Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We are a leading independent owner and operator of wireless communications infrastructure, including tower structures, rooftops, and other structures that support antennas used for wireless communications, which we collectively refer to as “towers” or “sites.” Our principal operations are in the United States and its territories. In addition, we own and operate towers in South America, Central America, Canada, and Africa. Our primary business line is our site leasing business, which contributed 98.1% of our total segment operating profit for the three months ended March 31, 2025. During the first quarter of 2025, we sold all of our towers in both the Philippines and Colombia and ended our operations in those countries. In our site leasing business, we (1) lease space to wireless service providers and other customers on assets that we own or operate and (2) manage rooftop and tower sites for property owners under various contractual arrangements. As of March 31, 2025, we owned 39,709 towers, a substantial portion of which have been built by us or built by other tower owners or operators who, like us, have built such towers to lease space to multiple wireless service providers. Our other business line is our site development business, through which we assist wireless service providers in developing and maintaining their own wireless service networks.

Site Leasing

Our primary focus is the leasing of antenna space on our multi-tenant towers to a variety of wireless service providers under long-term lease contracts in the United States, South America, Central America, Canada, and Africa. As of March 31, 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 three months ended March 31, 2025. In addition, as of March 31, 2025, approximately 30% of our total towers are located in Brazil and no other international market (each country is considered a market) represented more than 5% of our total towers.

We derive site leasing revenues primarily from wireless service provider tenants. Wireless service providers enter into either (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 (“MLA”) with us, which provide for the material terms and conditions that will apply to multiple sites; although, in most cases, each individual site under a MLA is also governed by its own site leasing agreement which sets forth pricing and other site specific terms. Our tenant leases are generally for an initial term of five years to fifteen years with multiple renewal periods at the option of the tenant. Our tenant leases typically either (1) contain specific annual rent escalators, (2) escalate annually in accordance with an inflationary index, or (3) escalate using a combination of fixed and inflation adjusted escalators. In addition, our international site leases may include pass-through charges, such as rent related to ground leases and other property interests, utilities, property taxes, and fuel.

Cost of site leasing revenue primarily consists of:

Cash and non-cash rental expense on ground leases, right-of-use, and other underlying property interests;

Property taxes;

Site maintenance and monitoring costs (exclusive of employee related costs);

Utilities;

Property insurance;

Fuel (in those international markets that do not have an available electric grid at our tower sites); and

Lease initial direct cost amortization.

Ground leases and other property interests are generally for an initial term of five years or more with multiple renewal periods, which are at our option. Our ground leases either (1) contain specific annual rent escalators, or (2) escalate annually in accordance with an inflationary index. As of March 31, 2025, approximately 72% of our tower structures were located on parcels of land that we own, land subject to perpetual easements, or parcels of land in which we have a leasehold interest that extends beyond 20 years. For any given tower, costs are relatively fixed over a monthly or an annual time period. As such, operating costs for owned towers do not generally increase as a result of adding additional customers to the tower. The amount of property taxes varies from site to site depending on the taxing jurisdiction and the height and age of the tower. The ongoing maintenance requirements are typically minimal and include replacing lighting systems, painting a tower, or upgrading or repairing an access road or fencing.

In Ecuador, El Salvador, Guatemala, Nicaragua, and Panama, significantly all of our revenue, expenses, and capital expenditures arising from our activities are denominated in U.S. dollars. Specifically, most of our ground leases and other property interests, tenant leases, and tower-related expenses are paid in U.S. dollars. In most of our Central American markets, our local currency obligations are principally limited to (1) permitting and other local fees, (2) utilities, and (3) taxes. In Brazil, Canada, Chile, and South Africa, significantly all of our revenue, expenses, and capital expenditures, including tenant leases, ground leases and other property interests, and other tower-related expenses are denominated in local currency. In 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.

As indicated in the table below, our site leasing business generates substantially all of our total segment operating profit. For information regarding our operating segments, see Note 14 to our Consolidated Financial Statements included in this quarterly report.

		For the three months ended
Segment operating profit as a percentage of		March 31,
total operating profit		2025			2024
Domestic site leasing			76.9%			76.1%
International site leasing			21.2%			22.7%
Total site leasing			98.1%			98.8%

We believe that the site leasing business continues to be attractive due to its long-term contracts, built-in rent escalators, high operating margins, and low customer churn (which refers to a lease that is non-renewed, cancelled, or discounted) other than in connection with customer consolidation or cessations of specific technology. We believe that over the long-term, site leasing revenues will continue to grow as wireless service providers lease additional antenna space on our towers due to increasing mobile network data traffic, network expansion, and network coverage requirements.

During the remainder of 2025, we expect core leasing revenue in both our domestic and international segments to increase over 2024 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 2024, and the revenues from towers expected to be acquired and built during 2025. We believe our site leasing business is characterized by stable and long-term recurring revenues, predictable operating costs, and minimal non-discretionary capital expenditures. Due to the nature and mix of our tower portfolio, we expect future expenditures required to maintain these towers to be minimal. Consequently, we expect to grow our cash flows by (1) adding tenants to our towers at minimal incremental costs by using existing tower capacity or requiring wireless service providers to bear all or a portion of the cost of tower modifications and (2) executing monetary amendments as wireless service providers add or upgrade their equipment. 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.

Site Development

Our site development business, which is conducted in the United States only, is complementary to our site leasing business and provides us the ability to keep in close contact with the wireless service providers who generate substantially all of our site leasing revenue and to capture ancillary revenues that are generated by our site leasing activities, such as antenna and equipment installation at our tower locations. Site development revenues are earned primarily from providing a full range of end-to-end services to wireless service providers or companies providing development or project management services to wireless service providers. Our services include: (1) network pre-design; (2) site audits; (3) identification of potential locations for towers and antennas on existing infrastructure; (4) support in leasing of the location; (5) assistance in obtaining zoning approvals and permits; (6) tower and related site construction; (7) antenna installation; and (8) radio equipment installation, commissioning, and maintenance. We provide site development services at our towers and at towers owned by others on a local basis, through regional, market, and project offices. The market offices are responsible for all site development operations.

For information regarding our operating segments, see Note 14 to our Consolidated Financial Statements in this quarterly report.

Capital Allocation Strategy

Our capital allocation strategy is aimed at increasing shareholder value through investment in quality assets that meet our return criteria, stock repurchases when we believe our stock price is below its intrinsic value, and by returning cash generated by our operations in the form of cash dividends. 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. 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. Key elements of our capital allocation strategy include:

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

Stock Repurchase Program. We currently utilize stock repurchases as part of our capital allocation policy when we believe our share price is below its intrinsic value. We believe that share repurchases, when purchased at the right price, will facilitate our goal of increasing our Adjusted Funds From Operations per share.

Dividend. Cash dividends are an additional component of our strategy of returning value to shareholders. We do not expect our dividend to require any changes in our leverage and believe that, due to our low dividend payout ratio, we can continue to focus on building and buying quality assets and opportunistically buying back our stock. While the timing and amount of future dividends will be subject to approval by our Board of Directors, we believe that our future cash flow generation will permit us to grow our cash dividend in the future.

Critical Accounting Policies and Estimates

We have identified the policies and significant estimation processes listed in our Annual Report on Form 10-K as critical to our business operations and the understanding of our results of operations. The listing is not intended to be a comprehensive list. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management’s judgment in their application. In other cases, management is required to exercise judgment in the application of accounting principles with respect to particular transactions. The impact and any associated risks related to these policies on our business operations is discussed throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations” where such policies affect reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see Note 2 to our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024. Our preparation of our financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting periods. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. There can be no assurance that actual results will not differ from those estimates and such differences could be significant.

RESULTS OF OPERATIONS

This report presents our financial results and other financial metrics on a GAAP basis and, with respect to our international and consolidated results, after eliminating the impact of changes in foreign currency exchange rates. We believe that providing these financial results and metrics on a constant currency basis, which are non-GAAP measures, gives management and investors the ability to evaluate the performance of our business without the impact of foreign currency exchange rate fluctuations. We eliminate the impact of changes in foreign currency exchange rates by dividing the current period’s financial results by the average monthly exchange rates of the prior year period, as well as by eliminating the impact of realized and unrealized gains and losses on our intercompany loans. ‎

‎

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

Revenues and Segment Operating Profit:

		For the three months ended												Constant
		March 31,						Foreign			Constant			Currency
		2025			2024			Currency Impact			Currency Change			% Change
Revenues		(in thousands)
Domestic site leasing		$	460,994		$	461,499		$	—		$	(505)			(0.1%)
International site leasing			155,215			166,777			(16,057)			4,495			2.7%
Site development			48,039			29,586			—			18,453			62.4%
Total		$	664,248		$	657,862		$	(16,057)		$	22,443			3.4%
Cost of Revenues
Domestic site leasing		$	68,272		$	65,970		$	—		$	2,302			3.5%
International site leasing			47,206			48,843			(4,535)			2,898			5.9%
Site development			38,188			23,178			—			15,010			64.8%
Total		$	153,666		$	137,991		$	(4,535)		$	20,210			14.6%
Operating Profit
Domestic site leasing		$	392,722		$	395,529		$	—		$	(2,807)			(0.7%)
International site leasing			108,009			117,934			(11,522)			1,597			1.4%
Site development			9,851			6,408			—			3,443			53.7%

Revenues

Domestic site leasing revenues decreased $0.5 million for the three months ended March 31, 2025, as compared to the prior year, primarily due to Sprint and other lease non-renewals and a decrease in non-cash straight line revenue, partially offset by (1) organic site leasing growth, primarily from monetary lease amendments, additional equipment added to our towers, new leases, and contractual rent escalators and (2) revenues from 55 towers acquired and 30 towers built since January 1, 2024.

International site leasing revenues decreased $11.6 million for the three months ended March 31, 2025, as compared to the prior year. On a constant currency basis, international site leasing revenues increased $4.5 million. These changes were primarily due to (1) organic site leasing growth from new leases, amendments, and contractual escalators and (2) revenues from 475 towers acquired and 519 towers built since January 1, 2024, partially offset by lease non-renewals. Site leasing revenue in Brazil represented 13.8% of total site leasing revenue for the period. No other individual international market represented more than 5% of our total site leasing revenue.

Site development revenues increased $18.5 million for the three months ended March 31, 2025, as compared to the prior year, as a result of increased carrier activity.

Operating Profit

Domestic site leasing segment operating profit decreased $2.8 million for the three months ended March 31, 2025, as compared to the prior year, primarily due to incremental costs associated with towers acquired and built since January 1, 2024 as well as lower domestic site leasing revenue as noted above, partially offset by the positive impact of our ground lease purchase program.

International site leasing segment operating profit decreased $9.9 million for the three months ended March 31, 2025, as compared to the prior year. On a constant currency basis, international site leasing segment operating profit increased $1.6 million. These changes were primarily due to higher international site leasing revenues as noted above and the positive impact of our ground lease purchase program, partially offset by the incremental costs associated with towers acquired and built since January 1, 2024.

Site development segment operating profit increased $3.4 million for the three months ended March 31, 2025, as compared to the prior year, as a result of increased carrier activity. ‎

‎

Selling, General, and Administrative Expenses:

		For the three months ended												Constant
		March 31,						Foreign			Constant			Currency
		2025			2024			Currency Impact			Currency Change			% Change
		(in thousands)
Domestic site leasing		$	31,007		$	34,348		$	—		$	(3,341)			(9.7%)
International site leasing			17,424			15,708			(1,365)			3,081			19.6%
Total site leasing		$	48,431		$	50,056		$	(1,365)		$	(260)			(0.5%)
Site development			3,215			4,426			—			(1,211)			(27.4%)
Other			14,573			14,216			—			357			2.5%
Total		$	66,219		$	68,698		$	(1,365)		$	(1,114)			(1.6%)

Selling, general, and administrative expenses decreased $2.5 million for the three months ended March 31, 2025, as compared to the prior year. On a constant currency basis, selling, general, and administrative expenses decreased $1.1 million. These changes were driven primarily by a decrease in non-cash compensation expense, partially offset by an increase in personnel and other support related costs.

Asset Impairment and Decommission Costs:

		For the three months ended												Constant
		March 31,						Foreign			Constant			Currency
		2025			2024			Currency Impact			Currency Change			% Change
		(in thousands)
Domestic site leasing		$	15,164		$	29,913		$	—		$	(14,749)			(49.3%)
International site leasing			21,318			13,735			(1,939)			9,522			69.3%
Total site leasing		$	36,482		$	43,648		$	(1,939)		$	(5,227)			(12.0%)
Other			544			—			—			544			—%
Total		$	37,026		$	43,648		$	(1,939)		$	(4,683)			(10.7%)

Domestic asset impairment and decommission costs decreased $14.7 million for the three months ended March 31, 2025, as compared to the prior year. This change was primarily as a result of (1) decreased 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 (2) a decrease in tower and equipment related decommission costs.

International asset impairment and decommission costs increased $7.6 million for the three months ended March 31, 2025, as compared to the prior year. On a constant currency basis, asset impairment and decommission costs increased $9.5 million. These changes were primarily as a result of an increase in impairment charges resulting from our regular analysis of whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers. ‎

Depreciation, Accretion, and Amortization Expense:

		For the three months ended												Constant
		March 31,						Foreign			Constant			Currency
		2025			2024			Currency Impact			Currency Change			% Change
		(in thousands)
Domestic site leasing		$	36,744		$	40,345		$	—		$	(3,601)			(8.9%)
International site leasing			25,523			33,829			(2,893)			(5,413)			(16.0%)
Total site leasing		$	62,267		$	74,174		$	(2,893)		$	(9,014)			(12.2%)
Site development			857			834			—			23			2.8%
Other			1,924			1,742			—			182			10.4%
Total		$	65,048		$	76,750		$	(2,893)		$	(8,809)			(11.5%)

Depreciation, accretion, and amortization expense decreased $11.7 million for the three months ended March 31, 2025, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense decreased $8.8 million. These changes were primarily due to the impact of assets that became fully depreciated since the prior year period, partially offset by an increase in the number of towers we acquired and built since January 1, 2024.

Operating Income (Expense):

		For the three months ended												Constant
		March 31,						Foreign			Constant			Currency
		2025			2024			Currency Impact			Currency Change			% Change
		(in thousands)
Domestic site leasing		$	303,946		$	285,625		$	—		$	18,321			6.4%
International site leasing			42,226			52,543			(5,242)			(5,075)			(9.7%)
Total site leasing		$	346,172		$	338,168		$	(5,242)		$	13,246			3.9%
Site development			5,779			1,148			—			4,631			403.4%
Other			(17,041)			(15,958)			—			(1,083)			6.8%
Total		$	334,910		$	323,358		$	(5,242)		$	16,794			5.2%

Domestic site leasing operating income increased $18.3 million for the three months ended March 31, 2025, as compared to the prior year, primarily due to decreases in asset impairment and decommission costs, depreciation, accretion, and amortization expense, and selling, general, and administrative expenses, partially offset by lower segment operating profit.

International site leasing operating income decreased $10.3 million for the three months ended March 31, 2025, as compared to the prior year. On a constant currency basis, international site leasing operating income decreased $5.1 million. These changes were primarily due to increases in asset impairment and decommission costs and selling, general, and administrative expenses, partially offset by a decrease in depreciation, accretion, and amortization expense and higher segment operating profit.

Site development operating income increased $4.6 million for the three months ended March 31, 2025, as compared to the prior year, primarily due to higher segment operating profit driven by increased carrier activity and a decrease in selling, general, and administrative expenses.

Other Income (Expense):

		For the three months ended												Constant
		March 31,						Foreign			Constant			Currency
		2025			2024			Currency Impact			Currency Change			% Change
		(in thousands)
Interest income		$	10,780		$	7,314		$	(245)		$	3,711			50.7%
Interest expense			(104,148)			(96,390)			18			(7,776)			8.1%
Non-cash interest expense			(8,348)			(8,443)			1			94			(1.1%)
Amortization of deferred financing fees			(5,434)			(5,289)			—			(145)			2.7%
Loss from extinguishment of debt, net			—			(4,428)			—			4,428			(100.0%)
Other income (expense), net			32,165			(44,652)			99,512			(22,695)			2,396.5%
Total		$	(74,985)		$	(151,888)		$	99,286		$	(22,383)			20.7%

Interest income increased $3.5 million for the three months ended March 31, 2025, as compared to the prior year. On a constant currency basis, interest income increased $3.7 million. These changes were primarily due to a higher balance of interest-bearing deposits held and a higher effective interest rate on those deposits as compared to the prior year, partially offset by a decrease in interest received on a loan to an unconsolidated joint venture.

Interest expense increased $7.8 million for the three months ended March 31, 2025, as compared to the prior year. This change was primarily due to a higher average principal amount of cash-interest bearing debt accruing interest at a higher weighted-average interest rate as compared to the prior year.

Loss from extinguishment of debt, net was $4.4 million for the three months ended March 31, 2024 which primarily represents the write-off of $3.3 million of unamortized financing fees and $1.2 million of the original issuance discount associated with the repayment of the 2018 Term Loan in January 2024.

Other income (expense), net includes a $54.6 million gain on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries and a $18.8 million loss on sale of assets for the three months ended March 31, 2025 (which is inclusive of $28.9 million non-cash adjustment to realize previously unrecognized accumulated currency translation adjustments arising from the sales of our Philippines and Colombia operations). The prior year period included a $42.3 million loss on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries.

Provision for Income Taxes:

		For the three months ended												Constant
		March 31,						Foreign			Constant			Currency
		2025			2024			Currency Impact			Currency Change			% Change
		(in thousands)
Provision for income taxes		$	(42,019)		$	(16,927)		$	(32,307)		$	7,215			(23.2%)

Provision for income taxes increased $25.1 million for the three months ended March 31, 2025, as compared to the prior year. On a constant currency basis, provision for income taxes decreased $7.2 million primarily due to a decrease in foreign current and deferred taxes.

Net Income:

		For the three months ended												Constant
		March 31,						Foreign			Constant			Currency
		2025			2024			Currency Impact			Currency Change			% Change
		(in thousands)
Net income		$	217,906		$	154,543		$	61,737		$	1,626			0.9%

Net income increased $63.4 million for the three months ended March 31, 2025, as compared to the prior year. This change (which is inclusive of a non-cash adjustment to realize previously unrecognized accumulated currency translation adjustments arising from the sales of our Philippines and Colombia operations) was primarily due to increases in other income, net, domestic site leasing operating income, site development operating income, and interest income, partially offset by increases in provision for income taxes and in interest expense and the impact of foreign currency exchange rates on those items. On a constant currency basis, net income increased $1.6 million. This change (which is inclusive of a non-cash adjustment to realize previously unrecognized accumulated currency translation adjustments arising from the sales of our Philippines and Colombia operations) was primarily due to increases in domestic site leasing operating income, site development operating income, and interest income and decreases in provision for income taxes and loss from extinguishment of debt, net, partially offset by increases in other expense, net and interest expense and a decrease in international site leasing operating income.

NON-GAAP FINANCIAL MEASURES

This report contains information regarding Adjusted EBITDA, a non-GAAP measure. We have provided below a description of Adjusted EBITDA, a reconciliation of Adjusted EBITDA to its most directly comparable GAAP measure and an explanation as to why management utilizes this measure. This report also presents our financial results and other financial metrics after eliminating the impact of changes in foreign currency exchange rates. We believe that providing these financial results and metrics on a constant currency basis, which are non-GAAP measures, gives management and investors the ability to evaluate the performance of our business without the impact of foreign currency exchange rate fluctuations. We eliminate the impact of changes in foreign currency exchange rates by dividing the current period’s financial results by the average monthly exchange rates of the prior year period, as well as by eliminating the impact of the remeasurement of our intercompany loans.

Adjusted EBITDA

We define Adjusted EBITDA as net income excluding the impact of non-cash straight-line leasing revenue, non-cash straight-line ground lease expense, non-cash compensation, net loss from extinguishment of debt, other income and expenses, acquisition and new business initiatives related adjustments and expenses, asset impairment and decommission costs, interest income, interest expenses, depreciation, accretion, and amortization, and income taxes.

Management uses Adjusted EBITDA in evaluating, and believes that it is useful to investors in evaluating, the profitability of our operations and to evaluate our performance 1) from period to period and (2) compared to our competitors, by removing the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our financial results. In addition, Adjusted EBITDA is a widely used performance measure across the telecommunications real estate sector and management believes that it allows investors to evaluate our comparative performance without regard to items such as depreciation, amortization and accretion, which can vary across different companies depending upon accounting methods and the book value of assets. Management also believes Adjusted EBITDA is frequently used by investors or other interested parties in the evaluation of REITs. In addition, Adjusted EBITDA is similar to the measure of current financial performance generally used by our lenders to determine compliance with certain covenants under our Senior Credit Agreement and the indentures relating to the 2020 Senior Notes and 2021 Senior Notes. Adjusted EBITDA should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance.

		For the three months ended												Constant
		March 31,						Foreign			Constant			Currency
		2025			2024			Currency Impact			Currency Change			% Change
		(in thousands)
Net income		$	217,906		$	154,543		$	61,737		$	1,626			0.9%
Non-cash straight-line leasing revenue			(1,281)			(4,092)			(62)			2,873			(70.2%)
Non-cash straight-line ground lease expense			(1,668)			(3,383)			(21)			1,736			(51.3%)
Non-cash compensation			15,713			21,469			(160)			(5,596)			(26.1%)
Loss from extinguishment of debt, net			—			4,428			—			(4,428)			(100.0%)
Other (income) expense, net			(32,165)			44,652			(99,512)			22,695			2,396.5%
Acquisition and new business initiatives
related adjustments and expenses			7,379			7,417			(83)			45			0.6%
Asset impairment and decommission costs			37,026			43,648			(1,939)			(4,683)			(10.7%)
Interest income			(10,780)			(7,314)			245			(3,711)			50.7%
Interest expense (1)			117,930			110,122			(19)			7,827			7.1%
Depreciation, accretion, and amortization			65,048			76,750			(2,893)			(8,809)			(11.5%)
Provision for income taxes (2)			42,183			17,172			32,305			(7,294)			(23.2%)
Adjusted EBITDA		$	457,291		$	465,412		$	(10,402)		$	2,281			0.5%

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

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

Adjusted EBITDA decreased $8.1 million for the three months ended March 31, 2025, as compared to the prior year period. On a constant currency basis, Adjusted EBITDA increased $2.3 million. These changes were primarily due to increases in international site leasing segment operating profit and site development segment operating profit, partially offset by an increase in cash selling, general, and administrative expenses and a decrease in domestic site leasing segment operating profit.

LIQUIDITY AND CAPITAL RESOURCES

SBA Communications Corporation (“SBAC”) is a holding company with no business operations of its own. SBAC’s only significant asset is 100% of the outstanding capital stock of SBA Telecommunications, LLC (“Telecommunications”), which is also a holding company that owns equity interests in entities that directly or indirectly own all of our domestic and international towers and assets. We conduct all of our business operations through Telecommunications’ subsidiaries. Accordingly, our only source of cash to pay our obligations, other than financings, is distributions with respect to our ownership interest in our subsidiaries from the net earnings and cash flow generated by these subsidiaries.

A summary of our cash flows is as follows:

		For the three months ended March 31,
		2025			2024
		(in thousands)
Cash provided by operating activities		$	301,175		$	294,453
Cash provided by (used in) investing activities			238,266			(85,310)
Cash used in financing activities			(1,282,135)			(191,412)
Change in cash, cash equivalents, and restricted cash			(742,694)			17,731
Effect of exchange rate changes on cash, cash equiv., and restricted cash			6,143			(4,345)
Cash, cash equivalents, and restricted cash, beginning of period			1,400,657			250,946
Cash, cash equivalents, and restricted cash, end of period		$	664,106		$	264,332

Operating Activities

Cash provided by operating activities was $301.2 million for the three months ended March 31, 2025 as compared to $294.5 million for the three months ended March 31, 2024. The increase was primarily due to increases in cash inflows associated with working capital changes related to the timing of customer payments, increases in interest income and site development operating profit

and a decrease in cash asset impairment and decommission costs, partially offset by a decrease in site leasing segment operating profit and increases in interest expense and cash selling, general, and administrative expenses.

Investing Activities

A detail of our investing activities is as follows:

		For the three months ended March 31,
		2025			2024
		(in thousands)
Acquisitions of towers and related assets		$	(54,183)		$	(10,295)
Land buyouts and other assets (1)			(9,205)			(9,110)
Construction and related costs			(19,775)			(34,782)
Augmentation and tower upgrades			(12,165)			(13,064)
Tower maintenance			(12,340)			(8,858)
General corporate			(1,893)			(1,167)
Purchase of investments			(228,376)			(311,839)
Proceeds from sale of investments			415,840			311,000
Repayment (funding) of loan to unconsolidated joint venture			115,000			(5,500)
Proceeds from sale of assets			40,428			—
Other investing activities			4,935			(1,695)
Net cash provided by (used in) investing activities		$	238,266		$	(85,310)

(1)Excludes $3.2 million and $4.6 million spent to extend ground lease terms for the three months ended March 31, 2025 and 2024, respectively. We recorded these amounts in prepaid expenses and other current assets within the changes in operating assets and liabilities, net of acquisitions section of our Consolidated Statements of Cash Flows.

As of the date of this filing, approximately 6,700 sites related to the previously announced transaction with Millicom International Cellular S.A. (“Millicom”) remain under contract for approximately $925.0 million in cash. The remaining sites under contract have an estimated closing date of September 1, 2025; however, the ultimate closing is dependent upon regulatory approvals and other requirements and may differ from this date. In addition to the Millicom sites, we are under contract to purchase 18 communication sites for an aggregate consideration of $10.0 million in cash. We anticipate that these acquisitions will be closed by the end of the third quarter of 2025.

For 2025, we expect to incur non-discretionary cash capital expenditures associated with tower maintenance and general corporate expenditures of $53.0 million to $63.0 million and discretionary cash capital expenditures, based on current or potential acquisition obligations, planned new tower construction, forecasted tower augmentations, and forecasted ground lease purchases, of $1,255.0 million to $1,275.0 million. We expect to fund these cash capital expenditures from cash on hand, cash flow from operations, and borrowings under the Revolving Credit Facility or new financings. The exact amount of our future cash capital expenditures will depend on a number of factors, including amounts necessary to support our tower portfolio, our new tower build and acquisition programs, and our ground lease purchase program.

Financing Activities

A detail of our financing activities is as follows:

		For the three months ended March 31,
		2025			2024
		(in thousands)
Net repayments under Revolving Credit Facility (1)		$	—		$	15,000
Proceeds from issuance of Term Loans, net of fees (1)			—			2,274,825
Repayment of Term Loans (1)			(5,750)			(2,268,000)
Repayment of Tower Securities (1)			(1,165,000)			—
Repurchase and retirement of common stock (2)			—			(106,157)
Payment of dividends on common stock			(122,275)			(108,135)
Proceeds from employee stock purchase/stock option plans			36,002			17,091
Payments related to taxes on stock options and restricted stock units			(24,288)			(17,800)
Other financing activities			(824)			1,764
Net cash used in financing activities		$	(1,282,135)		$	(191,412)

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

(2)Subsequent to the first quarter of 2025, we repurchased 583 thousand shares of our outstanding Class A common stock for $122.9 million at an average price per share of $210.87 under our existing $1.0 billion stock repurchase plan. Shares repurchased were retired. On April 27, 2025, our Board of Directors authorized a new $1.5 billion stock repurchase plan, replacing the prior plan authorized on October 28, 2021 which had a remaining authorization of $81.8 million. As of the date of this filing, we had $1.5 billion of authorization remaining under the new plan.

Dividends

For the three months ended March 31, 2025, we paid the following cash dividends:

		Payable to Shareholders
		of Record at the Close		Cash Paid		Aggregate Amount
Date Declared		of Business on		Per Share		Paid		Date Paid
February 23, 2025		March 13, 2025		$1.11		$122.3 million (1)		March 27, 2025

(1)Amount reflected includes the payment of $2.4 million in dividend equivalents.

Dividends paid in 2025 were ordinary taxable dividends.

Subsequent to March 31, 2025, we declared the following cash dividends:

		Payable to Shareholders		Cash to
		of Record at the Close		be Paid
Date Declared		of Business on		Per Share		Date to be Paid
April 27, 2025		May 22, 2025		$1.11		June 17, 2025

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 that meet our return criteria, and then stock repurchases when we believe our stock price is below its intrinsic value. The actual amount, timing, and frequency of future dividends will be at the sole discretion of our Board of Directors and will be declared based upon various factors, many of which are beyond our control.

Registration Statements

We have on file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-4 registering shares of Class A common stock that we may issue in connection with the acquisition of wireless communication towers or antenna sites and related assets or companies who own wireless communication towers, antenna sites, or related assets. During the

three months ended March 31, 2025, we did not issue any shares of Class A common stock under this registration statement. As of March 31, 2025, we had approximately 1.2 million shares of Class A common stock remaining under this registration statement.

We have on file with the Commission an automatic shelf registration statement for well-known seasoned issuers on Form S-3ASR, which enables us to issue shares of our Class A common stock, preferred stock, debt securities, warrants, or depositary shares as well as units that include any of these securities. We will file a prospectus supplement containing the amount and type of securities each time we issue securities under our automatic shelf registration statement on Form S-3ASR. During the three months ended March 31, 2025, we did not issue any securities under our automatic shelf registration statement.

Debt Instruments and Debt Service Requirements

Senior Credit Agreement

As of March 31, 2025, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.

Revolving Credit Facility under the Senior Credit Agreement

The key terms of the Revolving Credit Facility are as follows:

				Unused
		Interest Rate		Commitment
		as of		Fee as of
		March 31, 2025 (1)		March 31, 2025 (2)
Revolving Credit Facility		5.405%		0.140%

(1)The rate reflected includes a 0.050% reduction in the applicable spread as a result of meeting certain sustainability-linked targets as of December 31, 2024.

(2)The rate reflected includes a 0.010% reduction in the applicable commitment fee as a result of meeting certain sustainability-linked targets as of December 31, 2024.

The table below summarizes our Revolving Credit Facility activity during the three months ended March 31, 2025 and 2024:

		For the three months
		ended March 31,
		2025			2024
		(in thousands)
Beginning outstanding balance		$	—		$	180,000
Borrowings			—			125,000
Repayments			—			(110,000)
Ending outstanding balance		$	—		$	195,000

Subsequent to March 31, 2025, we made no borrowings from the Revolving Credit Facility.

Term Loan under the Senior Credit Agreement

2024 Term Loan

During the three months ended March 31, 2025, we repaid an aggregate of $5.75 million of principal on the 2024 Term Loan. As of March 31, 2025, the 2024 Term Loan had a principal balance of $2.3 billion.

Secured Tower Revenue Securities

Tower Revenue Securities Terms

As of March 31, 2025, we, through the Trust, had issued and outstanding an aggregate of $7.2 billion of Secured Tower Revenue Securities (“Tower Securities”). The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of certain of our subsidiaries that are borrowers on the mortgage loan (the “Borrowers”) under which there is a loan tranche for each Tower Security outstanding with the same interest rate and maturity date as the corresponding Tower Security. The mortgage loan will be paid from the operating cash flows from the aggregate 9,514 tower sites owned by the Borrowers as of March 31, 2025. The mortgage loan is secured by (1) mortgages, deeds of trust, and deeds to secure debt on a substantial portion of the tower sites, (2) a security interest in the tower sites and substantially all of the Borrowers’ personal property and fixtures, (3) the Borrowers’ rights under certain tenant leases, and (4) all of the proceeds of the foregoing. For each calendar month, SBA Network Management, Inc., an indirect subsidiary (“Network Management”), is entitled to receive a management fee equal to 4.5% of the Borrowers’ operating revenues for the immediately preceding calendar month.

The table below sets forth the material terms of our outstanding Tower Securities as of March 31, 2025:

Security		Issue Date			Amount Outstanding‎(in millions)			Interest****‎ Rate (1)			Anticipated Repayment Date			Final Maturity Date
2020-1C Tower Securities		Jul. 14, 2020			$750.0			1.884%			Jan. 9, 2026			Jul. 11, 2050
2020-2C Tower Securities		Jul. 14, 2020			$600.0			2.328%			Jan. 11, 2028			Jul. 9, 2052
2021-1C Tower Securities		May 14, 2021			$1,165.0			1.631%			Nov. 9, 2026			May 9, 2051
2021-2C Tower Securities		Oct. 27, 2021			$895.0			1.840%			Apr. 9, 2027			Oct. 10, 2051
2021-3C Tower Securities		Oct. 27, 2021			$895.0			2.593%			Oct. 9, 2031			Oct. 10, 2056
2022-1C Tower Securities		Nov. 23, 2022			$850.0			6.599%			Jan. 11, 2028			Nov. 9, 2052
2024-1C Tower Securities		Oct. 11, 2024			$1,450.0			4.831%			Oct. 9, 2029			Oct. 8, 2054
2024-2C Tower Securities (2)		Oct. 11, 2024			$620.0			4.654%			Oct. 8, 2027			Oct. 8, 2054

(1)Interest paid monthly.

(2)The interest rate reflected is the all-in fixed rate which includes the impact of our treasury lock agreement entered on September 11, 2024. The treasury lock agreement fixed the three-year treasury rate at 3.3985% for $620.0 million of notional value related to the 2024-2C Tower Securities issued on October 11, 2024. Excluding the impact of the treasury lock agreement, the 2024-2C Tower Securities accrue interest at 5.115%.

Risk Retention Tower Securities

The table below sets forth the material terms of our outstanding Risk Retention Tower Securities as of March 31, 2025:

Security		Issue Date			Amount Outstanding‎(in millions)			Interest****‎ Rate (1)			Anticipated Repayment Date			Final Maturity Date
2020-2R Tower Securities		Jul. 14, 2020			$71.1			4.336%			Jan. 11, 2028			Jul. 9, 2052
2021-1R Tower Securities		May 14, 2021			$61.4			3.598%			Nov. 9, 2026			May 9, 2051
2021-3R Tower Securities		Oct. 27, 2021			$94.3			4.090%			Oct. 9, 2031			Oct. 10, 2056
2022-1R Tower Securities		Nov. 23, 2022			$44.8			7.870%			Jan. 11, 2028			Nov. 9, 2052
2024-1R Tower Securities		Oct. 11, 2024			$108.7			6.252%			Oct. 9, 2029			Oct. 8, 2054

(1)Interest paid monthly.

To satisfy certain risk retention requirements of Regulation RR promulgated under the Exchange Act, SBA Guarantor, LLC, a wholly owned subsidiary, purchased the Risk Retention Tower Securities. Principal and interest payments made on the 2020-2R Tower Securities, 2021-1R Tower Securities, 2021-3R Tower Securities, 2022-1R Tower Securities, and 2024-1R Tower Securities eliminate in consolidation.

Debt Covenants

As of March 31, 2025, the Borrowers met the debt service coverage ratio required by the mortgage loan agreement and were in compliance with all other covenants as set forth in the agreement.

Senior Notes

The table below sets forth the material terms of our outstanding senior notes as of March 31, 2025:

Senior Notes		Issue Date		Amount Outstanding‎(in millions)		Interest Rate Coupon		Maturity Date		Interest Due Dates		Optional Redemption Date
2020 Senior Notes		Feb. 4, 2020		$1,500.0		3.875%		Feb. 15, 2027		Feb. 15 & Aug. 15		Feb. 15, 2025
2021 Senior Notes		Jan. 29, 2021		$1,500.0		3.125%		Feb. 1, 2029		Feb. 1 & Aug. 1		Feb. 1, 2025

Each of our senior notes is subject to redemption, at our option, in whole or in part on or after the date set forth above. We may redeem each of the senior notes during the time periods and at the redemption prices set forth in the indentures.

Debt Service

As of March 31, 2025, we believe that our cash on hand, capacity available under our Revolving Credit Facility, and cash flows from operations for the next twelve months will be sufficient to service our outstanding debt during the next twelve months.

The following table illustrates our estimate of our debt service requirement over the next twelve months ended March 31, 2026 based on the amounts outstanding as of March 31, 2025 and the interest rates accruing on those amounts on such date:

		(in thousands)
Revolving Credit Facility (1)		$	2,800
2024 Term Loan (2)			143,142
2020-1C Tower Securities			761,292
2020-2C Tower Securities			14,159
2021-1C Tower Securities			19,371
2021-2C Tower Securities			16,752
2021-3C Tower Securities			23,491
2022-1C Tower Securities			56,362
2024-1C Tower Securities			70,510
2024-2C Tower Securities			29,052
2020 Senior Notes			58,125
2021 Senior Notes			46,875
Total debt service for the next 12 months		$	1,241,931

(1)As of March 31, 2025, no amount was outstanding under the Revolving Credit Facility. Subsequent to March 31, 2025, we made no borrowings under the Revolving Credit Facility.

(2)Total debt service on the 2024 Term Loan (as amended on October 2, 2024) includes the impact of the interest rate swaps which collectively swap $2.0 billion of notional value accruing interest at Term SOFR plus 175 basis points for a blended all-in fixed rate of 5.165%.

Inflation

The impact of inflation on our operations has not been material to date. However, the impact of higher interest rates has impacted, and is expected to continue to impact, our growth rate and future operating results. Higher interest rates have impacted, and are expected to continue to impact, the ability and willingness of wireless service providers to incur capital expenditures at prior levels to expand their networks, which could adversely affect our future revenue growth rates. In addition, increased interest rates may adversely affect our costs to refinance our indebtedness at maturity. In addition, persistent high rates of inflation could adversely affect our future operating results particularly in light of the fact that our site leasing revenues are governed by long-term contracts with pre-determined pricing that we will not be able to increase in response to increases in inflation other than our contracts in South America and Africa, which have inflationary index-based rent escalators.