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SBA COMMUNICATIONS CORP

For the period ended May 23, 2025. Filed Apr 7, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 23, 2025 · Filed Apr 7, 2025

SBAC$189.42-1.9%Stored close · as of Nov 6, 2026
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Proxy Summary

PROXY SUMMARY This summary provides an overview of selected information in this year’s Proxy Statement. We encourage you to read the entire Proxy Statement before voting.SBA Communications Corporation 8051 Congress Avenue Boca Raton, Florida 33487

2025 Annual Meeting of Shareholders

Date and Time May 23, 2025, at 10:00 AM Eastern TimeLocation 8051 Congress Avenue Boca Raton, Florida 33487Record Date March 21, 2025Voting Each share of SBA Class A common stock outstanding at the close of business on the record date has one vote on each matter that is properly submitted for a vote at the Annual Meeting.

Voting Matters

Shareholders will be asked to vote on the following matters at the Annual Meeting:

1Election of Directors The Board of Directors believes that each of the director nominees has the knowledge, experience, skills and background necessary to contribute to an effective and well-functioning Board.FOR each Director Nomineepage 8
2Ratification of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the 2025 Fiscal Year The Audit Committee has appointed Ernst & Young LLP to serve as our independent registered public accounting firm for the 2025 fiscal year, and this appointment is being submitted to our shareholders for ratification. The Audit Committee and the Board believe that the continued retention of Ernst & Young LLP to serve as our independent auditor is in the best interests of the Company and its shareholders.FORpage 66
3Advisory Vote on Executive Compensation SBA seeks a non-binding advisory vote from its shareholders to approve the compensation of the named executive officers as disclosed in this proxy statement. The Board values the opinions of our shareholders and will take into consideration the outcome of the advisory vote when considering future executive compensation decisions.FORpage 69

SBA Communications Corporation | 2025 Proxy Statement 1

Proxy SummaryProposal 1Corporate GovernanceExecutive OfficersExecutive CompensationSecurity OwnershipProposal 2Proposal 3Other Compensation DisclosuresQ&A About VotingOtherMatters
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Building Better Wireless®

SBA at a GlanceSBA Communications Corporation (SBA) is a leading independent owner and operator of wireless communications infrastructure, including towers, buildings, rooftops, distributed antenna systems (DAS) and small cells. Founded in 1989 and headquartered in Boca Raton, Florida, we are listed on NASDAQ under the symbol SBAC and our organization is part of the S&P 500.

Site Leasing We lease antenna space on our multi-tenant towers and other structures to a variety of wireless service providers under long-term lease contracts. Site Development We assist wireless service providers and operators in developing their own networks through site acquisition, zoning, construction and equipment installation. Global Operations Our principal operations and offices are in the United States and we also have operations in Brazil, Canada, Chile, Costa Rica, Ecuador, El Salvador, Guatemala, Nicaragua, Panama, Peru, South Africa and Tanzania.

WHAT DOES IT TAKE
TO BUILD BETTER WIRELESS®?A network of landowners, partners, technicians, climbers, buildings, towers and people all coming together to create solid and dependable connections. It takes a team with a focused passion and a shared vision to build, support and enhance the wireless structure of today and tomorrow. From strategically located towers to exceptional customer service, every part of SBA has been built from the ground up by a dedicated, trusted and experienced company, driven by a steadfast commitment to excellence, respect and a strong work ethic. SBA has Essential Infrastructure for Everyday Connections.®

2 SBA Communications Corporation | 2025 Proxy Statement

Proxy SummaryProposal 1Corporate GovernanceExecutive OfficersExecutive CompensationSecurity OwnershipProposal 2Proposal 3Other Compensation DisclosuresQ&A About VotingOtherMatters
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2024 FINANCIAL AND OPERATIONAL HIGHLIGHTS

In 2024, SBA continued to deliver strong financial and operational results. We deployed over $1.2 billion of capital through (i) portfolio expansion, (ii) meaningful dividend growth and (iii) opportunistic share repurchases. Despite elevated customer consolidation related churn and foreign currency headwinds, we continued to grow our Adjusted EBITDA, delivering $1,894.3 million in Adjusted EBITDA for the year. Highlights for the year include:

For more information relating to SBA’s financial performance, please review our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2025.

SBA Communications Corporation | 2025 Proxy Statement 3

Proxy SummaryProposal 1Corporate GovernanceExecutive OfficersExecutive CompensationSecurity OwnershipProposal 2Proposal 3Other Compensation DisclosuresQ&A About VotingOtherMatters
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BOARD OF DIRECTORS

We believe all of our directors bring to our Board of Directors, or the Board, a wealth of experiences derived from their service in executive and managerial roles, as well as extensive board experience. Our Board has the right mix of experiences and skills, balancing the needs of our current business, global operations and long-term strategy. Background information about our directors can be found beginning on page 11 of this proxy statement.

Name & Principal Occupation · Age · DirectorSince · Independent · CommitteeMemberships
Jeffrey A. Stoops Non-Executive Chairman of the Board and Former President & Chief Executive Officer SBA Communications Corporation661999None
Brendan T. Cavanagh President & Chief Executive Officer SBA Communications Corporation532024None
Kevin L. Beebe President & Chief Executive Officer 2B Partners, LLC662009Audit Compensation
Steven E. Bernstein Founder SBA Communications Corporation641989None
Laurie Bowen Former Chief Executive Officer Telecom Italia Sparkle Americas632023Compensation NCG
Mary S. Chan Chief Operating Officer - Nikola Corporation Managing Partner of VectolQ, LLC622015Compensation NCG
Jay L. Johnson Chief Financial Officer, Executive Vice President & Treasurer Lamar Advertising Company482022Audit (Chair) NCG
George R. Krouse, Jr. Retired Attorney Simpson Thacher & Bartlett LLP792009Audit NCG (Chair)
Jack Langer Lead Independent Director of the Board Private Investor and Former Managing Director & Global Co-Head of the Media Group Lehman Brothers Inc.762004Audit Compensation(Chair)
Amy E. Wilson General Counsel and Corporate Secretary Dow Inc.542023Audit NCG
  • NCG – Nominating and Corporate Governance Committee

4 SBA Communications Corporation | 2025 Proxy Statement

Proxy SummaryProposal 1Corporate GovernanceExecutive OfficersExecutive CompensationSecurity OwnershipProposal 2Proposal 3Other Compensation DisclosuresQ&A About VotingOtherMatters
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Board Composition

Below sets forth the diverse skills, experience and perspective that our directors bring to the Board. Additional information, including why our Nominating and Corporate Governance Committee, or NCG Committee, believes that these specific skills, experiences or perspectives are important to an effective SBA Board, can be found beginning on page 21.

Board Refreshment

3 independent directors have been elected to the Board since 2022Notable Skills of Most Recently Added Directors Include
Global PerspectiveTelecommunications/ Technology
Finance/Capital Allocation ExperiencePublic Board/ Corporate Governance

SBA Communications Corporation | 2025 Proxy Statement 5

Proxy SummaryProposal 1Corporate GovernanceExecutive OfficersExecutive CompensationSecurity OwnershipProposal 2Proposal 3Other Compensation DisclosuresQ&A About VotingOtherMatters
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Governance Highlights

Our Board oversees the development and execution of our strategy. We have robust governance practices and procedures that support our strategy. To maintain and enhance independent oversight, our Board is focused on its composition and effectiveness and has implemented a number of measures for continuous improvement.

The measures outlined below align our corporate governance structure with our strategic objectives and enable the Board to effectively communicate and execute our culture of compliance and rigorous risk management.

COMPREHENSIVE, INTEGRATED CORPORATE GOVERNANCE

> Balanced Board with diversity of skills and experience. > Board refreshment has resulted in three new independent directors since 2022 including two new independent directors in 2023. > Board risk oversight and assessment. > Board conducts annual self-evaluation of the Board, its Committees and each director to determine effective functioning. > Succession planning process for Board members and executives. > All directors, other than our CEO and former-CEO, are independent. > Lead Independent Director ensures independent oversight. > Independent directors regularly meet in executive session with the Lead Independent Director presiding. > Independent Board committees. > Directors and officers are strictly prohibited from hedging any shares beneficially owned. > Directors and officers are subject to robust stock ownership guidelines. > Majority voting standard and director resignation policy in uncontested elections. > Directors and executive officers are prohibited from pledging shares that are subject to the stock ownership requirements. > Policies regarding political contributions and lobbying. > Meaningful proxy access right for shareholders. > Proactive shareholder engagement program. > Strong commitment to corporate responsibility and sustainable business practices. > Executive Compensation Clawback policies.

6 SBA Communications Corporation | 2025 Proxy Statement

Proxy SummaryProposal 1Corporate GovernanceExecutive OfficersExecutive CompensationSecurity OwnershipProposal 2Proposal 3Other Compensation DisclosuresQ&A About VotingOtherMatters
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EXECUTIVE COMPENSATION PRACTICES

We pay for performance. The core of our executive compensation philosophy is that our executives’ pay should be linked to the performance of SBA. Accordingly, our executives’ compensation is heavily weighted toward compensation that is performance-based or equity-based.

Our long-term incentive award program is responsive to our shareholders. Our long-term incentive awards for our senior executives, which we structured following extensive engagement with our shareholders regarding our executive compensation plan design, are performance-based, and we do not award stock options as part of our executive compensation program. Our long-term equity incentive awards for 2024 for our CEO were (1) 60% in the form of three-year performance-based restricted stock units and (2) 40% in the form of time-based restricted stock units. Our long-term equity incentive awards for 2024 for our other executive officers were (1) 50% in the form of three-year performance-based restricted stock units and (2) 50% in the form of time-based restricted stock units.

SHAREHOLDER ENGAGEMENT

We believe that shareholder engagement remains a key driver of our continued success.

Engage — Our active engagement program is led by representatives of management and our Board. We solicit shareholder views on matters including business strategy, corporate governance, executive compensation, sustainability initiatives and other important topics. We have established a variety of communication channels to best accommodate our shareholders, facilitating effective discussions and feedback. During 2024, we reached out to our top 20 shareholders, representing approximately 58% of the common stock outstanding at the time of such request, and held engagement calls with shareholders representing 19% of our outstanding common stock. The primary focus of investors during the 2024 engagement process was board skill set and experience and corporate governance. Respond — Our Board responds, as appropriate, through continued discussion with shareholders and enhances our policies, practices and disclosures, based on those discussions. Evaluate — Our Lead Independent Director and/or our Chair of the NCG Committee participated in substantially all of these meetings. We use this feedback to assist SBA and the Board with matters requiring a broader shareholder perspective. We also listen to the feedback our shareholders provide through the annual say-on-pay advisory votes on our executive compensation.

SBA Communications Corporation | 2025 Proxy Statement 7

Proxy SummaryProposal 1Corporate GovernanceExecutive OfficersExecutive CompensationSecurity OwnershipProposal 2Proposal 3Other Compensation DisclosuresQ&A About VotingOtherMatters
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