generative artificial intelligence,] banking, gaming, social networking, enhanced web browsing, and machine-to-machine applications.

According to a report published by Ericsson in November [removed: 2023,] [added: 2024,] global total mobile data traffic was estimated to reach around [removed: 130] [added: 157] exabytes per month by the end of [removed: 2023] [added: 2024] and is projected to grow by a factor of 3x to reach [removed: 403] [added: 473] exabytes per month in [removed: 2029.][added: 2030.]

For example, [removed: recent] [added: past] and future spectrum auctions, such as [removed: the C-Band auction,] Auction [removed: 108,] [added: 108] and Auction 110 in the U.S. are expected to continue to contribute to growth in the upcoming years.

In addition, the continued deployment of 5G wireless technologies is expected to increase equipment installation at existing [added: sites and may increase the need for new] sites.

We believe that the worldwide wireless industry will continue to grow and is reasonably well-capitalized, highly competitive and focused on quality and advanced [removed: services.][added: services; therefore, we expect that we will see a multi-year trend of additional demand for tower space from our customers, which we believe will translate into steady leasing growth for us.]

Our primary focus is the leasing of antenna space on our multi-tenant towers to a variety of wireless service providers under long-term lease contracts in the United States, South America, Central America, Canada, [removed: South Africa, the Philippines,] and [removed: Tanzania.][added: Africa.]

As of December 31, [removed: 2023,] [added: 2024,] we owned [removed: 17,487] [added: 17,464] sites in the United States and its territories.

For the year ended December 31, [removed: 2023,] [added: 2024,] we generated [removed: 73.4%] [added: 73.7%] of our total site leasing revenue from these sites.

We derive domestic site leasing revenues primarily from T-Mobile, AT&T Wireless, [removed: Verizon Wireless,] and [removed: DISH] [added: Verizon] Wireless.

As of December 31, [removed: 2023,] [added: 2024,] no U.S. state or territory accounted for more than 10% of our total tower portfolio by tower count, and no U.S. state or territory accounted for more than 10% of our total revenues for the year ended December 31, [removed: 2023.][added: 2024.]

We currently own and operate towers in [removed: 14] [added: 13] international markets throughout South America, Central America, Canada, [removed: South Africa, the Philippines,] and [removed: Tanzania.][added: Africa.]

As of December 31, [removed: 2023,] [added: 2024,] we owned [removed: 22,131] [added: 22,285] sites in our international markets, of which approximately 30% of our total towers are located in Brazil and no other international markets (each country is considered a market) represented more than 5% of our total towers.

Our operations in our international markets are primarily in the site leasing business, [added: and we continue to focus on growing our international site leasing business through the acquisition and development of towers and organic growth.]

We derive international site leasing revenues from all the major carriers in each of the [removed: 14] [added: 13] countries in which we operate.

In [added: most of] our Central American markets, our local currency obligations are principally limited to (1) permitting and other local fees, (2) utilities, and (3) taxes.

In Brazil, Canada, Chile, [added: and] South Africa, [removed: and the Philippines,] significantly all of our revenue, expenses, and capital expenditures, including tenant leases, ground leases and other property interests, and other tower-related expenses are denominated in local currency.

| Percentage of Total Revenues | | | | [removed: 2023] [added: 2024] | | [removed: 2022] [added: 2023] | | [removed: 2021] [added: 2022] |

| T-Mobile | | | | [removed: 32.5%] [added: 30.5%] | | [removed: 36.4%] [added: 32.5%] | | [removed: 36.2%] [added: 36.4%] |

| AT&T Wireless | | | | [removed: 19.5%] [added: 20.6%] | | [removed: 19.6%] [added: 19.5%] | | [removed: 22.2%] [added: 19.6%] |

| Verizon Wireless | | | | [removed: 14.6%] [added: 15.1%] | | [removed: 14.5%] [added: 14.6%] | | [removed: 14.7%] [added: 14.5%] |

In addition to the Big [removed: 4] [added: 3] wireless carriers (T-Mobile, AT&T Wireless, Verizon [removed: Wireless, and DISH] Wireless), we have also provided services or leased space to a number of [added: other] customers [added: during 2024] including:

| Airtel Tanzania | [removed: Liberty Technologies] [added: Freedom Mobile] | Tigo |

| [added: C Spire (f/k/a] Cellular [removed: South] [added: South)] | [removed: MTN] [added: Liberty Technologies] | TIM |

| Claro | [removed: Oi S.A.] [added: MTN] | Telefonica |

We have a dedicated sales force that is supplemented by members of our [removed: executive] management [removed: team.][added: team to sell our services and cultivate customer relationships.]

On January 10, 2025, we sold all our towers and ended our operations in the Philippines and on February 20, 2025, we entered into an agreement to sell all of our towers and related assets held in Colombia.

For example, in the third quarter of 2024 we entered into a purchase agreement with Millicom International Cellular S.A. (“Millicom”) for over 7,000 sites throughout Central America.

This transaction supports our desire to secure our position as a leader in our international markets and align ourselves with the leading carriers in such markets.

*Strategic New Builds.* We believe strategic new builds can contribute to profitable growth, particularly in our international markets.

the exclusive right to co-locate additional tenants.

As part of the Millicom transaction, we have agreed to a seven-year exclusivity right for us to build up to 2,500 build-to-suit sites in Central America with each site built having an initial lease term of 15 years.

*International Market Maximization.* We are focused on maximizing our site leasing services and profitability in international markets that meet our investment criteria and where we believe we have, or have the ability to achieve, scale.

Our investment criteria focuses on the quality and quantity of wireless service providers in a given country as well as the country’s political and regulatory environments.

We continually evaluate how a particular market meets our long-term strategic and financial objectives and our business generally.

| Echostar (f/k/a DISH Wireless) | Telkom | Vodacom |

We pride ourselves on our ownership mindset, agility and team spirit and provide customer service with quality and integrity.

These regulations govern the construction, lighting, and

The FCC’s Antenna Structure Registration (ASR) will include any FAA required lighting and/or painting.

While the FCC requires owners to register and exercise primary responsibility for painting and lighting of antenna structures meeting the registration criteria, licensees, and permittees, collocated on the tower or antenna structure, are also responsible to ensure that the structure maintains all FAA and FCC painting and lighting requirements.

We comply with the FCC National Environmental Policy Act (NEPA) which requires screening for environmental impacts including the evaluation of those of our tower site locations (1) that might be located in a wilderness area or a wildlife preserve, (2) that might affect threatened and endangered species or their habitat (ESA), (3) that might affect properties included in, or eligible for inclusion, in the National Register of Historic Places (NRHP) or Indian religious and cultural sites, (4) that might affect World Heritage areas and IUCN Category I-IV protected areas, (5) that will be located in a floodplain and where facility

*Systematic Tower Portfolio Growth*.

*New Build Program.* We build new towers domestically and internationally.

We seek to identify attractive locations for new tower structures and complete pre-construction procedures necessary to secure the site concurrently with our leasing efforts.

We generally will have at least

*Opportunistic International Market Expansion.* We believe that we can create substantial value by expanding our site leasing services into select international markets which we believe have an attractive wireless industry and relatively stable political and regulatory environments.

We continually evaluate various factors when identifying potential markets for new expansion or continued involvement (as noted by our exit of the Argentinian market in the fourth quarter of 2023), including:

oCountry analysis – We consider the country’s economic and political stability and whether the country’s general business, legal, and regulatory environment is conducive to the sustainability and growth of our business.

oMarket potential – We periodically analyze the expected demand for wireless services and whether a country has multiple wireless service providers who are actively seeking to invest in deploying voice and data networks, as well as spectrum auctions that have occurred or that are anticipated to occur and update this analysis when there have been material developments in the industry within the country, whether due to consolidation, spectrum allocation, new participants or changes in the legal and regulatory environment.

oRisk adjusted return criteria – We continually evaluate whether buying or building towers in a country and providing our management and leasing services will meet our return criteria.

As part of this analysis, we consider the risk associated with an international market (for example, the impact of foreign currency exchange rates and inflation, real estate, permitting, and taxation risks) and how a particular market meets our long-term strategic and financial objectives and our business generally.

We seek to replicate this operating model internationally.

Therefore, we expect that we will see a multi-year trend of additional demand for tower space from our customers, which we believe will translate into steady leasing growth for us.

and we continue to focus on growing our international site leasing business through the acquisition and development of towers and organic growth.

| Freedom Mobile | Telkom | Vodacom |

‎

Our dedicated salespeople are based regionally as well as in our corporate office.

We also rely on our vice presidents, directors, and other operations personnel to sell our services and cultivate customer relationships.

We pride ourselves in promoting an inclusive environment that celebrates and encourages all forms of diversity.

As of December 31, 2023, women represented 41% of our global workforce and 43% of our U.S. employees identified as a racial or ethnic minority.

We

Upon registration, the FCC may also require special lighting and/or painting.

Tower owners and FCC spectrum licensees that operate on those towers also bear the responsibility of monitoring any lighting systems and notifying the FAA of any lighting outage or malfunction.

construction, modification or placement of radio communication towers.

For the fiscal year ended December [removed: 31, 2023][added: 31, 2024]

The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately [removed: $24.9] [added: $21.0] billion as of June 30, [removed: 2023.][added: 2024.]

The number of shares outstanding of the Registrant’s common stock (as of February [removed: 15, 2024):] [added: 14, 2025):] Class A common stock — [removed: 108,108,678.][added: 107,615,241.]

Portions of the Registrant’s definitive proxy statement for its [removed: 2024] [added: 2025] annual meeting of shareholders, which proxy statement will be filed no later than 120 days after the close of the Registrant’s fiscal year ended December 31, [removed: 2023,] [added: 2024,] are hereby incorporated by reference in Part III of this Annual Report on Form 10-K.

| ITEM 1A. | [RISK FACTORS](#Item1A) | [removed: 8] [added: 7] |

| ITEM 1B. | [UNRESOLVED STAFF COMMENTS](#Item1B) | [removed: 22] [added: 21] |

| ITEM 1C. | [CYBERSECURITY](#Item1C) | [removed: 22] [added: 21] |

| ITEM 2. | [PROPERTIES](#Item2) | [removed: 24] [added: 23] |

| ITEM 3. | [LEGAL PROCEEDINGS](#Item3) | [removed: 24] [added: 23] |

| ITEM 4. | [MINE SAFETY DISCLOSURE](#Item4) | [removed: 24] [added: 23] |

| ITEM 5. | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES](#Item5) | [removed: 24] [added: 23] |

| ITEM 6. | [RESERVED](#Item6) | [removed: 25] [added: 24] |

| ITEM 7. | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](#Item7) | [removed: 25] [added: 24] |

| ITEM 9B. | [OTHER [removed: INFORMATION](#Item9A)] [added: INFORMATION](#Item9B)] | [removed: 48] [added: 47] |

| ITEM 9C. | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](#Item9C) | [removed: 49] [added: 47] |

| ITEM 10. | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE](#Item10) | [removed: 49] [added: 47] |

| ITEM 11. | [EXECUTIVE COMPENSATION](#Item11) | [removed: 49] [added: 47] |

| ITEM 12. | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS](#Item12) | [removed: 49] [added: 47] |

| ITEM 13. | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE](#Item13) | [removed: 50] [added: 48] |

| ITEM 14. | [PRINCIPAL ACCOUNTING FEES AND SERVICES](#Item14) | [removed: 50] [added: 48] |

| ITEM 15. | [EXHIBITS, FINANCIAL STATEMENT SCHEDULES](#Item15) | [removed: 50] [added: 48] |

| ITEM 16. | [FORM 10-K SUMMARY](#Item16) | [removed: 55] [added: 53] |

| [SIGNATURES](#Signatures) | | [removed: 56] [added: 54] |

We continuously seek to adopt market-leading standards and procedures to protect our tower infrastructure, data, and [removed: carrier] [added: carrier, vendor,] and consumer information.

For more information regarding cybersecurity-related risks that could materially affect our business strategies, results of operations, or financial condition, please see Item 1A in this Form 10-K under the headings [removed: “*Security breaches and other disruptions] [added: “*Information technology disruptions, including as a result of cybersecurity breaches,] could compromise our information, which would cause our business and reputation to suffer*.”

Our CIO has over 25 years of experience in the information technology and [removed: security industry with global organizations.]

Our information security team, led by our CIO and Senior Director, IT Security and Compliance, has over 75 years of collective cybersecurity experience and [removed: maintain] [added: maintains] numerous active industry-recognized cyber certifications, such as Certified Information Security Manager (CISM), Certified Information Systems Security Professional (CISSP), and Certified Information Systems Auditor (CISA).

For example, the information security team monitors our technology infrastructure with tools [added: designed to detect suspicious behavior and decrypt VPN traffic on our systems globally.]

Our leadership team also participates in table-top exercises and trainings tailored to specific business units.

For example, most recently our internal audit and finance teams participated in a successful table-top exercise which simulated cyber-attacks on our payroll and financial systems.

All of our table-top exercises are facilitated by a third-party.

Additionally, the Audit Committee has established a subcommittee to evaluate cybersecurity incidents, if any, and determine the Company’s disclosure obligations in light of such incidents.

security industry with global organizations.

Our information security team also works with our Executive Vice President, Chief Administrative Officer and General Counsel on our data privacy program, including with respect to the preservation and protection of the integrity and confidentiality of our data and systems.

designed to detect suspicious behavior and decrypt VPN traffic on our systems globally.

As of December 31, [removed: 2023,] [added: 2024,] approximately [removed: 71%] [added: 72%] of our tower structures were located on parcels of land that we own, land subject to perpetual easements, or parcels of land that have an interest that extends beyond 20 years.

As of December 31, [removed: 2023,] [added: 2024,] we had an average of 1.9 tenants per [removed: tower.][added: site.]

We [removed: now] trade on the NASDAQ Global Select Market, a segment of the NASDAQ Global [removed: Market, formally known as the NASDAQ National Market System.][added: Market.]

As of February [removed: 15, 2024,] [added: 14, 2025,] there were [removed: 283] [added: 270] record holders of our Class A common stock.

As of December 31, [removed: 2023, $382.3] [added: 2024, $337.7] million of the federal NOLs are attributes of the REIT.

We may use these NOLs to offset our REIT taxable income, and thus [added: any required distributions to shareholders may be reduced or eliminated until such time as our NOLs have been fully utilized or expired.]

any required distributions to shareholders may be reduced or eliminated until such time as our NOLs have been fully utilized.

Issuer Purchases of Equity Securities

The following table presents information related to our repurchases of Class A common stock during the fourth quarter of 2023:

| | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | Total | | | | | Total Number of Shares | | Approximate Dollar Value | |

| | | Number | | Average | | | Purchased as Part of | | of Shares that May Yet Be | |

| | | of Shares | | Price Paid | | | Publicly Announced | | Purchased Under the | |

| Period | | Purchased | | Per Share | | | Plans or Programs (1) | | Plans or Programs | |

| 10/1/2023 - 10/31/2023 | | 63,690 | | $ | 198.84 | | 63,690 | | $ | 404,726,973 |

| 11/1/2023 - 11/30/2023 | | — | | $ | — | | — | | $ | 404,726,973 |

| 12/1/2023 - 12/31/2023 | | — | | $ | — | | — | | $ | 404,726,973 |

| Total | | 63,690 | | $ | 198.84 | | 63,690 | | $ | 404,726,973 |

(1)On October 28, 2021, our Board of Directors authorized a stock repurchase plan authorizing us to repurchase, from time to time, up to $1.0 billion of our outstanding Class A common stock (the “Repurchase Plan”).

As of December 31, 2023, the Company had $404.7 million of authorization remaining under the Repurchase Plan.

The Repurchase Plan has no expiration and will continue until otherwise modified or terminated by our Board of Directors at any time in its sole discretion.

In connection with the preparation of this Annual Report on Form 10-K, as of December 31, [removed: 2023,] [added: 2024,] an evaluation was performed under the supervision and with the participation of our management, including the CEO and CFO, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).

Based on such evaluation, our CEO and CFO concluded that, as of December 31, [removed: 2023,] [added: 2024,] our disclosure controls and procedures were effective.

There has been no change in our internal control over financial reporting during the quarter ended December 31, [removed: 2023] [added: 2024] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting – Management is responsible for establishing and maintaining adequate internal control over financial reporting, and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Management performed an assessment of the effectiveness of SBAC’s internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] based upon criteria in *Internal Control – Integrated Framework* (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on our assessment, management determined that SBAC’s internal control over financial reporting was effective as of December 31, [removed: 2023] [added: 2024] based on the criteria in *Internal Control – Integrated Framework* (2013 Framework) issued by COSO.

We have audited SBA Communications Corporation and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, SBA Communications Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive income, shareholders’ deficit and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and financial statement schedule listed in the Index at Item [removed: 15(a)] [added: 15(a)(2)] and our report dated February [removed: 28, 2024] [added: 26, 2025] expressed an unqualified opinion thereon.

February 26, 2025

February 28, 2024

[removed: (b)] [added: (a)] 10b5-1 Trading Plans

During the three months ended December 31, [removed: 2023,] [added: 2024,] none of our officers (as defined in Rule 16a-1(f) of the Exchange Act) or directors adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(d) of Regulation S-K.

(a) Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

*Cavanagh Employment Agreement*

On February 19, 2024, the Company entered into an amended and restated employment agreement with Brendan T.

Cavanagh (the “Employment Agreement”), which reflects Mr. Cavanagh’s promotion to President and Chief Executive Officer and extends the term of his employment until December 31, 2026.

The Employment Agreement increases Mr. Cavanagh’s annual base salary to $920,000 and his target bonus to 150% of his annual base salary in effect at the start of such year, each effective as of January 1, 2024.

Payment of the bonus is contingent upon the achievement of performance goals established and assessed solely at the discretion of the Compensation Committee of the Company’s Board of Directors.

Pursuant to the Employment Agreement, Mr. Cavanagh is entitled to a severance payment, upon his termination without Cause or for Good Reason (each as defined in the Employment Agreement), equal to the sum of (i) an amount equal to the pro rata portion of the minimum annual bonus target for the period of service in the year in which the termination or resignation occurs, and (ii) an amount equal to the applicable multiple multiplied by the sum of (a) Mr. Cavanagh’s base salary for the year in which the termination or resignation occurs, (b) the minimum annual bonus target, and (c) the greater of (1) $33,560 and (2) the value of all medical, dental, health, life and other fringe benefit plans for the year in which the termination or resignation occurs (the “Severance Payment”).

The Severance Payment is payable in a lump sum.

The applicable multiple for Mr. Cavanagh will be two, in the event the termination occurs for Cause or Good Reason and three, in the event the termination occurs on or after a change in control of the Company.

Additionally, upon the occurrence of a change in control (i) the term of Mr. Cavanagh’s employment will automatically be extended for three years following the effective date of such change in control, and (ii) Mr. Cavanagh will be entitled to an amount equal to the Severance Payment.

All other material terms of the Employment Agreement remain the same, including the provisions for severance benefits, change in control benefits, and the provisions for non-competition, non-interference, non-disparagement and non-disclosure provisions during his employment and for a period of twelve months after termination.

*Executive Severance Plan*

On October 25, 2023, the Company adopted the SBA Communications Corporation Executive Severance Plan (the “Executive Severance Plan”) in order to retain certain executives of the Company and to ensure their continued dedication to their duties, including in the event of a change in control.

The Executive Severance Plan provides severance benefits to the Executive Vice Presidents of the Company, which includes Messrs.

Richard M.

Cane, Mark Ciarfella, Joshua Koenig, Marc Montagner, and Jason Silberstein (each, a “Participant”) whose employment is terminated by the Company for any reason or by the Participant for Good Reason (as defined in the Executive Severance Plan).

Pursuant to the Executive Severance Plan, if a Participant’s employment with the Company is terminated by the Company without Cause or if the Participant resigns for Good Reason, then a Participant is entitled to (i) an amount equal to the sum of (a) an amount equal to the pro rata portion of the target annual incentive bonus for the period of service in the year in which the termination or resignation occurs, and (b) an amount equal to the applicable multiple multiplied by the sum of (x) the Participant’s respective base salary in effect for the year of termination or resignation, and (y) the Participant’s target annual incentive bonus in effect immediately prior to the Participant’s termination of employment; and (ii) continuation of applicable medical, dental and life insurance benefits, subject to the terms of the Executive Severance Plan.

The applicable multiple, with respect to the Executive Severance Plan means one, in the event the termination occurs for Cause or Good Reason and two, in the event the termination occurs on or after a change in control of the Company.

Additionally, if the Participant’s employment is terminated due to Death or Disability (as defined in the Executive Severance Plan), the Participant is entitled to receive an amount equal to the pro rata portion of the Participant’s respective target annual incentive bonus for the period of service in the year in which the Death or Disability occurs.

The remaining items required by Part III, Item 10 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2024] [added: 2025] Annual Meeting of Shareholders to be filed on or before April 30, [removed: 2024.][added: 2025.]

The items required by Part III, Item 11 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2024] [added: 2025] Annual Meeting of Shareholders to be filed on or before April 30, [removed: 2024.][added: 2025.]

The items required by Part III, Item 12, other than the information regarding the Registrant’s equity plans set forth below required by Item 201(d) of Regulation S-K, are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2024] [added: 2025] Annual Meeting of Shareholders to be filed on or before April 30, [removed: 2024.][added: 2025.]

The following table summarizes information with respect to the Registrant’s compensation plans under which the Registrant’s equity securities are authorized for issuance as of December 31, [removed: 2023:][added: 2024:]

(1)Included in the number of securities in column (a) is [removed: 2,790] [added: 18] restricted stock units which have no exercise price.

The weighted-average exercise price of outstanding options, warrants, and rights (excluding restricted stock units) is [removed: $166.24.][added: $172.34.]

(2)Included in the number of securities in column (a) is [removed: 264,037] [added: 392,911] restricted stock units and [removed: 368,058] [added: 275,461] performance-based restricted stock units, which have no exercise price.

‎

| | | As of December 31, 2024 | | | | | | |

| 2010 Plan | | 1,058 | (1) | | $ | 172.34 | | — |

| 2020 Plan | | 698 | (2) | | | 11.13 | | 1,929 |

| Total | | 1,756 | | | $ | 108.22 | | 1,929 |

| | | As of December 31, 2023 | | | | | | |

| 2010 Plan | | 1,313 | (1) | | $ | 165.88 | | — |

| 2020 Plan | | 662 | (2) | | | 11.74 | | 2,225 |

| Total | | 1,975 | | | $ | 114.18 | | 2,225 |

The items required by Part III, Item 13 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2024] [added: 2025] Annual Meeting of Shareholders to be filed on or before April 30, [removed: 2024.][added: 2025.]

The items required by Part III, Item 14 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2024] [added: 2025] Annual Meeting of Shareholders to be filed on or before April 30, [removed: 2024.][added: 2025.]

[removed: (1)Financial] [added: (2) Financial] Statement Schedules

(2)As of December 31, [removed: 2023,] [added: 2024,] certain assets secure debt of [removed: $9.4] [added: $10.7] billion.

| | | | | | | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | |

| Gross amount at beginning | | | | | | | | | | | | | | | | | $ | [removed: 7,993,750] [added: 8,231,510] | | $ | [removed: 7,068,208] [added: 7,993,750] | | $ | [removed: 5,963,048] [added: 7,068,208] |

| Acquisitions (1) | | | | | | | | | | | | | | | | | | [removed: 22,081] [added: 34,350] | | | [removed: 727,863] [added: 22,081] | | | [removed: 995,063] [added: 727,863] |

| Construction and related costs on new builds | | | | | | | | | | | | | | | | | | [removed: 59,873] [added: 131,539] | | | [removed: 69,384] [added: 59,873] | | | [removed: 45,802] [added: 69,384] |

| Augmentation and tower upgrades | | | | | | | | | | | | | | | | | | [removed: 82,917] [added: 54,181] | | | [removed: 60,247] [added: 82,917] | | | [removed: 32,953] [added: 60,247] |

| Land buyouts and other assets | | | | | | | | | | | | | | | | | | [removed: 32,247] [added: 31,739] | | | [removed: 26,588] [added: 32,247] | | | [removed: 24,944] [added: 26,588] |

| Tower maintenance | | | | | | | | | | | | | | | | | | [removed: 49,471] [added: 50,182] | | | [removed: 42,048] [added: 49,471] | | | [removed: 34,611] [added: 42,048] |

| Other (2) | | | | | | | | | | | | | | | | | | [removed: 35,880] [added: 2,942] | | | [removed: 23,824] [added: 35,880] | | | [removed: 20,052] [added: 23,824] |

| Total additions | | | | | | | | | | | | | | | | | | [removed: 282,469] [added: 304,933] | | | [removed: 949,954] [added: 282,469] | | | [removed: 1,153,425] [added: 949,954] |

| Cost of real estate sold or disposed | | | | | | | | | | | | | | | | | | [removed: (8,024)] [added: (437)] | | | [removed: (610)] [added: (8,024)] | | | [removed: (192)] [added: (610)] |

| Impairment (3) | | | | | | | | | | | | | | | | | | [removed: (119,307)] [added: (73,977)] | | | [removed: (23,638)] [added: (119,307)] | | | [removed: (15,552)] [added: (23,638)] |

| Other (4) | | | | | | | | | | | | | | | | | | [removed: 82,622] [added: (248,238)] | | | [removed: (164)] [added: 82,622] | | | [removed: (32,521)] [added: (164)] |

| Total deductions | | | | | | | | | | | | | | | | | | [removed: (44,709)] [added: (322,652)] | | | [removed: (24,412)] [added: (44,709)] | | | [removed: (48,265)] [added: (24,412)] |

| Balance at end | | | | | | | | | | | | | | | | | $ | [removed: 8,231,510] [added: 8,213,791] | | $ | [removed: 7,993,750] [added: 8,231,510] | | $ | [removed: 7,068,208] [added: 7,993,750] |

| Gross amount of accumulated depreciation at beginning | | | | | | | | | | | | | | | | | $ | [removed: (3,925,893)] [added: (4,232,369)] | | $ | [removed: (3,644,238)] [added: (3,925,893)] | | $ | [removed: (3,383,370)] [added: (3,644,238)] |

| Depreciation (1) | | | | | | | | | | | | | | | | | | [removed: (300,458)] [added: (128,548)] | | | [removed: (285,918)] [added: (300,458)] | | | [removed: (273,655)] [added: (285,918)] |

| Other (2) | | | | | | | | | | | | | | | | | | [removed: (14,339)] [added: (693)] | | | [removed: (3,382)] [added: (14,339)] | | | [removed: (91)] [added: (3,382)] |

| Total additions | | | | | | | | | | | | | | | | | | [removed: (314,797)] [added: (129,241)] | | | [removed: (289,300)] [added: (314,797)] | | | [removed: (273,746)] [added: (289,300)] |

| Amount of accumulated depreciation for assets sold or disposed | | | | | | | | | | | | | | | | | | [removed: 8,070] [added: 24,210] | | | [removed: 7,505] [added: 8,070] | | | [removed: 3,638] [added: 7,505] |

| Other (2) | | | | | | | | | | | | | | | | | | [removed: 251] [added: 45,540] | | | [removed: 140] [added: 251] | | | [removed: 9,240] [added: 140] |

| Total deductions | | | | | | | | | | | | | | | | | | [removed: 8,321] [added: 69,750] | | | [removed: 7,645] [added: 8,321] | | | [removed: 12,878] [added: 7,645] |

| Balance at end | | | | | | | | | | | | | | | | | $ | [removed: (4,232,369)] [added: (4,291,860)] | | $ | [removed: (3,925,893)] [added: (4,232,369)] | | $ | [removed: (3,644,238)] [added: (3,925,893)] |

[removed: Amounts] [added: (1)Amounts] as of December 31, 2022 include the depreciation related to the acquisition of sites from GTS.

| 4.1 | | [Description of Capital [removed: Stock](https://www.sec.gov/Archives/edgar/data/1034054/000119312517011327/d292834dex41.htm)] [added: Stock](http://www.sec.gov/Archives/edgar/data/1034054/000119312517011327/d292834dex41.htm)] | | 8-K | | 01/17/17 |

| [removed: 10.6] [added: 10.6A] | | [Purchase Agreement, dated [removed: November 15, 2022,] [added: September 10, 2024,] among SBA Senior Finance, LLC, Deutsche Bank Trust Company Americas, as Trustee, and the several Initial Purchasers listed on Schedule I [removed: thereto.](https://www.sec.gov/ix?doc=/Archives/edgar/data/1034054/000119312522286848/d410270d8k.htm)] [added: thereto.](http://www.sec.gov/Archives/edgar/data/1034054/000119312524236794/d859076d8k.htm)] | | 8-K | | [removed: 11/16/22] [added: 10/11/24] |

| 10.7D | | [Third Amended and Restated Credit Agreement, dated as of January 25, 2024, among SBA Senior Finance II LLC, as borrower, the banks and other financial institutions or entities party thereto and Toronto Dominion (Texas) LLC, as administrative [removed: agent.](https://www.sec.gov/Archives/edgar/data/1034054/000119312524015495/d725918dex107d.htm)] [added: agent.](http://www.sec.gov/Archives/edgar/data/1034054/000119312524015495/d725918dex107d.htm)] | | 8-K | | 01/25/24 |

| 10.8A | | [Third Amended and Restated Guarantee and Collateral Agreement, dated as of January 25, 2024, among SBA Communications Corporation, SBA Telecommunications, LLC, SBA Senior Finance, LLC, SBA Senior Finance II LLC and certain of its subsidiaries party thereto, in favor of Toronto Dominion (Texas) LLC, as administrative [removed: agent.](https://www.sec.gov/Archives/edgar/data/1034054/000119312524015495/d725918dex108a.htm)] [added: agent.](http://www.sec.gov/Archives/edgar/data/1034054/000119312524015495/d725918dex108a.htm)] | | 8-K | | 01/25/24 |

| 10.12G | | [Seventh Loan and Security Agreement Supplement, dated as of May 14, 2021, by and among the Borrowers named therein and Midland Loan Services, a division of PNC Bank, National Association, as Servicer on behalf of Deutsche Bank Trust Company Americas, as [removed: Trustee](https://www.sec.gov/Archives/edgar/data/1034054/000119312521165395/d144999dex1012f.htm).] [added: Trustee](http://www.sec.gov/Archives/edgar/data/1034054/000119312521165395/d144999dex1012f.htm).] | | 8-K | | 05/18/21 |

| 10.12H | | [Eighth Loan and Security Agreement Supplement, dated as of September 10, 2021, by and among the Borrowers named therein and Midland Loan Services, a division of PNC Bank, National Association, as Servicer on behalf of Deutsche Bank Trust Company Americas, as [removed: Trustee](https://www.sec.gov/Archives/edgar/data/1034054/000103405422000002/sbac-20211231xex10_12h.htm).] [added: Trustee](http://www.sec.gov/Archives/edgar/data/1034054/000103405422000002/sbac-20211231xex10_12h.htm).] | | 10-K | | Year ended December 31, 2022 |

| 10.12I | | [Ninth Loan and Security Agreement Supplement, dated as of October 27, 2021, by and among the Borrowers named therein and Midland Loan Services, a division of PNC Bank, National Association, as Servicer on behalf of Deutsche Bank Trust Company Americas, as [removed: Trustee](https://www.sec.gov/Archives/edgar/data/1034054/000119312521313427/d251247dex1012h.htm).] [added: Trustee](http://www.sec.gov/Archives/edgar/data/1034054/000119312521313427/d251247dex1012h.htm).] | | 8-K | | 10/29/21 |

| 10.12J | | [Tenth Loan and Security Agreement Supplement, dated November 23, 2022, by and among the Borrowers named therein and Midland Loan Services, a division of PNC Bank, National Association, as Servicer on behalf of Deutsche Bank Trust Company Americas, as [removed: Trustee.](https://www.sec.gov/ix?doc=/Archives/edgar/data/1034054/000119312522294379/d427154d8k.htm)] [added: Trustee.](http://www.sec.gov/ix?doc=/Archives/edgar/data/1034054/000119312522294379/d427154d8k.htm)] | | 8-K | | 11/29/22 |

| [removed: 10.35J] [added: 10.85F] | | [removed: [Amendment to] [added: [Amended and Restated] Employment Agreement, dated [removed: December 22,] [added: as of October 1,] 2021, between SBA Communications Corporation and [removed: Jeffrey A. Stoops](https://www.sec.gov/Archives/edgar/data/1034054/000103405422000002/sbac-20211231xex10_35j.htm).†] [added: Brendan T. Cavanagh](http://www.sec.gov/Archives/edgar/data/1034054/000103405422000002/sbac-20211231xex10_85f.htm).†] | | 10-K | | Year ended December 31, 2022 |

| [removed: 10.85F] [added: 10.85G] | | [removed: [Amended] [added: [Second Amended] and Restated Employment Agreement, dated as of [removed: October 1, 2021,] [added: February 19, 2024,] between SBA Communications Corporation and Brendan T. [removed: Cavanagh](https://www.sec.gov/Archives/edgar/data/1034054/000103405422000002/sbac-20211231xex10_85f.htm).†] [added: Cavanagh.†](http://www.sec.gov/Archives/edgar/data/1034054/000103405424000002/sbac-20231231xex10_85g.htm)] | | 10-K | | Year ended December 31, [removed: 2022] [added: 2023] |

| 10.97 | | [SBA Communications Corporation Executive Severance [removed: Plan*](https://www.sec.gov/Archives/edgar/data/1034054/000103405424000002/sbac-20231231xex10_97.htm)] [added: Plan](http://www.sec.gov/Archives/edgar/data/1034054/000103405424000002/sbac-20231231xex10_97.htm)] | | [added: 10-K] | | [added: Year ended December 31, 2023] |

| 21 | | [removed: [Subsidiaries.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405424000002/sbac-20231231xex21.htm)] [added: [Subsidiaries.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405425000002/sbac-20241231xex21.htm)] | | | | |

| 23.1 | | [Consent of Ernst & Young [removed: LLP.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405424000002/sbac-20231231xex23_1.htm)] [added: LLP.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405425000002/sbac-20241231xex23_1.htm)] | | | | |

| 31.1 | | [Certification by Brendan T. Cavanagh, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405424000002/sbac-20231231xex31_1.htm)] [added: 2002.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405425000002/sbac-20241231xex31_1.htm)] | | | | |

| 31.2 | | [Certification by Marc Montagner, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405424000002/sbac-20231231xex31_2.htm)] [added: 2002.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405425000002/sbac-20241231xex31_2.htm)] | | | | |

‎

| 39,749 sites | (1) | $ | 10,672,750 | (2) | | (3) | | | (3) | | $ | 8,213,791 | (4) | | $ | (4,291,860) | | Various | | | Various | | | Up to 70 years | (5) |

| | | | | | | | | | | | | | | | | | 2024 | | | 2023 | | | 2022 | |

| 10.6B | | [Purchase Agreement, dated October 11, 2024, among SBA Senior Finance, LLC, Deutsche Bank Trust Company Americas, as Trustee, and the several Initial Purchasers listed on Schedule I thereto.](http://www.sec.gov/Archives/edgar/data/1034054/000119312524236794/d859076d8k.htm) | | 8-K | | 10/11/24 |

| 10.7E | | [First Amendment to the Third Amended and Restated Credit Agreement, dated October 2, 2024 among SBA Senior Finance II LLC, the lenders and other persons party thereto and Toronto Dominion (Texas) LLC, as administrative agent.](http://www.sec.gov/Archives/edgar/data/1034054/000119312524231344/d136981d8k.htm) | | 8-K | | 10/02/24 |

| 10.12K | | [Eleventh Loan and Security Agreement Supplement, dated October 11, 2024, by and among the Borrowers named therein and Midland Loan Services, a division of PNC Bank, National Association, as Servicer on behalf of Deutsche Bank Trust Company Americas, as Trustee.](http://www.sec.gov/Archives/edgar/data/1034054/000119312524236794/d859076d8k.htm) | | 8-K | | 10/11/24 |

| 10.98 | | [Form of Restricted Stock Unit Agreement (Time and Performance Based) pursuant to SBA Communications Corporation 2020 Performance and Equity Incentive Plan.†*](https://www.sec.gov/Archives/edgar/data/1034054/000103405425000002/sbac-20241231xex10_98.htm) | | | | |

| 19.1 | | [SBA Communications Corporation Insider Trading Policy*](https://www.sec.gov/Archives/edgar/data/1034054/000103405425000002/sbac-20241231xex19_1.htm) | | | | |

| 39,618 sites | (1) | $ | 9,388,000 | (2) | | (3) | | | (3) | | $ | 8,231,510 | (4) | | $ | (4,232,369) | | Various | | | Various | | | Up to 70 years | (5) |

In addition, amounts as of December 31, 2021 include the acquisition of the exclusive right to lease and operate utility transmission structures, which included existing wireless tenant licenses from PG&E.

(1)Amounts as of December 31, 2021 include depreciation related to the acquisition of the exclusive right to lease and operate utility transmission structures, which included existing wireless tenant licenses from PG&E.

| --- | --- | --- | --- | --- | --- | --- |

| 10.35I | | [Employment Agreement, dated August 3, 2020, between SBA Communications Corporation and Jeffrey A. Stoops.†](http://www.sec.gov/Archives/edgar/data/1034054/000103405420000010/c054-20200930xex10_35i.htm) | | 10-Q | | Quarter ended September 30, 2020 |

| 10.85G | | [Second Amended and Restated Employment Agreement, dated as of February 19, 2024, between SBA Communications Corporation and Brendan T. Cavanagh.†*](https://www.sec.gov/Archives/edgar/data/1034054/000103405424000002/sbac-20231231xex10_85g.htm) | | | | |

| Date: | February [removed: 28, 2024] [added: 26, 2025] |

| /s/ Jeffrey A. Stoops | Chairman of the Board of Directors | February [removed: 28, 2024] [added: 26, 2025] |

| /s/ Brendan T. Cavanagh | Chief Executive Officer and President | February [removed: 28, 2024] [added: 26, 2025] |

| /s/ Marc Montagner | Chief Financial Officer and Executive Vice President | February [removed: 28, 2024] [added: 26, 2025] |

| /s/ [removed: Brian D. Lazarus] [added: Saul Kredi] | Chief Accounting Officer and [removed: Senior] Vice President | February [removed: 28, 2024] [added: 26, 2025] |

| [removed: Brian D. Lazarus] [added: Saul Kredi] | (Principal Accounting Officer) | |

| /s/ Steven E. Bernstein | Director | February [removed: 28, 2024] [added: 26, 2025] |

| /s/ Mary S. Chan | Director | February [removed: 28, 2024] [added: 26, 2025] |

| /s/ Laurie Bowen | Director | February [removed: 28, 2024] [added: 26, 2025] |

| /s/ George R. Krouse Jr. | Director | February [removed: 28, 2024] [added: 26, 2025] |

| /s/ Jack Langer | Director | February [removed: 28, 2024] [added: 26, 2025] |

| /s/ Kevin L. Beebe | Director | February [removed: 28, 2024] [added: 26, 2025] |

| /s/ Amy E. Wilson | Director | February [removed: 28, 2024] [added: 26, 2025] |

| /s/ Jay L. Johnson | Director | February [removed: 28, 2024] [added: 26, 2025] |

| [Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022](#BS)] [added: 202](#BS)3] | F-3 |

| [Consolidated Statements of Operations for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#IS)] [added: 202](#IS)2] | F-4 |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#CI)] [added: 202](#CI)2] | F-5 |

| [Consolidated Statements of Shareholders’ Deficit for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#SE)] [added: 202](#SE)2] | F-6 |

| [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#CF)] [added: 202](#CF)2] | F-7 |

We have audited the accompanying consolidated balance sheets of SBA Communications Corporation and subsidiaries (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive income, shareholders' deficit and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and financial statement schedule listed in the Index at Item [removed: 15(a)] [added: 15(a)(2)] (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal [removed: Control–Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 28, 2024] [added: 26, 2025] expressed an unqualified opinion thereon.

| *Description of the Matter* | | As more fully described in Note 2 to the consolidated financial statements, the Company recognizes a right-of-use asset and a lease liability for its operating lease contracts, initially measured at the present value of the lease payments over the lease term. As of December 31, [removed: 2023,] [added: 2024,] the Company had [removed: $2.2] [added: $2.3] billion of operating lease right-of-use assets, net, [removed: $271.8] [added: $259.8] million of current operating lease liabilities, and $1.9 billion of long-term lease liabilities. For the period ended December 31, [removed: 2023,] [added: 2024,] the total operating lease right-of-use assets obtained for new operating lease liabilities were [removed: $55.3 million] [added: $59.2 million,] and [added: operating lease right-of-use asset] adjustments associated with lease modifications and reassessments were [removed: a reduction of $86.7] [added: $268.5] million. The Company’s primary operating lease obligations are its long-term lease contracts for land that underlies its tower structures. The Company’s ground leases generally do not provide a readily determinable implicit discount rate. When the rate implicit in the lease is not readily determinable, the Company calculates the present value of the lease payments by estimating the Company’s incremental borrowing rate (“IBR”). The IBR is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term in a similar economic environment. The IBR is computed on a lease-by-lease basis when the Company enters into a new lease, upon a lease modification, or upon a lease reassessment event. Auditing the Company’s accounting for ground leases was complex because of the significant uncertainty associated with inputs into the IBR. The process to estimate the Company’s IBR includes the use of subjective inputs, considers the public credit rating of the Company, observable debt yields of the Company and the related debt’s seniority, and adjustments for leases denominated in different currencies, to determine the IBR over the remaining lease term. |

| | | [added: 2024 | | |] 2023 | | | 2022 | |

| Cash and cash equivalents | | $ | [added: 189,841 | | $ |] 208,547 | | $ | 143,708 | [added: | Cash and cash equivalents |]

| Restricted cash | | | [removed: 38,129] [added: 1,206,653] | | | [removed: 41,959] [added: 38,129] |

| Accounts receivable, net | | | [removed: 182,746] [added: 145,695] | | | [removed: 184,368] [added: 182,746] |

| Costs and estimated earnings in excess of billings on uncompleted contracts | | | [removed: 16,252] [added: 19,198] | | | [removed: 79,549] [added: 16,252] |

| Prepaid expenses and other current assets | | | [removed: 38,593] [added: 417,333] | | | [removed: 33,149] [added: 38,593] |

| Total current assets | | | [removed: 484,267] [added: 1,978,720] | | | [removed: 482,733] [added: 484,267] |

| Property and equipment, net | | | [removed: 2,711,719] [added: 2,792,084] | | | [removed: 2,713,727] [added: 2,711,719] |

| Intangible assets, net | | | [removed: 2,455,597] [added: 2,388,707] | | | [removed: 2,776,472] [added: 2,455,597] |

| Operating lease right-of-use assets, net | | | [removed: 2,240,781] [added: 2,292,459] | | | [removed: 2,381,955] [added: 2,240,781] |

| Acquired and other right-of-use assets, net | | | [removed: 1,473,601] [added: 1,308,269] | | | [removed: 1,507,781] [added: 1,473,601] |

| Other assets | | | [removed: 812,476] [added: 657,097] | | | [removed: 722,373] [added: 812,476] |

| Total assets | | $ | [removed: 10,178,441] [added: 11,417,336] | | $ | [removed: 10,585,041] [added: 10,178,441] |

| Accounts payable | | $ | [removed: 42,202] [added: 59,549] | | $ | [removed: 51,427] [added: 42,202] |

| Accrued expenses | | | [removed: 92,622] [added: 81,977] | | | [removed: 101,484] [added: 92,622] |

| Current maturities of long-term debt | | | [removed: 643,145] [added: 1,187,913] | | | [removed: 24,000] [added: 643,145] |

| Deferred revenue | | | [removed: 235,668] [added: 127,308] | | | [removed: 154,553] [added: 235,668] |

February 26, 2025

| | | 2024 | | | 2023 | |

| | | Total Shareholders' Equity (Deficit) | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| Communications Corporation | | — | | | — | | | — | | | 749,536 | | | — | | | 749,536 |

| Repurchase and retirement of common stock | | (935) | | | (9) | | | — | | | (200,010) | | | — | | | (200,019) |

| Corporation | | — | | | — | | | — | | | — | | | (144,465) | | | (144,465) |

| on common stock | | — | | | — | | | — | | | (424,891) | | | — | | | (424,891) |

| BALANCE, December 31, 2024 | | 107,561 | | $ | 1,076 | | $ | 2,975,455 | | $ | (7,326,189) | | $ | (760,280) | | $ | (5,109,938) |

| Net income | | $ | 748,677 | | $ | 497,415 | | $ | 459,799 |

| Depreciation, accretion, and amortization | | | 269,517 | | | 716,309 | | | 707,576 |

| Proceeds from issuance of Term Loans, net of fees | | | 2,280,565 | | | — | | | — |

| Repayment of Term Loans | | | (2,292,244) | | | (24,000) | | | (24,000) |

On January 10, 2025, the Company completed the sale of all its towers and ended its operations in the Philippines and on February 20, 2025, the Company entered into an agreement to sell all of its towers and related assets held in Colombia.

Reclassification

Certain prior year amounts have been reclassified to conform with the current year presentation.

During the first quarter of 2024, the Company completed its assessment on the remaining estimated useful lives of its towers and intangible assets.

The Company previously depreciated its towers on a straight-line basis over the shorter of the (i) term of the underlying ground lease

The Company accounted for the change in estimated useful lives as a change in estimate under ASC 250 “Accounting Changes and Error Corrections.” The impact of the change in estimate was accounted for prospectively effective January 1, 2024, resulting in a reduction in depreciation and amortization expense of approximately $411.5 million ($372.5 million after tax, or an increase of $3.45 per diluted share) for the year ended December 31, 2024.

The Company performs its evaluation for impairment by first calculating the future undiscounted cash flows of its investments in towers and related assets and comparing those amounts to the carrying value of the assets.

customers’ financial condition, and macroeconomic conditions.

For acquisitions, the aggregate

| | | | | | 2024 | | | 2023 | |

| | | | | | 2024 | | | 2023 | |

Tenant leases typically (1)

Accounting Standards Updates

*Recently Adopted Accounting Pronouncements*

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, to enhance reportable segment disclosures, primarily through additional disclosures of significant segment expenses regularly provided to the chief operating decision maker (“CODM”), along with disclosure of the title and position of the CODM.

The adoption did not have a significant impact on related disclosures.

Refer to Note 15 for the Company’s Segment Data disclosures.

*Recently Issued Accounting Pronouncements Not Yet Adopted*

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, requiring public business entities to provide improved income tax disclosures on an annual basis, primarily through enhanced disclosures related to rate reconciliation and income taxes paid information.

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

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

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring improved expense disclosures, in the notes to the financial statements, of public business entities to provide more detailed information about certain costs and expenses.

The standard is effective for annual reporting period beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

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

The Company purchased $1.8 billion and sold $1.5 billion of short-term investments during the year ended December 31, 2024.

applicable Term SOFR Rate was set for the Revolving Credit Facility (112.5 to 150.0 basis points).

February 28, 2024

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | |

| BALANCE, December 31, 2020 | | 109,819 | | $ | 1,098 | | $ | 2,586,130 | | $ | (6,604,028) | | $ | (807,582) | | $ | (4,824,382) |

| Communications Corporation | | — | | | — | | | — | | | 237,624 | | | — | | | 237,624 |

| Repurchase and retirement of common stock | | (1,880) | | | (19) | | | — | | | (582,559) | | | — | | | (582,578) |

| Corporation | | — | | | — | | | — | | | — | | | (47,814) | | | (47,814) |

| on common stock | | — | | | — | | | — | | | (254,568) | | | — | | | (254,568) |

| Contribution from partner for | | | | | | | | | | | | | | | | | |

| noncontrolling interest | | — | | | — | | | (2,500) | | | — | | | — | | | (2,500) |

| Proceeds from issuance of Senior Notes, net of fees | | | — | | | — | | | 1,485,373 |

| Repayment of Senior Notes | | | — | | | — | | | (1,870,909) |

The Company sold all of its towers and related assets held in Argentina in the fourth quarter of 2023.

The Company has retained an independent consultant to assist in completing this review and analysis.

If the Company concludes that a revision in the estimated useful lives of its towers and intangible assets is appropriate based on its review and analysis, the Company will account for any changes in the useful lives as a change in accounting estimate under Accounting Standards Codification (“ASC”) 250

Accounting Changes and Error Corrections, which will be recorded prospectively beginning in the period of change.

Based on preliminary information obtained to date, the Company expects that its estimated asset lives may be extended, which would result in prospective (i) decreases in depreciation and amortization and (ii) increases in the right of use asset and operating lease liability, and such changes could be material to future depreciation and amortization and the Company’s consolidated results of operations.

The Company expects to conclude its analysis in the first quarter of 2024.

The Company records an impairment charge when an investment in towers or related assets has been impaired, such that future undiscounted cash flows would not recover the then current carrying value of the investment in the tower and related intangible.

According to ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, an expected credit loss impairment model is used for financial instruments, including trade receivables, which requires entities to consider forward-looking information to estimate expected credit losses over the lifetime of the asset, resulting in earlier recognition of losses for receivables that are current or not yet due.

ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses (“ASU 2018-19”) clarified that operating lease receivables are not within the scope of ASC 326-20 and should instead be accounted for under the new leasing standard, ASC 842.

Company to terminate the lease.

Reference Rate Reform

On June 21, 2023, the Company amended its interest rate swap to change from LIBOR as an interest rate benchmark to the replacement benchmark of Term SOFR effective on August 1, 2023.

The Company elected the optional expedient which allows companies to change the reference rate and other critical terms related to the reference rate reform in derivative hedge documentation without having to de-designate the hedging relationship, allowing the Company to continue applying hedge accounting to its cash flow hedge.

On July 3, 2023, the Company amended its 2018 Term Loan and its Revolving Credit Facility to use Term SOFR as the benchmark rate.

The transition from LIBOR to Term SOFR did not have a material impact on the consolidated financial statements.

Refer to Notes 11 and 21 for further discussion of the 2018 Term Loan, Revolving Credit Facility, and the Company’s interest rate swap.

| | | As of | | | As of | |

| | | $ | 10,655 | | $ | 54,358 |

Interest on the loans is received monthly.

| Acquisitions of towers and related intangible assets (1)(2)(3) | | $ | 81,614 | | $ | 489,888 | | $ | 274,752 |

| Acquisition of right-of-use assets (2)(4) | | | 5,072 | | | 602,574 | | | 950,536 |

(3)The year ended December 31, 2021 includes $77.1 million of acquisitions completed during the fourth quarter of 2020 which were not funded until the first quarter of 2021.

(4)During the year ended December 31, 2021, the Company acquired the exclusive right to lease and operate utility transmission structures, which included existing wireless tenant licenses from PG&E for $950.5 million, net of working capital adjustments.

During the year ended December 31, 2023, the Company acquired 91 towers and related assets and liabilities consisting of $18.8 million of property and equipment, net, $66.6 million of intangible assets, net, $15.9 million of operating lease right-of-use assets, net, $3.7 million of acquired and other right-of-use assets, net, $13.5 million of long-term lease liabilities, $2.5 million of acquisition related holdbacks, and $2.3 million of other net liabilities assumed.

During the year ended December 31, 2022, in addition to the acquisition of GTS, the Company acquired 2,158 towers and related assets and liabilities consisting of $124.5 million of property and equipment, net, $209.8 million of intangible assets, net, $125.0 million of operating lease right-of-use assets, net, $38.0 million of acquired and other right-of-use assets, net, $106.6 million of long-term lease liabilities, $24.3 million of acquisition related holdbacks, and $2.2 million of other net liabilities assumed.

During the year ended December 31, 2021, in addition to the PG&E acquisition, the Company acquired 278 towers and related assets and liabilities consisting of $26.1 million of property and equipment, net, $135.8 million of intangible assets, net, $18.6 million of operating lease right-of-use assets, net, and $0.8 million of other net liabilities assumed.

| Land, buildings, and improvements | | | 927,235 | | | 889,293 |