CCI 10-K & 10-Q changes, risk factors and insider trading

The following summarizes our material risk factors.factors, including risk factors relating to our Fiber Business. However, this summary is not intended to be a comprehensive and complete list of all risk factors identified by the Company. Refer to the following pages of this section for additional details regarding these summarized risk factors.

•Our Fiber business model contains certain differences from our Towers business model, resulting in different operational risks. If we do not successfully operate our Fiber business model or identify or manage the related operational risks,risks through the closing of the Strategic Fiber Transaction, such operations may produce results that are lower than anticipated.

The amount, timing, and mix of our tenants' network investment is variable and can be significantly impacted by the various matters described in these risk factors. Changes in tenant network investment typically impact the demand for our communications infrastructure. As a result, changes in tenant plans such as delays in the implementation of new systems, new and emerging technologies, or change in plans to expand coverage or capacity may reduce demand for our communications infrastructure. As part of our announced plans to enhance returns in the Fiber segment, during the fourth quarter of 2024, we completed discussions with certain of our tenants regarding approximately 7,000 previously-identified greenfield small cell nodes in our contracted backlog that both parties mutually agreed to cancel. These cancellations resulted in a $106 million asset write-down charge in the fourth quarter of 2024.

Our three largest tenants are T-Mobile, AT&T and Verizon Wireless. In addition to our three largest tenants, we also derivederived a meaningful portion of our revenues and previously anticipated future growth from DISH Network Corporate ("DISH").DISH. The loss of any one of our three largest tenants, including DISH,tenants as a result of consolidation, merger, bankruptcy, insolvency, network sharing, roaming, joint development, resale agreements by our tenants or otherwise may result in (1) a material decrease in our revenues, (2) uncollectible account receivables, (3) an impairment of our deferred site rental receivables, communications infrastructure assets, or intangible assets (including goodwill), or (4) other adverse effects to our business. We cannot guarantee that tenant contracts with our largest tenants will not be terminated or that these tenants will renew their tenant contracts with us.

On January 6, 2022, we entered into an agreement with T-Mobile that addressed the T-Mobile and Sprint network consolidation. We anticipate that thisThis consolidation will resultresulted in approximately $200 million in Towers non-renewals in 2025, withand we anticipate additional non-renewals from this agreement, which we expect to fall within our historical non-renewal range of 1% to 2% of Towers annual site rental revenues, to occur each year through 2034. We expect an additional impact of approximately $45$40 million in aggregate Fiber non-renewals to occur in 20252026 and in subsequent years.years, until the closing of the Strategic Fiber Transaction.

Our Fiber business model contains certain differences from our Towers business model, resulting in different operational risks. If we do not successfully operate our Fiber business model or identify or manage the related operational risks,risks through the closing of the Strategic Fiber Transaction, such operations may produce results that are lower than anticipated.

Over the last decade, we have allocated a significant amount of capital to our Fiber business, which is a much less mature business for us than our Towers business. Our Fiber segment represented 33% and 34% of our site rental revenues for the years ended December 31, 2024 and 2023, respectively. The business model for our Fiber operations contains certain differences from our business model for our Towers operations, including those relating to tenant base, competition, contract terms (including requirements for service level agreements regarding network performance and maintenance), upfront capital requirements, labor costs, landlord demographics, deployment and ownership of certain network assets, operational oversight requirements, government regulations, growth rates and applicable laws.

•the use of competitive local exchange carrier ("CLEC") status.

In addition, the rate at which tenants adopt or prioritize small cells and fiber solutions has been lower or slower than we anticipated, and may continue to be lower or slower, or may cease to exist altogether. For example, our tenants have initially focused on utilizing towers in the first phase of deploying their 5G networks, which has led to delays in some of our small cell deployments. We anticipate that these delays will be temporary, as our tenants plan for the next phase of their 5G network deployment which we believe will require small cells at scale. Our Fiber operations also expose us to different safety or liability risks or hazards than our Towers business as a result of numerous factors, including those stemming from the deployment, location or nature of the assets involved. There may be risks and challenges associated with small cells and fiber solutions being comparatively new and emerging technologies that are continuing to evolve, and there may be other risks related to small cells and fiber solutions of which we are not yet aware. See "—The pendency of the sale of our Fiber Business to Zayo and EQT may have an adverse effect on our business, results of operations, cash flows and financial position.", "—Completion of the Strategic Fiber Transaction is subject to the conditions contained in the Strategic Fiber Agreement, including regulatory approvals, which may not be received, and separation of the Fiber Business from our current operations, and if these conditions are not satisfied or waived, the transaction will not be completed.", "—The failure to complete the planned sale of the Fiber Business to Zayo and EQT could have a material and adverse effect on our business, results of operations, financial condition, cash flows, and stock price." and "—Our business depends on the demand for our communications infrastructure (including towers, small cells and fiber), driven primarily by demand for data, and we may be adversely affected by any slowdown in such demand. Additionally, a reduction in the amount or change in the mix of network investment by our tenants may materially and adversely affect our business (including reducing demand for our communications infrastructure or services.)", and note 3 to our consolidated financial statements, for discussions of the Strategic Fiber Transaction and the potential impact to the growth of our Fiber segment as well as the previously announced small cell node cancellations.Transaction.

Additionally, contracts with our tenants for these projects typically specify delivery dates, performance criteria and penalties for our failure to perform. Our failure to perform timely and in accordance with the performance criteria exposes us to penalties specified in the contract or possible litigation. We often experience unforeseen delaysdelays, primarily in our Fiber business, from municipalities and utility companies that result in longer construction timelines than expected, which impact our ability to timely deliver on our projects. We may also experience unforeseen delays and increased project costs as a result of labor shortages, which may impact the availability of contractors to work on our construction projects. Our failure to manage such tenant relationships, project resources, and project milestones in a timely and efficient manner and appropriately manage safety risks could have a material adverse effect on our business.

Improvements in the efficiency, architecture, and design of communication networks may reduce the demand for our communications infrastructure. For example, new technologies and spectrum that may promote network sharing, joint development, backhaul and fronthaul efficiency or resale agreements by our tenants, such as signal combining technologies or network virtualization, may reduce the need for our communications infrastructure. In addition, other technologies, such as WiFi, blimps, satellite (such as low earth orbiting) and mesh transmission systems may, in the future,may serve as substitutes for, or alternatives to, leasing on communications infrastructure that might otherwise be anticipated or expected had such technologies not existed. In addition, new technologies that enhance the range, efficiency and capacity of communication equipment could reduce demand for our communications infrastructure. Any significant reduction in demand for our communications infrastructure resulting from the new technologies may negatively impact our revenues or otherwise have a material adverse effect on us.

Our ability to retain rights to the land on which our towers are located depends on our ability to purchase such land, by acquiring fee interests and perpetual easements, or renegotiate or extend the terms of the agreements relating to such land. Approximately 10% of our towers siteAdjusted rentalSite grossRental marginGross Margin for the year ended December 31, 20242025 was derived from towers where the leases for the land under such towers had final expiration dates of less than 10 years. If we are unable to retain rights to the property on which our communications infrastructure is located, our business may be adversely affected.

•22% of our towers are leased or subleased or operated and managed under a master lease or other related agreements with AT&T for a weighted-average initial term of approximately 28 years, weighted based on towers site rental gross margin.T. We have the option to purchase the leased and subleased towers from AT&T at the end of the respective lease or sublease terms for aggregate option payments of approximately $4.2 billion, which payments, if such option is exercised, would be due between 2032 and 2048.

•32% of our towers are leased or subleased or operated and managed under master leases, subleases or other agreements with T-Mobile (including those which T-Mobile assumed in its merger with Sprint). ApproximatelyIn half of such towers have an initial term of 32 years (through May 2037), and2037, we have the option to purchase in 2037 all (but not less than all) of approximately half of such leased and subleased towers from T-Mobile for approximately $2.3 billion. The remainder of such towers have a weighted-average initial term of approximately 28 years, weighted based on towers site rental gross margin. We have the option to purchase the remainder of such towers from T-Mobile at the end of the respective terms for aggregate option payments of approximately $2.0 billion, which payments, if such option is exercised, would be due between 2035 and 2049. In addition, another 1% of our towers under master leases, subleases, and other agreements with T-Mobile are subject to a lease and sublease or other related arrangements with AT&T. We have the option to purchase these towers from AT&T at the end of their respective lease terms for aggregate option payments of up to approximately $385$373 million,million as of December 31, 2025, which payments, if such option is exercised, would be due prior to 2032 (less than $12$5 million would be due before 2029).

During both 20232024 and 2024,2025, due primarily to our discontinuation of installation services as a Towerstowers product offering previously announced in July 2023, services and other revenues decreased by 36%54% and 53%,49%, respectively, when compared to yearsyear ended December 31, 2022 and 2023, respectively.2023. We continue to offer site development services on our towers. See note 1617 to our consolidated financial statements and "Item 7. MD&A—General Overview—Highlights of Business Fundamentals and Results" for further discussion of our 2023 Restructuring Plan, which included discontinuing installation services as a Towerstowers product offering.

Despite existing security measures, certain of our information technology and communications infrastructure may be subject to damage, disruptions, or shutdowns due to unauthorized access, computer viruses, ransomware or other malicious software, cyber-attacks and other security breaches. In addition, integration and adoption of artificial intelligence and machine learning ("AI") into our business may pose new information security risks and challenges. The increased prevalence of AI may also heighten cybersecurity and data protection risks. AI-enabled systems, as well as AI-driven techniques used by threat actors, may increase the sophistication, scale, frequency, and speed of cyberattacks targeting our information technology systems, operational technology, or sensitive data. Further, our reliance on cloud- or internet-based services and on remote access to information systems increases our exposure to potential cybersecurity incidents. An attack attempt or security breach, such as a distributed denial of service attack, could potentially result in (1) interruption or cessation of certain of our services to our tenants or access by our tenants to certain of our information technology systems, (2) our inability to meet expected levels of service to our tenants, (3) data transmitted over our tenants' networks being compromised or misappropriated, or (4) business or other sensitive data being compromised, misappropriated or lost. Although we believe we have a comprehensive incident response plan and other cybersecurity measures and policies in place, we cannot guarantee that our security measures will not be circumvented, resulting in tenant network failures or interruptions that could impact our tenants' network availability and have a material adverse effect on our business, financial condition, or operational results.

Additionally, security incidents impacting our tenants, vendors and business partners could result in a material adverse effect on our business. We may be required to expend significant resources to protect against or recover from such threats. If an actual or perceived breach of our cybersecurity or information technology, or that of our cloud- or internet-based service providers, occurs, the market perception of the effectiveness of our security measures could be harmed, and we could lose tenants. Further, the perpetrators of cyber-attacks are not restricted to particular groups or persons. These threats can arise from external parties, such as cyber terrorists or nation-state actors, as well as insiders, such as our employees or contractors, who knowingly or unknowingly engage in or enable malicious cyber activities. In addition, our acquisitions,acquisitions and divestitures, both past and future, may alter our potential exposure to the risks described above. While we maintain insurance that includes coverage in the event of cybersecurity or other information technology breaches, there can be no assurances that such coverage will be adequate to cover exposure from such incidents.

We could be negatively impacted by other unforeseen events, such as extreme weather events or natural disasters (including as a result of any potential effects of climate change), or acts of vandalism. There is increasing concern that global climate change is occurring and could result in increased frequency of certain types of natural disasters and extreme weather events. Although we have implemented a wildfire risk mitigation program, the effects of climate change have increased the risk and extent of wildfires that could potentially result from certain of our construction and maintenance projects and other operating activities. We cannot predict with certainty the rate at which climate change is occurring or the potential direct or indirect impacts of climate change to our business. Any such unforeseen events could, among other things, damage or delay deployment of our communications infrastructure, interrupt or delay service to our tenants or could result in legal claims or penalties, regulatory action or fines, disruption in operations, damage to our reputation, negative market perception, or costly response measures, which could adversely affect our business.

Our business has experienced, and may continue to experience, significant executive management changes, including the consolidation of roles and responsibilities. In December 2023, we announced the retirement of Jay A. Brown, our President and Chief Executive Officer ("CEO") and the appointment of Anthony J. Melone, a member of our board of directors, to serve as interim President and CEO. In April 2024, Steven J. Moskowitz was appointed as President and CEO. Additionally, in January 2025, we announced that Daniel K. Schlanger would cease serving as our Executive Vice President ("EVP") and Chief Financial Officer,Officer ("CFO"), effective March 2025. In March 2025, we appointed Sunit Patel as EVP and CFO, effective April 2025. Additionally in March 2025, we announced the appointment of Mr. Schlanger as interim CEO and the termination of Mr. Moskowitz. In August 2025, we announced the appointment of Christian Hillabrant as President and CEO, effective September 2025, after which Mr. Schlanger was appointed EVP and Chief Transformation Officer. We also have experienced and may continue to experience the departure and transition of other members of our executive management team.

In July 2023, we initiated the 2023 Restructuring Plan as part of our efforts to reduce costs to better align our operational needs with lower tower activity. The 2023 Restructuring Plan included reducing our total employee headcount by approximately 15%, discontinuing installation services as a Towerstowers product offering, and consolidating office space. As a result of the foregoing actions, we incurred $85 million and $9 million of restructuring charges in 2023 and 2024, respectively. The actions associated with the 2023 Restructuring Plan were substantially completed and related charges were recorded by June 30, 2024, while the payments for the employee headcount reduction were substantially completed by December 31, 2024. The remaining payments for the office space consolidation will be completed inby 2032.

In June 2024, we initiated the 2024 Restructuring Plan as part of our efforts to drive operational efficiencies and reduce operating costs and capital expenditures, with a primary focus on our Fiber segment. As a result, we announced a reduction of our total employee headcount by more than 10% and the closing of certain offices. Related to the actions undertaken for the 2024 Restructuring Plan, we incurred $100 million of restructuring charges in 2024. The actions associated with the 2024 Restructuring Plan and related charges were substantially completed and recorded by December 31, 2024, while the payments arewere expected to besubstantially completed for the employee headcount reduction in 2025 and are expected to be completed for office closures inby 2033.

In addition,addition to the 2023 and 2024 Restructuring Plans and 2026 Restructuring Plan, we may from time to time take actions to realign our business, operations, and cost structure with our strategic priorities. In undertaking these actions we may incur other charges or cash expenditures not currentlyinitially contemplated due to unanticipated events that may occur, including in connection with the execution of these actions. We have mademake certain assumptions in estimating the anticipated savings we expect to achieve under thethese Restructuring Plans,actions, which include the estimated savings from the elimination of certain headcount and the consolidation and closure of office space. These assumptions may turn out to be incorrect due to a variety of factors. In addition, our ability to realize the expected benefits from thethese Restructuring Plansactions is subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. As such, we may not realize, in full or in part, or sustain, the anticipated benefits from thethese Restructuring Plansactions or do so within the expected time frame, and anticipated benefits may not be adequate to meet our long-term profitability and operational expectations.

Furthermore, the Restructuring Plansactions may result in unintended consequences, including:

If we experience any of these adverse consequences, the Restructuring Plansactions and other strategic initiatives may not achieve or sustain their intended benefits, or the benefits, even if achieved, may not be adequate to meet our long-term profitability and operational expectations, which could adversely affect our business, results of operations and financial condition.

On March 3, 2024, we entered into an amendment to the Cooperation Agreement with Elliott, which, among other things, (1) eliminated limitations on the size of our board of directors, the Fiber Review Committee and the CEO Search Committee, (2) provided that Elliott and certain of its affiliates would vote pro rata in accordance with the vote of other stockholders at the 2024 Annual Meeting, subject to certain exceptions, and (3) provided our board of directors could change its recommendation and cease soliciting proxies in favor of Messrs. Genrich or Patel if it first made a determination that its fiduciary duties required it to do so. Messrs. Genrich and Patel were subsequently reelected to serve until our 2025 Annual Meeting of Stockholders. The operational review of our Fiber business and the search for the next CEO of our company concluded during 2024, and the strategic review of our Fiber business concluded in 2025 with our entry into the Strategic Fiber Agreement. In March 2025, we announced that Mr. Patel resigned from our board of directors, effective immediately, and was be appointed as Executive Vice President and CFO, effective April 2025. See "—The pendency of the sale of our Fiber Business to Zayo and EQT may have an adverse effect on our business, results of operations, cash flows and financial position.", "—Completion of the Strategic Fiber Transaction is subject to the conditions contained in the Strategic Fiber Agreement, including regulatory approvals, which may not be received, and separation of the Fiber Business from our current operations, and if these conditions are not satisfied or waived, the transaction will not be completed." and "—The failure to complete the planned sale of the Fiber Business to Zayo and EQT could have a material and adverse effect on our business, results of operations, financial condition, cash flows, and stock price." for a discussion of the Strategic Fiber Transaction. The Cooperation Agreement, as amended, remains in effect.

We strive to maintain constructive, ongoing communications with all stockholders, and we welcome constructive input from all stockholders toward the shared goal of enhancing long-term stockholder value. Nonetheless, we may not be successful in engaging constructively with one or more stockholders, and any resulting activist campaign that contests, or seeks to change, our strategic direction or business mix (for example, our proxy contest in 2024 with Boots Capital) could have an adverse effect on us because: (1) responding to actions by activist stockholders could disrupt our business and operations, be costly or time-consuming, or divert the attention of our board of directors or management from the pursuit of business strategies, which could adversely affect our results of operations or financial condition; (2) perceived uncertainties as to our future direction may lead to the perception of a change in the direction of the business, instability, or lack of continuity, any of which may be exploited by our competitors, cause concern to our current or potential customers and vendors, cause concern in the minds ofand our employees and make it more difficult to attract and retain qualified personnel; and (3) these types of actions could cause significant fluctuations in our share price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.

•The pursuit and planning for the transaction have placed and will continue to place a significant burden on management and other internal resources and may divert management’s attention away from day-to-day business concerns and other opportunities that may have been beneficial to usus, which could adversely affect our business, financial condition and operating results.

We have a substantial amount of indebtedness (approximately $23.8$24.2 billion as of MarchFebruary 12,19, 20252026). See "Item 7. MD&A—Liquidity and Capital Resources" for a tabular presentation of our contractual debt maturities. As a result of our substantial indebtedness:

FromAn Marchincrease 2022in untilinterest recently,rates driven by the Federal Reserve repeatedlywould increase our cost of borrowing. Between March 2022 and August 2023 the Federal Reserve raised the federal funds rate, which adversely impacted the interest rates on our variable rate debtfrom and0.20% refinancingsto of fixed rate debt.5.33%. As of MarchFebruary 12,19, 2025,2026, approximately 9%19% of our outstanding indebtedness consisted of variable interest rates. Such variable interest debt had a weighted average rate of 5.2% as of March 12, 2025, compared to 6.5%, 5.4% and 1.1% as of December 31, 2023, 2022 and 2021, respectively. Recently, the Federal Reserve has started to loosen its monetary policy by lowering the federal funds rate; however, anyAny prolonged period of elevated interest rates or further increases to interest rates on such debt could continue to adversely impact our financial results and our ability to meet our dividend growth targets, strategically deploy our capital or execute our business plan. See "Item 7A. Quantitative and Qualitative Disclosures about Market Risk" for a further discussion of our interest rate risk.

Currently, we have debt instruments in place that limit, in certain circumstances, our ability to incur additional indebtedness, pay dividends, create liens, sell assets, or engage in certain mergers and acquisitions, among other things. In addition, the credit agreement governing our senior unsecured credit facility ("2016 Credit Agreement"), which consists of our senior unsecured term loan A facility and senior unsecured revolving credit facility (collectively, "2016 Credit Facility"), contains financial maintenance covenants. Our ability to comply with these covenants or to satisfy our debt obligations will depend on our future operating performance. If we violate the restrictions in our debt instruments or fail to comply with our financial maintenance covenants, we will be in default under those instruments, which in some cases would cause the maturity of a substantial portion of our long-term indebtedness to be accelerated. In addition, the closing of the Strategic Fiber Transaction could adversely affect our compliance with certain covenants and restrictions. While we would expect to seek to refinance or amend the affected debt instrument in the event of noncompliance, there can be no assurance that we would be able to do so on acceptable terms. Furthermore, if the limits on our ability to pay dividends prevent us from satisfying our REIT distribution requirements, we could fail to remain qualified for taxation as a REIT. If these limits do not jeopardize our qualification for taxation as a REIT but nevertheless prevent us from distributing 100% of our REIT taxable income, we will be subject to federal and state corporate income taxes, and potentially a nondeductible excise tax, on our undistributed taxable income. If our operating subsidiaries were to default on their debt, the trustee could seek to foreclose the collateral securing such debt, in which case we could lose the communications infrastructure and the associated revenues. See "Item 7. MD&A—Liquidity and Capital Resources—Debt Covenants" for a further discussion of our debt covenants.

We have a substantial amount of indebtedness, which, upon final maturity, we will need to refinance or repay. See "Item 7. MD&A—Liquidity and Capital Resources" for a tabular presentation of our contractual debt maturities. There can be no assurances we will be able to refinance our indebtedness (1) on commercially reasonable terms, (2) on terms, including with respect to interest rates, as favorable as our current debt, or (3) at all. As of MarchFebruary 12,19, 2025,2026, approximately 55%60% of our fixed rate debt, with a weighted average interest rate of 3.8%,3.7%, is scheduled to mature over the next five years. If interest rates remain elevated or continue to increase, we may have to (1) refinance our maturing fixed rate debt at interest rates that exceed the current interest rates on such debt or (2) use our variable interest rate debt to repay such fixed rate debt, thereby increasing our exposure to interest rate fluctuations.

Economic conditions and the credit markets have historically experienced, and may continue to experience, periods of volatility, uncertainty, or weakness that could impact (1) the availability or cost of debt financing, including any refinancing of the obligations described above, (2) our ability to draw the full amount of our $7.0 billion senior unsecured revolving credit facility under our 2016 Credit Facility ("2016 Revolver"), that, as of MarchFebruary 12,19, 2025,2026, had $7.0$5.2 billion of undrawn availability, or (3) our ability to issue the full amount of the $2.0 billion commercial paper notes ("Commercial Paper Notes") under our unsecured commercial paper program ("CP Program"), that, as of MarchFebruary 12,19, 2025,2026, had $1.1$1.9 billion outstanding.

Future sales or issuances of common stock or other equity related securities may adversely affect the market price of our common stock, including any shares of our common stock issued to finance capital expenditures, finance strategic initiatives or repay debt. Our business strategy contemplates access to external financing to fund certain discretionary investments, which may include issuances of common stock or other equity related securities. We maintain an "at-the-market" stock offering program ("2024 ATM Program") through which we may, from time to time, issue and sell shares of our common stock having an aggregate gross sales price of up to $750 million to or through sales agents. As of MarchFebruary 12,19, 2025,2026, we had $750 million of gross sales of common stock remaining under our 2024 ATM Program. From time to time, we may refresh or implement a new "at-the-market" stock offering program. See note 1011 to our consolidated financial statements. As of MarchFebruary 12,19, 2025,2026, we had approximately 435436 million shares of common stock outstanding.

During each ofFor the quartersfirst quarter in the year ended 2024,2025, we paid a common stock dividend of $1.565 per share, and for each remaining quarter in 2025, we paid a common stock dividend of $1.0625, totaling approximately $2.7$2.1 billion. We are updating our capital allocation framework to focus more on free cash flow generation and financial flexibility, which we currently expect to result in a reduction to our dividend, beginning with our expected second quarter 2025 dividend. As we grow cash flows thereafter,flows, we expect to increase our dividend per share. Whether dividends are to be declared and the amount and timing thereof remain subject to the discretion of our board of directors. See notesnote 10 and 1711 to our consolidated financial statements.

Under the Code, for taxable years beginning in or after 2018, no more than 20% of the value of the assets of a REIT may be represented by securities of one or more TRSs. This limitation is increased to 25% beginning in 2026. These limitations may affect our ability to make additional investments in non-REIT qualifying operations or assets, or in any operations held through TRSs. The net income of our TRSs is not required to be distributed to us, and income that is not distributed to us generally will not be subject to the REIT income distribution requirement. However, there may be limitations on our ability to accumulate earnings in our TRSs and the accumulation or reinvestment of significant earnings in our TRSs could result in adverse tax treatment. In particular, if the accumulation of cash in our TRSs causes the fair market value of our securities in our TRSs to exceed current or future limitations of the fair market value of our assets at the end of any quarter, then we may fail to remain qualified as a REIT.

To remain qualified and be taxed as a REIT, we are required to satisfy the 90% distribution requirement as described above. We commenced declaring regular quarterly dividends to our common stockholders beginning with the first quarter of 2014. See notesnote 10 and 1711 to our consolidated financial statements. Whether dividends are to be declared and the amount and timing thereof remain subject to the discretion of our board of directors based on then-current and anticipated future conditions, including our earnings, net cash generated by operating activities, capital requirements, financial condition, our relative market capitalization, our existing federal NOLs of approximately $1.5$1.4 billion or other factors deemed relevant by our board of directors.

•Site rental revenues represented 97%95% of our 2024 consolidated2025 net revenues. The vast majority of our site rental revenues is of a recurring nature and has been contracted for in prior years.

•Potential growth resulting from the increasing demand for data ◦We expect existing and potential new tenant demand for our communications infrastructuretowers will result from (1) new technologies, (2) increased usage of mobile entertainment, mobile internet, and machine-to-machine applications, (3) adoption of other emerging and embedded wireless devices (including smartphones, laptops, tablets, wearables and other devices), (4) increasing smartphone penetration, (5) wireless carrier focus on expanding both network quality and capacity, including the use of both towers and small cells, (6) the adoption of other bandwidth-intensive applications (such as cloud services, artificial intelligence and video communications), (7) the availability of additional spectrum and (8) increased government initiatives to support connectivity throughout the U.S.

◦We expect U.S. wireless carriers will continue to focus on improving network quality and expanding capacity (including through 5G initiatives) by utilizing a combination of towers and small cells.. We believe our producttowers offeringsprovide ofan towersefficient and small cells provide a comprehensivecost-effective solution to our wireless tenants' growing communications infrastructure needs.

◦Tenant additions on our existing communications infrastructuretowers are achieved at a low incremental operating cost, delivering high incremental returns.

◦Substantially all of our communications infrastructuretowers can accommodate additional tenancy, either as currently constructed or with appropriate modifications.

•Investing capital efficiently to grow long-term dividends per share ◦We had discretionary capital expenditures of $1.1$149 billionmillion for the year ended December 31, 2024,2025, predominately resultingrelated from the construction of new communications infrastructure andto improvements to existing communications infrastructure in ordertowers to support additional tenants.tenants and purchases of land underneath our towers.

◦Our wireless tenant contracts have initial terms generally between five to 15 years with contractual escalators and multiple renewal periods generally between five to 10 years each, exercisable at the option of the tenant.

◦As of December 31, 2024,2025, our weighted-average remaining term was approximately six years, exclusive of renewals exercisable at the tenants' option, currently representing approximately $35.9$23.7 billion of expected future cash inflows.inflows, exclusive of amounts due under the Master Lease Agreement and underlying agreements with DISH. See "Item 7. MD&A—General Overview—Outlook Highlights" for further discussion.

◦For the year ended December 31, 2024,2025, approximately three-fourths90% of our site rental revenues were derived from T-Mobile, AT&T and Verizon Wireless. See "Item 1A. Risk Factors" and note 1415 to our consolidated financial statements for a further discussion of our largest customers.

◦For the year ended December 31, 2024,2025, approximately 90% of our towers siteAdjusted rentalSite grossRental marginGross Margin and approximately 80% of our towers siteAdjusted rentalSite grossRental marginGross Margin was derived from towers located on land that we own or control for greater than 10 and 20 years, respectively. The aforementioned percentages include towers located on land that is owned, including through fee interests and perpetual easements, which represented approximately 40% of our towers siteAdjusted rentalSite grossRental margin.Gross Margin.

◦For the year ended December 31, 2024,2025, sustaining capital expenditures represented approximatelyless than 1% of net revenues.

•Debt portfolio with long-dated maturities extended over multiple years, with the vast majority of such debt having a fixed rate (see note 78 to our consolidated financial statements and "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our debt) ◦As of December 31, 2024,2025, our outstanding debt had a weighted average interest rate of 3.9% and weighted average maturity of approximately eightsix years (assuming anticipated repayment dates on certain debt).

•During 2024,2025, we refinancedrepaid andin extended the maturities offull certain of our debt (see note 78 to our consolidated financial statements and "Item 7. MD&A—Liquidity and Capital Resources—Financing Activities" for further discussion of our debt transactions)

◦In addition to the positive impact of contractual escalators, we expect to grow our core business of providing access to our communications infrastructuretowers as a result of future anticipated additional demand for our communications infrastructure.demand.

•2023 and 2024 Restructuring PlanPlans

◦InThere Julywere 2023,no werestructuring initiatedcharges in 2025 relating to either the 2023 Restructuring Plan asor partthe of2024 ourRestructuring efforts to reduce costs to better align our operational needs with lower tower activity.Plan. See note 1617 to our consolidated financial statements and "Item 2. MD&A—Results of Operations" for further discussion of the 2023 Restructuring Plan and 2024 Restructuring Plan.

During each of the quartersfirst inquarter of the year ended 2024,2025, we paid a common stock dividend of $1.565 per share and during each of the following three quarters, we paid a common stock dividend of $1.0625 per share, totaling approximately $2.7$2.1 billion. We arehave updatingupdated our capital allocation framework to focus more on free cash flow generation and financial flexibility, which weprimarily currentlydrove expectour decision to resultreduce our dividend in a reduction to our dividend, beginning with our expectedthe second quarter 2025of dividend.2025. As we grow cash flows thereafter,flows, we expect to increase our dividend per share. Whether dividends are to be declared and the amount and timing thereof remain subject to the discretion of our board of directors. See notesnote 10 and 1711 to our consolidated financial statements.

•We expect a year over year reduction in site rental revenues in our Towers segment related to (1) higher Towers non-renewals in 2025, which are expected to reduce site rental revenues by approximately $200$220 million as a result offrom the T-Mobileaforementioned US,DISH Inc. and Sprint network consolidationtermination, and (2) a decline in long-term deferred revenue amortization.

◦We expect to realize approximately $100$65 million annualized run-rate laborsavings andin facilitiesoperating cost savings,costs, of which approximately $65$55 million waswill be realized in 2024.2026 due to timing. The remaining savings of approximately $35$10 million are expected towill be realized in 2025,2027. withWe expect to incur aggregate restructuring charges of approximately $30 million expectedin 2026 as a result of the 2026 Restructuring Plan, most of which we expect to incur in selling,the generalfirst and administrativesecond and $5 million in site rental costsquarters of operations.2026. See "Item 1A. Risk Factors" for a discussion of risks related to our restructuring activities.

•Notwithstanding the plan to sell our Fiber Business, we expect to continue to invest a significant amount of our available capital in the form of discretionary capital expenditures in the Fiber Business until the closing of the Strategic Fiber Transaction.

The following discussion of our results of operations for 20242025 compared to 20232024 should be read in conjunction with "Item 1. Business," "Item 7. MD&A—Liquidity and Capital Resources" and our consolidated financial statements. For a discussion of our results of operations and financial condition for 20232024 compared to 20222023 that is not included in this 20242025 Form 10-K, see "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2023,2024, which was filed with the SEC on FebruaryMarch 23,14, 2024.2025.

The following discussion of our results of operations is based on our consolidated financial statements prepared in accordance with GAAP, which requires us to make estimates and judgments that affect the reported amounts (see "Item 7. MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates" and note 2 to our consolidated financial statements). See "Item 7. MD&A—Accounting and Reporting Matters—Non-GAAP and Segment Financial Measures" for a discussion of our use of (1) segment operating profit (loss), including its definition, (2) Segment Adjusted Site Rental Gross Margin and (32) Segment Adjusted Services and Other Gross Margin, including their respective definitions and reconciliations to segment operating profit (loss) and (43) Adjusted EBITDA, including its definition and a reconciliation to net income (loss).

(a)See reconciliations of these non-GAAP financial measures to segmentnet operating profitincome (loss) and definitions included in "Item 7. MD&A—Accounting and Reporting Matters—Non-GAAP.

(In millions of dollars; components may not sum to totals due to rounding) (a)Represents site rental revenues growth from tenant additions across our entire portfolio and renewals or extensions of tenant contracts, exclusive of the impacts from both straight-line accounting and amortization of prepaid rent in accordance with GAAP and change in payments for Sprint Cancellations.GAAP.

(b)Includes $9$204 million of non-renewals associated with the T-Mobile and Sprint Cancellations.network consolidation.

Towers siteSite rental revenues and Towers Adjusted Site Rental Gross Margin for 20242025 were $4.3$4.0 billion and $3.3$3.1 billion, respectively, compared to $4.3 billion and $3.4$3.3 billion, respectively, fromfor 2023.2024. The decrease of $47$219 million and $63$231 million in Towers site rental revenue and Towers Adjusted Site Rental Gross Margin, respectively, was primarily due to higher non-renewals of $204 million as a result of the T-Mobile and Sprint network consolidation, as well as a decrease in prepaid rent amortization,amortization of $61 million, as new leasing activity and contractual cash escalators were substantially offset by a decline in the associated straight-line accounting adjustment.

Towers Adjusted Services and Other Gross Margin was $91$107 million for 20242025 and decreasedincreased by $36$16 million from $127$91 million from 2023,2024, which is a reflection of (1) the lower volume of activity from carriers' network enhancements, (2) the volume and mix of services and other work and (3) the discontinuation of installation services as a Towers product offering.offerings. Our services and other offerings are of a variable nature as these revenues are not under long-term tenant contracts. See note 16 to our consolidated financial statements for a discussion of the 2023 Restructuring Plan, which included discontinuing installation services as a Towers product offering.

On May 1, 2026, we completed the previously announced sale of our Fiber Business. As a result of the completion of this transaction, the risks described under "Risks Relating to Our Pending Sale of the Fiber Business" in our 2025 Form 10-K are no longer applicable. Additionally, the risk factor titled "Our Fiber business model contains certain differences from our Towers business model, resulting in different operational risks. If we do not successfully operate our Fiber business model or identify or manage the related operational risks through the closing of the Strategic Fiber Transaction, such operations may produce results that are lower than anticipated." under "Risks Relating to Our Business and Industry" is also no longer applicable.

On March 13, 2025, management signed a definitive agreement ("Strategic Fiber Agreement") to sell our small cells and fiber solutions businesses, together with certain supporting assets and personnel ("Fiber Business"), with Zayo Group Holdings Inc. ("Zayo") acquiring the fiber solutions business and EQT Active Core Infrastructure fund ("EQT") acquiring the small cells business ("Strategic Fiber Transaction"). The Strategic Fiber Transaction was completed on May 1, 2026. The CompanyWe received aggregate net cash proceeds of $8.4 billion, representing the gross contractual purchase price of $8.5 billion less the net impact of preliminary purchase price adjustments of $124 million, which are subject to a post-closing settlement process. See note 143 to our condensed consolidated financial statements for a further discussion of the completion of the Strategic Fiber Transaction.discussion.

As the Strategic Fiber Transaction represents a material strategic shift for the Company,shift, the Fiber Business' results and net assets are presented herein as discontinued operations for all periods presented.presented until the completion on May 1, 2026. Related to the classification of the Fiber Business as "held for salesale,", during the Companythree and six months ended June 30, 2026, we recognized a loss from disposal of discontinued operations of $345$280 million and $830$625 million, inclusiverespectively, which primarily reflected additional investment in the Fiber Business until the closing date and the impact of estimatedpreliminary transactionpurchase fees,price foradjustments, which are subject to a post-closing settlement process. During the three and six months ended MarchJune 31,30, 20262025, we recognized a loss from disposal of discontinued operations of $252 million and 2025,$1,082 million, respectively. Through the completion of the Strategic Fiber Transaction on May 1, 2026, we continued to operate the Fiber Business in accordance with the Strategic Fiber Agreement.

Following the classification of the Fiber Business as discontinued operations, thewe Company hashave one reportable segment that constitutes consolidated results consisting of itsour towers operations. Unless otherwise noted, all activities and amounts reported below relate to theour continuing operations of the Company and exclude activities and amounts related to discontinued operations. See notes 3 and 11 to our condensed consolidated financial statements for a discussion of discontinued operations and our operating segment.

As a leading provider of towers in the U.S., our strategy is to create long-term stockholder value via a combination of (1) growing cash flows generated from our existing portfolio of towers, (2) returning a meaningful portion of our cash generated by operating activities to our common stockholders in the form of dividends and share repurchases and (3) investing capital efficiently to grow cash flows and long-term dividends per share. Our strategy is based, in part, on our belief that the U.S. is the most attractive market for tower investment with the greatest long-term growth potential. We measure our efforts to create "long-term stockholder value" by the combined payments of dividends to stockholders and growth in our per-share results. The key elements of our strategy are to:

•Investing capital efficiently to grow cash flows (see also "Item 2. MD&A—General Overview—Strategy") ◦We had discretionary capital expenditures of $50$102 million for the threesix months ended MarchJune 31,30, 2026. The capital expenditures predominately related to improvements to existing towers to support additional tenants and purchases of land underneath our towers.

◦We expect to continue to construct and acquire new towers that we anticipate will generate future cash flow growth and attractive long-term returns by adding tenants to those assets over time ◦We expect to continue to acquire land interests relating to land under our towers.time.

◦As of MarchJune 31,30, 2026, our weighted-average remaining term was approximately five years, exclusive of renewals exercisable at the tenants' option, currently representing approximately $23.2$22.1 billion of expected future cash inflows, exclusive of amounts due under the Master Lease Agreement and underlying agreements with DISH Wireless L.L.C ("DISH"). See "Item 2. MD&A-General Overview-Outlook Highlights" for further discussion.

◦For the threesix months ended MarchJune 31,30, 2026, approximately 93% of our site rental revenues were derived from T-Mobile, AT&T and Verizon Wireless.

◦For the threesix months ended MarchJune 31,30, 2026, approximately 90% of our towers Adjusted Site Rental Gross Margin and approximately 80% of our towers Adjusted Site Rental Gross Margin was derived from towers located on land that we own or control for greater than 10 and 20 years, respectively. The aforementioned percentages include towers located on land that is owned, including through fee interests and perpetual easements, which represented approximately 45% of our towers Adjusted Site Rental Gross Margin.

◦For the threesix months ended MarchJune 31,30, 2026, sustaining capital expenditures represented less than 1% of net revenues.

•Debt portfolio with long-dated maturities extended over multiple years, with the vast majority of suchall debt having a fixed rate as of June 30, 2026 (see note 5 to our condensed consolidated financial statements and "Item 3. Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our debt) ◦As of MarchJune 31,30, 2026, our outstanding debt had a weighted-average interest rate of 3.9%3.7% and weighted-average maturity of approximately sixseven years (assuming the anticipated repayment date in July 2028 on the $750 million aggregate principal amount of 4.241% senior secured tower revenue notes ("Tower Revenue Notes, Series 2018-2").

◦As of MarchJune 31,30, 2026, 79%100% of our debt had fixed rate coupons.

◦Subsequent to March 31, 2026, we used a portion of the cash proceeds received from the completion of the Strategic Fiber Transaction onOn May 1, 20262026, to repay outstanding indebtedness, including all amounts outstanding under the 2016 Revolver and 2016 Term Loan A (collectively, the "2016 Credit Facility") and anticipate using a portion of the proceeds to repay all Commercial Paper Notes outstanding as they mature throughout the second quarter of 2026. In addition, the Companywe entered into a new senior unsecured revolving credit facility with total commitments of $4.5 billion ("2026 Credit Facility"), which replaced the 2016 Credit Facility. See note 145 to our condensed consolidated financial statements.

◦Net cash provided by operating activities was $509$1,040 million for the threesix months ended MarchJune 31,30, 2026.

•Returning cash flows provided by operations to stockholders in the form of dividends and share repurchases ◦During the first quarterhalf of 2026, we paid a cumulative common stock dividend of $1.0625$2.125 per share, totaling approximately $473$932 million.

◦On February 4, 2026, we initiated a restructuring plan ("2026 Restructuring Plan") as part of our efforts to enhance the efficiency and effectiveness of our tower business by reducing our headcount in continuing operations. We recorded approximately $14 million in charges for the threesix months ended MarchJune 31,30, 2026, relating to the employee headcount reduction, including severance and other one-time termination benefits. The actions associated with the 2026 Restructuring Plan and related charges are expected to be substantially completed and recorded by December 31, 2026. The payments are expected to be completed for the employee headcount reduction in 2027. See note 13 to our condensed consolidated financial statements and "Item 2. MD&A—Results of Operations" for further discussion of the 2026 Restructuring Plan.

•Following the completion of the Strategic Fiber Transaction on May 1, 2026, we used a portion of the proceeds received from the sale to repay approximately $7.2 billion of outstanding indebtedness, including all amounts outstandingthen-outstanding under our 2016 Credit Facility.Facility Weand alsoCommercial anticipatePaper usingProgram, approximately $1.8 billionrepayment of the proceeds3.700% toand repay1.050% outstandingsenior Commercialnotes Paperat Notesmaturity asin theyJune mature2026 duringand theJuly second2026, quarterrespectively, and open market debt repurchases of 2026.various We expect to use the remaining proceeds from the Strategic Fiber Transaction for approximately $1.0 billionseries of shareunsecured repurchasessenior under the 2026 Stock Repurchase Program, as defined below, and an additional approximately $2.1 billion of repayments of indebtedness in 2026, subject to market conditions.notes. As a result of the completed and anticipated repayments of indebtedness, our 2026 interest expense is expected to decrease compared to 2025.

The Fiber Business iswas predominately comprised of the assets that we previously reported under the historic Fiber segment. Following the classification of the Fiber Business as discontinued operations, we have one reportable segment that constitutes consolidated results consisting of our towers operations. Following the execution of the Strategic Fiber Agreement, the Fiber Business is treated as discontinued operations for all periods presented, because the anticipated disposal represents a strategic shift that will have a material impact on our operating results. As such, the results for all periods presented reflect the Fiber Business as discontinued operations.operations until the closing of the Strategic Fiber Transaction on May 1, 2026. See note 11 to our condensed consolidated financial statements for further discussion of our operating segment.

Highlights of our results of operations for the three months ended MarchJune 31,30, 2026 and 2025 are depicted below.

Site rental revenues decreased $50$41 million, or 5%,4%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. This decrease was predominately comprised of the factors depicted in the chart below:

(b)Includes $49 million of non-renewals associated with DISH Terminations and $5 million of non-renewals relatedassociated towith the Sprint Cancellations.Cancellations (as defined below).

Site rental revenues and Adjusted Site Rental Gross Margin for the firstsecond quarter of 2026 were $1.0$967 billionmillion and $725$723 million, respectively, compared to $1.0 billion and $776$762 million, respectively, in the same period in the prior year. The decrease of $50$41 million and $51$39 million in site rental revenue and Adjusted Site Rental Gross Margin, respectively, was primarily due to non-renewals associated with the DISH Terminations and non-renewals associated with the previously disclosed T-Mobile and Sprint Cancellations,network consolidation ("Sprint Cancellations"), as new leasing activity and contractual cash escalators were substantiallypartially offset by a decline in the associated straight-line accounting adjustment and a decrease in prepaid rent amortization.

Adjusted Services and Other Gross Margin was $24$23 million for the firstsecond quarter of 2026 and increaseddecreased by $2$3 million from $22$26 million during the same period in the prior year, which is predominately a reflection of the volume of activity from carriers' network enhancements and the volume and mix of services and other offerings. Our services and other offerings are of a variable nature as these revenues are not under long-term tenant contracts.

Selling, general and administrative expenses for the firstsecond quarter of 2026 were $90$97 million and decreased by $3$2 million, or 3%,2%, from $93$99 million during the same period in the prior year, primarily related to a decrease in certain employee-related costs following the 2026 Restructuring Plan.

Depreciation, amortization and accretion was $172$171 million for firstsecond quarter of 2026 and decreased by $5$4 million, or 3%,2%, from the same period in the prior year. This decrease predominately resulted from certain fixed assets becoming fully depreciated.

Interest expense and amortization of deferred financing costs, net were $242$208 million for the firstsecond quarter of 2026 and increaseddecreased by $6$35 million, or 3%,14%, from $236$243 million during the same period in the prior year. The increasedecrease predominatelywas resultedprimarily fromdriven anby increase in ourlower outstanding indebtedness due tofollowing the financinguse of oura discretionaryportion capitalof expenditures,the proceeds from the completion of the Strategic Fiber Transaction, including thoserepayments presentedof withinall discontinuedthen-outstanding operations.indebtedness under our 2016 Credit Facility and Commercial Paper Program, repayment of the 3.700% senior unsecured notes at maturity in June 2026, and open market debt repurchases of certain senior unsecured notes. See note 5 to our condensed consolidated financial statements for a further discussion of our debt and "Item 3. Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our interest rate exposure.

NetInterest income (loss) was $151$18 million for the firstsecond quarter of 2026 compared to $(464)$4 million duringin the firstsecond quarter of 2025. TheInterest increaseincome wasincreased primarily due to thesale income (loss) from discontinued operations, net of tax,proceeds being partiallyinvested offsetin incomeinterest-bearing (loss)accounts fromprior continuingto operations, both of which are discussed above.usage.

Adjusted EBITDA decreased by $47$30 million, or 7%,4%, from the firstsecond quarter of 2025 to the firstsecond quarter of 2026, reflecting the aforementioned decrease in Adjusted Site Rental Gross Margin.