Form 8-K

8-K — SBA COMMUNICATIONS CORP

Accession: 0001193125-26-314131

Filed: 2026-07-23

Period: 2026-07-23

CIK: 0001034054

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d146754d8k.htm (Primary)

EX-5.1 (d146754dex51.htm)

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8-K

8-K (Primary)

Filename: d146754d8k.htm · Sequence: 1

8-K

SBA COMMUNICATIONS CORP false 0001034054 0001034054 2026-07-23 2026-07-23

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): July 23, 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 8.01

Other Events

On July 14, 2026, SBA Communications Corporation (the “Company”) filed a prospectus supplement to its automatic shelf registration statement on Form S-3 (Registration No. 333-277527) with the Securities and Exchange Commission relating to the Company’s offering of $1,350,000,000 aggregate principal amount of 4.875% Senior Notes due 2030 (the “2030 notes”), $1,350,000,000 aggregate principal amount of 5.150% Senior Notes due 2031 (the “2031 notes”), and $800,000,000 aggregate principal amount of 5.450% Senior Notes due 2033 (the “2033 notes” and, together with the 2030 notes and the 2031 notes, the “notes”), which closed on July 23, 2026. This Current Report on Form 8-K is being filed solely for the purpose of filing the opinion of Greenberg Traurig, P.A. relating to the legality of the issuance and sale of the notes set forth in the prospectus supplement, which opinion is attached as Exhibit 5.1 hereto.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit Index

Exhibit

No.

Description

5.1

Opinion of Greenberg Traurig, P.A. (including the consent required with respect thereto)

23.1

Consent of Greenberg Traurig, P.A. (included in Exhibit 5.1)

104

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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

Name:

Marc Montagner

Title:

Executive Vice President and Chief Financial Officer

Date: July 23, 2026

EX-5.1

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EX-5.1

Exhibit 5.1

July 23, 2026

SBA

Communications Corporation

8051 Congress Avenue

Boca Raton,

Florida 33487

Ladies and Gentlemen:

have acted as counsel to SBA Communications Corporation, a Florida corporation (the “Company”), in connection with the issuance and sale by the Company, pursuant to an automatic shelf registration statement on Form S-3 (No. 333-277527), filed with the Commission on February 29, 2024 (the “Registration Statement”), and the prospectus in the form in which it appeared in

the Registration Statement on its effective date (the “Base Prospectus”), as supplemented by the prospectus supplement thereto dated July 14, 2026 (the “Prospectus Supplement” and, together with the Base Prospectus, the

“Prospectus”) of $1,350,000,000 aggregate principal amount of the Company’s 4.875% Senior Notes due 2030 (the “2030 Notes”), $1,350,000,000 aggregate principal amount of the Company’s 5.150% Senior Notes due 2031

(the “2031 Notes”), and $800,000,000 aggregate principal amount of the Company’s 5.450% Senior Notes due 2033 (the “2033 Notes,” and together with the 2030 Notes and the 2031 Notes, the “Notes”). The Notes

were issued under an indenture dated as of July 23, 2026 (the “Base Indenture”) between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented, with respect to the

Notes, by a supplemental indenture thereto dated as of July 23, 2026 (the “Supplemental Indenture,” and, together with the Base Indenture, the “Indenture”) among the Company and the Trustee.

In rendering this opinion expressed below, we have reviewed the following documents:

(a)

The Registration Statement;

(b)

The Prospectus;

(c)

An executed copy of the Underwriting Agreement dated July 14, 2026 between the Company and Morgan

Stanley & Co. LLC, Barclays Capital Inc., Wells Fargo Securities, LLC and Goldman Sachs & Co. LLC, as Representatives of the several Underwriters listed on Schedule 1 thereto;

(d)

Executed copies of the Base Indenture and the Supplemental Indenture;

(e)

Copies of the Notes in global form as executed by the Company and authenticated by the Trustee;

(f)

Copies of the Amended and Restated Articles of Incorporation of the Company and the Second Amended and Restated

Bylaws of the Company; and

(g)

Copies of the unanimous written consent of the Board of Directors of the Company (the “Board”)

dated as of July 10, 2026 and the unanimous written consent of the Pricing Committee of the Board dated as of July 14, 2026 related to the transactions contemplated by the issuance and sale of the Notes.

In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of

the Company and such other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below.

In rendering the opinion expressed below, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural

persons, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as duplicates or copies. In addition, we have assumed and have not verified the accuracy as

to factual matters of each document we have reviewed.

July 23, 2026

Page 2

Based on the foregoing, and subject to the further assumptions and qualifications set forth

below, it is our opinion that the Notes are the valid, binding and enforceable obligations of the Company, entitled to the benefits of the Indenture.

Insofar as the foregoing opinion relates to the validity, binding effect or enforceability of any agreement or obligation of the Company,

(a) we have assumed that the Company and each other party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it

(except that no such assumption is made as to the Company regarding matters of the law of the State of New York or the laws of the State of Florida that in our experience normally would be applicable to general business entities with respect to such

agreement or obligation), (b) we express no opinion with respect to the effect of any mandatory choice of law rules and (c) such opinion is subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights

generally and to general principles of equity.

The foregoing opinion is limited to the law of the State of New York and the laws of the

State of Florida.

We hereby consent to the use of our name in the Prospectus Supplement under the heading “Validity of the

Notes” and in the Base Prospectus under the heading “Legal Matters,” as counsel for the Company that has passed on the validity of the Notes and to the filing of this opinion letter as Exhibit 5.1 to the Company’s Current

Report on Form 8-K dated July 23, 2026. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or

the rules and regulations of the Securities and Exchange Commission thereunder.

The opinion expressed herein is rendered on and as of the

date hereof, and we assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinion expressed herein.

Yours very truly,

/s/ Greenberg Traurig, P.A.

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Document and Entity Information

Jul. 23, 2026

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