SBA COMMUNICATIONS CORP

2026 Annual Meeting of Shareholders

Voting Matters

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

SBA Communications Corporation | 2026 Proxy Statement 1

Building Better Wireless®

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. Diverse Markets Our principal operations and offices are in the United States and we also have operations in Brazil, Chile, Costa Rica, Ecuador, El Salvador, Guatemala, Honduras, Nicaragua, Panama, Peru, South Africa and Tanzania.SBA at a Glance SBA 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. SBA is a top Real Estate Investment Trust ("REIT") based on market capitalization.

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2025 FINANCIAL AND OPERATIONAL HIGHLIGHTS

In 2025, SBA continued to deliver strong financial and operational results. We deployed over $2.3 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 $1.9 billion in Adjusted EBITDA for the year. During 2025 we completed the Millicom International transaction in Central America, which increased our tower portfolio in Central America and further strengthened our position across this region. This transaction supports our focus on international markets where we believe we have, or will have the ability to achieve, scale. 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, 2025, filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2026.

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BOARD OF DIRECTORS

We believe all of our directors bring to our Board of Directors, or the Board, 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 12 of this proxy statement.

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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 23.

Board Refreshment

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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. > Continued Board education, including in 2026 holding Board trainings on AI. > 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 sustainable and responsible business practices. > Executive Compensation Clawback policies.

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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 2025 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 2025 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.

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SHAREHOLDER ENGAGEMENT

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

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Balanced Board with Unique Perspectives

We are committed to ensuring that our Board is made up of directors who bring to the Board a wealth of leadership experience, diverse viewpoints, knowledge, skills and business experience in the substantive areas that impact our business and align with our strategy. Our NCG Committee regularly reviews the characteristics, skills, background and expertise of the Board as a whole and its individual members to assess those traits against the developing needs of the Board and SBA. SBA is committed to seeking diversity and balance among directors of viewpoints, backgrounds, skills, experience, and expertise. As the fundamentals of the wireless network ecosystem continue to evolve, SBA has continued to pursue ways to adapt and prosper from the ever-changing landscape, and our NCG Committee has sought to expand the perspectives of our Board to provide us guidance and insight on this evolution.

Since 2022, as part of our ongoing board refreshment efforts, 37.5% of our independent directors were newly elected. We believe that this board refreshment process has successfully allowed us to identify candidates who bring valuable viewpoints, backgrounds, skills, experience, and expertise to our Board. Our three most recent independent directors elected to the Board are illustrative of that effort. Mr. Johnson brings to our Board his extensive experience in serving in senior finance roles at multiple REITs, including currently as Chief Financial Officer of Lamar Advertising Company, a leading outdoor advertising company REIT. Ms. Bowen brings to our Board her leadership experience in the development and execution of growth strategies across global portfolios of several multinational telecommunications companies. Ms. Wilson brings to our Board extensive corporate governance expertise as a corporate executive of a large publicly-traded company with a wealth of experience in global transactions.

Our Bylaws permit the Board to set the size of the Board. Our Board has set the size of the Board at ten. For the size and scope of our business and operations, we believe a board of approximately this size is appropriate as it is small enough to allow for effective communication among the members, but large enough so that we get a diverse set of perspectives and experiences in our boardroom.

Our Board is divided into three classes. We believe that the classified Board is the most effective way for the Board to be organized because it promotes continuity from year-to-year, which provides stability in organization and experience. This continuity and stability is particularly important to SBA given the long-term nature of the agreements under which we produce revenue. At each Annual Meeting, directors of one class are each elected for a three-year term.

Our Bylaws provide that, in uncontested elections, directors will be elected by a majority of the votes cast, and in contested elections, directors will be elected by a plurality of the votes cast. Our Bylaws further provide that a director who is not elected by a majority of the votes cast in an uncontested election must tender his or her resignation to the Board. The Board, taking into consideration the recommendation of the NCG Committee, will then decide whether to accept or reject the resignation, or whether other action should be taken.

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Board Composition

The matrix below sets forth the skills and experience that we have identified as being essential for our Board to provide sound stewardship and the relevance of such skill or experience to our long-term value creation. Our NCG Committee seeks to have a Board with unique and balanced perspectives; consequently, we do not expect or seek for each director to have each skill or experience set forth in the matrix. Notably, our Board includes three current public company executives who each bring relevant vocational experience with respect to the oversight of artificial intelligence and cyber security.

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We seek to have a Board of independent directors that bring to us a wide range of viewpoints and experiences. As discussed later in this proxy statement, we annually evaluate the independence of each of our directors utilizing the definition of “independent director” in the listing rules of the Nasdaq Stock Market.

Our Board consists of independent, unaffiliated directors with a range of tenure, with our longer-serving directors providing important institutional knowledge and experience and our newer directors bringing fresh perspectives to deliberations. As shown in the Average Tenure chart below, our directors, excluding Mr. Bernstein, who founded SBA, Mr. Stoops, our Board Chair and Mr. Cavanagh, our CEO, have a range of age and tenure.

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As discussed above, we believe that each of our continuing directors and director nominees possesses the experience, skills and qualities to fully perform his or her duties as a director and contribute to SBA’s success. Our directors and director nominees were nominated because each is of high ethical character, highly accomplished in his or her field with superior credentials and recognition, has a reputation, both personal and professional, that is consistent with SBA’s image and reputation, has the ability to exercise sound business judgment, and is able to dedicate sufficient time to fulfilling his or her obligations as a director. Each continuing director’s and director nominee’s principal occupation and other pertinent information about his or her particular experience, qualifications, attributes and skills that led the Board to conclude that such person should serve as a director are as follows: