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Form 8-K

sec.gov

8-K — SBA COMMUNICATIONS CORP

Accession: 0001193125-26-330639

Filed: 2026-08-03

Period: 2026-08-03

CIK: 0001034054

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — d154311d8k.htm (Primary)

EX-99.1 (d154311dex991.htm)

GRAPHIC (g154311g0803155551476.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d154311d8k.htm · Sequence: 1

8-K

SBA COMMUNICATIONS CORP false 0001034054 0001034054 2026-08-03 2026-08-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) August 3, 2026

SBA Communications Corporation

(Exact Name of Registrant as Specified in its Charter)

Florida

001-16853

65-0716501

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

8051 Congress Avenue

Boca Raton, FL

33487

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (561) 995-7670

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, $0.01 par value per share

SBAC

The NASDAQ Stock Market LLC

(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

On August 3, 2026, SBA Communications Corporation issued a press release announcing its financial and operational results for the second quarter ended June 30, 2026, updating its full year 2026 guidance, and announcing its quarterly dividend. A copy of the press release is furnished as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

As described in Item 2.02 of this Current Report on Form 8-K, the following exhibits are furnished as part of this Current Report.

Exhibit

No.

Description

99.1

Press release issued by SBA Communications Corporation on August 3, 2026.

104

Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SBA COMMUNICATIONS CORPORATION

By:

/s/ Marc Montagner

Marc Montagner

Executive Vice President and Chief Financial Officer

Date: August 3, 2026

EX-99.1

EX-99.1

Filename: d154311dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

SBA Communications Corporation Reports Second Quarter 2026 Results;

Updates Full Year 2026 Outlook; and Declares Quarterly Cash Dividend

Boca Raton, Florida, August 3, 2026 (BUSINESS NEWSWIRE) — SBA Communications Corporation (Nasdaq: SBAC) (“SBA” or the

“Company”) today reported results for the quarter ended June 30, 2026.

Highlights of the second quarter include:

Net income attributable to SBA of $198.8 million or $1.87 per share

Industry-leading AFFO per share of $3.05

Issued inaugural $3.5 billion investment grade senior notes and entered into a new expanded

$2.5 billion senior unsecured revolving credit facility subsequent to quarter end

Ratings upgrade from S&P to BBB

In addition, the Company announced today that its Board of Directors has declared a quarterly cash dividend of $1.25 per share of the Company’s

Class A Common Stock. The distribution is payable September 17, 2026 to the shareholders of record at the close of business on August 20, 2026.

“We had another solid quarter, with financial and operating results in line with our expectations,” commented Brendan Cavanagh, President and

Chief Executive Officer. “Carrier activity remained steady, with our customers both upgrading sites and expanding their networks through new colocations. With Auction 115 around the corner, we’re excited about future network deployments

and partnering with our customers to cement the U.S. as a leader in wireless connectivity and 6G. In the second quarter, we saw increased new tower construction as we ramped up efforts in Central America building sites for Millicom and others. We

expect to continue seeing this production grow steadily throughout the year. Our balance sheet got even stronger as we completed our first investment grade bond offering, issuing $3.5 billion of senior unsecured notes, meaningfully reducing the

amount of secured debt and laying a solid foundation for future financings. We also replaced our prior secured revolving credit facility with a new $2.5 billion unsecured revolving credit facility. With our enhanced liquidity and investment

grade balance sheet, we expect to continue growing our dividend at the highest growth rate in the industry while investing in our portfolio and incremental shareholder returns through stock repurchases. We ended the quarter with net debt to Adjusted

EBITDA of 6.4x, in the middle of our target range of 6.0x to 7.0x, leaving us plenty of capacity to do both.”

1

Operating Results

The table below details select financial results for the three months ended June 30, 2026 and comparisons to the prior year period.

Q2 2026

Q2 2025

$ Change

% Change

% Change

excluding

FX (1)

Consolidated

($ in millions, except per share amounts)

Site leasing revenue

$

663.9

$

631.8

$

32.1

5.1

%

3.0

%

Site development revenue

51.4

67.2

(15.8

)

(23.5

%)

(23.5

%)

Site leasing segment operating profit

(2)

529.8

513.2

16.6

3.2

%

1.5

%

Tower cash flow (1)

524.9

511.2

13.7

2.7

%

0.9

%

Net cash interest expense

122.1

111.5

10.6

9.5

%

9.8

%

Net income (3)

196.5

225.7

(29.2

)

(12.9

%)

(5.2

%)

Earnings per share — diluted

1.87

2.09

(0.22

)

(10.7

%)

(3.9

%)

Adjusted EBITDA (1)

483.8

475.5

8.3

1.8

%

0.0

%

AFFO (1)

324.4

342.1

(17.7

)

(5.2

%)

(7.5

%)

AFFO per share (1)

3.05

3.17

(0.12

)

(3.8

%)

(6.0

%)

(1)

See the reconciliations and other disclosures under “Non-GAAP Financial Measures” later in this

press release.

(2)

Site leasing contributed 98.2% and 97.4% of the Company’s total operating profit in the second quarter of

2026 and 2025, respectively.

(3)

Net income includes an $8.0 million gain and $30.4 million gain, net of taxes, on the

currency-related remeasurement of intercompany loans with foreign subsidiaries which are denominated in a currency other than the subsidiaries’ functional currencies for the second quarter of 2026 and 2025, respectively.

The table below details select financial results by segment for the three months ended June 30, 2026 and comparisons to the prior year period.

% Change

excluding

Q2 2026

Q2 2025

$ Change

% Change

FX

($ in millions)

Domestic site leasing revenue

$

452.5

$

469.8

$

(17.3

)

(3.7

%)

(3.7

%)

Domestic cash site leasing revenue

(1)

450.2

467.4

(17.2

)

(3.7

%)

(3.7

%)

Domestic site leasing segment operating profit

381.0

400.4

(19.4

)

(4.8

%)

(4.8

%)

Domestic site leasing tower cash flow

(1)

377.5

396.1

(18.6

)

(4.7

%)

(4.7

%)

Int’l site leasing revenue

211.4

162.0

49.4

30.5

%

22.4

%

Int’l cash site leasing revenue

(1)

210.4

163.7

46.7

28.5

%

20.3

%

Int’l site leasing segment operating profit

148.8

112.8

36.0

31.9

%

24.0

%

Int’l site leasing tower cash flow

(1)

147.4

115.1

32.3

28.0

%

20.1

%

(1)

See the reconciliations and other disclosures under “Non-GAAP

Financial Measures” later in this press release.

2

The table below details key margins for the three months ended June 30, 2026 and comparisons to the

prior year period.

Q2 2026

Q2 2025

Tower Cash Flow Margin (1)

79.5

%

81.0

%

Adjusted EBITDA Margin (1)

68.0

%

68.1

%

(1)

See the reconciliations and other disclosures under “Non-GAAP

Financial Measures” later in this press release.

Investing Activities

During the second quarter of 2026, SBA acquired 6 communication sites for total cash consideration of $10.5 million. SBA also built 109 towers during the

second quarter of 2026. As of June 30, 2026, SBA owned or operated 46,390 communication sites, 17,362 of which are located in the United States and its territories and 29,028 of which are located internationally. In addition, the Company spent

$17.2 million to purchase land and easements and to extend lease terms. Total cash capital expenditures for the second quarter of 2026 were $91.2 million, consisting of $15.8 million of

non-discretionary cash capital expenditures (tower maintenance and general corporate) and $75.4 million of discretionary cash capital expenditures (new tower builds, tower augmentations, acquisitions, and

purchasing land and easements).

As of the date of this press release, the Company, subsequent to quarter end, purchased or is under contract to purchase

58 communication sites for an aggregate consideration of $28.8 million in cash, which it expects to close by the end of the fourth quarter of 2026.

Financing Activities and Liquidity

SBA ended the second

quarter of 2026 with $12.8 billion of total debt, $9.8 billion of total secured debt, $0.4 billion of cash and cash equivalents, short-term restricted cash, and short-term investments, and $12.4 billion of Net Debt. SBA’s

Net Debt and Net Secured Debt to Annualized Adjusted EBITDA Leverage Ratios were 6.4x and 4.9x, respectively.

On July 23, 2026, the Company, issued

$1.35 billion of 4.875% unsecured senior notes due January 15, 2030, $1.35 billion of 5.150% unsecured senior notes due July 15, 2031, and $0.8 billion of 5.450% unsecured senior notes due July 15, 2033. The 2026 Senior

Notes have a blended interest rate of 5.113% and a weighted average maturity of 4.9 years. Net proceeds from this offering were used to repay the aggregate principal amount outstanding on the Revolving Credit Facility ($1.0 billion), the 2024 Term

Loan ($2.2 billion), and for general corporate purposes. In connection with the repayment, the Company terminated its existing Senior Credit Agreement and entered into a New Senior Credit Agreement providing for an expanded $2.5 billion senior

unsecured revolving credit facility (the “2026 Revolving Credit Facility”).

The 2026 Revolving Credit Facility has a maturity date of

July 23, 2031. Amounts borrowed under the 2026 Revolving Credit Facility accrue interest, at the Company’s election, at either (1) Term SOFR plus a margin that ranges from 75.0 basis points to 137.5 basis points or (2) the Base

Rate plus a margin that ranges from 0.0 basis points to 37.5 basis points, in each case based on the Company’s credit ratings. In addition, the Company is required to pay a commitment fee of between 0.08% to 0.20% per annum on the amount of

unused commitments based on the Company’s credit ratings.

Based on the Company’s current credit ratings, borrowings under the 2026 Revolving

Credit Facility accrue interest at Term SOFR plus 100.0 basis points and the Company is required to pay a commitment fee of 0.11% per annum on the amount of unused commitments.

3

As of the date of this press release, the Company had no amounts outstanding under the 2026 Revolving Credit

Facility.

As of the date of this press release, the Company had $1.1 billion of authorization remaining under its stock repurchase plan.

In the second quarter of 2026, the Company declared and paid a cash dividend of $132.7 million.

Outlook

The Company is updating its full year 2026

Outlook for anticipated results. The 2026 Outlook provided is based on a number of assumptions that the Company believes are reasonable at the time of this press release. Information regarding potential risks that could cause the actual results to

differ from these forward-looking statements is set forth below and in the Company’s filings with the Securities and Exchange Commission.

The

Company’s full year 2026 Outlook assumes the acquisitions of only those communication sites under contract which are expected to close in 2026 at the time of this press release. The Company may spend additional capital in 2026 on acquiring

revenue producing assets not yet identified or under contract, the impact of which is not reflected in the 2026 Outlook. The 2026 Outlook also does not contemplate any additional repurchases of the Company’s stock or additional debt financings

during the remainder of 2026 (other than the refinancing of the 2021-1C Tower Securities as discussed below), although the Company may ultimately spend capital to repurchase stock or issue new debt during the

remainder of the year.

The Company’s 2026 Outlook assumes an average foreign currency exchange rate of 5.10 Brazilian Reais to 1.0

U.S. Dollar, 2,560 Tanzanian Shillings to 1.0 U.S. Dollar, and 16.40 South African Rand to 1.0 U.S. Dollar throughout the last two quarters of 2026.

Change from

Change from

April 29, 2026

April 29, 2026

Outlook

(in millions, except per share amounts)

Full Year 2026

Outlook (7)

Excluding FX (7)

Site leasing revenue

$

2,651.0

to

$

2,676.0

$

2.0

$

3.0

Site development revenue

$

190.0

to

$

210.0

$

$

Total revenues

$

2,841.0

to

$

2,886.0

$

2.0

$

3.0

Tower Cash Flow (1)

$

2,091.0

to

$

2,111.0

$

(1.0

)

$

Adjusted EBITDA (1)

$

1,920.0

to

$

1,940.0

$

(1.0

)

$

Net cash interest expense (2)(3)

$

490.0

to

$

498.0

$

(2.0

)

$

(2.0

)

Non-discretionary cash capital expenditures (4)

$

65.0

to

$

75.0

$

(2.0

)

$

(2.0

)

AFFO (1)

$

1,270.0

to

$

1,318.0

$

1.0

$

2.0

AFFO per share (1) (5)

$

11.95

to

$

12.40

$

0.02

$

0.03

Discretionary cash capital expenditures

(6)

$

455.0

to

$

475.0

$

25.0

$

25.0

(1)

See the reconciliation of this non-GAAP financial measure presented

below under “Non-GAAP Financial Measures.”

(2)

Net cash interest expense is defined as interest expense less interest income. Net cash interest expense does

not include amortization of deferred financing fees or non-cash interest expense.

(3)

For purposes of the Outlook, the Company has assumed that the $1,165.0 million 2021-1C Tower Securities (which have an anticipated repayment date of November 9, 2026) would be refinanced prior to the fourth quarter at a fixed rate of 5.25%; however, the Company does not currently have any

specific refinancing plans and the actual date and rate of any refinancing is subject to market conditions.

(4)

Consists of tower maintenance and general corporate capital expenditures.

4

(5)

Outlook for AFFO per share is calculated by dividing the Company’s outlook for AFFO by an assumed

weighted average number of diluted common shares of 106.3 million. Outlook does not include the impact of any potential future repurchases of the Company’s stock during 2026.

(6)

Consists of new tower builds, tower augmentations, communication site acquisitions and ground lease purchases.

Does not include easements or payments to extend lease terms and expenditures for acquisitions of revenue producing assets not under contract at the date of this press release.

(7)

Changes from prior outlook are measured based on the midpoint of outlook ranges provided.

Bridge of 2025 Total Site Leasing Revenue to 2026 Outlook

The table below presents a bridge of the Company’s 2025 Site Leasing Revenue to the Company’s 2026 Outlook for 2026 Site Leasing Revenue by

reportable segment.

(in millions)

Consolidated

Domestic

International

2025 Total Site Leasing Revenue

$

2,571

$

1,866

$

705

(+) New Leases and Amendments

52

to

58

33

to

37

19

to

21

(+) Escalations

71

to

74

51

to

52

20

to

22

(-) Sprint Consolidation Churn

(56

)

to

(55

)

(56

)

to

(55

)

to

(-) EchoStar Churn

(56

)

to

(56

)

(56

)

to

(56

)

to

(-) Regular Churn

(64

)

to

(57

)

(24

)

to

(21

)

(40

)

to

(36

)

(+) Non-Organic Revenue (1)

86

to

86

4

to

4

82

to

82

(+ / -) Straight-line Revenue

5

to

10

2

to

5

3

to

5

(+ / -) FX

39

to

39

to

39

to

39

(+ / -) Other (2)

3

to

6

(7

)

to

(5

)

10

to

11

2026 Total Site Leasing Revenue

$

2,651

to

$

2,676

$

1,813

to

$

1,827

$

838

to

$

849

(1)

Includes contributions from acquisitions and new infrastructure builds.

(2)

Includes pass-through reimbursable expenses, amortization of capital contributions for tower augmentations,

managed and non-macro business and other miscellaneous items.

Conference Call Information

SBA Communications Corporation will host a conference call on Monday, August 3, 2026 at 5:00 PM (EDT) to discuss the quarterly results. The call

may be accessed as follows:

When:

Monday, August 3, 2026 at 5:00 PM (EDT)

Dial-in Number:

(202) 735-3323

Access Code:

5982682

Conference Name:

SBA Second quarter 2026 results

Replay Available:

August 4, 2026 at 12:01 AM to September 2, 2026 at 12:00 AM (TZ: Eastern)

Replay Number:

(855) 921-4483

Internet Access:

www.sbasite.com

Information Concerning Forward-Looking Statements

This press release and the Company’s earnings call include forward-looking statements, including statements regarding the Company’s expectations or

beliefs regarding (i) its outlook for financial and operational performance in 2026, the assumptions it made and the drivers contributing to its full year 2026 Outlook, (ii) the drivers of growth for wireless antennae in the U.S. and in

each of our international markets, the ability of the Company to capitalize on such growth and the impact on the Company’s future financial and operational outlook, (iii) the ability to execute

5

its growth strategies and the impacts to its financial performance, (iv) the timing of closing for currently pending acquisitions, (v) tower portfolio growth and its long-term growth

potential, including the drivers of its organic growth, (vi) its capital allocation policy, including the use of capital for portfolio growth, share repurchases, and dividends, (vii) the strength of its balance sheet and ability to

generate significant free cash flow, (viii) its customers’ ongoing network investments and new spectrum and future auctions, (ix) domestic and international churn in 2026 and future years, (x) growth in tower construction,

(xi) its ability to become a leader in U.S. wireless connectivity and 6G, (xii) its leading position in Central America, and (xiii) backlogs and carrier activity for the remainder of 2026.

The Company wishes to caution readers that these forward-looking statements may be affected by the risks and uncertainties in the Company’s business as

well as other important factors that may have affected and could in the future affect the Company’s actual results and could cause the Company’s actual results for subsequent periods to differ materially from those expressed in any

forward-looking statement made by or on behalf of the Company. With respect to the Company’s expectations regarding all of these statements, including its financial and operational guidance, such risk factors include, but are not limited to:

(1) the impact of macro-economic conditions, including high interest rates, unemployment rates, tariffs, inflation, consumer confidence and financial market volatility on (a) the ability and willingness of wireless service providers to

maintain or increase their capital expenditures, (b) the Company’s business and results of operations, and on foreign currency exchange rates and (c) consumer discretionary income and demand for wireless services, (2) the

Company’s ability to recognize anticipated revenues, tower cash flows and other anticipated benefits from its acquisitions, (3) the economic climate for the wireless communications industry in general and the wireless communications

infrastructure providers in the United States and in the Company’s other international markets; (4) the Company’s ability to accurately identify and manage any risks associated with its acquired sites, to effectively integrate such

sites into its business and to achieve the anticipated financial results; (5) the Company’s ability to secure and retain as many site leasing tenants as planned at anticipated lease rates; (6) the Company’s ability to manage

expenses and cash capital expenditures at anticipated levels; (7) the impact of continued consolidation among wireless service providers in the U.S. and internationally, on the Company’s leasing revenue, including churn; (8) the

Company’s ability to successfully manage the risks associated with international operations, including risks associated with foreign currency exchange rates; (9) the Company’s ability to secure and deliver anticipated services

business at contemplated margins; (10) the Company’s ability to acquire land underneath towers on terms that are accretive; (11) the Company’s ability to obtain future financing at commercially reasonable rates or at all;

(12) the Company’s ability to achieve the new builds targets included in its anticipated annual portfolio growth goals, which will depend, among other things, on obtaining zoning and regulatory approvals, availability and cost of labor

and supplies, and other factors beyond the Company’s control that could affect the Company’s ability to build additional towers in 2026; (13) whether technology upgrades, spectrum auctions, consumer demand for fixed wireless and other

developments will drive demand in the US and in the Company’s other international markets for wireless services, wireless antennas and towers as anticipated; (14) the ability of our customers to perform under their financial and

contractual obligations; and (15) the Company’s ability to meet its total portfolio growth, which will depend, in addition to the new build risks, on the Company’s ability to identify and acquire sites at prices and upon terms that

will provide accretive portfolio growth, competition from third parties for such acquisitions and our ability to negotiate the terms of, and acquire, these potential tower portfolios on terms that meet our internal return criteria.

With respect to its expectations regarding the ability to close, and realize the benefits of, pending acquisitions, these factors also include each party

satisfactorily completing due diligence, the ability to receive required regulatory approval, the ability and willingness of each party to fulfill their respective closing conditions and their contractual obligations and, with respect to the

Company’s acquisitions, the amount and quality of due diligence that the Company is able to complete prior to closing of any acquisition and the availability of cash on hand or borrowing capacity under the Revolving Credit Facility to fund the

consideration, its ability to accurately anticipate the future performance of the acquired towers and any challenges or costs associated with the integration of such towers. With respect to the repurchases under the Company’s stock repurchase

program, the amount of shares repurchased, if any, and the timing of such repurchases will depend on, among other things, the trading price of the Company’s common stock, which may be positively or negatively impacted by the repurchase

program, market and business

6

conditions, the availability of stock, the Company’s financial performance or determinations following the date of this announcement in order to use the Company’s funds for other

purposes. Furthermore, the Company’s forward-looking statements and its 2026 outlook assumes that the Company continues to qualify for treatment as a REIT for U.S. federal income tax purposes and that the Company’s business is currently

operated in a manner that complies with the REIT rules and that it will be able to continue to comply with and conduct its business in accordance with such rules. In addition, these forward-looking statements and the information in this press

release is qualified in its entirety by cautionary statements and risk factor disclosures contained in the Company’s Securities and Exchange Commission filings, including the Company’s most recently filed Annual Report on Form 10-K.

This press release contains non-GAAP financial measures. Reconciliation

of each of these non-GAAP financial measures and the other Regulation G information is presented below under “Non-GAAP Financial Measures.”

This press release will be available on our website at www.sbasite.com.

About SBA Communications Corporation

SBA Communications

Corporation is a leading independent owner and operator of wireless communications infrastructure including towers, buildings, rooftops, distributed antenna systems (DAS) and small cells. With a portfolio of more than 46,000 communications sites

throughout the Americas and in Africa, SBA is listed on NASDAQ under the symbol SBAC. Our organization is part of the S&P 500 and one of the top Real Estate Investment Trusts (REITs) by market capitalization. For more information, please visit:

www.sbasite.com.

Contacts

Louis Friend, CFA

VP, Finance & Capital Markets

561-322-7850

Maria Alexandra Velez

VP, Corporate Affairs

561-981-7352

7

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited) (in thousands, except per share amounts)

For the three months

For the six months

ended June 30,

ended June 30,

2026

2025

2026

2025

Revenues:

Site leasing

$

663,885

$

631,788

$

1,320,034

$

1,247,997

Site development

51,389

67,193

98,678

115,232

Total revenues

715,274

698,981

1,418,712

1,363,229

Operating expenses:

Cost of revenues (exclusive of depreciation, accretion, and amortization shown below):

Cost of site leasing

134,076

118,571

265,987

234,049

Cost of site development

41,926

53,525

81,350

91,714

Selling, general, and administrative expenses

(1)

77,548

71,022

148,096

137,241

Acquisition and new business initiatives related adjustments and expenses

5,926

5,887

14,016

13,266

Asset impairment and decommission costs

22,566

45,231

51,867

82,257

Depreciation, accretion, and amortization

81,371

69,964

162,686

135,012

Total operating expenses

363,413

364,200

724,002

693,539

Operating income

351,861

334,781

694,710

669,690

Other income (expense):

Interest income

5,631

8,155

10,838

18,935

Interest expense

(127,754

)

(119,658

)

(256,282

)

(223,805

)

Non-cash interest expense

(2,486

)

(1,233

)

(3,259

)

(9,581

)

Amortization of deferred financing fees

(5,269

)

(5,415

)

(10,528

)

(10,849

)

Other income, net

10,482

44,123

33,004

76,286

Total other expense, net

(119,396

)

(74,028

)

(226,227

)

(149,014

)

Income before income taxes

232,465

260,753

468,483

520,676

Provision for income taxes

(35,995

)

(35,059

)

(87,107

)

(77,078

)

Net income

196,470

225,694

381,376

443,598

Net loss attributable to noncontrolling interests

2,307

100

2,235

2,927

Net income attributable to SBA Communications Corporation

$

198,777

$

225,794

$

383,611

$

446,525

Net income per common share attributable to SBA

Communications Corporation:

Basic

$

1.87

$

2.10

$

3.62

$

4.15

Diluted

$

1.87

$

2.09

$

3.61

$

4.14

Weighted-average number of common shares

Basic

106,073

107,531

105,945

107,637

Diluted

106,264

107,797

106,188

107,968

(1)

Includes non-cash compensation of $26,051 and $20,839 for the three

months ended June 30, 2026 and 2025, respectively, and $44,337 and $35,914 for the six months ended June 30, 2026 and 2025, respectively.

8

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par values)

June 30,

December 31,

2026

2025

(unaudited)

ASSETS

Current assets:

Cash and cash equivalents

$

327,051

$

264,568

Restricted cash

29,007

167,804

Accounts receivable, net

175,976

171,256

Costs and estimated earnings in excess of billings on uncompleted contracts

24,577

28,152

Prepaid expenses and other current assets

188,161

141,651

Total current assets

744,772

773,431

Property and equipment, net

3,452,615

3,401,799

Intangible assets, net

2,867,780

2,882,117

Operating lease

right-of-use assets, net

2,695,380

2,540,229

Acquired and other

right-of-use assets, net

1,328,891

1,325,443

Other assets

652,882

651,993

Total assets

$

11,742,320

$

11,575,012

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND SHAREHOLDERS’ DEFICIT

Current liabilities:

Accounts payable

$

70,062

$

73,034

Accrued expenses

89,003

93,502

Current maturities of long-term debt

3,578,556

1,935,802

Deferred revenue

156,812

117,309

Accrued interest

66,342

65,036

Current lease liabilities

306,792

299,604

Other current liabilities

69,078

94,014

Total current liabilities

4,336,645

2,678,301

Long-term liabilities:

Long-term debt, net

9,150,666

10,964,466

Long-term lease liabilities

2,173,052

2,119,258

Other long-term liabilities

626,609

588,244

Total long-term liabilities

11,950,327

13,671,968

Redeemable noncontrolling interests

85,202

78,262

Shareholders’ deficit:

Preferred stock - par value $0.01, 30,000 shares authorized, no shares issued or

outstanding

Common stock - Class A, par value $0.01, 400,000 shares authorized, 106,088 shares and

105,666 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

1,061

1,057

Additional paid-in capital

3,112,691

3,059,427

Accumulated deficit

(7,135,584

)

(7,249,905

)

Accumulated other comprehensive loss, net

(608,022

)

(664,098

)

Total shareholders’ deficit

(4,629,854

)

(4,853,519

)

Total liabilities, redeemable noncontrolling interests, and shareholders’ deficit

$

11,742,320

$

11,575,012

9

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited) (in thousands)

For the three months

ended June 30,

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

$

196,470

$

225,694

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation, accretion, and amortization

81,371

69,964

Gain on remeasurement of U.S. denominated intercompany loans

(11,784

)

(45,265

)

Non-cash compensation expense

26,798

21,516

Non-cash asset impairment and decommission costs

21,091

42,994

Deferred and non-cash income tax provision

11,497

26,185

Other non-cash items reflected in the Statements of

Operations

12,262

14,376

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable and costs and estimated earnings in excess of billings on uncompleted

contracts, net

(16,277

)

(31,125

)

Prepaid expenses and other assets

(46

)

1,076

Operating lease

right-of-use assets, net

36,208

30,373

Accounts payable and accrued expenses

13,547

2,159

Accrued interest

27,794

40,445

Long-term lease liabilities

(35,656

)

(32,035

)

Other liabilities

43,903

1,741

Net cash provided by operating activities

407,178

368,098

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisitions

(28,788

)

(589,222

)

Capital expenditures

(62,419

)

(55,865

)

Proceeds from sale of investments, net

81,599

64,069

Other investing activities

(4,113

)

56

Net cash used in investing activities

(13,721

)

(580,962

)

CASH FLOWS FROM FINANCING ACTIVITIES:

Net (repayments) borrowings under Revolving Credit Facility

(230,000

)

80,000

Payment of dividends on common stock

(132,651

)

(119,365

)

Repurchase and retirement of common stock

(130,696

)

Other financing activities

(4,079

)

11,783

Net cash used in financing activities

(366,730

)

(158,278

)

Effect of exchange rate changes on cash, cash equivalents, and restricted cash

1,520

7,559

NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

28,247

(363,583

)

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH:

Beginning of period

332,512

664,106

End of period

$

360,759

$

300,523

10

Selected Capital Expenditure Detail

For the three

For the six

months ended

months ended

June 30, 2026

June 30, 2026

(in thousands)

Construction and related costs

$

36,074

$

61,607

Augmentation and tower upgrades

10,501

20,642

Non-discretionary capital expenditures:

Tower maintenance

14,448

25,702

General corporate

1,396

2,865

Total non-discretionary capital expenditures

15,844

28,567

Total capital expenditures

$

62,419

$

110,816

Communication Site Portfolio Summary

Domestic

International

Total

Sites owned at March 31, 2026

17,378

28,980

46,358

Sites acquired during the second quarter

6

6

Sites built during the second quarter

10

99

109

Sites decommissioned/reclassified/sold during the second quarter

(32

)

(51

)

(83

)

Sites owned at June 30, 2026

17,362

29,028

46,390

Segment Operating Profit and Segment Operating Profit Margin

Domestic site leasing and International site leasing are the two segments within our site leasing business. Segment operating profit is a key business metric

and one of our two measures of segment profitability. The calculation of Segment operating profit for each of our segments is set forth below.

Domestic Site Leasing

Int’l Site Leasing

Site Development

For the three months

For the three months

For the three months

ended June 30,

ended June 30,

ended June 30,

2026

2025

2026

2025

2026

2025

(in thousands)

Segment revenue

$

452,448

$

469,807

$

211,437

$

161,981

$

51,389

$

67,193

Segment cost of revenues (excluding depreciation, accretion, and amort.)

(71,427

)

(69,421

)

(62,649

)

(49,150

)

(41,926

)

(53,525

)

Segment operating profit

$

381,021

$

400,386

$

148,788

$

112,831

$

9,463

$

13,668

Segment operating profit margin

84.2

%

85.2

%

70.4

%

69.7

%

18.4

%

20.3

%

Non-GAAP Financial Measures

The press release contains non-GAAP financial measures including (i) Cash Site Leasing Revenue, Tower Cash Flow,

and Tower Cash Flow Margin; (ii) Adjusted EBITDA, Annualized Adjusted EBITDA, and Adjusted EBITDA Margin; (iii) Funds from Operations (“FFO”), Adjusted Funds from Operations (“AFFO”), and AFFO per share;

(iv) Net Debt, Net Secured Debt, Leverage Ratio, and Secured Leverage Ratio (collectively, our “Non-GAAP Debt Measures”); and (v) certain financial metrics after eliminating the impact of

changes in foreign currency exchange rates (collectively, our “Constant Currency Measures”).

We have included these non-GAAP financial measures because we believe that they provide investors additional tools in understanding our financial performance and condition.

11

Specifically, we believe that:

(1) Cash Site Leasing Revenue and Tower Cash Flow are useful indicators of the performance of our site leasing operations;

(2) Adjusted EBITDA is useful to investors or other interested parties in evaluating our financial performance. Adjusted EBITDA is the primary measure used by

management (1) to evaluate the economic productivity of our operations and (2) for purposes of making decisions about allocating resources to, and assessing the performance of, our operations. Management believes that Adjusted EBITDA helps

investors or other interested parties meaningfully evaluate and compare the results of our operations (1) from period to period and (2) to our competitors, by excluding the impact of our capital structure (primarily interest charges from

our outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our financial results. Management also believes Adjusted EBITDA is frequently used by investors or other interested parties in the evaluation of REITs. In

addition, Adjusted EBITDA is similar to the measure of current financial performance generally used in our debt covenant calculations. Adjusted EBITDA should be considered only as a supplement to net income computed in accordance with GAAP as a

measure of our performance;

(3) FFO, AFFO and AFFO per share, which are metrics used by our public company peers in the communication site industry,

provide investors useful indicators of the financial performance of our business and permit investors an additional tool to evaluate the performance of our business against those of our two principal competitors. FFO, AFFO, and AFFO per share are

also used to address questions we receive from analysts and investors who routinely assess our operating performance on the basis of these performance measures, which are considered industry standards. We believe that FFO helps investors or other

interested parties meaningfully evaluate financial performance by excluding the impact of our asset base (primarily depreciation, amortization and accretion and asset impairment and decommission costs). We believe that AFFO and AFFO per share help

investors or other interested parties meaningfully evaluate our financial performance as they include (1) the impact of our capital structure (primarily interest expense on our outstanding debt) and (2) sustaining capital expenditures and

exclude the impact of (1) our asset base (primarily depreciation, amortization and accretion and asset impairment and decommission costs) and (2) certain non-cash items, including straight-lined

revenues and expenses related to fixed escalations and rent free periods and the non-cash portion of our reported tax provision. GAAP requires rental revenues and expenses related to leases that contain

specified rental increases over the life of the lease to be recognized evenly over the life of the lease. In accordance with GAAP, if payment terms call for fixed escalations, or rent free periods, the revenue or expense is recognized on a

straight-lined basis over the fixed, non-cancelable term of the contract. We only use AFFO as a performance measure. AFFO should be considered only as a supplement to net income computed in accordance with

GAAP as a measure of our performance and should not be considered as an alternative to cash flows from operations or as residual cash flow available for discretionary investment. We believe our definition of FFO is consistent with how that term is

defined by the National Association of Real Estate Investment Trusts (“NAREIT”) and that our definition and use of AFFO and AFFO per share is consistent with those reported by the other communication site companies;

(4) Our Non-GAAP Debt Measures provide investors a more complete understanding of our net debt and leverage position

as they include the full principal amount of our debt which will be due at maturity and, to the extent that such measures are calculated on Net Debt are net of our cash and cash equivalents, short-term restricted cash, and short-term investments;

and

(5) Our Constant Currency Measures provide management and investors the ability to evaluate the performance of the business without the impact of

foreign currency exchange rate fluctuations.

In addition, Tower Cash Flow, Adjusted EBITDA, and our Non-GAAP Debt

Measures are components of the calculations used by our lenders to determine compliance with certain covenants under our prior Senior Credit Agreement, New Senior Credit Agreement and indentures relating to our 2020 Senior Notes, 2021 Senior Notes,

and 2026 Senior Notes. These non-GAAP financial measures are not intended to be an alternative to any of the financial measures provided in our results of operations or our balance sheet as determined in

accordance with GAAP.

12

Financial Metrics after Eliminating the Impact of Changes In Foreign Currency Exchange Rates

We eliminate the impact of changes in foreign currency exchange rates for each of the financial metrics listed in the table below by dividing the current

period’s financial results by the average monthly exchange rates of the prior year period, and by eliminating the impact of the remeasurement of our intercompany loans. The table below provides the reconciliation of the reported year-over-year

change of each of such measures to the change after eliminating the impact of changes in foreign currency exchange rates to such measure.

Second quarter

2026 year

Foreign

Change excluding

over year

currency

foreign

change

impact

currency impact

Total site leasing revenue

5.1

%

2.1

%

3.0

%

Total cash site leasing revenue

4.7

%

2.2

%

2.5

%

Int’l cash site leasing revenue

28.5

%

8.2

%

20.3

%

Total site leasing segment operating profit

3.2

%

1.7

%

1.5

%

Int’l site leasing segment operating profit

31.9

%

7.9

%

24.0

%

Total site leasing tower cash flow

2.7

%

1.8

%

0.9

%

Int’l site leasing tower cash flow

28.0

%

7.9

%

20.1

%

Net cash interest expense

9.5

%

(0.3

%)

9.8

%

Net income

(12.9

%)

(7.7

%)

(5.2

%)

Earnings per share — diluted

(10.7

%)

(6.8

%)

(3.9

%)

Adjusted EBITDA

1.8

%

1.8

%

0.0

%

AFFO

(5.2

%)

2.3

%

(7.5

%)

AFFO per share

(3.8

%)

2.2

%

(6.0

%)

Cash Site Leasing Revenue, Tower Cash Flow, and Tower Cash Flow Margin

The table below sets forth the reconciliation of Cash Site Leasing Revenue and Tower Cash Flow to their most comparable GAAP measurement and Tower Cash Flow

Margin, which is calculated by dividing Tower Cash Flow by Cash Site Leasing Revenue.

Domestic Site Leasing

Int’l Site Leasing

Total Site Leasing

For the three months

For the three months

For the three months

ended June 30,

ended June 30,

ended June 30,

2026

2025

2026

2025

2026

2025

(in thousands)

Site leasing revenue

$

452,448

$

469,807

$

211,437

$

161,981

$

663,885

$

631,788

Non-cash straight-line leasing revenue

(2,230

)

(2,396

)

(1,062

)

1,749

(3,292

)

(647

)

Cash site leasing revenue

450,218

467,411

210,375

163,730

660,593

631,141

Site leasing cost of revenues (excluding depreciation, accretion, and amortization)

(71,427

)

(69,421

)

(62,649

)

(49,150

)

(134,076

)

(118,571

)

Non-cash straight-line ground lease expense

(1,293

)

(1,917

)

(369

)

499

(1,662

)

(1,418

)

Tower Cash Flow

$

377,498

$

396,073

$

147,357

$

115,079

$

524,855

$

511,152

Tower Cash Flow Margin

83.8

%

84.7

%

70.0

%

70.3

%

79.5

%

81.0

%

13

Forecasted Tower Cash Flow for Full Year 2026

The table below sets forth the reconciliation of forecasted Tower Cash Flow set forth in the Outlook section to its most comparable GAAP measurement for the

full year 2026:

Full Year 2026

(in millions)

Site leasing revenue

$

2,651.0

to

$

2,676.0

Non-cash straight-line leasing revenue

(16.5

)

to

(11.5

)

Cash site leasing revenue

2,634.5

to

2,664.5

Site leasing cost of revenues (excluding depreciation, accretion, and amortization)

(536.0

)

to

(551.0

)

Non-cash straight-line ground lease expense

(7.5

)

to

(2.5

)

Tower Cash Flow

$

2,091.0

to

$

2,111.0

Adjusted EBITDA, Annualized Adjusted EBITDA, and Adjusted EBITDA Margin

The table below sets forth the reconciliation of Adjusted EBITDA to its most comparable GAAP measurement.

For the three months

ended June 30,

2026

2025

(in thousands)

Net income

$

196,470

$

225,694

Non-cash straight-line leasing revenue

(3,292

)

(647

)

Non-cash straight-line ground lease expense

(1,662

)

(1,418

)

Non-cash compensation

26,798

21,516

Other income, net

(10,482

)

(44,123

)

Acquisition and new business initiatives related adjustments and expenses

5,926

5,887

Asset impairment and decommission costs

22,566

45,231

Interest income

(5,631

)

(8,155

)

Total interest expense (1)

135,509

126,306

Depreciation, accretion, and amortization

81,371

69,964

Provision for taxes (2)

36,242

35,229

Adjusted EBITDA

$

483,815

$

475,484

Annualized Adjusted EBITDA (3)

$

1,935,260

$

1,901,936

(1)

Total interest expense includes interest expense, non-cash interest

expense, and amortization of deferred financing fees.

(2)

Includes franchise and gross receipts taxes reflected in the Statements of Operations in selling, general and

administrative expenses.

(3)

Annualized Adjusted EBITDA is calculated as Adjusted EBITDA for the most recent quarter multiplied by four.

The calculation of Adjusted EBITDA Margin is as follows:

For the three months

ended June 30,

2026

2025

(in thousands)

Total revenues

$

715,274

$

698,981

Non-cash straight-line leasing revenue

(3,292

)

(647

)

Total revenues minus non-cash straight-line leasing

revenue

$

711,982

$

698,334

Adjusted EBITDA

$

483,815

$

475,484

Adjusted EBITDA Margin

68.0

%

68.1

%

14

Forecasted Adjusted EBITDA for Full Year 2026

The table below sets forth the reconciliation of the forecasted Adjusted EBITDA set forth in the Outlook section to its most comparable GAAP measurement for

the full year 2026:

Full Year 2026

(in millions)

Net income

$

788.0

to

$

841.0

Non-cash straight-line leasing revenue

(16.5

)

to

(11.5

)

Non-cash straight-line ground lease expense

(7.5

)

to

(2.5

)

Non-cash compensation

87.0

to

82.0

Other income, net

(48.0

)

to

(48.0

)

Acquisition and new business initiatives related adjustments and expenses

28.5

to

23.5

Asset impairment and decommission costs

92.0

to

87.0

Interest income

(26.0

)

to

(16.0

)

Total interest expense (1)

554.0

to

536.0

Depreciation, accretion, and amortization

342.5

to

332.5

Provision for taxes (2)

126.0

to

116.0

Adjusted EBITDA

$

1,920.0

to

$

1,940.0

(1)

Total interest expense includes interest expense, non-cash interest

expense, and amortization of deferred financing fees.

(2)

Includes projections for franchise taxes and gross receipts taxes, which will be reflected in the Statement of

Operations in Selling, general, and administrative expenses.

15

Funds from Operations (“FFO”), Adjusted Funds from Operations

(“AFFO”), and AFFO per share

The tables below set forth the reconciliations of FFO, AFFO, and AFFO per share

to their most comparable GAAP measurement.

For the three months

ended June 30,

2026

2025

(in thousands)

($per share)

(in thousands)

($per share)

Net income

$

196,470

$

1.85

$

225,694

$

2.09

Real estate related depreciation, amortization, and accretion

79,520

0.75

68,250

0.63

Asset impairment and decommission costs

22,566

0.21

45,231

0.42

FFO

$

298,556

$

2.81

$

339,175

$

3.14

Adjustments to FFO:

Non-cash straight-line leasing revenue

(3,292

)

(0.03

)

(647

)

(0.01

)

Non-cash straight-line ground lease expense

(1,662

)

(0.02

)

(1,418

)

(0.01

)

Non-cash compensation

26,798

0.25

21,516

0.20

Adjustment for non-cash portion of tax provision and other

tax adjustments (1)

14,768

0.14

27,211

0.25

Non-real estate related depreciation, amortization, and

accretion

1,851

0.02

1,714

0.02

Amortization of deferred financing costs and debt discounts and

non-cash interest expense

7,755

0.07

6,648

0.06

Other income, net

(10,482

)

(0.10

)

(44,123

)

(0.40

)

Acquisition and new business initiatives related adjustments and expenses

5,926

0.06

5,887

0.05

Non-discretionary cash capital expenditures

(15,844

)

(0.15

)

(13,846

)

(0.13

)

AFFO

$

324,374

$

3.05

$

342,117

$

3.17

Adjustments for joint venture partner interest

(1,850

)

(0.02

)

(1,715

)

(0.02

)

AFFO attributable to SBA Communications Corporation

$

322,524

$

3.03

$

340,402

$

3.15

Diluted weighted average number of common shares

106,264

107,797

(1)

The three months ended June 30, 2026 includes $2.8 million in taxes related to the sale of

substantially all of our operations in Canada. We believe that these tax payments are nonrecurring, and do not believe these are an indication of our operating performance. Accordingly, we believe it is more meaningful to present AFFO and AFFO

attributable to SBA Communications Corporation excluding these amounts.

16

Forecasted AFFO for the Full Year 2026

The tables below set forth the reconciliations of the forecasted AFFO and AFFO per share set forth in the Outlook section to their most comparable GAAP

measurements for the full year 2026:

(in millions, except per share amounts)

Full Year 2026

(in millions)

($per share)

Net income

$

788.0

to

$

841.0

$

7.41

to

$

7.91

Real estate related depreciation, amortization, and accretion

331.5

to

326.5

3.12

to

3.07

Asset impairment and decommission costs

92.0

to

87.0

0.87

to

0.82

FFO

$

1,211.5

to

$

1,254.5

$

11.40

to

$

11.80

Adjustments to FFO:

Non-cash straight-line leasing revenue

(16.5

)

to

(11.5

)

(0.16

)

to

(0.11

)

Non-cash straight-line ground lease expense

(7.5

)

to

(2.5

)

(0.07

)

to

(0.02

)

Non-cash compensation

87.0

to

82.0

0.82

to

0.77

Adjustment for non-cash portion of tax provision and other

tax adjustments (1)

49.0

to

49.0

0.46

to

0.46

Non-real estate related depreciation, amortization, and

accretion

11.0

to

6.0

0.10

to

0.06

Amortization of deferred financing costs and debt discounts and

non-cash interest expense

30.0

to

30.0

0.28

to

0.28

Other income, net

(48.0

)

to

(48.0

)

(0.45

)

to

(0.45

)

Acquisition and new business initiatives related adjustments and expenses

28.5

to

23.5

0.27

to

0.22

Non-discretionary cash capital expenditures

(75.0

)

to

(65.0

)

(0.70

)

to

(0.61

)

AFFO

$

1,270.0

to

$

1,318.0

$

11.95

to

$

12.40

Adjustments for joint venture partner interest

(4.0

)

to

(4.0

)

(0.04

)

to

(0.04

)

AFFO attributable to SBA Communications Corporation

$

1,266.0

to

$

1,314.0

$

11.91

to

$

12.36

Diluted weighted average number of common shares

(2)

106.3

to

106.3

(1)

Includes $8.6 million in taxes related to the sale of substantially all of our operations in Canada. We

believe that these tax payments are nonrecurring, and do not believe these are an indication of our operating performance. Accordingly, we believe it is more meaningful to present AFFO and AFFO attributable to SBA Communications Corporation

excluding these amounts.

(2)

Weighted average number of common shares does not contemplate any additional repurchases of the Company’s

stock during 2026.

17

Net Debt, Net Secured Debt, Leverage Ratio, and Secured Leverage Ratio

Net Debt is calculated using the notional principal amount of outstanding debt. Under GAAP policies, the notional principal amount of the Company’s

outstanding debt is not necessarily reflected on the face of the Company’s financial statements.

The Net Debt and Leverage calculations are as

follows:

June 30,

2026

(in thousands)

2020-2C Tower Securities

$

600,000

2021-1C Tower Securities

1,165,000

2021-2C Tower Securities

895,000

2021-3C Tower Securities

895,000

2022-1C Tower Securities

850,000

2024-1C Tower Securities

1,450,000

2024-2C Tower Securities

620,000

Revolving Credit Facility

1,055,000

2024 Term Loan

2,248,250

Total secured debt

9,778,250

2020 Senior Notes

1,500,000

2021 Senior Notes

1,500,000

Total unsecured debt

3,000,000

Total debt

$

12,778,250

Leverage Ratio

Total debt

$

12,778,250

Less: Cash and cash equivalents, short-term restricted cash and short-term investments

(384,944

)

Net debt

$

12,393,306

Divided by: Annualized Adjusted EBITDA

$

1,935,260

Leverage Ratio

6.4x

Secured Leverage Ratio

Total secured debt

$

9,778,250

Less: Cash and cash equivalents, short-term restricted cash and short-term investments

(384,944

)

Net Secured Debt

$

9,393,306

Divided by: Annualized Adjusted EBITDA

$

1,935,260

Secured Leverage Ratio

4.9x

18

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Entity Incorporation State Country Code

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