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What changed in Crown Castle's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Crown Castle's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+447 added−501 removedSource: 10-K (2026-02-23) vs 10-K (2025-03-14)

Top changes in Crown Castle's 2025 10-K

447 paragraphs added · 501 removed · 169 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

59 edited+6 added−14 removed28 unchanged
Biggest changeAs part of our effort to provide comprehensive communications infrastructure solutions, as an ancillary business, we also offer certain services primarily relating to pre-construction site development services in our Towers segment. See note 16 to our consolidated financial statements for a discussion of the July 2023 restructuring plan, which included discontinuing installation services as a Towers product offering.
Biggest changeAs part of our effort to provide comprehensive tower solutions, as an ancillary business, we also offer certain services relating to our towers predominately consisting of pre-construction site development services relating to existing or new tenant equipment installations, including: site acquisition, architectural and engineering, or zoning and permitting (collectively, "site development services"). 4 See note 17 to our consolidated financial statements for a discussion of the July 2023 restructuring ("2023 Restructuring Plan"), which included discontinuing tenant equipment installations and subsequent augmentations (collectively, "installation services") as a towers product offering and (2) the June 2024 restructuring plan ("2024 Restructuring Plan," and together with the 2023 Restructuring Plan, "2023 and 2024 Restructuring Plans").
We strive to negotiate with our existing tenant base for longer contractual terms, which often contain fixed escalation rates. Our Towers tenant contracts, while amended and re-negotiated over time, have historically led to a long-term relationship with tenants on our towers, resulting in a retention rate generally between 98% and 99% each year.
We strive to negotiate with our existing tenant base for longer contractual terms, which often contain fixed escalation rates. Our tenant contracts, while amended and re-negotiated over time, have historically led to a long-term relationship with tenants on our towers, resulting in a retention rate generally between 98% and 99% each year.
We believe that distributing a meaningful portion of our cash generated by operating activities appropriately provides common stockholders with increased certainty for a portion of expected long-term stockholder value while still allowing us to retain sufficient flexibility to invest in our business and deliver growth.
We believe that distributing a meaningful portion of our cash generated by operating activities appropriately provides stockholders with increased certainty for a portion of expected long-term stockholder value while still allowing us to retain sufficient flexibility to invest in our business and deliver growth.
We intend to post to our website any amendments to or waivers from each of the Business Practices and Ethics Policy and Financial Code of Ethics applicable to our Chief Executive Officer, Chief Financial Officer and Controller that are required to be disclosed. 11
We intend to post 10 to our website any amendments to or waivers from each of the Business Practices and Ethics Policy and Financial Code of Ethics applicable to our Chief Executive Officer, Chief Financial Officer and Controller that are required to be disclosed. 11
We believe this decision reflects the translation of the high-quality, long-term contractual cash flows of our business into stable capital returns to common stockholders. • Invest capital efficiently to grow cash flows and long-term dividends per share.
We believe this decision reflects the translation of the high-quality, long-term contractual cash flows of our business into stable capital returns to stockholders. • Invest capital efficiently to grow cash flows and long-term dividends per share.
In addition to our full-time sales or marketing staff, a number of senior-level employees spend a significant portion of their time on sales and marketing activities and call on existing or prospective tenants. 8 Competition.
In addition to our full-time sales or marketing staff, a number of senior-level employees spend a significant portion of their time on sales and marketing activities and call on existing or prospective tenants. Competition.
We generally receive monthly rental payments and, in some cases, upfront payments, from our Towers tenants pursuant to long-term tenant contracts with (1) initial contract terms generally between five to 15 years, (2) multiple renewal periods generally between five to 10 years each, exercisable at the option of the tenant, (3) limited termination rights for our tenants and (4) contractual escalations of the rental price.
We generally receive monthly rental payments and, in some cases, upfront payments, from our tenants pursuant to long-term tenant contracts with (1) initial contract terms generally between five to 15 years, (2) multiple renewal periods of generally five years each, exercisable at the option of the tenant, (3) limited termination rights for our tenants and (4) contractual escalations of the rental price.
To remain qualified and be taxed as a REIT, we are generally required to annually distribute to our stockholders at least 90% of our REIT taxable income, after the utilization of our net operating loss carryforwards "NOLs" (determined without regard to the dividends paid deduction and excluding net capital gain) (see notes 2 and 9 to our consolidated financial statements).
To remain qualified and be taxed as a REIT, we are generally required to annually distribute to our stockholders at least 90% of our REIT taxable income, after the utilization of our net operating loss carryforwards "NOLs" (determined without regard to the dividends paid deduction and excluding net capital gain). See notes 2 and 10 to our consolidated financial statements.
These regulations vary greatly, but typically require us to obtain prior approval from local officials. Local zoning authorities may render decisions that prevent the construction or modification of towers or small cells, or place conditions on such construction or modifications that are responsive to community residents' concerns regarding the height, visibility, or other characteristics of such infrastructure.
These regulations vary greatly, but typically require us to obtain prior approval from local officials. Local zoning authorities may render decisions that prevent the construction or modification of towers, or place conditions on such construction or modifications that are responsive to community residents' concerns regarding the height, visibility, or other characteristics of such infrastructure.
We also periodically conduct company-wide employee surveys to help us understand how they feel about working at our company and track the results to inform our human capital strategies. We focus on building and retaining a strong and innovative workforce with a variety of backgrounds, experiences and points of view.
We also periodically conduct company-wide employee surveys to help us understand how our employees feel about working at our company and track the results to inform our human capital strategies. We focus on building and retaining a strong and innovative workforce with a variety of backgrounds, experiences and points of view.
Our foreign assets and operations (including our tower operations in Puerto Rico) most likely will be subject to foreign income taxes in the jurisdictions in which such assets and operations are located, regardless of whether or not they are included in a TRS.
Our foreign assets and operations (primarily our tower operations in Puerto Rico) most likely will be subject to foreign income taxes in the jurisdictions in which such assets and operations are located, regardless of whether or not they are included in a TRS.
Our sales team is organized based on a variety of factors, including tenant type (such as large wireless carriers, vertical customers and organizations), product offering and geography. A team of national account directors maintains our relationships with our largest tenants.
Our sales team is organized based on a variety of factors, including tenant type (such as large wireless carriers, vertical customers and organizations) and geography. A team of national account directors maintains our relationships with our largest tenants.
In general, our tenant contracts prohibit our tenants from using or storing any hazardous substances on our communications infrastructure sites in violation of applicable environmental laws and require our tenants to provide notice of certain environmental conditions caused by them. We are subject to Occupational Safety and Health Administration and similar guidelines regarding employee protection from radio frequency exposure.
In general, our tenant contracts prohibit our tenants from using or storing any hazardous substances on our tower sites in violation of applicable environmental laws and require our tenants to provide notice of certain environmental conditions caused by them. We are subject to Occupational Safety and Health Administration and similar guidelines regarding employee protection from radio frequency exposure.
Additionally, the law prohibits state and local restrictions based on the environmental effects of radio frequency emissions to the extent the facilities comply with FCC regulations. Local regulations include city and other local ordinances (including subdivision and zoning ordinances), approvals for construction, modification and removal of towers and small cells, and restrictive covenants imposed by community developers.
Additionally, 9 the law prohibits state and local restrictions based on the environmental effects of radio frequency emissions to the extent the facilities comply with FCC regulations. Local regulations include city and other local ordinances (including subdivision and zoning ordinances), approvals for construction, modification and removal of towers, and restrictive covenants imposed by community developers.
We do not always provide the site development services for our tenants on our communications infrastructure as other service providers also provide these services (see also "—Competition" below). Typically, our site development services are non-recurring and are billed on a fixed fee basis, and the terms and pricing of site development services are negotiated separately from our tenant contracts. Customers.
We do not always provide the site development services for our tenants on our towers as other service providers also provide these services (see also "—Competition" below). Typically, our site development services are non-recurring and are billed on a fixed fee basis, and the terms and pricing of site development services are negotiated separately from our tenant contracts. Customers.
Further, we seek to augment the long-term value creation associated with growing our recurring site rental cash flows by offering certain ancillary site development services within our Towers segment. 5 REIT Status We operate as a REIT for U.S. federal income tax purposes.
Further, we seek to augment the long-term value creation associated with growing our recurring site rental cash flows by offering certain ancillary site development services. 5 REIT Status We operate as a REIT for U.S. federal income tax purposes.
In addition to adding tenants to existing communications infrastructure, we seek to invest our available capital, including the net cash generated by our operating activities and external financing sources, in a manner that will increase long-term stockholder value on a risk-adjusted basis.
In addition to adding tenants to existing towers, we seek to invest our available capital, including the net cash generated by our operating activities and external financing sources, in a manner that will increase long-term stockholder value on a risk-adjusted basis.
Strategy As a leading provider of shared communications infrastructure 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 communications infrastructure, (2) returning a meaningful portion of our cash generated by operating activities to our common stockholders in the form of dividends and (3) investing capital efficiently to grow cash flows and long-term dividends per share.
Strategy 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 (3) investing capital efficiently to grow cash flows and long-term dividends per share.
The information on our website, including our ESG Reports, is not, and shall not be deemed to be, incorporated by reference into this 2024 Form 10-K or any other filings with the SEC unless expressly noted in any such other filings. Human Capital The people who work for Crown Castle are essential to our ability to execute on our strategy.
The information on our website, including our sustainability reports, is not, and shall not be deemed to be, incorporated by reference into this 2025 Form 10-K or any other filings with the SEC unless expressly noted in any such other filings. Human Capital The people who work for Crown Castle are essential to our ability to execute on our strategy.
We believe that such demand for our communications infrastructure will continue, will result in growth of our cash flows due to tenant additions on our existing communications infrastructure, and will create other growth opportunities for us, such as demand for newly constructed or acquired communications infrastructure, as described above.
We believe that such demand for our towers will continue, will result in growth of our cash flows due to tenant additions on our existing towers, and will create other growth opportunities for us, such as demand for newly constructed or acquired towers, as described above.
State and Local Regulations. The U.S. Telecommunications Act of 1996 amended the Communications Act of 1934 to preserve state and local zoning authorities' jurisdiction over the siting of communications towers and small cells.
State and Local Regulations. The U.S. Telecommunications Act of 1996 amended the Communications Act of 1934 to preserve state and local zoning authorities' jurisdiction over the siting of communications towers.
Our strategy is based, in part, on our belief that the U.S. is the most attractive market for shared communications infrastructure investment with the greatest long-term growth potential. We measure our efforts to create "long-term stockholder value" by the combined payment of dividends to stockholders and growth in our per-share results.
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 payment of dividends to stockholders and growth in our per-share results.
Our strategy to create long-term stockholder value is based on our belief that there will be considerable future demand for our communications infrastructure based on the location of our assets and the rapid and continuing growth in the demand for data.
Our strategy to create long-term stockholder value is based on our belief that there will be considerable future demand for our towers based on the location of our assets and the rapid and continuing growth in the demand for data.
We expect the following factors to contribute to potential demand for our communications infrastructure: • consumers' growing wireless data consumption leading major wireless carriers to upgrade and enhance their networks through the efficient use of both towers and small cells, including in connection with 5G deployments, in an effort to improve network quality and capacity and customer retention or satisfaction; • prior and future potential spectrum auctioned, licensed or made available by the Federal Communications Commission ("FCC") enabling additional wireless carrier network development; • next-generation technologies and new uses for wireless communications may potentially result in new entrants or increased demand in the wireless industry, which may include companies involved in the continued evolution and deployment of the Internet of Things; • the continued adoption of bandwidth-intensive applications, including artificial intelligence, could result in demand for high-capacity, multi-location, fiber-based network solutions; and • increased government initiatives to expand broadband infrastructure to support connectivity throughout the U.S.
We expect the following factors to contribute to potential demand for our towers: • consumers' growing wireless data consumption leading major wireless carriers to upgrade and enhance their networks through the efficient use of towers, including in connection with 5G deployments, in an effort to improve network quality and capacity and customer retention or satisfaction; • prior and future potential spectrum auctioned, licensed or made available by the Federal Communications Commission ("FCC") enabling additional wireless carrier network development; • next-generation technologies and new uses for wireless communications may potentially result in new entrants or increased demand in the wireless industry, which may include companies involved in the continued evolution and deployment of the Internet of Things; • the continued adoption of bandwidth-intensive applications, including artificial intelligence; and • increased government initiatives to expand broadband infrastructure to support connectivity throughout the U.S.
These investments include constructing and acquiring new communications infrastructure that we expect will generate future cash flow growth and attractive long-term returns by adding tenants to those assets over time.
These investments include constructing and acquiring new towers that we expect will generate future cash flow growth and attractive long-term returns by adding tenants to those assets over time.
In addition, our Corporate Governance Guidelines, Proper Business Practices and Ethics Policy, Financial Code of Ethics, and the charters of our Audit Committee, Compensation and Human Capital Committee and Nominating, Environmental, Social and Governance Committee are available through the Investors section of our website at https://investor.crowncastle.com, and such information is also available in print to any stockholder who requests it.
In addition, our Corporate Governance Guidelines, Proper Business Practices and Ethics Policy, Financial Code of Ethics, Conflicts of Interest and Disclosure Policy, and the charters of our Audit Committee, Compensation and Human Capital Committee and Nominating and Governance Committee are available through the Investors section of our website at https://investor.crowncastle.com, and such information is also available in print to any stockholder who requests it.
Our historical investments have included the following (in no particular order): ◦ construction of towers, fiber and small cells; ◦ acquisitions of towers, fiber and small cells; ◦ acquisitions of land interests (which primarily relate to land assets under towers); ◦ improvements and structural enhancements to our existing communications infrastructure; ◦ purchases of shares of our common stock from time to time; and ◦ purchases, repayments or redemptions of our debt.
Our historical investments have included the following (in no particular order): ◦ acquisitions of land interests (which primarily relate to land assets under towers); ◦ construction of towers; ◦ acquisitions of towers; ◦ improvements and structural enhancements to our existing towers; ◦ purchases of shares of our common stock from time to time; and ◦ purchases, repayments or redemptions of our debt.
The key elements of our strategy are to: • Grow cash flows from our existing communications infrastructure. We are focused on maximizing the recurring site rental cash flows generated from providing our tenants with long-term access to our shared infrastructure assets, which we believe is the core driver of value for our stockholders.
The key elements of our strategy are to: • Grow cash flows from our existing towers. We are focused on maximizing the recurring site rental cash flows generated from providing our tenants with long-term access to our towers, which we believe is the core driver of value for our stockholders.
For taxable years beginning before 2026, qualified REIT dividends (within the meaning of Section 199A(e)(3) of the Code) constitute a part of a non-corporate taxpayer's "qualified business income amount" and thus our non-corporate U.S. stockholders may be eligible to take a qualified business income deduction in an amount equal to 20% of such dividends received from us.
Qualified REIT dividends (within the meaning of Section 199A(e)(3) of the Code) constitute a part of a non-corporate taxpayer's "qualified business income amount" and thus our non-corporate U.S. stockholders may be eligible to take a qualified business income deduction in an amount equal to 20% of such dividends received from us.
We believe towers are the most efficient and cost-effective solution for providing coverage and capacity for wireless carrier network deployments.
Business—Strategy." 6 We believe towers are the most efficient and cost-effective solution for providing coverage and capacity for wireless carrier network deployments.
Environmental, Social and Governance ("ESG") Our shared communications infrastructure model results in the use of fewer resources, including water, energy, metals and other materials, than would otherwise be needed to construct and maintain communications infrastructure under a single-tenant infrastructure model. We are committed to operating responsibly and ethically and considering social and environmental impacts as we make business decisions.
Sustainability Our multi-tenant towers model results in the use of fewer resources, including water, energy, metals and other materials, than would otherwise be needed to construct and maintain towers under a single-tenant infrastructure model. We are committed to operating responsibly and ethically and considering social and environmental impacts as we make business decisions.
In 2024, our services and other revenues primarily related to site development services. We seek to grow our services revenues by capitalizing on (1) increased leasing volumes that may result from carrier network upgrades, (2) promoting site development services, (3) expanding the scope of our services, and (4) focusing on tenant service and deployment speed.
We seek to grow our services revenues through capitalizing on (1) increased leasing volumes that may result from carrier network upgrades, (2) promoting site development services, (3) expanding the scope of our services, and (4) focusing on tenant service and deployment speed.
We believe that location, existing communications infrastructure footprint, deployment speed, quality of service, expertise, reputation, capacity and price have been and will continue to be the most significant competitive factors affecting our businesses. See "Item 1A. Risk Factors" for a discussion of competition in our industry.
Some of our largest competitors are American Tower Corporation and SBA Communications Corporation. We believe that location, existing tower footprint, deployment speed, quality of service, expertise, reputation, capacity and price have been and will continue to be the most significant competitive factors affecting our businesses. See "Item 1A. Risk Factors" for a discussion of competition in our industry.
We seek to become the critical partner and preferred independent communications infrastructure provider for our tenants and increase tenant satisfaction relative to our peers by leveraging our (1) existing unique communications infrastructure footprint, (2) tenant relationships, (3) process-centric approach, (4) technological tools and (5) construction capabilities and expertise relative to the Fiber segment.
We seek to become the critical partner and preferred independent tower provider for our tenants and increase tenant satisfaction relative to our peers by leveraging our (1) existing unique tower footprint, (2) tenant relationships, (3) process-centric approach, and (4) technological tools.
Those TRS assets and operations will continue to be subject, as applicable, to federal and state corporate income taxes or to foreign taxes in the jurisdictions in which such assets and operations are located.
Additionally, we have included in TRSs certain other assets and operations. Those TRS assets and operations will continue to be subject, as applicable, to federal and state corporate income taxes or to foreign taxes in the jurisdictions in which such assets and operations are located.
Risk Factors" for additional information regarding higher non-renewals (which we define as the reduction in site rental revenues as a result of tenant churn, terminations and, in limited circumstances, reductions of existing lease rates) expected as a result of the T-Mobile and Sprint network consolidation.
Risk Factors" for additional information regarding higher non-renewals (which we define as the reduction in site rental revenues as a result of tenant churn, terminations and, in limited circumstances, reductions of existing lease rates) incurred as a result of the T-Mobile and Sprint network consolidation as well as in relation to the notice of default and termination delivered to DISH.
The construction of new towers and small cells or, in some cases, their modification in the U.S. may be subject to environmental review under the National Environmental Policy Act of 1969, as amended ("NEPA"), which requires federal agencies to evaluate the environmental impact of major federal actions.
The construction of new towers or, in some cases, their modification in the U.S. may be subject to environmental review under the National Environmental Policy Act of 1969, as amended ("NEPA"), which requires federal agencies to evaluate the environmental impact of major federal actions. NEPA regulations require applicants to investigate the potential environmental impact of the proposed tower construction.
Such determination could significantly delay the FCC's approval of the construction or modification. 10 Our operations are also subject to federal, state and local laws and regulations relating to the management, use, storage, disposal, emission, or remediation of, or exposure to, hazardous or non-hazardous substances, materials, or wastes.
Our operations are also subject to federal, state and local laws and regulations relating to the management, use, storage, disposal, emission, or remediation of, or exposure to, hazardous or non-hazardous substances, materials, or wastes.
When possible, we seek to receive rental payment increases in connection with tenant contract amendments, pursuant to which our tenants add antennas or other equipment to our towers or ground space on which they already have equipment pursuant to preexisting tenant contracts.
When possible, we seek to receive rental payment increases in connection with tenant contract amendments, pursuant to which our tenants add antennas or other equipment to our towers or ground space on which they already have equipment pursuant to preexisting tenant contracts. Our tenant contracts and pricing are not influenced by whether or not we perform the site development services.
See note 3 to our consolidated financial statements for a tabular presentation of the minimum rental payments due to us by tenants pursuant to tenant contracts without consideration of tenant renewal options as of December 31, 2024.
See notes 4 and 18 to our consolidated financial statements for a tabular presentation of the minimum rental payments due to us by tenants pursuant to tenant contracts without consideration of tenant renewal options as of December 31, 2025 and discussion of the DISH default and termination, respectively.
Our core business is providing access, including space or capacity, to our shared communications infrastructure via long-term tenant contracts in the U.S. We believe our communications infrastructure is integral to our tenants' networks and organizations. See "Item 1. Business—Strategy." 6 Towers Segment.
MD&A—Results of Operations" and note 15 to our consolidated financial statements. Our core business is providing access, including space or capacity, to our towers via long-term tenant contracts in the U.S. We believe our towers are integral to our tenants' networks and organizations. See "Item 1.
NEPA regulations require applicants to investigate the potential environmental impact of the proposed tower or small cells construction. If the FCC determines that the proposed tower or small cells construction or modification presents a significant environmental impact, the FCC is required to prepare an environmental impact statement, which is subject to public comment.
If the FCC determines that the proposed tower construction or modification presents a significant environmental impact, the FCC is required to prepare an environmental impact statement, which is subject to public comment. Such determination could significantly delay the FCC's approval of the construction or modification.
Risk Factors" and note 16 to our consolidated financial statements for further discussion of our Restructuring Plans, which resulted in a reduction of total employee headcount. 9 Regulatory and Environmental Matters We are required to comply with a variety of federal, state and local regulations and laws in the U.S., including FCC and Federal Aviation Administration ("FAA") regulations and those discussed under "—Environmental" below.
Regulatory and Environmental Matters We are required to comply with a variety of federal, state and local regulations and laws in the U.S., including FCC and Federal Aviation Administration ("FAA") regulations and those discussed under "—Environmental" below.
As of January 31, 2025, we employed approximately 3,900 people, all of whom were based in the U.S. From time to time, we also add contingent workers to support our business. We believe attracting, developing and retaining talented employees is paramount to serving our customers and our communities and creating value for our stockholders.
From time to time, we also add contingent workers to support our business. We believe attracting, developing and retaining talented employees is paramount to serving our customers and our communities and creating value for our stockholders.
Collectively, these three tenants accounted for approximately three-fourths of our 2024 site rental revenues. See "Item 1A. Risk Factors" for risks associated with our dependence on a small number of customers and note 14 to our consolidated financial statements. For 2024, our site rental revenues by tenant were as follows: Sales and Marketing.
Risk Factors" for risks associated with our dependence on a small number of customers and note 15 to our consolidated financial statements. For 2025, our site rental revenues by tenant were as follows: Sales and Marketing. Our sales organization markets our towers with the objective of contracting access with tenants to existing towers.
Sales personnel in our local offices develop and maintain relationships with our tenants that are expanding their networks, entering new markets, seeking new or additional communication infrastructure offerings, bringing new technologies to market or requiring maintenance or add-on business.
These directors work to develop new business opportunities, as well as to ensure that tenants' needs are efficiently translated into new contracts for our towers. Sales personnel develop and maintain relationships with our tenants that are expanding their networks, entering new markets, seeking new or additional tower offerings, bringing new technologies to market or requiring maintenance or add-on business.
We face competition for site rental tenants from various sources, including (1) other independent communications infrastructure owners or operators, including competitors that own, operate, or manage towers, rooftops, broadcast or transmission towers, utility poles, fiber (including non-traditional competitors, such as cable providers) or small cells, (2) tenants who elect to self-perform or (3) new alternative deployment methods for communications infrastructure.
We face competition for site rental tenants from various sources, including (1) other independent tower owners or operators, including competitors that own, operate, or manage towers, rooftops, broadcast or transmission towers, (2) owners or operators of small cells, including the operators of our small cell assets following the closure of our Strategic Fiber Transaction, (3) tenants who own or operate their own towers or (4) new alternative deployment methods for towers.
Additional Site Rental Information. For both our Towers and Fiber segments, we have existing master agreements with our largest tenants, including T-Mobile, AT&T and Verizon Wireless. Such agreements provide certain terms (including economic terms) that govern underlying contracts (entered into during the term of the master agreements) regarding the right to use our communications infrastructure by such tenants.
Such agreements provide certain terms (including economic terms) that govern underlying contracts (entered into during the term of the master agreements) regarding the right to use our towers by such tenants.
Together, our board of directors and executive management team define our strategic approach to managing actual and potential impacts of significant ESG risks and opportunities. Additional information regarding our sustainability initiatives and progress is also available through the Investors section of our website at https://investor.crowncastle.com.
Additional information regarding our sustainability initiatives and progress is also available through the Investors section of our website at https://investor.crowncastle.com.
See note 16 to our consolidated financial statements for a discussion of the July 2023 restructuring ("2023 Restructuring Plan"), which included discontinuing tenant equipment installations and subsequent augmentations (collectively, "installation services") as a Towers product offering and (2) the June 2024 restructuring plan ("2024 Restructuring Plan," and together with the 2023 Restructuring Plan, "Restructuring Plans").
See note 17 to our consolidated financial statements for a discussion of the July 2023 restructuring plan, which included discontinuing installation services as a towers product offering. In 2025, our services and other revenues primarily related to site development services.
State authorizations may help promote access to public rights-of-way, which is beneficial to the timely deployment of fiber and small cells, and often allow us to deploy such infrastructure in locations where zoning restrictions might otherwise delay, restrict, or prevent building or expanding traditional wireless tower and rooftop sites. See "Item 1A.
Certain of our subsidiaries hold state authorizations to provide intrastate telecommunication services in addition to FCC authorization to provide domestic interstate telecommunication services. State authorizations often allow us to deploy such infrastructure in locations where zoning restrictions might otherwise delay, restrict, or prevent building or expanding traditional wireless tower and rooftop sites. See "Item 1A.
We plan to continue investing in projects that are both good for our business and good for the environment. The Nominating, Environmental, Social and Governance Committee assists the board of directors with ESG oversight. Our executive management team and senior management keep our board of directors apprised of our ESG priorities, goals and initiatives.
We currently maintain annual sustainability targets in our senior unsecured credit facility. 8 The Nominating and Governance Committee assists the board of directors with sustainability oversight. Our executive management team and senior management keep our board of directors apprised of our sustainability priorities, goals and initiatives.
Our Towers tenant contracts and pricing are not influenced by whether or not we perform the site development services. As of December 31, 2024, the average number of tenants (calculated as a unique license together with any related amendments thereto) per tower was approximately 2.4. Fiber Segment.
As of December 31, 2025, the average number of tenants (calculated as a unique license together with any related amendments thereto) per tower was approximately 2.4. Additional Site Rental Information. We have existing master agreements with our largest tenants, including T-Mobile, AT&T and Verizon Wireless.
The Company Virtually all of our operations in both our Towers and Fiber operating segments are located in the U.S. For more information about our operating segments, see "Item 7. MD&A—Results of Operations" and note 14 to our consolidated financial statements.
The Company Virtually all of our towers operations are located in the U.S. Following the classification of the Fiber Business as discontinued operations, the Company has one reportable segment, which is also its single operating segment, that constitutes consolidated results consisting of its towers operations. For more information, see "Item 7.
Approximately 40% of our site rental costs of operations consists of Towers ground lease expenses, and the remainder primarily includes fiber access expenses (primarily leases of fiber assets and other access agreements to facilitate our communications infrastructure), repairs and maintenance, employee compensation or related benefit costs, property taxes, and utilities.
Approximately 75% of our site rental costs of operations, exclusive of depreciation, amortization, and accretion, which is shown separately, consists of ground lease expenses, and the remainder includes employee compensation or related benefit costs, property taxes, repairs and maintenance, and utilities. Assuming current leasing activity levels, our operating expenses generally tend to escalate at approximately the rate of inflation.
Additionally, we believe our ability to share our fiber assets across multiple tenants to both deploy small cells and offer fiber solutions allows us to generate cash flows and increase stockholder return. • Return cash generated by operating activities to common stockholders in the form of dividends .
We believe our towers provide an efficient and cost-effective solution for our wireless tenants' growing networks that provides an opportunity to generate cash flows and increase stockholder return. • Return cash generated by operating activities to stockholders in the form of dividends and share repurchases .
Once constructed, our communications infrastructure requires minimal sustaining capital expenditures, including maintenance or other non-discretionary capital expenditures, which are typically between 1% and 2% of net revenues. See note 13 to our consolidated financial statements for a tabular presentation of the rental payments we owe to landlords pursuant to our operating lease agreements. Services.
We seek to add tenants to our existing towers at low incremental operating cost, delivering high incremental returns to our business. Once constructed, our towers require minimal sustaining capital expenditures, including maintenance or other non-discretionary capital expenditures, which are typically approximately 1% of net revenues.
Our Towers customers are primarily comprised of large wireless carriers that operate national networks. Our Fiber customers generally consist of large wireless carriers and organizations with high-bandwidth and multi-location demands, such as enterprise (including healthcare and financial), wholesale, government and education institutions. Our three largest tenants are T-Mobile, AT&T and Verizon Wireless.
Our largest customers are primarily comprised of wireless carriers that operate national networks. 7 Our three largest tenants are T-Mobile, AT&T and Verizon Wireless. Collectively, these three tenants accounted for approximately 90% of our 2025 site rental revenues. See "Item 1A.
As of December 31, 2024, exclusive of renewals exercisable at the tenants' option, our tenant contracts had a weighted-average remaining life of approximately six years and represented $35.9 billion of expected future cash inflows. 4 As part of our effort to provide comprehensive communications infrastructure solutions, as an ancillary business, we also offer certain services primarily relating to our Towers segment, predominately consisting of pre-construction site development services relating to existing or new tenant equipment installations, including: site acquisition, architectural and engineering, or zoning and permitting (collectively, "site development services").
Item 1. Business—The Company " for further information. As of December 31, 2025, exclusive of renewals exercisable at the tenants' option, our tenant contracts had a weighted-average remaining life of approximately six years and represented $23.7 billion of expected future cash inflows, exclusive of amounts owed from DISH Wireless L.L.C. ("DISH").
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Item 1. Business—The Company " for further information.
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See note 18 to our consolidated financial statements for a discussion of the notice of default and termination delivered to DISH.
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We believe our product offerings of towers and small cells through our shared communications infrastructure model provide a comprehensive, efficient and cost-effective solution for our wireless tenants' growing networks.
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In February 2026, we initiated a restructuring plan ("2026 Restructuring Plan") as part of our efforts to enhance the efficiency and effectiveness of our tower business. See note 18 to our consolidated financial statements for a discussion of the 2026 Restructuring Plan.
Removed
Without further legislative action, the 20% deduction applicable to qualified REIT dividends will expire on January 1, 2026. The vast majority of our assets and revenues are in the REIT. See notes 2 and 9 to our consolidated financial statements. Additionally, we have included in TRSs certain other assets and operations.
Added
This deduction was made permanent with Public Law 119-21, commonly referred to as the "One Big Beautiful Bill Act", being signed into law in the U.S. on July 4, 2025. The vast majority of our assets and revenues are in the REIT. See notes 2 and 10 to our consolidated financial statements.
Removed
Our Fiber segment consists of communications infrastructure offerings of small cells and fiber solutions. • Our small cells offload data traffic from towers and bolster our tenants' network capacity where data demand is the greatest and are typically attached to public right-of-way infrastructure, including utility poles and street lights. • We offer fiber solutions to large wireless carriers and organizations with high-bandwidth and multi-location demands.
Added
See note 14 to our consolidated financial statements for a tabular presentation of the rental payments we owe to landlords pursuant to our operating lease agreements. Services. As part of our effort to provide comprehensive tower solutions, as an ancillary business, we also offer certain services primarily relating to pre-construction site development services.
Removed
Our fiber solutions provide essential connectivity resources needed to create integrated networks and support organizations. Most of our fiber assets were acquired through transactions dating back to 2012, with the largest transactions occurring in 2017.
Added
As of January 31, 2026, we employed approximately 4,000 people, including approximately 2,500 people recorded in our discontinued operations. All of our employees are based in the U.S. See note 18 to our consolidated financial statements for a discussion of the 2026 Restructuring Plan, which will reduce our employee headcount.
Removed
Our fiber assets include those we acquired from LTS Group Holdings LLC, Inc., Wilcon Holdings LLC and FPL FiberNet Holdings, LLC and certain other subsidiaries of NextEra Energy in 2017, Quanta Fiber Networks, Inc. in 2015, and NextG Networks, Inc. in 2012.
Added
Risk Factors" and note 17 to our consolidated financial statements for further discussion of our 2023 and 2024 Restructuring Plans, which resulted in a reduction of total employee headcount in prior years.
Removed
We generally receive monthly recurring payments and, in some cases, upfront payments, from our Fiber tenants pursuant to tenant contracts with initial terms that generally vary between one to 20 years.
Removed
The average monthly rental payment from a new tenant can vary based on the amount or cost of (1) construction for initial and subsequent tenants, (2) fiber strand requirements and supply, (3) equipment at the site, (4) the market in the U.S. where the fiber is located and the competition thereof and (5) any upfront payment received.
Removed
Assuming current leasing activity levels, our cash operating expenses generally tend to escalate at approximately the rate of inflation. We seek to add tenants to our existing communications infrastructure at a low incremental operating cost, 7 delivering high incremental returns to our business.
Removed
Our sales organization markets our communications infrastructure with the objective of contracting access with tenants to existing communications infrastructure or to new communications infrastructure prior to construction.
Removed
These directors work to develop new business opportunities, as well as to ensure that tenants' communications infrastructure needs are efficiently translated into new contracts for our communications infrastructure.
Removed
Some of our largest competitors in the Towers segment are American Tower Corporation and SBA Communications Corporation. Our Fiber segment business competitors can vary significantly based on geography. Some of the larger competitors in the Fiber segment include other owners of fiber, tenants who elect to self-perform and recent and potential entrants into small cells and the fiber solutions business.
Removed
We currently maintain annual sustainability targets in our senior unsecured credit facility. Further, we have a goal to be carbon neutral for 2025 in Scope 1 and 2 emissions by continuing to invest in energy reduction initiatives, sourcing renewable energy, and, to a lesser extent, utilizing carbon credits or offsets.
Removed
Certain of our subsidiaries hold state authorizations, including authorizations to act as competitive local exchange carriers ("CLECs"), to provide intrastate telecommunication services in addition to FCC authorization to provide domestic interstate telecommunication services.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

57 edited+19 added−89 removed107 unchanged
Biggest changeIf we do not successfully operate our Fiber business model or identify or manage the related operational risks, such operations may produce results that are lower than anticipated. • Failure to timely, efficiently and safely execute on our construction projects could adversely affect our business. • New technologies may reduce demand for our communications infrastructure or negatively impact our revenues. • If we fail to retain rights to our communications infrastructure, including the rights to land under our towers and the right-of-way and other agreements related to our small cells and fiber, our business may be adversely affected. • Our services business has historically experienced significant volatility in demand, which reduces the predictability of our results. • As a result of competition in our industry, we may find it more difficult to negotiate favorable rates on our new or renewing tenant contracts. • New wireless technologies may not deploy or be adopted by tenants as rapidly or in the manner projected. • If radio frequency emissions from wireless handsets or equipment on our communications infrastructure are demonstrated to cause negative health effects, potential future claims could adversely affect our operations, costs or revenues. • Cybersecurity breaches or other information technology disruptions could adversely affect our operations, business, and reputation. • Our business may be adversely impacted by climate-related events, natural disasters, including wildfires, and other unforeseen events. • Our focus on and disclosure of our ESG position, metrics, strategy, goals and initiatives expose us to potential litigation or regulatory action and other adverse effects to our business. • Failure to attract, recruit and retain qualified and experienced employees could adversely affect our business, operations and costs. • Changes to management, including turnover of our top executives, could have an adverse effect on our business. • Actions that we are taking, or have completed, to restructure our business in alignment with our strategic priorities may not be as effective as anticipated. • Actions of activist stockholders could impact the pursuit of our business strategies and adversely affect our results of operations, financial condition, or stock price. 12 Risks Relating to Our Pending Sale of the Fiber Business: • 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.
Biggest changeIf 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. • Failure to timely, efficiently and safely execute on our construction projects could adversely affect our business. • New technologies may reduce demand for our communications infrastructure or negatively impact our revenues. • If we fail to retain rights to our communications infrastructure, including the rights to land under our towers and the right-of-way and other agreements related to our small cells and fiber, our business may be adversely affected. • Our services business has historically experienced significant volatility in demand, which reduces the predictability of our results. • As a result of competition in our industry, we may find it more difficult to negotiate favorable rates on our new or renewing tenant contracts. • New wireless technologies may not deploy or be adopted by tenants as rapidly or in the manner projected. • If radio frequency emissions from wireless handsets or equipment on our communications infrastructure are demonstrated to cause negative health effects, potential future claims could adversely affect our operations, costs or revenues. • Cybersecurity breaches or other information technology disruptions could adversely affect our operations, business, and reputation. • If we do not continue to make appropriate investments in, and effectively implement and maintain, our information technology systems and digital capabilities, our business and operating results could be adversely affected. • Our business may be adversely impacted by climate-related events, natural disasters, including wildfires, and other unforeseen events. • Failure to attract, recruit and retain qualified and experienced employees could adversely affect our business, operations and costs. • Changes to management, including turnover of our top executives, could have an adverse effect on our business. • Actions that we are taking, or have completed, to restructure our business in alignment with our strategic priorities may not be as effective as anticipated. • Actions of activist stockholders could impact the pursuit of our business strategies and adversely affect our results of operations, financial condition, or stock price. 12 Risks Relating to Our Pending Sale of the Fiber Business: • 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.
", " —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.
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.
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.
The risk, and adverse effect, of any disruption could be exacerbated by a delay in the consummation of the transaction or termination of the Strategic Fiber Agreement; • The restrictions and requirements imposed on our business and operations pursuant to certain covenants set forth in the Strategic Fiber Agreement and ancillary transaction agreements obligate us to generally conduct our business in a commercially reasonable manner and in all material respects in the ordinary course of business consistent with past practice and may prevent us from pursuing certain opportunities, entering into certain contracts with customers and suppliers, or taking certain other actions without Zayo’s and/or EQT's approval; • We may be unable to attract, recruit, retain and motivate current and prospective employees who may be uncertain about their future roles following completion of the proposed transaction, and our operations could suffer due to employee attrition or a reduction in employee productivity as a result of this uncertainty; and • 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 us could adversely affect our business, financial condition and operating results.
The risk, and adverse effect, of any disruption could be exacerbated by a delay in the consummation of the transaction or termination of the Strategic Fiber Agreement; • The restrictions and requirements imposed on our business and operations pursuant to certain covenants set forth in the Strategic Fiber Agreement and ancillary transaction agreements obligate us to generally conduct our business in a commercially reasonable manner and in all material respects in the ordinary course of business consistent with past practice and may prevent us from pursuing certain opportunities, entering into certain contracts with customers and suppliers, or taking certain other actions without Zayo’s and/or EQT's approval; • We may be unable to attract, recruit, retain and motivate current and prospective employees who may be uncertain about their future roles following completion of the proposed transaction, and our operations could suffer due to employee attrition or a reduction in employee productivity as a result of this uncertainty; and • 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 us, which could adversely affect our business, financial condition and operating results.
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, 22 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 of 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.
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, and 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 Strategic Fiber Agreement contains closing conditions and requirements with which we must comply pending the closing of the Strategic Fiber Transaction, including (1) obtaining regulatory approvals from certain U.S. regulatory and governmental authorities, including various consents, clearances under antitrust statutes, authorizations and declarations of non-objection, or expiration of waiting periods (or extensions thereof), and (2) separating each of the fiber solutions and small cell businesses from our current operations, in accordance with the terms of the Strategic Fiber Agreement.
The Strategic Fiber Agreement contains closing conditions and requirements with which we must comply pending the closing of the Strategic Fiber Transaction, including (1) obtaining regulatory approvals from certain U.S. regulatory and 23 governmental authorities, including various consents, clearances under antitrust statutes, authorizations and declarations of non-objection, or expiration of waiting periods (or extensions thereof), and (2) separating each of the fiber solutions and small cell businesses from our current operations, in accordance with the terms of the Strategic Fiber Agreement.
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, both past and future, may alter our potential exposure to the risks described above.
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 and divestitures, both past and future, may alter our potential exposure to the risks described above.
In deciding whether to grant the required regulatory approval, consent or clearance, the relevant governmental entities will consider the effect of the transaction on competition within their relevant jurisdiction. Regulatory and governmental entities may impose conditions on their respective approvals, in which case lengthy negotiations may ensue among such regulatory or 23 governmental entities, Zayo, EQT and us.
In deciding whether to grant the required regulatory approval, consent or clearance, the relevant governmental entities will consider the effect of the transaction on competition within their relevant jurisdiction. Regulatory and governmental entities may impose conditions on their respective approvals, in which case lengthy negotiations may ensue among such regulatory or governmental entities, Zayo, EQT and us.
While our Fiber operations have certain risks that are similar to our Towers operations, they also have certain operational risks (including the scalability of processes) that are different from our Towers business, including: • the use of public rights-of-way and franchise agreements; • the use of poles and conduits owned solely by, or jointly with, third parties; • risks relating to overbuilding competitive fiber assets; • risks relating to the specific markets in which we choose or plan to operate; • risks relating to construction hazards, including boring, trenching, utility and maintenance of traffic hazards; • construction management and construction-related billings to tenants; • risks relating to efficiently and rapidly adjusting the size of the personnel needed to operate our Fiber business; • risks relating to wireless carriers building their own small cell networks, or tenants utilizing their own or alternative fiber assets; • the risk of failing to optimize the use of our finite supply of fiber strands; • damage to our assets and the need to maintain, repair, upgrade and periodically replace our assets; • the risk of failing to properly maintain or operate highly specialized hardware and software; • network data security risks; • the risk of new technologies that could enable tenants to realize the same benefits with less utilization of our fiber; • potential damage to our overall reputation as a communications infrastructure provider; and • the use of CLEC status.
While our Fiber operations have certain risks that are similar to our Towers operations, they also have certain operational risks (including the scalability of processes) that are different from our Towers business, including: • the use of public rights-of-way and franchise agreements; • the use of poles and conduits owned solely by, or jointly with, third parties; • risks relating to overbuilding competitive fiber assets; • risks relating to the specific markets in which we choose or plan to operate; • risks relating to construction hazards, including boring, trenching, utility and maintenance of traffic hazards; • construction management and construction-related billings to tenants; • risks relating to efficiently and rapidly adjusting the size of the personnel needed to operate our Fiber business; • risks relating to wireless carriers building their own small cell networks, or tenants utilizing their own or alternative fiber assets; • the risk of failing to optimize the use of our finite supply of fiber strands; • damage to our assets and the need to maintain, repair, upgrade and periodically replace our assets; • the risk of failing to properly maintain or operate highly specialized hardware and software; • network data security risks; • the risk of new technologies that could enable tenants to realize the same benefits with less utilization of our fiber; • potential damage to our overall reputation as a communications infrastructure provider; and • the use of competitive local exchange carrier ("CLEC") status.
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.
We could be negatively impacted by 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.
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.
", " —Completion of the Strategic Fiber Transaction is subject to the conditions contained in the Strategic Fiber Agreement, including regulatory approvals, which may 22 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 quality of our performance on such construction projects depends in large part upon our ability to manage (1) the associated tenant relationship and (2) the project itself by timely deploying and properly managing appropriate internal and external project resources.
The quality of our performance on such construction projects depends in large part upon our ability to manage (1) the 16 associated tenant relationship and (2) the project itself by timely deploying and properly managing appropriate internal and external project resources.
We have the option to purchase 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.
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.
Even if we do have available capital, we may choose not to exercise our 17 right to purchase these towers or some or all of the T-Mobile or AT&T towers for business or other reasons.
Even if we do have available capital, we may choose not to exercise our right to purchase these towers or some or all of the T-Mobile or AT&T towers for business or other reasons.
The loss of any one of our largest tenants, including DISH, 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.
The loss of any one of our three largest 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.
Furthermore, the Restructuring Plans may result in unintended consequences, including: • employee attrition beyond the intended reduction in force; • damage to our corporate culture and decreased employee morale and productivity among our remaining employees; • diversion of management attention; • adverse effects to our reputation as an employer (which could make it more difficult for us to hire new employees in the future); • loss of institutional knowledge and expertise of departing employees; • inability to timely and efficiently scale our workforce in response to shifting demand in our business; and • potential failure or delays to meet operational and growth targets due to the loss of qualified employees.
Furthermore, the actions may result in unintended consequences, including: • employee attrition beyond the intended reduction in force; • damage to our corporate culture and decreased employee morale and productivity among our remaining employees; • diversion of management attention; • adverse effects to our reputation as an employer (which could make it more difficult for us to hire new employees in the future); • loss of institutional knowledge and expertise of departing employees; • inability to timely and efficiently scale our workforce in response to shifting demand in our business; and • potential failure or delays to meet operational and growth targets due to the loss of qualified employees.
See note 16 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 Towers product offering.
See note 17 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 towers product offering.
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 delays from municipalities and utility companies that result in longer construction timelines than expected, which impact our ability to timely deliver on our projects.
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 delays, 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.
If we experience any of these adverse consequences, the Restructuring Plans 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.
If we experience any of these adverse consequences, the actions 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.
Among other things, such transactions and activities may: • disrupt our business relationships with our tenants and landlords, depending on the nature of or counterparty to such transactions and activities; • divert capital and the time or attention of management away from other business operations, including as a result of post-transaction integration activities; • fail to achieve revenue or margin targets, operational synergies or other benefits contemplated; • increase operational risk or volatility in our business; • temporarily decrease the volume of our business; • not result in the benefits management had expected to realize from such expansion and development activities, or those benefits may take longer to realize than expected; • impact our cost structure and result in the need to hire additional employees; • increase demands on current employees or result in current or prospective employees experiencing uncertainty about their future roles with us, which might adversely affect our ability to retain or attract key employees; or • result in the need for additional TRSs or contributions of certain assets to TRSs, which are subject to federal and state corporate income taxes. 15 Our Fiber business model contains certain differences from our Towers business model, resulting in different operational risks.
Among other things, such transactions and activities may: • disrupt our business relationships with our tenants and landlords, depending on the nature of or counterparty to such transactions and activities; • divert capital and the time or attention of management away from other business operations, including as a result of post-transaction integration activities; • fail to achieve revenue or margin targets, operational synergies or other benefits contemplated; • increase operational risk or volatility in our business; • temporarily decrease the volume of our business; • not result in the benefits management had expected to realize from such expansion and development activities, or those benefits may take longer to realize than expected; 15 • impact our cost structure and result in the need to hire additional employees; • increase demands on current employees or result in current or prospective employees experiencing uncertainty about their future roles with us, which might adversely affect our ability to retain or attract key employees; or • result in the need for additional TRSs or contributions of certain assets to TRSs, which are subject to federal and state corporate income taxes.
In addition, other technologies, such as WiFi, blimps, satellite (such as low earth orbiting) and mesh transmission systems may, in the future, 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, other technologies, such as WiFi, satellite (such as low earth orbiting) and mesh transmission systems may serve as substitutes for, or alternatives to, leasing on communications infrastructure that might otherwise be anticipated or expected had such technologies not existed.
Approximately 10% of our towers site rental gross margin for the year ended December 31, 2024 was derived from towers where the leases for the land under such towers had final expiration dates of less than 10 years.
Approximately 10% of our towers Adjusted Site Rental Gross Margin for the year ended December 31, 2025 was derived from towers where the leases for the land under such towers had final expiration dates of less than 10 years.
As of December 31, 2024, approximately 54% of our towers were leased or subleased or operated and managed under master leases, subleases, or other agreements with AT&T and T-Mobile (including those which T-Mobile assumed in its merger with Sprint). We have the option to purchase these towers at the end of their respective lease terms.
As of December 31, 2025, approximately 55% of our towers were leased or subleased or operated and managed under master leases, subleases, or other agreements with AT&T and T-Mobile (including those which T-Mobile assumed in its merger 17 with Sprint). We have the option to purchase these towers at the end of their respective lease terms.
As such, we may not realize, in full or in part, or sustain, the anticipated benefits from the Restructuring Plans or do so within the expected time frame, and anticipated benefits may not be adequate to meet our long-term profitability and operational expectations.
As such, we may not realize, in full or in part, or sustain, the anticipated benefits from these actions or do so within the expected time frame, and anticipated benefits may not be adequate to meet our long-term profitability and operational expectations.
Item 1A. Risk Factors You should carefully consider all of the risks described below, as well as the other information contained in this document, when evaluating your investment in our securities. Summary of Risk Factors The following summarizes our material risk factors.
Item 1A. Risk Factors You should carefully consider all of the risks described below, as well as the other information contained in this document, when evaluating your investment in our securities. Summary of Risk Factors The following summarizes our material risk factors, including risk factors relating to our Fiber Business.
In addition, we may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur, including in connection with the execution of these actions.
In undertaking these actions we may incur other charges or cash expenditures not initially contemplated due to unanticipated events that may occur, including in connection with the execution of these actions.
In addition, our ability to realize the expected benefits from the Restructuring Plans is subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control.
In addition, our ability to realize the expected benefits from these actions is subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control.
We anticipate that this consolidation will result in approximately $200 million in Towers non-renewals in 2025, with 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.
This consolidation resulted in approximately $200 million in Towers non-renewals in 2025, and 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 have made certain assumptions in estimating the anticipated savings we expect to achieve under the Restructuring Plans, 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.
We make certain assumptions in estimating the anticipated savings we expect to achieve under these 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.
MD&A—Liquidity and Capital Resources" ; • we may have limited flexibility in planning for, or reacting to, changes in our business or in the industry; • we may have a competitive disadvantage relative to other companies in our industry with less debt; • we may be adversely impacted by changes in interest rates (see below); • we may be adversely impacted by changes to credit ratings related to our debt instruments; • we may be required to issue equity securities or securities convertible into equity securities or sell some of our assets, possibly on unfavorable terms, in order to meet our debt payment obligations; • we may be limited in our ability to take advantage of strategic business opportunities, including communications infrastructure development or mergers and acquisitions; and • we could fail to remain qualified for taxation as a REIT due to limitations on our ability to declare and pay dividends to stockholders as a result of restrictive covenants in our debt instruments. 24 From March 2022 until recently, the Federal Reserve repeatedly raised the federal funds rate, which adversely impacted the interest rates on our variable rate debt and refinancings of fixed rate debt.
MD&A—Liquidity and Capital Resources" ; • we may have limited flexibility in planning for, or reacting to, changes in our business or in the industry; • we may have a competitive disadvantage relative to other companies in our industry with less debt; • we may be adversely impacted by changes in interest rates (see below); • we may be adversely impacted by changes to credit ratings related to our debt instruments; • we may be required to issue equity securities or securities convertible into equity securities or sell some of our assets, possibly on unfavorable terms, in order to meet our debt payment obligations; • we may be limited in our ability to take advantage of strategic business opportunities, including communications infrastructure development or mergers and acquisitions; and • we could fail to remain qualified for taxation as a REIT due to limitations on our ability to declare and pay dividends to stockholders as a result of restrictive covenants in our debt instruments.
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 are expected to be completed for the employee headcount reduction in 2025 and office closures in 2033.
The actions associated with the 2024 Restructuring Plan and related charges were substantially completed and recorded by December 31, 2024, while the payments were substantially completed for the employee headcount reduction in 2025 and are expected to be completed for office closures by 2033.
If the Strategic Fiber Transaction does not close, we may suffer consequences that could adversely affect our ongoing and future business, financial condition, operating results, cash flows and stock price, and our stockholders would be exposed to additional risks, including for example: • To the extent that the current market price of our stock reflects an assumption that the transaction will be completed, the price of our common stock could decrease; • Investor confidence in us could decline and stockholder litigation could be brought against us; • We have incurred significant costs, including professional services fees and other transaction costs, in connection with the proposed transaction that we would be unable to recover, and devoted substantial commitments of time and resources by our management and employees, which could have otherwise been devoted to day-to-day operations and other opportunities that could have been beneficial to us as an independent company; and • There can be no assurance that our business, relationships with other parties, liquidity or financial condition will not be adversely affected, as compared to the condition prior to the announcement of the transaction, if the transaction is delayed or not consummated.
If the Strategic Fiber Transaction does not close, we may suffer consequences that could adversely affect our ongoing and future business, financial condition, operating results, cash flows and stock price, and our stockholders would be exposed to additional risks, including for example: • To the extent that the current market price of our stock reflects an assumption that the transaction will be completed, the price of our common stock could decrease; • Investor confidence in us could decline and stockholder litigation could be brought against us; • We have incurred significant costs, including professional services fees and other transaction costs, in connection with the proposed transaction that we would be unable to recover, and devoted substantial commitments of time and resources by our management and employees, which could have otherwise been devoted to day-to-day operations and other opportunities that could have been beneficial to us as an independent company; and • There can be no assurance that our business, relationships with other parties, liquidity or financial condition will not be adversely affected, as compared to the condition prior to the announcement of the transaction, if the transaction is delayed or not consummated. 24 Risks Relating to Our Debt and Equity Our substantial level of indebtedness could adversely affect our ability to react to changes in our business, and the terms of our debt instruments limit our ability to take a number of actions that our management might otherwise believe to be in our best interests.
Our three largest tenants are T-Mobile, AT&T and Verizon Wireless. In addition to our three largest tenants, we also derive a meaningful portion of our revenues and anticipated future growth from DISH Network Corporate ("DISH").
Our three largest tenants are T-Mobile, AT&T and Verizon Wireless. In addition to our three largest tenants, we also derived a meaningful portion of our revenues and previously anticipated future growth from DISH.
During both 2023 and 2024, due primarily to our discontinuation of installation services as a Towers product offering previously announced in July 2023, services and other revenues decreased by 36% and 53%, respectively, when compared to years ended December 31, 2022 and 2023, respectively. We continue to offer site development services on our towers.
During both 2024 and 2025, due primarily to our discontinuation of installation services as a towers product offering previously announced in July 2023, services and other revenues decreased by 54% and 49%, respectively, when compared to year ended December 31, 2023. We continue to offer site development services on our towers.
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 million, which payments, if such option is exercised, would be due prior to 2032 (less than $12 million would be due before 2029).
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 $373 million as of December 31, 2025, which payments, if such option is exercised, would be due prior to 2032 (less than $5 million would be due before 2029).
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.
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.
In connection with our construction projects, we generally bear the risk of cost over-runs, labor availability and productivity, and contractor pricing and performance. 16 In addition, the construction projects (including modifications of existing communications infrastructure) can pose certain safety risks, including: • risks resulting from elevated work, including falling hazards; • risks of third-party non-compliance with safety regulations, industry best practices or other applicable standards; • risks associated with utility hazards, including gas line, electrical or sewage strikes, which may result in explosions, electrocution and other potentially catastrophic events; and • risk of potential wildfires, including due to welding, grinding, cutting, or other construction activity.
In addition, the construction projects (including modifications of existing communications infrastructure) can pose certain safety risks, including: • risks resulting from elevated work, including falling hazards; • risks of third-party non-compliance with safety regulations, industry best practices or other applicable standards; • risks associated with utility hazards, including gas line, electrical or sewage strikes, which may result in explosions, electrocution and other potentially catastrophic events; and • risk of potential wildfires, including due to welding, grinding, cutting, or other construction activity.
Approximately half of such towers have an initial term of 32 years (through May 2037), and we have the option to purchase in 2037 all (but not less than all) of such leased and subleased towers from T-Mobile for approximately $2.3 billion.
In 2037, we have the option to purchase all (but not less than all) of approximately half of such leased and subleased towers from T-Mobile for approximately $2.3 billion.
In addition, if we fail to comply with our covenants, our debt could be accelerated. We have a substantial amount of indebtedness (approximately $23.8 billion as of March 12, 2025). See "Item 7. MD&A—Liquidity and Capital Resources" for a tabular presentation of our contractual debt maturities.
In addition, if we fail to comply with our covenants, our debt could be accelerated. We have a substantial amount of indebtedness (approximately $24.2 billion as of February 19, 2026). See "Item 7. MD&A—Liquidity and Capital Resources" for a tabular presentation of our contractual debt maturities.
These cancellations resulted in a $106 million asset write-down charge in the fourth quarter of 2024. Furthermore, the industries in which our tenants operate (particularly those in the wireless industry) could experience a slowdown or slowing growth rates as a result of numerous factors, including a reduction in consumer demand for data or general economic conditions.
Furthermore, the industries in which our tenants operate (particularly those in the wireless industry) could experience a slowdown or slowing growth rates as a result of numerous factors, including a reduction in consumer demand for data or general economic conditions.
Additional information concerning these towers and the applicable purchase options as of December 31, 2024 is as follows: • 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.
Additional information concerning these towers and the applicable purchase options as of December 31, 2025 is as follows: • 22% of our towers are leased or subleased or operated and managed under a master lease or other related agreements with AT&T.
Recently, the Federal Reserve has started to loosen its monetary policy by lowering the federal funds rate; however, any 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.
Any 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 "
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. Our business may be adversely impacted by climate-related events, natural disasters, including wildfires, and other unforeseen events.
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.
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.) ", 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.
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.
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 and Chief Financial Officer, effective March 2025. We also have experienced and may continue to experience the departure and transition of other members of our executive management team.
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 ("CFO"), effective March 2025. In March 2025, we appointed Sunit Patel as EVP and CFO, effective April 2025.
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 in 2032.
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.
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 21 our total employee headcount by more than 10% and the closing of certain offices.
The remaining payments for the office space consolidation will be completed by 2032. 21 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.
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.
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.
While we currently maintain insurance policies that include coverage in the event of natural disasters and other unforeseen events, including possible incidents in which our actions (or the actions of those acting on our behalf) contribute to such events, there can be no assurances that such coverage will be adequate to cover exposure from such events.
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. 20 While we currently maintain insurance policies that include coverage in the event of natural disasters and other unforeseen events, including possible incidents in which our actions (or the actions of those acting on our behalf) contribute to such events, there can be no assurances that such coverage will be adequate to cover exposure from such events.
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, our reliance on cloud- or internet-based services and on remote 19 access to information systems increases our exposure to potential cybersecurity incidents.
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 2023 Restructuring Plan included reducing our total employee headcount by approximately 15%, discontinuing installation services as a Towers 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.
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 towers product offering, and consolidating office space.
If we do not successfully operate our Fiber business model or identify or manage the related operational risks, 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 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.
Our executive officers are at-will employees; as such, their employment with us could terminate at any time, and any such departure could be particularly disruptive in light of the recent leadership changes. If we are unable to mitigate these or other similar risks, our business, results of operations and financial condition may be adversely affected.
Further, we have increased our dependency on the remaining members of our executive management team to facilitate a smooth transition in leadership roles. Our executive officers are at-will employees; as such, their employment with us could terminate at any time, and any such departure could be particularly disruptive in light of the recent leadership changes.
These leadership changes may be inherently difficult to manage and may hamper our ability to meet our financial and operational goals as new management becomes familiar with their roles and the business. Such changes may also result in added costs, uncertainty concerning our future direction, decreased employee morale, and the loss of personnel with deep institutional knowledge and industry relationships.
We also have experienced and may continue to experience the departure and transition of other members of our executive management team. These leadership changes may be inherently difficult to manage and may hamper our ability to meet our financial and operational goals as new management becomes familiar with their roles and the business.
Actions that we are taking, or have completed, to restructure our business in alignment with our strategic priorities may not be as effective as anticipated. 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.
If we are unable to mitigate these or other similar risks, our business, results of operations and financial condition may be adversely affected. Actions that we are taking, or have completed, to restructure our business in alignment with our strategic priorities may not be as effective as anticipated.
We expect an additional impact of approximately $45 million in aggregate Fiber non-renewals to occur in 2025 and in subsequent years. See "Item 1. Business—The Company" and note 14 to our consolidated financial statements for further information regarding our largest tenants.
We expect an additional impact of approximately $40 million in aggregate Fiber non-renewals to occur in 2026 and in subsequent years, until the closing of the Strategic Fiber Transaction.
Any of the foregoing could result in significant disruptions to our operations and impact our ability to execute on our strategy and pursue strategic initiatives. Further, we have increased our dependency on the remaining members of our executive management team to facilitate a smooth transition in leadership roles.
Such changes may also result in added costs, uncertainty concerning our future direction, decreased employee morale, and the loss of personnel with deep institutional knowledge and industry relationships. Any of the foregoing could result in significant disruptions to our operations and impact our ability to execute on our strategy and pursue strategic initiatives.
Removed
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.
Added
On January 12, 2026, we delivered a notice of default and termination to DISH relating to our Master Lease Agreement and underlying agreements with DISH as a result of DISH failing to make required payments and defaulting on its obligations under the agreements.
Removed
Our Fiber segment represented 33% and 34% of our site rental revenues for the years ended December 31, 2024 and 2023, respectively.
Added
As a result of the termination, we assert in the notice that DISH owes us all remaining payments under these agreements, which total in excess of $3.5 billion.
Removed
The remainder of such towers have a weighted-average initial term of approximately 28 years, weighted based on towers site rental gross margin.
Added
As of December 31, 2025, associated with our agreements with DISH, we had recorded on our consolidated balance sheet approximately $50 million within "Receivables, net" and approximately $150 million within "Deferred site rental receivables," partially offset by approximately $34 million recorded within "Deferred revenues" and "Other long-term liabilities." We expect the total net balance sheet impact of approximately $165 million will ultimately be recoverable, and accordingly no adjustments have been made to reserve such net amount as of December 31, 2025.
Removed
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, disruption in operations, damage to our reputation, negative market perception, or costly response measures, which could adversely affect our business.
Added
We do not intend to recognize additional revenue under these agreements pending further developments with respect to this matter. See "Item 1. Business—The Company" and note 15 to our consolidated financial statements for further information regarding our largest tenants.
Removed
Our focus on and disclosure of our ESG position, metrics, strategy, goals and initiatives expose us to potential litigation or regulatory action and other adverse effects to our business. In recent years, certain of our investors, tenants, employees and other stakeholders have increased their focus on ESG matters and disclosure.
Added
In connection with our construction projects, we generally bear the risk of cost over-runs, labor availability and productivity, and contractor pricing and performance.
Removed
In response, we have published ESG reports and related materials and made other public announcements regarding our ESG position, initiatives and goals.
Added
The increased prevalence of AI may 19 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.
Removed
Our ESG metrics, initiatives and goals, and progress against those goals, may be based on standards that are still developing and that may not be uniformly adopted or applied by other companies, processes and internal controls that continue to evolve, potentially missing or deficient third-party data, wide range of acceptable estimation techniques, and estimates and assumptions that are subject to a greater degree of uncertainty and may change more frequently than those underlying our financial metrics.
Added
Further, our reliance on cloud- or internet-based services and on remote access to information systems increases our exposure to potential cybersecurity incidents.
Removed
Our ESG initiatives and goals may be difficult to implement, may lead to increased scrutiny by policymakers and stakeholders, may be contrary to interests of other stakeholders and may increase operating costs and result in changes to certain of our operations, assets and processes.
Added
If we do not continue to make appropriate investments in, and effectively implement and maintain, our information technology systems and digital capabilities, our business and operating results could be adversely affected.
Removed
In addition, we are subject to, and may become subject to additional, climate change-based and other ESG-related laws, regulations and policies, with varying scopes and complexity, such as the SEC's climate-related disclosure rules and the State of California's carbon and climate disclosure laws, that have increased, and could further increase, compliance burdens and associated costs.
Added
Our business relies on information technology ("IT") systems to support key operational, commercial, and financial processes, including site and asset management, leasing and contract administration, billing and collections, construction and supply chain activities, regulatory compliance, and financial reporting.
Removed
Applicable laws, regulations and policies in some jurisdictions may conflict with those in other jurisdictions. In addition, regulators may interpret and apply laws, regulations and policies in a manner inconsistent with previous interpretation and application.
Added
Our industry continues to experience increasing operational complexity and growing reliance on digital tools, automation, data analytics, and integrated systems, including the use of artificial intelligence. We continue to seek to drive organizational improvement through digital transformation initiatives and modernizing our legacy IT systems.
Removed
Failure to comply with any legislation, regulation or policy, including as a result of good faith 20 interpretations that may differ from those taken by the relevant enforcement authorities, could potentially result in substantial fines, criminal sanctions, reputational harm or operational changes.
Added
If we do not invest in modernizing our IT systems or fail to effectively execute our digital transformation initiatives, we may experience operational inefficiencies, higher operating costs, reduced scalability, and limitations on our ability to respond to customer requirements or support deployment activity.
Removed
Our focus and disclosure of our ESG goals and initiatives – including achievement of or failure to achieve such goals and initiatives, accurately reporting our metrics or adherence to prior public statements – exposes us to potential litigation or regulatory action, which may materially adversely affect our business, results of operations, financial condition and stock price.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

4 edited+2 added−11 removed9 unchanged
Biggest changeOur CISO has over 25 years of cybersecurity experience, including having served as Chief Technology Officer/CISO and co-founder of two cybersecurity companies, during which time he provided cybersecurity consulting services to Fortune 500 companies and taught a digital and network forensics course at the National Computer Forensics Institute.
Biggest changeOur CISO has over 25 years of cybersecurity experience, including as Chief Technology Officer/CISO and co-founder of two cybersecurity companies and as the Director of Security Services for a large network infrastructure company. The CISO periodically reports to the Audit Committee regarding cybersecurity risk exposure and risk mitigation strategies.
Our CISO is informed about and monitors prevention, detection, mitigation, and remediation efforts through regular communication with and reporting from the enterprise security team, many of whom hold cybersecurity certifications, and through the use of technological tools and software and results from third-party assessments. Our CISO and CIO have extensive experience assessing and managing cybersecurity programs and cybersecurity risk.
Our CISO is informed about and monitors prevention, detection, mitigation, and remediation efforts through regular communication with and reporting from the enterprise security team, many of whom hold cybersecurity certifications, and through the use of technological tools and software and results from third-party assessments. Our CISO has extensive experience assessing and managing cybersecurity programs and risk.
While we have not, as of the date of this 2024 10-K, experienced a cybersecurity threat or incident that resulted in a material adverse impact to our business or operations, there can be no guarantee that we will not experience such an incident in the future. See "Risk Factors" for more information on our cybersecurity risks. 30 Item 2.
While we have not, as of the date of this 2025 Form 10-K, experienced a cybersecurity threat or incident that resulted in a material adverse impact to our business or operations, there can be no guarantee that we will not experience such an incident in the future. See " Item 1A.
The CIO periodically reports to the Audit Committee regarding cybersecurity risk exposure and risk mitigation strategies. The board of directors also may review and assess cybersecurity risks in connection with its review of our company's mission critical risks.
The board of directors also may review and assess cybersecurity risks as part of its role in overseeing the Company's enterprise risk management, including in connection with its review of the Company's mission critical risks.
Removed
Our CISO reports directly to our Executive Vice President and Chief Information Officer ("CIO"), who reports to our CEO.
Added
The Audit Committee oversees the Company's internal controls regarding cybersecurity and reviews with management the Company’s significant cybersecurity and other information technology risks, controls and procedures, including internal policies, plans and processes to monitor, mitigate or remediate such risks.
Removed
Prior to joining our company, our CISO served as the Director of Security Services for a large network infrastructure company, and our CIO was responsible for network security policies, technology, and operations, including intrusion detection systems and conduct penetration testing, at another large public company.
Added
Risk Factors " for more information on our cybersecurity-related risks. 30
Removed
Properties Communications Infrastructure We own, lease or manage more than 40,000 towers geographically dispersed throughout the U.S. Towers are vertical metal structures generally ranging in height from 50 to 300 feet. Our tenants' wireless equipment may be placed on towers, building rooftops and other structures.
Removed
Our towers are located on tracts of land that support the towers, equipment shelters and, where applicable, guy-wires to stabilize the tower. Additionally, we own or lease approximately 90,000 route miles of fiber primarily supporting our (1) approximately 105,000 small cell nodes either currently generating revenue or under contract and (2) fiber solutions.
Removed
The majority of our fiber assets are located in major metropolitan areas, including a presence in most major U.S. markets. Our small cells and fiber are typically located outdoors and are often attached to public right-of-way infrastructure, including utility poles or street lights. See the following for further information regarding our communications infrastructure: • "Item 1.
Removed
Business—Overview" for information regarding our tower and fiber portfolios and the pending sale of the Fiber Business. • "Item 7. MD&A—Liquidity and Capital Resources—Material Cash Requirements" for information regarding our lease obligations. • "Schedule III - Schedule of Real Estate and Accumulated Depreciation" for further information on our productive properties.
Removed
Approximately 54% of our towers are leased or subleased or operated and managed under master leases, subleases, or other agreements with AT&T and T-Mobile (including those which T-Mobile assumed in its merger with Sprint). We have the option to purchase these towers at the end of their respective lease terms. We have no obligation to exercise such purchase options.
Removed
See note 4 to our consolidated financial statements and "Item 1A. Risk Factors" for a further discussion. Substantially all of our communications infrastructure can accommodate additional tenancy, either as currently constructed or with appropriate modifications.
Removed
Additionally, if so inclined as a result of a request for a tenant addition, we could generally replace an existing tower with another tower, replace a small cell network antenna with another antenna or overlay additional fiber in order to provide additional coverage or capacity, subject to certain restrictions.
Removed
Offices Our principal corporate headquarters is owned and located in Houston, Texas. In addition, we have offices throughout the U.S. in locations convenient for the management and operation of our communications infrastructure, with significant consideration being given to the amount of our communications infrastructure located in a particular area.
Removed
We believe that our facilities are suitable and adequate to meet our anticipated needs. See "Item 1. Business—Overview" for further discussion of the pending sale of the Fiber Business, which includes the sale of certain of our office buildings.

Item 2. Properties

Properties — owned and leased real estate

0 edited+10 added−13 removed0 unchanged
Removed
Item 2. MD&A—Results of Operations " for further discussion of the 2024 Restructuring Plan, which resulted in, among other things, an increase in return thresholds on new growth opportunities in the Fiber segment and a reduction in Fiber segment capital expenditures for full year 2024.
Added
Item 2. Properties Towers We own, lease or manage approximately 40,000 towers geographically dispersed throughout the U.S. Towers are vertical metal structures generally ranging in height from 50 to 300 feet. Our tenants' wireless equipment may be placed on towers, building rooftops and other structures.
Removed
We seek to fund our discretionary investments with both cash generated by operating activities and cash available from financing capacity, such as the use of our availability under our 2016 Revolver, issuances under our CP Program, debt financings and issuances of equity or equity-related securities, including under our 2024 ATM Program or any similar successor program.
Added
Our towers are located on tracts of land that support the towers, equipment shelters and, where applicable, guy-wires to stabilize the tower. See the following for further information regarding our towers: • "Item 1. Business—Overview" for information regarding our tower and fiber portfolios and the pending sale of the Fiber Business. • "Item 7.
Removed
We seek to maintain a capital structure that we believe drives long-term stockholder value and optimizes our weighted-average cost of capital. Additionally, we expect to maintain an investment grade credit profile.
Added
MD&A—Liquidity and Capital Resources—Material Cash Requirements" for information regarding our lease obligations. • "Schedule III - Schedule of Real Estate and Accumulated Depreciation" for further information on our productive properties.
Removed
Our contractual debt maturities over the next 12 months, consist of (1) Commercial Paper Notes, of which we had $1.1 billion outstanding as of March 12, 2025, (2) the 1.350% senior unsecured notes due July 2025 ("1.350% Senior Notes") and (3) principal payments on certain outstanding debt.
Added
Approximately 55% of our towers are leased or subleased or operated and managed under master leases, subleases, or other agreements with AT&T and T-Mobile (including those which T-Mobile assumed in its merger with Sprint). We have the option to purchase these towers at the end of their respective lease terms. We have no obligation to exercise such purchase options.
Removed
We currently expect to refinance $700 million of Tower Revenue Notes, Series 2015-2 on or prior to the anticipated repayment date on May 15, 2025.
Added
See note 5 to our consolidated financial statements and "Item 1A. Risk Factors" for a further discussion. Substantially all of our towers can accommodate additional tenancy, either as currently constructed or with appropriate modifications.
Removed
Amounts available under our CP Program may be repaid and re-issued from time to time and we intend to maintain available commitments under our 2016 Revolver in an amount at least equal to the amount of Commercial Paper Notes outstanding. We operate as a REIT for U.S. federal income tax purposes.
Added
Additionally, if so inclined as a result of a request for a tenant addition, we could generally replace an existing tower with another tower, subject to certain restrictions. Discontinued Operations As of December 31, 2025, the Company owned or leased certain properties previously used in its Fiber segment, which has been classified as a discontinued operation.
Removed
We expect to continue to pay minimal cash income taxes as a result of our REIT status and our NOLs. See "Item 1. Business—REIT Status," "Item 7. MD&A—General Overview" and note 9 to our consolidated financial statements. Liquidity Position. The following is a summary of our capitalization and liquidity position as of December 31, 2024. See "Item 7A.
Added
These properties consist of approximately 90,000 route miles of fiber primarily supporting our (1) approximately 105,000 small cell nodes either currently generating revenue or under contract and (2) fiber solutions. The majority of our fiber assets are located in major metropolitan areas, including a presence in most major U.S. markets.
Removed
Quantitative and Qualitative Disclosures About Market Risk" and note 7 to our consolidated financial statements for additional information regarding our debt as well as note 10 to our consolidated financial statements for additional information regarding our 2024 ATM Program.
Added
As a result of the Strategic Fiber Transaction, these properties are classified as discontinued operations and are not utilized in the Company's continuing operations. See "Item 1. Business", "Item 7. MD&A—General Overview", and note 3 to our consolidated financial statements for further discussion of the Strategic Fiber Transaction.
Removed
(In millions of dollars) Cash and cash equivalents and restricted cash and cash equivalents (a) $ 295 Undrawn 2016 Revolver availability (b) 6,961 Total debt and other obligations (current and non-current) 24,081 Total deficit (133) (a) Inclusive of $5 million included within "Other assets, net" on our consolidated balance sheet.
Added
Offices Following the closure of the Strategic Fiber Transaction, which we expect to occur in the first half of 2026, we anticipate having four offices, including our principal corporate headquarters located in Houston, Texas. We believe that our facilities are suitable and adequate to meet our anticipated needs. See "Item 1.
Removed
(b) Availability at any point in time is subject to certain restrictions based on the maintenance of financial covenants contained in our 2016 Credit Facility. At any point in time, we intend to maintain available commitments under our 2016 Revolver in an amount at least equal to the amount of outstanding Commercial Paper Notes.
Added
Business—Overview" for further discussion of the pending sale of the Fiber Business, which includes the sale of certain of our office buildings.
Removed
See note 7 to our consolidated financial statements. Over the next 12 months: • Our liquidity sources may include (1) cash on hand, (2) cash generated by our operating activities, (3) availability under our 2016 Revolver, (4) issuances under our CP Program, and (5) issuances of equity pursuant to our 2024 ATM 40 Program or any similar successor program.
Removed
Our liquidity uses over the next 12 months are expected to include (1) debt obligations of $2.0 billion (consisting of Commercial Paper Notes, the 1.350% Senior Notes and principal payments on certain outstanding debt), (2) common stock dividend payments, subject to declaration by our board of directors (see "Item 7. MD&A—General Overview—Common Stock Dividend" ), and (3) capital expenditures.
Removed
We currently expect to refinance the Tower Revenue Notes, Series 2015-2 on or prior to the anticipated repayment date of May 15, 2025, see "

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed1 unchanged
Biggest changeWhile the outcome of these matters cannot be predicted with certainty, management does not expect any pending matters to have a material adverse effect on us. See the disclosure in note 12 to our consolidated financial statements. Item 4. Mine Safety Disclosures N/A 31 PART II
Biggest changeWhile the outcome of these matters cannot be predicted with certainty, management does not expect any pending matters to have a material adverse effect on us. See the disclosure in note 13 to our consolidated financial statements. Item 4. Mine Safety Disclosures N/A 31 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+1 added−0 removed3 unchanged
Biggest changeWe 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, we expect to increase our dividend per share.
Biggest changeWe have updated our capital allocation framework to focus more on free cash flow generation and financial flexibility, which primarily drove our decision to reduce our dividend in the second quarter of 2025. As we grow cash flows, we expect to increase our dividend per share.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information and Holders Our common stock is listed and traded on the NYSE under the symbol "CCI." As of March 12, 2025, there were approximately 540 holders of record of our common stock.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information and Holders Our common stock is listed and traded on the NYSE under the symbol "CCI." As of February 19, 2026, there were approximately 509 holders of record of our common stock.
MD&A—Liquidity and Capital Resources—Financing Activities—Common Stock" and notes 9 and 10 to our consolidated financial statements. 32 Performance Graph The following performance graph is a comparison of the five-year cumulative total stockholder return on our common stock against the cumulative total return of the S&P 500 Market Index and the FTSE NAREIT All Equity REITs Index for the period commencing December 31, 2019 and ending December 31, 2024.
MD&A—Liquidity and Capital Resources" and note 11 to our consolidated financial statements. 32 Performance Graph The following performance graph is a comparison of the five-year cumulative total stockholder return on our common stock against the cumulative total return of the S&P 500 Market Index and the FTSE NAREIT All Equity REITs Index for the period commencing December 31, 2020 and ending December 31, 2025.
In addition, our ability to pay dividends is limited under certain circumstances by the terms of our debt instruments. See also "Item 1. Business—Overview," "Item 1. Business—REIT Status," "Item 1A. Risk Factors," "Item 7. MD&A—General Overview—Common Stock Dividend," "Item 7.
In addition, our ability to pay dividends is limited under certain circumstances by the terms of our debt instruments. See also "Item 1. Business—Overview," "Item 1. Business—REIT Status," "Item 1A. Risk Factors," "Item 7. MD&A—General Overview—Common Stock Dividend," "Item 7. MD&A—Liquidity and Capital Resources—Financing Activities—Common Stock" and notes 10 and 11 to our consolidated financial statements.
Years Ended December 31, Company/Market/Index 2019 2020 2021 2022 2023 2024 Crown Castle Inc. $ 100.00 $ 115.61 $ 156.16 $ 105.39 $ 94.54 $ 79.04 S&P 500 Market Index 100.00 118.40 152.39 124.79 157.59 197.02 FTSE NAREIT All Equity REITs Index 100.00 94.88 134.06 100.62 112.04 117.56 The performance graph above and related text are being furnished solely to accompany this 2024 Form 10-K pursuant to Item 201(e) of Regulation S-K, and are not being filed for purposes of Section 18 of the Exchange Act, and are not to be incorporated by reference into any filing of ours, whether made before or after the date hereof, regardless of any general incorporation language in such filing. 33 Item 6. [Reserved]
Years Ended December 31, Company/Market/Index 2020 2021 2022 2023 2024 2025 Crown Castle Inc. $ 100.00 $ 135.08 $ 91.08 $ 81.75 $ 68.35 $ 70.38 S&P 500 Market Index 100.00 128.71 105.40 133.10 166.40 196.16 FTSE NAREIT All Equity REITs Index 100.00 141.30 106.05 118.09 123.90 126.71 The performance graph above and related text are being furnished solely to accompany this 2025 Form 10-K pursuant to Item 201(e) of Regulation S-K, and are not being filed for purposes of Section 18 of the Exchange Act, and are not to be incorporated by reference into any filing of ours, whether made before or after the date hereof, regardless of any general incorporation language in such filing. 33 Item 6. [Reserved]
Added
Recent Sales of Unregistered Equity Securities There were no sales of of unregistered equity securities for the twelve months ended December 31, 2025. 2024 At-the-Market Stock Offering Program As of February 19, 2026, we had $750 million of gross sales of common stock availability remaining on our 2024 ATM Program. See "Item 7.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

40 edited+170 added−26 removed4 unchanged
Biggest changeBusiness—Strategy" ) ◦ During 2024, we paid common stock dividends totaling approximately $2.7 billion. • Investing capital efficiently to grow long-term dividends per share ◦ We had discretionary capital expenditures of $1.1 billion for the year ended December 31, 2024, predominately resulting from the construction of new communications infrastructure and improvements to existing communications infrastructure in order to support additional tenants. ◦ We expect to continue to construct and acquire new communications infrastructure based on our tenants' needs and generate attractive long-term returns by adding additional tenants over time.
Biggest changeBusiness—Strategy" ) ◦ During 2025, we paid common stock dividends totaling approximately $2.1 billion. • Investing capital efficiently to grow cash flows ◦ We had discretionary capital expenditures of $149 million for the year ended December 31, 2025, 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 expect 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. • Site rental revenues under long-term tenant contracts 34 ◦ Our 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, 2025, our weighted-average remaining term was approximately six years, exclusive of renewals exercisable at the tenants' option, currently representing approximately $23.7 billion of expected future cash inflows, exclusive of amounts due under the Master Lease Agreement and underlying agreements with DISH.
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 2023 compared to 2022 that is not included in this 2024 Form 10-K, see "Part II, Item 7.
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 2024 compared to 2023 that is not included in this 2025 Form 10-K, see "Part II, Item 7.
Business—REIT Status" and notes 2 and 9 to our consolidated financial statements) • Potential growth resulting from the increasing demand for data ◦ We expect existing and potential new tenant demand for our communications infrastructure 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.
Business—REIT Status" and notes 2 and 10 to our consolidated financial statements) • Potential growth resulting from the increasing demand for data ◦ We expect existing and potential new tenant demand for our towers 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, (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).
Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our debt) ◦ As of December 31, 2024, our outstanding debt had a weighted average interest rate of 3.9% and weighted average maturity of approximately eight years (assuming anticipated repayment dates on certain debt). ◦ As of December 31, 2024, 90% of our debt has fixed rate coupons. ◦ Our debt service coverage and leverage ratios are within their respective financial maintenance covenants.
Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our debt) ◦ As of December 31, 2025, our outstanding debt had a weighted average interest rate of 3.9% and weighted average maturity of approximately six years (assuming anticipated repayment dates on certain debt). ◦ As of December 31, 2025, 84% of our debt has fixed rate coupons. ◦ Our debt service coverage and leverage ratios are within their respective financial maintenance covenants.
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 (3) Segment Adjusted Services and Other Gross Margin, including their respective definitions and reconciliations to segment operating profit (loss) and (4) Adjusted EBITDA, including its definition and a reconciliation to net income (loss).
MD&A—Accounting and Reporting Matters—Non-GAAP Financial Measures" for a discussion of our use of (1) Adjusted Site Rental Gross Margin and (2) Adjusted Services and Other Gross Margin, including their respective definitions and (3) Adjusted EBITDA, including its definition and a reconciliation to net income (loss).
As a leading provider of shared communications infrastructure in the U.S., our strategy is to create long-term stockholder value via a combination of (1) growing cash flows generated from our portfolio of communications infrastructure, (2) returning a meaningful portion of our cash generated by operating activities to our stockholders in the form of dividends, and (3) investing capital efficiently to grow cash flows and long-term dividends per share.
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 towers, (2) returning a meaningful portion of our cash generated by operating activities to our stockholders in the form of dividends and share repurchases, and (3) investing capital efficiently to grow cash flows.
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, which was filed with the SEC on February 23, 2024.
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, 2024, which was filed with the SEC on March 14, 2025.
The increase predominately resulted from an increase in our outstanding indebtedness due to the financing of our discretionary capital expenditures. See note 7 to our consolidated financial statements, "Item 1A. Risk Factors" and "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our debt and interest rate exposure.
The increase predominately resulted from an increase in our outstanding 38 indebtedness due to the financing of our discretionary capital expenditures, including those presented within discontinued operations. See note 8 to our consolidated financial statements, "Item 1A. Risk Factors" and "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our debt and interest rate exposure.
Whether dividends are to be declared and the amount and timing thereof remain subject to the discretion of our board of directors. See notes 10 and 17 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. See note 11 to our consolidated financial statements.
The provisions for income taxes for 2024 and 2023 were $24 million and $26 million, respectively. For both 2024 and 2023, the effective tax rate differs from the federal statutory rate predominately due to our REIT status, including the dividends paid deduction. See "Item 1. Business—REIT Status," "Item 7.
The provision for income taxes for 2025 and 2024 were $16 million and $18 million, respectively. For both 2025 and 2024, the effective tax rate differs from the federal statutory rate predominately due to our REIT status, including the dividends paid deduction. See "Item 1. Business—REIT Status," "Item 7.
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 site rental gross margin. • Majority of our fiber assets are located in major metropolitan areas and are on public rights-of-way • Minimal sustaining capital expenditure requirements ◦ For the year ended December 31, 2024, sustaining capital expenditures represented approximately 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 7 to our consolidated financial statements and "Item 7A.
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 Adjusted Site Rental Gross Margin. • Minimal sustaining capital expenditure requirements ◦ For the year ended December 31, 2025, 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 such debt having a fixed rate (see note 8 to our consolidated financial statements and "Item 7A.
Highlights of Business Fundamentals and Results • Site rental revenues represented 97% of our 2024 consolidated net revenues. The vast majority of our site rental revenues is of a recurring nature and has been contracted for in prior years. • We operate as a REIT for U.S. federal income tax purposes (see "Item 1.
The vast majority of our site rental revenues is of a recurring nature and has been contracted for in prior years. • We operate as a REIT for U.S. federal income tax purposes (see "Item 1.
This decrease was predominately comprised of the factors depicted in the chart below: (In millions of dollars) (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.
This decrease was predominately comprised of the factors depicted in the chart below: (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.
We have recently spent, and expect to continue to spend, a significant percentage of our discretionary investments on the construction of small cells and fiber through the closing of the sale of the Fiber Business. See " Item 1. Business—Overview " for further detail. See note 16 to our consolidated financial statements and "
We have recently spent, and expect to continue to spend, a significant percentage of our discretionary investments on the construction of small cells and fiber until the closing of the sale of the Fiber Business. See note 3 to our consolidated financial statements and "Item 7. MD&A—General Overview" for further discussion of the pending sale of the Fiber Business.
Our strategy is based, in part, on our belief that the U.S. is the most attractive market for shared communications infrastructure investment with the greatest long-term growth potential. We measure our efforts to create "long-term stockholder value" by the combined payment of dividends to stockholders and growth in our per share results. See "Item 1.
Our strategy is based, in part, on our belief that the U.S. is the most attractive market for towers investment with the greatest long-term growth potential. We measure our efforts to create "long-term stockholder value" by the growth in our per share results. See "Item 1. Business—Strategy" for a further discussion of our strategy.
Risk Factors" and note 14 to our consolidated financial statements for a further discussion of our largest customers. • Majority of land under our towers under long-term control ◦ For the year ended December 31, 2024, approximately 90% of our towers site rental gross margin and approximately 80% of our towers site rental gross margin was derived from towers located on land that we own or control for greater than 10 and 20 years, respectively.
Risk Factors" and note 15 to our consolidated financial statements for a further discussion of our largest customers. ◦ During 2025, our site rental revenues decreased approximately $200 million as a result of non-renewals related to the network consolidation of T-Mobile and Sprint. • Majority of land under our towers under long-term control ◦ For the year ended December 31, 2025, 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.
See "Item 7. MD&A—Liquidity and Capital Resources—Debt Covenants" for a further discussion of our debt covenants. • During 2024, we refinanced and extended the maturities of certain of our debt (see note 7 to our consolidated financial statements and "Item 7.
See "Item 7. MD&A—Liquidity and Capital Resources—Debt Covenants" for a further discussion of our debt covenants. • During 2025, we repaid in full certain of our debt (see note 8 to our consolidated financial statements and "Item 7.
Business—Strategy" for a further discussion of our strategy. We have engaged, and expect to continue to engage, in discretionary investments that we believe will maximize long-term stockholder value.
We have engaged, and expect to continue to engage, in discretionary investments that we believe will maximize long-term stockholder value.
Depreciation, amortization and accretion was approximately $1.7 billion for 2024 and decreased by $16 million, or 1%, from 2023. This decrease predominately resulted from certain site rental contracts and tenant relationships intangible assets becoming fully amortized.
Depreciation, amortization and accretion was approximately $690 million for 2025 and decreased by $46 million, or 6%, from 2024. This decrease predominately resulted from certain fixed assets and site rental contracts and tenant relationships intangible assets becoming fully depreciated or amortized, respectively.
The decrease of $47 million and $63 million in Towers site rental revenue and Towers Adjusted Site Rental Gross Margin, respectively, was primarily due to a decrease in prepaid rent amortization, as new leasing activity and contractual cash escalators were substantially offset by a decline in the associated straight-line accounting adjustment.
The decrease of $219 million and $231 million in site rental revenue and 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 of $61 million, as new leasing activity and contractual cash escalators were substantially offset by a decline in the associated straight-line accounting adjustment.
MD&A—Accounting and Reporting Matters—Non-GAAP and Segment Financial Measures." 37 2024 and 2023 Total site rental revenues for 2024 decreased by $174 million, or 3%, from 2023.
MD&A—Accounting and Reporting Matters—Non-GAAP. 37 2025 and 2024 Total site rental revenues for 2025 decreased by $219 million, or 5%, from 2024.
MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates" and note 9 to our consolidated financial statements. Net income (loss) was $(3.9) billion during 2024 compared to $1.5 billion during 2023.
MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates" and note 10 to our consolidated financial statements. Income (loss) from continuing operations was $1.1 billion during 2025 compared to $1.2 billion during 2024.
The decrease was related to the previously-mentioned decreases in Towers and Fiber operating profits, the previously-mentioned increases in goodwill impairment charges, asset write-down charges and interest expense and amortization of deferred financing costs, net, while being partially offset by a decrease in selling, general and administrative expenses.
The decrease was related to the previously-mentioned decreases in site rental revenues, the previously-mentioned increases in interest expense and amortization of deferred financing costs, net, while being partially offset by a decrease in restructuring charges, depreciation, amortization and accretion expense and selling, general, and administrative expenses.
We believe our product offerings of towers and small cells provide a comprehensive solution to our wireless tenants' growing communications infrastructure needs. ◦ We expect organizations will continue to increase the usage of high-bandwidth applications that will require the utilization of more fiber infrastructure and fiber solutions, such as those we provide. ◦ Within our Fiber segment, we are able to generate growth and returns for our stockholders by deploying our fiber for both small cells and fiber solutions tenants. ◦ Tenant additions on our existing communications infrastructure are achieved at a low incremental operating cost, delivering high incremental returns. ◦ Substantially all of our communications infrastructure can accommodate additional tenancy, either as currently constructed or with appropriate modifications. • Returning cash flows provided by operations to stockholders in the form of dividends (see also "Item 1.
We believe our towers provide an efficient and cost-effective solution to our wireless tenants' growing infrastructure needs. ◦ Tenant additions on our towers are achieved at a low incremental operating cost, delivering high incremental returns. ◦ Substantially all of our towers can accommodate additional tenancy, either as currently constructed or with appropriate modifications. • Returning cash flows provided by operations to stockholders in the form of dividends (see also "Item 1.
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, we expect to increase our dividend per share.
We have updated our capital allocation framework to focus more on free cash flow generation and financial flexibility, which primarily drove our decision to reduce our dividend in the second quarter of 2025. As we grow cash flows, we expect to increase our dividend per share.
MD&A—Liquidity and Capital Resources—Financing Activities" for further discussion of our debt transactions) • Significant cash flows from operations ◦ Net cash provided by operating activities was $2.9 billion for the year ended December 31, 2024. ◦ In addition to the positive impact of contractual escalators, we expect to grow our core business of providing access to our communications infrastructure as a result of future anticipated additional demand for our communications infrastructure. • When compared to full year 2023, full year 2024 results were impacted by a reduction of the small cell and fiber solutions lease cancellations ("Sprint Cancellations") related to the previously disclosed T-Mobile and Sprint network consolidation.
MD&A—Liquidity and Capital Resources—Financing Activities" for further discussion of our debt transactions) • Significant cash flows from operations ◦ Net cash provided by operating activities was $3.1 billion for the year ended December 31, 2025. ◦ In addition to the positive impact of contractual escalators, we expect to grow our core business of providing access to our towers as a result of future anticipated additional demand. • 2023 and 2024 Restructuring Plans ◦ There were no restructuring charges in 2025 relating to either the 2023 Restructuring Plan or the 2024 Restructuring Plan.
See note 16 to our consolidated financial statements and " Item 2.
See note 8 to our consolidated financial statements.
The decrease in selling, general and administrative expenses was primarily related to a decrease in employee- and facility-related costs as a result of our aforementioned restructuring activities, which was partially offset by an increase in advisory fees, mostly stemming from our recent proxy contest and the Fiber strategic review.
The decrease in selling, general and administrative expenses was related to a decrease in legal and consulting expense, primarily related to our recent proxy contest in 2024, and a decrease in employee- and facility-related costs as a result of our aforementioned restructuring activities of the 2023 and 2024 Restructuring Plans.
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 until the closing of the Strategic Fiber Transaction. • We also expect sustaining capital expenditures of approximately 1-2% of net revenues, including with respect to the Fiber Business, for full year 2025, relatively consistent with historical annual levels. 36 Results of Operations The following discussion of our results of operations for 2024 compared to 2023 should be read in conjunction with "Item 1.
Risk Factors" for a discussion of risks related to our restructuring activities. • Following the closure of the Strategic Fiber Transaction, which is expected to occur in the first half of 2026, we expect to use the proceeds from the sale to repurchase approximately $1 billion of shares and approximately $7 billion of debt. ◦ As a result of the expected $7 billion repayment of debt, our 2026 interest expense is expected to decrease. • 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. 36 Results of Operations The following discussion of our results of operations for 2025 compared to 2024 should be read in conjunction with "Item 1.
MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates" and note 5 to our consolidated financial statements. Interest expense and amortization of deferred financing costs, net was $932 million for 2024 and increased by $82 million, or 10%, from $850 million during 2023.
See note 17 to our consolidated financial statements for further discussion of our 2023 and 2024 Restructuring Plans. Interest expense and amortization of deferred financing costs, net was $972 million for 2025 and increased by $40 million, or 4%, from $932 million during 2024.
Highlights of our results of operations for 2024, 2023 and 2022 are depicted below: Years Ended December 31, Percent Change (In millions of dollars) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 Site rental revenues: Towers site rental revenues $ 4,266 $ 4,313 $ 4,322 (1) % — % Fiber site rental revenues 2,092 2,219 1,967 (6) % 13 % Total site rental revenues 6,358 6,532 6,289 (3) % 4 % Adjusted Site Rental Gross Margin (a) : Towers Adjusted Site Rental Gross Margin 3,307 3,370 3,404 (2) % (1) % Fiber Adjusted Site Rental Gross Margin 1,358 1,533 1,317 (11) % 16 % Adjusted Services and Other Gross Margin (a) : Towers Adjusted Services and Other Gross Margin 91 127 238 (28) % (47) % Fiber Adjusted Services and Other Gross Margin 6 16 3 (63) % 433 % Segment operating profit (loss) (b) : Towers operating profit (loss) 3,322 3,393 3,527 (2) % (4) % Fiber operating profit (loss) 1,188 1,355 1,130 (12) % 20 % Net income (loss) (3,903) 1,502 1,675 (360) % (10) % Adjusted EBITDA (c) 4,161 4,415 4,340 (6) % 2 % (a) See reconciliations of these non-GAAP financial measures to segment operating profit (loss) and definitions included in "Item 7.
Highlights of our results of operations for 2025, 2024 and 2023 are depicted below: Years Ended December 31, Percent Change (In millions of dollars) 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 Site rental revenues: $ 4,049 $ 4,268 $ 4,313 (5) % (1) % Income (loss) from continuing operations 1,103 1,162 1,237 (5) % (6) % Net income (loss) 444 (3,903) 1,502 111 % (360) % Adjusted EBITDA (a) 2,863 3,035 3,084 (6) % (2) % Adjusted Site Rental Gross Margin (a) 3,076 3,307 3,370 (7) % (2) % Adjusted Services and Other Gross Margin (a) 107 91 127 18 % (28) % (a) See reconciliations of these non-GAAP financial measures to net income (loss) and definitions included in "Item 7.
MD&A—General Overview—Overview" ) from (1) the largest U.S. wireless carriers and (2) other towers and fiber solutions tenants.
Our core business generates revenues under long-term tenant contracts (see "Item 1. Business—Overview" and "Item 7. MD&A—General Overview—Overview" ) from the largest U.S. wireless carriers and other towers tenants.
MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates" and note 5 to our consolidated financial statements. Common Stock Dividend During each of the quarters in the year ended 2024, we paid a common stock dividend of $1.565 per share, totaling approximately $2.7 billion.
Common Stock Dividend During the first quarter of the year ended 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 $2.1 billion.
Our operating segments consist of (1) Towers and (2) Fiber. See note 14 to our consolidated financial statements for further discussion of our operating segments.
See note 17 to our consolidated financial statements for further discussion of the 2023 Restructuring Plan and 2024 Restructuring Plan.
Towers site rental revenues and Towers Adjusted Site Rental Gross Margin for 2024 were $4.3 billion and $3.3 billion, respectively, compared to $4.3 billion and $3.4 billion, respectively, from 2023.
(b) Includes $204 million of non-renewals associated with the T-Mobile and Sprint network consolidation. Site rental revenues and Adjusted Site Rental Gross Margin for 2025 were $4.0 billion and $3.1 billion, respectively, compared to $4.3 billion and $3.3 billion, respectively, for 2024.
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.
Adjusted Services and Other Gross Margin was $107 million for 2025 and increased by $16 million from $91 million from 2024, which is a reflection of 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.
The decrease in Fiber operating profit (loss) was primarily related to the previously-mentioned decreases in both Fiber Adjusted Site Rental Gross Margin and Fiber Adjusted Services and Other Gross Margin, which were partially offset by a decrease in Fiber selling, general and administrative expenses following the 2024 Restructuring Plan.
Adjusted EBITDA decreased by $172 million, or 6%, from 2024 to 2025, reflecting the previously mentioned decreases in site rental revenue, partially offset by previously mentioned decreases in selling, general, and administrative expenses and increase in Adjusted Services and Other Gross Margin. 39 Liquidity and Capital Resources Overview General.
Upon classification as held for sale in the first quarter of 2025, we expect to recognize a loss of between $700 and $800 million, inclusive of estimated transaction fees. • 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 million as a result of the T-Mobile US, Inc. and Sprint network consolidation and (2) a decline in long-term deferred revenue amortization. • As part of the aforementioned 2024 Restructuring Plan: ◦ We expect to realize approximately $100 million annualized run-rate labor and facilities cost savings, of which approximately $65 million was realized in 2024.
Our 2026 Outlook does not include any revenues from DISH. 35 • We expect a year over year reduction in site rental revenues related to (1) approximately $220 million from the aforementioned DISH termination, and (2) a decline in long-term deferred revenue amortization. • In February 2026, we initiated a restructuring plan ("2026 Restructuring Plan") as part of our efforts to enhance the efficiency and effectiveness of our tower business. ◦ We expect to realize approximately $65 million annualized run-rate savings in operating costs, of which approximately $55 million will be realized in 2026 due to timing.
Outlook Highlights The following are certain highlights of our outlook that impact our business fundamentals described above. • Beginning in the first quarter 2025, the Fiber Business will be presented as a discontinued operation, and its net assets will be classified as held for sale and comparable prior periods will be recast to reflect this change.
As the aforementioned sale represents a material strategic shift for the Company, the Fiber Business' results and net assets are presented herein as discontinued operations and comparable prior periods have been recast to reflect this change.
See note 16 to our consolidated financial statements and " Item 2.
MD&A—Results of Operations" and note 10 to our consolidated financial statements. 48 Accounting Pronouncements Recently Adopted Accounting Pronouncements. See note 2 to our consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted. See note 2 to our consolidated financial statements.
Removed
The Fiber Business did not meet the criteria for assets held for sale as of December 31, 2024, and therefore remains presented as a component of continuing operations. As a result, this document, unless otherwise noted, does not contemplate the planned sale of the Fiber Business.
Added
Related to the classification of the Fiber Business as "held for sale", we have recognized a loss from disposal of discontinued operations of approximately $1.6 billion, inclusive of estimated transaction fees, for the year ended December 31, 2025.
Removed
See note 16 to our consolidated financial statements for a discussion of the 2024 Restructuring Plan, which resulted in, among other things, an 34 increase in return thresholds on new growth opportunities in the Fiber segment and a reduction in Fiber segment capital expenditures for the year ended December 31, 2024. • Site rental revenues under long-term tenant contracts ◦ 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. ◦ Our fiber solutions tenant contracts' initial terms generally vary between one to 20 years. ◦ As of December 31, 2024, our weighted-average remaining term was approximately six years, exclusive of renewals exercisable at the tenants' option, currently representing approximately $35.9 billion of expected future cash inflows. • Majority of our revenues from large wireless carriers ◦ For the year ended December 31, 2024, approximately three-fourths of our site rental revenues were derived from T-Mobile, AT&T and Verizon Wireless.
Added
Following the classification of the Fiber Business as discontinued operations, we have one reportable segment that constitutes consolidated results of our tower operations. See notes 3 and 15 to our consolidated financial statements for a discussion of discontinued operations and our operating segment.
Removed
For full year 2024, there was a reduction in cash payments related to Sprint Cancellations of $165 million to satisfy the remaining rental obligations.
Added
Unless otherwise noted, all activities and amounts reported in this document relate to continuing operations and exclude activities and amounts related to discontinued operations. Highlights of Business Fundamentals and Results • Site rental revenues represented 95% of our 2025 net revenues.
Removed
Additionally, $59 million in accelerated amortization of prepaid rent from the remaining deferred revenues was recognized for the year ended December 31, 2023 that did not recur for the year ended December 31, 2024. • Restructuring Plan ◦ 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.
Added
See "Item 7. MD&A—General Overview—Outlook Highlights" for further discussion. • Majority of our revenues from large wireless carriers ◦ For the year ended December 31, 2025, approximately 90% of our site rental revenues were derived from T-Mobile, AT&T and Verizon Wireless. See "Item 1A.
Removed
MD&A—Results of Operations " for further discussion of the 2023 Restructuring Plan. ◦ In June 2024, we initiated the 2024 Restructuring Plan as part of our efforts to drive operational efficiencies, enhance returns by increasing return thresholds on new growth opportunities and reduce operating costs and capital expenditures, with a primary focus on our Fiber segment.
Added
Outlook Highlights The following are certain highlights of our outlook that impact our business fundamentals described above. • In January 2026, we delivered a notice of default and termination to DISH relating to our Master Lease Agreement and underlying agreements with DISH as a result of DISH failing to make required payments and defaulting on its obligations under the agreements.
Removed
MD&A—Results of Operations " for further discussion of the 2024 Restructuring Plan. • In December 2023, we announced a strategic and operating review of our Fiber business, and in the second quarter of 2024, we concluded our operating review and implemented changes to our operating plans and strategy based on the findings.
Added
As a result of the termination, we assert in the notice that DISH owes us all remaining payments under the agreements, which total in excess of $3.5 billion.
Removed
Additionally, in March 2025, we concluded the strategic review following the announcement of the Strategic Fiber Transaction, as discussed above. See note 16 to our consolidated financial statements and " Item 2. 35 MD&A—Results of Operations " for further discussion of the 2024 Restructuring Plan and " Item 1.
Added
The remaining savings of approximately $10 million will be realized in 2027. We expect to incur aggregate restructuring charges of approximately $30 million in 2026 as a result of the 2026 Restructuring Plan, most of which we expect to incur in the first and second quarters of 2026. See "Item 1A.
Removed
Business—Overview" for further discussion of the pending sale of the Fiber Business. ◦ As part of the 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 we mutually agreed to cancel.
Added
Selling, general and administrative expenses for 2025 were $383 million and decreased by $52 million, or 12%, from $435 million from 2024.
Removed
We wrote off property and equipment deemed to have no alternative future use, and as a result, recognized approximately $106 million as "Asset write-down charges" on our consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2024. • Goodwill Impairment ◦ Management performed its annual goodwill impairment test in the fourth quarter of 2024.
Added
There were no restructuring charges recorded in connection with the 2023 and 2024 Restructuring Plans during 2025 compared to $70 million recorded during 2024. The actions associated with the 2023 and 2024 Restructuring Plans were substantially completed and the related charges were recorded by December 31, 2024.
Removed
The quantitative impairment test indicated that the carrying amount of our Fiber reporting unit exceeded its estimated fair value. As such, management recorded a goodwill impairment charge of $5.0 billion for the year ended December 31, 2024, resulting in no goodwill remaining for the Fiber reporting unit. See "Item 7.
Added
Income (loss) from discontinuing operations before gain (loss) from disposal, net of tax, was $916 million during 2025 compared to $(5,065) million during 2024. The increase was primarily driven by the absence of a $106 million asset write-down charge and $5.0 billion goodwill impairment charge, both of which occurred in 2024.
Removed
The remaining savings of approximately $35 million are expected to be realized in 2025, with $30 million expected in selling, general and administrative and $5 million in site rental costs of operations. See "Item 1A.
Added
In addition, there was a decrease in depreciation, amortization and accretion related to the ceasing of depreciation and amortization of the Fiber Business long-lived assets classified as "held for sale." Gain (loss) from disposal of discontinued operations was $(1.6) billion during 2025.
Removed
MD&A—Accounting and Reporting Matters—Non-GAAP. (b) See "Item 7. MD&A—Accounting and Reporting Matters—Non-GAAP and Segment Financial Measures" and note 14 to our consolidated financial statements for our definition of segment operating profit. (c) See reconciliation of this non-GAAP financial measure to net income (loss) and definition included in "Item 7.
Added
The loss was primarily related to the classification during the first quarter of 2025 of the Fiber Business as "held for sale" and the additional investment in the Fiber Business during the remainder of 2025. The loss represents the excess of the carrying value of the Fiber Business over the purchase price, less estimated costs to sell.
Removed
(b) Includes $9 million of non-renewals associated with Sprint Cancellations. (c) Represents $170 million of payments associated with Sprint Cancellations received in 2023 and not recurring in 2024, which were partially offset by approximately $5 million of payments associated with Sprint Cancellations received in 2024.
Added
Net income (loss) was $444 million during 2025 compared to $(3,903) million during 2024. The increase was primarily due to the change in income (loss) from discontinued operations, net of tax of $4.4 billion, primarily due to the absence of the previously mentioned $5.0 billion goodwill impairment charge recorded in 2024.
Removed
(d) Prepaid rent amortization includes amortization of upfront payments received from long-term tenants and other deferred credits. Prepaid rent amortization includes $59 million of accelerated prepaid rent amortization associated with the Sprint Cancellations that was recognized in 2023 that did not recur in 2024.
Added
These investments include the acquisition of land interests, making improvements, structural enhancements to our existing towers, and constructing and acquiring new towers that we expect will generate future cash flow growth and attractive long-term returns by adding tenants to those assets over time.
Removed
Fiber site rental revenues and Fiber Adjusted Site Rental Gross Margin for 2024 were $2.1 billion and $1.4 billion, respectively, and decreased by $127 million and $175 million, respectively, from 2023.
Added
We seek to fund our discretionary investments with both cash generated by operating activities and cash available from financing capacity, such as the use of our availability under our 2016 Revolver, issuances under our CP Program, debt financings and issuances of equity or equity-related securities, including under our 2024 ATM Program or any similar successor program.
Removed
Both Fiber site rental revenues and Fiber Adjusted Site Rental Gross Margin were predominately impacted by a $165 million reduction in site rental revenues and an absence of $59 million of accelerated prepaid rent amortization, both related to Sprint Cancellations, which were partially offset by increased demand for small cells and fiber solutions.
Added
We seek to maintain a capital structure that we believe drives long-term stockholder value and optimizes our weighted-average cost of capital. Additionally, we expect to maintain an investment grade credit profile.
Removed
Towers Adjusted Services and Other Gross Margin was $91 million for 2024 and decreased by $36 million from $127 million from 2023, 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.
Added
As of December 31, 2025, our contractual debt maturities over the next 12 months consist of (1) Commercial Paper Notes, of which we had $1.9 billion outstanding as of February 19, 2026, (2) the 4.450%, 3.700%, and 1.050% senior unsecured notes due February, June and July 2026, respectively ("4.450% Senior Notes", "3.700% Senior Notes", and "1.050% Senior Notes") and (3) principal payments on certain outstanding debt.
Removed
Fiber Adjusted Services and Other Gross Margin was $6 million for 2024 and decreased by $10 million from $16 million from 2023 primarily as a result of the absence of payments received for site abandonment fees associated with the Sprint Cancellations that were received during 2023. 38 Selling, general and administrative expenses for 2024 were $706 million and decreased by $53 million, or 7%, from $759 million from 2023.
Added
Amounts available under our CP Program may be repaid and re-issued from time to time and we intend to maintain available commitments under our 2016 Revolver in an amount at least equal to the amount of Commercial Paper Notes outstanding. We operate as a REIT for U.S. federal income tax purposes.
Removed
Asset write-down charges for 2024 increased by $115 million, or 348% from 2023. The increase was primarily related to the $106 million charge due to the cancellation of approximately 7,000 greenfield small cell nodes in our contracted backlog, as was mutually agreed upon with certain of our tenants. See "Item 7. MD&A—General Overview" for additional information.
Added
We expect to continue to pay minimal cash income taxes as a result of our REIT status and our NOLs. See "Item 1. Business—REIT Status," "Item 7. MD&A—General Overview" and note 10 to our consolidated financial statements. Liquidity Position. The following is a summary of our capitalization and liquidity position as of December 31, 2025. See "Item 7A.
Removed
Towers operating profit (loss) for 2024 decreased by $71 million, or 2%, from 2023.
Added
Quantitative and Qualitative Disclosures About Market Risk" and note 8 to our consolidated financial statements for additional information regarding our debt as well as note 11 to our consolidated financial statements for additional information regarding our 2024 ATM Program.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

3 edited+70 added−179 removed0 unchanged
Biggest changeSee also note 10 to our consolidated financial statements. As of March 12, 2025, we had $750 million of gross sales of common stock availability remaining on our 2024 ATM Program. Credit Facility. See note 7 to our consolidated financial statements for further information regarding our 2016 Credit Facility.
Biggest changeAs of February 19, 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 11 to our consolidated financial statements. As of February 19, 2026, we had approximately 436 million shares of common stock outstanding.
In March 2024, we established the 2024 ATM Program through which we may issue and sell shares of our common stock having an aggregate gross sales price of up to $750 million.
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.
We operate as a REIT for U.S. federal income tax purposes. Our REIT taxable income is generally not subject to federal and state income taxes as a result of the deduction for dividends paid and any usage of our remaining NOLs.
Whether dividends are to be declared and the amount and timing thereof remain subject to the discretion of our board of directors. See note 11 to our consolidated financial statements. We operate as a REIT for U.S. federal income tax purposes.
Removed
Item 7a. Quantitative and Qualitative Disclosures About Market Risk " for further discussion. • We may also purchase shares of our common stock.
Added
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.
Removed
Additionally, amounts available under our CP Program may be repaid and re-issued from time to time and we intend to maintain available commitments under our 2016 Revolver in an amount at least equal to the amount of Commercial Paper Notes outstanding.
Added
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.
Removed
During the next 12 months, while our liquidity uses are expected to exceed our cash generated by operating activities, we expect that our liquidity sources described above should be sufficient to cover our expected uses. Historically, from time to time, we have accessed the capital markets to issue debt and equity. • See "Item 7A.
Added
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.
Removed
Quantitative and Qualitative Disclosures About Market Risk" for a discussion of interest rate risk and note 7 to our consolidated financial statements for a tabular presentation of our debt maturities and a discussion of anticipated repayment dates.
Added
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.
Removed
Summary Cash Flows Information Years Ended December 31, (In millions of dollars) 2024 2023 2022 Operating activities $ 2,943 $ 3,126 $ 2,878 Investing activities (1,220) (1,519) (1,352) Financing activities (1,708) (1,654) (1,665) Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents 15 (47) (139) Effect of exchange rate changes on cash (1) 1 — Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents $ 14 $ (46) $ (139) Operating Activities The decrease in net cash provided by operating activities of $183 million for 2024 from 2023 was due primarily to the aforementioned decrease in Towers operating profit and the reduction in Fiber site rental revenues related to the absence of Sprint Cancellation payments, which was partially offset by a net increase from changes in working capital.
Added
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.
Removed
Changes in working capital contribute to variability in net cash provided by operating activities, largely due to the timing of advanced payments by us and advanced receipts from tenants. We expect to grow our net cash provided by operating activities in the future (exclusive of changes in working capital) if we realize expected growth in our core business.
Added
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.
Removed
Investing Activities Net cash used for investing activities for 2024 decreased by $299 million from 2023 primarily as a result of a decrease in discretionary capital expenditures in both our Towers and Fiber segments and a decrease in payments for acquisitions in our Towers segment.
Added
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.
Removed
Our capital expenditures are categorized as discretionary or sustaining as described below. • Discretionary capital expenditures are made with respect to activities which we believe exhibit sufficient potential to enhance long-term stockholder value.
Added
CCI is a holding company that conducts all of its operations through its subsidiaries. Accordingly, CCI's sources of cash to pay interest or principal on its outstanding indebtedness are distributions relating to its respective ownership interests in its subsidiaries from the net earnings and cash flows generated by such subsidiaries or from proceeds of debt or equity offerings.
Removed
They primarily consist of expansion or development of communications infrastructure (including capital expenditures related to (1) enhancing communications infrastructure in order to add new tenants for the first time or support subsequent tenant equipment augmentations or (2) modifying the structure of a communications infrastructure asset to accommodate additional tenants) and construction of new communications infrastructure.
Added
Earnings and cash flows generated by CCI's subsidiaries are first applied by such subsidiaries to conduct their operations, including servicing their respective debt obligations, after which any excess cash flows generally may be paid to CCI, in the absence of any special conditions, such as a continuing event of default.
Removed
Discretionary capital expenditures also include purchases of land interests (which primarily relate to land assets under towers as we seek to manage our interests in the land beneath our towers), certain technology-related investments necessary to support and scale future customer demand for our communications infrastructure, and other capital projects.
Added
However, CCI's subsidiaries are legally distinct from the holding company and, unless they guarantee such debt, have no obligation to pay amounts due on their debt or to make funds available to us for such payment. 25 We have a substantial amount of indebtedness.
Removed
The expansion or development of existing communications infrastructure to accommodate new leasing typically varies based on, among other factors: (1) the type of communications infrastructure, (2) the scope, volume, and mix of work performed on the communications infrastructure, (3) existing capacity prior to installation, or (4) changes in structural engineering regulations and standards.
Added
In the event we do not repay or refinance such indebtedness, we could face substantial liquidity issues and might be required to issue equity securities or securities convertible into equity securities, or sell some of our assets, possibly on unfavorable terms, to meet our debt payment obligations.
Removed
Currently, construction of new communications infrastructure is predominately comprised of the construction of small cells and fiber (including certain construction projects that may take 18 to 36 months to complete).
Added
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.
Removed
Our decisions regarding discretionary capital expenditures are influenced by the availability and cost of capital and expected returns on alternative uses of cash, such as payments of dividends and investments. 41 • Sustaining capital expenditures consist of those capital expenditures not otherwise categorized as discretionary capital expenditures, such as (1) maintenance capital expenditures on our communications infrastructure assets that enable our tenants' ongoing quiet enjoyment of the communications infrastructure and (2) ordinary corporate capital expenditures.
Added
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.
Removed
A summary of our capital expenditures for the last three years is as follows: For the Years Ended December 31, 2024 December 31, 2023 December 31, 2022 (In millions of dollars) Towers Fiber Other Total Towers Fiber Other Total Towers Fiber Other Total Discretionary: Communications infrastructure improvements and other capital projects (a) $ 65 $ 992 $ 20 $ 1,077 $ 122 $ 1,131 $ 24 $ 1,277 $ 121 $ 1,017 $ 24 $ 1,162 Purchases of land interests 58 — — 58 64 — — 64 53 — — 53 Sustaining 10 53 24 87 8 44 31 83 11 41 43 95 Total $ 133 $ 1,045 $ 44 $ 1,222 $ 194 $ 1,175 $ 55 $ 1,424 $ 185 $ 1,058 $ 67 $ 1,310 (a) Towers segment includes $12 million, $32 million and $48 million of capital expenditures incurred during the years ended December 31, 2024, 2023 and 2022, respectively, in connection with tenant installations and upgrades on our towers.
Added
As of February 19, 2026, approximately 60% of our fixed rate debt, with a weighted average interest rate of 3.7%, is scheduled to mature over the next five years.
Removed
The reduction in discretionary capital expenditures for the Fiber segment was primarily related to the higher return thresholds on new growth opportunities in the Fiber segment as a result of the Fiber operating review completed in the second quarter of 2024, while the reduction in discretionary capital expenditures for the Towers segment was primarily impacted by the discontinuation of installation services as a Towers product offering and the timing of Towers tenant activity during full year 2024 compared to full year 2023.
Added
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.
Removed
See "Item 7. MD&A—General Overview—Outlook Highlights" for a discussion of our expectations surrounding 2025 capital expenditures.
Added
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 February 19, 2026, had $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 February 19, 2026, had $1.9 billion outstanding.
Removed
Financing Activities We seek to allocate cash generated by our operations in a manner that will enhance long-term stockholder value, which may include various financing activities such as (in no particular order): (1) paying dividends on our common stock, subject to declaration by our board of directors, (2) purchasing our common stock or (3) purchasing, repaying, or redeeming our debt.
Added
If we are unable to repay or refinance our debt, we cannot guarantee that we will be able to generate enough cash flows from operations or that we will be able to obtain enough capital to service our debt, fund our planned capital expenditures or pay future dividends.
Removed
See "Item 7. MD&A—General Overview—Common Stock Dividend," "Item 7. MD&A—Liquidity and Capital Resources—Overview" and notes 7, 10 and 17 to our consolidated financial statements.
Added
In such an event, we could face substantial liquidity issues and might be required to issue equity securities or securities convertible into equity securities, or sell some of our assets, possibly on unfavorable terms, to meet our debt payment obligations. Failure to repay or refinance indebtedness when required could result in a default under such indebtedness.
Removed
In 2024, our financing activities predominately related to the following: • paying an aggregate of $2.7 billion in dividends on our common stock; • repaying in full the previously outstanding 3.200% senior unsecured notes on the contractual maturity date in September 2024; and • issuing $550 million aggregate principal amount of 4.900% senior unsecured notes and $700 million aggregate principal amount of 5.200% senior unsecured notes in August 2024, the net proceeds of which were used to repay a portion of the outstanding indebtedness under our CP Program and pay related fees and expenses.
Added
If we incur additional indebtedness, any such indebtedness could exacerbate the risks described above. Sales or issuances of a substantial number of shares of our common stock or securities convertible into shares of our common stock may adversely affect the market price of our common stock.
Removed
In 2023, our financing activities predominately related to the following: • paying an aggregate of $2.7 billion in dividends on our common stock; • issuing $1.5 billion aggregate principal amount of senior unsecured notes in December 2023, the net proceeds of which were used to repay a portion of the outstanding indebtedness under our CP Program and pay related fees and expenses; • repaying in full the previously outstanding 3.150% senior unsecured notes on the contractual maturity date in July 2023; • issuing $600 million aggregate principal amount of 4.800% senior unsecured notes and $750 million aggregate principal amount of 5.100% senior unsecured notes in April 2023, the net proceeds of which were used to repay a portion of the outstanding indebtedness under the 2016 Revolver and pay related fees and expenses; and • issuing $1.0 billion aggregate principal amount of senior unsecured notes in January 2023, the net proceeds of which were used to repay a portion of the outstanding indebtedness under the 2016 Revolver and pay related fees and expenses.
Added
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.
Removed
Incurrence, Purchases and Repayments of Debt. See note 7 to our consolidated financial statements, "Item 7. MD&A—General Overview" and "Item 7. MD&A—Liquidity and Capital Resources—Overview—Liquidity Position" for further discussion of our recent issuances, purchases, redemptions and repayments of debt. 42 Common Stock.
Added
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.
Removed
See notes 10 and 17 to our consolidated financial statements for further information regarding our common stock as well as dividends declared and paid. ATM Program.
Added
We have reserved an aggregate of approximately 14 million shares of common stock for issuance in connection with awards granted under our stock compensation plans. Further, a small number of common stockholders own a significant percentage of our outstanding common stock.
Removed
We previously maintained a 2021 ATM Program through which we had the right to issue and sell shares of our common stock having an aggregate gross sales price of up to $750 million to or through sales agents. In March 2024, we terminated the formerly outstanding 2021 ATM Program with the entire gross sales price of $750 million remaining unsold.
Added
If any one of these common stockholders, or any group of our common stockholders, sells a large quantity of shares of our common stock, or the public market perceives that existing common stockholders might sell a large quantity of shares of our common stock, the market price of our common stock may significantly decline.
Removed
Sales under the 2024 ATM Program, or any similar successor program, may be made by means of ordinary brokers' transactions on the New York Stock Exchange ("NYSE") or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or, subject to our specific instructions, at negotiated prices.
Added
Certain provisions of our Charter and By-laws and operative agreements, and domestic and international competition laws may make it more difficult for a third party to acquire control of us or for us to acquire control of a third party, even if such a change in control would be beneficial to our stockholders.
Removed
We intend to use the net proceeds from any sales under the 2024 ATM Program, or any similar successor program, for general corporate purposes, which may include (1) the funding of future acquisitions or investments or (2) the repayment or repurchase of any outstanding indebtedness. We have not sold any shares of common stock under the 2024 ATM Program.
Added
We have a number of anti-takeover devices in place that will hinder takeover attempts or may reduce the market value of our common stock.
Removed
As of March 12, 2025, we did not have an outstanding balance under our 2016 Revolver and maintained $7.0 billion in undrawn availability. The proceeds from our 2016 Revolver may be used for general corporate purposes, which may include the financing of capital expenditures, acquisitions, the repayment or repurchase of any outstanding indebtedness and purchases of our common stock.
Added
Our anti-takeover provisions include: • the authority of the board of directors to issue preferred stock without approval of the holders of our common stock; • advance notice and other procedural requirements relating to director nominations or proposals submitted by stockholders for actions to be taken at annual meetings of stockholders; and • provisions that the state courts or, in certain circumstances, the federal courts, in Delaware shall be the sole and exclusive forum for certain actions involving us, our directors, officers, employees and stockholders, and, unless the Company otherwise consents, that the federal courts shall be the sole and exclusive forum for resolution of claims 26 arising under the Securities Act of 1933, as amended (“Securities Act”).
Removed
Commercial Paper Program. See note 7 to our consolidated financial statements for further information regarding our CP Program. As of March 12, 2025, there was $1.1 billion outstanding under our CP Program.
Added
Since the Securities Act provides that federal and state courts have concurrent jurisdiction over lawsuits brought pursuant to the Securities Act, there may be uncertainty as to whether a court would enforce such a provision.
Removed
The proceeds from our Commercial Paper Notes may be used for general corporate purposes, which may include the financing of capital expenditures, acquisitions, the repayment or repurchase of any outstanding indebtedness and purchases of our common stock. Restricted Cash and Cash Equivalents .
Added
Stockholders will not be deemed to have waived compliance with the federal securities laws, and this provision does not apply to claims for which the federal courts have exclusive jurisdiction (such as under the Exchange Act).
Removed
Pursuant to the indentures governing certain of our operating companies' debt securities, all rental cash receipts of the issuers of these debt instruments and their subsidiaries are restricted and held by an indenture trustee. The restricted cash and cash equivalents in excess of required reserve balances is subsequently released to us in accordance with the terms of the indentures.
Added
Such provisions, as well as the provisions of Section 203 of the Delaware General Corporation Law, may impede a merger, consolidation, takeover, or other business combination or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us.
Removed
See also note 2 to our consolidated financial statements. 43 Material Cash Requirements The following table summarizes our material cash requirements as of December 31, 2024. These material cash requirements relate primarily to our outstanding borrowings or lease obligations for land interests under our towers.
Added
In addition, domestic or international competition laws may prevent or discourage us from acquiring communications infrastructure in certain geographical areas or impede a merger, consolidation, takeover, or other business combination or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us.
Removed
The debt maturities reflect contractual maturity dates and do not consider the impact of the principal payments that will commence following the anticipated repayment dates of certain debt (see footnote (b)).
Added
Risks Relating to Corporate Compliance If we fail to comply with laws or regulations which regulate our business and which may change at any time, we may be fined or even lose our right to conduct some of our business.
Removed
(In millions of dollars) Years Ending December 31, Material Cash Requirements 2025 2026 2027 2028 2029 Thereafter Totals Debt and other long-term obligations (a) $ 1,951 $ 2,787 $ 3,258 $ 2,635 $ 2,478 $ 11,130 $ 24,239 Interest payments on debt and other long-term obligations (b)(c) 897 859 759 646 558 5,396 9,115 Lease obligations (d) 558 551 547 543 538 5,682 8,419 Total material cash requirements $ 3,406 $ 4,197 $ 4,564 $ 3,824 $ 3,574 $ 22,208 $ 41,773 (a) The impact of principal payments that will commence following the anticipated repayment dates of our Tower Revenue Notes, Series 2015-2 and 2018-2 (collectively, "Tower Revenue Notes") is not considered.
Added
A variety of federal, state, local, and foreign laws and regulations apply to our business, including those discussed in "Item 1. Business." Failure to comply with applicable requirements may lead to civil or criminal penalties, require us to assume indemnification obligations or breach contractual provisions.
Removed
The Tower Revenue Notes, Series 2015-2 and 2018-2 have principal amounts of $700 million and $750 million, with anticipated repayment dates in 2025 and 2028, respectively. See note 7 to our consolidated financial statements for our definition of and additional information regarding the Tower Revenue Notes.
Added
We cannot guarantee that existing or future laws or regulations, including federal, state, local, or foreign tax laws, will not adversely affect our business (including our REIT status), increase delays or result in additional costs. We also may incur additional costs as a result of liabilities under applicable laws and regulations, such as those governing environmental and safety matters.
Removed
(b) If the Tower Revenue Notes are not repaid in full by the applicable anticipated repayment dates, the applicable interest rate increases by approximately 5% per annum and monthly principal payments commence using the Excess Cash Flow (as defined in the indenture governing the applicable Tower Revenue Notes) of the issuers of the Tower Revenue Notes.
Added
These factors may have a material adverse effect on us. Risks Relating to Our REIT Status Future dividend payments to our stockholders will reduce the availability of our cash on hand available to fund future discretionary investments, and may result in a need to incur indebtedness or issue equity securities to fund growth opportunities.
Removed
The Tower Revenue Notes are presented based on their contractual maturity dates ranging from 2045 to 2048 and include the impact of an assumed 5% increase in interest rate that would occur following the anticipated repayment dates but exclude the impact of monthly principal payments that would commence using Excess Cash Flow of the issuers of the Tower Revenue Notes.
Added
In such event, the then current economic, credit market or equity market conditions will impact the availability or cost of such financing, which may hinder our ability to grow our per share results of operations.
Removed
The full year 2024 Excess Cash Flow of the issuers of the Tower Revenue Notes was approximately $1.0 billion. We currently expect to refinance these notes on or prior to the respective anticipated repayment dates. (c) Includes the unused commitment fees on our 2016 Credit Facility.
Added
For the first quarter in the year ended 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 $2.1 billion. As we grow cash flows, we expect to increase our dividend per share.
Removed
Interest payments on the variable rate debt are based on estimated rates currently in effect. See note 7 to our consolidated financial statements for information regarding potential upward or downward adjustments to the interest rate spread and unused commitment fee percentage on our 2016 Credit Facility if we achieve specified annual sustainability targets or fail to meet annual sustainability thresholds.
Added
To remain qualified and be taxed as a REIT, we are generally required to annually distribute at least 90% of our REIT taxable income (determined without regard to the dividends paid deduction, excluding net capital gain and after the utilization of any available NOLs) to our stockholders.
Removed
Each annual period presented assumes the downward adjustments in the interest rate spread and unused commitment fee percentage on our 2016 Credit Facility. See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for a discussion of our interest rate risk.
Added
Our quarterly cash common stock dividend will delay the utilization of our NOLs and may cause certain of the NOLs to expire without utilization. See also "Item 1. Business—REIT Status" and "Item 7. MD&A—General Overview—Common Stock Dividend." As discussed in "Item 1.
Removed
(d) Amounts relate primarily to lease obligations for the land on which our towers are located and are based on the assumption that payments will be made for certain renewal periods exercisable at our option that are reasonably certain to be exercised and excludes our contingent payments for operating leases (such as payments based on revenues derived from the communications infrastructure located on the leased asset) as such arrangements are excluded from our operating lease liability.

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