DEF 14A of Crown Castle Inc., Apr 6, 2026

DEF 14A of Crown Castle Inc.

Filed Apr 6, 2026 · FY20250001051470-26-000039

Open on EDGAR

  1. Snapshot of the Director Nominees

    Snapshot of the Director Nominees The following tables provide summary information about our director nominees, all of which have the unanimous recommendation of the Board. For additional information about our director nominees, see "II. Election of Directors—Nominees for Director."

  2. Snapshot of the Director Nominees

    | CROWN CASTLE INC. | | 2026 PROXY STATEMENT |

  3. II. ELECTION OF DIRECTORS

    II. ELECTION OF DIRECTORS Pursuant to our Amended and Restated Certificate of Incorporation ("Charter"), all directors of the Board hold office for a term expiring at the first succeeding annual meeting of stockholders after their election, with each such director holding office until his or her successor shall have been duly elected and qualified ("Annual Term"). The nominees for director at the Annual Meeting are: P. Robert Bartolo, Andrea J. Goldsmith, Christian H. Hillabrant, Tammy K. Jones, Kevin T. Kabat, Anthony J. Melone, Katherine Motlagh, Kevin A. Stephens and Matthew Thornton, III. Each nominee is currently a member of the Board. If elected at the Annual Meeting, each nominee shall hold office as a director for an Annual Term. The Board is currently composed of 10 directors, and we have 9 director nominees standing for election at the Annual Meeting. Mr. Genrich will not be standing as a nominee for director at the Annual Meeting and will serve on the Board until the expiration of his current term as director at the Annual Meeting. The Board has approved a reduction in the size of the Board to 9 directors, effective upon the election of directors at the Annual Meeting. As described under "II. Election of Directors—Board Leadership Structure—Consideration of Director Nominees" below, in considering candidates for election to the Board, the N&G Committee and the Board will generally consider, among other factors, whether prospective nominees are able to read and understand basic financial statements, have relevant business experience, have industry or other specialized expertise and have high moral character. Each nominee has consented to be nominated and has expressed his or her intention to serve if elected. The Board expects that each of the nominees for director will be able and willing to serve as a director. If any nominee is not available, the proxies may be voted for another person nominated by the current Board, or the size of the Board may be reduced. For information about the nominees, see "II. Election of Directors—Nominees for Director."

  4. II. ELECTION OF DIRECTORS

    | P | The Board unanimously recommends a vote FOR the following nine (9) director nominees: | | | | | •P. Robert Bartolo •Andrea J. Goldsmith •Christian H. Hillabrant | •Tammy K. Jones •Kevin T. Kabat •Anthony J. Melone | •Katherine Motlagh •Kevin A. Stephens •Matthew Thornton, III |

  5. II. ELECTION OF DIRECTORS

    | CROWN CASTLE INC. | | 2026 PROXY STATEMENT |

  6. Nominees for Director

    Nominees for Director

  7. Nominees for Director

    | P. Robert Bartolo | Age: 54 | Director Since: 2014 | | Board Chair (since 2022) Committees: •Fiber Review, Chair •Finance •N&G Other Public Company Directorships: •Cable One, Inc. (NYSE: CABO) (since 2023) Education: •B.S., University of Southern California •M.B.A., Wharton School at the University of Pennsylvania | Experience: •T. Rowe Price Group, Inc. (NASDAQ: TROW) ("T. Rowe Price"), global investment management company ◦Executive Vice President ("EVP"), U.S. Growth Stock Fund and Chairman, U.S. Growth Stock Fund Investment Advisory Committee (2007 – 2014) ◦Vice President ("VP") and Portfolio Manager, U.S. Equity Division (2005 – 2014) ◦Co-Portfolio Manager, Media and Telecom Fund (2005 – 2007) ◦Analyst, Telecom, Tower & Cable (2002 – 2007) •MGM Resorts International (NYSE: MGM) ("MGM Resorts"), global hospitality and entertainment company ◦Director of Finance (1997 – 2000) •Deloitte & Touche LLP, multinational professional services network ◦Senior Auditor (1994 – 1997) Skills and Qualifications: •Financial and Accounting – Acquired financial expertise through his prior role as an auditor with one of the Big Four international accounting firms, his CFA designation and his service as Director of Finance at MGM Resorts, where he was responsible for regulatory filings and corporate development analysis, including the $6.4 billion acquisition of Mirage Resorts. His experience was further enhanced through a decades long career in the global investment management sector as a portfolio manager at T. Rowe Price. •Wireless/Telecom Industry – Gained deep understanding of our business and the telecommunications industry, including business strategies around the deployment of towers, through his experience assessing companies in telecommunications and related industries while serving at T. Rowe Price as a Telecom, Tower & Cable analyst, being named Institutional Investor magazine's best buy-side telecommunications analyst in 2003 and 2005. •Risk Management – Developed in-depth business analysis acumen, including identification and mitigation of risk, in his roles at T. Rowe Price, where he managed what was at the time the firm's largest mutual fund, the Growth Stock Fund, growing it from $32 billion to $60 billion, attracting $8 billion of new investments and achieving performance in the top 10% of comparable funds over the last one, three, and five years prior to his retirement. •Mr. Bartolo also brings to our Board M&A, strategic planning/oversight, executive, corporate governance/ethics and public company board experience. | |

  8. Nominees for Director

    | CROWN CASTLE INC. | | 2026 PROXY STATEMENT |

  9. Nominees for Director

    | Andrea J. Goldsmith | Age: 61 | Director Since: 2018 | | Committees: •CHC Other Public Company Directorships: •Intel Corporation (NASDAQ: INTC) (since 2021) •Medtronic plc (NYSE: MDT) (2019 – 2025) Other Memberships: •Member, President's Council of Advisors on Science and Technology (PCAST) (2021 – 2025) Education: •B.S., University of California, Berkeley •M.S., University of California, Berkeley •Ph.D., University of California, Berkeley | Experience: •Stony Brook University ◦President (since 2025) •Princeton University ◦Dean of Engineering and Applied Science and Arthur LeGrand Doty Professor of Electrical and Computer Engineering (2020 – 2025) •Stanford University ◦Stephen Harris Professor of Engineering (2012 – 2020) ◦Professor of Engineering (2007 – 2012) ◦Associate/Assistant Professor (1999 – 2007) •Plume WiFi (formerly Accelera, Inc.), Wi-Fi service provider for communications service companies ◦Co-founder and Chief Technology Officer ("CTO") (2010 – 2014) •Quantenna Communications, Inc. (NASDAQ: QTNA) (acquired by ON Semiconductor in 2019), Wi-Fi chip and software company ◦Co-founder and CTO (2005 – 2009) Skills and Qualifications: •Technology – Gained insight into telecommunications technologies through her extensive academic background in electrical and computer engineering and her career as an accomplished engineer and inventor with acclaimed, foundational work in wireless communications focused on the fundamental performance limits of wireless systems, including 5G wireless, mobile Internet of Things and smart grid design. •Strategic Planning/Oversight and Cyber/Information Security – Dr. Goldsmith's prior role as Dean of Princeton's School of Engineering and Applied Science and her current role as President of Stony Brook University, which includes overseeing Stony Brook Medicine and co-chairing the partnership that manages Brookhaven National Laboratory, involve extensive strategic planning and oversight skills. She also brings significant experience in cybersecurity, data privacy and enterprise risk management from her service on Stanford's Budget Group and Committee on Research, as well as the boards of Intel and Medtronic. In addition, these board roles have provided significant expertise in evaluating and overseeing M&A transactions. •Academia/Education – Brings over three decades of experience teaching electrical engineering and applied science and providing academic leadership at some of the most prestigious research universities in the U.S., including at Stanford University, Princeton University and Stony Brook University. Dr. Goldsmith has also authored or co‑authored four books on wireless communications and holds 38 patents. •Dr. Goldsmith also brings to our Board wireless/telecommunications industry, public company board, HR/compensation, corporate governance/ethics and executive experience. | |

  10. Nominees for Director

    | CROWN CASTLE INC. | | 2026 PROXY STATEMENT |

  11. Nominees for Director

    | Christian H. Hillabrant | Age 60 | Director Since: 2025 | | Other Memberships: •Non-Executive Director, Cornerstone Telecommunications Infrastructure Limited (2024-2025) •Non-Executive Director, INWIT S.p.A (2025) Education: •B.A., Skidmore College •M.B.A., NYU Stern School of Business | Experience: •Crown Castle Inc. ◦President and CEO (since September 2025) •Vantage Towers AG, telecommunications infrastructure company owned by Vodafone and a consortium of investors ◦CEO and Chairman of Management Board (2023 – 2025) •Tillman Infrastructure, LLC, U.S. wireless tower company ◦Chief Operating Officer ("COO") (2019 – 2023) •Samsung Electronics America, Inc., provider of mobile technologies, consumer electronics and appliances and network systems ◦General Manager, AT&T and Verizon Accounts (2017 – 2019) •Ericsson AB (NASDAQ: ERIC), provider of technology and services to telecommunications companies ◦Served in various leadership positions (2012 – 2017), including as EVP and COO for North America and Europe (2014-2017) ◦Member of Supervisory Board, Ericsson Telekommunikation GmbH (2016 – 2017) •Served in various positions at T-Mobile US, Inc., including as Regional Vice President Skills and Qualifications: •Telecommunications and Digital Infrastructure Expertise – More than three decades of leadership across wireless carriers, network equipment providers and infrastructure owners, providing the Board with deep insight into industry economics, technology evolution and carrier demand trends. •Strategic Transformation and Capital Allocation – Led large-scale transformations and portfolio optimization initiatives at capital intensive infrastructure companies, with direct experience balancing growth investment, returns and shareholder value creation. •Operational Leadership – Extensive experience overseeing complex, multi market operations, including network deployment, engineering, sales and asset management functions in both public and private company environments. •Public Company Governance and Risk Oversight – Service on public company boards and supervisory boards, with experience overseeing enterprise risk management, regulatory matters and executive leadership accountability. •M&A and Partnership Experience – Direct involvement in acquisitions, joint ventures and strategic partnerships within the telecommunications infrastructure ecosystem. •Mr. Hillabrant also brings to our Board executive, finance, technology and HR/compensation experience. | |

  12. Nominees for Director

    | CROWN CASTLE INC. | | 2026 PROXY STATEMENT |

  13. Nominees for Director

    | Tammy K. Jones | Age: 60 | Director Since: 2020 | | Committees: •Audit •Finance •N&G, Chair Other Public Company Directorships: •Veris Residential, Inc. (NYSE: VRE) ("Veris") •Monogram Residential Trust, Inc. (NYSE: MORE) (acquired by Greystar Growth and Income Fund, LP in 2017) ("Monogram") (2016 – 2017) Other Memberships: •Chair, Real Estate Executive Council Education: •B.A., Cornell University •M.B.A., J. Mack Robinson College of Business at Georgia State University | Experience: •Basis Investment Group, LLC, multi-strategy commercial real estate private equity investment platform ◦Founder and CEO (since 2009) •CWCapital LLC, U.S. debt investment platform previously owned by Caisse de dépôt et placement du Québec ◦Senior Managing Director, Head of Capital Markets Lending Division (2004 – 2009) •Commercial Capital Initiatives, Inc. (a subsidiary of GMAC Commercial Mortgage Corporation), a commercial real estate company ◦Senior Vice President ("SVP") (1997 – 2004) •Equitable Real Estate Investment Management, pension fund advisor and investment manager ◦Director (1990-1997) Skills and Qualifications: •REIT Industry and Corporate Sustainability – Demonstrated track record of delivering strong returns for individual and institutional stakeholders through extensive investment experience in commercial real estate transactions and leadership roles on public REIT boards. As a member of the Strategic Review Committee of the board of Monogram, Ms. Jones oversaw the take-private sale of the company, which resulted in a 22% premium to the share price. As Chair of the board of Veris and formerly Lead Independent Director, she led the board in the company's successful transformation from a capital-intensive office owner to a pure play multifamily REIT, as well as its CEO transition, the sale of $2.5 billion of non-strategic assets and the pay down of $1 billion in debt, improving the operating platform and outperforming peers. In addition, Ms. Jones has been a driving force and leader in the implementation of sustainability strategies at Veris and Crown Castle. •Financial and M&A – Gained extensive experience with strategic financial transactions and capital allocation throughout her career closing over $25 billion in commercial real estate transactions across the U.S., including with joint venture negotiation, capital markets, leasing, structuring and investment. Successfully deployed capital in real estate on behalf of some of the country's largest public pension plans and institutional investors while consistently achieving top quartile returns. •Strategic Planning/Oversight – Developed throughout her career, over three decades of making strategic investment decisions, and most recently as founder and CEO of one of the few woman-owned diversified commercial real estate investment platforms overseeing the development and execution of the firm's investment strategy, operations, finance and technology as well as closing $9 billion in transactions and managing a portfolio, which includes more than 30,000 multifamily units. •Ms. Jones also brings to our Board public company board and executive experience, as well as corporate governance/ethics, risk management, operations, accounting, academia/education and HR/compensation expertise. | |

  14. Nominees for Director

    | CROWN CASTLE INC. | | 2026 PROXY STATEMENT |

  15. Nominees for Director

    | Kevin T. Kabat | Age: 69 | Director Since: 2023 | | Committees: •CHC •N&G Other Public Company Directorships: •NiSource Inc. (NYSE: NI) (since 2015) •Unum Group (NYSE: UNM) (since 2008) •AlTi Global Inc. (NASDAQ: ALTI) (January 2023 – August 2023) •E*TRADE Financial Corporation (NASDAQ: ETFC) ("E*TRADE") (2016 – 2020) Education: •B.S., John Hopkins University •M.S., Purdue University | Experience: •Fifth Third Bancorp (NASDAQ: FITB), diversified financial services company ◦CEO and Vice Chairman of the Board (2012 – 2016) ◦CEO (2007 – 2012) ◦CEO and Chairman (2008 – 2010) ◦EVP (2003 – 2006) ◦President and CEO, Fifth Third Bank Michigan (2001 – 2003) •Old Kent Financial Corporation, bank holding company acquired by Fifth Third Bank in 2021 ◦Held a number of management and executive positions including as Vice Chairman and President (1982 – 2001) Skills and Qualifications: •Financial and M&A – Obtained financial acumen through his more than a three-decade career in the financial services sector, leading one of the largest U.S. diversified financial services companies, which contributed to his deep understanding of financial markets. During his tenure at Fifth Third Bancorp, Mr. Kabat oversaw a successful spin-off of the company's processing division, which was pivotal to the successful execution of its recapitalization strategy. He also served as Lead Independent Director of E*TRADE, overseeing the acquisition of the company by Morgan Stanley in an all-stock transaction valued at approximately $13 billion. •Risk Management – Developed valuable risk management skills through his operational and executive leadership roles with an increasing amount of complexity in the financial services industry, as demonstrated by his CEO tenure at Fifth Third Bancorp, which he successfully navigated through a volatile market environment during the 2008 financial crisis and subsequent economic recovery. His extensive experience serving on public company boards contributes to the Board's risk oversight. •Strategic Planning/Oversight and Operations – Gained a deep understanding of operating in a highly regulated operational environment and balancing the interests of many stakeholders while serving as CEO of Fifth Third Bancorp, where he was responsible for overseeing the strategic direction of the company, leading a shift toward a customer-centric culture and introduction of robust digital service offerings in response to customer demand for efficient digital payment options. •Mr. Kabat also brings to our Board knowledge of accounting, HR/compensation, academia/education and corporate governance/ethics, as well as executive and public company board experience. | |

  16. Nominees for Director

    | CROWN CASTLE INC. | | 2026 PROXY STATEMENT |

  17. Nominees for Director

    | Anthony J. Melone | Age: 65 | Director Since: 2015 | | Committees: •Audit, Chair •Fiber Review •N&G Other Public Company Directorships: •ADTRAN, Inc. (NASDAQ: ADTN) (2016 – 2020) Education: •B.S., Villanova University •M.S.E., University of Pennsylvania | Experience: •Crown Castle Inc. ◦Special Advisor (April 2024 – May 2024) ◦Interim President and CEO (January 2024 – April 2024) •Verizon Communications Inc. (NYSE, NASDAQ: VZ), leading communications technology company and network provider ◦EVP and CTO (2010 – 2015) ◦Served in a variety of positions with Verizon Wireless, a subsidiary of Verizon (2000 – 2010), including as SVP and CTO (2007 – 2010) Skills and Qualifications: •Wireless/Telecom Industry – Gained understanding of our business and the communications infrastructure industry, along with extensive knowledge of our customers and their evolving expectations over his more than 35 years in the telecommunications industry, including responsibility for managing infrastructure assets and over 20,000 communications towers and over 50,000 wireless cell sites. •Technology – Acquired an advanced understanding of telecommunications technologies, regulatory compliance requirements and related emerging technological trends while serving in leadership positions at Verizon, including his role as CTO for Verizon, and its subsidiary Verizon Wireless, where he successfully oversaw the transition of the wireless network from 3G to 4G standard and the launch of the nation's first wireless broadband wide-area network. He played a pivotal role in overseeing multiple platform integrations in support of Verizon's M&A strategy, facilitating interoperability to support reliable network service. •Strategic Planning/Oversight – Developed through his direct responsibility as CTO at Verizon, where he oversaw a large-scale capital investment program designed to enhance and expand the company's nationwide wireless network, including his leadership role in planning and implementing network quality and coverage performance initiatives. •Mr. Melone also brings to our Board knowledge of finance, operations, risk management, HR/compensation and corporate governance/ethics, in addition to public company board and executive experience. | |

  18. Nominees for Director

    | CROWN CASTLE INC. | | 2026 PROXY STATEMENT |

  19. Nominees for Director

    | Katherine Motlagh | Age: 52 | Director Since: 2025 | | Committees: •Audit •CHC •Finance, Chair Other Public Company Directorships: •EVgo, Inc. (NASDAQ: EVGO) (since 2022) •Aeva Technologies, Inc. (NASDAQ: AEVA) (since 2025) Other Memberships: •Director, Institute of Management Accountants - National and European Board (2007 – 2009; 2016 – 2018) Certifications: •NACD Directorship Certification Education: •B.S., Financial University (Moscow, Russia) •M.S., Financial University (Moscow, Russia) | Experience: •CyrusOne LLC (NASDAQ: CONE) ("CyrusOne"), a global data center developer and operator delivering digital infrastructure solutions ◦EVP and Chief Financial Officer ("CFO") (2020 – 2023) •American Tower Corporation (NYSE: AMT) ("AMT"), global provider of wireless infrastructure ◦CFO, Europe, Middle East and Africa and Latin America (2015 – 2020) •Ericsson AB (NASDAQ: ERIC) ("Ericsson"), a multinational networking and telecommunications company ◦Customer Unit and Delivery Unit CFO (2011 – 2015) Skills and Qualifications: •Wireless/Telecom Industry – Gained an understanding of our business and the wireless communications infrastructure industry over her more than 20 year career in the telecommunications industry, where she held various finance and accounting leadership roles at CyrusOne, AMT, Ericsson, Nokia Corporation and Nextel Communications, Inc. (acquired by Sprint Corporation in 2013). •Finance and Accounting – Served as a member of the executive management team of CyrusOne and was responsible for its accounting, finance, capital markets, tax, procurement and investor relations. She is also a licensed Certified Public Accountant. •Strategic Planning/Oversight – Gained extensive expertise during her tenure as CFO at CyrusOne and as a divisional CFO at AMT in strategic leadership and oversight of financial activities and financial reporting, management of international tax policy and planning and internal control compliance. While at AMT, she oversaw international businesses in 18 countries and led a global finance organization of over 300 employees. •Ms. Motlagh also brings to our Board knowledge of risk management, corporate governance, cyber/information security, HR/compensation, operations and M&A and also brings executive and public company board experience. | |

  20. Nominees for Director

    | CROWN CASTLE INC. | | 2026 PROXY STATEMENT |

  21. Nominees for Director

    | Kevin A. Stephens | Age: 64 | Director Since: 2020 | | Committees: •Audit •CHC •Fiber Review Other Public Company Directorships: •Keysight Technologies, Inc. (NYSE: KEYS) (since 2022) Other Memberships: •Director, Consumer Cellular Inc., a private company •Member, The Executive Leadership Council Education: •B.B.A., University of Michigan •M.B.A., University of Southern California | Experience: •Altice USA, Inc. (NYSE: ATUS) ("Altice"), provider of broadband communications and video services ◦EVP and President, Business Services Division (2015 – 2019) •Suddenlink Communications, Inc. ("Suddenlink") (acquired by Altice in 2015), internet and cable provider ◦Served in multiple senior leadership positions, including as President, Commercial and Advertising Operations (2006 – 2015) •Served in various senior leadership positions at Cox Communications, Inc., Choice One Communications and Xerox Corporation Skills and Qualifications: •Telecom Industry – Gained extensive experience in the fiber and telecommunications industry while serving in leadership positions at a number of companies in the sector, developing deep knowledge of customer preferences, distribution channels and industry segments, including in his most recent position at Altice, where he held responsibility for full P&L and operations, as well as oversight of all functional areas. •M&A – Acquired significant expertise by playing a key role throughout his career in all phases of the M&A process, including executing 10 corporate acquisitions across three companies. Following the $20 billion acquisition of Cablevision by Altice, Mr. Stephens led the integration of three business-to-business organizations into one business, creating operational efficiencies by redefining the strategy for the combined company and reinvigorating the product pipeline, which delivered accelerated revenue growth. Mr. Stephens also served as advisor in 2020 to Morgan Stanley Infrastructure Partners in connection with a $3.2 billion acquisition of a fiber infrastructure company. •Strategic Planning/Oversight – Developed a strong track record of designing and executing profitable enterprise expansion strategies in both start-up and Fortune 500 companies, including creating a new wholesale line of business at Suddenlink, which developed into a significant revenue contributor for the company. •Mr. Stephens brings to our Board operations, financial, corporate governance/ethics, HR/compensation and technology expertise and executive and public company board experience. | |

  22. Nominees for Director

    | CROWN CASTLE INC. | | 2026 PROXY STATEMENT |

  23. Nominees for Director

    | Matthew Thornton, III | Age: 67 | Director Since: 2020 | | Committees: •Audit •CHC, Chair •N&G Other Public Company Directorships: •Sherwin Williams Company (NYSE: SHW) (since 2014) •Trustee of registered investment companies in the Nuveen funds complex (since 2020) Other Memberships: •Member, The Executive Leadership Council Education: •B.A., University of Memphis •M.B.A., University of Tennessee, Knoxville | Experience: •FedEx Corporation (NYSE: FDX), leading transportation, ecommerce and services company (1978 – 2019) ◦EVP and COO, FedEx Freight Corporation (2018 – 2019) ◦SVP, U.S. Operations, Federal Express Corporation ("FedEx Express"), a subsidiary (2006 – 2018) ◦SVP, Air, Ground and Freight Services, FedEx Express (2004 – 2006) ◦VP, Regional Operations (Central Region), FedEx Express (1998 – 2004) Skills and Qualifications: •Operations – Gained significant strategic operations and logistics management experience through his broad range of positions over a more than four-decade career at FedEx, where he was responsible for domestic and international P&L and improved the operational performance of multiple business segments. In his most recent role as COO of FedEx Freight, he managed nearly 380 service centers, which included international efforts, transportation, field operations and customer service among other crucial business areas, with an annual revenue of nearly $8 billion. •Strategic Planning/Oversight – Obtained extensive strategic planning experience leading transformational growth initiatives at FedEx, including the development and implementation of an E-commerce platform to facilitate growth, improve service reliability and operational efficiency. This experience was further expanded through his service on the board of Sherwin Williams Company, where he oversaw multiple strategic acquisitions and divestitures to drive value creation opportunities. •HR/Compensation – Acquired over his career, including in his most recent positions, where he oversaw more than 45,000 employees and initiated company-wide efforts to improve network health, on time performance and operational improvements. He was able to achieve record level employee engagement ratings and productivity under his tenure, while maintaining industry-leading practices in driver and workplace safety. •Mr. Thornton also brings to our Board knowledge of risk management, technology and corporate governance/ethics, as well as financial, executive and public company board experience. | |

  24. Nominees for Director

    | CROWN CASTLE INC. | | 2026 PROXY STATEMENT |

  25. Director Compensation Table for 2025

    Director Compensation Table for 2025 The following table sets forth the compensation earned by our non-employee directors in 2025.

  26. Director Compensation Table for 2025

    | | Fees Earned or Paid in Cash ($)(a) | Stock Awards ($)(b) | All Other Compensation ($)(c) | Total Director Compensation ($)(d) | | P. Robert Bartolo | 135,000 | 379,990 | 26,445 | 541,435 | | Cindy Christy(e) | 53,750 | 88,789 | — | 142,539 | | Ari Q. Fitzgerald(e) | 53,750 | 88,789 | — | 142,539 | | Jason Genrich | 112,500 | 229,991 | — | 342,491 | | Andrea J. Goldsmith | 97,500 | 229,991 | — | 327,491 | | Tammy K. Jones | 135,000 | 229,991 | — | 364,991 | | Kevin T. Kabat | 117,500 | 229,991 | — | 347,491 | | Anthony J. Melone | 132,500 | 229,991 | 16,802 | 379,293 | | Katherine Motlagh | 93,750 | 258,304 | 21,188 | 373,242 | | Sunit S. Patel(f) | — | — | — | — | | Bradley E. Singer(e) | 60,000 | 229,991 | — | 289,991 | | Kevin A. Stephens | 125,000 | 229,991 | 16,802 | 371,793 | | Matthew Thornton, III | 122,500 | 229,991 | — | 352,491 |

  27. Director Compensation Table for 2025

    (a) Equals the sum of the Board Retainer, Committee Chair Retainer and Committee Member Retainers, each paid quarterly, earned by the non-employee directors in 2025 as follows:

  28. Director Compensation Table for 2025

    | CROWN CASTLE INC. | | 2026 PROXY STATEMENT |

  29. Director Compensation Table for 2025

    | Name | Board Retainer ($) | Committee Chair Retainer ($) | Committee Member Retainers ($) | | P. Robert Bartolo | 85,000 | 25,000 | 25,000 | | Cindy Christy | 42,500 | — | 11,250 | | Ari Q. Fitzgerald | 42,500 | — | 11,250 | | Jason Genrich | 85,000 | — | 27,500 | | Andrea J. Goldsmith | 85,000 | — | 12,500 | | Tammy K. Jones | 85,000 | 20,000 | 30,000 | | Kevin T. Kabat | 85,000 | 10,000 | 22,500 | | Anthony J. Melone | 85,000 | 30,000 | 17,500 | | Katherine Motlagh* | 63,750 | 10,000 | 20,000 | | Sunit S. Patel | — | — | — | | Bradley E. Singer* | 42,500 | 10,000 | 7,500 | | Kevin A. Stephens | 85,000 | — | 40,000 | | Matthew Thornton, III | 85,000 | 25,000 | 12,500 |

  30. Director Compensation Table for 2025

    * Reflects the Committee Chair Retainer earned by Mr. Singer and Ms. Motlagh for two quarters served as Chair of the Finance Committee for 2025. (b) Represents shares of unrestricted Common Stock granted to eligible non-employee directors in 2025. The amounts shown are approximately equal to the number of shares granted as the 2025 Annual Equity Grant (4,147 shares for Mr. Bartolo, 969 shares for each of Ms. Christy and Mr. Fitzgerald and 2,510 shares for each other non-employee directors), multiplied by $91.63 (except for Ms. Motlagh), which was the closing price per share of Common Stock on February 26, 2025, the date such grants were approved by the Board. Ms. Motlagh received 2,510 shares in lieu of an Initial Equity Grant, since her effective appointment date (March 17, 2025) occurred near the grant date of the 2025 Annual Equity Grant. The valuation of her 2025 Annual Equity Grant reflects the closing price per share of Common Stock on March 17, 2025, which was $102.91. (c) Represents the portion of the medical, dental and vision premiums paid by us for the non-employee directors in 2025. The director also pays a portion of the medical, dental and vision premiums. (d) Equal to the sum of Fees Earned or Paid in Cash, Stock Awards and All Other Compensation for the non-employee directors in 2025. (e) Represents compensation earned by each of Messrs. Fitzgerald and Singer and Ms. Christy for services rendered in 2025 prior to their departure from the Board, effective upon the expiration of their terms as directors at the 2025 Annual Meeting. (f) Mr. Patel resigned from the Board effective March 17, 2025, and was appointed as our EVP & CFO effective April 1, 2025. Mr. Patel was eligible to receive compensation for his service on the Board prior to his service as EVP & CFO. Pursuant to Instruction 3 to Item 402(c) of Regulation S-K, Mr. Patel's compensation for his service as a non-employee director is set forth in the Summary Compensation Table and in the other tables under "IV. Executive Compensation." As such, no amounts are reported for Mr. Patel in this table.

  31. Alignment of Compensation with Company Performance

    Alignment of Compensation with Company Performance Our executive compensation program aims to reward our CEO and all other NEOs based on achievement of the Company's strategic objectives in an effort to align their interests with those of our stockholders. Accordingly, the executive compensation program is heavily weighted to "at risk" compensation consisting of performance-based STIs and LTIs. •2025 Executive Management Team Annual Incentive Plan ("AIP") Payout Paid Above Target: In 2025, we achieved Adjusted EBITDA performance of $4.044 billion, which was above our target of $3.968 billion, and organic revenue growth of $285 million, which was above our target of $251 million (see Appendix B for our definitions and reconciliations of these non-GAAP financial measures). The corresponding weighted payout under the 2025 AIP was 139.16% of target. •2023 to 2025 Performance-based Restricted Stock Units ("RSUs") Not Earned: For the three-year period ended December 31, 2025, our TSR was meaningfully negative and trailed that of the companies in the S&P 500 Index, which was our performance peer group for purposes of TSR comparison, resulting in the forfeiture of the 2023 performance-based LTI awards for the 2023 through 2025 performance period. The design of our executive compensation program is intended to align realizable pay for our executives with stockholder experience, as illustrated in the table below. Over the past three fiscal years, the Company’s cumulative TSR was negative 23%. Over that same period, a hypothetical CEO would have realized total compensation approximately 24% below the originally intended target direct compensation, assuming continuous service over the period. We have elected to present this analysis using a hypothetical CEO for illustrative purposes in light of the multiple CEO transitions and related compensation arrangements experienced by the Company over the past three years, which the Company believes would otherwise limit the comparability and usefulness of an individualized realizable pay analysis. The target compensation used for purposes of this table is based on the 2025 target direct compensation of Mr. Hillabrant, our current President and CEO, as outlined in "—Executive Compensation Elements—2025 Target Direct Compensation" below, and is used solely as a reference point. This table does not represent actual compensation paid or realizable by any current of former executive officer.

  32. Key Compensation Actions to Support Business Initiatives

    | Compensation Peer Group | In 2025, following the announcement of the Strategic Fiber Transaction, the Committee approved changes to the compensation peer group, which were intended to: •Reflect the anticipated scope and scale of the business following the pending Strategic Fiber Transaction by placing the Company closer to the median for its anticipated post-divestiture revenue and market capitalization; and •Increase the weighting of REIT companies within the peer group to reflect the Company’s business profile post-divestiture as U.S.-focused, standalone tower REIT. | | EMT Annual Incentive Plan | For 2025, the Committee aligned the AIP with key business objectives by: •Increasing the weighting of Adjusted EBITDA(1) as a performance measure to 70% (previously 50%) to align with the Company's focus on profitability; and •Replacing AFFO per share ("AFFO/Share")(1) as a performance measure with organic revenue growth (weighted at 30%) to highlight the importance of top-line growth during a challenging business environment. |

  33. Key Compensation Actions to Support Business Initiatives

    | Long-Term Incentive Plan | Between 2024 and 2026, our LTI program has evolved to support key business objectives and align with investor priorities: •2024: Enhanced the focus on capital allocation and discipline by replacing absolute TSR as a performance measure and introducing average return on invested capital over a three-year performance period ("Average ROIC")(1) as a performance measure. •2025: Introduced three-year cumulative AFFO/Share(1) as a performance measure to enhance the focus on multi-year profitability. Relative TSR transitioned from a discrete measure to a modifier that can adjust payouts of performance-based LTI awards by +/- 15% to prioritize the Company's financial performance, while aiming to hold management accountable for stock price performance relative to competitors. Additionally, the performance comparator group transitioned from the S&P 500 Index to the REIT constituents of the S&P 500 Index and the S&P 500 Index as a whole to increase the emphasis on companies that are subject to similar macro factors as the Company, while also continuing to highlight the importance of outperforming the broader market. •2026: Increased the emphasis on three-year cumulative AFFO/Share(1) (now 40% of total LTI mix) and reduced the emphasis on Average ROIC(1) (now 20% of the total LTI mix) to continue to prioritize multi-year profitability and to recognize that the business model is anticipated to be less capital intensive following the projected close of the Strategic Fiber Transaction. | | Transformation RSU Awards | In March 2025, while not standard to our executive compensation program, the Committee approved a one-time award of RSUs to vest upon the successful closing of the Strategic Fiber Transaction ("Transformation RSUs")(b). The Committee believes that these non-recurring awards were necessary to retain key leadership to help facilitate the successful closing of the Strategic Fiber Transaction and to navigate the transition period thereafter, particularly in light of the leadership transitions outlined above. Transformation RSUs were granted to Messrs. Schlanger, Adams and Levendos and Ms. Piche, with a collective grant value of $4.025 million, which we believe is an effective incentive to maintain continuity of leadership and facilitate the closing of the $8.5 billion Strategic Fiber Transaction. | | Target Compensation Adjustments | Based on the competitive market, for 2025, we largely held target compensation flat and did not increase base salary or annual incentive opportunities for our NEOs. |

  34. Compensation Arrangements for Certain Executives

    | Name | Compensation Arrangement and Rationale | | Mr. Patel | In connection with his appointment as EVP and CFO, Mr. Patel received the following compensation arrangement: •Target compensation consisting of $625,000 in base salary, target annual incentive of 100% of base salary and 2025 LTI award with an approximate value of $4,450,000, delivered in the form of 40% RSUs which vest based on the passage of time over a three-year period or such other time period as specified in the agreement governing the RSUs ("Time RSUs") and 60% performance-based RSUs; and •One-time make-whole cash bonus of $250,000 and make-whole Time RSUs of $3,000,000 vesting over three years, which were similar in value to and intended to replace his forfeited bonus and equity upon separation from his prior employer. |

  35. Pay for Performance Alignment

    Committee believes that targeting these levels of compensation aligns with our overall total rewards strategy, which in turn helps us achieve our executive compensation objectives and supports our long-term success. In administering our executive compensation program, we are guided by the following principal objectives: •Aligning annual incentive compensation with financial, operational and strategic objectives; and •Rewarding share price appreciation, multi-year profitability and relative performance through LTI awards. The charts below shows the approximate allocation of base salary, annual incentives and certain RSUs for 2025 (as shown in "IV. Executive Compensation—Summary Compensation Table") among fixed, short-term variable and long-term variable compensation for Mr. Hillabrant, who served as our President and CEO as of December 31, 2025, and for the following NEOs who served as executive officers of the Company as of December 31, 2025: Messrs. Patel, Schlanger, Levendos and Adams and Ms. Piche. The 2025 CEO TDC allocation refers to certain annualized compensation elements of Mr. Hillabrant's 2025 compensation and excludes his make-whole Time RSU award and make-whole cash bonus that he received in connection with his appointment as President and CEO to cover the bonus and equity forfeited upon separating from his prior employer. In addition, the LTI component of Mr. Hillabrant's annualized compensation reflects his target LTI award for 2026 to better demonstrate Mr. Hillabrant's TDC on a go forward basis. Further, the 2025 NEO TDC allocation reflects annualized base salary and STIs, where applicable, and excludes grants of new hire RSUs, promotion RSUs and Transformation RSUs. See "—Executive Summary" above and "—Executive Compensation Elements—Long-Term Incentives—Off-Cycle Awards" for further information.

  36. Competitive Market Analysis

    Competitive Market Analysis The Committee determines the levels for each element of total target compensation (i.e., base salary, STIs and LTIs) by annually engaging in a competitive market analysis with respect to each of these compensation elements for each executive position ("Competitive Market Analysis"). The Committee usually begins this Competitive Market Analysis several months before the compensation decisions are made. Compensation decisions are typically made at the first regularly scheduled Committee meeting of each year (usually held during the first quarter of the year) ("First Regular Committee Meeting"). Market data used in the Committee's Competitive Market Analysis includes peer group data and published and custom survey data.

  37. Peer Group Data

    Peer Group Data Each year the Committee reviews publicly disclosed compensation data from companies comprising our "Peer Group," as discussed further below, when establishing executive pay levels and program design. Generally, in the second half of each year, the Committee reviews the Peer Group composition in advance of the Competitive Market Analysis. This Peer Group review is conducted in collaboration with the Compensation Consultant and also considers management's perspective on current or prospective peer companies. While the Committee typically conducts this Peer Group review annually, it has strived to keep the Peer Group composition fairly constant year-to-year to provide consistency in market data results and allow the Committee to spot trends in pay levels and program design over time. 2025 Compensation Peer Group. In 2024, the Committee elected to delay its review of the compensation peer group for 2025 primarily as a result of the Company's Fiber Business strategic review, as its outcome could impact the scope and scale of our business. In March 2025, the Company announced that it entered into a definitive agreement to sell its Fiber Business, concluding the strategic review. Following this announcement, at its next regularly scheduled meeting in May 2025, the Committee conducted a review of the Peer Group with the assistance of the Compensation Consultant to determine whether the Peer Group continues to reflect the size, scope and other characteristics of the Company, resulting in the Committee's approval of changes to the Peer Group that were intended to reflect the anticipated scope and scale of the business following the close of the Strategic Fiber Transaction by placing the Company closer to the median for its projected post-divestiture revenue and market capitalization. In addition, the changes to the Peer Group contemplated an increased weighting of REIT companies aimed at representing the Company's anticipated business portfolio post divestiture as a U.S.-focused, standalone towers REIT. Based on its review, the Committee elected to: •Remove ten companies: Applied Materials, Inc., Booking Holdings Inc., BXP, Inc., Charter Communications, Inc., Intuit Inc., KLA Corporation, LAM Research Corporation, Lumen Technologies, Inc., NetApp, Inc. and ServiceNow, Inc.; and •Add eight companies: Alexandria Real Estate Equities, Inc., AvalonBay Communities Inc., Equity Residential, Extra Space Storage Inc., Invitation Homes Inc., Iron Mountain Inc., Mid-America Apartment Communities, Inc. and Weyerhaeuser Company.

  38. Peer Group Data

    | CROWN CASTLE INC. | | 2026 PROXY STATEMENT |

  39. Peer Group Data

    These changes resulted in the following "2025 Peer Group": The 2025 Peer Group was used in 2025 as a benchmarking tool to establish pay levels and program design for the 2025 fiscal year.

  40. Executive Compensation Elements

    | COMPENSATION ELEMENT | PURPOSE | KEY CHARACTERISTICS | | BASE SALARY | Provide a base level of income, targeting the market median for executive talent. | Fixed compensation. Reviewed annually and adjusted as appropriate. | | SHORT-TERM INCENTIVES (Annual cash incentive) | Motivate executives to achieve our short-term financial and operational objectives. | Variable, cash-based compensation. Award potential ranges from 0% to 175% of target based on corporate performance measured against pre-established performance goals. | | PERFORMANCE-BASED LTIs (Cumulative AFFO/Share) | Align the interests of our executives with those of our stockholders by enhancing the focus on multi-year profitability. | Variable, stock-based compensation. The number of earned units can range from 0% to 200% based on our cumulative AFFO/Share over a three-year period. "Cliff" vesting following the end of the three-year performance period. | | PERFORMANCE-BASED LTIs (Average ROIC) | Position the interests of our executives in line with those of our stockholders by creating a direct correlation between realizable pay and our Average ROIC over a three-year performance period and reinforcing the importance of capital discipline. | Variable, stock-based compensation. The number of earned units can range from 0% to 200% based on our Average ROIC over a three-year performance period. "Cliff" vesting following the end of the three-year performance period. | | PERFORMANCE-BASED LTIs MODIFIER (Relative TSR) | Prioritize the Company's financial performance, while also aligning the interests of our executives with those of our stockholders by creating a correlation between realizable pay and stockholder return performance on a relative basis. | Performance modifier to AFFO/Share and Average ROIC LTI awards by +/- 15% based on our TSR relative to the REIT constituents of the S&P 500 Index and the S&P 500 Index as a whole, with above-median target at the 55th percentile. | | SERVICE-BASED LTIs (Time RSUs) | Motivate executives to contribute to long-term increases in stockholder value, build executive ownership and retain executives through ratable, multi-year vesting. | Variable, stock-based compensation. Long-term award with ratable vesting over three years that provides a direct correlation of realizable pay to stockholder value. |

  41. 2025 Target Direct Compensation

    | Name | Title | Base Salary ($) | Target STI ($) | Target LTI ($) | Target TDC ($) | Increase in TDC | | Christian H. Hillabrant(a) | President & CEO | 1,000,000 | 2,000,000 | 10,500,000 | 13,500,000 | N/A | | Sunit S. Patel(b) | EVP & CFO | 625,000 | 625,000 | 4,450,000 | 5,700,000 | N/A | | Daniel K. Schlanger | EVP & CTRO; Former Interim President & CEO; Former CFO | 640,000 | 640,000 | 4,125,000 | 5,405,000 | —% | | Christopher D. Levendos | EVP & COO—Fiber | 600,000 | 600,000 | 4,350,000 | 5,550,000 | —% | | Edward B. Adams, Jr. | EVP & General Counsel | 515,000 | 515,000 | 2,900,000 | 3,930,000 | —% | | Catherine Piche | EVP & COO—Towers | 550,000 | 550,000 | 3,700,000 | 4,800,000 | —% | | Steven J. Moskowitz(c) | Former President & CEO | 900,000 | 1,575,000 | 12,300,000 | 14,775,000 | —% |

  42. Short-Term Incentives

    Short-Term Incentives The STI component of compensation represents a significant portion of the overall cash compensation opportunity for our executives. STIs are a variable element of compensation that are linked to the achievement of specific short-term financial objectives each year. Our NEO's STIs are earned based upon meeting certain performance goals and may be earned at above-target or below-target levels based on the degree of achievement of those goals. In order to accomplish its overall executive compensation objectives, the Committee has identified the following principles for developing the overall framework of the STI program. The program should: •be performance-based and market competitive; •link the financial measures with stockholder expectations; and •motivate executives to achieve short-term financial objectives, while avoiding excessive risk.

  43. Annual Incentives

    Annual Incentives To achieve the program objectives, our STIs for executives are generally composed of performance-based annual incentives paid in accordance with an annually approved AIP. The AIP is a cash-based, STI program that provides executives with the opportunity to earn an annual cash incentive based on the achievement of annual performance goals. Such performance goals are pre-established based on the annual expectations for our business and are meant to be challenging, yet achievable. The Compensation Consultant has reviewed the performance goals and has noted that the performance goals represent meaningful targets that are challenging and indicative of value creation. The performance period covered by the AIP is from January 1 to December 31 of the applicable calendar year. For 2025, each NEO was eligible to earn between 0% and 175% of such executive's target opportunity under the AIP. To mitigate excessive risk, annual incentives are capped at the maximum payout opportunity even if actual performance exceeds the maximum performance goal. The following table illustrates the 2025 annual incentive target opportunity and the potential range of payouts as a percentage of target for each NEO:

  44. Annual Incentives

    | Name | Title | Target Opportunity (as % of Base Salary) | Potential Payout Range (as % of Target Opportunity) | | Christian Hillabrant | President & CEO | 200% | 0% - 175% | | Sunit S. Patel | EVP & CFO | 100% | 0% - 175% | | Daniel K. Schlanger | EVP & CTRO; Former Interim President & CEO; Former CFO | 100% | 0% - 175% | | Christopher D. Levendos | EVP & COO—Fiber | 100% | 0% - 175% | | Edward B. Adams, Jr. | EVP & General Counsel | 100% | 0% - 175% | | Catherine Piche | EVP & COO—Towers | 100% | 0% - 175% | | Steven J. Moskowitz(a) | Former President & CEO | 175% | 0% - 175% |

  45. Annual Incentives

    (a)Mr. Moskowitz ceased serving as our President & CEO, effective March 23, 2025. 2025 Annual Incentive Performance Structure and Achievement. The annual incentive structure is designed to recognize and motivate strong financial performance. The performance measures, relative weightings and threshold-target-maximum payout ranges were designed based on our 2025 financial budget, as approved by the Board in the first quarter of 2025. For 2025, the Committee modified the annual incentive structure to (1) remove AFFO/Share as a performance measure, (2) introduce organic revenue growth as a new financial performance measure and (3) increase the weighting of Adjusted EBITDA from 50% to 70%.

  46. Annual Incentives

    | CROWN CASTLE INC. | | 2026 PROXY STATEMENT |

  47. Annual Incentives

    The components of the total annual incentive payout under the AIP for 2025 were as follows:

  48. Annual Incentives

    | Performance Measure | 2025 Weighting | 2025 Actual | 2025 Weighted Achievement | | Adjusted EBITDA(a) | 70% | 124% | 86.70% | | Organic Revenue Growth(a) | 30% | 175% | 52.50% | | 2025 Annual Incentive Achievement | | | 139.16% |

  49. Annual Incentives

    (a) See Appendix B for definition and reconciliation of this non-GAAP financial measure. For 2025, the level at which corporate financial performance goals were established was based on the Board-approved financial budget and the guidance provided to investors for the applicable calendar year, with "target" goals representing the Board-approved budget amounts. The target levels established below were rigorous. For Adjusted EBITDA, the target level for 2025 was established below 2024 actual results in light of the headwinds facing the Company and the industry as a whole, including: a decrease in tower and small cells leasing activity due to reduced network spending by the major telecommunications providers, an increase in tower, small cells and fiber solutions churn activity primarily driven by the T-Mobile US, Inc. and Sprint network consolidation and increases in borrowing costs due to higher interest rates. The following table presents the 2025 corporate financial performance goals and actual results considered by the Committee in determining the NEOs' 2025 annual incentives. For each NEO, the annual incentive is financially driven, based on an objective formula that weighs the performance measures of Adjusted EBITDA at 70% and organic revenue growth at 30%. Based on actual performance and weighting of these metrics, each NEO received a payout of 139.16% of target as set forth in the table above.

  50. Annual Incentive Performance Metrics, Weighting, Payout Range and Achievement

    Annual Incentive Performance Metrics, Weighting, Payout Range and Achievement

  51. Annual Incentive Performance Metrics, Weighting, Payout Range and Achievement

    | 70% Weighting | | | 30% Weighting | | | | Performance Level | Adjusted EBITDA(a) ($ in millions) | Percent Payout | Performance Level | Organic Revenue Growth(a) ($ in millions) | Percent Payout | | Maximum | $4,207 | 175% | Maximum | $266 | 175% | | Target | $3,968 | 100% | Target | $251 | 100% | | Threshold | $3,809 | 50% | Threshold | $241 | 50% | | Below Threshold | <$3,809 | 0% | Below Threshold | <$241 | 0% | | Actual | $4,004 | 124% | Actual | $285 | 175% |

  52. Annual Incentive Performance Metrics, Weighting, Payout Range and Achievement

    (a) See Appendix B for definition and reconciliation of this non-GAAP financial measure. There is the following additional performance requirement for annual incentives for 2025: •The business units or departments for which the executives are responsible must receive an acceptable assessment of applicable internal control over financial reporting for the previously completed fiscal year, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 ("404 Assessment"). Receipt of a 404 Assessment with a material weakness may result in a reduction or elimination of the potential annual incentives for the responsible executives and potentially all of the executives.

  53. Annual Incentive Performance Metrics, Weighting, Payout Range and Achievement

    | CROWN CASTLE INC. | | 2026 PROXY STATEMENT |

  54. Annual Incentive Performance Metrics, Weighting, Payout Range and Achievement

    The following table illustrates the 2025 annual incentive payout for each eligible NEO based on the payout factors above:

  55. Annual Incentive Performance Metrics, Weighting, Payout Range and Achievement

    | Name | Title | Target Annual Incentive | Annual Incentive Achievement | Actual Annual Incentive | | Christian H. Hillabrant(a) | President & CEO | $591,780 | 139.16% | $823,522 | | Sunit S. Patel(b) | EVP & CFO | $470,890 | 139.16% | $655,291 | | Daniel K. Schlanger | EVP & CTRO; Former Interim President & CEO; Former CFO | $640,000 | 139.16% | $890,624 | | Christopher D. Levendos | EVP & COO—Fiber | $600,000 | 139.16% | $834,960 | | Catherine Piche | EVP & COO—Towers | $550,000 | 139.16% | $765,380 | | Edward B. Adams, Jr. | EVP & General Counsel | $515,000 | 139.16% | $716,674 | | Steven J. Moskowitz(c) | Former President & CEO | $353,835 | 139.16% | $492,397 |

  56. Annual Incentive Performance Metrics, Weighting, Payout Range and Achievement

    (a)Mr. Hillabrant was appointed as our President & CEO, effective September 15, 2025, and, therefore, his target and actual annual incentive reflected in the table has been prorated for 2025. (b)Mr. Patel was appointed as our EVP & CFO, effective April 1, 2025, and, therefore, his target and actual annual incentive reflected in the table has been prorated for 2025. (c)Mr. Moskowitz ceased serving as our President & CEO effective March 23, 2025, and his target and actual annual incentive reflected in the table has been prorated for 2025 in accordance with the terms of his Severance Agreement. Further details regarding annual incentives paid to the NEOs are provided below in the tables and related footnotes at "IV. Executive Compensation—Summary Compensation Table" and "IV. Executive Compensation—Grants of Plan-Based Awards in 2025."

  57. Long-Term Incentives

    Long-Term Incentives The LTI component represents the largest portion of the overall value of the total compensation program for our executives. In its assessment of LTIs, the Committee, with the assistance of the Compensation Consultant, considers market data, our business needs and the economic climate. In doing so, the Committee has determined that a mix of performance-based and time-based equity continues to appropriately achieve our executive LTI program objectives. The objectives of our LTI program are to: •align a significant portion of our executives' compensation with the return experienced by our stockholders; •provide a means for our executives to accumulate shares of Common Stock to foster a culture of stewardship; and •serve as a retention vehicle for our executives. 2025 LTI Design Overview. For 2025, to provide an appropriate balance of incentives tied to performance, the annual LTI element of our executive compensation program was delivered in the form of the following RSUs, which may vest based on: (1) three-year cumulative AFFO per share ("Cumulative AFFO/Share Performance RSUs"), weighted at 30%, (2) our average ROIC over a three-year performance period ("Average ROIC Performance RSUs," and together with AFFO/Share Performance RSUs "Performance RSUs"), weighted at 30%, and (3) the passage of time over a three-year period in the form of Time RSUs. Performance RSUs are subject to a relative TSR modifier with a target goal set at above median performance (as described further below at "—Relative TSR Modifier to 2025 LTI Awards").

  58. Long-Term Incentives

    | CROWN CASTLE INC. | | 2026 PROXY STATEMENT |

  59. Long-Term Incentives

    The table below illustrates the framework of the 2025 LTI design. 2025 LTI Awards. The Performance RSUs granted in 2025 were issued pursuant to our 2022 Long-Term Incentive Plan, as amended ("2022 LTIP") and represent a contingent right to receive Common Stock equal to 0% to 200% of the target number of Performance RSUs. Vesting of the Performance RSUs is subject to (1) the level of achievement against the relevant performance criteria over a three-year performance period (beginning January 1, 2025, and ending December 31, 2027) and (2) the executive remaining an employee or director of ours (including our affiliates) until February 19, 2028. In addition, the Performance RSUs are subject to relative TSR modifier with a target goal set at above median performance. In connection with the award of the Performance RSUs for 2025, the Committee established a threshold, target and maximum performance level and determined the percentage of the RSUs that would vest at each performance level as set forth below:

  60. Long-Term Incentives

    | Cumulative AFFO/Share Performance RSUs(a) | | Average ROIC Performance RSUs(a) | | | Performance Level | Vesting | Performance Level | Vesting | | Maximum | 200% | Maximum | 200% | | Target | 100% | Target | 100% | | Threshold | 50% | Threshold | 50% | | Below Threshold | 0% | Below Threshold | 0% |

  61. Long-Term Incentives

    (a) See Appendix B for definition and reconciliation of this non-GAAP financial measure. Information with respect to performance levels for our cumulative AFFO/Share and Average ROIC measures during the pendency of their three-year performance periods are not considered material to an understanding of the compensation arrangements of our executive officers and is not disclosed in this discussion, as it represents confidential financial information that we do not otherwise disclose to the public. Disclosing this information could cause significant competitive harm to the Company. We believe our performance targets for cumulative AFFO/Share and Average ROIC were set at an appropriate level at the beginning of the performance period to be aspirational, but sufficiently achievable to motivate the performance of our executive officers. We disclose information with respect to the threshold, target and maximum payout opportunities for cumulative AFFO/Share and Average ROIC and the actual number of units awarded in our executive compensation disclosures with the SEC in the fiscal year following the conclusion of the three-year performance period. The levels at which the cumulative AFFO/Share and Average ROIC vesting targets are established are generally reviewed and approved at the First Regular Committee Meeting of the grant year. Additional information regarding the Performance RSUs described above is provided below in the tables and related

  62. Long-Term Incentives

    | CROWN CASTLE INC. | | 2026 PROXY STATEMENT |

  63. Long-Term Incentives

    footnotes at "IV. Executive Compensation—Summary Compensation Table" and "IV. Executive Compensation—Grants of Plan-Based Awards in 2025." Relative TSR Modifier to 2025 LTI Awards. While our Performance RSUs granted in 2025 are based on specific financial performance measures, actual payouts of LTI compensation are also directly tied to TSR. Accordingly, payout percentages with respect to cumulative AFFO/Share and Average ROIC are adjusted by a cumulative three-year relative TSR modifier of up to plus or minus (+/-) 15% based on relative performance as ranked against the REIT constituents of the S&P 500 Index and the S&P 500 Index as a whole ("TSR Peer Group"), with the target payout if the Company's TSR performance ranking ("TSR Rank") equals the 55th percentile of the TSR Peer Group.

  64. Long-Term Incentives

    | Relative TSR Modifier(a) | | | | Performance Level | TSR Rank | Relative TSR Modifier | | Maximum | 80th percentile | 115% | | Target | 55th percentile | 100% | | Threshold | 30th percentile | 85% |

  65. Long-Term Incentives

    (a) For TSR Rank outcomes (i) between the 30th and 55th percentiles of the TSR Peer Group or (ii) between the 55th and 80th percentiles of the TSR Peer Group, the relative TSR modifier will be calculated via linear interpolation. The Committee has the authority to interpret and determine the application and calculation of matters relating to the determination of TSR, the Company's TSR Rank, the relative TSR modifier, Average ROIC and cumulative AFFO/Share and to make adjustments it deems appropriate to reflect changes in the Common Stock, including as a result of any stock split or consolidation, stock dividend, recapitalization, merger, reorganization or other relevant distribution or change in capitalization. Off-Cycle Awards. In 2025, the Committee approved certain off-cycle LTI awards that consisted of the following: •Make-whole RSUs (also referred to as new hire RSUs) are Time RSUs awarded to certain newly hired executives based on the position and role into which they are hired and vest in accordance with the terms of the respective RSU agreement ("Make-Whole RSUs" or "New Hire RSUs"). The following Make-Whole RSUs were granted to NEOs in 2025 to primarily offset the equity forfeited from a prior employer or as inducement to join the Company: ◦On April 1, 2025, in connection with his appointment as EVP and CFO, Mr. Patel was awarded Make-Whole RSUs with an approximate value of $3,000,000, which are scheduled to vest a third on April 10th of each of 2026, 2027 and 2028, subject to Mr. Patel's continued employment with the Company through each applicable vesting date. ◦On September 15, 2025, in connection with his appointment as President and CEO, Mr. Hillabrant was awarded Make-Whole RSUs with an approximate value of $7,000,000, which are scheduled to vest a third on September 15th of each of 2026, 2027 and 2028, subject to Mr. Hillabrant's continued employment with the Company through each applicable vesting date. •Promotion RSUs are Time RSUs awarded to certain executives in recognition of a promotion to a new position or role and vest in accordance with the terms of the respective RSU agreement ("Promotion RSUs"). On March 23, 2025, Mr. Schlanger received an RSU grant in connection with his promotion to Interim President and CEO with an approximate value of $4,100,000 to vest in full on March 23, 2026, subject to Mr. Schlanger's continued employment through the vesting date; provided that such Promotion RSUs will accelerate and vest in full if Mr. Schlanger is terminated by the Company without cause prior to the vesting date.

  66. Long-Term Incentives

    | CROWN CASTLE INC. | | 2026 PROXY STATEMENT |

  67. Long-Term Incentives

    •Transformation RSUs are a one-time award of RSUs scheduled to vest upon the successful closing of the Strategic Fiber Transaction, except with respect to Mr. Schlanger (as detailed below). The following non-recurring Transformation RSUs were granted to NEOs in 2025 predominantly to retain key leadership during a time of transformation within the Company as a result of the anticipated divestiture of its Fiber Business and to help facilitate the closing of the Strategic Fiber Transaction, which is anticipated to close in the first half of 2026. The collective grant value of these awards is $4.025 million, which we believe is an effective incentive to facilitate the closing of the $8.5 billion Strategic Fiber Transaction. ◦On March 23, 2025, Mr. Schlanger was awarded a Transformation RSU grant with an approximate value of $1,000,000, which is scheduled to vest 50% upon the closing of the Strategic Fiber Transaction and 50% on the six-month anniversary of such closing, subject to Mr. Schlanger's continued employment through each applicable vesting date; provided that these RSUs will accelerate and vest in full if Mr. Schlanger is terminated by the Company without cause prior to the award becoming fully vested. ◦On March 28, 2025, Messrs. Adams and Levendos were each awarded a Transformation RSU grant with an approximate value of $1,500,000 and $1,000,000, respectively. ◦On April 22, 2025, Ms. Piche was awarded a Transformation RSU grant with an approximate value of $525,000. Payout for 2023 Performance RSUs. For the three-year period ending on December 31, 2025, our TSR was meaningfully negative and trailed that of our performance relative to companies in the S&P 500 Index, which companies consist of our performance peer group for purposes of the 2023 Performance RSUs, resulting in the forfeiture of the 2023 performance-based LTI awards for the 2023 through 2025 performance period.

  68. Severance Agreements

    Severance Agreements The Committee believes establishing competitive severance arrangements with our executives is a key part of a total rewards package to effectively recruit and retain high-performing executives. We have entered into severance agreements containing severance benefits and non-compete and non-solicitation provisions with each of our NEOs and certain other executive officers (as amended, "Severance Agreements"). We do not currently have employment-related agreements with any of our NEOs other than the Severance Agreements (as defined in and further discussed in "IV. Executive Compensation—Potential Payments Upon Termination of Employment"). Pursuant to each Severance Agreement, we are generally required to provide severance benefits to the officer if such officer is terminated without Cause (as defined in the Severance Agreement) or such officer terminates employment with Good Reason (as defined in the Severance Agreement) (collectively a "Qualifying Termination"). The Severance Agreements provide for enhanced severance benefits if the officer incurs a Qualifying Termination within two years following a Change in Control (as defined in the Severance Agreements). The Committee has adopted a policy not to enter into any agreement providing for an excise tax "gross up" payment relating to an "excess parachute payment" (pursuant to Section 280G of the Internal Revenue Code of 1986, as amended ("Code")) ("Excise Tax Payment"), and no existing Severance Agreements contain Excise Tax Payment provisions. We periodically review the level of executive severance benefits by analyzing our severance benefits as compared to competitive market practices as provided in surveys and information from third parties. Subsequent Severance Agreements may be different as a result of such reviews.

  69. Severance Agreements

    | CROWN CASTLE INC. | | 2026 PROXY STATEMENT |

  70. Severance Agreements

    Mr. Moskowitz's employment was terminated without Cause effective March 23, 2025, which met the definition of a Qualifying Termination pursuant to the terms of his Severance Agreement with the Company. As a result, Mr. Moskowitz is eligible to receive certain payments and benefits following his separation, in accordance with such agreement.

  71. Amended and Restated Extended Service Separation Program

    Amended and Restated Extended Service Separation Program The Board has approved a program designed to make available certain retirement-type benefits to all employees, including the NEOs, that meet certain age and service requirements. Generally, to be eligible, (1) the sum of an employee's age and years of service as an employee must be equal to or greater than 70, (2) the employee must be credited with at least 10 years' service, (3) the employee must be at least 50 years old and (4) the employee must provide at least six months' prior notice (or, for certain non-executive positions, three months' prior notice) of his or her intention to terminate employment. Assuming these conditions are satisfied, RSUs held by such employees that were granted at least six months prior to termination will continue to have the opportunity to vest pursuant to their terms (other than the employment requirement), subject to certain additional conditions, including the execution of a full release and an agreement to be available for post-termination consultation with us. As to an employee not holding RSUs, the program generally provides that, in connection with employment termination, an employee who meets the above eligibility requirements will receive a fully-vested, discretionary, profit-sharing contribution pursuant to the Crown Castle Inc. 401(k) Plan ("401(k) Plan") equal to 25% of the employee's base salary. The program is subject to interpretation, modification or termination by the Committee or Board in the sole discretion of each at any time.

  72. Independent Compensation Consultant

    Independent Compensation Consultant In performing its duties, the Committee obtains advice from the Compensation Consultant, FW Cook, which is engaged directly by the Committee (while the Compensation Consultant is engaged by the Committee, it works with management, including members of our HR department and our CEO, as directed by the Committee). In addition, in the case of compensation decisions relating to executives other than the CEO, the Committee seeks and obtains input from the CEO. The Committee regularly holds executive sessions at its meetings during which management, including the CEO, is not in attendance. Management, including members of our HR department and our CEO, assists with the coordination, preparation and review of Committee meeting materials.

  73. Compensation Recovery and Recoupment (Clawback) Policies

    Compensation Recovery and Recoupment (Clawback) Policies Recovery Policy. In October 2023, the Board adopted the Incentive Compensation Recovery Policy ("Recovery Policy") to comply with the requirements of Exchange Act Rule 10D-1 and the NYSE listing standards thereunder to provide for the mandatory recoupment of excess incentive compensation (as that term is defined in the Recovery Policy) that was received by certain current and former executive officers in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the federal securities laws. Recoupment Policy. In addition, we maintain a separate legacy recoupment policy ("Recoupment Policy"), which provides that in the event of a restatement of the Company's financial statement or a determination by the Board that misconduct by an NEO or certain other employees caused financial or reputational harm to the Company, the Committee will review the circumstances and make recommendations to the Board as to whether recoupment should be pursued. Under the Recoupment Policy, "misconduct" includes any intentional or reckless violation of our guidelines and policies or any grossly negligent act or failure to act causing the above described result. In such circumstances, the Committee will review all compensation that has been awarded to a responsible party and determine how such compensation may have been affected by the financial restatements or misconduct. Should the Board determine that recoupment is appropriate, we may recoup from an NEO or other responsible employee any cash incentives and equity awarded in reliance on the financial statements that were restated, or for the year in which the financial or reputational harm occurred, to the extent the Committee determines that the cash incentives and equity awarded were based on such restated financial statements or resulted from such misconduct. The NEO and other responsible employees may also be subject to other disciplinary actions, up to and including termination of employment.

  74. Policies and Practices Related to the Grant of Stock Options and Similar Awards

    Policies and Practices Related to the Grant of Stock Options and Similar Awards Although the 2022 LTIP allows for the grant of stock options, stock appreciation rights, or similar option-like awards, we do not currently grant such equity awards as part of our compensation program. Accordingly, we have no formal policies or practices to disclose under Item 402(x) of Regulation S-K. In addition, the Company does not schedule equity award grants in anticipation of the release of material nonpublic information, nor does the Company time the disclosure of material nonpublic information for purposing of affecting the value of executive compensation.

  75. Summary Compensation Table

    Summary Compensation Table The following Summary Compensation Table sets forth the compensation of the NEOs for 2025, 2024 and 2023 (where applicable). Additional details regarding the applicable elements of compensation in the Summary Compensation Table are provided in the footnotes following the table.

  76. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(a) | Bonus ($)(b) | Stock Awards ($)(c) | Non-Equity Incentive Plan Compensation ($)(d) | All Other Compensation ($)(e) | Total ($) | | Christian H. Hillabrant(f) | 2025 | 269,231 | 800,000 | 12,147,036 | 823,522 | 115,012 | 14,154,801 | | President & CEO | | | | | | | | | Sunit S. Patel(g) | 2025 | 456,731 | 250,000 | 7,695,957 | 655,291 | 45,295 | 9,103,274 | | EVP & CFO | | | | | | | | | Daniel K. Schlanger(h) | 2025 | 640,000 | 572,473 | 9,885,430 | 890,624 | 46,573 | 12,035,100 | | EVP & CTRO | 2024 | 636,154 | 0 | 6,541,679 | 681,792 | 61,337 | 7,920,962 | | | 2023 | 620,000 | 0 | 3,814,076 | 449,748 | 59,194 | 4,943,018 | | Christopher D. Levendos | 2025 | 600,000 | 0 | 5,423,183 | 834,960 | 46,666 | 6,904,809 | | EVP & COO—Fiber | 2024 | 585,577 | 0 | 4,498,170 | 639,180 | 62,076 | 5,785,003 | | | 2023 | 525,000 | 0 | 4,160,858 | 380,835 | 59,194 | 5,125,887 | | Edward B. Adams, Jr. | 2025 | 515,000 | 0 | 4,449,373 | 716,674 | 18,425 | 5,699,472 | | EVP & General Counsel | 2024 | 512,115 | 0 | 2,998,892 | 548,629 | 35,425 | 4,095,061 | | | 2023 | 462,272 | 0 | 3,588,861 | 362,700 | 33,858 | 4,447,691 | | Catherine Piche(i) | 2025 | 550,000 | 0 | 4,286,658 | 765,380 | 44,870 | 5,646,908 | | EVP & COO—Towers | 2024 | 84,615 | 0 | 1,171,415 | 104,341 | 8,682 | 1,369,053 | | | 2023 | 403,846 | 0 | 4,160,858 | 0 | 183,370 | 4,748,074 | | Steven J. Moskowitz(j) | 2025 | 225,000 | 0 | 12,504,484 | 492,397 | 4,996,573 | 18,218,454 | | Former President & CEO | 2024 | 630,000 | 0 | 14,566,409 | 1,210,251 | 35,115 | 16,441,775 |

  77. Summary Compensation Table

    (a)Represents the dollar value of base salary earned by the NEO during the applicable fiscal year. (b)For Mr. Hillabrant and Mr. Patel, represents one-time make-whole cash bonuses paid shortly following their commencement of employment in 2025. Such bonuses are subject to recoupment by the Company in certain circumstances, including but not limited to their voluntary termination of employment (other than for Good Reason (as defined in the applicable Severance Agreement)) within twelve months following commencement of employment. For Mr. Schlanger, represents payments made in 2025 in the form of a monthly stipend of $100,000 per month for each month during which he served as Interim President & CEO. (c)Represents the aggregate grant date fair value of stock awards granted to each NEO in the applicable fiscal year, calculated in accordance with ASC 718. The grant date fair values have been determined based on the assumptions and methodologies set forth in notes 2 and 12 to the consolidated financial statements in our 2025 Form 10-K. The grant date fair value of the Average ROIC Performance RSUs and the AFFO/Share Performance RSUs granted in 2025 is reported based on the Company's determination of the probable outcome of the achievement of the applicable performance conditions at the target level on the grant date. The combined value of the 2025 Average ROIC Performance RSUs and 2025 AFFO/Share Performance RSUs, assuming achievement of the maximum performance level of 200%, is: Mr. Hillabrant, $6,437,547; Mr. Patel, $5,740,595; Mr. Schlanger, $5,590,988; Mr. Levendos, $5,329,520; Mr. Adams, $3,552,890; Ms. Piche, $4,533,074; and Mr. Moskowitz, $15,069,129. (d)Represents the value of the annual incentives earned by and paid to the NEOs for the applicable fiscal year under the applicable AIP. These annual incentives are paid in cash. For Mr. Hillabrant and Mr. Patel, in accordance with their compensation arrangements, the amounts are prorated to reflect their respective dates of hire. For Mr. Moskowitz, such prorated amount is payable pursuant to his Severance Agreement by reason of his Qualifying Termination (as defined in his Severance Agreement), which occurred on March 23, 2025. Additional details regarding the range of the NEOs' 2025 annual incentive award opportunities are disclosed above at "IV. Executive Compensation—Compensation Discussion

  78. Summary Compensation Table

    | CROWN CASTLE INC. | | 2026 PROXY STATEMENT |

  79. Summary Compensation Table

    and Analysis—Executive Compensation Elements—Short-Term Incentives" and below in the table and related footnotes at "IV. Executive Compensation—Grants of Plan-Based Awards in 2025." (e)Represents the aggregate value of all other compensation for the applicable fiscal year not otherwise reported in any other column of the Summary Compensation Table. This amount generally includes matching contributions made by the Company under the 401(k) Plan and the dollar value of the portion of health and welfare insurance premiums paid by the Company in the applicable fiscal year. In addition, this column includes certain amounts as reported in the table below at "IV. Executive Compensation—All Other Compensation Table" and the footnotes thereto. (f)Mr. Hillabrant was appointed President & CEO effective September 15, 2025. Mr. Hillabrant first qualified as an NEO for 2025, and, therefore, compensation information is provided for him with respect to 2025 only. (g)Mr. Patel was appointed EVP & CFO effective April 1, 2025. Mr. Patel first qualified as an NEO for 2025, and, therefore, compensation information is provided for him with respect to 2025 only. Mr. Patel's compensation for his service as a non-employee director prior to his appointment as EVP & CFO is set forth in Summary Compensation Table pursuant to Instruction 3 to Item 402(c) of Regulation S-K. (h)Mr. Schlanger served as EVP & CFO until April 1, 2025, at which time Mr. Patel was appointed to such position. Further, Mr. Schlanger was appointed Interim President & CEO effective March 23, 2025. Mr. Schlanger served in such capacity until Mr. Hillabrant was appointed President & CEO on September 15, 2025, at which time Mr. Schlanger assumed the role of EVP & CTRO. (i)Ms. Piche previously served as EVP & COO–Towers from September 1, 2021, through September 30, 2023, at which time she separated from the Company. Ms. Piche rejoined the Company on September 23, 2024, as our EVP & COO–Towers. (j)Mr. Moskowitz served as President & CEO from April 11, 2024, until March 23, 2025. Mr. Moskowitz first qualified as an NEO for 2024, and, therefore, compensation information is provided for him with respect to 2025 and 2024 only.

  80. Summary Compensation Table

    | CROWN CASTLE INC. | | 2026 PROXY STATEMENT |

  81. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table and the footnotes thereto provide information regarding grants of plan-based equity and non-equity awards made to the NEOs during 2025:

  82. Grants of Plan-Based Awards in 2025

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(a) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(b) | | | All Other Stock Awards (#)(c) | Grant Date Fair Value of Stock Awards ($)(d) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Christian H. Hillabrant | — | 295,890 | 591,781 | 1,035,616 | — | — | — | — | — | | | 9/15/25(e) | — | — | — | — | — | — | 73,398 | 6,867,851 | | | 9/15/25 | — | — | — | — | — | — | 22,020 | 2,060,411 | | | 9/15/25(f) | — | — | — | 8,257 | 16,515 | 33,030 | — | 1,609,387 | | | 9/15/25(g) | — | — | — | 8,257 | 16,515 | 33,030 | — | 1,609,387 | | Sunit S. Patel | — | 235,445 | 470,890 | 824,058 | — | — | — | — | — | | | 4/1/25(h) | — | — | — | — | — | — | 28,952 | 3,028,669 | | | 4/1/25 | — | — | — | — | — | — | 17,178 | 1,796,991 | | | 4/1/25(f) | — | — | — | 6,442 | 12,884 | 25,768 | — | 1,435,149 | | | 4/1/25(g) | — | — | — | 6,442 | 12,884 | 25,768 | — | 1,435,149 | | Daniel K. Schlanger | — | 320,000 | 640,000 | 1,120,000 | — | — | — | — | — | | | 3/23/25(i) | — | — | — | — | — | — | 40,478 | 4,306,454 | | | 3/23/25(j) | — | — | — | — | 9,873 | 9,873 | — | 1,050,388 | | | 3/23/25 | — | — | — | — | — | — | 16,290 | 1,733,093 | | | 3/23/25(f) | — | — | — | 6,108 | 12,217 | 24,434 | — | 1,397,747 | | | 3/23/25(g) | — | — | — | 6,108 | 12,217 | 24,434 | — | 1,397,747 | | Christopher D. Levendos | — | 300,000 | 600,000 | 1,050,000 | — | — | — | — | — | | | 2/26/25 | — | — | — | — | — | — | 19,182 | 1,757,647 | | | 2/26/25(f) | — | — | — | 7,193 | 14,387 | 28,774 | — | 1,332,380 | | | 2/26/25(g) | — | — | — | 7,193 | 14,387 | 28,774 | — | 1,332,380 | | | 3/28/25(j) | — | — | — | — | 9,660 | 9,660 | — | 1,000,776 | | Edward B. Adams, Jr. | — | 257,500 | 515,000 | 901,250 | — | — | — | — | — | | | 2/26/25 | — | — | — | — | — | — | 12,788 | 1,171,764 | | | 2/26/25(f) | — | — | — | 4,795 | 9,591 | 19,182 | — | 888,223 | | | 2/26/25(g) | — | — | — | 4,795 | 9,591 | 19,182 | — | 888,223 | | | 3/28/25(j) | — | — | — | — | 14,490 | 14,490 | — | 1,501,164 | | Catherine Piche | — | 275,000 | 550,000 | 962,500 | — | — | — | — | — | | | 2/26/25 | — | — | — | — | — | — | 16,316 | 1,495,035 | | | 2/26/25(f) | — | — | — | 6,118 | 12,237 | 24,474 | — | 1,133,269 | | | 2/26/25(g) | — | — | — | 6,118 | 12,237 | 24,474 | — | 1,133,269 | | | 4/22/25(j) | — | — | — | — | 5,031 | 5,031 | — | 525,085 | | Steven J. Moskowitz | — | 176,918 | 353,836 | 619,212 | — | — | — | — | — | | | 2/26/25 | — | — | — | — | — | — | 54,239 | 4,969,920 | | | 2/26/25(f) | — | — | — | 20,339 | 40,679 | 81,358 | — | 3,767,282 | | | 2/26/25(g) | — | — | — | 20,339 | 40,679 | 81,358 | — | 3,767,282 |

  83. Grants of Plan-Based Awards in 2025

    (a)Represents the estimated payouts that the NEOs could earn under the AIP as described in the CD&A above. The annual incentive opportunities for each NEO, calculated as a percentage of the NEO's base salary, are provided above in "IV. Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Elements—Short-Term Incentives—Annual Incentives." For Mr. Hillabrant and Mr. Patel, such amounts are shown on a prorated basis, reflective of their partial year participation in the 2025 AIP. The actual annual incentives paid to each NEO under the AIP are disclosed above in the "Non-Equity Incentive Plan Compensation" column of the table at "IV. Executive Compensation—Summary Compensation Table." (b)The grant listed for each NEO represents the Performance RSU component of the 2025 LTIs, as well as Transformation RSUs granted to certain NEOs in 2025. All such grants were made pursuant to the 2022 LTIP. Details regarding vesting parameters generally applicable to these RSUs are provided above in "IV. Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Elements—Long-Term Incentives."

  84. Grants of Plan-Based Awards in 2025

    | CROWN CASTLE INC. | | 2026 PROXY STATEMENT |

  85. Grants of Plan-Based Awards in 2025

    (c)The grant listed for each NEO represents the Time RSU component of the 2025 LTIs. All such grants were made pursuant to the 2022 LTIP. Details regarding vesting parameters generally applicable to these RSUs are provided above in "IV. Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Elements—Long-Term Incentives." (d)Represents the grant date fair value of the RSUs granted to the NEOs in 2025 calculated in accordance with ASC 718, the aggregate of which is included above in the "Stock Awards" column of the table at "IV. Executive Compensation—Summary Compensation Table." Generally, the grant date fair value is the amount we would expense in our financial statements over the award's vesting schedule. For information on the valuation assumptions utilized for accounting purposes, see notes 2 and 12 to the consolidated financial statements in our 2025 Form 10-K. (e)Represents Make-Whole RSUs granted to Mr. Hillabrant in connection with his commencement of employment on September 15, 2025. Such RSUs vest annually, in one-third increments on each of the first, second and third anniversaries of the date of grant, subject to Mr. Hillabrant's continued employment through each applicable vesting date. (f)The grant listed for each NEO represents the Average ROIC Performance RSUs. (g)The grant listed for each NEO represents the Cumulative AFFO Performance RSUs. (h)Represents Make-Whole RSUs granted to Mr. Patel in connection with his commencement of employment on April 1, 2025. Such RSUs vest annually, in one-third increments on April 10 of each of 2026, 2027 and 2028, subject to Mr. Patel's continued employment through each applicable vesting date. (i)Represents Promotion RSUs granted to Mr. Schlanger in connection with his appointment as Interim President & CEO. Such RSUs vest in full on March 23, 2026, subject to Mr. Schlanger's continued employment through such vesting date. (j)Represents Transformation RSUs, the vesting of which is contingent on the closing of the Strategic Fiber Transaction. For Mr. Schlanger, 50% of such Transformation RSUs vest upon closing of the Strategic Fiber Transaction and the remaining 50% vest on the six-month anniversary of such closing, subject to Mr. Schlanger's continued employment through each applicable vesting date. Transformation RSUs granted to other NEOs vest in full upon the closing of the Strategic Fiber Transaction.

  86. Grants of Plan-Based Awards in 2025

    | CROWN CASTLE INC. | | 2026 PROXY STATEMENT |

  87. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table and footnotes related thereto provide information regarding equity-based awards outstanding as of December 31, 2025, for each NEO. As of December 31, 2025, and the Record Date, none of the NEOs had any outstanding stock options.

  88. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(a) | Market Value of Shares or Units of Stock That Have Not Vested ($)(b) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(c) | Equity Incentive Awards: Market or Payout Plan Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(b) | | Christian H. Hillabrant | 9/15/2025 | 73,398(d) | 6,522,880 | — | — | | | 9/15/2025 | 22,020(e) | 1,956,917 | — | — | | | 9/15/2025 | — | — | 16,515(m) | 1,467,688 | | | 9/15/2025 | — | — | 16,515(n) | 1,467,688 | | Sunit S. Patel | 4/1/2025 | 28,952(e) | 2,572,964 | — | — | | | 4/1/2025 | 17,178(f) | 1,526,609 | — | — | | | 4/1/2025 | — | — | 12,884(m) | 1,145,001 | | | 4/1/2025 | — | — | 12,884(n) | 1,145,001 | | Daniel K. Schlanger | 2/22/2023 | 3,586(e) | 318,688 | — | — | | | 2/22/2023 | 0(g) | 0 | — | — | | | 2/22/2023 | 0(h) | 0 | — | — | | | 2/21/2024 | 10,235(e) | 909,584 | — | — | | | 2/21/2024 | — | — | 11,514(m) | 1,023,249 | | | 2/21/2024 | — | — | 11,514(o) | 1,023,249 | | | 3/23/2025 | 40,478(i) | 3,597,280 | — | — | | | 3/23/2025 | — | — | 9,873(p) | 877,414 | | | 3/23/2025 | 16,290(e) | 1,447,692 | — | — | | | 3/23/2025 | — | — | 12,217(m) | 1,085,725 | | | 3/23/2025 | — | — | 12,217(n) | 1,085,725 | | Christopher D. Levendos | 2/22/2023 | 3,912(e) | 347,659 | — | — | | | 2/22/2023 | 0(g) | 0 | — | — | | | 2/22/2023 | 0(h) | 0 | — | — | | | 2/21/2024 | 10,793(e) | 959,174 | — | — | | | 2/21/2024 | — | — | 12,142(m) | 1,079,060 | | | 2/21/2024 | — | — | 12,142(o) | 1,079,060 | | | 2/26/2025 | 19,182(e) | 1,704,704 | — | — | | | 2/26/2025 | — | — | 14,387(m) | 1,278,573 | | | 2/26/2025 | — | — | 14,387(n) | 1,278,573 | | | 3/28/2025 | — | — | 9,660(p) | 858,484 |

  89. Outstanding Equity Awards at 2025 Fiscal Year-End

    | CROWN CASTLE INC. | | 2026 PROXY STATEMENT |

  90. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(a) | Market Value of Shares or Units of Stock That Have Not Vested ($)(b) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(c) | Equity Incentive Awards: Market or Payout Plan Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(b) | | Edward B. Adams, Jr. | 2/21/2023 | 2,440(j) | 216,843 | — | — | | | 2/22/2023 | 2,434(e) | 216,310 | — | — | | | 2/22/2023 | 0(g) | 0 | — | — | | | 2/22/2023 | 0(h) | 0 | — | — | | | 2/21/2024 | 7,196(e) | 639,509 | — | — | | | 2/21/2024 | — | — | 8,095(m) | 719,403 | | | 2/21/2024 | — | — | 8,095(o) | 719,403 | | | 2/26/2025 | 12,788(e) | 1,136,470 | — | — | | | 2/26/2025 | — | — | 9,591(m) | 852,352 | | | 2/26/2025 | — | — | 9,591(n) | 852,352 | | | 3/28/2025 | — | — | 14,490(p) | 1,287,726 | | Catherine Piche | 10/28/2024 | 5,371(k) | 477,321 | — | — | | | 2/26/2025 | 16,316(e) | 1,450,003 | — | — | | | 2/26/2025 | — | — | 12,237(m) | 1,087,502 | | | 2/26/2025 | — | — | 12,237(n) | 1,087,502 | | | 4/22/2025 | — | — | 5,031(p) | 447,105 | | Steven J. Moskowitz (q) | 4/11/2024 | 11,832(l) | 1,051,510 | — | — | | | 4/11/2024 | 32,341(e) | 2,874,145 | — | — | | | 4/11/2024 | — | — | 36,383(m) | 3,233,357 | | | 4/11/2024 | — | — | 36,383(n) | 3,233,357 | | | 2/26/2025 | 36,159(e) | 3,213,450 | — | — |

  91. Outstanding Equity Awards at 2025 Fiscal Year-End

    (a)Represents the number of units of the outstanding and unvested portion of RSUs subject solely to service-based vesting conditions, including the number of shares underlying 2023 Performance RSUs, if any, that were earned at the end of the applicable performance period but remained outstanding as of the fiscal year ended December 31, 2025. (b)Represents the market value of the outstanding and unvested RSUs, based on the closing market price of our Common Stock ($88.87) as of December 31, 2025 (the last trading day prior to our fiscal year end). (c)Represents outstanding, unvested and unearned Performance RSUs and Transformation RSUs, based on the target number of units granted. (d)Represents the outstanding and unvested portion of Make-Whole RSUs granted to Mr. Hillabrant in connection with his appointment as President & CEO. Such Make-Whole RSUs vest in three approximately equal installments on each anniversary of the grant date, subject to Mr. Hillabrant's continued employment through each applicable vesting date. (e)Represents the outstanding and unvested Time RSU portion of the annual LTIs granted to each of the NEOs. These Time RSUs generally vest in three approximately equal annual installments beginning on February 19 of each year following the year of grant, except that Mr. Hillabrant's 2025 Time RSUs and Mr. Moskowitz's 2024 Time RSUs each vest in three approximately equal annual installments on the anniversary of the applicable grant date. (f)Represents the outstanding and unvested portion of Make-Whole RSUs granted to Mr. Patel in connection with his appointment as EVP & CFO. Such Make-Whole RSUs vest in three approximately equal installments on April 10 of each of 2026, 2027 and 2028, subject to Mr. Patel's continued employment through each applicable vesting date. (g)Represents shares underlying the absolute TSR Performance RSUs granted to certain of the NEOs in 2023 that were earned at the end of the three-year performance period. Since the performance level for such units was below the threshold, all absolute TSR Performance RSUs granted in 2023 were forfeited on February 19, 2026. (h)Represents shares underlying the relative TSR Performance RSUs granted to certain of the NEOs in 2023 that were earned at the end of the three-year performance period. Since the performance level for such units was below the threshold, all relative TSR Performance RSUs granted in 2023 were forfeited on February 19, 2026. (i)Represents the outstanding and unvested portion of Promotion RSUs granted to Mr. Schlanger in connection with his appointment as Interim President & CEO. Such Promotion RSUs vest on the first anniversary of the grant date, subject to Mr. Schlanger's continued employment through the vesting date. (j)Represents the outstanding and unvested portion of Time RSUs granted to Mr. Adams in 2023 in connection with his promotion to EVP & General Counsel. Such Time RSUs vest in three approximately equal annual installments beginning on February 10 of each year following the year of grant.

  92. Outstanding Equity Awards at 2025 Fiscal Year-End

    | CROWN CASTLE INC. | | 2026 PROXY STATEMENT |

  93. Outstanding Equity Awards at 2025 Fiscal Year-End

    (k)Represents the outstanding and unvested portion of Time RSUs granted to Ms. Piche in connection with her appointment as EVP & COO–Towers. Such Time RSUs vested 50% each on November 10, 2025, and will vest as to the remaining 50% on November 10, 2026, subject to Ms. Piche's continued employment through the vesting date. (l)Represents the outstanding and unvested portion of New Hire RSUs granted to Mr. Moskowitz in connection with his commencement of employment. Such New Hire RSUs vest 50% on April 11 of each of 2025 and 2026, subject to Mr. Moskowitz's continued employment through each applicable vesting date. (m)Represents the outstanding and unvested portion of the Average ROIC Performance RSUs granted to certain NEOs in 2025 and 2024. (n)Represents the outstanding and unvested portion of the Cumulative AFFO Performance RSUs granted to certain NEOs in 2025. (o)Represents the outstanding and unvested portion of the relative TSR Performance RSUs granted to certain NEOs in 2024. (p)Represents Transformation RSUs, the vesting of which is contingent on the successful closing of the Strategic Fiber Transactions. For Mr. Schlanger, 50% of such Transformation RSUs vest upon closing of the Strategic Fiber Transaction and the remaining 50% vest on the six-month anniversary of such closing, subject to Mr. Schlanger’s continued employment through each applicable vesting date. Transformation RSUs granted to other NEOs vest in full upon closing of the Strategic Fiber Transaction. (q)Mr. Moskowitz's employment was terminated without Cause effective March 23, 2025, which constituted a Qualifying Termination as defined in his severance agreement. As such, the New Hire RSUs granted to him on April 11, 2024, will continue to vest through the vesting term, while all other RSUs have the opportunity for continued vesting for two years after termination, with the continued vesting of Performance RSUs to remain subject to the satisfaction of the applicable performance criteria.

  94. Outstanding Equity Awards at 2025 Fiscal Year-End

    | CROWN CASTLE INC. | | 2026 PROXY STATEMENT |

  95. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The following table provides the amount realized during 2025 by each NEO upon the vesting of RSUs. No options were exercised by any of the NEOs in 2025, and as of December 31, 2025, and the Record Date, none of the NEOs held any outstanding stock options.

  96. Option Exercises and Stock Vested in 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(a) | Value Realized on Vesting ($)(b) | | Christian H. Hillabrant | 0 | 0 | | Sunit S. Patel | 0 | 0 | | Daniel K. Schlanger | 11,130 | 994,020 | | Christopher D. Levendos | 11,985 | 1,070,380 | | Edward B. Adams, Jr. | 8,961 | 800,795 | | Catherine Piche | 5,371 | 480,919 | | Steven J. Moskowitz | 28,002 | 2,664,670 |

  97. Option Exercises and Stock Vested in 2025

    (a)The amounts shown generally include, as applicable, the value of approximately one-third of the Time RSUs granted in 2022, 2023 and 2024. In addition, the amounts for Mr. Adams, Ms. Piche and Mr. Moskowitz include the vesting of RSUs granted outside the annual LTI award cycle in prior years. (b)The value realized on vesting is calculated using the closing market price of our Common Stock from the trading day immediately preceding the date of vesting.

  98. Option Exercises and Stock Vested in 2025

    | CROWN CASTLE INC. | | 2026 PROXY STATEMENT |

  99. Potential Payments Upon Termination of Employment

    Potential Payments Upon Termination of Employment

  100. CEO Pay Ratio

    CEO Pay Ratio In accordance with the Dodd-Frank Act and Item 402(u) of Regulation S-K promulgated thereunder and the related SEC guidance ("Pay Ratio Rules"), we are providing the following information about the relationship of the annual total compensation of our median employee to the annual total compensation of our CEO. As noted above, Mr. Hillabrant was appointed our President and CEO effective September 15, 2025, and served in such capacity through December 31, 2025. As such, for purposes of the CEO pay ratio calculation, given that Mr. Hillabrant did not commence employment until September 15, 2025, we annualized certain elements of his compensation, including base salary and the value of health and welfare insurance premiums, as permitted under the Pay Ratio Rules. We believe that the pay ratio disclosed below is a reasonable estimate calculated in a manner consistent with the Pay Ratio Rules. Due to estimates and assumptions permitted under the Pay Ratio Rules, our pay ratio disclosure may not be comparable to the pay ratio disclosure presented by other companies.

  101. CEO Pay Ratio

    | Year | CEO Annual Total Compensation | Median Employee Annual Total Compensation | Pay Ratio | | 2025 | $16,864,557 | $149,323 | 113:1 |

  102. CEO Pay Ratio Methodology

    CEO Pay Ratio Methodology As permitted under the Pay Ratio Rules, we selected an employee with substantially similar compensation in 2024 to the median employee identified for purposes of calculating our 2024 CEO pay ratio, as the employee previously identified experienced a job change in 2025. We determined that there had been no changes to our employee population or compensation arrangements that we believe would significantly impact our CEO pay ratio disclosure. For purposes of identifying our median employee in 2024, we took the following steps: •We determined that as of December 31, 2024 ("Determination Date"), our employee population, excluding our CEO, consisted of approximately 3,950 employees, including full-time and part-time employees. No employees were excluded on the basis of geography. •For each employee, we calculated on a consistent basis (1) the base salary in effect as of the Determination Date, (2) the annual incentive paid with respect to fiscal year 2024, (3) commissions paid during fiscal year 2024 and (4) the grant date fair value of RSUs granted during fiscal year 2024 (calculated in accordance with ASC 718). For each employee, the sum of these components of compensation was then analyzed and sorted to identify the median employee. We then calculated the substitute median employee's total compensation for 2025 shown in the chart above using the same methodology that we used to calculate the NEOs' total compensation for 2025 as reported in the Summary Compensation Table (see "IV. Executive Compensation—Summary Compensation Table"). Mr. Hillabrant's total compensation for 2025 shown in the chart above differs from the amount reported in the Summary Compensation Table due to the annualization of his compensation described above.

  103. CEO Pay Ratio Methodology

    | CROWN CASTLE INC. | | 2026 PROXY STATEMENT |

  104. Pay Versus Performance

    Pay Versus Performance The following Pay Versus Performance Table sets forth certain compensation information, including compensation actually paid ("CAP") as calculated in accordance with Item 402(v) of Regulation S-K, of our PEO and the average compensation of all other NEOs as a group for 2025, 2024, 2023, 2022 and 2021. CAP amounts do not reflect the actual amount of compensation earned by or paid to the executives covered by the disclosure during the years shown below. Additional details regarding the CAP calculation are provided in the CAP Reconciliation Tables below.

  105. Pay Versus Performance Table

    Pay Versus Performance Table

  106. Pay Versus Performance Table

    | Year (a) | Summary Compensation Table Total for PEO to Brown ($) | CAP to PEO to Brown (b)($) | Summary Compensation Table Total for PEO to Melone ($) | CAP to PEO to Melone (b)($) | Summary Compensation Table Total for PEO to Moskowitz ($) | CAP to PEO to Moskowitz (b)($) | Summary Compensation Table Total for PEO to Schlanger ($) | CAP to PEO to Schlanger (b)($) | Summary Compensation Table Total for PEO to Hillabrant ($) | CAP to PEO to Hillabrant (b)($) | | 2025 | N/A | N/A | N/A | N/A | 18,218,454 | 8,879,235 | 12,035,100 | 10,430,174 | 14,154,801 | 13,866,051 | | 2024 | 530,524 | (4,626,095) | 5,661,834 | 5,285,414 | 16,441,775 | 14,593,917 | N/A | N/A | N/A | N/A | | 2023 | 14,676,171 | 6,046,842 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | 2022 | 12,450,777 | (23,064,859) | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | 2021 | 14,553,510 | 40,841,701 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |

  107. Pay Versus Performance Table

    | Year (a) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average CAP to Non-PEO NEOs (b)($) | Value of Initial Fixed $100 Investment Based On(c): | | Net Income (in millions) ($) | AFFO Per Share (e)($) | | | | | TSR ($) | Peer Group TSR (d)($) | | | | 2025 | 6,838,616 | 6,531,702 | 70.38 | 126.71 | 444 | 4.36 | | 2024 | 6,018,026 | 3,892,408 | 68.35 | 123.90 | (3,903) | 6.98 | | 2023 | 4,953,286 | 1,950,170 | 81.75 | 118.09 | 1,502 | 7.55 | | 2022 | 4,159,022 | (3,640,624) | 91.08 | 106.05 | 1,675 | 7.38 | | 2021 | 4,453,786 | 11,341,359 | 135.08 | 141.30 | 1,096 | 6.95 |

  108. Pay Versus Performance Table

    (a)The following table lists the PEO and non-PEO for each of the fiscal years 2025, 2024, 2023, 2022 and 2021:

  109. Pay Versus Performance Table

    | Year | PEO | Non-PEO NEOs | | 2025 | Steven J. Moskowitz, Daniel K. Schlanger and Christian H. Hillabrant | Sunit S. Patel, Christopher D. Levendos, Edward B. Adams, Jr. and Catherine Piche | | 2024 | Jay A. Brown, Anthony J. Melone and Steven J. Moskowitz | Daniel K. Schlanger, Christopher D. Levendos, Edward B. Adams, Jr., Edmond Chan and Michael J. Kavanagh | | 2023 | Jay A. Brown | Daniel K. Schlanger, Christopher D. Levendos, Michael J. Kavanagh, Edward B. Adams, Jr. and Catherine Piche | | 2022 | Jay A. Brown | Daniel K. Schlanger, Michael J. Kavanagh, Christopher D. Levendos and Catherine Piche | | 2021 | Jay A. Brown | Daniel K. Schlanger, Michael J. Kavanagh, Kenneth J. Simon, Christopher D. Levendos and Robert C. Ackerman |

  110. Pay Versus Performance Table

    (b)See CAP Reconciliation Tables below for information on adjustments made to the applicable total compensation disclosed in the Summary Compensation Table. (c)Assumes an initial investment of $100.00 on December 31, 2020, and dividend reinvestment. (d)The peer group used for purposes of this disclosure in each covered year is the FTSE NAREIT All Equity REITs Index. (e)The Company has selected "AFFO per share" as the company-selected measure for purposes of this disclosure. We define AFFO per share as AFFO divided by diluted weighted-average common shares outstanding. We define AFFO as Funds from Operations ("FFO") before straight-lined revenues, straight-lined expenses, stock-based compensation expense, net, non-cash portion of tax provision, non-real estate related depreciation, amortization and accretion, amortization of non-cash interest expense, other (income) expense, (gains) losses on retirement of long-term obligations, net (gain) loss on interest rate swaps, (gains) losses on foreign currency swaps, impairment of available-for-sale securities, acquisition and integration costs, restructuring charges (credits), cumulative effect of a change in accounting principle and adjustments for noncontrolling interests, less sustaining capital expenditures. We define FFO as net income (loss) plus real estate related depreciation, amortization and accretion, asset write-down charges, goodwill impairment charges and net (income) loss from discontinued operations, less noncontrolling interest and cash paid for preferred stock dividends (in periods where applicable), and is a measure of funds from operations attributable to the Company's common stockholders.

  111. Pay Versus Performance Table

    | CROWN CASTLE INC. | | 2026 PROXY STATEMENT |