SBA COMMUNICATIONS CORP

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

Cavanagh Employment Agreement

On February 19, 2024, the Company entered into an amended and restated employment agreement with Brendan T. Cavanagh (the “Employment Agreement”), which reflects Mr. Cavanagh’s promotion to President and Chief Executive Officer and extends the term of his employment until December 31, 2026. The Employment Agreement increases Mr. Cavanagh’s annual base salary to $920,000 and his target bonus to 150% of his annual base salary in effect at the start of such year, each effective as of January 1, 2024. Payment of the bonus is contingent upon the achievement of performance goals established and assessed solely at the discretion of the Compensation Committee of the Company’s Board of Directors.

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

Additionally, upon the occurrence of a change in control (i) the term of Mr. Cavanagh’s employment will automatically be extended for three years following the effective date of such change in control, and (ii) Mr. Cavanagh will be entitled to an amount equal to the Severance Payment. All other material terms of the Employment Agreement remain the same, including the provisions for severance benefits, change in control benefits, and the provisions for non-competition, non-interference, non-disparagement and non-disclosure provisions during his employment and for a period of twelve months after termination.

Executive Severance Plan

On October 25, 2023, the Company adopted the SBA Communications Corporation Executive Severance Plan (the “Executive Severance Plan”) in order to retain certain executives of the Company and to ensure their continued dedication to their duties, including in the event of a change in control. The Executive Severance Plan provides severance benefits to the Executive Vice Presidents of the Company, which includes Messrs. Richard M. Cane, Mark Ciarfella, Joshua Koenig, Marc Montagner, and Jason Silberstein (each, a “Participant”) whose employment is terminated by the Company for any reason or by the Participant for Good Reason (as defined in the Executive Severance Plan).

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

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

(b) 10b5-1 Trading Plans

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