SBA Communications · 10-Q · Item 2 MD&A

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 98.4% of our total segment operating profit for the six months ended June 30, 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 June 30, 2026, we owned 46,390 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 June 30, 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 six months ended June 30, 2026. In addition, as of June 30, 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.

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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 June 30, 2026, approximately 71% of our tower structures were located on parcels of land that we own, land subject to perpetual easements, or parcels of land in which we have a leasehold interest that extends beyond 20 years. 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

For the six months ended

Segment operating profit as a percentage of

total operating profit

Domestic site leasing

International site leasing

Total site leasing

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.

T1During the remainder of 2026, we expect core leasing revenue to increase over 2025 levels, on a currency neutral basis, due in part to contractual escalators and 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. T2Generally, 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.

T3We 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.

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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

T4Our 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, through tower acquisitions to the extent that opportunities meet our internal return on invested capital criteria and through the construction of new towers, especially in Central America pursuant to our build-to-suit agreement with Millicom International Cellular S.A. (“Millicom”).

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

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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

Revenues and Segment Operating Profit:

For the three months ended

Constant

Foreign

Constant

Currency

Currency Impact

Currency Change

% Change

Revenues

(in thousands)

Domestic site leasing

$

$

$

—

$

International site leasing

Site development

—

Total

$

$

$

$

Cost of Revenues

Domestic site leasing

$

$

$

—

$

International site leasing

Site development

—

Total

$

$

$

$

Operating Profit

Domestic site leasing

$

$

$

—

$

International site leasing

Site development

—

Revenues

Domestic site leasing revenues decreased $17.4 million for the three months ended June 30, 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 contractual rent escalators, new leases, and amendments and (2) revenues from 27 towers acquired and 39 towers built since April 1, 2025.

International site leasing revenues increased $49.5 million for the three months ended June 30, 2026, as compared to the prior year. On a constant currency basis, international site leasing revenues increased $36.3 million. These changes were primarily due to (1) revenues from 6,791 towers acquired (including 6,789 towers related to the Millicom transaction) and 559 towers built since April 1, 2025, (2) organic site leasing growth from contractual escalators, new leases, and amendments 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 14.5% 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 decreased $15.8 million for the three months ended June 30, 2026, as compared to the prior year, as a result of decreased carrier activity.

Operating Profit

Domestic site leasing segment operating profit decreased $19.4 million for the three months ended June 30, 2026, as compared to the prior year, primarily due to Sprint, EchoStar, and other lease non-renewals.

International site leasing segment operating profit increased $36.0 million for the three months ended June 30, 2026, as compared to the prior year. On a constant currency basis, international site leasing segment operating profit increased $27.1 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 April 1, 2025.

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Site development segment operating profit decreased $4.2 million for the three months ended June 30, 2026, as compared to the prior year, as a result of decreased carrier activity and an increase in construction costs as a percentage of revenues.

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Selling, General, and Administrative Expenses:

For the three months ended

Constant

Foreign

Constant

Currency

Currency Impact

Currency Change

% Change

(in thousands)

Domestic site leasing

$

$

$

—

$

International site leasing

Total site leasing

$

$

$

$

Site development

—

Other

—

Total

$

$

$

$

Selling, general, and administrative expenses increased $6.5 million for the three months ended June 30, 2026, as compared to the prior year. On a constant currency basis, selling, general, and administrative expenses increased $5.5 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 April 1, 2025 and lower bad debt expense.

Asset Impairment and Decommission Costs:

For the three months ended

Constant

Foreign

Constant

Currency

Currency Impact

Currency Change

% Change

(in thousands)

Domestic site leasing

$

$

$

—

$

International site leasing

Total site leasing

$

$

$

$

Site development

—

—

—%

Other

—

Total

$

$

$

$

On a quarterly basis, we analyze whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers. Based on this analysis, our impairment charges may vary from quarter to quarter.

Domestic asset impairment and decommission costs decreased $7.1 million for the three months ended June 30, 2026, as compared to the prior year. This change was primarily as a result of our quarterly impairment analysis requiring a lower impairment than in the prior year period, partially offset by an increase in tower and equipment related decommission costs.

International asset impairment and decommission costs decreased $15.7 million for the three months ended June 30, 2026, as compared to the prior year. On a constant currency basis, international asset impairment and decommission costs decreased $16.4 million. These changes were primarily as a result of our quarterly impairment analysis requiring a lower impairment than in the prior year period (primarily in Brazil).

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Depreciation, Accretion, and Amortization Expense:

For the three months ended

Constant

Foreign

Constant

Currency

Currency Impact

Currency Change

% Change

(in thousands)

Domestic site leasing

$

$

$

—

$

International site leasing

Total site leasing

$

$

$

$

Site development

—

Other

—

Total

$

$

$

$

Depreciation, accretion, and amortization expense increased $11.4 million for the three months ended June 30, 2026, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense increased $9.1 million. These changes were primarily due to an increase in the number of towers we acquired and built since April 1, 2025, (including 6,789 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 ended

Constant

Foreign

Constant

Currency

Currency Impact

Currency Change

% Change

(in thousands)

Domestic site leasing

$

$

$

—

$

International site leasing

Total site leasing

$

$

$

$

Site development

—

Other

—

Total

$

$

$

$

Domestic site leasing operating income decreased $15.3 million for the three months ended June 30, 2026, as compared to the prior year, primarily due to the factors described above.

International site leasing operating income increased $42.2 million for the three months ended June 30, 2026, as compared to the prior year. On a constant currency basis, international site leasing operating income increased $37.3 million. These changes were primarily due to the factors described above.

Site development operating income decreased $4.9 million for the three months ended June 30, 2026, as compared to the prior year, primarily due to the factors described above.

Other operating expense, net increased $4.9 million for the three months ended June 30, 2026, as compared to the prior year, primarily due to the factors described above.

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Other Income (Expense):

For the three months ended

Constant

Foreign

Constant

Currency

Currency Impact

Currency Change

% Change

(in thousands)

Interest income

$

$

$

$

Interest expense

Non-cash interest expense

—

Amortization of deferred financing fees

—

Other income, net

Total

$

$

$

$

Interest income decreased $2.5 million for the three months ended June 30, 2026, as compared to the prior year. On a constant currency basis, interest income decreased $2.8 million. These changes were primarily due to a lower amount of interest-bearing deposits held as compared to the prior year.

Interest expense increased $8.1 million for the three months ended June 30, 2026, as compared to the prior year. This change was primarily due to 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 impact from the repayment of the 2020-1C Tower Securities on January 9, 2026 using borrowings from the Revolving Credit Facility which accrued interest at a higher rate.

Other income, net includes a $12.0 million gain on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries for the three months ended June 30, 2026. The prior year period included a $45.3 million gain on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries.

Provision for Income Taxes:

For the three months ended

Constant

Foreign

Constant

Currency

Currency Impact

Currency Change

% Change

(in thousands)

Provision for income taxes

$

$

$

$

Provision for income taxes increased $0.9 million for the three months ended June 30, 2026, as compared to the prior year. On a constant currency basis, provision for income taxes increased $12.1 million primarily due to an increase in withholding taxes, partially offset by a decrease in the tax effect of income before income taxes.

Net Income:

For the three months ended

Constant

Foreign

Constant

Currency

Currency Impact

Currency Change

% Change

(in thousands)

Net income

$

$

$

$

Net income decreased $29.2 million for the three months ended June 30, 2026, as compared to the prior year. On a constant currency basis, net income decreased $10.2 million. These changes were primarily due to the factors as described above.

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Revenues and Segment Operating Profit:

For the six months ended

Constant

Foreign

Constant

Currency

Currency Impact

Currency Change

% Change

Revenues

(in thousands)

Domestic site leasing

$

$

$

—

$

International site leasing

Site development

—

Total

$

$

$

$

Cost of Revenues

Domestic site leasing

$

$

$

—

$

International site leasing

Site development

—

Total

$

$

$

$

Operating Profit

Domestic site leasing

$

$

$

—

$

International site leasing

Site development

—

Revenues

T5Domestic site leasing revenues decreased $28.1 million for the six months ended June 30, 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 contractual escalators, new leases, and amendments and (2) revenues from 29 towers acquired and 41 towers built since January 1, 2025.

T6International site leasing revenues increased $100.1 million for the six months ended June 30, 2026, as compared to the prior year. On a constant currency basis, international site leasing revenues increased $74.7 million. This change was primarily due to (1) revenues from 7,133 towers acquired (including 7,110 related to the Millicom transaction) and 624 towers built since January 1, 2025, (2) organic site leasing growth from contractual escalators, new leases, and amendments 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 14.0% of total site leasing revenue for the period. No other individual international market represented more than 5% of our total site leasing revenue.

T7Site development revenues decreased $16.6 million for the six months ended June 30, 2026, as compared to the prior year, as a result of decreased carrier activity.

Operating Profit

Domestic site leasing segment operating profit decreased $32.4 million for the six months ended June 30, 2026, as compared to the prior year, primarily due to Sprint, EchoStar, and other lease non-renewals.

International site leasing segment operating profit increased $72.5 million for the six months ended June 30, 2026, as compared to the prior year. On a constant currency basis, international site leasing segment operating profit increased $55.4 million. This change was 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 $6.2 million for the six months ended June 30, 2026, as compared to the prior year, as a result of decreased carrier activity and an increase in construction costs as a percentage of revenues.

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Selling, General, and Administrative Expenses:

For the six months ended

Constant

Foreign

Constant

Currency

Currency Impact

Currency Change

% Change

(in thousands)

Domestic site leasing

$

$

$

—

$

International site leasing

Total site leasing

$

$

$

$

Site development

—

Other

—

Total

$

$

$

$

Selling, general, and administrative expenses increased $10.9 million for the six months ended June 30, 2026, as compared to the prior year. On a constant currency basis, selling, general, and administrative expenses increased $8.9 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 lower bad debt expense.

Asset Impairment and Decommission Costs:

For the six months ended

Constant

Foreign

Constant

Currency

Currency Impact

Currency Change

% Change

(in thousands)

Domestic site leasing

$

$

$

—

$

International site leasing

Total site leasing

$

$

$

$

Site development

—

—

—%

Other

—

Total

$

$

$

$

On a quarterly basis, we analyze whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers. Based on this analysis, our impairment charges may vary from quarter to quarter.

Domestic asset impairment and decommission costs increased $4.7 million for the six months ended June 30, 2026, as compared to the prior year. This change was primarily as a result of an increase in tower and equipment related decommission costs, partially offset by our quarterly impairment analysis requiring a lower impairment than in the prior year period.

International asset impairment and decommission costs decreased $34.9 million for the six months ended June 30, 2026, as compared to the prior year. On a constant currency basis, international asset impairment and decommission costs decreased $35.8 million. These changes were primarily as a result of our quarterly impairment analysis requiring a lower impairment than in the prior year period (primarily in Brazil) and a decrease in tower and equipment related decommission costs.

Depreciation, Accretion, and Amortization Expense:

For the six months ended

Constant

Foreign

Constant

Currency

Currency Impact

Currency Change

% Change

(in thousands)

Domestic site leasing

$

$

$

—

$

International site leasing

Total site leasing

$

$

$

$

Site development

—

Other

—

Total

$

$

$

$

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Depreciation, accretion, and amortization expense increased $27.7 million for the six months ended June 30, 2026, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense increased $23.2 million. These changes were primarily due to an increase in the number of towers we acquired and built (including 7,110 towers acquired related to the Millicom transaction) since January 1, 2025, partially offset by the impact of assets that became fully depreciated since the prior year period.

Operating Income (Expense):

For the six months ended

Constant

Foreign

Constant

Currency

Currency Impact

Currency Change

% Change

(in thousands)

Domestic site leasing

$

$

$

—

$

International site leasing

Total site leasing

$

$

$

$

Site development

—

Other

—

Total

$

$

$

$

Domestic site leasing operating income decreased $41.0 million for the six months ended June 30, 2026, as compared to the prior year, primarily due to the factors described above.

International site leasing operating income increased $80.3 million for the six months ended June 30, 2026, as compared to the prior year. On a constant currency basis, international site leasing operating income increased $70.7 million. These changes were primarily due to the factors described above.

Site development operating income decreased $7.5 million for the six months ended June 30, 2026, as compared to the prior year, primarily due to the factors described above.

Other operating expense, net increased $6.9 million for the six months ended June 30, 2026, as compared to the prior year, primarily due to the factors described above.

Other Income (Expense):

For the six months ended

Constant

Foreign

Constant

Currency

Currency Impact

Currency Change

% Change

(in thousands)

Interest income

$

$

$

$

Interest expense

Non-cash interest expense

(1)

Amortization of deferred financing fees

—

Other income, net

Total

$

$

$

$

Interest income decreased $8.1 million for the six months ended June 30, 2026, as compared to the prior year. On a constant currency basis, interest income decreased $8.6 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 $32.5 million for the six months ended June 30, 2026, as compared to the prior year. This change was primarily due to 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 accrued interest at a higher rate.

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Non-cash interest expense decreased $6.3 million for the six months ended June 30, 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 $28.3 million gain on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries for the six months ended June 30, 2026. The prior year period included a $99.9 million gain on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries and an $18.3 million loss on sale of assets for the six months ended June 30, 2025 (which is inclusive of a $29.1 million non-cash adjustment to realize previously unrecognized accumulated currency translation adjustments arising from the sales of our Philippines and Colombia operations).

Provision for Income Taxes:

For the six months ended

Constant

Foreign

Constant

Currency

Currency Impact

Currency Change

% Change

(in thousands)

Provision for income taxes

$

$

$

$

Provision for income taxes increased $10.0 million for the six months ended June 30, 2026, as compared to the prior year. On a constant currency basis, provision for income taxes increased $32.1 million primarily due to an increase in withholding taxes, partially offset by a decrease in the tax effect of income before income taxes.

Net Income:

For the six months ended

Constant

Foreign

Constant

Currency

Currency Impact

Currency Change

% Change

(in thousands)

Net income

$

$

$

$

Net income decreased $62.2 million for the six months ended June 30, 2026, as compared to the prior year. On a constant currency basis, net income decreased $2.3 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

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performance generally used by our lenders to determine compliance with certain covenants under the existing Senior Credit Agreement, 2026 Senior Credit Agreement and the indentures relating to the 2020 Senior Notes, 2021 Senior Notes, and 2026 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

Foreign

Constant

Currency

Currency Impact

Currency Change

% Change

(in thousands)

Net income

$

$

$

$

Non-cash straight-line leasing revenue

Non-cash straight-line ground lease expense

Non-cash compensation

Other income, net

Acquisition and new business initiatives

related adjustments and expenses

7

Asset impairment and decommission costs

Interest income

Interest expense (1)

Depreciation, accretion, and amortization

Provision for income taxes (2)

Adjusted EBITDA

$

$

$

$

—%

For the six months ended

Constant

Foreign

Constant

Currency

Currency Impact

Currency Change

% Change

(in thousands)

Net income

$

$

$

$

Non-cash straight-line leasing revenue

Non-cash straight-line ground lease expense

Non-cash compensation

Other income, net

Acquisition and new business initiatives

related adjustments and expenses

Asset impairment and decommission costs

Interest income

Interest expense (1)

Depreciation, accretion, and amortization

Provision for income taxes (2)

Adjusted EBITDA

$

$

$

$

(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 $8.3 million for the three months ended June 30, 2026, as compared to the prior year period. On a constant currency basis, Adjusted EBITDA remained flat. 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.

Adjusted EBITDA increased $26.4 million for the six months ended June 30, 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 expense.

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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 six months ended June 30,

(in thousands)

Cash provided by operating activities

$

$

Cash used in investing activities

Cash used in financing activities

Change in cash, cash equivalents, and restricted cash

Effect of exchange rate changes on cash, cash equiv., and restricted cash

Cash, cash equivalents, and restricted cash, beginning of period

Cash, cash equivalents, and restricted cash, end of period

$

$

Operating Activities

Cash provided by operating activities was $662.3 million for the six months ended June 30, 2026 as compared to $669.3 million for the six months ended June 30, 2025. The decrease was primarily due to increases in net interest expense and decreases in domestic site leasing segment operating profit and site development segment operating profit. The decrease was partially offset by an increase in international site leasing segment operating profit and decreases in cash outflows associated with working capital changes related to the timing of tax and customer payments.

Investing Activities

A detail of our investing activities is as follows:

For the six months ended June 30,

(in thousands)

Acquisitions of towers and related assets (1)

$

$

Land buyouts and other assets (2)

Construction and related costs

Augmentation and tower upgrades

Tower maintenance

General corporate

Purchase of investments

Proceeds from sale of investments

Repayment of loan from unconsolidated joint venture

—

Proceeds from sale of assets

Other investing activities

Net cash used in investing activities

$

$

‎

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(1)During the six months ended June 30, 2026, we acquired 16 towers and related assets and liabilities, as well as the rights to land underneath approximately 3,900 communication sites in Guatemala. During the six months ended June 30, 2025, we acquired 4,673 towers and related assets and liabilities, including 4,644 sites related to the Millicom transaction.

(2)Excludes $6.4 million and $7.8 million spent to extend ground lease terms for the six months ended June 30, 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 June 30, 2026, purchased or are under contract to purchase 58 communication sites for an aggregate consideration of $28.8 million in cash. We anticipate that these acquisitions will be closed by the end of the fourth quarter of 2026.

For 2026, we expect to incur non-discretionary cash capital expenditures associated with tower maintenance and general corporate expenditures of $65.0 million to $75.0 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 $455.0 million to $475.0 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 six months ended June 30,

(in thousands)

Net borrowings under Revolving Credit Facility (1)

$

$

Repayment of Term Loans (1)

Repayment of Tower Securities (1)

Repurchase and retirement of common stock

Payment of dividends on common stock

Proceeds from employee stock purchase/stock option plans

Payments related to taxes on stock options and restricted stock units

Other financing activities

Net cash used in financing activities

$

$

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

Dividends

For the six months ended June 30, 2026, 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

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

Dividends paid in 2026 were ordinary taxable dividends.

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Subsequent to June 30, 2026, 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

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 six months ended June 30, 2026, we did not issue any shares of Class A common stock under this registration statement. As of June 30, 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 six months ended June 30, 2026, we did not issue any securities under our automatic shelf registration statement. On July 23, 2026, we issued the 2026 Senior Notes (as defined below) under our automatic shelf registration statement on Form S-3. For more information, refer to "Debt Instruments and Debt Service Requirements" below.

Debt Instruments and Debt Service Requirements

Investment Grade Senior Notes and Unsecured Revolving Credit Facility

T8On July 23, 2026, we issued an aggregate $3.5 billion of unsecured senior notes (“2026 Senior Notes”) in three tranches: $1.35 billion of 4.875% senior notes due January 15, 2030 (“2026-1 Senior Notes”) were issued at 99.333% of par value, $1.35 billion of 5.150% senior notes due July 15, 2031 (“2026-2 Senior Notes”) were issued at 99.086% of par value, and $0.8 billion of 5.450% senior notes due July 15, 2033 (“2026-3 Senior Notes”) were issued at 98.924% of par value. Interest on the 2026 Senior Notes is payable semi-annually beginning January 15, 2027. The 2026 Senior Notes have a blended coupon rate of 5.113% and a weighted average maturity of 4.9 years.

We incurred financing fees of $23.5 million in relation to this transaction, which will be amortized through the maturity of the 2026 Senior Notes. Net proceeds from this offering were used to repay the aggregate principal amount outstanding on the Revolving Credit Facility ($1.0 billion), the 2024 Term Loan ($2.2 billion), and for general corporate purposes. In connection with the repayments, we, subsequent to June 30, 2026, expensed $16.1 million of net deferred financing fees and $4.0 million of discount related to the Revolving Credit Facility and the 2024 Term Loan.

Concurrently with the issuance of the 2026 Senior Notes, we terminated our existing Senior Credit Agreement and entered into a new Senior Credit Agreement providing for an expanded $2.5 billion senior unsecured revolving credit facility (“2026 Revolving Credit Facility”) and requiring compliance with specific financial ratios. The 2026 Revolving Credit Facility has a maturity date of July 23, 2031. Amounts borrowed under the 2026 Revolving Credit Facility accrue interest, at our election, at either (1) Term SOFR plus a margin that ranges from 75.0 basis points to 137.5 basis points or (2) the Base Rate plus a margin that ranges from 0.0 basis points to 37.5 basis points, in each case based on our credit ratings. In addition, we are required to pay a commitment fee of between 0.08% to 0.20% per annum on the amount of unused commitments based on our credit ratings.

Based on our current credit ratings, borrowings under the 2026 Revolving Credit Facility accrue interest at Term SOFR plus 100.0 basis points and we are required to pay a commitment fee of 0.11% per annum on the amount of unused commitments.

Senior Credit Agreement

As of June 30, 2026, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.

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Revolving Credit Facility

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

Interest Rate

Unused Commitment

as of

Fee as of

Revolving Credit Facility

(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 and six months ended June 30, 2026 and 2025:

For the three months

For the six months

ended June 30,

ended June 30,

(in thousands)

Beginning outstanding balance

$

$

—

$

$

—

Borrowings

Repayments

—

—

Ending outstanding balance

$

$

$

$

On July 23, 2026, we repaid the aggregate principal amount outstanding on the Revolving Credit Facility using proceeds from the issuance of the 2026 Senior Notes. As of the date of this filing, there were no amounts outstanding under the 2026 Revolving Credit Facility.

Term Loan

During the three and six months ended June 30, 2026, we repaid an aggregate of $5.8 million and $11.5 million of principal on the 2024 Term Loan, respectively. As of June 30, 2026, the 2024 Term Loan had a principal balance of $2.2 billion.

On July 23, 2026, we repaid the aggregate principal amount of the 2024 Term Loan using proceeds from the issuance of the 2026 Senior Notes.

Secured Tower Revenue Securities

Tower Revenue Securities Terms

As of June 30, 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 8,611 tower sites owned by the Borrowers as of June 30, 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.

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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 June 30, 2026:

Security

Issue Date

Amount Outstanding

‎(in millions)

Interest

‎ Rate (1)

Anticipated Repayment Date

Final Maturity Date

(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 June 30, 2026:

Security

Issue Date

Amount Outstanding

‎(in millions)

Interest

‎ Rate (1)

Anticipated Repayment Date

Final Maturity Date

(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 June 30, 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.

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Senior Notes

The table below sets forth the material terms of our outstanding senior notes as of June 30, 2026:

Senior Notes

Issue Date

Amount Outstanding

‎(in millions)

Interest Rate Coupon

Maturity Date

Interest Due Dates

Feb. 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 June 30, 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 June 30, 2027 based on the amounts outstanding as of June 30, 2026 and the interest rates accruing on those amounts on such date:

(in thousands)

Revolving Credit Facility (1)

$

Total debt service for the next 12 months (5)

$

(1)As of June 30, 2026, $1.1 billion was outstanding under the Revolving Credit Facility. On July 23, 2026, we repaid the aggregate principal amount outstanding on the Revolving Credit Facility, and entered into the 2026 Revolving Credit Facility. This amount reflects the interest that would have been due throughout the twelve month period ended June 30, 2027 had the Revolving Credit Facility remained in place. As of the date of this filing, there were no amounts outstanding under the 2026 Revolving Credit Facility.

(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 5.400% as of June 30, 2026. On July 23, 2026, we repaid the aggregate principal amount of the 2024 Term Loan. This amount reflects the interest that would have been due throughout the twelve month period ended June 30, 2027 had the 2024 Term Loan remained in place.

(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.

(4)Amount includes $895.0 million of outstanding debt on the 2021-2C Tower Securities based on the anticipated repayment date of April 9, 2027; however, we are not required to pay the balance until the final maturity date of October 10, 2051.

(5)Our total debt service does not include any amounts from the 2026 Senior Notes. Total debt service for the twelve months ended June 30, 2027 related to the 2026 Senior Notes is projected to be $89.5 million, which reflects semi-annual interest payments beginning January 15, 2027.

Inflation

The impact of inflation on our operations has not been material to date. However, the impact of T9higher 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

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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 T10our 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.