11.DEBT

The principal balances, fair values, and carrying values of debt consist of the following:

As of

As of

December 31, 2025

December 31, 2024

Maturity Date

Principal
Balance

Fair Value

Carrying
Value

Principal
Balance

Fair Value

Carrying
Value

(in thousands)

Revolving Credit Facility

Jan. 25, 2029

$

475,000 

$

475,000 

$

475,000 

$

$

$

2024 Term Loan

Jan. 25, 2031

2,259,750 

2,271,049 

2,240,373 

2,282,750 

2,282,750 

2,260,217 

2019-1C Tower Securities (1)

Jan. 12, 2025

1,165,000 

1,128,803 

1,164,913 

2020-1C Tower Securities (1)(2)

Jan. 9, 2026

750,000 

722,460 

749,945 

750,000 

726,038 

748,425 

2020-2C Tower Securities (1)

Jan. 11, 2028

600,000 

513,798 

598,149 

600,000 

516,342 

597,273 

2021-1C Tower Securities (1)

Nov. 9, 2026

1,165,000 

1,003,356 

1,162,858 

1,165,000 

1,008,331 

1,160,436 

2021-2C Tower Securities (1)

Apr. 9, 2027

895,000 

852,022 

892,677 

895,000 

763,757 

890,896 

2021-3C Tower Securities (1)

Oct. 9, 2031

895,000 

675,797 

889,178 

895,000 

679,144 

888,260 

2022-1C Tower Securities (1)

Jan. 11, 2028

850,000 

867,034 

845,373 

850,000 

878,475 

843,321 

2024-1C Tower Securities (1)

Oct. 9, 2029

1,450,000 

1,446,129 

1,440,007 

1,450,000 

1,453,292 

1,437,978 

2024-2C Tower Securities (1)

Oct. 8, 2027

620,000 

625,425 

616,636 

620,000 

618,698 

615,017 

2020 Senior Notes

Feb. 15, 2027

1,500,000 

1,488,615 

1,496,240 

1,500,000 

1,440,270 

1,493,039 

2021 Senior Notes

Feb. 1, 2029

1,500,000 

1,434,375 

1,493,832 

1,500,000 

1,353,750 

1,491,963 

Total debt

$

12,959,750 

$

12,375,060 

$

12,900,268 

$

13,672,750 

$

12,849,650 

$

13,591,738 

Less: current maturities of long-term debt

(1,935,802)

(1,187,913)

Total long-term debt, net of current maturities

$

10,964,466 

$

12,403,825 

(1)The maturity date represents the anticipated repayment date for each issuance.

(2)On January 9, 2026, the Company, using borrowings from the Revolving Credit Facility, repaid the aggregate principal amount of the 2020-1C Tower Securities which was included in current maturities of long-term debt as of December 31, 2025.

The Company’s future principal payment obligations over the next five years (based on the outstanding debt as of December 31, 2025 and assuming the Tower Securities are repaid at their respective anticipated repayment dates) are as follows:

For the year ended December 31,

(in thousands)

2026

$

1,938,000

2027

3,038,000

2028

1,473,000

2029

3,448,000

2030

23,000

The table below reflects cash and non-cash interest expense amounts recognized by debt instrument for the periods presented:

Interest

For the year ended December 31,

Rates as of

2025

2024

2023

December 31,

Cash

Non-cash

Cash

Non-cash

Cash

Non-cash

2025

Interest

Interest

Interest

Interest

Interest

Interest

(in thousands)

Revolving Credit Facility

4.815%

$

8,451 

$

$

8,603 

$

$

29,223 

$

2018 Term Loan

3,253 

1,867 

60,622 

30,508 

2024 Term Loan (1)

5.200%

105,197 

8,031 

60,252 

25,121 

2014-2C Tower Securities

18,810 

24,185 

2019-1C Tower Securities

1,306 

33,428 

33,428 

2020-1C Tower Securities

1.884%

14,391 

14,391 

14,391 

2020-2C Tower Securities

2.328%

14,159 

14,159 

14,159 

2021-1C Tower Securities

1.631%

19,419 

19,419 

19,419 

2021-2C Tower Securities

1.840%

16,782 

16,782 

16,782 

2021-3C Tower Securities

2.593%

23,492 

23,492 

23,492 

2022-1C Tower Securities

6.599%

56,375 

56,375 

56,375 

2024-1C Tower Securities

4.831%

70,543 

15,677 

2024-2C Tower Securities (2)

4.654%

31,910 

7,091 

2020 Senior Notes

3.875%

58,125 

397 

58,125 

383 

58,125 

367 

2021 Senior Notes

3.125%

46,875 

46,875 

46,875 

Other

885 

429 

3,046 

290 

3,297 

4,993 

Total

$

467,910 

$

8,857 

$

399,778 

$

27,661 

$

400,373 

$

35,868 

(1)The 2024 Term Loan has a blended rate of 5.200%, which includes the impact of the interest rate swaps. Excluding the impact of the interest rate swaps, the 2024 Term Loan was accruing interest at 5.470% as of December 31, 2025. Refer to Note 21 for more information on the Company’s interest rate swaps.

(2)The 2024-2C Tower Securities has an all-in fixed rate of 4.654%, which includes the impact of the Company’s treasury lock agreement which settled upon issuance of the notes. Excluding the impact of the treasury lock agreement, the 2024-2C Tower Securities accrues interest at 5.115%. Refer to Note 21 for more information on the Company’s treasury lock agreement.

Terms of the Senior Credit Agreement

The Senior Credit Agreement requires SBA Senior Finance II to maintain specific financial ratios, including (1) a ratio of Consolidated Net Debt to Annualized Borrower EBITDA not to exceed 6.5 times for any fiscal quarter, (2) a ratio of Consolidated Net Debt (calculated in accordance with the Senior Credit Agreement) to Annualized Borrower EBITDA for the most recently ended fiscal quarter not to exceed 6.5 times for 30 consecutive days and, (3) a ratio of Annualized Borrower EBITDA to Annualized Cash Interest Expense (calculated in accordance with the Senior Credit Agreement) of not less than 2.0 times for any fiscal quarter. The Senior Credit Agreement contains customary affirmative and negative covenants that, among other things, limit the ability of SBA Senior Finance II and its subsidiaries to incur indebtedness, grant certain liens, make certain investments, enter into sale leaseback transactions, merge or consolidate, make certain restricted payments, enter into transactions with affiliates, and engage in certain asset dispositions, including a sale of all or substantially all of their property. The Senior Credit Agreement is also subject to customary events of default. Pursuant to the Second Amended and Restated Guarantee and Collateral Agreement, amounts borrowed under the Revolving Credit Facility, the Term Loans and certain hedging transactions that may be entered into by SBA Senior Finance II or the Subsidiary Guarantors (as defined in the Senior Credit Agreement) with lenders or their affiliates are secured by a first lien on the membership interests of SBA Telecommunications, LLC, SBA Senior Finance, LLC and SBA Senior Finance II and on substantially

all of the assets (other than leasehold, easement and fee interests in real property) of SBA Senior Finance II and the Subsidiary Guarantors.

The Senior Credit Agreement permits SBA Senior Finance II, without the consent of the other lenders, to request that one or more lenders provide SBA Senior Finance II with increases in the Revolving Credit Facility or additional term loans provided that after giving effect to the proposed increase in Revolving Credit Facility commitments or incremental term loans the ratio of Consolidated Net Debt to Annualized Borrower EBITDA would not exceed 6.5 times. SBA Senior Finance II’s ability to request such increases in the Revolving Credit Facility or additional term loans is subject to its compliance with customary conditions set forth in the Senior Credit Agreement including compliance, on a pro forma basis, with the financial covenants and ratios set forth therein and, with respect to any additional term loan, an increase in the margin on existing term loans to the extent required by the terms of the Senior Credit Agreement. Upon SBA Senior Finance II’s request, each lender may decide, in its sole discretion, whether to increase all or a portion of its Revolving Credit Facility commitment or whether to provide SBA Senior Finance II with additional term loans and, if so, upon what terms.

As of December 31, 2025, SBA Senior Finance II was in compliance with the financial covenants contained in the Senior Credit Agreement.

Revolving Credit Facility under the Senior Credit Agreement

The Revolving Credit Facility consists of a revolving loan under which up to $2.0 billion aggregate principal amount may be borrowed, repaid, and redrawn, based upon specific financial ratios and subject to the satisfaction of other customary conditions to borrowing through the maturity date of January 25, 2029. Amounts borrowed under the Revolving Credit Facility accrue interest, at SBA Senior Finance II’s election, at either (1) the Eurodollar Rate or Term SOFR Rate plus a margin that ranges from 112.5 basis points to 150.0 basis points or (2) the Base Rate plus a margin that ranges from 12.5 basis points to 50.0 basis points, in each case based on the ratio of Consolidated Net Debt to Annualized Borrower EBITDA, calculated in accordance with the Senior Credit Agreement. In addition, SBA Senior Finance II is required to pay a commitment fee of between 0.15% and 0.25% per annum on the amount of unused commitment. Furthermore, the Revolving Credit Facility incorporates sustainability-linked targets which will adjust the Revolving Credit Facility’s applicable interest and commitment fee rates upward or downward based on how the Company performs against those targets. Borrowings under the Revolving Credit Facility may be used for general corporate purposes. SBA Senior Finance II may, from time to time, borrow from and repay the Revolving Credit Facility. Consequently, the amount outstanding under the Revolving Credit Facility at the end of the period may not be reflective of the total amounts outstanding during such period.

The key terms of the Revolving Credit Facility are as follows:

Unused

Interest Rate

Commitment

as of

Fee as of

December 31, 2025 (1)

December 31, 2025 (2)

Revolving Credit Facility

4.815%

0.140%

(1)

 

(1)The rate reflected includes a 0.050% reduction in the applicable spread as a result of meeting certain sustainability-linked targets as of December 31, 2024.

(2)The rate reflected includes a 0.010% reduction in the applicable commitment fee as a result of meeting certain sustainability-linked targets as of December 31, 2024.

The table below summarizes the Company’s Revolving Credit Facility activity during the years ended December 31, 2025 and 2024:

For the year

ended December 31,

2025

2024

(in thousands)

Beginning outstanding balance

$

$

180,000

Borrowings

695,000

370,000

Repayments

(220,000)

(550,000)

Ending outstanding balance

$

475,000

$

Subsequent to December 31, 2025, the Company borrowed $775.0 million and repaid $45.0 million under the Revolving Credit Facility, and as of the date of this filing, $1.205 billion was outstanding.

Term Loan under the Senior Credit Agreement

2024 Term Loan

On January 25, 2024, the Company, through its wholly owned subsidiary, SBA Senior Finance II, issued a term loan (the “2024 Term Loan”) under the amended and restated Senior Credit Agreement. The 2024 Term Loan consists of a senior secured term loan with an initial aggregate principal amount of $2.3 billion that matures on January 25, 2031. The 2024 Term Loan (as amended on October 2, 2024) accrues interest, at SBA Senior Finance II's election, at either the Base Rate (with a zero Base Rate floor) plus 75 basis points or at Term SOFR (with a floor of 0%) plus 175 basis points. The 2024 Term Loan was issued at 99.75% of par value.

Principal payments on the 2024 Term Loan are made in quarterly installments on the last day of each March, June, September, and December in an amount equal to $5.75 million. The Company incurred financing fees of approximately $19.4 million in relation to this transaction, which are being amortized through the maturity date.

During the year ended December 31, 2025, the Company repaid an aggregate of $23.0 million of principal on the 2024 Term Loan. As of December 31, 2025, the 2024 Term Loan had a principal balance of $2.3 billion.

Secured Tower Revenue Securities

Tower Revenue Securities Terms

As of December 31, 2025, the Company, through a New York common law trust (the “Trust”), had issued and outstanding an aggregate of $7.2 billion of Secured Tower Revenue Securities (“Tower Securities”). The sole asset of the Trust consists of a non-recourse mortgage loan made in favor of certain of the Company’s subsidiaries that are borrowers on the mortgage loan (the “Borrowers”) under which there is a loan tranche for each Tower Security outstanding with the same interest rate and maturity date as the corresponding Tower Security. The mortgage loan will be paid from the operating cash flows from the aggregate 9,498 tower sites owned by the Borrowers as of December 31, 2025. The mortgage loan is secured by (1) mortgages, deeds of trust, and deeds to secure debt on a substantial portion of the tower sites, (2) a security interest in the tower sites and substantially all of the Borrowers’ personal property and fixtures, (3) the Borrowers’ rights under certain tenant leases, and (4) all of the proceeds of the foregoing. For each calendar month, SBA Network Management, Inc., an indirect subsidiary (“Network Management”), is entitled to receive a management fee equal to 4.5% of the Borrowers’ operating revenues for the immediately preceding calendar month.

The Borrowers may prepay any of the mortgage loan components, in whole or in part, with no prepayment consideration, (1) within six months (in the case of the component corresponding to the 2024-2C Tower Securities), twelve months (in the case of the component corresponding to the 2020-1C Tower Securities, 2021-1C Tower Securities, 2021-2C Tower Securities, and 2022-1C Tower Securities), eighteen months (in the case of the components corresponding to the 2020-2C Tower Securities and 2021-3C Tower Securities), or twenty-four months (in the case of the component corresponding to the 2024-1C Tower Securities) of the anticipated repayment date of such mortgage loan component, (2) with proceeds received as a result of any condemnation or casualty of any tower owned by the Borrowers or (3) during an amortization period. In all other circumstances, the Borrowers may prepay the mortgage loan, in whole or in part, upon payment of the applicable prepayment consideration. The prepayment consideration is determined based on the class of the Tower Securities to which the prepaid mortgage loan component corresponds and consists of an amount equal to the net present value associated with the portion of the principal balance being prepaid and calculated in accordance with the formula set forth in the mortgage loan agreement.

To the extent that the mortgage loan components corresponding to the Tower Securities are not fully repaid by their respective anticipated repayment dates, the interest rate of each such component will increase by the greater of (1) 5% and (2) the amount, if any, by which the sum of (x) the 10 year U.S. treasury rate plus (y) the credit-based spread for such component (as set forth in the mortgage loan agreement) plus (z) 5%, exceeds the original interest rate for such component.

Pursuant to the terms of the Tower Securities, all rents and other sums due on any of the towers owned by the Borrowers are directly deposited by the lessees into a controlled deposit account and are held by the indenture trustee. The monies held by the indenture trustee after the release date are classified as short-term restricted cash on the Consolidated Balance Sheets (see Note 4). However, if the Debt Service Coverage Ratio, defined as the net cash flow (as defined in the mortgage loan agreement) divided by the amount of interest on the mortgage loan, servicing fees and trustee fees that the Borrowers are required to pay over the succeeding twelve months, as of the end of any calendar quarter, falls to 1.30x or lower, then all cash flow in excess of amounts required to make

debt service payments, to fund required reserves, to pay management fees and budgeted operating expenses and to make other payments required under the loan documents, referred to as “excess cash flow,” will be deposited into a reserve account instead of being released to the Borrowers. The funds in the reserve account will not be released to the Borrowers unless the Debt Service Coverage Ratio exceeds 1.30x for two consecutive calendar quarters. If the Debt Service Coverage Ratio falls below 1.15x as of the end of any calendar quarter, then an “amortization period” will commence and all funds on deposit in the reserve account will be applied to prepay the mortgage loan until such time that the Debt Service Coverage Ratio exceeds 1.15x for a calendar quarter. In addition, if any of the Tower Securities are not fully repaid by their respective anticipated repayment dates, the cash flow from the towers owned by the Borrowers will be trapped by the trustee for the Tower Securities and applied first to repay the interest, at the original interest rates, on the mortgage loan components underlying the Tower Securities, second to fund all reserve accounts and operating expenses associated with those towers, third to pay the management fees due to Network Management, fourth to repay principal of the Tower Securities and fifth to repay the additional interest discussed above. Furthermore, the advance rents reserve requirement states that the Borrowers are required to maintain an advance rents reserve at any time the monthly tenant Debt Service Coverage Ratio is equal to or less than 2:1 and for two calendar months after such coverage ratio again exceeds 2:1. The mortgage loan agreement, as amended, also includes covenants customary for mortgage loans subject to rated securitizations. Among other things, the Borrowers are prohibited from incurring other indebtedness for borrowed money or further encumbering their assets.

The table below sets forth the material terms of the Company’s outstanding Tower Securities as of December 31, 2025:

Security (1)

Issue Date

Amount Outstanding
(in millions)

Interest
Rate (2)

Anticipated Repayment Date

Final Maturity Date

2020-1C Tower Securities (3)

Jul. 14, 2020

$750.0

1.884%

Jan. 9, 2026

Jul. 11, 2050

2020-2C Tower Securities

Jul. 14, 2020

$600.0

2.328%

Jan. 11, 2028

Jul. 9, 2052

2021-1C Tower Securities

May 14, 2021

$1,165.0

1.631%

Nov. 9, 2026

May 9, 2051

2021-2C Tower Securities

Oct. 27, 2021

$895.0

1.840%

Apr. 9, 2027

Oct. 10, 2051

2021-3C Tower Securities

Oct. 27, 2021

$895.0

2.593%

Oct. 9, 2031

Oct. 10, 2056

2022-1C Tower Securities

Nov. 23, 2022

$850.0

6.599%

Jan. 11, 2028

Nov. 9, 2052

2024-1C Tower Securities

Oct. 11, 2024

$1,450.0

4.831%

Oct. 9, 2029

Oct. 8, 2054

2024-2C Tower Securities (4)

Oct. 11, 2024

$620.0

4.654%

Oct. 8, 2027

Oct. 8, 2054

 

(1)The Company incurred $8.0 million, $6.4 million, $12.9 million, $9.5 million, $9.5 million, $10.5 million, $12.8 million, and $5.5 million in financing fees relating to the issuances of the 2020-1C Tower Securities, 2020-2C Tower Securities, 2021-1C Tower Securities, 2021-2C Tower Securities, 2021-3C Tower Securities, 2022-1C Tower Securities, 2024-1C Tower Securities, and 2024-2C Tower Securities, respectively. The financing fees are being amortized through the anticipated repayment date of the related Tower Security.

(2)Interest paid monthly.

(3)On January 9, 2026, the Company repaid the aggregate principal amount of the 2020-1C Tower Securities.

(4)The interest rate reflected is the all-in fixed rate which includes the impact of the Company’s treasury lock agreement which settled upon issuance of the notes.

The table below sets forth the material terms of the Company’s Tower Securities that were repaid during the years ended December 31, 2025, 2024, and 2023:

Security (1)

Issue Date

Amount Outstanding
(in millions)

Interest
Rate (2)

Anticipated Repayment Date

Actual Repayment Date

2019-1C Tower Securities

Sep. 13, 2019

$1,165.0

2.836%

Jan. 12, 2025

Jan. 15, 2025

2014-2C Tower Securities

Oct. 15, 2014

$620.0

3.869%

Oct. 8, 2024

Oct. 8, 2024

 

(1)The Company incurred $9.0 million in financing fees relating to the issuance of the 2014-2C Tower Securities which were being amortized through its anticipated repayment date. In addition, the Company incurred $0.2 million of deferred financing fees and accrued interest related to the repayment of the 2014-2C Tower Securities which are reflected in loss from extinguishment of debt on the Consolidated Statement of Operations.

(2)Interest was paid monthly.

Risk Retention Tower Securities

To satisfy certain risk retention requirements of Regulation RR promulgated under the Exchange Act, SBA Guarantor, LLC, a wholly owned subsidiary, purchased the Risk Retention Tower Securities. Principal and interest payments made on the 2020-2R

Tower Securities, 2021-1R Tower Securities, 2021-3R Tower Securities, 2022-1R Tower Securities, and 2024-1R Tower Securities eliminate in consolidation. Principal and interest payments made on the 2019-1R Tower Securities eliminated in consolidation.

The table below sets forth the material terms of the Company’s outstanding Risk Retention Tower Securities as of December 31, 2025:

Security

Issue Date

Amount Outstanding
(in millions)

Interest
Rate (1)

Anticipated Repayment Date

Final Maturity Date

2020-2R Tower Securities (2)

Jul. 14, 2020

$71.1

4.336%

Jan. 11, 2028

Jul. 9, 2052

2021-1R Tower Securities

May 14, 2021

$61.4

3.598%

Nov. 9, 2026

May 9, 2051

2021-3R Tower Securities

Oct. 27, 2021

$94.3

4.090%

Oct. 9, 2031

Oct. 10, 2056

2022-1R Tower Securities

Nov. 23, 2022

$44.8

7.870%

Jan. 11, 2028

Nov. 9, 2052

2024-1R Tower Securities

Oct. 11, 2024

$108.7

6.252%

Oct. 9, 2029

Oct. 8, 2054

 

(1)Interest paid monthly.

(2)On January 30, 2026, the Company repaid $39.5 million of the principal amount of the 2020-2R Tower Securities. The remaining balance of the 2020-2R Tower Securities is $31.6 million.

The table below sets forth the material terms of the Company’s Risk Retention Tower Securities that were repaid during the years ended December 31, 2025, 2024, and 2023:

Security

Issue Date

Amount Outstanding
(in millions)

Interest
Rate (1)

Anticipated Repayment Date

Actual Repayment Date

2019-1R Tower Securities

Sep. 13, 2019

$61.4

4.213%

Jan. 12, 2025

Jan. 15, 2025

 

(1)Interest was paid monthly.

Debt Covenants

As of December 31, 2025, the Borrowers met the debt service coverage ratio required by the mortgage loan agreement and were in compliance with all other covenants as set forth in the agreement.

Senior Notes

Indentures Governing Senior Notes

The Indentures governing the Senior Notes contain customary covenants, subject to a number of exceptions and qualifications, including restrictions on the ability of SBAC and Telecommunications to (1) incur additional indebtedness unless the Consolidated Indebtedness to Annualized Consolidated Adjusted EBITDA Ratio (as defined in the Indenture), pro forma for the additional indebtedness does not exceed, with respect to any fiscal quarter, 9.5x for SBAC, (2) merge, consolidate, or sell assets, (3) make restricted payments, including dividends or other distributions, (4) enter into transactions with affiliates, and (5) enter into sale and leaseback transactions and restrictions on the ability of the Restricted Subsidiaries of SBAC (as defined in the Indentures) to incur liens securing indebtedness. We may redeem each of the senior notes prior to their maturity date at 100% of the principal plus accrued and unpaid interest.

The table below sets forth the material terms of the Company’s outstanding senior notes as of December 31, 2025:

Senior Notes (1)

Issue Date

Amount Outstanding
(in millions)

Interest Rate Coupon

Maturity Date

Interest Due Dates

2020 Senior Notes

Feb. 4, 2020

$1,500.0

3.875%

Feb. 15, 2027

Feb. 15 & Aug. 15

2021 Senior Notes

Jan. 29, 2021

$1,500.0

3.125%

Feb. 1, 2029

Feb. 1 & Aug. 1

 

(1)The Company incurred $18.0 million and $14.8 million in financing fees in relation to the issuance of the 2020 Senior Notes and 2021 Senior Notes, respectively. The financing fees are being amortized through the maturity date of the related senior note.

Historical Timeline

Fiscal YearFiled
2025Feb 27, 2026Showing above
2024Feb 26, 2025
2023Feb 28, 2024
2022Mar 1, 2023
2021Mar 1, 2022
2020Feb 25, 2021
2019Feb 24, 2020
2018Feb 28, 2019
2017Mar 1, 2018
2016Mar 1, 2017
2015Feb 26, 2016

About Debt Disclosures

Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.

Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.