SBA Communications 10-Q 2026-03-31

Filed 2026-05-05. 7 sections, 156K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2026

OR

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

For the transition period from __________ to __________

Commission file number: 001-16853

SBA COMMUNICATIONS CORPORATION

(Exact name of Registrant as specified in its charter)

Florida65-0716501
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)
8051 Congress Avenue
Boca Raton**,** Florida33487
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code (561) 995-7670

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Class A Common Stock, $0.01 par value per shareSBACThe NASDAQ Stock Market LLC
(NASDAQ Global Select Market)

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

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

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

Large Accelerated FilerxAccelerated Filer¨
Non-Accelerated Filer¨Smaller Reporting Company¨
Emerging Growth Company¨

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

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

Indicate the number of shares outstanding of each issuer’s classes of common stock, as of the latest practicable date: 106,063,017 shares of Class A common stock as of April 22, 2026.

Table of Contents

Page
PART I – FINANCIAL INFORMATION
Item 1.Financial Statements
Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 20251
Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2026 and 20252
Consolidated Statements of Comprehensive Income (unaudited) for the three months ended March 31, 2026 and 20253
Consolidated Statement of Shareholders’ Deficit (unaudited) for the three months ended March 31, 2026 and 20254
Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2026 and 20255
Condensed Notes to Consolidated Financial Statements (unaudited)7
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations21
Item 3.Quantitative and Qualitative Disclosures About Market Risk33
Item 4.Controls and Procedures36
PART II – OTHER INFORMATION
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds36
Item 5.Other Information37
Item 6.Exhibits37
SIGNATURES38

PART I – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (in thousands, except par values)

March 31,December 31,
20262025
ASSETS(unaudited)
Current assets:
Cash and cash equivalents$269,064$264,568
Restricted cash58,773167,804
Accounts receivable, net161,474171,256
Costs and estimated earnings in excess of billings on uncompleted contracts23,32628,152
Prepaid expenses and other current assets254,856141,651
Total current assets767,493773,431
Property and equipment, net3,415,9363,401,799
Intangible assets, net2,880,0402,882,117
Operating lease right-of-use assets, net2,678,7152,540,229
Acquired and other right-of-use assets, net1,332,4531,325,443
Other assets646,207651,993
Total assets$11,720,844$11,575,012
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS,
AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable$63,549$73,034
Accrued expenses85,44493,502
Current maturities of long-term debt2,683,5311,935,802
Deferred revenue103,650117,309
Accrued interest38,75365,036
Current lease liabilities304,960299,604
Other current liabilities65,80394,014
Total current liabilities3,345,6902,678,301
Long-term liabilities:
Long-term debt, net10,276,20010,964,466
Long-term lease liabilities2,151,3672,119,258
Other long-term liabilities613,488588,244
Total long-term liabilities13,041,05513,671,968
Redeemable noncontrolling interests85,74478,262
Shareholders' deficit:
Preferred stock - par value $0.01, 30,000 shares authorized, no shares issued or outstanding——
Common stock - Class A, par value $0.01, 400,000 shares authorized, 106,063 shares and
105,666 shares issued and outstanding at March 31, 2026 and December 31, 2025,
respectively1,0611,057
Additional paid-in capital3,084,8833,059,427
Accumulated deficit(7,200,856)(7,249,905)
Accumulated other comprehensive loss, net(636,733)(664,098)
Total shareholders' deficit(4,751,645)(4,853,519)
Total liabilities, redeemable noncontrolling interests, and shareholders' deficit$11,720,844$11,575,012

The accompanying condensed notes are an integral part of these consolidated financial statements.

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited) (in thousands, except per share amounts)

For the three months
ended March 31,
20262025
Revenues:
Site leasing$656,149$616,209
Site development47,28948,039
Total revenues703,438664,248
Operating expenses:
Cost of revenues (exclusive of depreciation, accretion,
and amortization shown below):
Cost of site leasing131,912115,478
Cost of site development39,42438,188
Selling, general, and administrative expenses (1)70,54866,219
Acquisition and new business initiatives related
adjustments and expenses8,0907,379
Asset impairment and decommission costs29,30037,026
Depreciation, accretion, and amortization81,31665,048
Total operating expenses360,590329,338
Operating income342,848334,910
Other income (expense):
Interest income5,20710,780
Interest expense(128,529)(104,148)
Non-cash interest expense(772)(8,348)
Amortization of deferred financing fees(5,259)(5,434)
Other income, net22,51932,165
Total other expense, net(106,834)(74,985)
Income before income taxes236,014259,925
Provision for income taxes(51,112)(42,019)
Net income184,902217,906
Net (gain) loss attributable to noncontrolling interests(72)2,826
Net income attributable to SBA Communications
Corporation$184,830$220,732
Net income per common share attributable to SBA
Communications Corporation:
Basic$1.75$2.05
Diluted$1.74$2.04
Weighted-average number of common shares
Basic105,815107,744
Diluted106,111108,140

(1)Includes non-cash compensation of $18,286 and $15,075 for the three months ended March 31, 2026 and 2025, respectively.

The accompanying condensed notes are an integral part of these consolidated financial statements.

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited) (in thousands)

For the three months
ended March 31,
20262025
Net income$184,902$217,906
Adjustments related to interest rate swaps11,106(34,860)
Foreign currency translation adjustments15,54357,591
Comprehensive income211,551240,637
Comprehensive loss attributable to noncontrolling interests6443,758
Comprehensive income attributable to SBA
Communications Corporation$212,195$244,395

The accompanying condensed notes are an integral part of these consolidated financial statements.

‎

SBA COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS**’ DEFICIT**

(unaudited) (in thousands)

Accumulated
Class AAdditionalOtherTotal
Common StockPaid-InAccumulatedComprehensiveShareholders'
SharesAmountCapitalDeficitLoss, NetDeficit
BALANCE, December 31, 2025105,666$1,057$3,059,427$(7,249,905)$(664,098)$(4,853,519)
Net income attributable to SBA
Communications Corporation———184,830—

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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, and Africa. Our primary business line is our site leasing business, which contributed 98.5% of our total segment operating profit for the three months ended March 31, 2026. 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, 2026, we owned 46,358 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, and Africa. As of March 31, 2026, 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, 2026. In addition, as of March 31, 2026, approximately 30% and 10% of our total towers are located in Brazil and Guatemala, respectively, 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 (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 (primarily 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 typically either (1) contain specific annual rent escalators or (2) escalate annually in accordance with an inflationary index. As of March 31, 2026, approximately 70% 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, Honduras, Nicaragua, and Panama, substantially 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, Chile, and South Africa, 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 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 of our Consolidated Financial Statements included in this quarterly report.

For the three months ended
Segment operating profit as a percentage ofMarch 31,
total operating profit20262025
Domestic site leasing71.3%76.9%
International site leasing27.2%21.2%
Total site leasing98.5%98.1%

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 prior to the end of its term) 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 minutes of network use and data transfer, network expansion, and network coverage requirements.

During the remainder of 2026, we expect core leasing revenue to increase over 2025 levels, on a currency neutral basis, due in part to wireless carriers deploying additional capacity and increasing geographical coverage, the full year impact of towers acquired and built during 2025 and 2026, and the revenues from towers expected to be acquired and built during the remainder of 2026, partially offset by increased churn primarily driven by Sprint and EchoStar. 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. 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.

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.

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, 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. 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 to the extent that opportunities meet our internal return on invested capital criteria and through the construction of new towers.

Stock Repurchase Program. We currently utilize stock repurchases as part of our capital allocation policy. 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 of our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025. 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, 2026 Compared to Three Months Ended March 31, 2025

Revenues and Segment Operating Profit:

For the three months endedConstant
March 31,ForeignConstantCurrency
20262025Currency ImpactCurrency Change% Change
Revenues(in thousands)
Domestic site leasing$450,301$460,994$—$(10,693)(2.3%)
International site leasing205,848155,21512,20238,43124.8%
Site development47,28948,039—(750)(1.6%)
Total$703,438$664,248$12,202$26,9884.1%
Cost of Revenues
Domestic site leasing$70,621$68,272$—$2,3493.4%
International site leasing61,29147,2063,98810,09721.4%
Site development39,42438,188—1,2363.2%
Total$171,336$153,666$3,988$13,6828.9%
Operating Profit
Domestic site leasing$379,680$392,722$—$(13,042)(3.3%)
International site leasing144,557108,0098,21428,33426.2%
Site development7,8659,851—(1,986)(20.2%)

Revenues

Domestic site leasing revenues decreased $10.7 million for the three months ended March 31, 2026, as compared to the prior year, primarily due to Sprint, EchoStar, and other lease non-renewals, partially offset by (1) organic site leasing growth from new leases, amendments, and contractual rent escalators and (2) revenues from 23 towers acquired and 31 towers built since January 1, 2025.

International site leasing revenues increased $50.6 million for the three months ended March 31, 2026, as compared to the prior year. On a constant currency basis, international site leasing revenues increased $38.4 million. These changes were primarily due to (1) revenues from 7,133 towers acquired (including 7,110 towers related to the Millicom transaction) and 525 towers built since January 1, 2025, (2) organic site leasing growth from new leases, amendments, and contractual escalators, and (3) increases in non-cash straight line revenue and reimbursable pass-through expenses, partially offset by lease non-renewals and tower divestitures. Site leasing revenue in Brazil represented 13.5% of total site leasing revenue for the period. No other individual international market represented more than 5% of our total site leasing revenue.

Operating Profit

Domestic site leasing segment operating profit decreased $13.0 million for the three months ended March 31, 2026, as compared to the prior year, primarily due to Sprint, EchoStar, and other lease non-renewals.

International site leasing segment operating profit increased $36.5 million for the three months ended March 31, 2026, as compared to the prior year. On a constant currency basis, international site leasing segment operating profit increased $28.3 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, 2025.

Site development segment operating profit decreased $2.0 million for the three months ended March 31, 2026, as compared to the prior year, as a result of an increase in construction costs and decreased carrier activity. ‎

‎

Selling, General, and Administrative Expenses:

For the three months endedConstant
March 31,ForeignConstantCurrency
20262025Currency ImpactCurrency Change% Change
(in thousands)
Domestic site leasing$31,357$31,007$—$3501.1%
International site leasing18,30917,424935(50)(0.3%)
Total site leasing$49,666$48,431$935$3000.6%
Site development3,5793,215—36411.3%
Other17,30314,573—2,73018.7%
Total$70,548$66,219$935$3,3945.1%

Selling, general, and administrative expenses increased $4.3 million for the three months ended March 31, 2026, as compared to the prior year. On a constant currency basis, selling, general, and administrative expenses increased $3.4 million. These changes were driven primarily by increases in non-cash compensation expense and personnel and other support related costs (as a result of our increased presence in certain markets and entrance into Honduras), partially offset by lower costs associated with our market divestitures since January 1, 2025 and a reduction in bad debt expense.

Asset Impairment and Decommission Costs:

For the three months endedConstant
March 31,ForeignConstantCurrency
20262025Currency ImpactCurrency Change% Change
(in thousands)
Domestic site leasing$26,971$15,164$—$11,80777.9%
International site leasing2,13121,318216(19,403)(91.0%)
Total site leasing$29,102$36,482$216$(7,596)(20.8%)
Site development198——198—%
Other—544—(544)(100.0%)
Total$29,300$37,026$216$(7,942)(21.4%)

Domestic asset impairment and decommission costs increased $11.8 million for the three months ended March 31, 2026, as compared to the prior year. This change was primarily as a result of increases 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 (due in part to Sprint related churn) and in tower and equipment related decommission costs.

International asset impairment and decommission costs decreased $19.2 million for the three months ended March 31, 2026, as compared to the prior year. On a constant currency basis, international asset impairment and decommission costs decreased $19.4 million. These changes were primarily as a result of decreases 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 (primarily in Brazil) and in tower and equipment related decommission costs.

Depreciation, Accretion, and Amortization Expense:

For the three months endedConstant
March 31,ForeignConstantCurrency
20262025Currency ImpactCurrency Change% Change
(in thousands)
Domestic site leasing$37,618$36,744$—$8742.4%
International site leasing41,15425,5232,15913,47252.8%
Total site leasing$78,772$62,267$2,159$14,34623.0%
Site development903857—465.4%
Other1,6411,924—(283)(14.7%)
Total$81,316$65,048$2,159$14,10921.7%

Depreciation, accretion, and amortization expense increased $16.3 million for the three months ended March 31, 2026, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense increased $14.1 million.

These changes were primarily due to an increase in the number of towers we acquired and built since January 1, 2025 (including 7,110 towers acquired related to the Millicom transaction), partially offset by the impact of assets that became fully depreciated since the prior year period.

Operating Income (Expense):

For the three months endedConstant
March 31,ForeignConstantCurrency
20262025Currency ImpactCurrency Change% Change
(in thousands)
Domestic site leasing$278,204$303,946$—$(25,742)(8.5%)
International site leasing80,40342,2264,80833,36979.0%
Total site leasing$358,607$346,172$4,808$7,6272.2%
Site development3,1855,779—(2,594)(44.9%)
Other(18,944)(17,041)—(1,903)11.2%
Total$342,848$334,910$4,808$3,1300.9%

Domestic site leasing operating income decreased $25.7 million for the three months ended March 31, 2026, as compared to the prior year, primarily due to lower segment operating profit and an increase in asset impairment and decommission costs.

International site leasing operating income increased $38.2 million for the three months ended March 31, 2026, as compared to the prior year. On a constant currency basis, international site leasing operating income increased $33.4 million. These changes were primarily due to higher segment operating profit and a decrease in asset impairment and decommission costs, partially offset by an increase in depreciation, accretion, and amortization expense.

Site development operating income decreased $2.6 million for the three months ended March 31, 2026, as compared to the prior year, primarily due to lower segment operating profit driven by an increase in construction costs and decreased carrier activity.

Other operating expense, net increased $1.9 million for the three months ended March 31, 2026, as compared to the prior year, primarily due to an increase in selling, general, and administrative expenses.

Other Income (Expense):

For the three months endedConstant
March 31,ForeignConstantCurrency
20262025Currency ImpactCurrency Change% Change
(in thousands)
Interest income$5,207$10,780$205$(5,778)(53.6%)
Interest expense(128,529)(104,148)(6)(24,375)23.4%
Non-cash interest expense(772)(8,348)—7,576(90.8%)
Amortization of deferred financing fees(5,259)(5,434)—175(3.2%)
Other income, net22,51932,165(36,604)26,958(126.0%)
Total$(106,834)$(74,985)$(36,405)$4,556(3.5%)

Interest income decreased $5.6 million for the three months ended March 31, 2026, as compared to the prior year. On a constant currency basis, interest income decreased $5.8 million. These changes were primarily due to a lower amount of interest-bearing deposits held as compared to the prior year and a decrease in interest received on a loan to an unconsolidated joint venture as the loan was repaid on March 21, 2025.

Interest expense increased $24.4 million for the three months ended March 31, 2026, as compared to the prior year. This change was primarily due a higher average principal amount of our cash-interest bearing debt accruing interest at a higher weighted-average interest rate as compared to the prior year. The higher weighted-average interest rate experienced during the current year period was primarily due to the higher blended rate of the interest rate swap agreements which replaced the previous swap on March 31, 2025 and the impact from the repayment of the 2020-1C Tower Securities on January 9, 2026 using borrowings from the Revolving Credit Facility which accrue interest at a higher rate.

Non-cash interest expense decreased $7.6 million for the three months ended March 31, 2026, as compared to the prior year. This change was primarily due to lower amortization of accumulated losses related to our interest rate swaps de-designated as cash flow hedges which reached their term end date in 2025.

Other income, net includes a $16.3 million gain on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries for the three months ended March 31, 2026. The prior year period included a $54.6 million gain on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries and an $18.8 million loss on sale of assets (which is inclusive of a $28.9 million non-cash adjustment to realize previously unrecognized accumulated currency translation adjustments arising from the sales of our Philippines and Colombia operations).

P****rovision for Income Taxes:

For the three months endedConstant
March 31,ForeignConstantCurrency
20262025Currency ImpactCurrency Change% Change
(in thousands)
Provision for income taxes$(51,112)$(42,019)$10,905$(19,998)84.7%

Provision for income taxes increased $9.1 million for the three months ended March 31, 2026, as compared to the prior year. On a constant currency basis, provision for income taxes increased $20.0 million primarily due to increases in deferred withholding taxes and current taxes, partially offset by a decrease in foreign deferred taxes.

Net Income:

For the three months endedConstant
March 31,ForeignConstantCurrency
20262025Currency ImpactCurrency Change% Change
(in thousands)
Net income$184,902$217,906$(20,692)$(12,312)(6.7%)

Net income decreased $33.0 million for the three months ended March 31, 2026, as compared to the prior year. On a constant currency basis, net income decreased $12.3 million. These changes were primarily due to the factors described above.

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 endedConstant
March 31,ForeignConstantCurrency
20262025Currency ImpactCurrency Change% Change
(in thousands)
Net income$184,902$217,906$(20,692)$(12,312)(6.7%)
Non-cash straight-line leasing revenue(5,515)(1,281)331(4,565)356.4%
Non-cash straight-line ground lease expense257(1,668)431,882(112.8%)
Non-cash compensation18,93615,7131513,07219.6%
Other income, net(22,519)(32,165)36,604(26,958)(126.0%)
Acquisition and new business initiatives
related adjustments and expenses8,0907,379966158.3%
Asset impairment and decommission costs29,30037,026216(7,942)(21.4%)
Interest income(5,207)(10,780)(205)5,778(53.6%)
Interest expense (1)134,560117,930616,62414.1%
Depreciation, accretion, and amortization81,31665,0482,15914,10921.7%
Provision for income taxes (2)51,26842,183(10,903)19,98884.1%
Adjusted EBITDA$475,388$457,291$7,806$10,2912.3%

(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 increased $18.1 million for the three months ended March 31, 2026, as compared to the prior year period. On a constant currency basis, Adjusted EBITDA increased $10.3 million. These changes were primarily due to an increase in international site leasing segment operating profit, partially offset by decreases in domestic site leasing segment operating profit and site development segment operating profit and an increase in cash selling, general, and administrative expenses.

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.

Our capital allocation policy, which is built upon predictable strong cash flows, continues to prioritize opportunistically investment in quality assets, through acquisitions to the extent there are opportunities that meet our return criteria and through the construction of new towers, then stock 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.

‎

A summary of our cash flows is as follows:

For the three months ended March 31,
20262025
(in thousands)
Cash provided by operating activities$255,085$301,175
Cash (used in) provided by investing activities(296,771)238,266
Cash used in financing activities(69,614)(1,282,135)
Change in cash, cash equivalents, and restricted cash(111,300)(742,694)
Effect of exchange rate changes on cash, cash equiv., and restricted cash6,7916,143
Cash, cash equivalents, and restricted cash, beginning of period437,0211,400,657
Cash, cash equivalents, and restricted cash, end of period$332,512$664,106

Operating Activities

Cash provided by operating activities was $255.1 million for the three months ended March 31, 2026 as compared to $301.2 million for the three months ended March 31, 2025. The decrease was primarily due to increases in cash outflows associated with working capital changes related to the timing of tax and customer payments, increases in interest expense and cash selling, general, and administrative expenses and decreases in domestic site leasing segment operating profit and site development segment operating profit. The decrease was partially offset by increases in international site leasing segment operating profit.

Investing Activities

A detail of our investing activities is as follows:

For the three months ended March 31,
20262025
(in thousands)
Acquisitions of towers and related assets$(132,199)$(54,183)
Land buyouts and other assets (1)(11,297)(9,205)
Construction and related costs(25,533)(19,775)
Augmentation and tower upgrades(10,141)(12,165)
Tower maintenance(11,254)(12,340)
General corporate(1,469)(1,893)
Purchase of investments(725,129)(228,376)
Proceeds from sale of investments618,000415,840
Repayment of loan from unconsolidated joint venture—115,000
Proceeds from sale of assets2,17640,428
Other investing activities754,935
Net cash (used in) provided by investing activities$(296,771)$238,266

(1)Excludes $2.0 million and $3.2 million spent to extend ground lease terms for the three months ended March 31, 2026 and 2025, respectively. We recorded these amounts in prepaid expenses and other 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, we, subsequent to quarter end, purchased or are under contract to purchase 56 communication sites for an aggregate consideration of $36.9 million in cash. We anticipate that these acquisitions will be closed by the end of the third quarter of 2026.

For 2026, we expect to incur non-discretionary cash capital expenditures associated with tower maintenance and general corporate expenditures of $67.0 million to $77.0 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 $430.0 million to $450.0 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,
20262025
(in thousands)
Net borrowings under Revolving Credit Facility (1)$810,000$—
Repayment of Term Loans (1)(5,750)(5,750)
Repayment of Tower Securities (1)(750,000)(1,165,000)
Payment of dividends on common stock(135,195)(122,275)
Proceeds from employee stock purchase/stock option plans34,01736,002
Payments related to taxes on stock options and restricted stock units(19,615)(24,288)
Other financing activities(3,071)(824)
Net cash used in financing activities$(69,614)$(1,282,135)

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

Dividends

For the three months ended March 31, 2026, we paid the following cash dividends:

Payable to Shareholders
of Record at the CloseCash PaidAggregate Amount
Date Declaredof Business onPer SharePaidDate Paid
February 25, 2026March 13, 2026$1.25$135.2 million (1)March 27, 2026

(1)Amount reflected includes the payment of $2.6 million in dividend equivalents.

Dividends paid in 2026 were ordinary taxable dividends.

Subsequent to March 31, 2026, we declared the following cash dividends:

Payable to ShareholdersCash to
of Record at the Closebe Paid
Date Declaredof Business onPer ShareDate to be Paid
April 28, 2026May 22, 2026$1.25June 17, 2026

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. 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, 2026, we did not issue any shares of Class A common stock under this registration statement. As of March 31, 2026, 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, 2026, 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, 2026, 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 RateCommitment
as ofFee as of
March 31, 2026 (1)March 31, 2026 (2)
Revolving Credit Facility4.755%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, 2025.

(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, 2025.

The table below summarizes our Revolving Credit Facility activity during the three months ended March 31, 2026 and 2025:

For the three
ended March 31,
20262025
(in thousands)
Beginning outstanding balance$475,000$—
Borrowings900,000—
Repayments(90,000)—
Ending outstanding balance$1,285,000$—

Subsequent to March 31, 2026, we repaid $205.0 million under the Revolving Credit Facility, and as of the date of this filing, $1.1 billion was outstanding.

Term Loan under the Senior Credit Agreement

2024 Term Loan

During the three months ended March 31, 2026, we repaid an aggregate of $5.8 million of principal on the 2024 Term Loan. As of March 31, 2026, the 2024 Term Loan had a principal balance of $2.3 billion.

Secured Tower Revenue Securities

Tower Revenue Securities Terms

As of March 31, 2026, we, through a New York common law trust (“the Trust”), had issued and outstanding an aggregate of $6.5 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 8,623 tower sites owned by the Borrowers as of March 31, 2026. 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.

On January 9, 2026, we repaid the entire aggregate principal amount of the 2020-1C Tower Securities ($750.0 million) using borrowings from the Revolving Credit Facility. The table below sets forth the material terms of our outstanding Tower Securities as of March 31, 2026:

SecurityIssue DateAmount Outstanding‎(in millions)Interest****‎ Rate (1)Anticipated Repayment DateFinal Maturity Date
2020-2C Tower SecuritiesJul. 14, 2020$600.02.328%Jan. 11, 2028Jul. 9, 2052
2021-1C Tower SecuritiesMay 14, 2021$1,165.01.631%Nov. 9, 2026May 9, 2051
2021-2C Tower SecuritiesOct. 27, 2021$895.01.840%Apr. 9, 2027Oct. 10, 2051
2021-3C Tower SecuritiesOct. 27, 2021$895.02.593%Oct. 9, 2031Oct. 10, 2056
2022-1C Tower SecuritiesNov. 23, 2022$850.06.599%Jan. 11, 2028Nov. 9, 2052
2024-1C Tower SecuritiesOct. 11, 2024$1,450.04.831%Oct. 9, 2029Oct. 8, 2054
2024-2C Tower Securities (2)Oct. 11, 2024$620.04.654%Oct. 8, 2027Oct. 8, 2054

(1)Interest paid monthly.

(2)The interest rate reflected is the all-in fixed rate which includes the impact of the treasury lock agreement entered on September 11, 2024 which settled upon issuance of the notes. 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, 2026:

SecurityIssue DateAmount Outstanding‎(in millions)Interest****‎ Rate (1)Anticipated Repayment DateFinal Maturity Date
2020-2R Tower Securities (2)Jul. 14, 2020$31.64.336%Jan. 11, 2028Jul. 9, 2052
2021-1R Tower SecuritiesMay 14, 2021$61.43.598%Nov. 9, 2026May 9, 2051
2021-3R Tower SecuritiesOct. 27, 2021$94.34.090%Oct. 9, 2031Oct. 10, 2056
2022-1R Tower SecuritiesNov. 23, 2022$44.87.870%Jan. 11, 2028Nov. 9, 2052
2024-1R Tower SecuritiesOct. 11, 2024$108.76.252%Oct. 9, 2029Oct. 8, 2054

(1)Interest paid monthly.

(2)On January 30, 2026, we repaid $39.5 million of the principal amount of the 2020-2R Tower Securities. The remaining balance of the 2020-2R Tower Securities is $31.6 million.

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, 2026, 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, 2026:

Senior NotesIssue DateAmount Outstanding‎(in millions)Interest Rate CouponMaturity DateInterest Due Dates
2020 Senior NotesFeb. 4, 2020$1,500.03.875%Feb. 15, 2027Feb. 15 & Aug. 15
2021 Senior NotesJan. 29, 2021$1,500.03.125%Feb. 1, 2029Feb. 1 & Aug. 1

Each of our senior notes is subject to redemption, at our option, in whole or in part. 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, 2026, 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, 2027 based on the amounts outstanding as of March 31, 2026 and the interest rates accruing on those amounts on such date:

(in thousands)
Revolving Credit Facility (1)$62,103
2024 Term Loan (2)140,067
2020-2C Tower Securities14,159
2021-1C Tower Securities (3)1,181,749
2021-2C Tower Securities16,752
2021-3C Tower Securities23,491
2022-1C Tower Securities56,362
2024-1C Tower Securities70,510
2024-2C Tower Securities29,052
2020 Senior Notes1,558,125
2021 Senior Notes46,875
Total debt service for the next 12 months$3,199,245

(1)As of March 31, 2026, $1.3 billion was outstanding under the Revolving Credit Facility. Subsequent to March 31, 2026, we repaid $205.0 million under the Revolving Credit Facility, and as of the date of this filing, $1.1 billion was outstanding.

(2)Total debt service on the 2024 Term Loan reflects a blended rate of 5.194%, which includes the impact of the interest rate swaps. Excluding the impact of the interest rate swaps, the 2024 Term Loan was accruing interest at 5.420% as of March 31, 2026.

(3)Amount includes $1.165 billion of outstanding debt on the 2021-1C Tower Securities based on the anticipated repayment date of November 9, 2026; however, we are not required to pay the balance until the final maturity date of May 9, 2051.

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.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain market risks that are inherent in our financial instruments. These instruments arise from transactions entered into in the normal course of business.

The following table presents the future principal payment obligations and fair values associated with our long-term debt instruments assuming our actual level of long-term indebtedness as of March 31, 2026:

20262027202820292030ThereafterTotalFair Value
(in thousands)
Revolving Credit Facility$—$—$—$1,285,000$—$—$1,285,000$1,285,000
2024 Term Loan17,25023,00023,00023,00023,0002,144,7502,254,0002,259,635
2020-2C Tower Securities (1)——600,000———600,000579,240
2021-1C Tower Securities (1)1,165,000—————1,165,0001,004,929
2021-2C Tower Securities (1)—895,000————895,000871,999
2021-3C Tower Securities (1)—————895,000895,000676,889
2022-1C Tower Securities (1)——850,000———850,000868,445
2024-1C Tower Securities (1)———1,450,000——1,450,0001,448,260
2024-2C Tower Securities (1)—620,000————620,000621,922
2020 Senior Notes—1,500,000————1,500,0001,486,890
2021 Senior Notes———1,500,000——1,500,0001,425,000
Total debt obligation$1,182,250$3,038,000$1,473,000$4,258,000$23,000$3,039,750$13,014,000$12,528,209

(1)For information on the anticipated repayment date and final maturity date for each tower security, refer to “Debt Instruments and Debt Service Requirements” above.

Our current primary market risk exposure is (1) interest rate risk relating to our ability to refinance our debt at commercially reasonable rates, if at all, and (2) interest rate risk relating to the impact of interest rate movements on the variable portion of our 2024 Term Loan, and any borrowings that we may incur under our Revolving Credit Facility, which are at floating rates. We manage the interest rate risk on our outstanding debt through our large percentage of fixed rate debt, including interest rate swaps. 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 March 31, 2026. As of March 31, 2026, the analysis indicated that such an adverse movement would have caused our interest expense to increase by approximately 2.7% for the three months ended March 31, 2026.

We are exposed to market risk from changes in foreign currency exchange rates in connection with our operations in Brazil, Chile, Peru, South Africa, Tanzania, and to a lesser extent, our markets in Central America. In each of these countries, we pay most of our selling, general, and administrative expenses and a portion of our operating expenses, such as taxes and utilities incurred in the country in local currency. In addition, in Brazil, Chile, and South Africa, we receive significantly all of our revenue and pay substantially all of our operating expenses in local currency. In Costa Rica, Peru, and Tanzania, we receive our revenue and pay our operating expenses in a mix of local currency and U.S. dollars. All transactions denominated in currencies other than the U.S. Dollar are reported in U.S. Dollars at the applicable exchange rate. All assets and liabilities are translated into U.S. Dollars at exchange rates in effect at the end of the applicable fiscal reporting period, and all revenues and expenses are translated at average rates for the period. The cumulative translation effect is included in equity as a component of Accumulated other comprehensive loss, net. For the three months ended March 31, 2026, approximately 20.3% of our revenues and approximately 24.2% 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 March 31, 2026. As of March 31, 2026, the analysis indicated that such an adverse movement would have caused our revenues and operating income to decline by approximately 1.1% and 1.0%, respectively, for the three months ended March 31, 2026.

As of March 31, 2026, we had intercompany debt, which is denominated in a currency other than the functional currency of the subsidiary in which it is recorded. As settlement of this debt is anticipated or planned in the foreseeable future, any changes in the foreign currency exchange rates will result in unrealized gains or losses, which will be included in our determination of net income. A change of 10% in the underlying exchange rates of our unsettled intercompany debt at March 31, 2026 would have resulted in approximately $92.3 million of unrealized gains or losses that would have been included in Other income, net in our Consolidated Statements of Operations for the three months ended March 31, 2026.

Special Note Regarding Forward-Looking Statements

This quarterly report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Specifically, this quarterly report contains forward-looking statements including our expectations and beliefs regarding:

  • the future growth and financial health of the wireless industry and the industry participants and the drivers of such growth, including future spectrum auctions and the roll-out of 5G and fixed wireless;

  • our ability to capture and capitalize on industry growth and the impact of such growth;

  • the consolidation of wireless service providers and the impact of such consolidation on our financial and operational results;

  • churn in our domestic and international markets;

  • our intent to grow our tower portfolio domestically and internationally and expand through acquisitions, new builds and organic lease up on existing towers;

  • our strategies for growing, and ability to grow, our cash flows;

  • core leasing revenue growth, on an organic basis, in our domestic and international segments, and the drivers of such growth;

  • 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;

  • the timing for closing of pending acquisitions;

  • 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 election to be taxed as a REIT, our intent to continue to operate as a REIT and the use of NOLs to reduce REIT taxable income;

  • our capital allocation strategies and the impact of these strategies on our future financial and operational results including our goal of increasing our Adjusted Funds From Operations per share;

  • our expectations regarding dividends and our ability to grow our dividend in the future and the drivers of such growth;

  • the impact of compliance with applicable laws and regulations, including environmental laws, and various legal proceedings on our financial results and future business prospects; and

  • the impact of certain tax and accounting matters on our financial statements.

These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We undertake no obligation to update forward-looking statements to reflect events or circumstances after the date hereof, unless otherwise required by law. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited to, the following:

  • developments in, and macroeconomic influences on, the wireless communications industry in general, and for wireless communications infrastructure providers in particular, that may slow growth or affect our customers’ access to sufficient capital, or ability to expend capital to fund network expansion or enhancements;

  • the impact of churn based on prior and future consolidation among wireless service providers;

  • our ability to successfully manage the risks associated with international operations, including risks relating to competition, political or economic conditions, inflation, potential tariffs, tax laws, currency restrictions, and exchange rate fluctuations, legal or judicial systems, and land ownership, including land ownership risks with respect to towers we do not own;

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

  • the macroeconomic and industry health of the international jurisdictions we operate in, and the willingness of carriers to invest in their networks in such markets;

  • our ability to secure as many site leasing tenants as anticipated and retain current leases on towers as well as our tenants’ ability and willingness to comply with their obligations under such leases;

  • our ability to meet our operational and capital expenditure goals, including expected economies of scale arising from new tenants on our existing towers,

  • our ability to secure and deliver anticipated services business at contemplated margins;

  • our ability to build new towers, including our ability to identify and acquire land that would be attractive for our customers and to successfully and timely address the issues that arise in connection with the building of new towers;

  • our ability to compete for the acquisition of towers and other factors that may adversely affect our ability to purchase towers that meet our investment criteria and are available at prices which we believe will be accretive to our shareholders and allow us to maintain our long-term target leverage ratios while achieving our expected portfolio growth levels;

  • our capital allocation decisions and the impact on our ability to achieve our expected tower portfolio growth levels;

  • our ability to protect our rights to the land under our towers, and our ability to acquire land underneath our towers on terms that are accretive;

  • our ability to sufficiently increase our revenues and maintain expenses and cash capital expenditures at appropriate levels;

  • our ability to successfully estimate the impact of regulatory and litigation matters;

  • natural disasters and other unforeseen damage for which our insurance may not provide adequate coverage;

  • a decrease in demand for our towers;

  • the ability of our customers to perform under their contractual and financial obligations;

  • the introduction of new technologies or changes in a tenant’s business model that may make our tower leasing business less desirable to existing or potential tenants;

  • the impact of interest rates on our results of operations and our ability to refinance our existing indebtedness at commercially reasonable rates or at all;

  • our ability to continue to comply with covenants and the terms of our credit instruments and our ability to obtain additional financing to fund our capital expenditures;

  • our ability to qualify for treatment as a REIT for U.S. federal income tax purposes and to comply with and conduct our business in accordance with such rules and to utilize available NOLs to reduce REIT taxable income;

  • our ability to successfully estimate the impact of certain accounting and tax matters, including the ability to successfully utilize like-kind exchanges, the effect of adopting certain accounting pronouncements and the availability of sufficient NOLs to offset future REIT taxable income; and

  • other risks, including those described in Item 1A. – Risk Factors in our Annual Report on Form 10-K and those described from time to time in our other filings with the SEC.

Item 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

In order to ensure that the information we must disclose in our filings with the Commission is recorded, processed, summarized and reported on a timely basis, we have formalized our disclosure controls and procedures. Our principal executive officer and principal financial officer have reviewed and evaluated the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e) as of March 31, 2026. Based on such evaluation, such officers have concluded that, as of March 31, 2026, our disclosure controls and procedures were effective.

PART II – OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The following table presents information related to our repurchases of Class A common stock during the first quarter of 2026:

TotalTotal Number of SharesApproximate Dollar Value
NumberAveragePurchased as Part ofof Shares that May Yet Be
of SharesPrice PaidPublicly AnnouncedPurchased Under the
PeriodPurchasedPer SharePlans or Programs (1)Plans or Programs
1/1/2026 - 1/31/202611,898$188.6611,898$1,122,883,640
2/1/2026 - 2/28/2026—$——$1,122,883,640
3/1/2026 - 3/31/2026—$——$1,122,883,640
Total11,898$188.6611,898$1,122,883,640

(1)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”). As of the date of this filing, we had

$1.1 billion of authorization remaining under the Repurchase Plan. The Repurchase Plan has no expiration and will continue until otherwise modified or terminated by our Board of Directors at any time in its sole discretion.

Item 5. OTHER INFORMATION

10b5-1 Trading Plans

During the three months ended March 31, 2026, none of our officers (as defined in Rule 16a-1(f) of the Exchange Act) or directors adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Item 6. EXHIBITS

Exhibit No.Description of Exhibits
31.1Certification by Brendan T. Cavanagh, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2Certification by Marc Montagner, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1Certification by Brendan T. Cavanagh, Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2Certification by Marc Montagner, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INSXBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.*
101.SCHXBRL Taxonomy Extension Schema Document.*
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.*
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.*
101.LABXBRL Taxonomy Extension Label Linkbase Document.*
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.*
104Cover Page Interactive File (formatted in Inline XBRL and contained in Exhibit 101).*
  • Filed herewith

** Furnished herewith

‎

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SBA COMMUNICATIONS CORPORATION
May 5, 2026/s/ Brendan T. Cavanagh
Brendan T. Cavanagh
Chief Executive Officer
(Duly Authorized Officer)
May 5, 2026/s/ Marc Montagner
Marc Montagner
Chief Financial Officer
(Principal Financial Officer)

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