DEF 14A of Sba Communications Corp, Apr 9, 2026

DEF 14A of Sba Communications Corp

Filed Apr 9, 2026 · FY20250001193125-26-149656

Open on EDGAR

  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS We believe all of our directors bring to our Board of Directors, or the Board, the right mix of experiences and skills, balancing the needs of our current business, global operations and long-term strategy. Background information about our directors can be found beginning on page 12 of this proxy statement.

  2. BOARD OF DIRECTORS

    | Name & Principal Occupation | | Age | Director Since | Independent | Committee Memberships | | | Jeffrey A. Stoops Non-Executive Board Chair and Former President & Chief Executive Officer SBA Communications Corporation | 67 | 1999 | | None | | | Brendan T. Cavanagh President & Chief Executive Officer SBA Communications Corporation | 54 | 2024 | | None | | | Kevin L. Beebe President & Chief Executive Officer 2B Partners, LLC | 67 | 2009 | | Audit Compensation (Chair) | | | Steven E. Bernstein Founder SBA Communications Corporation | 65 | 1989 | | None | | | Laurie Bowen Former Chief Executive Officer Telecom Italia Sparkle Americas | 64 | 2023 | | Compensation NCG | | | Mary S. Chan Former Chief Operating Officer—Nikola Corporation Managing Partner of VectolQ, LLC | 63 | 2015 | | Compensation NCG | | | Jay L. Johnson Chief Financial Officer, Executive Vice President & Treasurer Lamar Advertising Company | 49 | 2022 | | Audit (Chair) NCG | | | George R. Krouse, Jr. Retired Attorney Simpson Thacher & Bartlett LLP | 80 | 2009 | | Audit NCG (Chair) | | | Jack Langer Lead Independent Director of the Board Private Investor and Former Managing Director & Global Co-Head of the Media Group Lehman Brothers Inc. | 77 | 2004 | | Audit Compensation | | | Amy E. Wilson General Counsel and Corporate Secretary Dow Inc. | 55 | 2023 | | Audit NCG |

  3. BOARD OF DIRECTORS

    | Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Proposal 2 | Security Ownership | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | Other Matters | | ● | | | | | | | | | | |

  4. Nominees for Director

    Nominees for Director

  5. Class III Directors

    Class III Directors

  6. Class III Directors

    | Steven E. Bernstein Founder, SBA Communications Corporation INDEPENDENT DIRECTOR AGE: 65 DIRECTOR SINCE: 1989 COMMITTEES: None. | BACKGROUND: Mr. Bernstein, our founder, served as our Chair from our inception in 1989 until January 2024 and was our Chief Executive Officer from 1989 to 2001. Mr. Bernstein is also involved in a number of personal commercial real estate and other types of investments. Mr. Bernstein also served on the Board of Directors of SpringBig Holdings, Inc., a digital marketing software company from July 2022 until September 2023. Mr. Bernstein has a Bachelor of Science in Business Administration with a major in Real Estate from the University of Florida. Mr. Bernstein was previously a visiting professor at Lynn University and serves on the boards of various local charities. SKILLS & QUALIFICATIONS: The Board nominated Mr. Bernstein to serve as a director of the Board because of his extensive senior management and operational experience in the wireless communications industry, including as the founder and first President and Chief Executive Officer of SBA. |

  7. Class III Directors

    | Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Proposal 2 | Security Ownership | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | Other Matters | | | ● | | | | | | | | | |

  8. Class III Directors

    | Laurie Bowen Former Chief Executive Officer, Telecom Italia Sparkle Americas INDEPENDENT DIRECTOR AGE: 64 DIRECTOR SINCE: 2023 COMMITTEES: Compensation, Nominating and Corporate Governance | BACKGROUND: Ms. Bowen is an experienced executive with over thirty years of leadership experience at large multinational telecommunications and technology companies. From 2016 through 2018, Ms. Bowen served as Chief Executive Officer of Telecom Italia Sparkle in the Americas, a subsidiary of the international wholesale arm of Telecom Italia. From 2013 through 2015, she served as CEO, Business Solutions for Cable & Wireless Communications plc. She previously held senior positions at Tata Communications, BT Group plc and IBM. Since 2019, Ms. Bowen has served as a non-executive director and Chair of the Compensation committee for Chemring Group PLC, a global company which provides technology products and services to the aerospace, defense and security markets. Ms. Bowen also previously served as a non-executive director and Chair of the Nomination Committee, for Ricardo, PLC, a global engineering, environmental and strategic consultancy company from 2015 to 2024. Chemring Group PLC and Ricardo PLC are listed on the London Stock Exchange. Ms. Bowen also previously served as a non-executive director at customer experience technology provider, Transcom Worldwide AB, listed on the Nasdaq Stockholm Exchange. SKILLS & QUALIFICATIONS: The Board nominated Ms. Bowen to serve as a director of the Board because of her extensive senior management experience at global telecommunications companies and in the implementation of growth strategies across international telecommunications portfolios. |

  9. Class III Directors

    | Amy E. Wilson General Counsel and Corporate Secretary, Dow Inc. INDEPENDENT DIRECTOR AGE: 55 DIRECTOR SINCE: 2023 COMMITTEES: Audit, Nominating and Corporate Governance | BACKGROUND: Ms. Wilson is an experienced executive and attorney with over twenty-five years of corporate leadership and counsel experience within several areas of a worldwide Fortune 100 public company. Since October 2018, Ms. Wilson has served as General Counsel and Corporate Secretary for Dow Inc., a publicly-traded materials science company. From 2015 to 2018, Ms. Wilson served as the Corporate Secretary and Associate General Counsel for Dow. Ms. Wilson joined Dow’s Legal Department in 2000 and held various positions, including serving as Assistant Corporate Secretary and Assistant General Counsel from 2013 to 2015, and Senior Counsel and Assistant Corporate Secretary from 2008 to 2013. Prior to joining Dow, Ms. Wilson was an attorney with Currie Kendall, PLC, where she practiced in the areas of corporate and transactional law. Ms. Wilson currently serves on the Board of Directors for the U. S. Chamber of Commerce and MyMichigan Health and the Board of Trustees for the Charles J. Strosacker Foundation. SKILLS & QUALIFICATIONS: The Board nominated Ms. Wilson to serve as a director of the Board because of the breadth of her corporate governance and global transactional experience. The Board also considered her senior management and public company experience. |

  10. Class III Directors

    | Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Proposal 2 | Security Ownership | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | Other Matters | | | ● | | | | | | | | | |

  11. Continuing Directors

    Continuing Directors

  12. Class I Directors

    Class I Directors

  13. Class I Directors

    | Brendan T. Cavanagh President and Chief Executive Officer, SBA Communications Corporation DIRECTOR AGE: 54 DIRECTOR SINCE: 2024 COMMITTEES: None. | BACKGROUND: Mr. Cavanagh was appointed Chief Executive Officer effective as of January 2024, and previously served as Executive Vice President from January 2014 and Chief Financial Officer from September 2008. Prior to serving as Executive Vice President, from September 2008 to December 2013, Mr. Cavanagh served as our Senior Vice President. Mr. Cavanagh joined SBA in 1998 and has held various positions, including serving as Vice President and Chief Accounting Officer from June 2004 to September 2008 and Vice President – Site Administration from January 2003 to June 2004. Prior to joining SBA, Mr. Cavanagh was with Arthur Andersen LLP. Mr. Cavanagh has served on the board of directors of Consolidated Edison, Inc., a public utility company, since October 1, 2025. SKILLS & QUALIFICATIONS: The Board nominated Mr. Cavanagh to serve as a director of the Board because of his current senior executive, financial management and operational experience at SBA and his business and competitive knowledge of the wireless infrastructure industry. |

  14. Class I Directors

    | Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Proposal 2 | Security Ownership | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | Other Matters | | | ● | | | | | | | | | |

  15. Class I Directors

    | Mary S. Chan Former Chief Operating Officer of Nikola Corporation Managing Partner of VectolQ, LLC INDEPENDENT DIRECTOR AGE: 63 DIRECTOR SINCE: 2015 COMMITTEES: Compensation, Nominating and Corporate Governance | BACKGROUND: Ms. Chan co-founded and since February 2016 has served as Managing Partner of VectoIQ, LLC, a consulting firm focused on Smart transportation products and services. Ms. Chan previously served as the Chief Operating Officer of Nikola Corporation from October 2023 until April 21, 2025. Nikola Corporation is a publicly-held hydrogen and electric truck manufacturer which filed for voluntary Chapter 11 Bankruptcy in February 2025 as part of a structured sale process. From January 2021 to December 2022, Ms. Chan served as President and Chief Operating Officer of VectoIQ Acquisition Corp. II, a special purpose acquisition company. From May 2012 to April 2015, Ms. Chan served as President, Global Connected Consumer & OnStar Service, at General Motors Corporation, where she led the development and execution of General Motors’ strategic global infotainment plans, including the launch of 4G LTE connectivity across its global portfolio of vehicle brands. From September 2009 to March 2012, Ms. Chan served as Senior Vice President and General Manager, Enterprise Mobility Solutions & Services, at Dell Inc., where she helped expand Dell’s mobility product and service offerings. From December 2000 to August 2009, Ms. Chan held various senior vice president positions at Alcatel-Lucent and Lucent Technologies, including the positions of Executive Vice President, President of 4G/LTE Wireless Networks and Executive Vice President, President of Global Wireless Networks. Prior to Alcatel-Lucent/Lucent Technologies, Ms. Chan worked at AT&T Network Systems focusing on product and platform development of 2G and 3G wireless systems. Ms. Chan also serves on the board of directors of Magna International Inc., a global automotive parts supplier. Ms. Chan previously served on the board of directors of CommScope Holding Company, Inc., a publicly-held global network infrastructure provider, Dialog Semiconductor PLC, a manufacturer of semiconductor-based system solutions that was previously publicly-held, and Microelectronics Technology, Inc., a publicly-held technology company specializing in wireless communication product development, manufacturing and global sales. SKILLS & QUALIFICATIONS: The Board nominated Ms. Chan to serve as a director of the Board because she has over 25 years of extensive global management experience in the telecommunications and wireless technology industries, including her leadership experience in the development and execution of General Motors’ launch of 4G LTE connectivity across its global portfolio of vehicle brands. The Board also recognized her management experience gained through various senior management positions at large multinational companies. |

  16. Class I Directors

    | Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Proposal 2 | Security Ownership | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | Other Matters | | | ● | | | | | | | | | |

  17. Class I Directors

    | Jay L. Johnson Chief Financial Officer, Executive Vice President & Treasurer, Lamar Advertising Company INDEPENDENT DIRECTOR AGE: 49 DIRECTOR SINCE: 2022 COMMITTEES: Audit, Nominating and Corporate Governance | BACKGROUND: Mr. Johnson has served as the Chief Financial Officer, Executive Vice President and Treasurer of Lamar Advertising Company, a leading outdoor advertising company since October 2019. Prior to joining Lamar Advertising Company, Mr. Johnson served as Executive Vice President and Chief Financial Officer of DiamondRock Hospitality Company, a self-advised real estate investment trust with a portfolio of hotels and resorts, from April 2018 until August 2019, and as Senior Vice President and Treasurer of Host Hotels & Resorts, Inc. (“Host”), a major lodging real estate investment trust and owner of luxury hotels, from April 2015 to March 2018. Prior to his role as Senior Vice President and Treasurer of Host, Mr. Johnson served from 2010 through 2015 in various roles within Host’s corporate finance and treasury group. Prior to joining Host, Mr. Johnson served in various positions at KeyBank Real Estate Capital and at Bank of America. Prior to those roles in banking, he worked with the management consulting practice of Deloitte & Touche LLP and in the investment banking group at Prudential Securities and the industrial markets trading division of Enron Corporation. Mr. Johnson also served as a member of the board of directors of Newell Brands, Inc., a global consumer goods company from September 2020 until May 2024. SKILLS & QUALIFICATIONS: The Board nominated Mr. Johnson to serve as a director of the Board because of his executive and management experience, financial expertise, and his extensive experience in real estate, REITs and financial services. Mr. Johnson also has experience overseeing the information technology function, which includes oversight of cybersecurity, at Lamar Advertising Company. |

  18. Class I Directors

    | George R. Krouse, Jr. Retired Partner Simpson Thacher & Bartlett LLP INDEPENDENT DIRECTOR AGE: 80 DIRECTOR SINCE: 2009 COMMITTEES: Audit, Nominating and Corporate Governance | BACKGROUND: Mr. Krouse retired in December 2007 after spending 37 years at the law firm of Simpson Thacher & Bartlett LLP, where he practiced in the corporate, capital markets and merger and acquisition areas. While at Simpson Thacher & Bartlett LLP, Mr. Krouse served as Head of the Corporate Department, managing partner and was a member of the Executive Committee of the firm. Mr. Krouse also served for many years on the Board of Visitors at Duke University School of Law and is a 2002 recipient of the Law School’s Distinguished Alumni Award. In 2006, he was appointed a Senior Lecturing Fellow at Duke University School of Law. SKILLS & QUALIFICATIONS: The Board nominated Mr. Krouse to serve as a director of the Board because of his years and depth of experience as a securities and M&A partner at a major law firm, where he counseled large companies on matters of corporate governance, risk oversight, capital markets, general business matters and acquisition transactions, as well as his senior financial and business management experience at this same firm. |

  19. Class I Directors

    | Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Proposal 2 | Security Ownership | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | Other Matters | | | ● | | | | | | | | | |

  20. Class II Directors

    Class II Directors

  21. For Terms Expiring at the 2028 Annual Meeting

    | Kevin L. Beebe President & Chief Executive Officer, 2BPartners, LLC INDEPENDENT DIRECTOR AGE: 67 DIRECTOR SINCE: 2009 COMMITTEES: Audit, Compensation | BACKGROUND: Since November 2007, Mr. Beebe has been President and Chief Executive Officer of 2BPartners, LLC, a partnership that provides strategic, financial and operational advice to investors and management in the technology and telecommunications industries. Previously he was Group President of Operations at ALLTEL Corporation, a telecommunications services company, from 1998 to 2007. From 1996 to 1998, Mr. Beebe served as Executive Vice President of Operations for 360° Communications Co., a wireless communications company. Mr. Beebe also serves on the Board of Directors of Skyworks Solutions, Inc., a semiconductor company, and previously served on the Board of Directors of Frontier Communications Parent, Inc., a communications company, until its acquisition in January 2026. In addition, Mr. Beebe is a founding partner in Astra Capital, a private equity firm. SKILLS & QUALIFICATIONS: The Board nominated Mr. Beebe to serve as a director of the Board because of his executive and management experience, and in particular his extensive experience in telecommunications and technology. |

  22. For Terms Expiring at the 2028 Annual Meeting

    | Jack Langer Private Investor & Former Managing Director & Global Co-Head of the Media Group, Lehman Brothers Inc. LEAD INDEPENDENT DIRECTOR AGE: 77 DIRECTOR SINCE: 2004 COMMITTEES: Audit, Compensation | BACKGROUND: Mr. Langer is a private investor. From April 1997 to December 2002, Mr. Langer served as Managing Director and the Global Co-Head of the Media Group at Lehman Brothers Inc. From 1995 to 1997, Mr. Langer served as the Managing Director and Head of Media Group at Bankers Trust & Company. From 1990 to 1994, Mr. Langer served as Managing Director and Head of Media Group at Kidder Peabody & Company, Inc. Mr. Langer previously served on the Board of Directors of CKX, Inc., a publicly traded company engaged in the ownership, development and commercial utilization of entertainment content. SKILLS & QUALIFICATIONS: The Board nominated Mr. Langer to serve as a director of the Board because of his management and advisory experience with national and global companies as well as his vast experience in investment banking, including his experience in raising capital for media and telecommunications companies and mergers and acquisitions. |

  23. For Terms Expiring at the 2028 Annual Meeting

    | Jeffrey A. Stoops Former President, Chief Executive Officer, SBA Communications Corporation BOARD CHAIR AGE: 67 DIRECTOR SINCE: 1999 COMMITTEES: None. | BACKGROUND: Mr. Stoops has served as the Chair of the Board since January 2024 and as a director of SBA since August 1999. Mr. Stoops was appointed as President in April 2000 and as Chief Executive Officer in January 2002 and served in such roles through his retirement in December 2023. He also previously served as our Chief Financial Officer. Mr. Stoops served on the Board of Directors of Custom Truck One Source, Inc., a specialty equipment company, from July 2019 to April 2021. SKILLS & QUALIFICATIONS: The Board nominated Mr. Stoops to serve as a director of the Board because of his prior senior executive, financial management and operational experience at SBA, as well as his business and competitive knowledge of the wireless infrastructure industry. |

  24. Director Compensation

    Director Compensation General. The Board maintains a compensation arrangement for the non-employee directors of the Board. The Board compensation arrangement is comprised of the following types and levels of compensation: Annual Equity Grant. At each annual meeting, non-employee directors receive an equity grant in the form of restricted stock units. For 2025, the value of the equity grant was $220,000. The stock price used in the calculation of the number of restricted stock units is a derived price equal to the average closing price of our Class A common stock in the two calendar months of March and April. The restricted stock units vest ratably over three years on May 1 of each year. In addition to the acceleration provisions provided under the relevant equity plan, annual equity grants to directors immediately vest if a director resigns from the board of directors, provided the director has completed three full years of service as a director prior to the effective date of such resignation. Newly elected or appointed non-employee directors are awarded a pro-rated annual grant compensating for services until the next scheduled annual meeting. Pursuant to this policy, on May 23, 2025, each non-employee director of the Board was granted 994 restricted stock units. The restricted stock units vest in three equal annual installments on May 1, 2026, 2027, and 2028. Retainer and Fees Paid in Cash. For 2025, each non-employee director was entitled to an annual cash retainer of $100,000. In addition, the Chair of the Board was entitled to an additional annual retainer of $150,000. The Lead Independent Director was entitled to an additional retainer of $30,000, which was increased to 40,000 effective May 22, 2025, and the Chairs of the Audit Committee, the Compensation Committee and the NCG Committee were each entitled to an additional retainer of $30,000. Non-employee directors are also reimbursed for incidental expenses associated with each Board of Directors and/or Committee meeting. Other than the Chair of each of the Committees, directors who serve on any of the Committees of the Board of Directors described above do not receive any additional compensation for their services as a Committee member. Directors who are employees do not receive any additional compensation for their services as a director. The following table sets forth information regarding the compensation of our non-employee directors for 2025. Mr. Cavanagh, our Chief Executive Officer and President, is omitted from the table as he did not receive any additional compensation for his services as a director in 2025. For more information on Mr. Cavanagh’s compensation, see “Executive Compensation Tables” beginning on page 55.

  25. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Jeffrey A. Stoops | $250,000(3) | $228,143 | $478,143 | | Kevin L. Beebe | 118,214(4) | 228,143 | 346,357 | | Steven E. Bernstein | 100,000 | 228,143 | 328,143 | | Laurie Bowen | 100,000 | 228,143 | 328,143 | | Mary S. Chan | 100,000 | 228,143 | 328,143 | | Jay L. Johnson | 130,000(5) | 228,143 | 358,143 | | George R. Krouse, Jr. | 130,000(6) | 228,143 | 358,143 | | Jack Langer | 151,071(7) | 228,143 | 379,214 | | Amy E. Wilson | 100,000 | 228,143 | 328,143 |

  26. Director Compensation

    | (1) Grants of restricted stock units were made on May 23, 2025 in connection with the annual grant discussed above. The amounts in the “Stock Awards” column reflect the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions regarding the fiscal 2025 grants, refer to Note 13 to our financial statements for the year ended December 31, 2025, which are included in our Annual Report on Form 10-K filed with the SEC. |

  27. Director Compensation

    | Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Proposal 2 | Security Ownership | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | Other Matters | | | | ● | | | | | | | | |

  28. Director Compensation

    | (2) The following table sets forth the aggregate number of restricted stock units and unexercised stock options outstanding at December 31, 2025 for each of our non-employee directors. |

  29. Director Compensation

    | Name | Aggregate Number of Restricted Stock Units Outstanding at December 31, 2025 | Aggregate Number of Unexercised Stock Options Outstanding at December 31, 2025(b) | | Jeffrey A. Stoops | 25,874 (a) | 149,446 | | Kevin L. Beebe | 1,846 | 1,501 | | Steven E. Bernstein | 1,846 | 1,501 | | Laurie Bowen | 1,846 | 10,000 | | Mary S. Chan | 1,846 | 1,501 | | Jay L. Johnson | 1,846 | 10,000 | | George R. Krouse, Jr. | 1,846 | 501 | | Jack Langer | 1,846 | 1,501 | | Amy E. Wilson | 1,846 | 10,000 |

  30. Director Compensation

    | (a) Mr. Stoops retired from his position as the Company’s President and Chief Executive Officer, effective December 31, 2023. Mr. Stoops’ retirement was a Qualified Retirement under the 2020 Performance and Equity Incentive Plan and as such his Time RSUs and Performance RSUs will continue to vest pursuant to the terms of the applicable RSU agreement. (b) Until 2019, stock options were a portion of the annual equity award granted to directors. These stock options vested on the first three anniversaries of the grant date. Until 2024, we granted stock options to each new independent director upon his or her election or appointment to the Board. These stock options vested on the first five anniversaries of the grant date. All options held by Messrs. Beebe, Bernstein, Krouse and Langer and Ms. Chan are fully vested. A portion of each of Mr. Johnson’s initial grant on May 22, 2022 and Mses. Bowen and Wilson’s initial grants on May 25, 2023 remain unvested. Mr. Stoops’ stock options were granted as part of his compensation as Chief Executive Officer, with an initial vesting term of four years, and are fully vested. |

  31. Director Compensation

    | (3) Includes additional annual retainer for service as Chair of the Board. |

  32. Director Compensation

    | (4) Includes additional retainer for service as Compensation Committee Chair from May 22, 2025 to December 31, 2025. |

  33. Director Compensation

    | (5) Includes additional annual retainer for service as Audit Committee Chair. |

  34. Director Compensation

    | (6) Includes additional annual retainer for service as NCG Committee Chair. |

  35. Director Compensation

    | (7) Includes additional annual retainers for service as Compensation Committee Chair from January 1, 2025 to May 22, 2025, and as Lead Independent Director. |

  36. Director Compensation

    | Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Proposal 2 | Security Ownership | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | Other Matters | | | | | ● | | | | | | | |

  37. Designed to Deliver Long-Term Value to Shareholders

    Designed to Deliver Long-Term Value to Shareholders The Compensation Committee believes that the caliber and motivation of all of our employees, and especially our executive leadership, are essential to SBA’s long-term performance. Consequently, the goal of our executive compensation philosophy is to deliver long-term value to our shareholders.

  38. Compensation Linked to Performance With Metrics that Drive Shareholder Value

    Compensation Linked to Performance With Metrics that Drive Shareholder Value Our executive compensation program is significantly performance-based – linking executive pay, company performance and results for shareholders – and is balanced between short-term and long-term incentives. Accordingly, our executives’ compensation is heavily weighted toward compensation that is performance-based or equity-based. The primary components of our executive compensation program, which we collectively refer to as our executives’ “total direct compensation,” are (1) base salary, (2) annual incentive awards and (3) long-term incentive awards. The compensation of our NEOs for 2025 reflects this commitment. Annual and long-term incentive awards, which provide variable, at-risk compensation, comprised 91% of our CEO’s target total direct compensation for 2025.

  39. Compensation Linked to Performance With Metrics that Drive Shareholder Value

    | Annual Incentive | Performance- Based Long-Term Incentive | | > 50% based on Adjusted EBITDA > 25% based on Site Leasing Revenue; and > 25% based on an evaluation of the extent to which the NEO met his individual strategic objectives and contributed to SBA meeting those financial and operational metrics that were within the NEO’s scope of responsibility. | > 60% based on AFFO per Share > 20% based on Relative TSR; and > 20% based on Return on Invested Capital. |

  40. Responsive to Shareholders

    | > | Modification of the Annual Incentive Program to replace AFFO with Site Leasing Revenue to address concerns that the same financial metric was being utilized in both our annual and long-term incentive compensation programs; |

  41. Responsive to Shareholders

    | > | Reduction of the portion of the Annual Incentive Program that was based on a subjective analysis of the extent that each NEO met his individual strategic objectives and contributed to SBA meeting its financial and operational metrics from 40% to 25% to align with current best practices; and |

  42. Responsive to Shareholders

    | > | Modification of the Long-Term Incentive Program to add Return on Invested Capital, which addresses our executives’ effective use of capital, as an additional metric. |

  43. Compensation Philosophy and Objectives

    This philosophy is the basis of the Compensation Committee’s decisions regarding each of the following three components of pay: base salary, annual incentive compensation and equity-based compensation, each of which is discussed in detail below. The Compensation Committee does not decrease total direct compensation based upon realized or unrealized gains from prior compensation nor does it increase or decrease total direct compensation to compensate for stock price fluctuations. The Compensation Committee believes that doing so would reduce the motivation for continued high achievement and lower the correlation to gains or losses of our shareholders. Similarly, our severance and change in control arrangements, which we discuss later in this proxy statement under the heading “Potential Payments Upon Termination or Change-in-Control” on page 61, have not affected the Compensation Committee’s decisions regarding other components of compensation. Those arrangements serve very specific purposes that are unrelated to the determination of an NEO’s total direct compensation for a specific year.

  44. Compensation Setting Process

    | > | review those companies that comprise our Peer Group and propose changes if necessary; |

  45. Compensation Setting Process

    | > | provide a competitive analysis of our compensation components for our NEOs against our 2025 Peer Group; and |

  46. Evaluating Relative Competitive Position

    Evaluating Relative Competitive Position At the beginning of the executive compensation setting process each year, the Compensation Committee, in consultation with its independent compensation consultant, FW Cook, assesses SBA’s relative competitive position by (i) reviewing the continued suitability of the current companies within the peer group and (ii) identifying potential candidates for addition to the peer group, based on US-based public companies in related industries that fall within 1/3x-3x SBA’s size relative to the identified measures. The Compensation Committee strives to select companies that are of similar size (based on revenues, EBITDA/FFO, market capitalization and enterprise value), operate in similar business areas (i.e., companies that are either in the communications industry or REIT industry) and compete for the same talent. While the Compensation Committee endeavors to select peer companies that are similar to SBA with respect to all these criteria, it recognizes that it cannot develop a peer group in which all companies satisfy all criteria. The Compensation Committee believes that, given the relatively high market capitalization to revenue ratio that has been characteristic of the communications infrastructure industry, including SBA and the two other public tower companies, American Tower and Crown Castle, it would be detrimental to SBA and shareholders to focus primarily on any one factor, such as revenues, when selecting peer companies as this could adversely affect its ability to attract and retain high-quality executive talent. 2025 Peer Group. In mid-2024, the Compensation Committee requested that FW Cook reevaluate the companies that comprise the Peer Group to determine if the Peer Group continues to reflect the size and other characteristics of SBA. Based on such review, FW Cook recommended, and the Compensation Committee approved, maintaining the peer companies used in 2024 for the 2025 compensation setting purpose. The table below sets forth the companies included within the 2025 Peer Group.

  47. Evaluating Relative Competitive Position

    | 2025 Peer Group | | | American Tower Corporation AvalonBay Communities, Inc. Camden Property Trust Crown Castle, Inc. Digital Realty Trust, Inc. Equinix, Inc. Equity Residential Essex Property Trust, Inc. Extra Space Storage, Inc. Healthpeak Properties, Inc. | Iron Mountain Inc. Lamar Advertising Company OUTFRONT Media, Inc. Prologis Inc. Public Storage Realty Income Uniti Group Inc. Ventas, Inc. Viasat, Inc. Welltower, Inc. |

  48. Evaluating Relative Competitive Position

    Data Source: S&P’s Capital IQ ($M) (1) Excludes Viasat as it does not report FFO. Once the 2025 Peer Group had been selected, the Compensation Committee began the 2025 executive compensation setting process by reviewing historical compensation data and estimated 2025 target compensation levels of the 2025 Peer Group. The Compensation Committee sets target compensation in January and February of each year. Therefore, the historical compensation data available to the Compensation Committee is based principally upon the data available from each company’s prior year’s proxy statement (which reflects compensation paid for two years prior). Estimated 2025 compensation levels were based on an assumed four percent increase to prior year base salaries and target total cash compensation and a nine percent increase to long term incentive awards, unless a company had actually disclosed a different increase or reduction prior to the time that the estimated target compensation levels were calculated. The assumed rates of annual increases were based on a multi-year analysis of Peer Group compensation increases. Based upon the factors set forth above, FW Cook prepared a review of the compensation data for the 2025 Peer Group for the Compensation Committee. The Compensation Committee compared (1) base salaries, (2) target total cash compensation (salary plus annual bonus target), (3) long-term incentive, or LTI, awards and (4) target total direct compensation, or TDC, (salary plus annual bonus target plus value of LTI) payable to each NEO to the 25th percentile, the median and 75th percentile target opportunity of the 2025 Peer Group. The Compensation Committee seeks to set base salaries and target total cash compensation at approximately the median of the 2025 Peer Group. The Compensation Committee then uses long-term incentive awards, which are completely “at-risk” to ensure that total direct compensation is at the level that the Compensation Committee believes is appropriate for the executive, which may be above or below the median of the 2025 Peer Group. The Compensation Committee utilizes this comparative data as an important, but not sole, means to ensure that SBA is setting target compensation at a competitive level. 2026 Peer Group. In mid-2025, the Compensation Committee requested that FW Cook reevaluate the companies that comprise the Peer Group to determine if the Peer Group continued to reflect the size and other characteristics of SBA. Based on such review, FW Cook recommended, and the Compensation Committee approved, maintaining the peer companies used in 2025 for the 2026 compensation setting purpose.

  49. Executive Compensation Design and 2025 Compensation Decisions

    | | Component | Form | Philosophy | | | Base Salary | Cash | Provide a competitive fixed rate of pay recognizing different levels of responsibility, experience and contribution. | | | Annual Incentive Compensation | Cash | Reward for achieving critical annual financial and operational company-wide goals, as well as executive’s individual performance. | | | Performance Stock Units ➣ 60% of LTI for CEO ➣ 50% of LTI for Other NEOs | 60% PSU – AFFO Per Share | Motivates and rewards achievement of AFFO Per Share over a three-year period, which we believe is the primary component for the long-term valuation of wireless communications tower companies. | | | | 20% PSU – Relative TSR | Directly aligns executive and shareholder interests over a three-year period. | | | | 20% PSU – ROIC | Motivates and rewards executives for the effective allocation of capital. | | | Restricted Stock Units ➣ 40% of LTI for CEO ➣ 50% of LTI for Other NEOs | RSUs with 3-year vest | Helps us retain our executives and other key employees and promotes stock ownership. | | | Health, Welfare and Retirement Programs | | NEOs generally participate in the same benefit programs that are offered to other salaried employees. In addition, officers are provided supplemental medical insurance for which SBA pays the premiums. Our benefits are designed to provide market competitive benefits and contribute to a productive and successful work life that enhances results for SBA and its shareholders. |

  50. Base Salaries

    Base Salaries Why we pay base salaries. The Compensation Committee believes that payment of competitive base salaries is an important element for attracting, retaining and motivating our executives. In addition, the Compensation Committee believes that having a certain level of fixed compensation allows our executives to dedicate their full-time business attention to our company. Each executive’s base salary is designed to provide the executive with a fixed amount of annual compensation that is competitive with the marketplace. How base salaries are determined. At the beginning of each fiscal year, the Compensation Committee reviews our CEO’s salary recommendations for each NEO (other than himself) and then establishes salaries for such year through Compensation Committee deliberations. When we set the base salaries for the NEOs, we consider a number of factors, including compensation market data discussed above, the position’s complexity and level of responsibility, the position’s importance in relation to other executive positions, and the assessment of the executive’s performance and other circumstances, including, for example, time in position. In addition, the Compensation Committee takes into consideration evaluations of each individual NEO, market changes and the economic and business conditions affecting SBA at the time of the evaluation and the resulting target total cash compensation as compared to the market data. 2025 Base Salary Decisions. In early 2025, the Compensation Committee evaluated the base salaries of our NEOs based on an evaluation of the 2025 Peer Group compensation data. As a result, the Compensation Committee increased Mr. Cavanagh’s base salary by 3.8% and approved increases, ranging from 3.9% to 9.8%, in the base salary of each of our other NEOs to further align with peer group compensation data.

  51. Annual Incentive Compensation

    Annual Incentive Compensation Our annual incentive compensation program has traditionally consisted of an annual cash bonus payment that we award based on (1) achievement of company-wide annual performance measures and (2) the Compensation Committee’s subjective evaluation of the extent to which each NEO met his individual strategic objectives as well as his contribution to those financial and operational metrics that were within the NEO’s scope of responsibility. The Compensation Committee believes that by providing annual incentive compensation in the form of a cash bonus, it achieves an appropriate balance between cash (salary and annual incentive) and non-cash annual compensation for our NEOs. Why we pay annual incentive compensation. The Compensation Committee believes that the annual incentive compensation program encourages executive officers to focus on those short-term financial and operational metrics and qualitative strategic objectives that will be the basis of long-term growth. The Compensation Committee annually reviews, and revises if necessary, the appropriateness of each of these performance metrics and strategic objectives, their correlation to SBA’s overall growth strategy and the impact of such performance metrics and strategic objectives on long-term shareholder value. How annual incentive compensation awards are determined. Annual incentive compensation awards in 2025 were determined in five steps:

  52. Annual Incentive Compensation

    | (1) determination of the annual bonus target for each NEO, expressed as a percentage of base salary; |

  53. Annual Incentive Compensation

    | (2) establishment of (a) the company-wide financial performance metrics and (b) the financial and operational metrics and individual strategic objectives for use in the Compensation Committee’s subjective evaluation; |

  54. Annual Incentive Compensation

    | (3) determination of the percentage of the annual bonus target that may be earned based upon (a) the company-wide performance metric(s) and (b) the Compensation Committee’s subjective evaluation of the NEO; |

  55. Annual Incentive Compensation

    | (4) approval of the minimum, budget, target and maximum levels of each performance metric for such year and the amount of annual bonus target that may be earned for achievement of such level; and |

  56. Annual Incentive Compensation

    | (5) upon completion of the year, a review of SBA’s and the NEO’s performance against such performance metrics and attainment of his strategic objectives. |

  57. Annual Incentive Compensation

    | Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Proposal 2 | Security Ownership | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | Other Matters | | | | | | ● | | | | | | |

  58. Annual Incentive Compensation

    How performance is measured. At the end of each year, the Compensation Committee determines the level at which SBA met its company-wide performance metrics. For 2025, with respect to the financial metrics, achievement at the minimum level (set slightly below budget), entitled the NEO to 50% of the amount of bonus earnable by the NEO for the applicable performance metric. Achievement at the budget level entitled the NEO to 75% of the amount of bonus earnable by the NEO for the applicable performance metric. Achievement at the target level (set slightly above budget) entitled the NEO to 100% of the amount of bonus earnable by the NEO for the applicable performance metric, while, achievement at the maximum level entitled the NEO to 200% of the amount of bonus earnable by the NEO for the applicable performance metric. If SBA achieves between (i) the minimum level and the budget level, (ii) the budget level and the target level, or (iii) the target level and the maximum level, the amount of the bonus payment with respect to that metric is calculated on a linear basis. With respect to the subjective component of the annual cash incentive compensation, the Compensation Committee first determined the extent to which SBA met the selected financial and operational metrics that were set at the beginning of the year and then evaluated, based on the CEO’s recommendation, the extent to which the NEO met his individual strategic objectives and his contributions to SBA’s attainment of those financial and operational metrics that were within the NEO’s scope of responsibility. The subjective component, similar to the financial and/or operational performance metrics, was awarded a score, with approximately 50% being performance at the minimum level for which a bonus would be awarded, 75% for performance at budget or expected levels, 100% for an excellent year and 200% for an extraordinary year. This evaluation, which is inherently subjective and depends on an overall analysis of the effectiveness of the individual executive and his contribution to SBA’s performance, allows the Compensation Committee to take into account events and priorities for a given fiscal year that were not evident or budgeted for at the beginning of such year, to the extent appropriate.

  59. 2025 Annual Incentive Compensation Decisions

    2025 Annual Incentive Compensation Decisions For 2025, the Compensation Committee maintained the annual incentive compensation metrics and weighting from 2024 and compensated NEOs based upon the following:

  60. 2025 Annual Incentive Compensation Decisions

    | > | 50% of the annual bonus target was based on the performance level of Adjusted EBITDA achieved. We believe that Adjusted EBITDA is one of our most important performance metrics used by investors, shareholders and creditors as an indicator of the performance of our core operations. The Compensation Committee decided that Adjusted EBITDA was appropriate as it aligns the compensation performance metric directly with the metric used in our guidance and reported quarterly to investors. Adjusted EBITDA is a metric that every NEO can impact and therefore serves as an appropriate measure of company-wide performance. |

  61. 2025 Annual Incentive Compensation Decisions

    | > | 25% of the annual bonus target was based on the performance level of Site Leasing Revenue achieved. The Compensation Committee selected Site Leasing Revenue as it measures the results of our site leasing activities, which represented an average of approximately 90% of our total revenue for the past five years and is one of the metrics on which investors are focused. |

  62. 2025 Annual Incentive Compensation Decisions

    | > | 25% of the annual bonus target was based on a subjective analysis of the extent to which each NEO met his individual strategic objectives as well as his contribution to SBA performance on those financial and operational metrics that were within the NEO’s scope of responsibility. The primary qualitative objective for 2025 for most of the NEOs, including Mr. Cavanagh, was the successful closing of the Millicom acquisition during 2025. In addition, the Committee considered a variety of factors, including (i) setting strategy for the company and/or division for which the NEO is responsible and clearly communicating such strategy, (ii) contributing to the success of direct reports in achieving their goals, (iii) improving customer relations, and (iv) ability to effectively manage the SG&A for the company and/or division for which the NEO is responsible as well as numerous other business objectives directly relating to the NEO’s line of sight responsibility. |

  63. 2025 Annual Incentive Compensation Decisions

    | Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Proposal 2 | Security Ownership | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | Other Matters | | | | | | ● | | | | | | |

  64. 2025 Annual Incentive Compensation Decisions

    The table below sets forth the performance levels set by the Compensation Committee for Adjusted EBITDA and Site Leasing Revenue for 2025 and the actual amount achieved in 2025. The Target level of Adjusted EBITDA was set at actual performance for 2024 and Site Leasing Revenue was set above actual Site Leasing Revenue in 2024.

  65. 2025 Annual Incentive Compensation Decisions

    | ($ in millions) | Minimum* (50%) | Budget* (75%) | Target* (100%) | Maximum* (200%) | Actual(3) | % Earned | | Adjusted EBITDA(1)(2) | $1,834 | $1,872 | $1,891 | $1,984 | $1,893 | 103.2% | | Site Leasing Revenue(2) | $2,458 | $2,508 | $2,533 | $2,659 | $2,542 | 107.3% |

  66. 2025 Annual Incentive Compensation Decisions

    | * Financial targets disclosed in this section are done so in the limited context of our annual incentive compensation program and are not statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts. |

  67. 2025 Annual Incentive Compensation Decisions

    | (1) Adjusted EBITDA is defined as net income (loss) excluding the impact of interest expense, interest income, provision for or benefit from taxes, depreciation, accretion and amortization, asset impairment and decommission costs, non-cash compensation, loss from extinguishment of debt, net, other (income) and expense, acquisition and new business initiatives related adjustments and expenses, non-cash straight-line leasing revenue, and non-cash straight-line ground lease expense. Please refer to Appendix A for the calculation of Adjusted EBITDA. |

  68. 2025 Annual Incentive Compensation Decisions

    | (2) The Compensation Committee adjusted the original targets for Adjusted EBITDA of $1,894 and Site Leasing Revenue of $2,540 to remove Colombia and Canada as of their respective sale dates. |

  69. 2025 Annual Incentive Compensation Decisions

    | (3) Based on the growing contribution of our international operations to SBA’s overall results and the volatility of certain currencies in which we conduct business, the Compensation Committee continued to evaluate these financial metrics on a constant currency basis utilizing exchange rates used in establishing the budget. The Compensation Committee believes that this allows the metrics to more accurately capture the operating results of the business as impacted by the NEO. Adjusted EBITDA as reported was $1,912 and Site Leasing Revenue as reported was $2,571. |

  70. 2025 Annual Incentive Compensation Decisions

    The Compensation Committee then evaluated the extent to which each NEO met his individual strategic objectives and contributed to SBA meeting those financial and operational metrics that were within the NEO’s scope of responsibility. For Mr. Cavanagh, the Compensation Committee focused on, among other things, evaluating the extent to which he (i) established and clearly communicated, internally and externally, his strategy and mission for SBA; (ii) successfully defined and set the tone for company culture and enhanced the SBA brand; and (iii) continued to drive the long-term growth of the business, through financial results, portfolio and asset management and the optimization of human resources. In addition, in connection with the evaluation of Mr. Cavanagh and the other NEOs, the Committee noted the following achievements during the year:

  71. 2025 Annual Incentive Compensation Decisions

    | ➣ | Successful closing of the Millicom acquisition with over half of the sites and acquisition value closed during the first half of the year, in advance of the anticipated close date, thereby meaningfully contributing to financial performance in 2025; |

  72. 2025 Annual Incentive Compensation Decisions

    | ➣ | Successfully exited operations in Colombia and Canada, consistent with our portfolio strategy of optimizing or exiting sub-scale markets, with Canada being consummated in an accretive sale transaction; |

  73. 2025 Annual Incentive Compensation Decisions

    | ➣ | Executed a new long-term master lease agreement, securing a favorable framework expected to drive cost certainty and support the continued expansion of SBA’s relationship with Verizon; |

  74. 2025 Annual Incentive Compensation Decisions

    | ➣ | Enhanced and deepened customer relationships that position SBA for continued growth; |

  75. 2025 Annual Incentive Compensation Decisions

    | ➣ | Steady improvement in the protection and optimization of our tower assets focusing on stabilizing revenue through master lease agreements, centralized carrier negotiations, and management of tower strategy; |

  76. 2025 Annual Incentive Compensation Decisions

    | ➣ | Achievement of investment grade ratings from two major rating agencies; |

  77. 2025 Annual Incentive Compensation Decisions

    | ➣ | Improvements in operational performance, including network performance, control of operating expenses and maintaining uptime; |

  78. 2025 Annual Incentive Compensation Decisions

    | ➣ | Advancements in the incorporation of AI into operational workstreams, growing data analytics and reporting capabilities and introducing new systems for greater efficiency; and |

  79. 2025 Annual Incentive Compensation Decisions

    | ➣ | Disciplined cost management by each NEO for the business within his line of responsibility. |

  80. 2025 Annual Incentive Compensation Decisions

    | Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Proposal 2 | Security Ownership | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | Other Matters | | | | | | ● | | | | | | |

  81. 2025 Annual Incentive Compensation Decisions

    The charts below reflect the principal financial and operational metrics that the Compensation Committee considered as part of the subjective analysis for the NEOs. The chart reflects (i) the minimum, target and maximum performance levels established by the Compensation Committee at the beginning of the period and (ii) the actual 2025 performance. In addition, the Compensation Committee considered, as part of the NEOs’ subjective analysis, the Company’s performance against the original Tower Acquisition operational metric. The Compensation Committee determined that based on SBA’s strategic decision to exit certain markets that did not fit within the SBA long-term business strategy, that it would consider the dollar amount of tower transactions consummated, both acquisitions and dispositions, as well as dollar amount of tower acquisitions. This metric, which had performance metrics of $120.0 million for threshold, $180.0 million for target and $337.5 million for maximum, had actual performance of $56.3 million for only acquisition transactions consummated and $370.2 million for tower transactions consummated, both acquisitions and dispositions. Based on SBA’s financial performance against Adjusted EBITDA, earned at 103.2%, and Site Leasing Revenue, earned at 107.3%, and the subjective analysis of each NEO the Compensation Committee then approved the following 2025 bonuses for each of the NEOs.

  82. 2025 Annual Incentive Compensation Decisions

    | | Annual Bonus Target | | Incentive Bonus Earned | | | Executive Officer | % of Base Salary | $ | % of Target | $ | | Brendan T. Cavanagh | 175% | $1,671,250 | 103.7% | $1,733,086 | | Marc Montagner | 100% | $665,000 | 102.2% | $679,298 | | Mark R. Ciarfella | 100% | $560,000 | 100.9% | $565,040 | | Richard M. Cane | 100% | $560,000 | 103.4% | $579,040 | | Joshua M. Koenig | 100% | $560,000 | 105.9% | $593,040 |

  83. Equity-Based Compensation

    Equity-Based Compensation Why we pay equity-based compensation. The Compensation Committee’s philosophy is that a majority of an executive’s compensation should be based directly upon the value of long-term incentive compensation in the form of equity awards so as to align the financial interests of our executives with those of our shareholders. The Compensation Committee believes that providing executives with the opportunities to acquire significant stakes in our growth and prosperity (through grants of equity-based compensation), while maintaining other components of our compensation program at competitive levels, will incentivize and reward executives for sound business management, develop a high-performance team environment, foster the accomplishment of short-term and long-term strategic and operational objectives and compensate executives for improvement in shareholder value, all of which are essential to our ongoing success.

  84. Equity-Based Compensation

    How equity-based compensation is determined. Annually, the Compensation Committee evaluates the appropriate form and mix of equity-based compensation that SBA will grant as part of its long-term incentive compensation and approves the dollar value of long-term equity awards that will be granted to each NEO. In addition, the Compensation Committee approves the final list of equity award recipients. Initially, the Compensation Committee reviews the various forms of equity that may be awarded, including stock options, restricted stock units and other forms of equity-based compensation, and receives reports from its compensation consultant with alternatives and recommendations. For 2025, the Compensation Committee confirmed that it believed that performance based and time-based restricted stock units continued to be the most appropriate forms of equity award. The Compensation Committee then evaluates the structure of the equity compensation program, including the division between time-based and performance-based equity and, with respect to the performance-based equity, the metrics upon which the equity would be earned. Consistent with the structure of the equity award in 2024, in 2025 the Compensation Committee decided that 60% of the equity award for our CEO would be granted in the form of three-year Performance RSUs and 40% in the form of Time RSUs, which vest over three years, and that for our other NEOs, 50% of the equity award would be in the form of three-year Performance RSUs and 50% in the form of Time RSUs, which vest over three years. The table below sets forth (1) each performance metric, (2) the percentage of Performance RSUs granted that will be earned based on such metric and (3) why the Compensation Committee believes that such performance metric further aligns the interests of the NEOs with those of the shareholders.

  85. Equity-Based Compensation

    | Metric | % of Performance RSUs Granted | Business Rationale | | AFFO Per Share | 60% | The Compensation Committee selected AFFO per share as the primary Performance RSU metric as it believes that AFFO per share is the fundamental metric that investors and analysts evaluate in establishing the long-term valuation of wireless communications tower companies and REITs such as SBA. | | Relative TSR | 20% | The Compensation Committee selected relative TSR, rather than an absolute metric, as the second performance metric as it believes that relative TSR most accurately reflects management’s success in delivering value to shareholders, rather than just the performance of the market in general. We believe that this component of our long-term incentive program is responsive to our shareholders expressed positions and continues to align our executives’ interests with the interests of shareholders. The Compensation Committee continued the use of the MSCI US REIT Index for 2025, based on considerations of the number of REITs, including a material number of companies in the 2025 Peer Group, that use the MSCI US REIT Index as the relative comparison for purposes of TSR analysis as well as the Compensation Committee’s belief that companies in the REIT index react more similarly to changes in the interest rate environment and therefore comparing SBA’s return to those companies was a better measure of management’s success, rather than general market related movements. | | ROIC | 20% | The Compensation Committee selected average ROIC as the third Performance RSU metric as it believes that ROIC, which is used by one of our other public company peers, is an appropriate incentive focus for our executive management team, as a key responsibility of the team is the effective allocation of capital. |

  86. Equity-Based Compensation

    In connection with the award of the Performance RSUs, the Compensation Committee established a threshold, target and maximum performance level and determined the percentage of the RSUs that would be earned at each performance level as set forth below:

  87. Equity-Based Compensation

    | AFFO Per Share RSUs | | | Performance Level | Earned* | | Threshold | 50% | | Target | 100% | | Maximum | 200% |

  88. Equity-Based Compensation

    | ROIC RSUs | | | Performance Level | Earned* | | Threshold | 50% | | Target | 100% | | Maximum | 200% |

  89. Equity-Based Compensation

    | Relative TSR RSUs | | | Performance Level | Earned* | | 25th Percentile | 50% | | 50th Percentile | 100% | | 75th Percentile | 200% |

  90. Equity-Based Compensation

    * Information with respect to performance levels for the AFFO per share and our ROIC metric during the pendency of the performance period is not considered material to an understanding of our compensation arrangements and is not addressed in this discussion because 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 target for the AFFO per share and our ROIC was set at an appropriate level at the beginning of the performance period to be challenging, but sufficiently realistic to motivate the performance of our executive officers. We disclose information with respect to the AFFO per share and our ROIC threshold, target and maximum payout opportunities, and the actual number of shares awarded, in our executive compensation disclosures with the SEC in the year following conclusion of the performance period. The Compensation Committee then approves a target dollar value of the long-term incentive grants, or LTI Value, for each NEO based on a review of the Peer Group analysis and an evaluation of the individual NEO’s responsibilities, contributions and performance in the prior year. Once a target LTI Value is approved, the Compensation Committee then determines the target number of restricted stock units for each form of equity award based on dividing the proportionate LTI Value by a derived price equal to the average closing price of our common stock in the two calendar months of January and February, or the derived price. The Compensation Committee believes that utilizing a two-month measurement period is appropriate because a longer reference period mitigates the potential short-term volatility of SBA’s stock price. For 2025, the derived price was $203.98. 2025 Long-Term Incentive Awards. For 2025, the amount of the LTI award to each of the NEOs was based on a market analysis provided by the Compensation Committee’s compensation consultant and their tenure with SBA. Based on these considerations, the Compensation Committee approved an increase in each of the NEOs LTI award and approved the following LTI Value, Performance RSU and Time RSU awards for our NEOs:

  91. Equity-Based Compensation

    | Officer | 2025 Long-Term Incentive Target Value ($)(1) | 2025 Performance RSUs (#)(1) | | | 2025 Time RSUs (#) | | | | AFFO | ROIC | Relative TSR | | | Brendan T. Cavanagh | $7,655,000 | 13,510 | 4,503 | 4,503 | 15,011 | | Marc Montagner | $3,000,000 | 4,412 | 1,471 | 1,471 | 7,354 | | Mark R. Ciarfella | $2,350,000 | 3,456 | 1,152 | 1,152 | 5,760 | | Richard M. Cane | $2,350,000 | 3,456 | 1,152 | 1,152 | 5,760 | | Joshua M. Koenig | $2,350,000 | 3,456 | 1,152 | 1,152 | 5,760 |

  92. Equity-Based Compensation

    | (1) Performance RSUs are awarded at target, but can be forfeited, earned partially or earned at up to 200% based on the AFFO and ROIC generated and the performance of our relative TSR, in each case over the three-year period. |

  93. Equity-Based Compensation

    The Performance RSUs and the Time RSUs were granted on March 6, 2025, with the three-year performance period for the Performance RSUs commencing on January 1, 2025. The actual grant date value of the restricted stock units granted to our NEOs is set forth under “Stock Awards” on the “Summary Compensation Table” later in this proxy statement. Year-over-year increases in LTI values shown in the Summary Compensation Table are influenced by the difference between the derived price used to determine the number of restricted stock units awarded and the fair market value of such awards on the date of

  94. Equity-Based Compensation

    grant as well as the impact of the Monte Carlo valuation used for accounting valuation purposes for the Relative TSR RSUs. This differential can fluctuate materially based on market conditions on the date of grant. Consequently, we believe that the year-over-year change in LTI values approved by the Compensation Committee, as described above, is a more accurate indication of compensation actions taken by the Compensation Committee.

  95. Payout Under the 2023 Performance RSUs

    Payout Under the 2023 Performance RSUs In early 2025, the Compensation Committee evaluated the performance of SBA’s cumulative AFFO per share for the relevant three-year performance period against the pre-established levels and SBA’s relative TSR against the S&P 500 for the three-year performance period. As indicated below, (1) our AFFO per share for the three-year period exceeded the maximum, as a result, these Performance RSUs paid out at 200% of target and (2) our relative TSR for the three-year period did not meet the threshold and therefore no amounts were paid on these Performance RSUs.

  96. Payout Under the 2023 Performance RSUs

    | | |

  97. Severance and Change in Control Benefits

    Severance and Change in Control Benefits We currently have an employment agreement with Mr. Cavanagh that provides for severance payments and benefits if his employment terminates without cause or for good reason, including as a result of, or following, a change in control. In addition, we have an Executive Severance Plan that provides for a severance payment to our Executive Vice Presidents if the executive’s employment terminates without cause or for good reason, including as a result of, or following, a change in control. These severance and change in control severance benefits, as well as a summary of potential payments relating to these and other termination events, can be found under the heading “Potential Payments Upon Termination or Change-in-Control” beginning on page 61.

  98. Equity Grant Practices

    Equity Grant Practices . It is the Compensation Committee’s practice to ensure that equity awards are not impacted by the release of material non-public information. Traditionally, the Compensation Committee has granted employee and executive officer equity awards after the release of SBA’s annual financial and operational results.

  99. Tax Deductibility of Compensation

    Tax Deductibility of Compensation Code Section 409A . Under Section 409A of the Code, amounts deferred by an NEO under a nonqualified deferred compensation plan (including certain severance plans) may be included in gross income when earned and subject to a 20% additional federal tax, unless the plan complies with certain requirements related to the timing of deferral election and distribution decisions. We administer our plans consistent with Section 409A requirements and have amended plan documents to reflect Section 409A requirements. Code Sections 280G and 4999 . Sections 280G and 4999 of the Code limit a public company’s ability to take a tax deduction for certain “excess parachute payments” (as defined in Sections 280G and 4999) and impose excise taxes on each executive that receives “excess parachute payments” in connection with his or her severance from a public company in connection with a change in control. The Compensation Committee considers, as one of many factors, the adverse tax liabilities imposed by Sections 280G and 4999, as well as other competitive factors, when it structures certain post-termination compensation payable to our NEOs. The potential adverse tax consequences to our company and/or the executive, however, are not necessarily determinative factors in such decisions.

  100. Summary Compensation Table

    Summary Compensation Table The following table presents certain summary information for the fiscal years ended December 31, 2025, 2024, and 2023 concerning compensation earned for services rendered in all capacities by each of our named executive officers, as identified in the Compensation Discussion and Analysis.

  101. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Brendan T. Cavanagh President and Chief Executive Officer | 2025 | 955,000 | 8,640,313 | 1,733,086 | 30,316 | 11,358,715 | | | 2024 | 920,000 | 6,589,999 | 1,284,435 | 23,068 | 8,817,502 | | | 2023(5) | 725,000 | 3,395,259 | 864,200 | 25,468 | 5,009,927 | | Marc Montagner Executive Vice President and Chief Financial Officer | 2025 | 665,000 | 3,358,239 | 679,298 | 23,831 | 4,726,368 | | | 2024 | 640,000 | 2,744,457 | 579,840 | 18,225 | 3,982,522 | | Mark R. Ciarfella Executive Vice President - U.S. Operations | 2025 | 560,000 | 2,630,314 | 565,040 | 29,440 | 3,784,794 | | | 2024 | 520,000 | 2,107,016 | 471,120 | 22,432 | 3,120,568 | | | 2023 | 480,000 | 1,679,224 | 524,160 | 20,908 | 2,704,292 | | Richard M. Cane Executive Vice President and President - International | 2025 | 560,000 | 2,630,314 | 579,040 | 21,340 | 3,790,694 | | | 2024 | 510,000 | 2,043,892 | 474,810 | 17,452 | 3,046,154 | | | 2023 | 470,000 | 1,629,881 | 550,840 | 18,064 | 2,668,785 | | Joshua M. Koenig Executive Vice President, Chief Administrative Officer & General Counsel | 2025 | 560,000 | 2,630,314 | 593,040 | 29,747 | 3,813,101 | | | 2024 | 510,000 | 1,960,642 | 487,560 | 22,432 | 2,980,634 |

  102. Summary Compensation Table

    | (1) The amounts in this column do not reflect compensation actually received by the named executive officer nor do they reflect the actual value that will be recognized by the named executive officer. Instead, the amounts reflect the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions regarding the restricted stock unit awards, refer to Note 13 in our financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC. Values shown above are based on grant date fair value of the awards, rather than the LTI values approved by the Compensation Committee as discussed on page 50. |

  103. Summary Compensation Table

    | (2) This amount includes the aggregate grant date fair value of (i) time-based RSUs and (ii) Performance RSUs granted in 2025. The aggregate grant date fair value of the Performance RSUs was computed based on the probable outcome of the applicable performance target as of the grant date and 100% achievement of such performance target. The Performance RSUs are earned based on AFFO per share, relative TSR and average ROIC. |

  104. Summary Compensation Table

    | (a) The grant date fair value of $314.60 per PSU for the Relative TSR portion of the PSU award was determined using a Monte Carlo simulation model. The value was determined using the historical stock price volatilities of the Company and the companies in our comparator group over the most recent 2.9-year period assuming dividends for each company are reinvested on a continuous basis and a risk-free rate of interest of 3.9% and that dividends declared on vested shares are received over the vesting period. |

  105. Summary Compensation Table

    | (b) The grant date fair value of $218.74 for the AFFO and the ROIC portions of the awards is based on the closing price of our Class A common stock on the grant date. |

  106. Summary Compensation Table

    | (c) If we assume that the highest level of performance conditions will be achieved with respect to the PSUs (and thus the maximum number of shares will be issued under the PSUs), using the fair value of our Class A common stock on the grant date for such shares, the 2025 fiscal year Performance RSUs would be as follows: $10,713,614, $3,499,250, $2,740,744, $2,740,744, and $2,740,744, for Messrs. Cavanagh, Montagner, Ciarfella, Cane, and Koenig, respectively. |

  107. Summary Compensation Table

    | (3) The amounts reported in this column reflect compensation earned for 2025, 2024, and 2023 performance under our annual cash incentive compensation program. We make payments under this program in the first quarter of the fiscal year following the fiscal year in which they were earned after finalization of our audited financial statements. |

  108. Summary Compensation Table

    | Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Proposal 2 | Security Ownership | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | Other Matters | | | | | | ● | | | | | | |

  109. Summary Compensation Table

    | (4) For 2025, these amounts include (a) premiums paid by SBA pursuant to our supplemental medical insurance program of $26,316 for Mr. Cavanagh, $19,524 for Mr. Montagner, $25,440 for Messrs. Ciarfella and Koenig, and $17,340 for Mr. Cane, (b) company matching contributions of $4,000 to each such named executive officer’s 401(k) plan and (c) a gym membership for Mr. Montagner and Mr. Koenig. In addition, our NEOs are permitted from time to time to use our fractional interest corporate aircraft for personal use when not already committed to business use, upon reimbursement of all incremental costs to the Company. |

  110. Summary Compensation Table

    | (5) Mr. Cavanagh’s compensation for 2023 was earned in his capacity as Executive Vice President and Chief Financial Officer. |

  111. Summary Compensation Table

    | Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Proposal 2 | Security Ownership | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | Other Matters | | | | | | ● | | | | | | |

  112. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information about cash (non-equity) and equity incentive compensation awarded to our named executive officers in 2025 including: (1) the range of possible cash payouts under our annual incentive compensation program; (2) the grant date of equity awards; (3) the number of time-based and performance-based restricted stock units granted; and (4) the grant date fair value of the time-based and performance-based restricted stock unit grants calculated in accordance with FASB ASC Topic 718. The time-based and performance-based restricted stock unit awards were granted under SBA’s 2020 Performance and Equity Incentive Plan, which is discussed in greater detail in this proxy statement under the caption “Compensation Discussion and Analysis.”

  113. Grants of Plan-Based Awards

    | Name | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | | Award Type | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All other stock awards: Number of shares of stock or units (#)(3) | Grant date fair value of stock awards ($) | | | Threshold ($) | Target ($) | Maximum ($) | Grant Date | | Threshold (#) | Target (#) | Maximum (#) | | | | Brendan T. Cavanagh | 835,625 | 1,671,250 | 3,342,500 | 3/6/2025 | PSU1(4) | 6,755 | 13,510 | 27,020 | | 2,955,177 | | | | | | 3/6/2025 | PSU2(5) | 2,252 | 4,503 | 9,006 | | 1,416,644 | | | | | | 3/6/2025 | PSU3(6) | 2,252 | 4,503 | 9,006 | | 984,986 | | | | | | 3/6/2025 | RSU | | | | 15,011 | 3,283,506 | | Marc Montagner | 332,500 | 665,000 | 1,330,000 | 3/6/2025 | PSU1(4) | 2,206 | 4,412 | 8,824 | | 965,081 | | | | | | 3/6/2025 | PSU2(5) | 736 | 1,471 | 2,942 | | 462,777 | | | | | | 3/6/2025 | PSU3(6) | 736 | 1,471 | 2,942 | | 321,767 | | | | | | 3/6/2025 | RSU | | | | 7,354 | 1,608,614 | | Mark R. Ciarfella | 280,000 | 560,000 | 1,120,000 | 3/6/2025 | PSU1(4) | 1,728 | 3,456 | 6,912 | | 755,965 | | | | | | 3/6/2025 | PSU2(5) | 576 | 1,152 | 2,304 | | 362,419 | | | | | | 3/6/2025 | PSU3(6) | 576 | 1,152 | 2,304 | | 251,988 | | | | | | 3/6/2025 | RSU | | | | 5,760 | 1,259,942 | | Richard M. Cane | 280,000 | 560,000 | 1,120,000 | 3/6/2025 | PSU1(4) | 1,728 | 3,456 | 6,912 | | 755,965 | | | | | | 3/6/2025 | PSU2(5) | 576 | 1,152 | 2,304 | | 362,419 | | | | | | 3/6/2025 | PSU3(6) | 576 | 1,152 | 2,304 | | 251,988 | | | | | | 3/6/2025 | RSU | | | | 5,760 | 1,259,942 | | Joshua M. Koenig | 280,000 | 560,000 | 1,120,000 | 3/6/2025 | PSU1(4) | 1,728 | 3,456 | 6,912 | | 755,965 | | | | | | 3/6/2025 | PSU2(5) | 576 | 1,152 | 2,304 | | 362,419 | | | | | | 3/6/2025 | PSU3(6) | 576 | 1,152 | 2,304 | | 251,988 | | | | | | 3/6/2025 | RSU | | | | 5,760 | 1,259,942 |

  114. Grants of Plan-Based Awards

    | (1) The amounts in these columns reflect potential payments of annual cash incentive compensation based on 2025 performance. The 2025 annual cash incentive payments were made in March 2026. The actual amounts paid under our annual cash incentive compensation program are the amounts reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. |

  115. Grants of Plan-Based Awards

    | (2) This column represents the number of Performance RSUs granted in 2025 to the named executive officers. The threshold, target and maximum amounts reflect the maximum number of shares that may be earned assuming that 50%, 100% and 200% of the applicable performance target is achieved. See note 2 to the Summary Compensation Table and page 50 of the CD&A section for additional information. |

  116. Grants of Plan-Based Awards

    | (3) This column represents the number of Time RSUs granted in 2025 to the named executive officers. These restricted stock units vest in three equal annual installments, beginning on March 6, 2026, the first anniversary of the grant date. |

  117. Grants of Plan-Based Awards

    | (4) Performance RSUs that are earned and vest based on SBA’s cumulative AFFO per share over the 3-year performance period. |

  118. Grants of Plan-Based Awards

    | (5) Performance RSUs that are earned and vest based on SBA’s relative TSR performance over the 3-year performance period. |

  119. Grants of Plan-Based Awards

    | (6) Performance RSUs that are earned and vest based on SBA’s average ROIC over the 3-year performance period. |

  120. Grants of Plan-Based Awards

    | Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Proposal 2 | Security Ownership | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | Other Matters | | | | | | ● | | | | | | |

  121. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

  122. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information concerning unexercised options and unvested restricted stock units for each named executive officer outstanding as of the end of the fiscal year ended December 31, 2025. Each stock option and restricted stock unit grant is shown separately for each named executive officer.

  123. Outstanding Equity Awards at Fiscal Year-End

    | | OPTION AWARDS(1) | | | | STOCK AWARDS | | | | | | Name | Equity Award Grant Date | Securities Underlying Unexercised Options | Option Exercise Price | Option Expiration Date | Award Type | Number of Shares or Units of Stock that have not Vested ($)(6) | Market Value of Shares or Units of Stock that have not Vested ($)(6) | Equity Incentive Plan Awards | | | | | | | | | | | Number of Unearned Shares, Units or Other Rights that have not vested (#)(6) | Market or Payout Value of Unearned Shares, Units or Other Rights that have not vested ($)(6) | | | | Exercisable (#) | | | | | | | | | Brendan T. Cavanagh | 3/6/19 | 55,741 | 182.30 | 3/6/26 | | — | — | — | — | | | 3/6/23 | — | — | — | RSU(2) | 1,445 | 279,506 | — | — | | | 3/6/23 | — | — | — | PSU1(3) | — | — | 8,670 | 1,677,038 | | | 3/6/23 | — | — | — | PSU2(4) | — | — | 2,168 | 419,356 | | | 3/6/24 | — | — | — | RSU(2) | 7,932 | 1,534,287 | — | — | | | 3/6/24 | — | — | — | PSU1(3) | — | — | 21,416 | 4,142,497 | | | 3/6/24 | — | — | — | PSU2(4) | — | — | 1,785 | 345,273 | | | 3/6/24 | — | — | — | PSU3(5) | — | — | 3,569 | 690,352 | | | 3/6/25 | — | — | — | RSU(2) | 15,011 | 2,903,578 | — | — | | | 3/6/25 | — | — | — | PSU1(3) | — | — | 27,020 | 5,226,479 | | | 3/6/25 | — | — | — | PSU2(4) | — | — | 2,252 | 435,604 | | | 3/6/25 | — | — | — | PSU3(5) | — | — | 4,503 | 871,015 | | | | 55,741 | | | | 24,388 | 4,717,371 | 71,383 | 13,807,614 | | Marc Montagner | 10/17/23 | — | — | — | RSU(2) | 1,588 | 307,167 | — | — | | | 3/6/24 | — | — | — | RSU(2) | 4,144 | 801,574 | — | — | | | 3/6/24 | — | — | — | PSU1(3) | — | — | 7,458 | 1,442,601 | | | 3/6/24 | — | — | — | PSU2(4) | — | — | 622 | 120,313 | | | 3/6/24 | — | — | — | PSU3(5) | — | — | 1,243 | 240,433 | | | 3/6/25 | — | — | — | RSU(2) | 7,354 | 1,422,484 | | | | | 3/6/25 | — | — | — | PSU1(3) | — | — | 8,824 | 1,706,826 | | | 3/6/25 | — | — | — | PSU2(4) | — | — | 736 | 142,364 | | | 3/6/25 | — | — | — | PSU3(5) | — | — | 1,471 | 284,536 | | | | — | | | | 13,086 | 2,531,225 | 20,354 | 3,937,073 | | Mark R. Ciarfella | 3/6/23 | — | — | — | RSU(2) | 715 | 138,302 | — | — | | | 3/6/23 | — | — | — | PSU1(3) | — | — | 4,288 | 829,428 | | | 3/6/23 | — | — | — | PSU2(4) | — | — | 1,072 | 207,357 | | | 3/6/24 | — | — | — | RSU(2) | 3,063 | 592,476 | — | — | | | 3/6/24 | — | — | — | PSU1(3) | — | — | 5,726 | 1,107,580 | | | 3/6/24 | — | — | — | PSU2(4) | — | — | 477 | 92,266 | | | 3/6/24 | — | — | — | PSU3(5) | — | — | 954 | 184,532 | | | 3/6/25 | — | — | — | RSU(2) | 5,545 | 1,072,569 | — | — | | | 3/6/25 | — | — | — | PSU1(3) | — | — | 6,912 | 1,336,988 | | | 3/6/25 | — | — | — | PSU2(4) | — | — | 576 | 111,416 | | | 3/6/25 | — | — | — | PSU3(5) | — | — | 1,152 | 222,831 | | | | — | | | | 9,323 | 1,803,347 | 21,157 | 4,092,398 | | Richard M. Cane | 3/6/23 | — | — | — | RSU(2) | 694 | 134,240 | — | — | | | 3/6/23 | — | — | — | PSU1(3) | — | — | 4,162 | 805,056 | | | 3/6/23 | — | — | — | PSU2(4) | — | — | 1,041 | 201,361 | | | 3/6/24 | — | — | — | RSU(2) | 3,086 | 596,925 | — | — | | | 3/6/24 | — | — | — | PSU1(3) | — | — | 5,554 | 1,074,310 | | | 3/6/24 | — | — | — | PSU2(4) | — | — | 463 | 89,558 | | | 3/6/24 | — | — | — | PSU3(5) | — | — | 926 | 179,116 | | | 3/6/25 | — | — | — | RSU(2) | 5,760 | 1,114,157 | — | — | | | 3/6/25 | — | — | — | PSU1(3) | — | — | 6,912 | 1,336,988 | | | 3/6/25 | — | — | — | PSU2(4) | — | — | 576 | 111,416 | | | 3/6/25 | — | — | — | PSU3(5) | — | — | 1,152 | 222,831 | | | | — | | | | 9,540 | 1,845,322 | 20,786 | 4,020,636 |

  124. Outstanding Equity Awards at Fiscal Year-End

    | Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Proposal 2 | Security Ownership | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | Other Matters | | | | | | ● | | | | | | |

  125. Outstanding Equity Awards at Fiscal Year-End

    | | OPTION AWARDS(1) | | | | STOCK AWARDS | | | | | | Name | Equity Award Grant Date | Securities Underlying Unexercised Options | Option Exercise Price | Option Expiration Date | Award Type | Number of Shares or Units of Stock that have not Vested ($)(6) | Market Value of Shares or Units of Stock that have not Vested ($)(6) | Equity Incentive Plan Awards | | | | | | | | | | | Number of Unearned Shares, Units or Other Rights that have not vested (#)(6) | Market or Payout Value of Unearned Shares, Units or Other Rights that have not vested ($)(6) | | | | Exercisable (#) | | | | | | | | | Joshua M. Koenig | 3/6/19 | 9,121 | 182.30 | 3/6/26 | | — | — | — | — | | | 3/6/23 | — | — | — | RSU(2) | 655 | 126,697 | — | — | | | 3/6/23 | — | — | — | PSU1(3) | — | — | 3,930 | 760,180 | | | 3/6/23 | — | — | — | PSU2(4) | — | — | 983 | 190,142 | | | 3/6/24 | — | — | — | RSU(2) | 2,960 | 572,553 | — | — | | | 3/6/24 | — | — | — | PSU1(3) | — | — | 5,328 | 1,030,595 | | | 3/6/24 | — | — | — | PSU2(4) | — | — | 444 | 85,883 | | | 3/6/24 | — | — | — | PSU3(5) | — | — | 888 | 171,766 | | | 3/6/25 | — | — | — | RSU(2) | 5,760 | 1,114,157 | — | — | | | 3/6/25 | — | — | — | PSU1(3) | — | — | 6,912 | 1,336,988 | | | 3/6/25 | — | — | — | PSU2(4) | — | — | 576 | 111,416 | | | 3/6/25 | — | — | — | PSU3(5) | — | — | 1,152 | 222,831 | | | | 9,121 | | | | 9,375 | 1,813,407 | 20,213 | 3,909,801 |

  126. Outstanding Equity Awards at Fiscal Year-End

    | (1) Until 2019, we issued stock options to officers as part of their long-term compensation. These options vested on the first through fourth anniversaries of the grant date. |

  127. Outstanding Equity Awards at Fiscal Year-End

    | (2) Time RSUs that vest in three equal annual installments on the anniversary of the grant date. |

  128. Outstanding Equity Awards at Fiscal Year-End

    | (3) Performance RSUs that are earned and vest based on SBA’s cumulative AFFO over the 3-year performance period. |

  129. Outstanding Equity Awards at Fiscal Year-End

    | (4) Performance RSUs that are earned and vest based on SBA’s relative TSR performance over the 3-year performance period. |

  130. Outstanding Equity Awards at Fiscal Year-End

    | (5) Performance RSUs that are earned and vest based on SBA’s average ROIC over the 3-year performance period. |

  131. Outstanding Equity Awards at Fiscal Year-End

    | (6) For our performance-based RSUs, the number of units and the market value is reflected (i) at threshold for the Performance RSUs based on SBA’s relative TSR performance, (ii) at maximum performance level for the Performance RSUs based on SBA’s cumulative AFFO and (iii) at target for the Performance RSUs based on SBA’s average ROIC. The market value of the Time RSUs and the Performance RSUs is calculated by multiplying the closing price of SBA’s Class A common stock on December 31, 2025 ($193.43) by the number of units. |

  132. Outstanding Equity Awards at Fiscal Year-End

    | Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Proposal 2 | Security Ownership | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | Other Matters | | | | | | ● | | | | | | |

  133. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information concerning exercises of stock options and vesting of restricted stock units and the value realized on exercise of such stock options and vesting of restricted stock units on an aggregated basis during the fiscal year ended December 31, 2025 for each of the named executive officers.

  134. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards(1) | | | Name | Gross # of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(2) | # of Shares Acquired on Vesting (#)(3) | Value Realized on Vesting ($)(4) | | Brendan T. Cavanagh | 50,212 | 2,403,146 | 13,496 | 2,983,385 | | Marc Montagner | — | — | 3,659 | 769,910 | | Mark R. Ciarfella | — | — | 6,733 | 1,482,115 | | Richard M. Cane | — | — | 3,564 | 786,935 | | Joshua M. Koenig | 2,724 | 130,371 | 3,643 | 804,548 |

  135. Option Exercises and Stock Vested

    | (1) These columns reflect restricted stock units previously awarded to the named executive officers that vested during 2025. |

  136. Option Exercises and Stock Vested

    | (2) The value realized on exercise for shares exercised is calculated by multiplying the number of shares times the difference between the closing price of Class A common stock on the date of exercise and the per share exercise price of the options. |

  137. Option Exercises and Stock Vested

    | (3) Of these amounts, shares were withheld by us to cover tax withholding obligations as follows: Mr. Cavanagh, 5,311 shares; Mr. Montagner, 1,440 shares; Mr. Ciarfella, 2,713 shares; Mr. Cane, 1,046 shares; and Mr. Koenig, 1,434 shares. |

  138. Option Exercises and Stock Vested

    | (4) Calculated based on the closing price of SBA Class A common stock on the business day prior to the applicable vesting dates. |

  139. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control

  140. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “Compensation Actually Paid” (or “CAP”), as defined by SEC rules, and certain of our financial performance metrics. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with our performance, refer to the “Compensation Discussion and Analysis” section of this proxy statement.

  141. Pay Versus Performance

    | Year | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO | | Average Summary Compensation Table Total for Non-CEO NEOs | Average Compensation Actually Paid to Non-CEO NEOs | | Value of Initial Fixed $100 Investment Based On: | | Net Income (in thousands) | AFFO per Share | | | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return | | | | (a) | (b) | | (c) | (d) | | (e) | (f) | (g) | (h) | (i) | | 2025 | $11,358,715 | | 10,743,291 | $4,028,739 | | 3,903,892 | $73.54 | $82.60 | $1,053,632 | $12.85 | | 2024 | $8,817,502 | | 4,796,116 | $3,331,586 | | 1,720,240 | $89.44 | $86.78 | $749,536 | $13.37 | | 2023 | $11,261,032 | | 7,851,613 | $3,504,909 | | 2,695,520 | $109.31 | $100.41 | $501,812 | $13.08 | | 2022 | $13,334,754 | ($ | 4,794,761) | $5,207,307 | ($ | 1,385,547) | $119.01 | $100.87 | $461,429 | $12.25 | | 2021 | $9,995,179 | | 32,023,793 | $3,949,044 | | 11,961,853 | $163.70 | $140.99 | $237,624 | $10.74 |

  142. Pay Versus Performance

    Column (b) . Reflects compensation amounts reported in the “Summary Compensation Table” or “SCT” for 2021, 2022 and 2023 for our former CEO, Jeffrey A. Stoops, and for 2024 and 2025, for our CEO, Brendan T. Cavanagh. Column (c) . CAP for our former CEO, Mr. Stoops, in each of 2021, 2022 and 2023 and our CEO, Mr. Cavanagh, in each of 2024 and 2025 reflects the respective amounts set forth in column (b), adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (c) do not reflect the actual amount of compensation earned by or paid to our former CEO during the applicable year. For information regarding decisions made by our Compensation Committee with respect to the former CEO’s compensation for each fiscal year, please see the “Compensation Discussion and Analysis” section of this proxy statement and the proxy statements for the 2025, 2024, 2023, and 2022 annual meetings of shareholders.

  143. Pay Versus Performance

    | Year | 2021 | 2022 | 2023 | 2024 | 2025 | | CEO | Mr. Stoops | Mr. Stoops | Mr. Stoops | Mr. Cavanagh | Mr. Cavanagh | | SCT Total Compensation ($) | 9,995,179 | 13,334,754 | 11,261,032 | 8,817,502 | 11,358,715 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year on Grant Date ($) | (7,172,549) | (9,901,690) | (8,148,621) | (6,589,999) | (8,640,314) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year at Year-End ($) | 13,925,505 | 7,855,626 | 7,606,781 | 5,869,529 | 7,514,843 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 20,039,610 | (11,218,937) | (1,005,888) | (819,975) | 921,949 | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | (4,763,952) | (4,864,514) | (1,656,336) | (1,498,653) | 294,265 | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | — | — | (205,355) | (982,288) | (706,167) | | Compensation Actually Paid ($) | 32,023,793 | (4,794,761) | 7,851,613 | 4,796,116 | 10,743,291 |

  144. Pay Versus Performance

    | Proxy Summary | Proposal 1 | Corporate Governance | Executive Officers | Executive Compensation | Proposal 2 | Security Ownership | Proposal 3 | Other Compensation Disclosures | Q&A About Voting | Other Matters | | | | | | | | | | ● | | |

  145. Pay Versus Performance

    Equity Valuations: For performance restricted stock unit awards, the grant date fair value of awards used for SCT calculations assumes target performance. To determine the year-end fair values used in the CAP calculations, we have updated the performance expectations to reflect the latest performance estimates for unvested and outstanding awards at each fiscal year-end date. For options awards, updated market input assumptions (stock price, risk free interest rate, volatility, expected term and future dividend yield expectations) have been used to determine the fair values of outstanding awards as of the identified vesting dates and the relevant fiscal year-end dates using the Black-Scholes option pricing model. Column (d) . The following non-CEO named executive officers are included in the average figures shown for 2022 and 2021: Brendan T. Cavanagh, Kurt L. Bagwell, Thomas P. Hunt and Jason V. Silberstein, for 2023: Brendan T. Cavanagh, Jason V. Silberstein, Mark R. Ciarfella, and Richard M. Cane, for 2024: Marc Montagner, Mark R. Ciarfella, Richard M. Cane, Joshua M. Koenig and Jason V. Silberstein and for 2025: Marc Montagner, Mark R. Ciarfella, Richard M. Cane, and Joshua M. Koenig. Column (e) . Average CAP for our non-CEO NEOs in each of 2025, 2024, 2023, 2022, and 2021 reflects the respective amounts set forth in column (d), adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (e) do not reflect the actual amount of compensation earned by or paid to our non-CEO NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee with respect to the non-CEO NEOs’ compensation for each fiscal year, please see the “Compensation Discussion and Analysis” section of this proxy statement and the proxy statements for the 2025, 2024, 2023, and 2022 annual meetings of shareholders.

  146. Pay Versus Performance

    | Year | 2021 | 2022 | 2023 | 2024 | 2025 | | Non-CEO NEOs | See column (d) note | See column (d) note | See column (d) note | See column (d) note | See column (d) note | | SCT Total Compensation ($) | 3,949,044 | 5,207,307 | 3,504,909 | 3,331,586 | 4,028,739 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year on Grant Date ($) | (2,585,499) | (3,598,186) | (2,283,870) | (2,300,533) | (2,812,296) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year at Year-End ($) | 5,019,747 | 2,854,664 | 2,132,004 | 1,850,331 | 2,442,106 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 7,293,395 | (4,086,208) | (233,781) | (362,259) | 311,888 | | Plus: Fair Value for Stock and Option Awards Granted and Vested in the Covered Year ($) | — | — | — | 13,605 | 10,213 | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | (1,714,834) | (1,763,124) | (376,014) | (493,703) | 78,436 | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | — | — | (47,728) | (318,787) | (155,194) | | Compensation Actually Paid ($) | 11,961,853 | (1,385,547) | 2,695,520 | 1,720,240 | 3,903,892 |

  147. Pay Versus Performance

    Equity Valuations: For performance restricted stock unit awards, the grant date fair value of awards used for SCT calculations assumes target performance. To determine the year-end fair values used in the CAP calculations, we have updated the performance expectations to reflect the latest performance estimates for unvested and outstanding awards at each fiscal year-end date. For options awards, updated market input assumptions (stock price, risk free interest rate, volatility, expected term and future dividend yield expectations) have been used to determine the fair values of outstanding awards as of the identified vesting dates and the relevant fiscal year-end dates using the Black-Scholes option pricing model. Column (f) . For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of SBA for the measurement periods beginning on December 31, 2020 and ending on December 31 of each of 2025, 2024, 2023, 2022, and 2021 respectively. Column (g ). For the relevant fiscal year, represents the cumulative TSR of our Large Public Tower Company Peer Group for the measurement periods beginning on December 31, 2020 and ending on December 31 of each of 2025, 2024, 2023, 2022,

  148. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median annual total compensation of our employees and the annual total compensation of our CEO, Brendan T. Cavanagh. In determining our pay ratio for 2025, we concluded that there have been no significant changes to our arrangements or in our employee population that would significantly affect our pay ratio disclosure. We previously identified our median employee as of December 31, 2023, the last day of our 2023 fiscal year, as the determination date for identifying the median employee. As of December 31, 2025, our employee population consisted of approximately 1,844 individuals, of which approximately 1,181 were located in the United States and approximately 663 were located outside the United States. Outside of the United States, we own and operate towers in South America, Central America, South Africa, and Tanzania. To identify the median employee, we calculated the amount of annual total cash compensation plus stock bonus awards paid to all of our employees (other than our CEO). We did not make any cost-of-living or other adjustments in identifying the median employee. We calculated the 2025 total annual compensation of such employee in accordance with the requirements of the executive compensation rules for the Summary Compensation Table (Item 402(c)(2)(x) of Regulation S-K). Under this calculation, the median employee’s annual total compensation was $86,943. Utilizing the same executive compensation rules, and consistent with the amount reported in the “Total” Column of our 2025 Summary Compensation Table in the Executive Compensation section above for our CEO, the annual total compensation of our CEO was $11,358,715. The resulting ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was 131 to 1. This ratio represents a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described above. Because the SEC rules for identifying the median employee and calculating the pay ratio permit companies to use various methodologies and assumptions, to apply certain exclusions and to make reasonable estimates that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable with the pay ratio that we have reported.

  149. CEO Pay Ratio

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