SBA Communications (SBAC) 10-K risk factor changes: FY2025 vs FY2024
The 2025-12-31 10-K against the 2024-12-31 one, compared heading by heading and sentence by sentence.
Item 1A78 rewritten24 added14 removed339 unchanged
All filing items1,023 rewritten426 added347 removed2,205 unchanged
Summary
counted, not written
- Item 1A lists 35 risk factor headings: 1 new, 0 reworded and 34 unchanged since FY2024. 0 headings from FY2024 no longer appear.
- Sentence by sentence, 426 added, 347 removed, 1,023 rewritten and 2,205 unchanged across 18 items that differ.
New Item 1A headings (1)
- Our business depends, in part, on the ability of customers to perform under their contractual and financial obligations.
Removed Item 1A headings (0)
Every FY2024 risk factor heading is still here, word for word or reworded.
A heading is new when no FY2024 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2025; struck-through words were in FY2024. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
78 rewritten, 24 added, 14 removed, 339 unchanged
Our [added: international, and, to a limited degree, our] domestic [removed: and international] wireless service providers have and may continue to be subject to consolidation pressures arising from competitive pressures, spectrum limitations, the significant capital expenditures necessary to build out national networks on evolving technology and governmental policies seeking to limit the telecommunications infrastructure footprint within a market.
[added: Significant consolidation among our wireless service provider] customers [added: 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.
[removed: We] [added: As a result, we] currently expect that this churn will represent [removed: an aggregate of between $115.0 million and $125.0] [added: approximately $56.0] million of cash site leasing revenue [removed: from 2025 through 2028.][added: during 2026.]
In recent [removed: years] [added: 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.
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 [removed: $27.0] [added: $36.0 million] to [removed: $31.0] [added: $40.0] million of churn for the [removed: 2025] [added: 2026] 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 [removed: growth] [added: growth,] and our business.
Our growth projections are based on our beliefs regarding future revenue from these customers, and such projections could be adversely affected by the loss, [removed: consolidation] [added: consolidation,] or financial instability of these customers.
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 [removed: growth] [added: growth,] and results of operations would be adversely affected.
| Percentage of Total Revenues | | | | [removed: 2024] [added: 2025] | | [removed: 2023] [added: 2024] | | [removed: 2022] [added: 2023] |
| T-Mobile | | | | [removed: 30.5%] [added: 31.1%] | | [removed: 32.5%] [added: 30.5%] | | [removed: 36.4%] [added: 32.5%] |
| AT&T Wireless | | | | [removed: 20.6%] [added: 20.3%] | | [removed: 19.5%] [added: 20.6%] | | [removed: 19.6%] [added: 19.5%] |
| Verizon Wireless | | | | 15.1% | | [removed: 14.6%] [added: 15.1%] | | [removed: 14.5%] [added: 14.6%] |
| Percentage of Domestic Site Leasing Revenue | | | | [removed: 2024] [added: 2025] | | [removed: 2023] [added: 2024] | | [removed: 2022] [added: 2023] |
| T-Mobile | | | | [removed: 38.1%] [added: 36.8%] | | [removed: 40.2%] [added: 38.1%] | | [removed: 40.6%] [added: 40.2%] |
| AT&T Wireless | | | | [removed: 29.6%] [added: 30.6%] | | [removed: 28.6%] [added: 29.6%] | | [removed: 29.0%] [added: 28.6%] |
| Verizon Wireless | | | | [removed: 20.1%] [added: 20.4%] | | [removed: 19.7%] [added: 20.1%] | | [removed: 20.1%] [added: 19.7%] |
| Percentage of International Site Leasing Revenue | | | | [removed: 2024] [added: 2025] | | [removed: 2023] [added: 2024] | | [removed: 2022] [added: 2023] |
| Telefonica | | | | [removed: 21.3%] [added: 19.7%] | | [removed: 22.5%] [added: 21.3%] | | [removed: 20.7%] [added: 22.5%] |
| Claro | | | | [removed: 19.2%] [added: 18.9%] | | [removed: 20.2%] [added: 19.2%] | | [removed: 19.0%] [added: 20.2%] |
| TIM | | | | [removed: 15.9%] [added: 13.4%] | | [removed: 15.7%] [added: 15.9%] | | [removed: 17.3%] [added: 15.7%] |
| Percentage of Site Development Revenue | | | | [removed: 2024] [added: 2025] | | [removed: 2023] [added: 2024] | | [removed: 2022] [added: 2023] |
| T-Mobile | | | | [removed: 69.9%] [added: 77.9%] | | [removed: 71.5%] [added: 69.9%] | | [removed: 80.1%] [added: 71.5%] |
| Verizon Wireless | | | | [removed: 20.1%] [added: 18.2%] | | [removed: 16.8%] [added: 20.1%] | | [removed: 7.8%] [added: 16.8%] |
For example, certain providers [removed: are] [added: have been, and may in the future be,] financially constrained and [removed: are] [added: as a result, may] not currently [removed: investing] [added: invest] in their wireless networks [removed: to] [added: or] deploy new spectrum.
Pursuant to the terms of our Credit Agreement, the interest rate that we pay on indebtedness incurred under the Revolving Credit Facility and the Term [removed: Loans] [added: Loan] varies based on a fixed margin over either a base rate or a Eurodollar rate which references the SOFR rate.
As of December 31, [removed: 2024,] [added: 2025,] this indebtedness represented approximately [removed: $2.3] [added: $2.7] billion, or [removed: 16.7%] [added: 21.1%] of our total indebtedness.
Due to inflationary pressures on the U.S. economy and governmental action to combat inflation, interest rates have risen [removed: significantly] in the past [removed: two] [added: three] years, and interest rates may increase in the future, which will likely increase our interest expense on our variable rate indebtedness and decrease our net income.
As of December 31, [removed: 2024,] [added: 2025,] we had [removed: an] interest rate swap [removed: agreement] [added: agreements] on [removed: a portion of] our 2024 Term Loan [removed: (as amended on October 2, 2024)] which [removed: swaps $1.95] [added: swap $2.0] billion of notional value accruing interest at one month Term SOFR plus 175 basis points for [removed: an] [added: a blended] all-in fixed rate of [removed: 1.800%] [added: 5.165%] per annum through [removed: March 31, 2025.][added: April 11, 2028.]
The following table sets forth our total principal amount of debt and shareholders’ deficit as of December 31, [removed: 2024] [added: 2025] and [removed: 2023:][added: 2024:]
| Total principal amount of indebtedness | | $ | [removed: 13,672,750] [added: 12,959,750] | | $ | [removed: 12,388,000] [added: 13,672,750] |
| Shareholders' deficit | | $ | [removed: (5,109,938)] [added: (4,853,519)] | | $ | [removed: (5,170,882)] [added: (5,109,938)] |
Our industry is highly competitive, and our wireless service provider customers often have alternatives for leasing [removed: antenna space.][added: communications infrastructure assets.]
However, competitive pricing pressure for tenants on towers from our competitors have and may in the future result in us entering into [removed: master lease agreements] [added: MLAs] that may impact certain terms of existing or future individual site lease agreements.
Competition for tenants, whether or not resulting in [removed: master lease agreements,] [added: MLAs,] may materially and adversely affect our lease rates or lead to non-renewal of existing leases.
[added: This impact may be exacerbated] if competitors construct towers near our existing towers.
Increasing competition may negatively impact our ability to grow our communication site portfolio [removed: long term.][added: long-term.]
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: 2025.][added: 2026.]
The site leasing revenues generated by our international operations were approximately [removed: 24.8%] [added: 25.0%] of our total revenues during the year ended December 31, [removed: 2024,] [added: 2025,] and we anticipate that our revenues from our international operations will continue to grow in the future.
- governmental regulations and restrictions impacting tower licenses, spectrum [removed: licenses] [added: licenses,] and concessions, including additional restrictions on the use or revocation of such licenses, concessions or spectrum and additional conditions to receive or maintain such licenses;
As of December 31, [removed: 2024,] [added: 2025,] approximately [removed: 21.1%] [added: 12.6%] of our tenant leases in our international markets include fixed escalators.
Recently, the U.S. wireless service provider market has reduced to three nationwide wireless service providers, AT&T Wireless, T-Mobile, and Verizon Wireless, and our dependence on these three wireless service providers for our financial and operational growth has been exacerbated.
| Tigo (1) | | | | 11.3% | | 5.8% | | 5.6% |
(1)The increase in site leasing revenue derived from Tigo was due to the sites purchased from Millicom during the year ended December 31, 2025.
We currently expect that this churn will represent approximately $75.0 million of cash site leasing revenue over the next several years.
| | | 2025 | | | 2024 | |
Our business depends, in part, on the ability of customers to perform under their contractual and financial obligations.
Adverse changes in a customer’s financial condition or business operations could result in delayed payments, reduced revenues, contract modifications, or nonperformance.
For example, in late 2025, EchoStar (f/k/a DISH Wireless) notified us that it would be discontinuing its network business.
In December 2025, EchoStar defaulted on its payment obligations to us and such default has continued into 2026.
While EchoStar’s default, has not had, and is not expected to have, a material adverse effect, any failure of other customers to perform under their contractual and financial obligations to us could, individually or in the aggregate, have a material adverse effect on our business, results of operations and financial condition.
In addition, we may take certain actions to enforce our
rights (including with respect to payment) under our customer contracts, including our contracts with EchoStar, which may be costly, time-consuming and divert management’s attention, and the outcome of any such enforcement is inherently uncertain.
In Brazil, Chile, and South Africa substantially all
architectures as some of our competitors.
In addition, any failure on our part to evolve with developments in artificial intelligence, which is potentially more power-intensive and which may require levels of power that our facilities may not be designed to provide, may reduce the demand for our wireless infrastructure to the extent our competitors are more equipped to handle such developments.
For example, land owners have attempted, and may in the future attempt, to terminate our right of use agreements, which may have an adverse effect on our business and results of operations.
and regulations), including those relating to the management, use, storage, disposal, emission and remediation of, and exposure to, hazardous and non-hazardous substances, materials, and wastes.
In addition, the use of our NOLs depends on the effectiveness of our tax strategy and structure.
REIT qualification requirements impose limitations that may restrict our flexibility to adjust our tax planning or organizational structure, which could limit or delay our ability to utilize these NOLs.
In addition, the taxing authorities have issued income tax deficiencies related to the deductibility of foreign exchange losses on our intercompany loan for the 2020 tax year.
effects, including cancer, were demonstrated, we could be subject to numerous claims.
creation of reserves or required debt or amortization payments.
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.
Significant consolidation among our wireless service provider customers has resulted, and is expected to continue to result, in our
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 if Echostar successfully builds out its nationwide network.
If 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.
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
For example, new technologies that may promote network sharing, joint development, or resale agreements by our wireless service provider customers, such as signal combining technologies or network functions virtualization, may reduce the need for our wireless infrastructure, or may result in the decommissioning of equipment on certain sites because portions of the customers' networks may become redundant.
In addition, new technologies that enhance the range, efficiency, and capacity of wireless equipment could reduce demand for our wireless infrastructure.
Any such event may have a disproportionate impact on our business compared to our competitors, whose portfolios may be more technologically and architecturally diversified than ours.
These upgrades may require us to divert financial,
are extremely complex and subject to varying interpretations.
Our
or forgo otherwise attractive investments.
An excerpt. Shown here: 40 of 78 rewritten, all 24 added and all 14 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2025 filing and the FY2024 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
182 rewritten, 135 added, 114 removed, 340 unchanged
In addition, we own and operate towers in South America, Central America, [removed: Canada,] and Africa.
Our primary business line is our site leasing business, which contributed [removed: 98.4%] [added: 97.9%] of our total segment operating profit for the year ended December 31, [removed: 2024.][added: 2025.]
As of December 31, [removed: 2024,] [added: 2025,] we owned [removed: 39,749] [added: 46,328] 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, [removed: Canada,] and Africa.
As of December 31, [removed: 2024,] [added: 2025,] 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: 2024.][added: 2025.]
In addition, as of December 31, [removed: 2024,] [added: 2025,] approximately 30% [added: and 10%] of our total towers are located in Brazil and [added: Guatemala, respectively, and] no other international market (each country is considered a market) represented more than 5% of our total towers.
[added: Wireless service providers enter into (1) individual tenant site leases with us, each of which relates to the] lease [removed: agreements (“MLA”)] [added: or use of space at an individual site or (2) MLAs] 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 MLA is also governed by its own site leasing agreement which sets forth pricing and other site specific terms.
- Fuel [removed: (in] [added: (primarily in] those international markets that do not have an available electric grid at our tower sites); and
Our ground leases [added: 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: 2024,] [added: 2025,] approximately [removed: 72%] [added: 71%] of our tower structures were located on parcels of land that we own, land subject to perpetual easements, or parcels of land in which we have a leasehold interest that extends beyond 20 years.
In Ecuador, El Salvador, Guatemala, [added: Honduras,] Nicaragua, and Panama, [removed: significantly] [added: substantially] all of our revenue, expenses, and capital expenditures arising from our activities are denominated in U.S. dollars.
In Brazil, [removed: Canada,] Chile, and South Africa, [removed: significantly] [added: substantially] 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.
In [removed: Colombia,] Costa Rica, Peru, and Tanzania, our revenue, expenses, and capital expenditures, including tenant leases, ground leases and other property interests, and other tower-related expenses are denominated in a mix of local currency and U.S. dollars.
| total operating profit | | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | |
| Domestic site leasing | | | [removed: 75.9%] [added: 74.7%] | | | [removed: 75.2%] [added: 75.9%] | | | [removed: 77.0%] [added: 75.2%] |
| International site leasing | | | [removed: 22.5%] [added: 23.2%] | | | [removed: 22.2%] [added: 22.5%] | | | [removed: 19.2%] [added: 22.2%] |
| Total site leasing | | | [removed: 98.4%] [added: 97.9%] | | | [removed: 97.4%] [added: 98.4%] | | | [removed: 96.2%] [added: 97.4%] |
During [removed: 2025,] [added: 2026,] we expect core leasing revenue [removed: in both our domestic and international segments] to increase over [removed: 2024] [added: 2025] levels, on a currency neutral basis, due in part to wireless carriers deploying unused spectrum, the full year impact of towers acquired and built during [removed: 2024,] [added: 2025,] and the revenues from towers expected to be acquired and built during [removed: 2025.][added: 2026, partially offset by increased churn primarily driven by Sprint and EchoStar.]
[removed: We] [added: Generally, we] believe our site leasing business is characterized by stable and long-term recurring revenues, predictable operating costs, and minimal non-discretionary capital expenditures.
[added: Furthermore, because our towers] 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.
Our capital allocation strategy is aimed at increasing shareholder value through investment in quality assets that meet our return criteria, stock [removed: repurchases when we believe our stock price is below its intrinsic value,] [added: repurchases,] and by returning cash generated by our operations in the form of cash dividends.
*Portfolio Growth.* We intend to continue to grow our asset portfolio, domestically and internationally, primarily through tower acquisitions [removed: and] [added: to] the [removed: construction of new towers] [added: extent] that [added: opportunities] meet our internal return on invested capital [removed: criteria.][added: criteria and through the construction of new towers.]
*Stock Repurchase Program.* We currently utilize stock repurchases as part of our capital allocation [removed: policy when we believe our share price is below its intrinsic value.][added: policy.]
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: 2024.][added: 2025.]
Revenue from site leasing is recognized on a straight-line basis over the [removed: current] [added: non-cancelable] term of the related lease agreements, which are generally five years to fifteen years.
Revenue from site leasing represents [removed: 94%] [added: 91%] of our total revenue for the year ended December 31, [removed: 2024.][added: 2025.]
[removed: Refer to Note 5 in our Consolidated Financial Statements included in] this annual report for further detail of costs and estimated earnings in excess of billings on uncompleted contracts.
The site development segment represents approximately [removed: 6%] [added: 9%] of our total revenues for the year ended December 31, [removed: 2024.][added: 2025.]
We account for site development revenue in accordance with ASC 606, [removed: Revenue] [added: *Revenue] from Contracts with [removed: Customers.][added: Customers*.]
The accounts receivable balance for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] was [removed: $145.7] [added: $171.3] million and [removed: $182.7] [added: $145.7] million, respectively, of which [removed: $26.4] [added: $48.3] million and [removed: $32.3] [added: $26.4] million related to the site development segment, respectively.
ASC 842, [removed: Leases,] [added: *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 [added: the existing lease arrangements on such site.]
| | | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | | Currency Impact | | | Currency Change | | | % Change | |
Domestic site leasing revenues increased [removed: $14.9] [added: $4.2] million for the year ended December 31, [removed: 2024,] [added: 2025,] as compared to the prior year, primarily due to (1) organic site leasing [removed: growth, primarily] [added: growth] from [removed: monetary lease amendments (due in part to our 2023 MLA with AT&T) and additional equipment added to our towers as well as] new [removed: leases] [added: leases, amendments,] and contractual rent escalators and (2) revenues from [removed: 130] [added: 66] towers acquired and [removed: 39] [added: 54] towers built since January 1, [removed: 2023,] [added: 2024,] partially offset by [added: Sprint and other] lease [removed: non-renewals.][added: non-renewals and a decrease in non-cash straight line revenue.]
International site leasing revenues [removed: decreased $5.0] [added: increased $39.7] million for the year ended December 31, [removed: 2024,] [added: 2025,] as compared to the prior year.
On a constant currency basis, international site leasing revenues increased [removed: $32.5] [added: $51.2] million.
These changes were primarily due to (1) [removed: lease early termination fees,] [added: revenues from 7,266 towers acquired (including 7,110 towers related to the Millicom transaction) and 904 towers built since January 1, 2024,] (2) organic site leasing growth from new leases, amendments, and contractual escalators, and (3) [removed: revenues from 147 towers acquired] [added: increases in reimbursable pass-through expenses] and [removed: 783 towers built since January 1, 2023,] [added: non-cash straight line revenue,] partially offset by lease [removed: non-renewals] [added: non-renewals, tower divestitures] and a decrease in [removed: reimbursable pass-through expenses.][added: lease early termination fees.]
Site leasing revenue in Brazil represented [removed: 15.0%] [added: 13.6%] of total site leasing revenue for the period.
Site development revenues [removed: decreased $41.8] [added: increased $91.6] million for the year ended December 31, [removed: 2024,] [added: 2025,] as compared to the prior year, as a result of [removed: decreased] [added: increased] carrier activity.
[removed: Domestic site leasing segment operating profit increased $14.3 million for the year ended December 31, 2024, as compared to the prior year,] [added: These changes were] primarily due to higher [removed: domestic] [added: international] site leasing [removed: revenue] [added: revenues] as noted [removed: above,] [added: above and the positive impact of our ground lease purchase program,] partially offset by the incremental costs associated with towers acquired and built since January 1, [removed: 2023.][added: 2024.]
During the year ended December 31, 2025, we sold all of our towers and ended our operations in both the Philippines and Colombia and sold substantially all of our operations in Canada.
We expect churn to be elevated through 2026 due to churn in some of our markets.
In our domestic markets, we currently expect churn to represent an aggregate of between $132.0 million and $136.0 million of cash site leasing revenue due in part to Sprint and EchoStar churn.
In our international markets, we currently expect churn to represent an aggregate of between $36.0 million and $40.0 million of cash site leasing revenue due in part to Oi wireline churn.
Refer to Note 5 in our Consolidated Financial Statements included in
*Recently Adopted Accounting Pronouncements*
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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.
We have elected to prospectively adopt the standard, refer to Note 14 in our Consolidated Financial Statements included in this annual report for our Income Tax disclosures.
*Recently Issued Accounting Pronouncements Not Yet Adopted*
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.
We are currently evaluating the effect of this standard on our consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU 2025-06, *Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software*, modernizing the accounting for costs related to internal-use software.
The standard removed the development stage model and requires entities to begin capitalizing software costs when management authorizes and commits to funding the software project and when it is probable that the project will be completed and the software will be used for its intended purposes.
The standard is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.
Early adoption is permitted.
We
have elected to adopt the standard as of January 1, 2026.
We do not expect that the adoption will have a material impact on our consolidated financial statements and related disclosures.
| Domestic site leasing | | $ | 1,865,602 | | $ | 1,861,424 | | $ | — | | $ | 4,178 | | | 0.2% |
| International site leasing | | | 705,039 | | | 665,341 | | | (11,517) | | | 51,215 | | | 7.7% |
| Site development | | | 244,498 | | | 152,869 | | | — | | | 91,629 | | | 59.9% |
| Total | | $ | 2,815,139 | | $ | 2,679,634 | | $ | (11,517) | | $ | 147,022 | | | 5.5% |
| Domestic site leasing | | $ | 279,205 | | $ | 269,168 | | $ | — | | $ | 10,037 | | | 3.7% |
| International site leasing | | | 212,795 | | | 193,829 | | | (2,843) | | | 21,809 | | | 11.3% |
| Site development | | | 198,972 | | | 118,730 | | | — | | | 80,242 | | | 67.6% |
| Total | | $ | 690,972 | | $ | 581,727 | | $ | (2,843) | | $ | 112,088 | | | 19.3% |
| Domestic site leasing | | $ | 1,586,397 | | $ | 1,592,256 | | $ | — | | $ | (5,859) | | | (0.4%) |
| International site leasing | | | 492,244 | | | 471,512 | | | (8,674) | | | 29,406 | | | 6.2% |
| Site development | | | 45,526 | | | 34,139 | | | — | | | 11,387 | | | 33.4% |
Domestic site leasing segment operating profit decreased $5.9 million for the year ended December 31, 2025, as compared to the prior year, primarily due to Sprint and other lease non-renewals.
| | | 2025 | | | 2024 | | | Currency Impact | | | Currency Change | | | % Change | |
| Domestic site leasing | | $ | 129,447 | | $ | 132,627 | | $ | — | | $ | (3,180) | | | (2.4%) |
| International site leasing | | | 72,860 | | | 64,583 | | | (708) | | | 8,985 | | | 13.9% |
| Total site leasing | | $ | 202,307 | | $ | 197,210 | | $ | (708) | | $ | 5,805 | | | 2.9% |
| Site development | | | 12,936 | | | 13,983 | | | — | | | (1,047) | | | (7.5%) |
| Other | | | 62,368 | | | 47,563 | | | — | | | 14,805 | | | 31.1% |
| Total | | $ | 277,611 | | $ | 258,756 | | $ | (708) | | $ | 19,563 | | | 7.6% |
These changes were driven primarily by increases in personnel and other support related costs (as a result of our increased presence in certain markets and entrance into Honduras), bad debt reserves, and non-cash compensation, partially offset by lower costs associated with our market divestitures.
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.
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
Furthermore, because our towers
While the addition of cash dividends and debt repayments have provided us with additional 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.
During the first quarter of 2024, we completed our assessment on the remaining estimated useful lives of our towers and intangible assets.
We concluded through our assessment that, for U.S. GAAP purposes, we should modify our current estimates for asset lives based on our historical operating experience and the findings obtained by our independent consultant.
We previously depreciated our towers on a straight-line basis over the shorter of the (i) term of the underlying ground lease (including renewal options) taking into account residual value or (ii) estimated useful life of a tower, which we had historically estimated to be 15 years.
Based on our assessment, we revised the estimated useful lives of our towers and certain related intangible assets (which are amortized on a similar basis to our tower assets, as their useful lives correlate to the useful life of the towers) from 15 years to 30 years, effective January 1, 2024.
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.
There have been no other material changes to our significant accounting policies during 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%) |
These changes were primarily due to higher international site leasing revenues as noted above, partially offset by the incremental costs associated with towers acquired and built since January 1, 2023.
| 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%) |
These changes were driven primarily by a decrease in non-cash compensation expense as well as the $3.1 million Oi reserve recorded in 2023, partially offset by an increase in personnel, and other support related costs.
| International site leasing | | | 10,992 | | | 10,946 | | | (467) | | | 513 | | | 4.7% |
| Total | | $ | 25,946 | | $ | 21,671 | | $ | (467) | | $ | 4,742 | | | 21.9% |
| Domestic site leasing | | $ | 49,777 | | $ | 138,699 | | $ | — | | $ | (88,922) | | | (64.1%) |
| 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%) |
| Site development | | | — | | | 372 | | | — | | | (372) | | | (100.0%) |
| Other | | | 1,118 | | | 2,227 | | | — | | | (1,109) | | | (49.8%) |
| Total | | $ | 107,925 | | $ | 169,387 | | $ | (3,762) | | $ | (57,700) | | | (34.1%) |
The prior year included increased impairment charges resulting from the planned abandonment of identified sites with minimal expectations of future economic benefit (primarily from Sprint churn).
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.
An excerpt. Shown here: 40 of 182 rewritten, 40 of 135 added and 40 of 114 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2025 filing and the FY2024 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
48 rewritten, 11 added, 16 removed, 37 unchanged
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: 2024:][added: 2025:]
| | | [removed: 2025 | | |] 2026 | | | 2027 | | | 2028 | | | 2029 | | | [added: 2030 | | |] Thereafter | | | Total | | | Fair Value | |
| 2024 Term Loan | | [removed: $] | 23,000 | | [removed: $] | 23,000 | | [removed: $] | 23,000 | | [removed: $] | 23,000 | | [removed: $] | 23,000 | | [removed: $] | [removed: 2,167,750] [added: 2,144,750] | | [removed: $] | [removed: 2,282,750] [added: 2,259,750] | | [removed: $] | [removed: 2,282,750] [added: 2,271,049] |
| [removed: 2019-1C] [added: 2021-1C] Tower Securities (1) | | | 1,165,000 | | | — | | | — | | | — | | | — | | | — | | | 1,165,000 | | | [removed: 1,128,803] [added: 1,003,356] |
| 2020-1C Tower Securities (1) | | | [removed: —] [added: 750,000] | | | [removed: 750,000] [added: —] | | | — | | | — | | | — | | | — | | | 750,000 | | | [removed: 726,038] [added: 722,460] |
| 2020-2C Tower Securities (1) | | | — | | | — | | | [removed: —] [added: 600,000] | | | [removed: 600,000] [added: —] | | | — | | | — | | | 600,000 | | | [removed: 516,342] [added: 513,798] |
| [removed: 2021-1C] [added: 2021-2C] Tower Securities (1) | | | — | | | [removed: 1,165,000] [added: 895,000] | | | — | | | — | | | — | | | — | | | [removed: 1,165,000] [added: 895,000] | | | [removed: 1,008,331] [added: 852,022] |
| [removed: 2021-2C] [added: 2021-3C] Tower Securities (1) | | | — | | | — | | | [removed: 895,000] [added: —] | | | — | | | — | | | [removed: —] [added: 895,000] | | | 895,000 | | | [removed: 763,757] [added: 675,797] |
| 2022-1C Tower Securities (1) | | | — | | | — | | | [removed: —] [added: 850,000] | | | [removed: 850,000] [added: —] | | | — | | | — | | | 850,000 | | | [removed: 878,475] [added: 867,034] |
| 2024-1C Tower Securities (1) | | | — | | | — | | | — | | | [removed: —] [added: 1,450,000] | | | [removed: 1,450,000] [added: —] | | | — | | | 1,450,000 | | | [removed: 1,453,292] [added: 1,446,129] |
| 2024-2C Tower Securities (1) | | | — | | | [removed: —] [added: 620,000] | | | [removed: 620,000] [added: —] | | | — | | | — | | | — | | | 620,000 | | | [removed: 618,698] [added: 625,425] |
| 2020 Senior Notes | | | — | | | [removed: —] [added: 1,500,000] | | | [removed: 1,500,000] [added: —] | | | — | | | — | | | — | | | 1,500,000 | | | [removed: 1,440,270] [added: 1,488,615] |
| 2021 Senior Notes | | | — | | | — | | | — | | | [removed: —] [added: 1,500,000] | | | [removed: 1,500,000] [added: —] | | | — | | | 1,500,000 | | | [removed: 1,353,750] [added: 1,434,375] |
| Total debt obligation | | $ | [removed: 1,188,000] [added: 1,938,000] | | $ | [removed: 1,938,000] [added: 3,038,000] | | $ | [removed: 3,038,000] [added: 1,473,000] | | $ | [removed: 1,473,000] [added: 3,448,000] | | $ | [removed: 2,973,000] [added: 23,000] | | $ | [removed: 3,062,750] [added: 3,039,750] | | $ | [removed: 13,672,750] [added: 12,959,750] | | $ | [removed: 12,849,650] [added: 12,375,060] |
(1)For information on the anticipated repayment date and final maturity date for each tower security, refer to [removed: Debt] [added: “Debt] Instruments and Debt Service [removed: Requirements] [added: Requirements”] above.
(2)Represents interest payments based on the [removed: 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 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: 2.428%] [added: 5.200%] (which includes the impact of interest rate swaps) as of December 31, [removed: 2024,] [added: 2025,] the 2020 Senior Notes interest rate of 3.875%, and the 2021 Senior Notes interest rate of 3.125%.
[removed: While we] cannot predict our ability to refinance existing debt or the impact interest rate movements will have on our existing debt, we continue to evaluate our financial position on an ongoing basis.
We have performed a sensitivity analysis assuming a hypothetical 1% increase in our variable interest rates as of December 31, [removed: 2024.][added: 2025.]
As of December 31, [removed: 2024,] [added: 2025,] the analysis indicated that such an adverse movement would have caused our interest expense to increase by approximately [removed: 1.7%] [added: 0.8%] for the year ended December 31, [removed: 2024.][added: 2025.]
We are exposed to market risk from changes in foreign currency exchange rates in connection with our operations in Brazil, [removed: Canada,] Chile, Peru, [removed: Colombia, Costa Rica,] South Africa, Tanzania, and to a lesser extent, our markets in Central America.
In addition, in Brazil, [removed: Canada,] Chile, and South Africa, we receive significantly all of our revenue and pay [removed: significantly] [added: substantially] all of our operating expenses in local currency.
In [removed: Colombia,] Costa Rica, Peru, and Tanzania, we receive our revenue and pay our operating expenses in a mix of local currency and U.S. dollars.
The cumulative translation effect is included in equity as a [added: component of Accumulated other comprehensive loss.]
For the year ended December 31, [removed: 2024,] [added: 2025,] approximately [removed: 21.8%] [added: 20.0%] of our revenues and approximately [removed: 31.1%] [added: 26.5%] 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: 2024.][added: 2025.]
The analysis indicated that such an adverse movement would have caused our revenues and operating income to decline by approximately [removed: 1.3%] [added: 1.1%] and [removed: 1.0%,] [added: 0.7%,] respectively, for the year ended December 31, [removed: 2024.][added: 2025.]
As of December 31, [removed: 2024,] [added: 2025,] 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: 2024] [added: 2025] would have resulted in approximately [removed: $113.6] [added: $91.8] million of unrealized gains or losses that would have been included in Other [removed: (expense) income,] [added: income (expense),] net in our Consolidated Statements of Operations for the year ended December 31, [removed: 2024.][added: 2025.]
Specifically, this annual report contains forward-looking statements [added: including our expectations and beliefs] regarding:
- [removed: our expectations on] the [removed: future growth and financial health of the wireless industry and the industry participants, the drivers of such growth, the] demand for our [removed: towers,] [added: services and] the future capital investments of our customers (including with respect to the implementation of broad based 5G [removed: availability), future spectrum auctions, the trends developing in our industry,] [added: availability] and [removed: competitive factors;][added: as a result of artificial intelligence and emerging high-performance applications);]
- [removed: our expectations regarding] the consolidation of wireless service providers and the impact of such consolidation on our financial and operational [removed: results;][added: results, including churn;]
- our intent to grow our tower portfolio domestically and internationally and expand through acquisitions, new [removed: builds] [added: builds,] and organic lease up on existing towers;
- [removed: our expectation regarding site] [added: core] leasing revenue growth, on an organic basis, in our domestic and international segments, and the drivers of such growth;
- [removed: our expectations regarding] the timing for closing of pending [removed: acquisitions, including the Millicom transaction;][added: acquisitions;]
- our election to be [removed: subject to tax] [added: taxed] as a [removed: REIT and] [added: REIT,] our intent to continue to operate as a [removed: REIT;][added: REIT and the use of NOLs to reduce REIT taxable income;]
- [removed: our beliefs regarding] [added: the impact of] compliance with applicable laws and regulations, including environmental laws, and [removed: the impact of] various legal [removed: proceedings;][added: proceedings on our financial results and future business prospects; and]
- our [removed: expectations regarding our] capital allocation [removed: strategies, including future allocation decisions among portfolio growth, stock repurchases,] [added: strategies] and [removed: dividends,] the impact of [removed: our election to be taxed as a REIT] [added: these strategies] on [removed: that strategy,] [added: our future financial] and [added: operational results including] our goal of increasing our Adjusted Funds From Operations per share;
- [removed: our expectations regarding our business strategies, including our strategy for securing] [added: that we will be able to continue to secure] rights to the land underlying our towers, and the impact of such [removed: strategies] [added: strategy] on our financial and operational results;
- [removed: our expectations and estimates regarding] [added: the impact of] certain tax and accounting [removed: matters, including the impact] [added: matters] on our financial statements.
These forward-looking statements reflect our current views about future events and are subject to risks, [removed: uncertainties] [added: uncertainties,] and assumptions.
| Revolving Credit Facility | | $ | — | | $ | — | | $ | — | | $ | 475,000 | | $ | — | | $ | — | | $ | 475,000 | | $ | 475,000 |
| Interest payments (2) | | $ | 475,238 | | $ | 390,339 | | $ | 285,623 | | $ | 201,097 | | $ | 141,000 | | $ | 26,369 | | $ | 1,519,665 | | | |
While we
- the future growth and financial health of the wireless industry and the industry participants, the drivers of such growth, including future spectrum auctions and the roll-out of 5G and fixed wireless;
- our strategies for growing, and ability to grow, our cash flows;
- our site leasing business being characterized by stable and long-term recurring revenues;
- our future cash capital expenditures, both discretionary and non-discretionary, including expenditures required for new builds and to maintain, improve, and modify our towers, ground lease purchases, and general corporate expenditures, and the source of funds for these expenditures;
- our future liquidity requirements, including our debt service in 2026, and our ability to meet such requirements with cash on hand, capacity under our Revolving Credit Facility, and our cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months;
- our ability to meet our operational and capital expenditure goals, including expected economies of scale arising from new tenants on our existing towers,
- the impact of EchoStar’s sale of its spectrum;
- the ability of our customers to perform under their contractual and financial obligations;
| 2021-3C Tower Securities (1) | | | — | | | — | | | — | | | — | | | — | | | 895,000 | | | 895,000 | | | 679,144 |
| 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).
- our expectations regarding Echostar;
- our belief that over the long-term, site leasing revenues will continue to grow as wireless service providers increase their use of our towers due to increasing minutes of network use and data transfer, network expansion and network coverage requirements;
- our focus on our site leasing business and belief that our site leasing business is characterized by stable and long-term recurring revenues, reduced exposure to changes in customer spending, predictable operating costs, and minimal non-discretionary capital expenditures;
- our expectation that, due to the nature and mix of our tower portfolio, future expenditures required to maintain these towers will be minimal;
- our expectation regarding the scalability of our operations and growth of our cash flows by adding tenants to our towers at minimal incremental costs and executing monetary amendments;
- our expectations regarding churn rates, including with respect to legacy Sprint leases and Oi leases;
- our plans regarding our distribution policy, and the amount and timing of, and source of funds for, any such distributions;
- our expectations regarding the use of NOLs to reduce REIT taxable income;
- our intended use of our liquidity;
- our intent to maintain our target leverage levels, including in light of our dividend;
- our expectations regarding our debt service in 2025 and our ability to service our outstanding debt during the next twelve months; and
- the ability of Echostar to become and compete as a nationwide carrier;
- our ability to utilize available NOLs to reduce REIT taxable income;
An excerpt. Shown here: 40 of 48 rewritten, all 11 added and all 16 removed. The counts are complete. For every sentence, read Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK in the FY2025 filing and the FY2024 filing.
Item 1. BUSINESS
50 rewritten, 14 added, 27 removed, 153 unchanged
In addition, we own and operate towers in South America, Central America, [removed: Canada,] and Africa.
Our primary business line is our site leasing business, which contributed [removed: 98.4%] [added: 97.9%] of our total segment operating profit for the year ended December 31, [removed: 2024.][added: 2025.]
As of December 31, [removed: 2024,] [added: 2025,] we owned [removed: 39,749] [added: 46,328] 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.
*Maximizing our Tower Capacity.* We generally have constructed or acquired towers that accommodate multiple tenants and a majority of our towers are [removed: high capacity] [added: high-capacity] tower structures.
As of December 31, [removed: 2024,] [added: 2025,] we had an average of [removed: 1.9] [added: 1.8] tenants per site.
*Capitalizing on our Scale and Management Experience.* We are a large owner, [removed: operator] [added: operator,] and developer of towers, with substantial capital, [removed: human,] [added: human capital,] and operating resources.
We believe that our industry expertise and strong relationships with wireless service providers will permit us to [removed: continue to organically grow] [added: achieve long-term growth in] our site leasing and site development services.
For example, [removed: in] [added: during] the [removed: third quarter of 2024] [added: year ended December 31, 2025,] we [removed: entered into a purchase agreement with] [added: purchased over 7,000 sites from] Millicom International Cellular S.A. (“Millicom”) [removed: for over 7,000 sites] throughout Central America.
*International Market Maximization.* We are focused on maximizing our site leasing services and profitability in international [removed: markets] [added: markets, such as Central America,] that meet our investment criteria and where we believe we have, or have the ability to achieve, scale.
As of December 31, [removed: 2024,] [added: 2025,] approximately [removed: 72%] [added: 71%] 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 [removed: 36] [added: 35] years.
As of December 31, [removed: 2024,] [added: 2025,] approximately [removed: 11.6%] [added: 14.5%] of our tower structures had ground leases or other property interests maturing in the next 10 years.
*Exploring Opportunities in Evolving Technologies and Ancillary Services.* In addition to our traditional tower-related services, we continue to explore ancillary services and evolving technologies that we believe will allow us to create additional value by leveraging our current assets, capabilities, and relationships with wireless [added: and other telecommunications and internet] service providers and others by expanding SBA’s business within the growing communications ecosystem.
This includes supporting efforts for edge data [removed: centers] [added: centers, fiber aggregation] and [added: regeneration huts, satellite ground stations, and] private networks utilizing cellular and Wi-Fi technologies.
SBA [added: currently] owns two regional data centers in the U.S. and one regional data center in Brazil, as well as tower-based data [removed: centers in support] [added: centers, which were acquired as part] of [removed: this initiative.][added: our broader efforts to learn and evaluate developing technologies.]
We believe that growing wireless data traffic will require wireless service providers to continue to increase the capacity of their networks, and we believe that [removed: the] continued capacity increases will require our customers to install equipment at new sites and add new equipment at existing sites.
[removed: According to a report published by Ericsson in November 2024,] [added: 2025,] global total mobile [removed: data] [added: network] traffic was estimated to reach around [removed: 157] [added: 197] exabytes per month by the end of [removed: 2024] [added: 2025] and is projected to grow by a factor of [removed: 3x] [added: 1.4x] to reach [removed: 473] [added: 482] exabytes per month in [removed: 2030.][added: 2031.]
For example, past and future spectrum auctions, such as Auction [removed: 108 and] [added: 108,] Auction 110 [added: and Auction 113] in the U.S. are expected to continue to contribute to growth in the upcoming years.
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, [removed: Canada,] and Africa.
Wireless service providers enter into (1) individual tenant site leases with us, each of which relates to the lease or use of space at an individual site or (2) master lease agreements [added: (“MLAs”)] with us, which provide for the material terms and conditions that will apply to multiple sites; although, in most cases, each individual site under [removed: a master lease agreement] [added: an MLA] is also governed by its own site leasing agreement which sets forth pricing and other site specific terms.
Our site leasing business generates substantially all of our total segment operating profit, representing [removed: 96.2%] [added: 97.4%] or more of our total segment operating profit for the past three fiscal years.
As of December 31, [removed: 2024,] [added: 2025,] we owned [removed: 17,464] [added: 17,394] sites in the United States and its territories.
For the year ended December 31, [removed: 2024,] [added: 2025,] we generated [removed: 73.7%] [added: 72.6%] of our total site leasing revenue from these sites.
As of December 31, [removed: 2024,] [added: 2025,] 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: 2024.][added: 2025.]
We currently own and operate towers in [removed: 13] [added: 12] international markets throughout South America, Central America, [removed: Canada,] and Africa.
As of December 31, [removed: 2024,] [added: 2025,] we owned [removed: 22,285] [added: 28,934] sites in our international markets, of which approximately 30% [added: and 10%] of our total towers are located in Brazil and [added: Guatemala, respectively, and] no other international [removed: markets] [added: market] (each country is considered a market) represented more than 5% of our total towers.
We derive international site leasing revenues from all the major carriers in each of the [removed: 13] [added: 12] countries in which we operate.
In addition, our international site leases may include pass-through charges, such as rent related to ground leases and other property interests, utilities, [added: property taxes,] and fuel.
In Ecuador, El Salvador, Guatemala, [added: Honduras,] Nicaragua, and Panama, [removed: significantly] [added: substantially] all of our revenue, expenses, and capital expenditures arising from our activities are denominated in U.S. dollars.
In Brazil, [removed: Canada,] Chile, and South Africa, [removed: significantly] [added: substantially] 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.
In [removed: Colombia,] Costa Rica, Peru, and Tanzania, our revenue, expenses, and capital expenditures, including tenant leases, ground leases and other property interests, and other tower-related expenses are denominated in a mix of local currency and U.S. dollars.
Our site development business, which is conducted in the United States only, is complementary to our site leasing business and provides us the ability to keep in close contact with the wireless service providers [removed: that] [added: who] generate substantially all of our site leasing revenue and to capture ancillary revenues that are generated by our site leasing activities, such as antenna and equipment installation at our tower locations.
[removed: These] [added: The] market offices are responsible for all site development operations.
| Percentage of Total Revenues | | | | [removed: 2024] [added: 2025] | | [removed: 2023] [added: 2024] | | [removed: 2022] [added: 2023] |
| T-Mobile | | | | [removed: 30.5%] [added: 31.1%] | | [removed: 32.5%] [added: 30.5%] | | [removed: 36.4%] [added: 32.5%] |
| AT&T Wireless | | | | [removed: 20.6%] [added: 20.3%] | | [removed: 19.5%] [added: 20.6%] | | [removed: 19.6%] [added: 19.5%] |
| Verizon Wireless | | | | 15.1% | | [removed: 14.6%] [added: 15.1%] | | [removed: 14.5%] [added: 14.6%] |
In addition to the Big 3 wireless carriers (T-Mobile, AT&T Wireless, Verizon Wireless), we [removed: have] also provided services or leased space to a number of other customers during [removed: 2024] [added: 2025] including:
We believe that wireless service providers make most decisions for site development and site leasing services at the regional and local levels with input from their [removed: corporate headquarters.]
As of December 31, [removed: 2024,] [added: 2025,] we had [removed: 1,720] [added: 1,844] employees of which [removed: 628] [added: 663] were based outside of the U.S. and its territories.
[added: *Talent Management.*] We recognize the value of attracting, developing, engaging, and retaining our talent.
During the year ended December 31, 2025, we sold all of our towers and ended our operations in both the Philippines and Colombia and sold substantially all of our operations in Canada.
For example, we ended our operations and/or sold all of our towers in Colombia and the Philippines and sold substantially all of our operations in Canada.
According to a report published by Ericsson in November
In addition, increased use of artificial intelligence and emerging high-performance applications may drive increased need for reliable, secure, and interconnected wireless solutions.
| Airtel Tanzania | Liberty Technologies | Telefonica |
| C Spire (f/k/a Cellular South) | MTN | Tigo |
| Claro | Rain | TIM |
| Entel | SouthernLinc | Vodacom |
| GIT | Telkom | YAS |
corporate headquarters.
because of a conviction for the possession or distribution of a controlled substance.
In order to comply with certain environmental laws that govern tower placement and may require pre-construction environmental studies, we evaluate potential environmental impacts of tower site locations with respect to (1) wilderness areas or wildlife preserves, (2) threatened and endangered species or their habitats, (3) the National Register of Historic Places or Indian religious and cultural sites, (4) World Heritage areas and International Union for Conservation of Nature Category I-IV protected areas, (5) floodplains, (6) the necessity to make significant changes in surface features (e.g., in wetlands, water diversions, considerable ground disturbance, deforestation), (7) migratory birds if the towers are over 450 feet, (8) high-intensity lighting in a residential area, (9) RF radiation over FCC-established limits, and (10) similar considerations under the laws or best practices of our international markets.
Where required, we conduct the site acquisition portions of our site development services business through licensed real
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.
Additionally, we are exploring opportunities to leverage tower assets and infrastructure to provide energy as a service, including through the deployment of on-site battery backup systems and solar energy solutions.
| Airtel Tanzania | Freedom Mobile | Tigo |
| C Spire (f/k/a Cellular South) | Liberty Technologies | TIM |
| Claro | MTN | Telefonica |
| Digicel | SouthernLinc | U.S. Cellular |
| Echostar (f/k/a DISH Wireless) | Telkom | Vodacom |
We consider our employee relations to be good.
*Talent Management.* We recognize and appreciate the impact our employees have on the success of our company, our customers, and the communities we serve.
We also value all those who serve our country and are proud to support military veterans and their families as they transition out of the military.
We see diversity of thought and experiences as critical factors to the long-term success of SBA.
*Employee Well-Being.* The well-being of our employees is a critical element of our culture, employee engagement, and productivity.
Our global compensation and benefits strategy provides programs and resources focused on overall well-being.
We offer a competitive total rewards package which includes market-based pay, performance-based annual incentive awards, healthcare and retirement benefits, holiday and paid time off, and tuition assistance.
These regulations govern the construction, lighting, and
Any licensed radio facility on a tower is subject to environmental review pursuant to NEPA, among other statutes, which requires federal agencies to evaluate the environmental impact of their decisions under certain circumstances.
The FCC has issued regulations implementing NEPA.
These regulations place responsibility on applicants to investigate potential environmental effects of their operations and to disclose any potential significant effects on the environment in an environmental assessment prior to constructing or modifying a tower and prior to commencing certain operations of wireless communications or radio or television stations from the tower.
In the event the FCC determines the proposed structure or operation would have a significant environmental impact based on the standards the FCC has developed, the FCC would be required to prepare an environmental impact statement, which will be subject to public comment.
This process could significantly delay the registration of a particular tower.
We are also subject to certain environmental laws that govern tower placement and may require pre-construction environmental studies.
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
equipment will not be placed at least one foot above the base flood elevation of the floodplain, (6) whose construction will involve significant changes in surface features (e.g., in wetlands, water diversions, considerable ground disturbance, deforestation), (7) that might affect migratory birds if the towers are over 450 feet, (8) that involve high-intensity lighting in a residential area, (9) that would cause RF radiation over FCC-established limits, and (10) that would involve similar considerations under the laws or best practices of our international markets.
This ensures we minimize our environmental impact and remain compliant during the operational life of our assets.
Local zoning authorities generally have been unreceptive to construction of new towers in their communities because of the height and visibility of the towers, and have, in some instances, instituted moratoria.
However, in August 2018, the FCC issued a declaratory ruling stating that express and de facto moratoria on deployment of telecommunications facilities violate the Communications Act.
This FCC ruling has been affirmed by a federal appellate court.
An excerpt. Shown here: 40 of 50 rewritten, all 14 added and all 27 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2025 filing and the FY2024 filing.
Cover and table of contents
20 rewritten, 0 added, 0 removed, 79 unchanged
For the fiscal year ended December 31, [removed: 2024][added: 2025]
The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately [removed: $21.0] [added: $25.1] billion as of June 30, [removed: 2024.][added: 2025.]
The number of shares outstanding of the Registrant’s common stock (as of February [removed: 14, 2025):] [added: 17, 2026):] Class A common stock — [removed: 107,615,241.][added: 105,788,592.]
Portions of the Registrant’s definitive proxy statement for its [removed: 2025] [added: 2026] 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: 2024,] [added: 2025,] are hereby incorporated by reference in Part III of this Annual Report on Form 10-K.
| ITEM 1A. | [RISK FACTORS](#Item1A) | [removed: 7] [added: 8] |
| ITEM 3. | [LEGAL PROCEEDINGS](#Item3) | [removed: 23] [added: 24] |
| ITEM 4. | [MINE SAFETY DISCLOSURE](#Item4) | [removed: 23] [added: 24] |
| ITEM 5. | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES](#Item5) | [removed: 23] [added: 24] |
| ITEM 6. | [RESERVED](#Item6) | [removed: 24] [added: 25] |
| ITEM 7. | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](#Item7) | [removed: 24] [added: 25] |
| ITEM 9B. | [OTHER INFORMATION](#Item9B) | [removed: 47] [added: 48] |
| ITEM 9C. | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](#Item9C) | [removed: 47] [added: 48] |
| ITEM 10. | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE](#Item10) | [removed: 47] [added: 48] |
| ITEM 11. | [EXECUTIVE COMPENSATION](#Item11) | [removed: 47] [added: 48] |
| ITEM 12. | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS](#Item12) | [removed: 47] [added: 49] |
| ITEM 13. | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE](#Item13) | [removed: 48] [added: 49] |
| ITEM 14. | [PRINCIPAL ACCOUNTING FEES AND SERVICES](#Item14) | [removed: 48] [added: 49] |
| ITEM 15. | [EXHIBITS, FINANCIAL STATEMENT SCHEDULES](#Item15) | [removed: 48] [added: 49] |
| ITEM 16. | [FORM 10-K [removed: SUMMARY](#Item16)] [added: SUMMARY](#ITEM16)] | [removed: 53] [added: 55] |
| [SIGNATURES](#Signatures) | | [removed: 54] [added: 56] |
Item 1C. CYBERSECURITY
13 rewritten, 2 added, 2 removed, 43 unchanged
We have a comprehensive, cross-functional approach to cybersecurity risk management, driven by our information security management systems and propelled by industry-leading expertise from both our internal information technology security team and [removed: top-tier third-party consultants and firms that we engage.]
In addition, we conduct quarterly phishing campaign simulations which [removed: include] [added: includes remediation training assignment for phish failures and] notification [removed: of] [added: to] the respective Executive Vice President in the event of a failure by an employee in their department.
Our internal information security team works collaboratively with our external industry consultants to identify threats utilizing analytics and metrics, which are aligned with the MITRE ATT&CK (Adversarial Tactics, Techniques, and Common Knowledge) [removed: Framework,] [added: Framework] and [added: aligned to] mitigate attacks across various layers of our enterprise systems.
[added: We] leverage the core functions of the NIST Cybersecurity Framework (Identify, Protect, Detect, Respond, and Recover) to constantly work toward identifying opportunities for further improvement and development of our risk mitigation strategies.
We also build upon the principles of the ISO 27001 standard and have achieved ISO [removed: 27001:2013] [added: 27001:2022] certification for one of our data centers.
As part of our response preparedness, our executive management team participates in comprehensive [added: cyber incident response] tabletop exercises annually simulating cybersecurity [removed: breaches or other incidents] [added: attack scenarios] which simulate identifying, [removed: responding] [added: responding, recovering,] and reporting of such an incident in accordance with our risk management programs.
We have established and maintain a [removed: data] [added: cyber] incident response and a business continuity management plan to timely, consistently, and appropriately [removed: address] [added: advise on our] cyber [removed: threats] [added: threat response and recovery strategy] that may occur despite our safeguards.
We conduct initial and regular cybersecurity assessments of third-party vendors that we engage with in our operations and their information security policies and systems in order to identify, evaluate, and address potential [added: vulnerabilities and we have developed a response plan for managing, and determining the magnitude of, any such third-party] vulnerabilities.
New hires are required to participate in cybersecurity onboarding training, and current employees are responsible for completing mandatory cybersecurity training annually and phishing awareness training [removed: quarterly.][added: quarterly in the event of phish failures.]
For example, most recently [added: each of] our [removed: internal audit] [added: accounting, mergers] and [removed: finance] [added: acquisitions, and human resources] teams participated in [removed: a] successful table-top [removed: exercise] [added: exercises] which simulated cyber-attacks on our [removed: payroll and financial] systems.
[removed: 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 “*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 [added: 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 [removed: systems.][added: systems as needed.]
top-tier third-party consultants and firms that we engage.
For more information regarding cybersecurity-related risks
We
security industry with global organizations.
Item 2. PROPERTIES
3 rewritten, 0 added, 0 removed, 9 unchanged
As of December 31, [removed: 2024,] [added: 2025,] approximately [removed: 72%] [added: 71%] 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.
The average remaining life under our ground leases and other property interests, including renewal options under our control, is [removed: 36] [added: 35] years.
As of December 31, [removed: 2024,] [added: 2025,] we had an average of [removed: 1.9] [added: 1.8] tenants per site.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
3 rewritten, 20 added, 0 removed, 7 unchanged
As of February [removed: 14, 2025,] [added: 17, 2026,] there were [removed: 270] [added: 273] record holders of our Class A common stock.
As of December 31, [removed: 2024, $337.7] [added: 2025, $343.8] million of the federal NOLs are attributes of the REIT.
The amount of future distributions will be determined, from time to time, by our Board of Directors to balance our goal of increasing long-term shareholder value and retaining sufficient cash to implement our current capital allocation policy, which prioritizes investment in quality assets [added: through acquisitions to the extent there are opportunities] that meet our return [removed: criteria,] [added: criteria] and [added: through the construction of new towers,] then stock [removed: repurchases when we believe our stock price is below its intrinsic value.][added: repurchases, and then cash dividend growth over time.]
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.
Issuer Purchases of Equity Securities
The following table presents information related to our repurchases of Class A common stock during the fourth quarter of 2025:
| | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | |
| | | 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 | |
| | | | | | | | | | | |
| 10/1/2025 - 10/31/2025 | | 210,239 | | $ | 191.21 | | 210,239 | | $ | 1,297,883,361 |
| 11/1/2025 - 11/30/2025 | | 187,258 | | $ | 196.58 | | 187,258 | | $ | 1,261,071,713 |
| 12/1/2025 - 12/31/2025 | | 717,064 | | $ | 189.58 | | 717,064 | | $ | 1,125,128,362 |
| Total | | 1,114,561 | | $ | 191.07 | | 1,114,561 | | $ | 1,125,128,362 |
On April 27, 2025, our Board of Directors authorized a stock repurchase plan authorizing us to repurchase, from time to time, up to $1.5 billion of our outstanding Class A common stock (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.
Subsequent to December 31, 2025, we repurchased 12 thousand shares of our Class A common stock for $2.2 million, at an average price per share of $188.66.
Shares repurchased were retired.
As of the date of this filing, we had $1.1 billion remaining under the current authorized share repurchase plan.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
1 rewritten, 0 added, 0 removed, 0 unchanged
Financial statements and supplementary data are on pages F-1 through [removed: F-43.][added: F-42.]
Item 9A. CONTROLS AND PROCEDURES
9 rewritten, 1 added, 1 removed, 25 unchanged
In connection with the preparation of this Annual Report on Form 10-K, as of December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 2024] [added: 2025] 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: 2024.][added: 2025.]
Management performed an assessment of the effectiveness of SBAC’s internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February [removed: 26, 2025] [added: 27, 2026] expressed an unqualified opinion thereon.
February 27, 2026
February 26, 2025
Item 9B. OTHER INFORMATION
2 rewritten, 10 added, 0 removed, 0 unchanged
[removed: (a)] [added: (b)] 10b5-1 Trading Plans
During the three months ended December 31, [removed: 2024,] [added: 2025,] 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 [removed: 408(d)] [added: 408(c)] 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 25, 2026, the Company entered into an amended and restated employment agreement with Brendan T.
Cavanagh (the “Employment Agreement”), which extends the term of the Employment Agreement until December 31, 2028.
The Employment Agreement reflects an annual base salary of $985,000 and target bonus of 175% of annual base salary (the “Minimum Target Bonus”).
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 upon resignation 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 Target Bonus for the period of service in the year in which the termination or resignation occurs, plus (ii) an amount equal to the product of the Applicable Multiple (as defined below) multiplied by the sum of (a) Mr. Cavanagh’s base salary for the year in which the termination or resignation occurs, (b) the Minimum Target Bonus for the year in which the termination or resignation occurs , 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 (collectively, the “Severance Payment”).
As defined in the Employment Agreement, the “Applicable Multiple” means (i) two, in the event the termination without Cause or resignation for Good Reason occurs prior to a Change in Control of the Company (as defined in the Employment Agreement); and (ii) three, in the event the termination without Cause or resignation for Good Reason occurs on or after a Change in Control of the Company or within six months prior to the date on which a Change in Control occurs, if it is reasonably demonstrated that such termination without Cause or resignation for Good Reason was in contemplation of the Change in Control.
The Severance Payment is payable in a lump sum upon execution of a full release and waiver of claims.
All other material terms of the Employment Agreement, including the definitions of Cause, Change in Control and Good Reason and the provisions for non-competition, non-interference, non-disparagement, and non-disclosure during his employment and for a period after termination remained the same.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 rewritten, 0 added, 0 removed, 2 unchanged
The remaining items required by Part III, Item 10 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2025] [added: 2026] Annual Meeting of Shareholders to be filed on or before April 30, [removed: 2025.][added: 2026.]
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 0 unchanged
The items required by Part III, Item 11 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2025] [added: 2026] Annual Meeting of Shareholders to be filed on or before April 30, [removed: 2025.][added: 2026.]
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
3 rewritten, 4 added, 7 removed, 18 unchanged
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: 2025] [added: 2026] Annual Meeting of Shareholders to be filed on or before April 30, [removed: 2025.][added: 2026.]
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: 2024:][added: 2025:]
(1)Included in the number of securities in column (a) is [removed: 18] [added: 480,251] restricted stock units [added: and 206,053 performance-based restricted stock units,] which have no exercise price.
| | | As of December 31, 2025 | | | | | | |
| 2010 Plan | | 516 | | | $ | 182.88 | | — |
| 2020 Plan | | 716 | (1) | | | 10.85 | | 1,591 |
| Total | | 1,232 | | | $ | 82.91 | | 1,591 |
| | | 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 |
The weighted-average exercise price of outstanding options, warrants, and rights (excluding restricted stock units) is $172.34.
(2)Included in the number of securities in column (a) is 392,911 restricted stock units and 275,461 performance-based restricted stock units, which have no exercise price.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 0 unchanged
The items required by Part III, Item 13 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2025] [added: 2026] Annual Meeting of Shareholders to be filed on or before April 30, [removed: 2025.][added: 2026.]
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
1 rewritten, 0 added, 0 removed, 1 unchanged
The items required by Part III, Item 14 are incorporated herein by reference from the Registrant’s Proxy Statement for its [removed: 2025] [added: 2026] Annual Meeting of Shareholders to be filed on or before April 30, [removed: 2025.][added: 2026.]
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
35 rewritten, 4 added, 6 removed, 96 unchanged
(2)As of December 31, [removed: 2024,] [added: 2025,] certain assets secure debt of [removed: $10.7] [added: $10.0] billion.
| | | | | | | | | | | | | | | | | | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | |
| Gross amount at beginning | | | | | | | | | | | | | | | | | $ | [removed: 8,231,510] [added: 8,213,791] | | $ | [removed: 7,993,750] [added: 8,231,510] | | $ | [removed: 7,068,208] [added: 7,993,750] |
| Acquisitions (1) | | | | | | | | | | | | | | | | | | [removed: 34,350] [added: 595,125] | | | [removed: 22,081] [added: 34,350] | | | [removed: 727,863] [added: 22,081] |
| Construction and related costs on new builds | | | | | | | | | | | | | | | | | | [removed: 131,539] [added: 86,405] | | | [removed: 59,873] [added: 131,539] | | | [removed: 69,384] [added: 59,873] |
| Augmentation and tower upgrades | | | | | | | | | | | | | | | | | | [removed: 54,181] [added: 58,093] | | | [removed: 82,917] [added: 54,181] | | | [removed: 60,247] [added: 82,917] |
| Land buyouts and other assets | | | | | | | | | | | | | | | | | | [removed: 31,739] [added: 29,993] | | | [removed: 32,247] [added: 31,739] | | | [removed: 26,588] [added: 32,247] |
| Tower maintenance | | | | | | | | | | | | | | | | | | [removed: 50,182] [added: 53,883] | | | [removed: 49,471] [added: 50,182] | | | [removed: 42,048] [added: 49,471] |
| Other (2) | | | | | | | | | | | | | | | | | | [removed: 2,942] [added: 3,188] | | | [removed: 35,880] [added: 2,942] | | | [removed: 23,824] [added: 35,880] |
| Total additions | | | | | | | | | | | | | | | | | | [removed: 304,933] [added: 826,687] | | | [removed: 282,469] [added: 304,933] | | | [removed: 949,954] [added: 282,469] |
| Cost of real estate sold or disposed [added: (3)] | | | | | | | | | | | | | | | | | | [removed: (437)] [added: (119,735)] | | | [removed: (8,024)] [added: (437)] | | | [removed: (610)] [added: (8,024)] |
| Impairment [removed: (3)] [added: (4)] | | | | | | | | | | | | | | | | | | [removed: (73,977)] [added: (132,784)] | | | [removed: (119,307)] [added: (73,977)] | | | [removed: (23,638)] [added: (119,307)] |
| Other [removed: (4)] [added: (5)] | | | | | | | | | | | | | | | | | | [removed: (248,238)] [added: 140,538] | | | [removed: 82,622] [added: (248,238)] | | | [removed: (164)] [added: 82,622] |
| Total deductions | | | | | | | | | | | | | | | | | | [removed: (322,652)] [added: (111,981)] | | | [removed: (44,709)] [added: (322,652)] | | | [removed: (24,412)] [added: (44,709)] |
| Balance at end | | | | | | | | | | | | | | | | | $ | [removed: 8,213,791] [added: 8,928,497] | | $ | [removed: 8,231,510] [added: 8,213,791] | | $ | [removed: 7,993,750] [added: 8,231,510] |
[removed: (3)Impairment] [added: (4)Impairment] charges for the year ended December 31, 2023 include the impact of the planned abandonment of identified sites with minimal expectations of future economic benefit (primarily from Sprint and Oi related churn).
[removed: (4)Primarily] [added: (5)Primarily] represents cumulative translation adjustments related to changes in foreign currency exchange rates.
| Gross amount of accumulated depreciation at beginning | | | | | | | | | | | | | | | | | $ | [removed: (4,232,369)] [added: (4,291,860)] | | $ | [removed: (3,925,893)] [added: (4,232,369)] | | $ | [removed: (3,644,238)] [added: (3,925,893)] |
| Depreciation [removed: (1)] | | | | | | | | | | | | | | | | | | [removed: (128,548)] [added: (152,188)] | | | [removed: (300,458)] [added: (128,548)] | | | [removed: (285,918)] [added: (300,458)] |
| Other [removed: (2)] [added: (1)] | | | | | | | | | | | | | | | | | | [removed: (693)] [added: (25,787)] | | | [removed: (14,339)] [added: (693)] | | | [removed: (3,382)] [added: (14,339)] |
| Total additions | | | | | | | | | | | | | | | | | | [removed: (129,241)] [added: (177,975)] | | | [removed: (314,797)] [added: (129,241)] | | | [removed: (289,300)] [added: (314,797)] |
| Amount of accumulated depreciation for assets sold or disposed | | | | | | | | | | | | | | | | | | [removed: 24,210] [added: 73,068] | | | [removed: 8,070] [added: 24,210] | | | [removed: 7,505] [added: 8,070] |
| Other [removed: (2)] [added: (1)] | | | | | | | | | | | | | | | | | | [removed: 45,540] [added: —] | | | [removed: 251] [added: 45,540] | | | [removed: 140] [added: 251] |
| Total deductions | | | | | | | | | | | | | | | | | | [removed: 69,750] [added: 73,068] | | | [removed: 8,321] [added: 69,750] | | | [removed: 7,645] [added: 8,321] |
| Balance at end | | | | | | | | | | | | | | | | | $ | [removed: (4,291,860)] [added: (4,396,767)] | | $ | [removed: (4,232,369)] [added: (4,291,860)] | | $ | [removed: (3,925,893)] [added: (4,232,369)] |
[removed: (2)Primarily] [added: (1)Primarily] represents cumulative translation adjustments related to changes in foreign currency exchange rates.
| [removed: 10.85F] [added: 10.85H] | | [removed: [Amended] [added: [Third Amended] and Restated Employment Agreement, dated as of [removed: October 1, 2021,] [added: February 25, 2026,] between SBA Communications Corporation and Brendan T. [removed: Cavanagh](http://www.sec.gov/Archives/edgar/data/1034054/000103405422000002/sbac-20211231xex10_85f.htm).†] [added: Cavanagh.†*](https://www.sec.gov/Archives/edgar/data/1034054/000103405426000002/sbac-20251231xex10_85h.htm)] | | [removed: 10-K] | | [removed: Year ended December 31, 2022] |
| 10.98 | | [Form of Restricted Stock Unit Agreement (Time and Performance Based) pursuant to SBA Communications Corporation 2020 Performance and Equity Incentive [removed: Plan.†*](https://www.sec.gov/Archives/edgar/data/1034054/000103405425000002/sbac-20241231xex10_98.htm)] [added: Plan.†](http://www.sec.gov/Archives/edgar/data/1034054/000103405425000002/sbac-20241231xex10_98.htm)] | | [added: 10-K] | | [added: Year ended December 31, 2024] |
| 19.1 | | [SBA Communications Corporation Insider Trading [removed: Policy*](https://www.sec.gov/Archives/edgar/data/1034054/000103405425000002/sbac-20241231xex19_1.htm)] [added: Policy](http://www.sec.gov/Archives/edgar/data/1034054/000103405425000002/sbac-20241231xex19_1.htm)] | | [added: 10-K] | | [added: Year ended December 31, 2024] |
| 21 | | [removed: [Subsidiaries.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405425000002/sbac-20241231xex21.htm)] [added: [Subsidiaries.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405426000002/sbac-20251231xex21.htm)] | | | | |
| 23.1 | | [Consent of Ernst & Young [removed: LLP.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405425000002/sbac-20241231xex23_1.htm)] [added: LLP.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405426000002/sbac-20251231xex23_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/1034054/000103405425000002/sbac-20241231xex31_1.htm)] [added: 2002.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405426000002/sbac-20251231xex31_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/1034054/000103405425000002/sbac-20241231xex31_2.htm)] [added: 2002.*](https://www.sec.gov/Archives/edgar/data/1034054/000103405426000002/sbac-20251231xex31_2.htm)] | | | | |
| 32.1 | | [Certification by Brendan T. Cavanagh, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. [removed: ](https://www.sec.gov/Archives/edgar/data/1034054/000103405425000002/sbac-20241231xex32_1.htm)] [added: ](https://www.sec.gov/Archives/edgar/data/1034054/000103405426000002/sbac-20251231xex32_1.htm)] | | | | |
| 32.2 | | [Certification by Marc Montagner, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. [removed: ](https://www.sec.gov/Archives/edgar/data/1034054/000103405425000002/sbac-20241231xex32_2.htm)] [added: ](https://www.sec.gov/Archives/edgar/data/1034054/000103405426000002/sbac-20251231xex32_2.htm)] | | | | |
| 46,328 sites | (1) | $ | 9,959,750 | (2) | | (3) | | | (3) | | $ | 8,928,497 | (4) | | $ | (4,396,767) | | Various | | | Various | | | Up to 70 years | (5) |
(3)Costs of real estate sold or disposed for the year ended December 31, 2025 include the impact of the Company’s sale of its Philippines, Colombia, and Canada towers.
| | | | | | | | | | | | | | | | | | 2025 | | | 2024 | | | 2023 | |
| | | | | | | |
| 39,749 sites | (1) | $ | 10,672,750 | (2) | | (3) | | | (3) | | $ | 8,213,791 | (4) | | $ | (4,291,860) | | Various | | | Various | | | Up to 70 years | (5) |
Amounts as of December 31, 2022 include the acquisition of sites from GTS.
(1)Amounts as of December 31, 2022 include the depreciation related to the acquisition of sites from GTS.
| 10.6A | | [Purchase Agreement, dated September 10, 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 |
| 10.6B | | [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 |
Item 16. FORM 10-K SUMMARY
572 rewritten, 201 added, 160 removed, 1,049 unchanged
| Date: | February [removed: 26, 2025] [added: 27, 2026] |
| /s/ Jeffrey A. Stoops | Chairman of the Board of Directors | February [removed: 26, 2025] [added: 27, 2026] |
| /s/ Brendan T. Cavanagh | Chief Executive Officer and President | February [removed: 26, 2025] [added: 27, 2026] |
| /s/ Marc Montagner | Chief Financial Officer and Executive Vice President | February [removed: 26, 2025] [added: 27, 2026] |
| /s/ Saul Kredi | Chief Accounting Officer and Vice President | February [removed: 26, 2025] [added: 27, 2026] |
| /s/ Steven E. Bernstein | Director | February [removed: 26, 2025] [added: 27, 2026] |
| /s/ Mary S. Chan | Director | February [removed: 26, 2025] [added: 27, 2026] |
| /s/ Laurie Bowen | Director | February [removed: 26, 2025] [added: 27, 2026] |
| /s/ George R. Krouse Jr. | Director | February [removed: 26, 2025] [added: 27, 2026] |
| /s/ Jack Langer | Director | February [removed: 26, 2025] [added: 27, 2026] |
| /s/ Kevin L. Beebe | Director | February [removed: 26, 2025] [added: 27, 2026] |
| /s/ Amy E. Wilson | Director | February [removed: 26, 2025] [added: 27, 2026] |
| /s/ Jay L. Johnson | Director | February [removed: 26, 2025] [added: 27, 2026] |
| [Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 202](#BS)3] [added: 2024](#BS)] | F-3 |
| [Consolidated Statements of Operations for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 202](#IS)2] [added: 2023](#IS)] | F-4 |
| [Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 202](#CI)2] [added: 2023](#CI)] | F-5 |
| [Consolidated Statements of Shareholders’ Deficit for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 202](#SE)2] [added: 2023](#SE)] | F-6 |
| [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 202](#CF)2] [added: 2023](#CF)] | F-7 |
We have audited the accompanying consolidated balance sheets of SBA Communications Corporation and subsidiaries (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] and the related notes and financial statement schedule listed in the Index at Item 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with 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: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 26, 2025] [added: 27, 2026] 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: 2024,] [added: 2025,] the Company had [removed: $2.3] [added: $2.5] billion of operating lease right-of-use assets, net, [removed: $259.8] [added: $297.1] million of current operating lease liabilities, and [removed: $1.9] [added: $2.1] billion of long-term lease liabilities. For the period ended December 31, [removed: 2024,] [added: 2025,] the total operating lease right-of-use assets obtained for new operating lease liabilities were [removed: $59.2] [added: $217.9] million, and operating lease right-of-use asset adjustments associated with lease modifications and reassessments were [removed: $268.5] [added: $160.0] 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: 2025 | | |] 2024 | | | 2023 | |
| Cash and cash equivalents | | $ | [added: 264,568 | | $ |] 189,841 | | $ | 208,547 | [added: | Cash and cash equivalents |]
| Restricted cash | | | [removed: 1,206,653] [added: 167,804] | | | [removed: 38,129] [added: 1,206,653] |
| Accounts receivable, net | | | [removed: 145,695] [added: 171,256] | | | [removed: 182,746] [added: 145,695] |
| Costs and estimated earnings in excess of billings on uncompleted contracts | | | [removed: 19,198] [added: 28,152] | | | [removed: 16,252] [added: 19,198] |
| Prepaid expenses and other current assets | | | [removed: 417,333] [added: 141,651] | | | [removed: 38,593] [added: 417,333] |
| Total current assets | | | [removed: 1,978,720] [added: 773,431] | | | [removed: 484,267] [added: 1,978,720] |
| Property and equipment, net | | | [removed: 2,792,084] [added: 3,401,799] | | | [removed: 2,711,719] [added: 2,792,084] |
| Intangible assets, net | | | [removed: 2,388,707] [added: 2,882,117] | | | [removed: 2,455,597] [added: 2,388,707] |
| Operating lease right-of-use assets, net | | | [removed: 2,292,459] [added: 2,540,229] | | | [removed: 2,240,781] [added: 2,292,459] |
| Acquired and other right-of-use assets, net | | | [removed: 1,308,269] [added: 1,325,443] | | | [removed: 1,473,601] [added: 1,308,269] |
| Other assets | | | [removed: 657,097] [added: 651,993] | | | [removed: 812,476] [added: 657,097] |
| Total assets | | $ | [removed: 11,417,336] [added: 11,575,012] | | $ | [removed: 10,178,441] [added: 11,417,336] |
| Accounts payable | | $ | [removed: 59,549] [added: 73,034] | | $ | [removed: 42,202] [added: 59,549] |
| Accrued expenses | | | [removed: 81,977] [added: 93,502] | | | [removed: 92,622] [added: 81,977] |
| Current maturities of long-term debt | | | [removed: 1,187,913] [added: 1,935,802] | | | [removed: 643,145] [added: 1,187,913] |
| Deferred revenue | | | [removed: 127,308] [added: 117,309] | | | [removed: 235,668] [added: 127,308] |
| Accrued interest | | | [removed: 62,239] [added: 65,036] | | | [removed: 57,496] [added: 62,239] |
February 27, 2026
| | | 2025 | | | 2024 | |
| Communications Corporation | | — | | | — | | | — | | | 1,053,632 | | | — | | | 1,053,632 |
| Repurchase and retirement of common stock | | (2,480) | | | (25) | | | — | | | (497,780) | | | — | | | (497,805) |
| Corporation | | — | | | — | | | — | | | — | | | 148,018 | | | 148,018 |
| on common stock | | — | | | — | | | — | | | (479,568) | | | — | | | (479,568) |
| BALANCE, December 31, 2025 | | 105,666 | | $ | 1,057 | | $ | 3,059,427 | | $ | (7,249,905) | | $ | (664,098) | | $ | (4,853,519) |
| Net income | | $ | 1,054,456 | | $ | 748,677 | | $ | 497,415 |
| Depreciation, accretion, and amortization | | | 292,285 | | | 269,517 | | | 716,309 |
| (Gain) loss on sale of assets | | | (208,399) | | | 710 | | | 7,617 |
| Proceeds from sale of assets | | | 330,650 | | | 333 | | | 3,718 |
| Other investing activities | | | (1,782) | | | (6,650) | | | (4,139) |
During the year ended December 31, 2025, the Company sold all of its towers and ended operations in both the Philippines and Colombia and sold substantially all of its operations in Canada.
Restricted cash also includes cash held by a qualified intermediary (“QI”) as part of the Company’s intent to carry out a like-kind exchange transaction in accordance with Section 1031 of the Internal Revenue Code, as amended (see Note 4).
Revenues from site leasing
| | | | | | 2025 | | | 2024 | |
| | | | | | 2025 | | | 2024 | |
The Company has elected to prospectively adopt the standard effective January 1, 2025.
In September 2025, the FASB issued ASU 2025-06, *Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software*, modernizing the accounting for costs related to internal-use software.
The standard removed the development stage model and requires entities to begin capitalizing software costs when management authorizes and commits to funding the software project and when it is probable that the project will be completed and the software will be used for its intended purposes.
The standard is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.
Early adoption is permitted.
The Company has elected to adopt the standard as of January 1, 2026.
The Company does not expect that the adoption will have a material impact on its consolidated financial statements and related disclosures.
expenses, and (4) management fees.
Other restricted cash include $155.8 million of cash held by a QI for the Company’s potential like-kind exchange transaction as of December 31, 2025.
| | | $ | 20,971 | | $ | 13,906 |
| | | $ | 20,971 | | $ | 13,906 |
(1)Short-term loans receivable for the year ended December 31, 2024 include a $115.0 million loan to one of the Company’s unconsolidated joint ventures.
The total outstanding principal balance of the loan was repaid on March 21, 2025.
The funding of the loan and the receipt of funds were recorded in Repayment (funding) of loan to unconsolidated joint venture on the Consolidated Statements of Cash Flows.
Short-term loans receivable for the year ended December 31, 2025 include a $56.6 million third-party loan that matures in November 2026.
7.ACQUISITIONS AND DISPOSALS
The company recorded these amounts in prepaid expenses and other assets within the changes in operating assets and liability, net of acquisitions section of its Consolidated Statements of Cash Flows.
Subsequent to year end, the Company closed on an acquisition for the rights to land underneath approximately 3,900 communication sites in Guatemala for $109.0 million.
During the year ended December 31, 2025, the Company sold its towers and ended operations in both the Philippines and Colombia and sold substantially all of its operations in Canada.
Proceeds from the sale of these towers were $330.4 million and are included in Proceeds from sale of assets on the Consolidated Statements of Cash Flows.
The Company recorded a $208.4 million gain on the sale of these towers which is included in Other income (expense), net on the Consolidated Statements of Operations and in (Gain) loss on sale of assets on the Consolidated Statements of Cash Flows.
| | | December 31, 2025 | | | December 31, 2024 | |
| | | As of December 31, 2025 | | | | | | | | | As of December 31, 2024 | | | | | | | |
| | |
February 26, 2025
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | |
| | | Total Shareholders' Equity (Deficit) | | | | | | | | | | | | | | | |
| BALANCE, December 31, 2021 | | 108,956 | | $ | 1,089 | | $ | 2,681,347 | | $ | (7,203,531) | | $ | (762,309) | | $ | (5,283,404) |
| Communications Corporation | | — | | | — | | | — | | | 461,429 | | | — | | | 461,429 |
| Repurchase and retirement of common stock | | (1,300) | | | (12) | | | — | | | (431,654) | | | — | | | (431,666) |
| Corporation | | — | | | — | | | — | | | — | | | 4,376 | | | 4,376 |
| on common stock | | — | | | — | | | — | | | (308,305) | | | — | | | (308,305) |
| Other investing activities | | | (6,317) | | | (421) | | | 524 |
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.
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 concluded through its assessment that, for U.S. GAAP purposes, it should modify its current estimates for asset lives based on its historical operating experience and the findings obtained by its independent consultant.
The Company previously depreciated its towers on a straight-line basis over the shorter of the (i) term of the underlying ground lease
(including renewal options) taking into account residual value or (ii) estimated useful life of a tower, which the Company had historically estimated to be 15 years.
Based on its assessment, the Company revised the estimated useful lives of its towers and certain related intangible assets (which are amortized on a similar basis to its tower assets, as their useful lives correlate to the useful life of the towers) from 15 years to 30 years, effective January 1, 2024.
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.
If the useful lives of assets are reduced, depreciation may be accelerated in future years.
customers’ financial condition, and macroeconomic conditions.
| Recoveries (2) | | | — | | | — | | | (2,204) |
| Acquisitions | | | — | | | — | | | 116 |
(1)The year ended December 31, 2023 includes a $3.1 million reserve recorded related to Oi S.A.
(2)Amounts include annual installment payments related to the Oi S.A. reorganization.
The fourth and final annual installment payment was received during the year ended December 31, 2022.
The Company records compensation expense for stock options, RSUs, and
Tenant leases typically (1)
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.
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.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
Impairment charges for the year ended December 31, 2023 includes the impact of the planned abandonment of identified sites with minimal expectations of future economic benefit (primarily from Sprint and Oi related churn), partially offset by a $45.1 million benefit from the reassessment of the lease terms.
The reassessment resulted in an overall shortening of the lease term and a reduction to the lease liability and right-of-use asset.
applicable Term SOFR Rate was set for the Revolving Credit Facility (112.5 to 150.0 basis points).
| | | $ | 13,906 | | $ | 10,655 |
(1)On March 17, 2023 (as amended through February 18, 2025), the Company entered into a loan agreement with one of its unconsolidated joint ventures (“the Investee”).
As part of the loan agreement, as amended, the Investee may borrow up to $115.0 million in aggregate principal amount, consisting of a $73.0 million initial term loan and $42.0 million of delayed draw term loans.
An excerpt. Shown here: 40 of 572 rewritten, 40 of 201 added and 40 of 160 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2025 filing and the FY2024 filing.