What the changes say
- Concentration of US wireless carriers increases reliance on T-Mobile, AT&T, and Verizon for most revenues.
- EchoStar default in late 2025 created $56 million in expected 2026 cash site leasing revenue churn.
- Variable-rate debt rose to $2.7 billion or 21.1% of total indebtedness.
What changed since the prior 10-K
New
- NewRisks Related to Our Business
Recently, the U.S. wireless service provider market has reduced to three nationwide wireless service providers, AT&T Wireless, T-Mobile, and Verizon Wireless, and our dependence on these three wireless service providers for our financial and operational growth has been exacerbated
The US wireless provider market has shrunk to three nationwide carriers, increasing our revenue dependence on T-Mobile, AT&T, and Verizon.
- NewRisks Related to Our Business
Our business depends, in part, on the ability of customers to perform under their contractual and financial obligations
EchoStar defaulted on payment obligations after discontinuing its network business, causing $56.0 million in expected cash site leasing revenue churn for 2026.
Dropped
- DroppedRisks Related to Our Business
if competitors construct towers near our existing towers. Any of these factors could materially and adversely affect our growth rate and our future operations
Reworded
- 55% rewrittenRisks Related to Our Business
Increasing competition in the tower industry may create pricing pressures or result in non-renewals that may materially and adversely affect us
Updated terminology to reference communications infrastructure assets and MLAs instead of master lease agreements.
- 46% rewrittenRisks Related to Our Business
We depend on a relatively small number of customers for most of our revenue, and the loss or financial instability of any of our significant customers may materially decrease our revenue and adversely affect our financial condition
Minor wording refinements regarding primary wireless carriers and international subsidiaries without changing core risk meaning.
- 45% rewrittenRisks Related to Our Business
New technologies or network architecture or changes in a customer’s business model may reduce demand for our wireless infrastructure or negatively impact our revenues
Added specific alternative technologies and architectures such as WiFi, DAS, small cells, and low earth orbit satellites as potential macro site substitutes.
- 40% rewrittenRisks Related to Our Business
Our variable rate indebtedness and refinancing obligations subject us to interest rate risk, which could cause our debt service obligations to increase significantly
Updated variable rate indebtedness figure to approximately $2.7 billion, representing 21.1% of total indebtedness as of December 31, 2025.
- 38% rewrittenRisks Related to Our Business
Currency fluctuations may negatively affect our results of operations
Removed Canada from local currency table and added Honduras to US dollar denominated countries.
- 33% rewrittenRisks Related to Our Status as a REIT
Our payment of cash distributions in the future is not guaranteed and the amount of any future cash distributions may fluctuate, which could adversely affect the value of our Class A common stock
Retained existing REIT distribution and net operating loss risk language with no substantive changes.
- 26% rewrittenRisks Related to Our Business
We could suffer adverse tax and other financial consequences if taxing authorities do not agree with our tax positions
Maintained existing tax examination and net operating loss rules language without material alterations.
- 22% rewrittenRisks Related to Our Business
If our wireless service provider customers are unable to access sufficient capital, or unwilling based on the economic cost of such capital or other reasons, to invest in their infrastructure or spectrum, it could reduce our ability to meet our growth expectations
Adjusted phrasing to note certain providers have been and may continue to be financially constrained in deploying spectrum.
- 21% rewrittenRisks Related to Our Business
We hold some of our towers through rights of use agreements, which are terminable in accordance with the terms of the respective agreements and provide us limited visibility regarding the relationship between the owner of the towers and the land owner
All 36 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business
- 01We depend on a relatively small number of customers for most of our revenue, and the loss or financial instability of any of our significant customers may materially decrease our revenue and adversely affect our financial condition46% rewritten
- 02Recently, the U.S. wireless service provider market has reduced to three nationwide wireless service providers, AT&T Wireless, T-Mobile, and Verizon Wireless, and our dependence on these three wireless service providers for our financial and operational growth has been exacerbatedNew
- 03The wireless industry in our international markets has come under competition in recent years which has, and may continue to, adversely affect our international site leasing activities in the near term
- 04If our wireless service provider customers are unable to access sufficient capital, or unwilling based on the economic cost of such capital or other reasons, to invest in their infrastructure or spectrum, it could reduce our ability to meet our growth expectations22% rewritten
- 05If our wireless service provider customers combine their operations to a significant degree, our future operating results could be adversely affected
- 06Our variable rate indebtedness and refinancing obligations subject us to interest rate risk, which could cause our debt service obligations to increase significantly40% rewritten
- 07We have a substantial level of indebtedness which may have an adverse effect on our business or limit our ability to take advantage of business, strategic or financing opportunities
- 08Our business depends, in part, on the ability of customers to perform under their contractual and financial obligationsNew
- 09Increasing competition in the tower industry may create pricing pressures or result in non-renewals that may materially and adversely affect us55% rewritten
- 10A slowdown in demand for wireless services could materially and adversely affect our future growth and revenues
- 11Increasing competition may negatively impact our ability to grow our communication site portfolio long-term
- 12Our international operations are subject to economic, political, and other risks that could materially and adversely affect our revenues or financial position
- 13Currency fluctuations may negatively affect our results of operations38% rewritten
- 14Delays in the roll-out of new spectrum or deployment of new technologies could materially and adversely affect our future growth and revenues
- 15New technologies or network architecture or changes in a customer’s business model may reduce demand for our wireless infrastructure or negatively impact our revenues45% rewritten
- 16If we are unable to protect our rights to the land under our towers, it could adversely affect our business and operating results
- 17We hold some of our towers through rights of use agreements, which are terminable in accordance with the terms of the respective agreements and provide us limited visibility regarding the relationship between the owner of the towers and the land owner21% rewritten
- 18We may not be able to fully recognize the anticipated benefits of towers that we acquire
- 19The documents governing our indebtedness contain restrictive covenants that could adversely affect our business by limiting our flexibility
- 20Our dependence on our subsidiaries for cash flow may negatively affect our business
- 21The loss of the services of key personnel or a significant number of our employees may negatively affect our business
- 22Our business is subject to government regulations and changes in current or future regulations could harm our business
- 23Information technology disruptions, including as a result of cybersecurity breaches, could compromise our information, which would cause our business and reputation to suffer
- 24Data privacy and protection laws are evolving globally and present risks related to our handling of sensitive data that could result in regulatory penalties or litigation
- 25Damage from natural disasters and other unforeseen events could adversely affect us
- 26We could have liability under environmental laws that could have a material adverse effect on our business, financial condition, and results of operations
- 27We could suffer adverse tax and other financial consequences if taxing authorities do not agree with our tax positions26% rewritten
- 28Our issuance of equity securities and other associated transactions may trigger a future ownership change which may negatively impact our ability to utilize NOLs in the future
- 29Our costs could increase and our revenues could decrease due to perceived health risks from RF energy
Risks Related to Our Status as a REIT
- 30Remaining qualified as a REIT involves highly technical and complex provisions of the Code. Failure to remain qualified as a REIT would result in our inability to deduct dividends paid to our shareholders in computing our taxable income, thereby increasing our tax obligations and reducing our available cash
- 31Complying with REIT requirements, including the 90% distribution requirement, may limit our flexibility or cause us to forgo otherwise attractive opportunities, including certain discretionary investments and potential financing alternatives
- 32Covenants specified in our current and future debt instruments may limit our ability to make required REIT distributions
- 33Our payment of cash distributions in the future is not guaranteed and the amount of any future cash distributions may fluctuate, which could adversely affect the value of our Class A common stock33% rewritten
- 34Certain of our business activities may be subject to corporate level income tax and foreign taxes, which would reduce our cash flows, and would have potential deferred and contingent tax liabilities
Risks Related to Ownership of our Class A Common Stock
- 35The REIT-related ownership and transfer restrictions may restrict or prevent our shareholders from engaging in certain transfers of our common stock
- 36Our articles of incorporation, our bylaws and Florida law provide for anti-takeover provisions that could make it more difficult for a third party to acquire us
Other Sba Communications 10-Ks
- FY2024 10-K risk factors35 risks
Tower leasing revenue depends on a small number of carrier customers and their capital spending levels. Substantial debt of 13.7 billion dollars and variable interest rates create significant financial exposure. REIT compliance requirements dictate strict operational rules regarding income distribution, asset types, and stock ownership.
Filed Feb 26, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.