SBA COMMUNICATIONS CORP

Previous wording

We are a leading independent owner and operator of wireless communications infrastructure, including tower structures, rooftops, and other structures that support antennas used for wireless communications, which we collectively refer to as “towers” or “sites.” Our principal operations are in the United States and its territories. In addition, we own and operate towers in South America, Central America, Canada, South Africa, the Philippines, and Tanzania. Our primary business line is our site leasing business, which contributed 98.5% of our total segment operating profit for the nine months ended September 30, 2024. 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 September 30, 2024, we owned 39,762 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.

Current wording

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

Previous wording

Our primary focus is the leasing of antenna space on our multi-tenant towers to a variety of wireless service providers under long-term lease contracts in the United States, South America, Central America, Canada, South Africa, the Philippines, and Tanzania. As of September 30, 2024, 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 nine months ended September 30, 2024. In addition, as of September 30, 2024, approximately 30% of our total towers are located in Brazil and no other international market (each country is considered a market) represented more than 5% of our total towers.

Current wording

Our primary focus is the leasing of antenna space on our multi-tenant towers to a variety of wireless service providers under long-term lease contracts in the United States, South America, Central America, Canada, and Africa. As of March 31, 2025, no U.S. state or territory accounted for more than 10% of our total tower portfolio by tower count, and no U.S. state or territory accounted for more than 10% of our total revenues for the three months ended March 31, 2025. In addition, as of March 31, 2025, approximately 30% of our total towers are located in Brazil and no other international market (each country is considered a market) represented more than 5% of our total towers.

Previous wording

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.

Current wording

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

Previous wording

Ground leases and other property interests are generally for an initial term of five years or more with multiple renewal periods, which are at our option. Our ground leases either (1) contain specific annual rent escalators or (2) escalate annually in accordance with an inflationary index. As of September 30, 2024, 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.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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.

Current wording

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

Previous wording

During the remainder of 2024, we expect organic site leasing revenue in both our domestic and international segments to increase over 2023 levels, on a currency neutral basis, due in part to wireless carriers deploying unused spectrum. 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 relatively young age 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.

Current wording

During the remainder of 2025, we expect core leasing revenue in both our domestic and international segments to increase over 2024 levels, on a currency neutral basis, due in part to wireless carriers deploying unused spectrum, the full year impact of towers acquired and built during 2024, and the revenues from towers expected to be acquired and built during 2025. We believe our site leasing business is characterized by stable and long-term recurring revenues, predictable operating costs, and minimal non-discretionary capital expenditures. Due to the nature and mix of our tower portfolio, we expect future expenditures required to maintain these towers to be minimal. Consequently, we expect to grow our cash flows by (1) adding tenants to our towers at minimal incremental costs by using existing tower capacity or requiring wireless service providers to bear all or a portion of the cost of tower modifications and (2) executing monetary amendments as wireless service providers add or upgrade their equipment. Furthermore, because our towers are strategically positioned, we have historically experienced low tenant lease terminations as a percentage of revenue other than in connection with customer consolidation or cessations of a specific technology.

Previous wording

We have identified the policies and significant estimation processes listed below and in our Annual Report on Form 10-K as critical to our business operations and the understanding of our results of operations. The listing is not intended to be a comprehensive list. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management’s judgment in their application. In other cases, management is required to exercise judgment in the application of accounting principles with respect to particular transactions. The impact and any associated risks related to these policies on our business operations is discussed throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations” where such policies affect reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see Note 2 to our Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023. 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.

Current wording

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

Previous wording

Domestic site leasing revenues decreased $3.5 million for the three months ended September 30, 2024, as compared to the prior year, primarily due to Sprint lease non-renewals and one-time revenue benefits recognized during the three months ended September 30, 2023, partially offset by (1) organic site leasing growth, primarily from monetary lease amendments and additional equipment added to our towers as well as new leases and contractual rent escalators and (2) revenues from 116 towers acquired and 26 towers built since July 1, 2023.

Current wording

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

Previous wording

International site leasing revenues decreased $8.2 million for the three months ended September 30, 2024, as compared to the prior year. On a constant currency basis, international site leasing revenues increased $5.1 million. These changes were primarily due to (1) organic site leasing growth from new leases, amendments, and contractual escalators and (2) revenues from 131 towers acquired and 521 towers built since July 1, 2023, partially offset by lease non-renewals. Site leasing revenue in Brazil represented 14.3% of total site leasing revenue for the period. No other individual international market represented more than 5% of our total site leasing revenue.

Current wording

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

Previous wording

Domestic site leasing segment operating profit decreased $5.7 million for the three months ended September 30, 2024, as compared to the prior year, primarily due to lower domestic site leasing revenue as noted above as well as incremental costs associated with towers acquired and built since July 1, 2023.

Current wording

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

Previous wording

International site leasing segment operating profit decreased $5.8 million for the three months ended September 30, 2024, as compared to the prior year. On a constant currency basis, international site leasing segment operating profit increased $3.5 million. These changes were primarily due to higher international site leasing revenues as noted above, partially offset by the incremental costs associated with towers acquired and built since July 1, 2023.

Current wording

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

Previous wording

Selling, general, and administrative expenses decreased $4.7 million for the three months ended September 30, 2024, as compared to the prior year. On a constant currency basis, selling, general, and administrative expenses decreased $3.8 million. These changes were driven primarily by a decrease in non-cash compensation expense, partially offset by an increase in personnel and other support related costs.

Current wording

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

Previous wording

Domestic asset impairment and decommission costs decreased $24.2 million for the three months ended September 30, 2024, as compared to the prior year. This change was primarily as a result of decreased impairment charges resulting from our regular analysis of whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers and a decrease in tower and equipment related decommission costs.

Current wording

Domestic asset impairment and decommission costs decreased $14.7 million for the three months ended March 31, 2025, as compared to the prior year. This change was primarily as a result of (1) decreased impairment charges resulting from our regular analysis of whether the future cash flows from certain towers are adequate to recover the carrying value of the investment in those towers and (2) a decrease in tower and equipment related decommission costs.

Previous wording

International asset impairment and decommission costs increased $3.5 for the three months ended September 30, 2024, as compared to the prior year. On a constant currency basis, asset impairment and decommission costs increased $4.4 million. These changes were primarily as a result of an increase in tower decommission costs, partially offset by a decrease 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.

Current wording

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

Previous wording

Depreciation, accretion, and amortization expense decreased $117.2 million for the three months ended September 30, 2024, as compared to the prior year. On a constant currency basis, depreciation, accretion, and amortization expense decreased $114.9 million. These changes were primarily due to the change in estimated useful lives of our towers and certain related intangible assets from our historical estimate of 15 years to a revised estimate of 30 years (effective January 1, 2024) and the impact of assets that became fully depreciated since the prior year period, partially offset by an increase in the number of towers we acquired and built since July 1, 2023.

Current wording

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

Previous wording

Domestic site leasing operating income increased $96.3 million for the three months ended September 30, 2024, as compared to the prior year, primarily due to decreases in depreciation, accretion, and amortization expense and asset impairment and decommission costs, partially offset by lower segment operating profit and an increase in selling, general, and administrative expenses.

Current wording

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

Previous wording

Other operating expense decreased $2.7 million for the three months ended September 30, 2024, as compared to the prior year, primarily due to decreases in selling, general, and administrative expenses, partially offset by an increase in asset impairment and decommission costs.

Current wording

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

Previous wording

Site development operating income decreased $1.9 million for the three months ended September 30, 2024, as compared to the prior year, primarily due to lower segment operating profit driven by less carrier activity, partially offset by a decrease in selling, general, and administrative expenses.

Current wording

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

Previous wording

Interest income increased $1.7 million for the three months ended September 30, 2024, as compared to the prior year. On a constant currency basis, interest income increased $2.0 million. These changes were primarily due to interest received on a loan to an unconsolidated joint venture and a higher amount of interest-bearing deposits held during the period, as well as higher effective interest rates on those deposits as compared to the prior year.

Current wording

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

Previous wording

Interest expense decreased $3.6 million for the three months ended September 30, 2024, as compared to the prior year. This change was primarily due to a lower average principal amount of cash-interest bearing debt outstanding accruing interest, partially offset by a higher interest rate on said debt as compared to the prior year.

Current wording

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

Previous wording

Loss from extinguishment of debt, net was $4.4 million for the nine months ended September 30, 2024, due to the write-off of the original issuance discount and unamortized financing fees associated with the repayment of the 2018 Term Loan in January 2024.

Current wording

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

Previous wording

Other income (expense), net includes a $24.3 million gain on the remeasurement of U.S. dollar denominated intercompany loans with foreign subsidiaries for the three months ended September 30, 2024, while the prior year period included a $46.5 million loss.

Current wording

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

Previous wording

Provision for income taxes increased $34.5 million for the three months ended September 30, 2024, as compared to the prior year. On a constant currency basis, provision for income taxes increased $13.3 million primarily due toan increase in foreign deferred taxes.

Current wording

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

Previous wording

We believe that Adjusted EBITDA is useful to investors or other interested parties in evaluating our financial performance. Adjusted EBITDA is the primary measure used by management (1) to evaluate the economic productivity of our operations and (2) for purposes of making decisions about allocating resources to, and assessing the performance of, our operations. Management believes that Adjusted EBITDA helps investors or other interested parties to meaningfully evaluate and compare the results of our operations (1) from period to period and (2) to our competitors, by excluding 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. 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 ourperformance.

Current wording

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.

Previous wording

(2)Provision for income taxes includes $0.8 million and $0.5 million of benefit from franchise and gross receipts taxes for the three and nine months ended September 30, 2024, respectively, reflected in selling, general, and administrative expenses on the Consolidated Statements of Operations. Provision for income taxes includes $0.3 million and $0.8 million of franchise taxes for the three and nine months ended September 30, 2023, respectively, reflected in selling, general, and administrative expenses on the Consolidated Statements of Operations.

Current wording

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

Previous wording

Adjusted EBITDA decreased $9.5 million for the three months ended September 30, 2024, as compared to the prior year period. On a constant currency basis, Adjusted EBITDA decreased $0.8 million. These changes were primarilydue to a decrease in site development segment operating profit and domestic site leasing segment operating profit and an increase in cash selling, general, and administrative expenses, partially offset by an increase in international site leasing segment operating profit.

Current wording

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

Previous wording

Cash provided by operating activities was $1.0 billion for the nine months ended September 30, 2024 as compared to $1.1 billion for the nine months ended September 30, 2023. The decrease was primarily due to increases in cash outflows associated with working capital changes related to the timing of customer payments and cash asset impairment and decommission costs as well as a decrease in site development segment operating profit, partially offset by an increase in site leasing segment operating profit and interest income and a decrease in interest expense.

Current wording

Cash provided by operating activities was $301.2 million for the three months ended March 31, 2025 as compared to $294.5 million for the three months ended March 31, 2024. The increase was primarily due to increases in cash inflows associated with working capital changes related to the timing of customer payments, increases in interest income and site development operating profit and a decrease in cash asset impairment and decommission costs, partially offset by a decrease in site leasing segment operating profit and increases in interest expense and cash selling, general, and administrative expenses.

Previous wording

A detail of our cash capital expenditures is as follows:

Current wording

A detail of our investing activities is as follows:

Previous wording

(1)Excludes $17.0 million and $15.0 million spent to extend ground lease terms for the nine months ended September 30, 2024 and 2023, respectively. We recorded these amounts in prepaid expenses and other current assets within the changes in operating assets and liabilities, net of acquisitions section of its Consolidated Statements of Cash Flows.

Current wording

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

Previous wording

For 2024, we expect to incur non-discretionary cash capital expenditures associated with tower maintenance and general corporate expenditures of $51.0 million to $57.0 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 $490.0 million to $500.0 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.

Current wording

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

Previous wording

For the nine months ended September 30, 2024, we paid the following cash dividends:

Current wording

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

Previous wording

(1)Amount reflected includes the payment of $1.9 million in dividend equivalents.

Current wording

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

Previous wording

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 nine months ended September 30, 2024, we did not issue any shares of Class A common stock under this registration statement. As of September 30, 2024, we had approximately 1.2 million shares of Class A common stock remaining under this registration statement.

Current wording

We have on file with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-4 registering shares of Class A common stock that we may issue in connection with the acquisition of wireless communication towers or antenna sites and related assets or companies who own wireless communication towers, antenna sites, or related assets. During the three months ended March 31, 2025, we did not issue any shares of Class A common stock under this registration statement. As of March 31, 2025, we had approximately 1.2 million shares of Class A common stock remaining under this registration statement.

Previous wording

On February 29, 2024, we filed with the Securities and Exchange 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 nine months ended September 30, 2024, we did not issue any securities under this automatic shelf registration statement.

Current wording

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

Previous wording

The table below summarizes our Revolving Credit Facility activity during the three and nine months ended September 30, 2024 and 2023 (in thousands):

Current wording

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

Previous wording

During the three and nine months ended September 30, 2024, we repaid an aggregate of $5.75 million and $11.5 million of principal on the 2024 Term Loan, respectively. As of September 30, 2024, the 2024 Term Loan had a principal balance of $2.3 billion.

Current wording

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

Previous wording

As of September 30, 2024, we, through the Trust, had issued and outstanding an aggregate of $6.9 billion of Secured Tower Revenue Securities (“Tower Securities”). The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of certain of our subsidiaries that are borrowers on the mortgage loan (the “Borrowers”) under which there is a loan tranche for each Tower Security outstanding with the same interest rate and maturity date as the corresponding Tower Security. The mortgage loan will be paid from the operating cash flows from the aggregate 9,864 tower sites owned by the Borrowers as of September 30, 2024. 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.

Current wording

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

Previous wording

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 2019-1R Tower Securities, 2020-2R Tower Securities, 2021-1R Tower Securities, 2021-3R Tower Securities, and 2022-1R Tower Securities eliminate in consolidation.

Current wording

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.

Previous wording

Thefollowing table illustrates our estimate of our debt service requirement over the next twelve months ended September 30, 2025 based on the amounts outstanding as of September 30, 2024 and the interest rates accruing on those amounts on such date (in thousands):

Current wording

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