UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 10-K

__________________________


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-16441

__________________________

CROWN CASTLE INC.

(Exact name of registrant as specified in its charter)

__________________________


Delaware						76-0470458
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

8020 Katy Freeway, Houston, Texas 77024-1908

(Address of principal executive offices) (Zip Code)

(713) 570-3000

(Registrant's telephone number, including area code)

Securities Registered Pursuant to
Section 12(b) of the Act

Trading Symbols

Name of Each Exchange
on Which Registered

Common Stock, $0.01 par value

CCI

New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act: NONE.

______________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of a "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $4244.47 billion as of June 30, ~~2024~~2025, the last business day of the registrant's most recently completed second fiscal quarter, based on the New York Stock Exchange closing price on that day of $97102.7073 per share.

Applicable Only to Corporate Registrants

As of ~~March~~February 1219, ~~2025~~2026, there were ~~435~~436,~~431~~070,~~269~~436 shares of common stock outstanding.

Documents Incorporated by Reference

The information required to be furnished pursuant to Part III of this Form 10-K will be set forth in, and incorporated by reference from, the registrant's definitive proxy statement for the annual meeting of stockholders ("~~2025~~2026 Proxy Statement"), which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year ended December 31, ~~2024~~2025.

CROWN CASTLE INC.

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Business	4
Item 1A.	Risk Factors	12
Item 1B.	Unresolved Staff Comments	30
Item 1C.	Cybersecurity	30
Item 2.	Properties	31
Item 3.	Legal Proceedings	31
Item 4.	Mine Safety Disclosures	31
	PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	32
Item 6.	[Reserved]	34
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	34
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	5453
Item 8.	Financial Statements and Supplementary Data	5655
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	9591
Item 9A.	Controls and Procedures	9591
Item 9B.	Other Information	9692
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	9692
	PART III
Item 10.	Directors and Executive Officers of the Registrant	9793
Item 11.	Executive Compensation	9793
Item 12.	Security Ownership of Certain Beneficial Owners and Management	9793
Item 13.	Certain Relationships and Related Transactions	9793
Item 14.	Principal Accounting Fees and Services	9793
	PART IV
Item 15.	Exhibits, Financial Statement Schedules	9894
Item 16.	Form 10-K Summary	~~108~~103
Signatures		~~111~~106

Cautionary Language Regarding Forward-Looking Statements

This Annual Report on Form 10-K ("~~2024~~2025 Form 10-K") contains forward-looking statements that are based on our management's expectations as of the filing date of this report with the Securities and Exchange Commission ("SEC"). Statements that are not historical facts are hereby identified as forward-looking statements. In addition, words such as "estimate," "anticipate," "will," "project," "plan," "intend," "believe," "expect," "likely," "predicted," "positioned," "continue," "~~target," "~~seek," "focus" and any variations of these words and similar expressions are intended to identify forward-looking statements.

Examples of forward-looking statements include our full year ~~2025~~2026 outlook and plans, projections, expectations and estimates regarding (1) our strategy, and the value of our business model, ~~and~~(2) ~~the~~ demand for our ~~communications~~towers, ~~infrastructure~~including factors driving such demand, (23) the growth potential of the U.S. market for ~~shared communications infrastructure~~towers, (~~3) growth in the communications infrastructure industry, (~~4) demand for data and factors driving such demand, (5) ~~the~~ ~~duration of our construction projects, (6)~~ tenants' investment into ~~wireless~~improve ~~networks,~~network ~~(7)~~quality ~~use~~and ofexpand ~~high-bandwidth applications~~capacity, (86) our ability to service our debt and comply with debt covenants, (97) the level of commitment under our debt instruments, (108) our ability to remain qualified as a real estate investment trust ("REIT"), (119) site rental revenues, ~~including~~(10) ~~the~~our ~~growth thereof~~liquidity, ~~(12)~~including the sources and uses ~~of liquidity~~thereof, (1311) impact from the Sprint cancellations (as defined below), (1412) cash inflows and drivers of cash flow growth, (1513) ~~our~~dividends ~~competitive~~and ~~advantage~~share repurchases, (1614) ~~our~~discretionary ~~dividend~~and ~~policy~~sustaining ~~and~~capital ~~the~~expenditures, ~~timing~~including investments therein, ~~amount~~(15) non-renewals, (16) our restructuring activities, including ~~any~~cost ~~increase~~saving orcharges ~~decrease)~~related thereto, ~~payment~~and orthe ~~tax~~timing ~~characterization~~ of ~~our~~payments ~~dividends~~and actions associated therewith, (17) ~~discretionary~~pending ~~and~~sale ~~sustaining~~of ~~capital~~our ~~expenditures~~Fiber ~~and~~Business ~~expansion~~(as ofdefined below), (18) our ~~business~~capital allocation framework, (1819) ~~impact~~maintenance of ~~elevated~~an ~~interest~~

~~rates,~~investment ~~(19)~~grade ~~the~~credit ~~growth~~profile, ~~in our business~~ and ~~its driving factors,~~ (20) ~~our ESG (as defined below) goals, including carbon neutrality, (21) non-renewals, (22) restructuring activities and~~ the ~~cost reductions, charges, payments, scope, actions and savings associated therewith, including timing, amounts, and~~ impact, ~~(23) Fiber strategic review, (24) impacts~~ of ~~small~~the ~~cell~~termination ~~node cancellations, (25) small cell nodes backlog and deployment, including timing~~ of ~~small cell deployments, (26) actions by activist stockholders and the impact therefrom, (27) the impacts to~~ our ~~business~~agreements ~~and~~with ~~results~~DISH. ~~stemming~~Dividends ~~from the changes to our strategy~~ and ~~operating plans as a result of~~ the ~~Fiber~~share ~~operating~~repurchase ~~review,~~program ~~including~~remain ~~with~~subject ~~respect~~ to ~~Fiber capital investments, revenues and cash flows, (28)~~ the ~~valuation~~approval of ~~the Fiber segment in connection with the goodwill impairment charge, (29) the Strategic Fiber Agreement and Strategic Fiber Transaction (each as defined below) and pending sale of~~ our ~~Fiber~~board ~~Business (as defined below)~~directors, ~~including~~which ~~the~~has ~~timing, completion and scope thereof,~~ the ~~potential~~discretion ~~impacts~~to ondetermine ~~our~~whether ~~business and results, and the activities and loss associated therewith, (30) the impacts stemming from changes~~ to ~~our~~declare ~~capital~~dividends ~~allocation~~or ~~framework,~~authorize ~~including~~a anrepurchase ~~anticipated~~program ~~decrease of our dividend,~~ and ~~(31) maintenance of an investment grade credit profile. Whether dividends are to be declared and~~ the ~~amount~~amounts and timing ~~thereof~~of ~~remain subject to~~ the ~~discretion~~dividends ofand ~~our~~share ~~board~~repurchase ~~of directors~~program.

Such forward-looking statements should, therefore, be considered in light of various risks, uncertainties and assumptions, including prevailing market conditions, risk factors described under "Item 1A. Risk Factors" herein and other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected.

Our filings with the SEC are available through the SEC website at www.sec.gov or through our investor relations website at investor.crowncastle.com. We use our investor relations website to disclose information about us that may be deemed to be material. We encourage investors, the media and others interested in us to visit our investor relations website from time to time to review up-to-date information or to sign up for e-mail alerts to be notified when new or updated information is posted on the site.

Interpretation

As used herein, the term "including," and any variation thereof, means "including without limitation." The use of the word "or" herein is not exclusive. Unless this ~~2024~~2025 Form 10-K indicates otherwise or the context otherwise requires, the terms, "we," "our," "our company," "the company" or "us" as used in this ~~2024~~2025 Form 10-K refer to Crown Castle Inc. and its predecessor (organized in 1995), as applicable, each a Delaware corporation (together, "CCI"), and their subsidiaries. Additionally, unless the context suggests otherwise, references to "U.S." are to the United States of America and Puerto Rico, collectively.

PART I

Item 1. Business

Overview

We own, operate and lease shared communications infrastructure that is geographically dispersed throughout the U.S., including (1) more than 40,000 towers and other structures, such as rooftops (collectively, "towers"), (2) approximately 105,000 small cell nodes either currently generating revenue or under contract and (3) approximately 90,000 route miles of fiber primarily supporting small cells and fiber solutions. We refer to our towers, small cells and fiber assets collectively as "communications infrastructure," and, at times, to our customers on our communications infrastructure as "tenants." Our operating segments ~~consist~~historically consisted of (1) Towers and (2) Fiber, which includes both small cells and fiber solutions.

On March 13, 2025, management signed a definitive agreement ("Strategic Fiber Agreement") to sell our Fiber segment, together with certain supporting assets and personnel ("Fiber Business"), with Zayo Group Holdings Inc. ("Zayo") acquiring the fiber solutions business and EQT Active Core Infrastructure fund ("EQT") acquiring the small cell business ("Strategic Fiber Transaction"). Under the agreement, we will receive $8.5 billion in aggregate, subject to certain closing adjustments. The Strategic Fiber Transaction is expected to close in the first half of 2026, subject to certain closing conditions and regulatory approvals.

~~The~~As ~~Fiber~~the ~~Business~~aforementioned ~~did~~sale ~~not~~represents ~~meet~~a ~~the~~material ~~criteria~~strategic ~~for~~shift ~~assets held~~ for ~~sale~~the asCompany, ofthe ~~December~~Fiber ~~31,~~Business' ~~2024,~~results and ~~therefore~~net ~~remains~~assets are presented herein as adiscontinued ~~component~~operations ofand ~~continuing~~comparable ~~operations. As~~prior aperiods ~~result,~~have ~~this~~been ~~document,~~recast ~~unless~~to ~~otherwise~~reflect ~~noted,~~this ~~does~~change. ~~not~~Pending ~~contemplate~~ the ~~planned~~closing ~~sale~~ of the Strategic Fiber ~~Business.~~Transaction, ~~Following~~we ~~the~~will ~~announcement~~continue ofto operate the ~~Strategic~~ Fiber ~~Transaction~~Business ~~and~~in ~~beginning~~accordance with the ~~Company's~~Strategic ~~filing~~Fiber ofAgreement. ~~Form~~Following ~~10-Q for~~ the ~~quarter~~classification ~~ended~~of ~~March 31, 2025,~~ the Fiber Business ~~will be presented~~ as a discontinued ~~operation~~operations, ~~and~~the ~~its~~Company ~~net~~has ~~assets~~one ~~will~~reportable besegment, ~~classified~~which asis ~~held~~also ~~for~~its ~~sale~~operating ~~and~~segment, ~~comparable~~that ~~prior~~constitutes ~~periods~~consolidated ~~will~~results beconsisting ~~recast~~of toits ~~reflect~~towers ~~this change~~operations. ~~Upon~~Unless ~~classification~~otherwise asnoted, ~~held~~all ~~for~~activities ~~sale,~~and weamounts ~~expect~~reported in this document relate to ~~recognize~~the acontinuing ~~loss~~operations of ~~between~~the ~~$700~~Company and ~~$800~~exclude ~~million,~~activities ~~inclusive~~and ofamounts ~~estimated~~related ~~transaction~~to ~~fees~~the Fiber Business.

Our core business is providing access, including space or capacity, to our ~~shared~~towers ~~communications infrastructure~~ via long-term contracts in various forms, including lease, license, sublease and service agreements (collectively, "tenant contracts"). We seek to increase our site rental revenues by adding more tenants on our ~~shared communications infrastructure~~towers, which we expect to result in significant incremental cash flows due to our low incremental operating costs. We operate as a REIT for U.S. federal income tax purposes. See "Item 1. Business—REIT Status" and notes 2 and 910 to our consolidated financial statements.

~~Over~~Approximately ~~nearly~~56% ~~three~~and ~~decades,~~71% weof ~~have~~our ~~assembled~~towers aare ~~leading~~located ~~portfolio~~in ofthe 50 and 100 largest U.S. basic trading areas ("BTAs"), respectively. Our towers ~~predominately~~have ~~through~~a ~~acquisitions~~significant ~~from~~presence ~~large~~in ~~wireless~~each ~~carriers~~of orthe ~~their~~top ~~predecessors~~100 BTAs. ~~More~~We ~~recently,~~derive weapproximately ~~have~~40% ~~extended~~of our ~~communications~~towers ~~infrastructure~~Adjusted ~~presence~~Site byRental ~~investing~~Gross ~~significantly~~Margin infrom ~~our~~towers ~~Fiber~~located ~~segment.~~on ~~Through~~land ~~our~~that ~~product~~we ~~offerings~~own, ofincluding ~~towers~~through fee interests and ~~small~~perpetual ~~cells~~easements, and we ~~seek~~derive toapproximately ~~provide~~60% aof ~~comprehensive~~our ~~solution~~towers toAdjusted ~~enable~~Site ~~our~~Rental ~~wireless~~Gross ~~tenants~~Margin tofrom ~~expand~~towers ~~coverage~~located ~~and~~on ~~capacity~~land ~~for~~that ~~their~~we ~~wireless~~lease, ~~networks~~sublease, manage or license. ~~Furthermore,~~The ~~within~~contracts for the land under our ~~Fiber~~towers ~~segment,~~have wean ~~seek~~average tototal ~~generate~~remaining ~~cash~~life ~~flow~~of ~~growth~~approximately ~~and~~35 ~~stockholder~~years ~~return~~(including byall ~~deploying~~renewal terms exercisable at our ~~fiber~~option), ~~for~~weighted ~~both~~based ~~small~~on ~~cells'~~towers ~~and~~Adjusted ~~fiber~~Site ~~solutions'~~Rental ~~tenants~~Gross Margin.

~~Approximately~~Our ~~56%~~largest ~~and~~tenants ~~71%~~are ofT-Mobile, ~~our~~AT&T ~~towers~~and ~~are~~Verizon ~~located~~Wireless, inwhich ~~the~~collectively 50accounted ~~and~~for ~~100~~approximately ~~largest~~90% ~~U.S.~~of ~~basic~~our ~~trading~~2025 ~~areas~~site ~~("BTAs"),~~rental ~~respectively~~revenues. ~~Our~~See ~~towers~~note ~~have~~15 ato ~~significant~~our ~~presence~~consolidated infinancial ~~each~~statements offor ~~the~~further ~~top~~information ~~100~~regarding ~~BTAs~~our largest tenants. WeSite ~~derive~~rental ~~approximately~~revenues 40represented 95% of our ~~towers~~2025 ~~site~~net ~~rental~~revenues. The ~~gross~~vast ~~margin~~majority ~~from~~of ~~towers~~our ~~located~~site onrental ~~land~~revenues ~~that~~are weof ~~own,~~a ~~including~~recurring ~~through~~nature ~~fee interests~~ and ~~perpetual~~are ~~easements,~~derived ~~and~~from welong-term ~~derive~~tenant ~~approximately~~contracts. ~~60%~~See of"Item ~~our~~1. ~~towers~~Business—The ~~site~~Company" ~~rental~~for ~~gross~~further ~~margin~~information. ~~from~~As ~~towers~~of ~~located~~December ~~on land that we lease~~31, ~~sublease~~2025, ~~manage~~exclusive orof ~~license.~~renewals ~~The~~exercisable ~~contracts~~at ~~for~~ the ~~land~~tenants' ~~under~~option, our ~~towers~~tenant ~~have~~contracts anhad a weighted-average ~~total~~ remaining life of approximately 35six years ~~(including~~and ~~all~~represented ~~renewal~~$23.7 ~~terms~~billion ~~exercisable~~of atexpected ~~our~~future ~~option)~~cash inflows, ~~weighted~~exclusive ~~based~~of onamounts ~~towers~~owed ~~site~~from ~~rental~~DISH ~~gross~~Wireless ~~margin~~L.L.C. ~~The~~("DISH"). ~~majority~~See ofnote ~~our~~18 ~~small~~to ~~cells~~our ~~and~~consolidated ~~fiber~~financial ~~assets~~statements ~~are~~for ~~located in major metropolitan areas, including~~ a ~~presence~~discussion inof ~~most~~the ~~major~~notice ~~U.S. markets. The vast majority~~ of ~~our~~default ~~fiber~~and ~~assets~~termination ~~are~~delivered ~~located~~to ~~on public rights-of-way~~DISH.

~~Our~~As ~~largest~~part ~~tenants are T-Mobile, AT&T and Verizon Wireless, which collectively accounted for approximately three-fourths~~ of our ~~2024~~effort ~~consolidated site rental revenues. See note 14~~ to ~~our~~provide ~~consolidated~~comprehensive ~~financial~~tower ~~statements~~solutions, ~~for~~as ~~further~~an ~~information~~ancillary ~~regarding~~business, ~~our~~we ~~largest~~also ~~tenants.~~offer ~~Site~~certain ~~rental~~services ~~revenues~~relating ~~represented~~to ~~97% of~~ our ~~2024~~towers ~~consolidated~~predominately ~~net~~consisting ~~revenues,~~ of ~~which~~pre-construction ~~67%~~site ~~and~~development ~~33%~~services ~~were~~relating ~~from~~to ~~our~~existing ~~Towers~~or ~~segment~~new ~~and~~tenant ~~Fiber~~equipment ~~segment~~installations, ~~respectively.~~including: ~~Within~~site ~~our Fiber segment~~acquisition, ~~66%~~architectural and ~~34%~~engineering, ofor ~~our~~zoning ~~2024 site rental revenues related to fiber solutions~~ and ~~small~~permitting ~~cells~~(collectively, ~~respectively. The vast majority of our~~ "site ~~rental~~development ~~revenues are of a recurring nature and are derived from long-term tenant contracts. See~~ services"~~Item 1~~). Business—The Company" for further information. 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.

AsSee ~~part~~note of17 to our ~~effort~~consolidated tofinancial ~~provide~~statements ~~comprehensive~~for ~~communications~~a ~~infrastructure~~discussion ~~solutions,~~of asthe anJuly ~~ancillary~~2023 ~~business,~~restructuring we("2023 ~~also~~Restructuring ~~offer~~Plan"), ~~certain~~which ~~services~~included ~~primarily~~discontinuing ~~relating~~tenant toequipment ~~our~~installations ~~Towers~~and ~~segment~~subsequent augmentations (collectively, ~~predominately~~"installation ~~consisting~~services") ofas ~~pre-construction~~a ~~site~~towers ~~development~~product ~~services~~offering ~~relating~~and to(2) ~~existing~~the orJune ~~new~~2024 ~~tenant~~restructuring ~~equipment~~plan ~~installations~~("2024 Restructuring Plan," ~~including:~~and ~~site~~together ~~acquisition~~with the 2023 Restructuring Plan, ~~architectural~~"2023 and ~~engineering,~~2024 orRestructuring ~~zoning~~Plans"). ~~and~~In ~~permitting~~February ~~(collectively~~2026, we initiated a restructuring plan ("~~site~~2026 ~~development~~Restructuring ~~services~~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.

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").

Strategy

As a leading provider of ~~shared~~towers ~~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~~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. Our strategy is based, in part, on our belief that the U.S. is the most attractive market for ~~shared~~tower ~~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. The key elements of our strategy are to:

•Grow cash flows from our existing ~~communications infrastructure~~towers. 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~~towers, which we believe is the core driver of value for our stockholders. Tenant additions or modifications of existing tenant equipment (collectively, "tenant additions") enable our tenants to expand coverage and capacity in order to meet increasing demand for data while generating high incremental returns for our business. We believe our ~~product offerings of~~ towers ~~and small cells through our shared communications infrastructure model~~ provide aan ~~comprehensive,~~ efficient and cost-effective solution for our wireless tenants' growing networks. ~~Additionally,~~that weprovides ~~believe~~an ~~our~~opportunity ~~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 and share repurchases. 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 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. In addition to adding tenants to existing ~~communications infrastructure~~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. These investments include constructing and acquiring new ~~communications~~towers ~~infrastructure~~ that we expect will generate future cash flow growth and attractive long-term returns by adding tenants to those assets over time. 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~~construction ~~and~~of ~~structural enhancements to our existing communications infrastructure~~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.

Our strategy to create long-term stockholder value is based on our belief that there will be considerable future demand for our ~~communications~~towers ~~infrastructure~~ based on the location of our assets and the rapid and continuing growth in the demand for data. We believe that such demand for our ~~communications~~towers ~~infrastructure~~ will continue, will result in growth of our cash flows due to tenant additions on our existing ~~communications infrastructure~~towers, and will create other growth opportunities for us, such as demand for newly constructed or acquired ~~communications infrastructure~~towers, as described above. 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~~.

REIT Status

We operate as a REIT for U.S. federal income tax purposes. As a REIT, we are generally entitled to a deduction for dividends that we pay and, therefore, are not subject to U.S. federal corporate income tax on our net taxable income that is currently distributed to our stockholders. We may be subject to certain federal, state, local and foreign taxes on our income or assets, including (1) taxes on any undistributed income, (2) taxes related to our taxable REIT subsidiaries ("TRSs"), (3) franchise taxes, (4) property taxes and (5) transfer taxes. In addition, we could, under certain circumstances, be required to pay an excise or penalty tax, which could be significant in amount, in order to utilize one or more relief provisions under the Internal Revenue Code of 1986, as amended ("Code"), to maintain qualification for taxation as a REIT. ~~For~~Qualified ~~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. ~~Without~~This ~~further~~deduction ~~legislative~~was ~~action~~made permanent with Public Law 119-21, commonly referred to as the ~~20%~~"One ~~deduction~~Big ~~applicable~~Beautiful toBill ~~qualified~~Act", ~~REIT~~being ~~dividends~~signed ~~will~~into ~~expire~~law in the U.S. on ~~January~~July 14, ~~2026~~2025.

The vast majority of our assets and revenues are in the REIT. See notes 2 and 910 to our consolidated financial statements. 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.

Our foreign assets and operations (~~including~~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.

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~~See notes 2 and 910 to our consolidated financial statements). Our quarterly common stock dividend will delay the utilization of our NOLs and may cause certain of the NOLs to expire without utilization. See "Item 1A. Risk Factors" for risks associated with our REIT status.

Industry Overview

Consumer demand for data continues to grow due to increases in data consumption and increased penetration of bandwidth-intensive devices. This increase in data consumption is driven by factors such as growth in (1) mobile entertainment (such as mobile video, mobile applications and social networking), (2) mobile internet usage (supporting web browsing and trends in telehealth, remote working, online learning and other remote communications), (3) machine-to-machine applications or the "Internet of Things" (such as connected cars and wearables), and (4) the adoption of other bandwidth-intensive applications (such as cloud services, artificial intelligence and video communications). As a result, consumer wireless devices are trending toward bandwidth-intensive devices, including smartphones, laptops, tablets and other emerging and embedded devices, and U.S. wireless carriers are among the first carriers in the world to offer commercial 5th Generation ("5G") mobile cellular communications services to further support such growth.

We expect the following factors to contribute to potential demand for our ~~communications infrastructure~~towers:

•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.

The Company

Virtually all of our towers operations are located in ~~both~~the ~~our~~U.S. ~~Towers~~Following ~~and~~the ~~Fiber~~classification ~~operating~~of ~~segments~~the ~~are~~Fiber ~~located~~Business inas discontinued operations, the ~~U.S.~~Company ~~For~~has ~~more~~one ~~information~~reportable ~~about~~segment, ~~our~~which is also its single operating ~~segments~~segment, that constitutes consolidated results consisting of its towers operations. For more information, see "Item 7. MD&A—Results of Operations" and note 1415 to our consolidated financial statements. Our core business is providing access, including space or capacity, to our ~~shared~~towers ~~communications infrastructure~~ via long-term tenant contracts in the U.S. We believe our ~~communications~~towers ~~infrastructure~~are is integral to our tenants' networks and organizations. See "Item 1. Business—Strategy."

~~Towers Segment.~~ We believe towers are the most efficient and cost-effective solution for providing coverage and capacity for wireless carrier network deployments. We acquired ownership interests or exclusive rights to the majority of our towers directly or indirectly from the largest U.S. wireless carriers (or their predecessors) through transactions consummated since 1999, including towers from (1) AT&T in 2013, (2) T-Mobile in 2012, (3) companies now part of T-Mobile in 2007, (4) companies now part of Verizon Wireless in 1999 and 2000 and (5) companies now part of AT&T in 1999 and 2000.

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 of 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 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. In general, each renewable tenant contract automatically renews at the end of its term unless (1) the tenant provides prior notice of its intent not to renew or (2) the contract is amended or re-negotiated. See "Item 1A. 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~~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. See ~~note~~notes 34 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, ~~2024~~2025 and discussion of the DISH default and termination, respectively.

The average monthly rental payment from a new tenant added to towers can vary based on (1) aggregate tenant volume, (2) the location of the tower, or (3) the amount of tower and ground space leased to a tenant, which can be influenced by the quantity, size, and weight of the tenant's antenna installation or related equipment. 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 ~~Towers~~ tenant contracts and pricing are not influenced by whether or not we perform the site development services.

As of December 31, ~~2024~~2025, the average number of tenants (calculated as a unique license together with any related amendments thereto) per tower was approximately 2.4.

~~Fiber~~Additional ~~Segment~~Site Rental Information. ~~Our~~We ~~Fiber~~have ~~segment~~existing ~~consists~~master ofagreements ~~communications~~with ~~infrastructure~~our ~~offerings~~largest oftenants, ~~small~~including ~~cells~~T-Mobile, AT&T and ~~fiber~~Verizon ~~solutions~~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 towers by such tenants.

~~•Our~~Approximately ~~small~~75% ~~cells~~of ~~offload~~our ~~data~~site ~~traffic~~rental ~~from~~costs ~~towers~~of operations, exclusive of depreciation, amortization, and ~~bolster~~accretion, ~~our~~which ~~tenants'~~is ~~network~~shown ~~capacity~~separately, ~~where~~consists ~~data~~of ~~demand~~ground islease expenses, and the ~~greatest~~remainder includes employee compensation or related benefit costs, property taxes, repairs and ~~are~~maintenance, ~~typically~~and ~~attached~~utilities. Assuming current leasing activity levels, our operating expenses generally tend to ~~public~~escalate ~~right-~~at approximately the rate of~~-way~~ ~~infrastructure~~inflation. 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 ~~utility~~maintenance ~~poles~~or ~~and~~other ~~street~~non-discretionary ~~lights~~capital expenditures, which are typically approximately 1% of net revenues. 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.

~~•We~~Services. ~~offer~~As ~~fiber~~part of our effort to provide comprehensive tower solutions, as an ancillary business, we also offer certain services primarily relating to ~~large~~pre-construction ~~wireless~~site ~~carriers~~development services. 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 ~~organizations~~other ~~with~~revenues ~~high-bandwidth~~primarily related to site development services. 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 ~~multi-location~~(4) ~~demands~~focusing on tenant service and deployment speed. ~~Our~~We ~~fiber~~do ~~solutions~~not always provide ~~essential~~the ~~connectivity~~site ~~resources~~development ~~needed~~services tofor ~~create~~our ~~integrated~~tenants ~~networks~~on ~~and~~our ~~support~~towers ~~organizations~~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.

~~Most of our fiber assets were acquired through transactions dating back to 2012, with the largest transactions occurring in 2017~~Customers. Our ~~fiber~~largest ~~assets~~customers ~~include~~are ~~those~~primarily wecomprised ~~acquired from LTS Group Holdings LLC, Inc., Wilcon Holdings LLC and FPL FiberNet Holdings, LLC and certain other subsidiaries~~ of ~~NextEra~~wireless ~~Energy~~carriers inthat ~~2017,~~operate ~~Quanta~~national ~~Fiber Networks, Inc~~networks. ~~in 2015, and NextG Networks, Inc. in 2012.~~

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. 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.

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.

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. 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,

~~delivering~~Our ~~high~~three ~~incremental~~largest ~~returns~~tenants toare ~~our~~T-Mobile, ~~business.~~AT&T ~~Once~~and ~~constructed~~Verizon Wireless. Collectively, ~~our~~these ~~communications~~three ~~infrastructure~~tenants ~~requires~~accounted ~~minimal~~for ~~sustaining~~approximately ~~capital~~90% ~~expenditures,~~of ~~including~~our ~~maintenance~~2025 orsite ~~other~~rental ~~non-discretionary~~revenues. ~~capital~~See ~~expenditures,~~"Item ~~which~~1A. ~~are~~Risk ~~typically~~Factors" ~~between~~for 1%risks ~~and~~associated 2%with ofour ~~net~~dependence ~~revenues.~~on ~~See~~a small number of customers and note 1315 to our consolidated financial statements. ~~for~~For a2025, ~~tabular~~our ~~presentation~~site ~~of the~~ rental ~~payments~~revenues weby ~~owe~~tenant towere ~~landlords~~as ~~pursuant to our operating lease agreements.~~follows:

~~Services.~~Sales Asand ~~part~~Marketing. ofOur ~~our~~sales ~~effort~~organization tomarkets ~~provide~~our ~~comprehensive~~towers ~~communications~~with ~~infrastructure~~the ~~solutions,~~objective asof ancontracting ~~ancillary~~access ~~business,~~with wetenants ~~also offer certain services primarily relating~~ to ~~pre-construction~~existing ~~site development services in our Towers segment~~towers. ~~See~~We ~~note~~seek 16 to ~~our~~become ~~consolidated financial statements for a discussion of~~ the ~~July~~critical ~~2023~~partner ~~restructuring~~and ~~plan,~~preferred ~~which~~independent ~~included~~tower ~~discontinuing~~provider ~~installation~~for ~~services as a Towers product offering. In 2024,~~ our ~~services~~tenants and ~~other~~increase ~~revenues~~tenant ~~primarily~~satisfaction ~~related~~relative to ~~site development services. We seek to grow~~ our ~~services~~peers ~~revenues~~ by ~~capitalizing~~leveraging onour (1) ~~increased~~existing ~~leasing~~unique ~~volumes~~tower ~~that may result from carrier network upgrades~~footprint, (2) ~~promoting~~tenant ~~site development services~~relationships, (3) process-centric ~~expanding the scope of our services~~approach, and (4) technological ~~focusing on tenant service and deployment speed~~tools. 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.~~ Our ~~Towers~~sales ~~customers~~team ~~are~~is ~~primarily~~organized ~~comprised~~based on a variety of factors, including tenant type (such as large wireless carriers, ~~that~~vertical ~~operate~~customers and organizations) and geography. A team of national account directors maintains our relationships with our largest tenants. 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. 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.

~~Our~~Competition. ~~Fiber~~We ~~customers~~face ~~generally~~competition ~~consist~~for ofsite ~~large~~rental ~~wireless~~tenants ~~carriers~~from ~~and~~various ~~organizations~~sources, ~~with~~including ~~high-bandwidth~~(1) ~~and~~other ~~multi-location~~independent ~~demands,~~tower ~~such~~owners asor ~~enterprise~~operators, (including ~~healthcare~~competitors ~~and~~that ~~financial~~own, operate, or manage towers, rooftops, broadcast or transmission towers, (2) owners or operators of small cells, ~~wholesale~~including the operators of our small cell assets following the closure of our Strategic Fiber Transaction, ~~government~~(3) ~~and~~tenants ~~education~~who ~~institutions~~own or operate their own towers or (4) new alternative deployment methods for towers.

~~Our~~Some ~~three~~of our largest ~~tenants~~competitors are ~~T-Mobile,~~American ~~AT&T~~Tower Corporation and ~~Verizon~~SBA ~~Wireless~~Communications Corporation. ~~Collectively,~~We ~~these~~believe ~~three~~that ~~tenants~~location, ~~accounted~~existing ~~for~~tower ~~approximately~~footprint, ~~three-fourths~~deployment ofspeed, ~~our~~quality ~~2024~~of ~~site~~service, ~~rental~~expertise, ~~revenues.~~reputation, ~~See~~capacity ~~"Item~~and ~~1A.~~price ~~Risk~~have ~~Factors"~~been ~~for~~and ~~risks~~will ~~associated~~continue ~~with~~to ~~our~~be ~~dependence~~the onmost asignificant ~~small~~competitive ~~number~~factors ofaffecting ~~customers and note 14 to~~ our ~~consolidated~~businesses. ~~financial~~See ~~statements~~"Item 1A. ~~For~~Risk ~~2024,~~Factors" ~~our~~for ~~site~~a ~~rental~~discussion ~~revenues~~of bycompetition ~~tenant~~in ~~were~~our ~~as follows:~~industry.

Sales and Marketing. 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. 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.

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. 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. 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. 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 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.

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. 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.

Competitors to our services offering can include site acquisition consultants, zoning consultants, real estate firms, right-of-way consulting firms, construction companies, tower owners or managers, radio frequency engineering consultants, our tenants' internal staff or contractors, or telecommunications equipment vendors who can provide turnkey site development services through multiple subcontractors. We believe that our tenants base their decisions on the outsourcing of services on criteria such as a company's experience, record of accomplishment, reputation, price and time for completion of a project.

~~Environmental, Social and Governance ("ESG")~~Sustainability

Our ~~shared~~multi-tenant ~~communications~~towers ~~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~~towers ~~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. 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. 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. 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.8

~~Additional~~The ~~information~~Nominating ~~regarding our sustainability initiatives~~ and ~~progress~~Governance isCommittee ~~also~~assists ~~available through~~ the ~~Investors~~board ~~section~~ of ~~our~~directors ~~website~~with atsustainability ~~https://investor~~oversight.~~crowncastle.com.~~ ~~The~~Our ~~information~~executive onmanagement ~~our~~team ~~website,~~and ~~including~~senior ~~our~~management ~~ESG~~keep ~~Reports,~~our isboard ~~not,~~of ~~and~~directors ~~shall~~apprised ~~not~~of beour ~~deemed~~sustainability ~~to be~~priorities, ~~incorporated~~goals byand ~~reference into this 2024 Form 10-K or any other filings with the SEC unless expressly noted in any such other filings~~initiatives.

Additional information regarding our sustainability initiatives and progress is also available through the Investors section of our website at https://investor.crowncastle.com. 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. As of January 31, ~~2025~~2026, we employed approximately 34,~~900~~000 people, ~~all~~including approximately 2,500 people recorded in our discontinued operations. All of ~~whom~~our ~~were~~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. 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. We also periodically conduct company-wide employee surveys to help us understand how ~~they~~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.

The well-being of our employees is a crucial element of our safety culture, employee engagement and productivity. We offer a comprehensive total rewards package which includes market-based pay, performance-based annual incentive awards, healthcare and retirement benefits, mental health benefits, parental and family leave, holiday and paid time off and tuition assistance. We further invest in our employees' professional growth and development by providing resources and opportunities to hone their skills and expand their subject-matter expertise, which empowers them to advance their careers and enables our business to prosper.

We are not a party to any collective bargaining agreements and have not experienced any strikes or work stoppages. See "Item 1A. Risk Factors" and note 1617 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.

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. To date, we have not incurred any material fines or penalties or experienced any material adverse effects to our business as a result of any domestic or international regulations, including any environmental regulations. The summary below is based on regulations currently in effect, and such regulations are subject to review or modification by the applicable governmental authority from time to time. If we fail to comply with applicable laws and regulations, we may be fined or lose our rights to conduct some of our business.

Federal Regulations. Both the FCC and the FAA regulate towers used for wireless communications, radio, or television broadcasting. Such regulations control the siting, construction, modification, lighting, and marking of towers and may, depending on the characteristics of particular towers, require the registration of tower facilities with the FCC and the issuance of determinations confirming no hazard to air traffic. Wireless communications devices operating on towers are separately regulated and independently licensed based upon the particular frequency used. In addition, the FCC and the FAA have developed standards to consider proposals for new or modified tower or antenna structures based upon the height or location, including proximity to airports. Proposals to construct or to modify existing tower or antenna structures above certain heights are reviewed by the FAA to ensure the structure will not present a hazard to aviation, which determination may be conditioned upon compliance with lighting or marking requirements. The FCC requires its licensees to operate communications devices only on towers that comply with FAA rules and are registered with the FCC, if required by its regulations. Where tower lighting is required by FAA regulation, tower owners bear the responsibility of notifying the FAA of any tower lighting outage and ensuring the timely restoration of such outages.

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~~. The law, however, limits state and local zoning authority by prohibiting actions by such authorities that discriminate between different service providers of wireless communications or prohibit altogether (actually or effectively) the provision of wireless communications. 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. 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. Over the last several years, the FCC has adopted regulations and 32 states have passed legislation intended to expedite and streamline the deployment of wireless networks, including establishing presumptively reasonable timeframes for reviews by local and state governments. Notwithstanding such developments, decisions of local regulatory authorities and utilities in certain jurisdictions may continue to adversely affect deployment timing and cost. 9

~~Certain~~the oflaw ~~our~~prohibits ~~subsidiaries hold~~ state ~~authorizations,~~and ~~including authorizations to act as competitive~~ local ~~exchange~~restrictions ~~carriers~~based ~~("CLECs"),~~on tothe ~~provide~~environmental ~~intrastate~~effects ~~telecommunication services in addition to FCC authorization to provide domestic interstate telecommunication services. State authorizations may help promote access to public rights-~~of~~-way,~~ ~~which~~radio isfrequency ~~beneficial~~emissions to the ~~timely~~extent ~~deployment~~the offacilities ~~fiber~~comply ~~and~~with ~~small~~FCC 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 sitesregulations. ~~See "Item 1A. Risk Factors" for additional information regarding rights to our infrastructure.~~

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. 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. Over the last several years, the FCC has adopted regulations and 32 states have passed legislation intended to expedite and streamline the deployment of wireless networks, including establishing presumptively reasonable timeframes for reviews by local and state governments. Notwithstanding such developments, decisions of local regulatory authorities and utilities in certain jurisdictions may continue to adversely affect deployment timing and cost.

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. Risk Factors" for additional information regarding rights to our infrastructure.

Environmental. We are required to comply with a variety of federal, state and local environmental laws and regulations protecting environmental quality, including air and water quality, and wildlife. To date, we have not incurred any material fines or penalties or experienced any material adverse effects to our business as a result of any domestic or international environmental regulations or matters. See "Item 1A. Risk Factors" for additional information regarding compliance with laws and regulations.

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. 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. Such determination could significantly delay the FCC's approval of the construction or modification.

10Our 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. As an owner, lessee, or operator of real property, we are subject to certain environmental laws that impose strict, joint-and-several liability for the cleanup of on-site or off-site contamination relating to existing or historical operations; or we could also be subject to personal injury or property damage claims relating to such contamination. 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.

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. As an owner, lessee, or operator of real property, we are subject to certain environmental laws that impose strict, joint-and-several liability for the cleanup of on-site or off-site contamination relating to existing or historical operations; or we could also be subject to personal injury or property damage claims relating to such contamination. 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 recent years, the scientific community has extensively studied low-level radio frequency emissions to determine whether they have any connection to certain negative health effects, such as cancer.

We have compliance programs and monitoring projects designed to promote compliance with applicable environmental laws and regulations. Nevertheless, there can be no assurance that the costs of compliance with existing or future environmental laws will not have a material adverse effect on us.

Available Information

We maintain a website at www.crowncastle.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K (and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act")), proxy statements and other information about us are made available, free of charge, through the Investors section of our website at https://investor.crowncastle.com and at the SEC's website at http://sec.gov as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

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, ~~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. 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.

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.

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

Risks Relating to Our Business and Industry:

•Our business depends on the demand for our communications infrastructure (including towers, small cells and fiber), driven primarily by demand for data, and we may be adversely affected by any slowdown in such demand. Additionally, a reduction in the amount or change in the mix of network investment by our tenants may materially and adversely affect our business (including reducing demand for our communications infrastructure or services).

•A substantial portion of our revenues is derived from a small number of tenants, and the loss, consolidation or financial instability of any of such tenants may materially decrease revenues, reduce demand for our communications infrastructure and services and impact our dividend per share growth.

•The expansion or development of our business, including through acquisitions, increased product offerings or other strategic opportunities, may cause disruptions in our business, which may have an adverse effect on our business, operations or financial results.

•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.

•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.

•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.

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.

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. In addition, if we fail to comply with our covenants, our debt could be accelerated.

•We have a substantial amount of indebtedness. 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.

•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.

•Certain provisions of our restated certificate of incorporation ("Charter") and second amended and restated by-laws, as amended ("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.

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.

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. 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.

•Remaining qualified to be taxed as a REIT involves highly technical and complex provisions of the Code. Failure to remain qualified as a REIT would result in our inability to deduct dividends to stockholders when computing our taxable income, thereby increasing our tax obligations and reducing our available cash.

•Complying with REIT requirements, including the 90% distribution requirement, may limit our flexibility or cause us to forgo otherwise attractive opportunities, including certain discretionary investments and potential financing alternatives.

•REIT related ownership limitations and transfer restrictions may prevent or restrict certain transfers of our capital stock.

Risks Relating to Our Business and Industry

Our business depends on the demand for our communications infrastructure (including towers, small cells and fiber), driven primarily by demand for data, and we may be adversely affected by any slowdown in such demand. Additionally, a reduction in the amount or change in the mix of network investment by our tenants may materially and adversely affect our business (including reducing demand for our communications infrastructure or services).

Tenant demand for our communications infrastructure depends on consumers' and organizations' demand for data. Additionally, the willingness of our tenants to utilize our communications infrastructure, or renew or extend existing tenant contracts on our communications infrastructure, is affected by numerous factors, including:

•availability or capacity of our communications infrastructure or associated land interests;

•location of our communications infrastructure;

•financial condition of our tenants, including their profitability and availability or cost of capital, including through government funding;

•willingness of our tenants to maintain or increase their network investment or changes in their capital allocation strategy;

•need for integrated networks and organizations;

•availability and cost of spectrum for commercial use;

•increased use of network sharing, roaming, joint development, or resale agreements by our tenants;

•mergers or consolidations by and among our tenants;

•changes in, or success of, our tenants' business models;

•governmental regulations and initiatives, including local or state restrictions on the proliferation of communications infrastructure;

•cost of constructing communications infrastructure;

•our market competition, including tenants that may elect to self-perform;

•technological changes, including those (1) affecting the number or type of communications infrastructure needed to provide data to a given geographic area or which may otherwise serve as a substitute or alternative to our communications infrastructure or (2) resulting in the obsolescence or decommissioning of certain existing wireless networks; and

•our ability to efficiently satisfy our tenants' service requirements.

A slowdown in demand for data or our communications infrastructure may negatively impact our growth or otherwise have a material adverse effect on us. If our current or potential tenants are unable to raise adequate capital to fund their business plans, as a result of disruptions in the financial and credit markets or otherwise, they may reduce their spending, which could adversely affect our anticipated growth or the demand for our communications infrastructure or services.

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

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. There can be no assurances that weakness or uncertainty in the economic environment will not adversely impact our tenants or their industries, which may materially and adversely affect our business, including by reducing demand for our communications infrastructure or services. In addition, a slowdown may increase competition for site rental tenants or services. Such an industry slowdown or a reduction in tenant network investment may materially and adversely affect our business.

A substantial portion of our revenues is derived from a small number of tenants, and the loss, consolidation or financial instability of any of such tenants may materially decrease revenues, reduce demand for our communications infrastructure and services and impact our dividend per share growth.

Our three largest tenants are T-Mobile, AT&T and Verizon Wireless. In addition to our three largest tenants, we also ~~derive~~derived a meaningful portion of our revenues and previously anticipated future growth from DISH ~~Network Corporate ("DISH")~~. The loss of any one of our three 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. We cannot guarantee that tenant contracts with our largest tenants will not be terminated or that these tenants will renew their tenant contracts with us.

Consolidation among our largest tenants will likely result in duplicate or overlapping parts of networks, for example, where they are co-residents on a tower or small cell network, which may result in the termination, non-renewal or re-negotiation of tenant contracts and negatively impact revenues from our communications infrastructure. Due to the long-term nature of our tenant contracts, we generally expect that the impact to our site rental revenues from any termination of our tenant contracts as a result of such potential consolidation would be spread out over multiple years. Such consolidation (or potential consolidation) may result in a reduction or slowdown in such tenants' network investment in the aggregate because their expansion plans may be similar. Tenant consolidation could decrease the demand for our communications infrastructure and services, which in turn may result in a reduction in our revenues or cash flows and may trigger a review for impairment of certain long-lived assets.

On January 6, 2022, we entered into an agreement with T-Mobile that addressed the T-Mobile and Sprint network consolidation. WeThis ~~anticipate that this~~ consolidation ~~will~~resulted ~~result~~ in approximately $200 million in Towers non-renewals in 2025, ~~with~~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 expect an additional impact of approximately $4540 million in aggregate Fiber non-renewals to occur in ~~2025~~2026 and in subsequent years, until the closing of the Strategic Fiber Transaction.

~~See~~On ~~"Item~~January 1.12, ~~Business—The~~2026, ~~Company"~~we delivered a notice of default and ~~note~~termination 14to DISH relating to our ~~consolidated~~Master ~~financial~~Lease ~~statements~~Agreement ~~for~~and ~~further~~underlying ~~information~~agreements ~~regarding~~with DISH as a result of DISH failing to make required payments and defaulting on its obligations under the agreements. 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. As of December 31, 2025, associated with our ~~largest~~agreements ~~tenants~~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. 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.

The expansion or development of our business, including through acquisitions, increased product offerings or other strategic opportunities, may cause disruptions in our business, which may have an adverse effect on our business, operations or financial results.

We seek to expand and develop our business, including through acquisitions, increased product offerings, or other strategic opportunities. In the ordinary course of our business, we review, analyze and evaluate various potential transactions or other activities in which we may engage. Such transactions or activities could be complex, costly and time-consuming, or cause disruptions in, increase risk to or otherwise negatively impact our business. 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.

15Our 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~~The ~~Fiber~~ business model for our Fiber operations contains certain differences from our ~~Towers~~ business model for our Towers operations, ~~resulting~~including inthose ~~different~~relating ~~operational~~to ~~risks.~~tenant Ifbase, wecompetition, docontract ~~not~~terms ~~successfully~~(including ~~operate~~requirements ~~our~~for ~~Fiber~~service ~~business~~level ~~model~~agreements orregarding ~~identify~~network orperformance ~~manage~~and ~~the~~maintenance), ~~related~~upfront ~~operational~~capital ~~risks~~requirements, ~~such~~labor ~~operations~~costs, ~~may~~landlord ~~produce~~demographics, ~~results~~deployment ~~that~~and ~~are~~ownership ~~lower~~of ~~than~~certain ~~anticipated~~network assets, operational oversight requirements, government regulations, growth rates and applicable laws.

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

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.

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

Failure to timely, efficiently and safely execute on our construction projects could adversely affect our business.

Our construction projects and related contracts can be long-term, complex in nature, dangerous, costly and challenging to execute. 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. In connection with our construction projects, we generally bear the risk of cost over-runs, labor availability and productivity, and contractor pricing and performance.

associated tenant relationship and (2) the project itself by timely deploying and properly managing appropriate internal and external project resources. In connection with our construction projects, we generally bear the risk of cost over-runs, labor availability and productivity, and contractor pricing and performance.

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.

Such safety risks may cause personal injury or loss of life, severe damage to or destruction of property, suspension of operations or services, or significant damage to the environment, creating financial, regulatory or reputational damage that could adversely affect our business. See "—Our business may be adversely impacted by climate-related events, natural disasters, including wildfires, and other unforeseen events" below for additional information regarding potential adverse impacts to our business which may result from wildfires and other climate-related events.

Further, investments in newly constructed communications infrastructure may result in lower initial returns compared to returns on our existing communications infrastructure or us not being able to realize future tenant additions at anticipated levels.

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

New technologies may reduce demand for our communications infrastructure or negatively impact our revenues.

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

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.

The property interests and other rights to our communications infrastructure, including the land under our towers, are derived from leasehold and sub-leasehold interests, fee interests, easements, licenses, rights-of-way, and franchise and other agreements. A loss of these interests and other rights may interfere with our ability to conduct our business or generate revenues. For various reasons, we may not always have the ability to access, analyze, or verify all information regarding titles or other issues prior to acquiring communications infrastructure. Further, we may not be able to renew ground leases or other agreements on commercially viable terms.

Our ability to retain rights to the land on which our towers are located depends on our ability to purchase such land, by acquiring fee interests and perpetual easements, or renegotiate or extend the terms of the agreements relating to such land. Approximately 10% of our towers ~~site~~Adjusted ~~rental~~Site ~~gross~~Rental ~~margin~~Gross Margin for the year ended December 31, ~~2024~~2025 was derived from towers where the leases for the land under such towers had final expiration dates of less than 10 years. If we are unable to retain rights to the property on which our communications infrastructure is located, our business may be adversely affected.

As of December 31, ~~2024~~2025, approximately 5455% 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. We have no obligation to exercise such purchase options. We may not have the required available capital to exercise our right to purchase some or all of these towers at the time these options are exercisable. Even if we do have available capital, we may choose not to exercise our

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. We may not have the required available capital to exercise our right to purchase some or all of these towers at the time these options are exercisable. 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. In the event that we do not exercise these purchase rights, or are otherwise unable to acquire an interest that would allow us to continue to operate these towers after the applicable period, we will lose the cash flows derived from such towers, which may have a material adverse effect on our business. In the event that we decide to exercise these purchase rights, the benefits of the acquisition of these towers may not exceed the costs, which could adversely affect our business. Additional information concerning these towers and the applicable purchase options as of December 31, ~~2024~~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 ~~for a weighted-average initial term of approximately 28 years, weighted based on towers site rental gross margin~~. We have the option to purchase the leased and subleased towers from AT&T at the end of the respective lease or sublease terms for aggregate option payments of approximately $4.2 billion, which payments, if such option is exercised, would be due between 2032 and 2048.

•32% of our towers are leased or subleased or operated and managed under master leases, subleases or other agreements with T-Mobile (including those which T-Mobile assumed in its merger with Sprint). ~~Approximately~~In ~~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 approximately half of such leased and subleased towers from T-Mobile for approximately $2.3 billion. ~~The remainder of such towers have a weighted-average initial term of approximately 28 years, weighted based on towers site rental gross margin.~~ We have the option to purchase the remainder of such towers from T-Mobile at the end of the respective terms for aggregate option payments of approximately $2.0 billion, which payments, if such option is exercised, would be due between 2035 and 2049. In addition, another 1% of our towers under master leases, subleases, and other agreements with T-Mobile are subject to a lease and sublease or other related arrangements with AT&T. We have the option to purchase these towers from AT&T at the end of their respective lease terms for aggregate option payments of up to approximately $~~385~~373 million as of December 31, 2025, which payments, if such option is exercised, would be due prior to 2032 (less than $125 million would be due before 2029).

Under master lease or master prepaid lease arrangements we have with AT&T and T-Mobile (including those which T-Mobile assumed in its merger with Sprint), certain of our subsidiaries lease or sublease, or are otherwise granted the right to operate and manage, towers from bankruptcy remote subsidiaries of such carriers. If one of these bankruptcy remote subsidiaries should become a debtor in a bankruptcy proceeding and is permitted to reject the underlying ground lease, our subsidiaries could lose their interest in the applicable sites. If our subsidiaries were to lose their interest in the applicable sites or if the applicable ground leases were to be terminated, we would lose the cash flow derived from the towers on those sites, which may have a material adverse effect on our business. We have similar bankruptcy risks with respect to sites that we operate under management agreements.

For our small cells and fiber, we must maintain rights-of-way, franchise, pole attachment, conduit use, fiber use and other agreements to operate our assets. For various reasons, we may not always have the ability to maintain these agreements or obtain future agreements to construct, maintain and operate our fiber assets. Access to rights-of-way may depend on our CLEC status, and we cannot be certain that jurisdictions will (1) recognize such CLEC status or (2) not change their laws concerning CLEC access to rights-of-way. If a material portion of these agreements are terminated or are not renewed, we might be forced to abandon our assets, which may adversely impact our business. In order to operate our assets, we must also maintain fiber agreements that we have with public and private entities. There is no assurance that we will be able to renew these agreements on favorable terms, or at all. If we are unable to renew these agreements on favorable terms, we may face increased costs or reduced revenues.

Additionally, in order to expand our communications infrastructure footprint to new locations, we often need to obtain new or additional rights-of-way and other agreements. Our failure to obtain these agreements in a prompt and cost-effective manner may prevent us from expanding our footprint, which may be necessary to meet our contractual obligations to our tenants and could adversely impact our business.

Our services business has historically experienced significant volatility in demand, which reduces the predictability of our results.

The operating results of our services business for any particular period may experience significant fluctuations given its non-recurring nature and should not necessarily be considered indicative of longer-term results for this activity. Our services business is generally driven by demand for our communications infrastructure and may be adversely impacted by various factors, including:

•competition;

•the timing, mix and amount of tenant network investments;

•the rate and volume of tenant deployment plans;

•unforeseen delays or challenges relating to work performed;

•economic weakness or uncertainty;

•labor availability and productivity;

•availability of key components;

•our market share; and

•changes in the size, scope, or volume of work performed.

During both ~~2023~~2024 and ~~2024~~2025, due primarily to our discontinuation of installation services as a ~~Towers~~towers product offering previously announced in July 2023, services and other revenues decreased by 3654% and 5349%, respectively, when compared to ~~years~~year ended December 31, ~~2022 and~~ 2023~~, respectively~~. We continue to offer site development services on our towers. See note 1617 to our consolidated financial statements and "Item 7. MD&A—General Overview—Highlights of Business Fundamentals and Results" for further discussion of our 2023 Restructuring Plan, which included discontinuing installation services as a ~~Towers~~towers product offering.

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.

Our growth is dependent on our entering into new tenant contracts (including amendments to tenant contracts upon modification of existing towers, small cells or fiber), as well as renewing or renegotiating tenant contracts when existing tenant contracts terminate. Competition in our industry may make it more difficult for us to attract new tenants, maintain or increase our gross margins, or maintain or increase our market share. In addition, competition (primarily in our fiber solutions business) may, in certain circumstances, cause us to renegotiate certain existing tenant contracts to avoid early contract terminations. We face competition for site rental tenants and associated contractual rates from various sources, including (1) other independent communications infrastructure owners or operators, including those 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 and (3) new alternative deployment methods for communications infrastructure.

Our Fiber business generally has different competitors than those in our Towers business, including other owners of fiber, as well as new entrants into small cells and fiber solutions, some of which may have larger networks, greater financial resources or more experience in managing such assets than we have. The level of non-renewals associated with fiber solutions is generally higher than that of Towers and small cells.

New wireless technologies may not deploy or be adopted by tenants as rapidly or in the manner projected.

There can be no assurances that new wireless services or technologies, which may drive demand for our communications infrastructure, will be introduced or deployed as rapidly or in the manner projected by the wireless carriers. In addition, demand or tenant adoption rates for such new technologies may be lower or slower than anticipated for numerous reasons. As a result, growth opportunities or demand for our communications infrastructure arising from such technologies may not be realized at the times or to the extent anticipated.

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.

The potential connection between radio frequency emissions and certain negative health effects, including some forms of cancer, has been the subject of substantial study by the scientific community in recent years. We cannot guarantee that claims relating to radio frequency emissions will not arise in the future or that the results of such studies will not be adverse to us.

Public perception of possible health risks associated with cellular or other wireless connectivity services and wireless technologies (such as 5G) may slow or diminish the growth of wireless companies and deployment of new wireless technologies, which may in turn slow or diminish our growth. In particular, negative public perception of, and regulations regarding, these perceived health risks may slow or diminish the market acceptance of wireless services and technologies. If a connection between radio frequency emissions and possible negative health effects were established, our operations, costs, or revenues may be materially and adversely affected. We currently do not maintain any significant insurance with respect to these matters.

Cybersecurity breaches or other information technology disruptions could adversely affect our operations, business, and reputation.

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 ~~reliance~~business onmay ~~cloud-~~pose ornew ~~internet-based~~information ~~services~~security risks and onchallenges. ~~remote~~The increased prevalence of AI may

also heighten cybersecurity and data protection risks. AI-enabled systems, as well as AI-driven techniques used by threat actors, may increase the sophistication, scale, frequency, and speed of cyberattacks targeting our information technology systems, operational technology, or sensitive data. Further, our reliance on cloud- or internet-based services and on remote access to information systems increases our exposure to potential cybersecurity incidents. An attack attempt or security breach, such as a distributed denial of service attack, could potentially result in (1) interruption or cessation of certain of our services to our tenants or access by our tenants to certain of our information technology systems, (2) our inability to meet expected levels of service to our tenants, (3) data transmitted over our tenants' networks being compromised or misappropriated, or (4) business or other sensitive data being compromised, misappropriated or lost. Although we believe we have a comprehensive incident response plan and other cybersecurity measures and policies in place, we cannot guarantee that our security measures will not be circumvented, resulting in tenant network failures or interruptions that could impact our tenants' network availability and have a material adverse effect on our business, financial condition, or operational results.

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

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 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. 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.

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. In addition, reliance on legacy or fragmented systems may affect data accuracy, system reliability, and management’s ability to obtain timely and actionable information.

Some of our IT and digital initiatives require significant investment, which can be complex and are subject to risks, including implementation delays, cost overruns, integration challenges, and disruption to ongoing operations. Even when successfully implemented, such systems may not deliver anticipated benefits or may require ongoing investment to remain effective as technologies, customer expectations, and industry practices evolve.

If our competitors or customers adopt advanced digital capabilities more quickly than we do, we could be at a competitive disadvantage. Any failure to effectively invest in or execute our IT and digital initiatives could adversely affect our operational performance, financial results, and ability to execute our business strategy.

Our business may be adversely impacted by climate-related events, natural disasters, including wildfires, and other unforeseen events.

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

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. Further, we do not maintain, and do not expect to maintain, insurance policies that provide adequate coverage in the event that our actions (or those actions of those acting on our behalf) contribute to a wildfire event, as a result of the fact that such insurance policies are generally not economically available.

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. In response, we have published ESG reports and related materials and made other public announcements regarding our ESG position, initiatives and goals. 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. 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.

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. 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. Failure to comply with any legislation, regulation or policy, including as a result of good faith

~~interpretations~~While ~~that~~we ~~may~~currently ~~differ~~maintain ~~from~~insurance ~~those~~policies ~~taken~~that byinclude coverage in the ~~relevant~~event ~~enforcement~~of ~~authorities~~natural disasters and other unforeseen events, ~~could~~including ~~potentially~~possible ~~result~~incidents in ~~substantial~~which ~~fines~~our actions (or the actions of those acting on our behalf) contribute to such events, ~~criminal~~there ~~sanctions~~can be no assurances that such coverage will be adequate to cover exposure from such events. Further, ~~reputational~~we ~~harm~~do not maintain, and do not expect to maintain, insurance policies that provide adequate coverage in the event that our actions (or ~~operational~~those ~~changes~~actions of those acting on our behalf) contribute to a wildfire event, as a result of the fact that such insurance policies are generally not economically available.

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.

Failure to attract, recruit and retain qualified and experienced employees could adversely affect our business, operations and costs.

Our ability to sustain and grow our business and execute on our strategy requires us, in part, to attract, recruit and retain qualified and experienced employees, including key management personnel and other talent. We have encountered a competitive labor market for experienced talent in our industry due, in part, to macroeconomic conditions. Our stock price performance has caused, and may continue to cause, a failure to achieve certain metrics on which vesting of our performance-based equity awards is based. If our total compensation package is not viewed as competitive, our ability to successfully attract, recruit and retain key employees could adversely impact our business, operations, and costs, which could result in the loss of institutional knowledge and expertise of departing employees.

We have recently experienced, and may continue to experience, the departure of key management personnel, as well as the elimination and consolidation of roles and responsibilities. See "—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." and "— 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." for a discussion of the Strategic Fiber Transaction, recent management changes and the reductions in our workforce in 2023 and 2024, and the potential adverse impact on our workforce therefrom.

Changes to management, including turnover of our top executives, could have an adverse effect on our business.

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

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. 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. 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.

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. The 2023 Restructuring Plan included reducing our total employee headcount by approximately 15%, discontinuing installation services as a ~~Towers~~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. The actions associated with the 2023 Restructuring Plan were substantially completed and related charges were recorded by June 30, 2024, while the payments for the employee headcount reduction were substantially completed by December 31, 2024. The remaining payments for the office space consolidation will be completed inby 2032.

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

In ~~addition,~~February ~~we may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur~~2026, ~~including in connection with the execution of these actions. We have made certain assumptions in estimating the anticipated savings~~ we ~~expect~~initiated ~~to achieve under~~ the 2026 Restructuring ~~Plans,~~Plan ~~which~~as ~~include~~part ~~the estimated savings from the elimination~~ of ~~certain headcount and the consolidation and closure of office space. These assumptions may turn out to be incorrect due to a variety of factors. In addition,~~ our ~~ability~~efforts to ~~realize~~enhance the ~~expected~~efficiency ~~benefits from the Restructuring Plans is subject to significant business, economic~~ and ~~competitive~~effectiveness ~~uncertainties and contingencies, many~~ of ~~which~~the ~~are~~our ~~beyond~~standalone ~~our~~tower ~~control~~business. As ~~such~~a result, we ~~may~~announced ~~not~~a ~~realize,~~reduction inof ~~full~~our ortotal intower ~~part, or sustain, the anticipated benefits from the Restructuring Plans or do so within the expected time frame,~~ and ~~anticipated~~corporate ~~benefits~~employee ~~may~~headcount ~~not~~by beapproximately ~~adequate to meet our long-term profitability and operational expectations~~20%.

~~Furthermore,~~In addition to the 2023 and 2024 Restructuring Plans and 2026 Restructuring Plan, we may ~~result~~from intime ~~unintended~~to ~~consequences~~time take actions to realign our business, operations, and cost structure with our strategic priorities. In undertaking these actions we may incur other charges or cash expenditures not initially contemplated due to unanticipated events that may occur, including: in connection with the execution of these actions. 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. 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. 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.

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.

If we experience any of these adverse consequences, the ~~Restructuring~~actions ~~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.

Actions of activist stockholders could impact the pursuit of our business strategies and adversely affect our results of operations, financial condition, or stock price.

We have been, and may in the future be, subject to activities initiated by activist stockholders. In December 2023, we entered into a Cooperation Agreement ("Cooperation Agreement") with Elliott Investment Management L.P., Elliott Associates, L.P. and Elliott International, L.P. (collectively, "Elliott"). Pursuant to the Cooperation Agreement, we agreed, among other things, (1) to promptly appoint Jason Genrich and Sunit Patel as members of the board of directors, with an initial term that expired at our 2024 Annual Meeting of Stockholders ("2024 Annual Meeting"), (2) to establish a Fiber Review Committee to conduct a strategic and operational review of our Fiber business and (3) to establish a CEO Search Committee to conduct a search for the next CEO of our ~~company~~Company.

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

~~our~~not ~~strategic~~be ~~direction or business mix (for example~~received, ~~our~~and ~~proxy~~separation ~~contest~~of inthe ~~2024~~Fiber ~~with~~Business ~~Boots~~from ~~Capital) could have an adverse effect on us because: (1) responding to actions by activist stockholders could disrupt~~ our ~~business~~current ~~and~~ operations, beand ~~costly~~if orthese ~~time-consuming,~~conditions orare ~~divert~~not ~~the~~satisfied ~~attention of our board of directors~~ or ~~management~~waived, ~~from~~ the ~~pursuit~~transaction ofwill ~~business~~not ~~strategies,~~be ~~which~~completed." ~~could~~and ~~adversely~~"—The ~~affect~~failure ~~our~~to ~~results~~complete ofthe ~~operations~~planned orsale ~~financial~~of ~~condition;~~the ~~(2)~~Fiber ~~perceived~~Business ~~uncertainties as~~ to ~~our~~Zayo ~~future~~and ~~direction~~EQT ~~may~~could ~~lead~~have ~~to the perception of~~ a ~~change~~material inand ~~the~~adverse ~~direction~~effect ofon ~~the~~our business, ~~instability,~~results ~~or lack~~ of ~~continuity~~operations, ~~any~~financial ofcondition, ~~which~~cash ~~may be exploited by our competitors~~flows, ~~cause concern to our current or potential customers~~ and ~~vendors,~~stock ~~cause~~price." ~~concern~~for ina ~~the~~discussion ~~minds~~ of ~~our~~the ~~employees~~Strategic ~~and~~Fiber ~~make~~Transaction. itThe ~~more~~Cooperation ~~difficult~~Agreement, toas ~~attract~~amended, ~~and~~remains ~~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~~effect.

We strive to maintain constructive, ongoing communications with all stockholders, and we welcome constructive input from all stockholders toward the shared goal of enhancing long-term stockholder value. Nonetheless, we may not be successful in engaging constructively with one or more stockholders, and any resulting activist campaign that contests, or seeks to change, our strategic direction or business mix (for example, our proxy contest in 2024 with Boots Capital) could have an adverse effect on us because: (1) responding to actions by activist stockholders could disrupt our business and operations, be costly or time-consuming, or divert the attention of our board of directors or management from the pursuit of business strategies, which could adversely affect our results of operations or financial condition; (2) perceived uncertainties as to our future direction may lead to the perception of a change in the direction of the business, instability, or lack of continuity, any of which may be exploited by our competitors, cause concern to our current or potential customers and vendors, 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.

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.

On March 13, 2025, we signed the Strategic Fiber Agreement to sell all of our Fiber Business, with Zayo acquiring the fiber solutions business and EQT acquiring the small cell business. The pending sale of the Fiber Business may have an adverse effect on our operating results if our customers delay, defer, or cancel work with us pending completion of the Strategic Fiber Transaction.

We are subject to additional risks in connection with the pendency of the proposed Strategic Fiber Transaction, including:

•Parties with which we do business may be uncertain as to the effects the transaction may have on them, including with respect to current or future business relationships with us, and these relationships may be subject to disruption as customers, suppliers and other persons with whom we have a business relationship may delay or defer certain business decisions or might decide to terminate, change or renegotiate their relationships with us, as applicable, or consider entering into business relationships with parties other than us. 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.

See "—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." below for a discussion of risks associated with the potential failure to complete the planned sale of the Fiber Business.

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 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.

governmental ~~entities~~authorities, ~~Zayo~~including various consents, ~~EQT~~clearances under antitrust statutes, authorizations and ~~us.~~declarations ~~Such~~of ~~conditions~~non-objection, ~~any~~or ~~such~~expiration ~~negotiations~~of waiting periods (or extensions thereof), and ~~the~~(2) ~~process~~separating each of ~~obtaining~~the ~~regulatory~~fiber ~~approvals~~solutions ~~could~~and ~~have~~small ~~the~~cell ~~effect~~businesses offrom ~~delaying~~our orcurrent ~~preventing~~operations, ~~consummation~~in accordance with the terms of the ~~transaction~~Strategic Fiber Agreement.

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. Such conditions, any such negotiations and the process of obtaining regulatory approvals could have the effect of delaying or preventing consummation of the transaction.

The separation and conveyance of each of the fiber solutions and small cells businesses from our current operations to the respective purchaser in connection with the Strategic Fiber Transaction poses significant challenges, including division and allocation of assets, information technology, contracts and employees relating to each of the applicable businesses.

If any of these conditions, certain of which may not be within our control, are not satisfied or waived, the Strategic Fiber Agreement may be terminated, or the Strategic Fiber Transaction may not close.

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 Strategic Fiber Transaction, which is expected to close in the first half of 2026, is subject to the satisfaction or waiver of certain closing conditions, and there is no assurance that all of the various conditions will be satisfied, or that the transaction will be completed on the proposed terms, within the expected timeframe or at all. The closing of the transaction may be delayed, and the transaction may ultimately not be completed, due to a number of factors, including as a result of the failure to satisfy any requisite closing condition in the Strategic Fiber Agreement, potential future stockholder litigation and other legal and regulatory proceedings.

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.

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. In addition, if we fail to comply with our covenants, our debt could be accelerated.

We have a substantial amount of indebtedness (approximately $2324.82 billion as of ~~March~~February 1219, ~~2025~~2026). See "Item 7. MD&A—Liquidity and Capital Resources" for a tabular presentation of our contractual debt maturities. As a result of our substantial indebtedness:

•we may be more vulnerable to general adverse economic or industry conditions;

•we may find it more difficult to obtain additional financing to fund discretionary investments or other general corporate requirements or to refinance our existing indebtedness;

•we are or will be required to dedicate a substantial portion of our cash flows from operations to the payment of principal or interest on our debt, thereby reducing the available cash flows to fund other projects, including the discretionary investments discussed in "Item 1. Business" and "Item 7. 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.

24An increase in interest rates driven by the Federal Reserve would increase our cost of borrowing. Between March 2022 and August 2023 the Federal Reserve raised the federal funds rate from 0.20% to 5.33%. As of February 19, 2026, approximately 19% of our outstanding indebtedness consisted of variable interest rates. 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 "Item 7A. Quantitative and Qualitative Disclosures about Market Risk" for a further discussion of our interest rate risk.

~~From~~Currently, ~~March~~we ~~2022~~have ~~until~~debt ~~recently~~instruments in place that limit, ~~the~~in ~~Federal~~certain ~~Reserve~~circumstances, ~~repeatedly~~our ~~raised~~ability ~~the~~to ~~federal~~incur ~~funds~~additional ~~rate~~indebtedness, ~~which~~pay ~~adversely~~dividends, ~~impacted~~create ~~the~~liens, ~~interest~~sell ~~rates~~assets, onor ~~our~~engage ~~variable~~in ~~rate~~certain ~~debt~~mergers and ~~refinancings~~acquisitions, ofamong ~~fixed~~other ~~rate debt~~things. As ofIn ~~March 12~~addition, ~~2025~~the credit agreement governing our senior unsecured credit facility ("2016 Credit Agreement"), ~~approximately~~which 9%consists of our ~~outstanding~~senior ~~indebtedness~~unsecured ~~consisted~~term ofloan ~~variable~~A ~~interest~~facility ~~rates~~and senior unsecured revolving credit facility (collectively, "2016 Credit Facility"), contains financial maintenance covenants. ~~Such~~ ~~variable~~Our ~~interest~~ability to comply with these covenants or to satisfy our debt ~~had~~obligations awill ~~weighted~~depend ~~average~~on ~~rate~~our offuture 5operating performance.2% asIf ofwe ~~March 12,~~violate ~~2025,~~the ~~compared~~restrictions in our debt instruments or fail to ~~6.5%~~comply with our financial maintenance covenants, ~~5.4%~~we ~~and~~will ~~1.1%~~be asin ofdefault ~~December~~under ~~31,~~those ~~2023~~instruments, ~~2022~~which ~~and~~in ~~2021,~~some ~~respectively~~cases would cause the maturity of a substantial portion of our long-term indebtedness to be accelerated. ~~Recently~~In addition, the ~~Federal~~closing ~~Reserve~~of ~~has~~the ~~started~~Strategic toFiber ~~loosen~~Transaction ~~its~~could ~~monetary~~adversely ~~policy~~affect byour ~~lowering~~compliance with certain covenants and restrictions. While we would expect to seek to refinance or amend the ~~federal~~affected ~~funds~~debt ~~rate;~~instrument ~~however~~in the event of noncompliance, ~~any~~there ~~prolonged~~can ~~period~~be ofno ~~elevated~~assurance ~~interest~~that ~~rates~~we orwould ~~further~~be ~~increases~~able to ~~interest~~do ~~rates~~so on ~~such~~acceptable ~~debt~~terms. Furthermore, if the limits on our ability to pay dividends prevent us from satisfying our REIT distribution requirements, we could ~~continue~~fail to ~~adversely~~remain ~~impact~~qualified for taxation as a REIT. If these limits do not jeopardize our ~~financial~~qualification ~~results~~for ~~and~~taxation as a REIT but nevertheless prevent us from distributing 100% of our ~~ability~~REIT taxable income, we will be subject to ~~meet~~federal ~~our~~and ~~dividend~~state ~~growth~~corporate ~~targets~~income taxes, ~~strategically~~and ~~deploy~~potentially a nondeductible excise tax, on our ~~capital~~undistributed ortaxable ~~execute~~income. If our ~~business~~operating ~~plan~~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 7A7. ~~Quantitative~~MD&A—Liquidity and ~~Qualitative~~Capital ~~Disclosures~~Resources—Debt ~~about Market Risk~~Covenants" for a further discussion of our ~~interest~~debt ~~rate risk~~covenants.

Currently, we have debt instruments in place that limit, in certain circumstances, our ability to incur additional indebtedness, pay dividends, create liens, sell assets, or engage in certain mergers and acquisitions, among other things. In addition, the credit agreement governing our senior unsecured credit facility ("2016 Credit Agreement"), which consists of our senior unsecured term loan A facility and senior unsecured revolving credit facility (collectively, "2016 Credit Facility"), contains financial maintenance covenants. Our ability to comply with these covenants or to satisfy our debt obligations will depend on our future operating performance. If we violate the restrictions in our debt instruments or fail to comply with our financial maintenance covenants, we will be in default under those instruments, which in some cases would cause the maturity of a substantial portion of our long-term indebtedness to be accelerated. Furthermore, if the limits on our ability to pay dividends prevent us from satisfying our REIT distribution requirements, we could fail to remain qualified for taxation as a REIT. If these limits do not jeopardize our qualification for taxation as a REIT but nevertheless prevent us from distributing 100% of our REIT taxable income, we will be subject to federal and state corporate income taxes, and potentially a nondeductible excise tax, on our undistributed taxable income. If our operating subsidiaries were to default on their debt, the trustee could seek to foreclose the collateral securing such debt, in which case we could lose the communications infrastructure and the associated revenues. See "Item 7. MD&A—Liquidity and Capital Resources—Debt Covenants" for a further discussion of our debt covenants.

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. 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. 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.

We have a substantial amount of indebtedness. 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.

We have a substantial amount of indebtedness, which, upon final maturity, we will need to refinance or repay. See "Item 7. MD&A—Liquidity and Capital Resources" for a tabular presentation of our contractual debt maturities. There can be no assurances we will be able to refinance our indebtedness (1) on commercially reasonable terms, (2) on terms, including with respect to interest rates, as favorable as our current debt, or (3) at all. As of ~~March~~February 1219, ~~2025~~2026, approximately 5560% of our fixed rate debt, with a weighted average interest rate of 3.87%, is scheduled to mature over the next five years. If interest rates remain elevated or continue to increase, we may have to (1) refinance our maturing fixed rate debt at interest rates that exceed the current interest rates on such debt or (2) use our variable interest rate debt to repay such fixed rate debt, thereby increasing our exposure to interest rate fluctuations.

Economic conditions and the credit markets have historically experienced, and may continue to experience, periods of volatility, uncertainty, or weakness that could impact (1) the availability or cost of debt financing, including any refinancing of the obligations described above, (2) our ability to draw the full amount of our $7.0 billion senior unsecured revolving credit facility under our 2016 Credit Facility ("2016 Revolver"), that, as of ~~March~~February 1219, ~~2025~~2026, had $75.02 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 ~~March~~February 1219, ~~2025~~2026, had $1.19 billion outstanding.

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. 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. 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.

Future sales or issuances of common stock or other equity related securities may adversely affect the market price of our common stock, including any shares of our common stock issued to finance capital expenditures, finance strategic initiatives or repay debt. Our business strategy contemplates access to external financing to fund certain discretionary investments, which may include issuances of common stock or other equity related securities. We maintain an "at-the-market" stock offering program ("2024 ATM Program") through which we may, from time to time, issue and sell shares of our common stock having an aggregate gross sales price of up to $750 million to or through sales agents. As of ~~March~~February 1219, ~~2025~~2026, we had $750 million of gross sales of common stock remaining under our 2024 ATM Program. From time to time, we may refresh or implement a new "at-the-market" stock offering program. See note 1011 to our consolidated financial statements. As of ~~March~~February 1219, ~~2025~~2026, we had approximately ~~435~~436 million shares of common stock outstanding.

We have reserved an aggregate of approximately 1514 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. 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.

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.

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. 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 arising under the Securities Act of 1933, as amended (“Securities Act”). 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. 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).

arising under the Securities Act of 1933, as amended (“Securities Act”). 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. 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).

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.

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.

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.

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. 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. 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. 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.

~~During~~For ~~each of~~ the ~~quarters~~first quarter in the year ended ~~2024~~2025, we paid a common stock dividend of $1.565 per share, ~~totaling~~and ~~approximately~~for ~~$2.7~~each ~~billion. We~~remaining ~~are~~quarter ~~updating~~in ~~our capital allocation framework to focus more on free cash flow generation and financial flexibility~~2025, ~~which~~ we ~~currently~~paid ~~expect to result in~~ a ~~reduction~~common tostock ~~our~~ dividend, ~~beginning~~of ~~with~~$1.0625, ~~our~~totaling ~~expected~~approximately ~~second quarter 2025 dividend~~$2.1 billion. As we grow cash flows ~~thereafter~~, we expect to increase our dividend per share. Whether dividends are to be declared and the amount and timing thereof remain subject to the discretion of our board of directors. See ~~notes~~note 1011 ~~and 17~~ to our consolidated financial statements.

We operate as a REIT for U.S. federal income tax purposes. 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. 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. Business—Strategy," we seek to invest our available capital, including the net cash generated by our operating activities and external financing sources, in a manner that we believe will increase long-term stockholder value on a risk-adjusted basis. Our historical discretionary investments have included the following (in no particular order): construction of communications infrastructure; acquisitions of communications infrastructure; 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. External financing, including debt, equity, and equity-related issuances to fund future discretionary investments either (1) may not be available to us or (2) may not be accessible by us at terms that would result in the investment of the net proceeds raised yielding incremental growth in our per share operating results. As a result, future dividend payments may hinder our ability to grow our per share results of operations or otherwise adversely affect our ability to execute our business plan.

Remaining qualified to be taxed as a REIT involves highly technical and complex provisions of the Code. Failure to remain qualified as a REIT would result in our inability to deduct dividends to stockholders when computing our taxable income, thereby increasing our tax obligations and reducing our available cash.

As a REIT, we are generally entitled to a deduction for dividends that we pay and therefore are not subject to U.S. federal corporate income tax on our net taxable income that is currently distributed to our common stockholders.

While we intend to operate so that we remain qualified as a REIT, given the highly complex nature of the rules governing REITs, the importance of ongoing factual determinations, the possibility of future changes in our circumstances, and the potential impact of future changes to laws and regulations impacting REITs, no assurance can be given that we will qualify as a REIT for any particular year.

In addition, the present U.S. federal tax treatment of REITs is subject to change, possibly with retroactive effect, by legislative, judicial or administrative action at any time, and any such change might adversely affect our REIT status or benefits. We cannot predict the impact, if any, that such changes, if enacted, might have on our business. However, it is possible that such changes could adversely affect our business, including our REIT status.

If, in any taxable year, we fail to qualify for taxation as a REIT and are not entitled to relief under certain provisions of the Code, then:

•we will not be allowed a deduction for dividends paid to stockholders in computing our taxable income;

•we will be subject to federal and state income tax on our taxable income at regular corporate tax rates and, for years beginning before January 1, 2018, any applicable alternative minimum tax; and

•we would be disqualified from re-electing REIT status for the four taxable years following the year during which we were so disqualified.

Although we may have federal NOLs available to reduce any taxable income, to the extent our federal NOLs have been utilized or are otherwise unavailable, any such corporate tax liability could be substantial, would reduce the amount of cash available for other purposes and might necessitate the borrowing of additional funds or the liquidation of some investments to pay any additional tax liability. Accordingly, funds available for investment would be reduced.

27Under the Code, for taxable years beginning in or after 2018, no more than 20% of the value of the assets of a REIT may be represented by securities of one or more TRSs. This limitation is increased to 25% beginning in 2026. These limitations may affect our ability to make additional investments in non-REIT qualifying operations or assets, or in any operations held through TRSs. The net income of our TRSs is not required to be distributed to us, and income that is not distributed to us generally will not be subject to the REIT income distribution requirement. However, there may be limitations on our ability to accumulate earnings in our TRSs and the accumulation or reinvestment of significant earnings in our TRSs could result in adverse tax treatment. In particular, if the accumulation of cash in our TRSs causes the fair market value of our securities in our TRSs to exceed current or future limitations of the fair market value of our assets at the end of any quarter, then we may fail to remain qualified as a REIT.

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

Complying with REIT requirements, including the 90% distribution requirement, may limit our flexibility or cause us to forgo otherwise attractive opportunities, including certain discretionary investments and potential financing alternatives.

To remain qualified and be taxed as a REIT, we are required to satisfy the 90% distribution requirement as described above. We commenced declaring regular quarterly dividends to our common stockholders beginning with the first quarter of 2014. See ~~notes~~note 1011 ~~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 based on then-current and anticipated future conditions, including our earnings, net cash generated by operating activities, capital requirements, financial condition, our relative market capitalization, our existing federal NOLs of approximately $1.54 billion or other factors deemed relevant by our board of directors.

To the extent that we satisfy the 90% distribution requirement but distribute less than 100% 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), we will be subject to federal corporate income tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay to our stockholders for a calendar year is less than a minimum amount specified under the Code.

From time to time, we may generate REIT taxable income greater than our cash flow as a result of differences in timing between the recognition of taxable income and the actual receipt of cash or the effect of nondeductible capital expenditures, the creation of reserves or required debt or amortization payments. If we do not have other funds available in these situations, we could be required to borrow funds on unfavorable terms, sell assets at disadvantageous prices, or distribute amounts that would otherwise be invested in future acquisitions to make distributions sufficient to enable us to pay out enough of our taxable income to satisfy the REIT dividend requirement and to avoid corporate income tax and the 4% excise tax in a particular year. These alternatives could increase our costs or reduce our equity. Thus, compliance with the REIT requirements may hinder our ability to grow, which could adversely affect the value of our common stock. Furthermore, the REIT dividend requirements may increase the financing we need to fund capital expenditures, future growth, or expansion initiatives, which would increase our total leverage.

In addition to satisfying the 90% distribution requirement, to remain qualified as a REIT for tax purposes, we are required to continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets and the ownership of our capital stock. Compliance with these tests will require us to refrain from certain activities and may hinder our ability to make certain attractive investments, including the purchase of non-qualifying assets, the expansion of non-real estate activities, or investments in the businesses to be conducted by our TRSs, and to that extent, limit our opportunities and our flexibility to change our business strategy. Furthermore, acquisition opportunities in domestic or international markets may be adversely affected if we need or require the target company to comply with some REIT requirements prior to completing any such acquisition. In addition, our status as a REIT may result in investor pressures not to pursue growth opportunities that are not immediately accretive.

Moreover, if we fail to comply with certain asset ownership tests, at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification. As a result, we may be required to liquidate assets in adverse market conditions or forgo otherwise attractive investments. These actions may reduce our income and amounts available for distribution to our stockholders.

REIT related ownership limitations and transfer restrictions may prevent or restrict certain transfers of our capital stock.

In order for us to continue to satisfy the requirements for REIT qualification, our capital stock must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year. Also, not more than 50% of the value of the outstanding shares of our capital stock may be owned, directly or indirectly, by five or fewer "individuals" (as defined in the Code to include certain entities such as private foundations) during the last half of a taxable year. In order to facilitate compliance with the REIT rules, our Charter includes provisions regarding REIT-related ownership limitations and transfer restrictions that generally prohibit any "person" (as defined in our Charter) from beneficially or constructively owning, or being deemed to beneficially or constructively own by virtue of the attribution provisions of the Code, more than (1) 9.8%, by value or number of shares, whichever is more restrictive, of the outstanding shares of our common stock, or (2) 9.8% in aggregate value of the outstanding shares of all classes and series of our capital stock. In addition, our Charter provides for certain other ownership limitations and transfer restrictions. Under applicable constructive ownership rules, any shares of capital stock owned by certain affiliated owners generally would be added together for purposes of the ownership limitations. These ownership limitations and transfer restrictions could have the effect of delaying, deferring or preventing a transaction or a change in control of our company that might involve a premium price for our capital stock or otherwise might be in the best interest of our stockholders.

Certifications

We submitted the CEO certification required by Section 303A.12(a) of the New York Stock Exchange ("NYSE") Listed Company Manual, relating to compliance with the NYSE's corporate governance listing standards, to the NYSE on June 7, 2024 with no qualifications. We have included the certifications of our CEO and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002 and related rules as Exhibits 31.1 and 31.2 to this 2024 Form 10-K.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Our ~~company~~Company maintains a comprehensive Information Security Program ("IS Program") focused on detection, assessment and mitigation of cybersecurity risks. Our dedicated enterprise security team, led by our Chief Information Security Officer ("CISO"), administers the IS Program and is responsible for identification, investigation and response to cyber threats and vulnerabilities. The enterprise security team also implements, manages, and assesses our ~~company~~Company's cyber policies, standards and procedures, which leverage our team's expertise and the National Institute of Standards and Technology Cybersecurity Framework. We have developed an incident response plan to handle suspected loss of, or unauthorized access to, information. We regularly conduct tabletop exercises, red team exercises, simulations, and other exercises to evaluate the effectiveness of our IS Program and to position our ~~company~~Company for a coordinated, strategic response in the event of an actual security incident. All employees are required to complete cybersecurity trainings and employees in higher-risk roles are required to complete additional customized training tailored to address their specific risk exposure. Our Security Operations Center ("SOC"), which operates 24 hours a day, 365 days a year, is designed to provide visibility of security events across our Company and a mechanism for swiftly addressing cyber threats before they compromise data security. Through a combination of a threat management platform and our team of cybersecurity specialists, our SOC continuously monitors and proactively isolates and analyzes cybersecurity alerts to help us address cybersecurity risks.

The identification, assessment and management of cybersecurity risks are integrated into our existing enterprise risk management ("ERM") framework. Cybersecurity related risks are included in the risk universe that the ERM function evaluates to assess top risks to the enterprise on an annual basis, which are presented to and reviewed by the Audit Committee.

We engage third-party providers to conduct evaluations of our security controls, including through vulnerability assessments and penetration testing, independent audits or consulting on best practices. These evaluations include testing both the design and operational effectiveness of security controls. Additionally, our internal audit team regularly evaluates the effectiveness of the IS Program, with results reported to the board of directors.

We also have policies and procedures in place to manage cybersecurity risks associated with third-party service providers. We impose security requirements on our suppliers, which include maintaining a security management program, complying with information handling requirements, and notifying us in the event of any known or suspected cyber incident. Where appropriate, we assess third-party cybersecurity controls and include security and privacy addenda to our vendor contracts.

Our CISO ~~reports directly to our Executive Vice President and Chief Information Officer ("CIO"), who reports to our CEO. 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~~has ~~CIO have~~ extensive experience assessing and managing cybersecurity programs and ~~cybersecurity~~ risk. Our CISO has over 25 years of cybersecurity experience, including ~~having served~~ as Chief Technology Officer/CISO and co-founder of two cybersecurity companies, ~~during~~and ~~which~~as ~~time~~the heDirector ~~provided~~of ~~cybersecurity~~Security ~~consulting~~Services ~~services~~for toa ~~Fortune~~large ~~500~~network ~~companies~~infrastructure ~~and~~company. ~~taught~~The aCISO ~~digital~~periodically ~~and~~reports ~~network~~to ~~forensics course at~~ the ~~National~~Audit ~~Computer~~Committee ~~Forensics~~regarding ~~Institute.~~cybersecurity ~~Prior~~risk toexposure ~~joining~~and ~~our~~risk ~~company,~~mitigation ~~our~~strategies. ~~CISO~~The ~~served~~Audit asCommittee oversees the ~~Director~~Company's ofinternal ~~Security~~controls ~~Services~~regarding ~~for~~cybersecurity aand ~~large~~reviews ~~network~~with ~~infrastructure~~management ~~company,~~the ~~and~~Company’s ~~our~~significant ~~CIO~~cybersecurity ~~was~~and ~~responsible~~other ~~for~~information ~~network~~technology ~~security policies~~risks, ~~technology,~~controls and ~~operations~~procedures, including ~~intrusion~~internal ~~detection~~policies, ~~systems~~plans and ~~conduct~~processes ~~penetration~~to ~~testing~~monitor, atmitigate ~~another~~or ~~large~~remediate ~~public~~such ~~company~~risks. The ~~CIO~~board ~~periodically~~of ~~reports~~directors toalso ~~the~~may ~~Audit~~review ~~Committee~~and ~~regarding~~assess cybersecurity ~~risk~~risks ~~exposure~~as ~~and~~part ~~risk~~of ~~mitigation~~its ~~strategies.~~role ~~The~~in ~~board~~overseeing ofthe ~~directors~~Company's ~~also~~enterprise ~~may~~risk ~~review~~management, ~~and~~including ~~assess cybersecurity risks~~ in connection with its review of ~~our~~the ~~company~~Company's mission critical risks.

While we have not, as of the date of this ~~2024~~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. Risk Factors" for more information on our cybersecurity-related risks.

Item 2. Properties

~~Communications Infrastructure~~ Towers

We own, lease or manage ~~more~~approximately ~~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. Our towers are located on tracts of land that support the towers, equipment shelters and, where applicable, guy-wires to stabilize the tower.

~~Additionally,~~See wethe ~~own~~following orfor ~~lease~~further ~~approximately~~information ~~90,000~~regarding ~~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. 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. towers:

See the following for further information regarding our communications infrastructure:

•"Item 1. 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.

Approximately 5455% 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. See note 45 to our consolidated financial statements and "Item 1A. Risk Factors" for a further discussion.

Substantially all of our ~~communications~~towers ~~infrastructure~~ can accommodate additional tenancy, either as currently constructed or with appropriate modifications. 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.

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. 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.

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.

Offices

~~Our~~Following ~~principal~~the ~~corporate~~closure ~~headquarters~~of isthe ~~owned~~Strategic ~~and~~Fiber ~~located in Houston~~Transaction, ~~Texas.~~which ~~In addition,~~ we ~~have~~expect ~~offices~~to ~~throughout~~occur ~~the U.S.~~ in ~~locations convenient for~~ the ~~management~~first ~~and~~half ~~operation~~ of ~~our communications infrastructure~~2026, ~~with~~we ~~significant~~anticipate ~~consideration~~having ~~being~~four ~~given~~offices, toincluding ~~the amount of~~ our ~~communications~~principal ~~infrastructure~~corporate headquarters located in aHouston, ~~particular area~~Texas. 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 3. Legal Proceedings

We are periodically involved in legal proceedings that arise in the ordinary course of business. Most of these proceedings arising in the ordinary course of business involve disputes with landlords, vendors, collection matters involving bankrupt tenants, zoning or siting matters, construction, condemnation, tax, employment, or wrongful termination matters. While 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 1213 to our consolidated financial statements.

Item 4. Mine Safety Disclosures

N/A

PART II

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~~February 1219, ~~2025~~2026, there were approximately ~~540~~509 holders of record of our common stock.

Dividend Policy

We operate as a REIT for U.S. federal income tax purposes. 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 any available NOLs (determined without regard to the dividends paid deduction and excluding net capital gain).

We ~~are~~have ~~updating~~updated our capital allocation framework to focus more on free cash flow generation and financial flexibility, which weprimarily ~~currently~~drove ~~expect~~our todecision ~~result in a reduction~~ to reduce our dividend, ~~beginning~~in ~~with~~the ~~our expected~~ second quarter ~~2025~~of ~~dividend~~2025. As we grow cash flows ~~thereafter~~, we expect to increase our dividend per share. Whether dividends are to be declared and the amount and timing thereof remain subject to the discretion of our board of directors., based on then-current or anticipated future conditions, including our earnings, net cash generated by operating activities, capital requirements, financial condition, our relative market capitalization, our existing NOLs, or other factors deemed relevant by our board of directors. 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 910 and 1011 to our consolidated financial statements.

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. MD&A—Liquidity and Capital Resources" and note 11 to our consolidated financial statements.

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~~2020 and ending December 31, ~~2024~~2025. The performance graph assumes an initial investment of $100.00 and the reinvestment of all dividends in our common stock and in each of the indices. The performance graph and related text are based on historical data and are not necessarily indicative of future performance.

Years Ended December 31,

Company/Market/Index

~~2019~~2020

~~2020~~2021

~~2021~~2022

~~2022~~2023

~~2023~~2024

~~2024~~2025

Crown Castle Inc.

100.00

~~115~~135.6108

~~156~~91.1608

~~105~~81.3975

9468.5435

7970.0438

S&P 500 Market Index

100.00

~~118~~128.4071

~~152~~105.3940

~~124~~133.7910

~~157~~166.5940

~~197~~196.0216

FTSE NAREIT All Equity REITs Index

100.00

94141.8830

~~134~~106.0605

~~100~~118.6209

~~112~~123.0490

~~117~~126.5671

The performance graph above and related text are being furnished solely to accompany this ~~2024~~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.

Item 6. [Reserved]

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

General Overview

Overview

We own, operate and lease shared communications infrastructure. See "Item 1. Business" for a further discussion of our business, including our long-term strategy, our REIT status, certain key terms of our tenant contracts and growth trends in the demand for data.

On March 13, 2025, management signed the Strategic Fiber Agreement to sell our Fiber Business, with Zayo acquiring the fiber solutions business and EQT acquiring the small cell business. Under the Strategic Fiber Agreement, we will receive $8.5 billion in aggregate, subject to certain closing adjustments. The Strategic Fiber Transaction is expected to close in the first half of 2026, subject to certain closing conditions and regulatory approvals. See "Item 1. Business—Overview" for further discussion of the pending sale of the Fiber Business.

~~The~~As ~~Fiber~~the ~~Business~~aforementioned ~~did~~sale ~~not~~represents ~~meet~~a ~~the~~material ~~criteria~~strategic shift for the Company, the Fiber Business' results and net assets ~~held~~are ~~for~~presented ~~sale~~herein as ofdiscontinued ~~December~~operations ~~31,~~and ~~2024,~~comparable ~~and~~prior ~~therefore~~periods ~~remains~~have ~~presented~~been recast to reflect this change. Related to the classification of the Fiber Business as "held for sale", we have recognized a ~~component~~loss from disposal of ~~continuing~~discontinued operations~~. As~~ aof ~~result,~~approximately ~~this~~$1.6 ~~document~~billion, ~~unless~~inclusive ~~otherwise~~of ~~noted,~~estimated ~~does~~transaction ~~not~~fees, ~~contemplate~~for the ~~planned~~year ~~sale~~ended ofDecember ~~the~~31, ~~Fiber Business~~2025.

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. 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 9795% of our ~~2024~~2025 ~~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. Business—REIT Status" and notes 2 and 910 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~~towers ~~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~~. We believe our ~~product~~towers ~~offerings~~provide ofan ~~towers~~efficient and ~~small~~cost-effective ~~cells provide a comprehensive~~ solution to our wireless tenants' growing ~~communications~~ infrastructure needs.

◦WeTenant ~~expect~~additions ~~organizations~~on ~~will~~our ~~continue~~towers toare ~~increase~~achieved ~~the~~at ~~usage~~a oflow ~~high-bandwidth~~incremental ~~applications~~operating ~~that will require the utilization of more fiber infrastructure and fiber solutions~~cost, ~~such~~delivering ashigh ~~those~~incremental ~~we provide~~returns.

◦~~Within~~Substantially ~~our~~all ~~Fiber~~of ~~segment, we are able to generate growth and returns for~~ our ~~stockholders~~towers bycan ~~deploying~~accommodate ~~our~~additional ~~fiber~~tenancy, ~~for~~either ~~both~~as ~~small~~currently ~~cells~~constructed ~~and~~or ~~fiber~~with ~~solutions~~appropriate ~~tenants~~modifications.

◦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. Business—Strategy")

◦During ~~2024~~2025, we paid common stock dividends totaling approximately $2.71 billion.

•Investing capital efficiently to grow ~~long-term~~cash ~~dividends~~flows ~~per share~~

◦We had discretionary capital expenditures of $~~1.1~~149 ~~billion~~million for the year ended December 31, ~~2024~~2025, predominately ~~resulting~~related ~~from~~to ~~the construction of new communications infrastructure and~~ improvements to existing ~~communications~~towers ~~infrastructure in order~~ to support additional tenants and purchases of land underneath our towers.

◦We expect to continue to construct and acquire new ~~communications~~towers ~~infrastructure~~that ~~based~~we onexpect ~~our~~will ~~tenants'~~generate ~~needs~~future ~~and~~cash ~~generate~~flow growth and attractive long-term returns by adding ~~additional~~ tenants ~~over time. See note 16~~ to ~~our~~those ~~consolidated~~assets ~~financial~~over ~~statements~~time. ~~for a discussion of the 2024 Restructuring Plan, which resulted in, among other things, an~~

34◦We expect to continue to acquire land interests relating to land under our towers.

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. 34

◦Our ~~fiber solutions~~ tenant contracts' have initial terms generally ~~vary~~between five to 15 years with contractual escalators and multiple renewal periods generally between ~~one~~five to 2010 years. each, exercisable at the option of the tenant.

◦As of December 31, ~~2024~~2025, our weighted-average remaining term was approximately six years, exclusive of renewals exercisable at the tenants' option, currently representing approximately $3523.97 billion of expected future cash inflows, exclusive of amounts due under the Master Lease Agreement and underlying agreements with DISH. See "Item 7. MD&A—General Overview—Outlook Highlights" for further discussion.

•Majority of our revenues from large wireless carriers

◦For the year ended December 31, ~~2024~~2025, approximately ~~three-fourths~~90% of our site rental revenues were derived from T-Mobile, AT&T and Verizon Wireless. See "Item 1A. Risk Factors" and note 1415 to our consolidated financial statements for a further discussion of our largest customers.

◦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, ~~2024~~2025, approximately 90% of our towers ~~site~~Adjusted ~~rental~~Site ~~gross~~Rental ~~margin~~Gross Margin and approximately 80% of our towers ~~site~~Adjusted ~~rental~~Site ~~gross~~Rental ~~margin~~Gross Margin was derived from towers located on land that we own or control for greater than 10 and 20 years, respectively. The aforementioned percentages include towers located on land that is owned, including through fee interests and perpetual easements, which represented approximately 40% of our towers ~~site~~Adjusted ~~rental~~Site ~~gross~~Rental ~~margin~~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~~2025, sustaining capital expenditures represented ~~approximately~~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 78 to our consolidated financial statements and "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our debt)

◦As of December 31, ~~2024~~2025, our outstanding debt had a weighted average interest rate of 3.9% and weighted average maturity of approximately ~~eight~~six years (assuming anticipated repayment dates on certain debt).

◦As of December 31, ~~2024~~2025, 9084% of our debt has fixed rate coupons.

◦Our debt service coverage and leverage ratios are within their respective financial maintenance covenants. See "Item 7. MD&A—Liquidity and Capital Resources—Debt Covenants" for a further discussion of our debt covenants.

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

•Significant cash flows from operations

◦Net cash provided by operating activities was $23.91 billion for the year ended December 31, ~~2024~~2025.

◦In addition to the positive impact of contractual escalators, we expect to grow our core business of providing access to our ~~communications~~towers ~~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. For full year~~ 2024, ~~there~~Restructuring was a reduction in cash payments related to Sprint Cancellations of $165 million to satisfy the remaining rental obligations. 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.Plans

•◦There were no restructuring charges in 2025 relating to either the 2023 Restructuring Plan or the 2024 Restructuring Plan. See note 17 to our consolidated financial statements for further discussion of the 2023 Restructuring Plan and 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. See note 16 to our consolidated financial statements and "Item 2. 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. See note 16 to our consolidated financial statements and "Item 2. 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. 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.

MD&A—Results of Operations" for further discussion of the 2024 Restructuring Plan and "Item 1. 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. 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. 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. 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~~first inquarter of the year ended ~~2024~~2025, we paid a common stock dividend of $1.565 per share and during each of the following three quarters, we paid a common stock dividend of $1.0625 per share, totaling approximately $2.71 billion. We ~~are~~have ~~updating~~updated our capital allocation framework to focus more on free cash flow generation and financial flexibility, which weprimarily ~~currently~~drove ~~expect~~our todecision ~~result in a reduction~~ to reduce our dividend, ~~beginning~~in ~~with~~the ~~our expected~~ second quarter ~~2025~~of ~~dividend~~2025. As we grow cash flows ~~thereafter~~, we expect to increase our dividend per share. Whether dividends are to be declared and the amount and timing thereof remain subject to the discretion of our board of directors. See ~~notes~~note 1011 ~~and 17~~ to our consolidated financial statements.

Outlook Highlights

The following are certain highlights of our outlook that impact our business fundamentals described above.

•~~Beginning~~In inJanuary ~~the~~2026, ~~first~~we ~~quarter~~delivered ~~2025,~~a ~~the~~notice ~~Fiber~~of ~~Business~~default ~~will~~and betermination ~~presented~~to asDISH relating ato ~~discontinued~~our ~~operation,~~Master ~~and~~Lease ~~its~~Agreement ~~net~~and ~~assets~~underlying ~~will~~agreements bewith ~~classified~~DISH as ~~held~~a ~~for~~result ~~sale~~of ~~and~~DISH ~~comparable~~failing ~~prior~~to ~~periods~~make ~~will~~required bepayments ~~recast~~and todefaulting ~~reflect~~on ~~this~~its ~~change~~obligations under the agreements. ~~Upon~~As ~~classification~~a asresult ~~held~~of ~~for~~the ~~sale~~termination, we assert in the ~~first~~notice ~~quarter~~that ofDISH ~~2025,~~owes weus ~~expect~~all toremaining ~~recognize~~payments aunder ~~loss~~the ofagreements, ~~between~~which ~~$700~~total ~~and~~in excess of $~~800~~3.5 ~~million,~~billion. ~~inclusive~~Our of2026 ~~estimated~~Outlook ~~transaction~~does ~~fees~~not include any revenues from DISH.

•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.35

•AsWe ~~part~~expect ofa year over year reduction in site rental revenues related to (1) approximately $220 million from the aforementioned ~~2024~~DISH ~~Restructuring~~termination, ~~Plan:~~and (2) a decline in long-term deferred revenue amortization.

~~◦We~~•In ~~expect~~February ~~to realize approximately $100 million annualized run-rate labor and facilities cost savings~~2026, ofwe ~~which~~initiated ~~approximately~~a ~~$65~~restructuring ~~million~~plan ~~was~~("2026 ~~realized~~Restructuring inPlan") ~~2024.~~as ~~The~~part ~~remaining savings~~ of ~~approximately~~our ~~$35~~efforts ~~million are expected~~ to beenhance ~~realized~~the inefficiency ~~2025, with $30 million expected in selling, general~~ and ~~administrative~~effectiveness ~~and $5 million in site rental costs~~ of ~~operations. See "Item 1A. Risk Factors" for a discussion of risks related to~~ our ~~restructuring~~tower ~~activities~~business.

~~•Notwithstanding~~◦We ~~the~~expect ~~plan~~ to ~~sell~~realize ~~our~~approximately ~~Fiber~~$65 ~~Business~~million annualized run-rate savings in operating costs, weof ~~expect~~which approximately $55 million will be realized in 2026 due to ~~continue~~timing. The remaining savings of approximately $10 million will be realized in 2027. We expect to ~~invest~~incur aaggregate ~~significant~~restructuring ~~amount~~charges of ~~our~~approximately ~~available~~$30 ~~capital~~million in 2026 as a result of the ~~form~~2026 Restructuring Plan, most of ~~discretionary~~which ~~capital~~we ~~expenditures~~expect ~~until~~to incur in the ~~closing~~first and second quarters of ~~the~~2026. ~~Strategic~~See ~~Fiber~~"Item ~~Transaction~~1A. Risk Factors" for a discussion of risks related to our restructuring activities.

•WeFollowing ~~also~~the ~~expect~~closure ~~sustaining~~of ~~capital~~the ~~expenditures~~Strategic ofFiber ~~approximately~~Transaction, ~~1-2%~~which ofis ~~net~~expected ~~revenues,~~to ~~including~~occur ~~with~~in ~~respect~~the first half of 2026, we expect to use the ~~Fiber~~proceeds ~~Business,~~from ~~for~~the ~~full~~sale ~~year~~to ~~2025,~~repurchase ~~relatively~~approximately ~~consistent~~$1 ~~with~~billion ~~historical~~of ~~annual~~shares ~~levels~~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.

Results of Operations

The following discussion of our results of operations for ~~2024~~2025 compared to ~~2023~~2024 should be read in conjunction with "Item 1. Business," "Item 7. MD&A—Liquidity and Capital Resources" and our consolidated financial statements. For a discussion of our results of operations and financial condition for ~~2023~~2024 compared to ~~2022~~2023 that is not included in this ~~2024~~2025 Form 10-K, see "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024, which was filed with the SEC on ~~February~~March 2314, ~~2024~~2025.

The following discussion of our results of operations is based on our consolidated financial statements prepared in accordance with GAAP, which requires us to make estimates and judgments that affect the reported amounts (see "Item 7. MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates" and note 2 to our consolidated financial statements). See "Item 7. MD&A—Accounting and Reporting Matters—Non-GAAP ~~and Segment~~ Financial Measures" for a discussion of our use of (1) ~~segment operating profit (loss), including its definition, (2) Segment~~ Adjusted Site Rental Gross Margin and (32) ~~Segment~~ Adjusted Services and Other Gross Margin, including their respective definitions and ~~reconciliations to segment operating profit~~ (~~loss~~3) ~~and (4)~~ Adjusted EBITDA, including its definition and a reconciliation to net income (loss).

~~Our~~Highlights ~~operating segments consist~~ of ~~(1) Towers and (2) Fiber. See note 14 to~~ our ~~consolidated~~results ~~financial~~of ~~statements~~operations for ~~further~~2025, ~~discussion~~2024 ofand ~~our~~2023 ~~operating~~are ~~segments.~~depicted below:

Highlights of our results of operations for 2024, 2023 and 2022 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)	%

	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 net income (loss) and definitions included in "Item 7. MD&A—Accounting and Reporting Matters—Non-GAAP.

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

~~2024~~2025 and ~~2023~~2024

Total site rental revenues for ~~2024~~2025 decreased by $~~174~~219 million, or 35%, from ~~2023~~2024. 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 ~~and change in payments for Sprint Cancellations~~.

(b)Includes $9204 million of non-renewals associated with the T-Mobile and Sprint ~~Cancellations.~~network consolidation.

~~(c)Represents~~Site rental revenues and Adjusted Site Rental Gross Margin for 2025 were $~~170~~4.0 ~~million~~billion ofand ~~payments~~$3.1 ~~associated~~billion, ~~with~~respectively, ~~Sprint~~compared ~~Cancellations~~to ~~received~~$4.3 inbillion ~~2023~~and $3.3 billion, respectively, for 2024. The decrease of $219 million and ~~not~~$231 ~~recurring~~million in ~~2024~~site rental revenue and Adjusted Site Rental Gross Margin, ~~which~~respectively, ~~were~~was ~~partially~~primarily ~~offset~~due byto ~~approximately~~higher non-renewals of $5204 million as a result of ~~payments~~the ~~associated~~T-Mobile ~~with~~and Sprint ~~Cancellations~~network ~~received~~consolidation, as well as a decrease in ~~2024~~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.

~~(d)Prepaid~~Adjusted ~~rent~~Services ~~amortization~~and ~~includes~~Other ~~amortization~~Gross ofMargin ~~upfront~~was ~~payments~~$107 ~~received~~million for 2025 and increased by $16 million from ~~long-term~~$91 ~~tenants~~million ~~and~~from ~~other~~2024, ~~deferred~~which ~~credits.~~is ~~Prepaid~~a ~~rent~~reflection ~~amortization~~of ~~includes~~the ~~$59~~volume ~~million~~and mix of ~~accelerated~~services ~~prepaid~~and ~~rent~~other ~~amortization~~offerings. ~~associated~~Our ~~with~~services ~~the~~and ~~Sprint~~other ~~Cancellations~~offerings ~~that~~are ~~was~~of ~~recognized~~a invariable ~~2023~~nature ~~that~~as ~~did~~these revenues are not ~~recur~~under inlong-term ~~2024~~tenant contracts.

~~Towers~~Selling, ~~site~~general ~~rental revenues~~ and ~~Towers~~administrative ~~Adjusted~~expenses ~~Site Rental Gross Margin~~ for ~~2024~~2025 were $~~4.3~~383 ~~billion~~million and decreased by $~~3.3~~52 ~~billion~~million, ~~respectively~~or 12%, ~~compared~~from to $~~4.3~~435 ~~billion~~million ~~and $3.4 billion, respectively,~~ from ~~2023~~2024. The decrease ofin ~~$47~~selling, ~~million~~general and ~~$63~~administrative ~~million~~expenses inwas ~~Towers~~related ~~site~~to ~~rental~~a ~~revenue~~decrease ~~and~~in ~~Towers~~legal ~~Adjusted~~and ~~Site~~consulting ~~Rental Gross Margin~~expense, ~~respectively, was~~ primarily ~~due~~related to aour ~~decrease~~recent inproxy ~~prepaid~~contest ~~rent~~in ~~amortization~~2024, asand ~~new~~a ~~leasing~~decrease ~~activity~~in employee- and ~~contractual~~facility-related ~~cash~~costs ~~escalators~~as ~~were~~a ~~substantially~~result ~~offset~~of byour aaforementioned ~~decline~~restructuring inactivities of the ~~associated~~2023 ~~straight-line~~and ~~accounting~~2024 ~~adjustment~~Restructuring Plans.

~~Fiber~~Depreciation, ~~site~~amortization ~~rental revenues~~ and ~~Fiber~~accretion ~~Adjusted~~was ~~Site~~approximately ~~Rental~~$690 ~~Gross~~million ~~Margin~~ for ~~2024~~2025 ~~were $2.1 billion~~ and ~~$1.4 billion, respectively, and~~ decreased by $~~127~~46 million, ~~and~~or ~~$175 million~~6%, ~~respectively,~~ from ~~2023~~2024. ~~Both~~This ~~Fiber~~decrease ~~site rental revenues and Fiber Adjusted Site Rental Gross Margin were~~ predominately ~~impacted~~resulted byfrom acertain ~~$165~~fixed ~~million~~assets ~~reduction~~and in site rental ~~revenues~~contracts and antenant ~~absence~~relationships ofintangible ~~$59~~assets ~~million~~becoming offully ~~accelerated~~depreciated ~~prepaid~~or ~~rent amortization~~amortized, ~~both related to Sprint Cancellations, which were partially offset by increased demand for small cells and fiber solutions~~respectively.

~~Towers~~There ~~Adjusted~~were ~~Services~~no ~~and~~restructuring ~~Other~~charges ~~Gross~~recorded ~~Margin~~in ~~was~~connection ~~$91~~with ~~million~~the ~~for~~2023 and 2024 ~~and~~Restructuring ~~decreased~~Plans byduring ~~$36~~2025 ~~million~~compared ~~from~~to $~~127~~70 million ~~from~~recorded ~~2023,~~during ~~which~~2024. isThe aactions ~~reflection~~associated ofwith ~~(1)~~ the ~~lower~~2023 ~~volume of activity from carriers' network enhancements, (2) the volume~~ and ~~mix~~2024 ofRestructuring ~~services~~Plans ~~and~~were ~~other~~substantially ~~work~~completed and ~~(3)~~ the ~~discontinuation~~related ofcharges ~~installation~~were ~~services~~recorded asby aDecember ~~Towers~~31, ~~product offering~~2024. ~~Our services and other offerings are of a variable nature as these revenues are not under long-term tenant contracts.~~ See note 1617 to our consolidated financial statements for afurther discussion of ~~the~~our 2023 ~~Restructuring~~and ~~Plan,~~2024 ~~which~~Restructuring ~~included discontinuing installation services as a Towers product offering~~Plans.

~~Fiber~~Interest ~~Adjusted~~expense ~~Services~~ and ~~Other~~amortization ~~Gross~~of ~~Margin~~deferred financing costs, net was $6972 million for ~~2024~~2025 and ~~decreased~~increased by $1040 million, or 4%, from $16932 million ~~from~~during ~~2023~~2024. ~~primarily~~The asincrease apredominately ~~result~~resulted offrom ~~the~~an ~~absence~~increase ofin ~~payments~~our ~~received~~outstanding ~~for site abandonment fees associated with the Sprint Cancellations that were received during 2023.~~

~~Selling,~~indebtedness ~~general~~due ~~and~~to ~~administrative~~the ~~expenses~~financing ~~for~~of ~~2024~~our ~~were~~discretionary ~~$706~~capital ~~million and decreased by $53 million~~expenditures, orincluding ~~7%,~~those ~~from~~presented ~~$759~~within ~~million~~discontinued ~~from 2023~~operations. ~~The~~See ~~decrease~~note in8 ~~selling,~~to ~~general~~our ~~and~~consolidated ~~administrative~~financial ~~expenses~~statements, ~~was~~"Item ~~primarily~~1A. ~~related~~Risk toFactors" aand ~~decrease~~"Item in7A. ~~employee-~~Quantitative and ~~facility-related~~Qualitative ~~costs~~Disclosures asAbout aMarket ~~result~~Risk" offor ~~our~~a ~~aforementioned~~further ~~restructuring~~discussion ~~activities,~~of ~~which was partially offset by an increase in advisory fees, mostly stemming from~~ our ~~recent~~debt ~~proxy contest~~ and ~~the~~interest ~~Fiber~~rate ~~strategic review~~exposure.

~~Asset~~The ~~write-down~~provision ~~charges~~for income taxes for ~~2024~~2025 ~~increased~~and by2024 were $~~115~~16 million, orand ~~348%~~$18 ~~from~~million, ~~2023~~respectively. ~~The~~ ~~increase~~For ~~was~~both ~~primarily~~2025 ~~related~~and to2024, the ~~$106~~effective ~~million~~tax ~~charge~~rate ~~due~~differs tofrom the ~~cancellation~~federal ofstatutory ~~approximately~~rate ~~7,000~~predominately ~~greenfield~~due ~~small~~to ~~cell nodes in~~ our ~~contracted~~REIT ~~backlog~~status, asincluding ~~was~~the ~~mutually~~dividends ~~agreed~~paid ~~upon~~deduction. ~~with~~See ~~certain~~"Item ~~of our tenants~~1. ~~See~~Business—REIT Status," "Item 7. MD&A—~~General~~Accounting ~~Overview~~and Reporting Matters—Critical Accounting Policies and Estimates" ~~for~~and ~~additional~~note ~~information~~10 to our consolidated financial statements.

~~Towers~~Income ~~operating profit~~ (loss) ~~for~~from ~~2024~~continuing ~~decreased~~operations bywas $711.1 ~~million,~~billion orduring 2025 compared to $1.2%, ~~from~~billion ~~2023~~during 2024. The decrease ~~in Towers operating profit (loss)~~ was ~~primarily~~ related to the previously-mentioned decreases in ~~both~~site ~~Towers~~rental ~~Adjusted~~revenues, ~~Site~~the ~~Rental~~previously-mentioned ~~Gross~~increases ~~Margin~~in interest expense and ~~Towers~~amortization ~~Adjusted~~of ~~Services~~deferred ~~and~~financing ~~Other~~costs, ~~Gross Margin~~net, ~~which~~while ~~were~~being partially offset by a decrease in ~~Towers~~restructuring ~~selling~~charges, ~~general~~depreciation, amortization and ~~administrative~~accretion ~~expenses~~expense asand aselling, ~~result~~general, ofand ~~the~~administrative ~~2023 Restructuring Plan~~expenses.

~~Fiber~~Income ~~operating profit~~ (loss) ~~for~~from ~~2024~~discontinuing ~~decreased~~operations bybefore ~~$167~~gain ~~million,~~(loss) orfrom ~~12%~~disposal, ~~from~~net ~~2023.~~of ~~The~~tax, ~~decrease~~was in$916 ~~Fiber~~million ~~operating~~during ~~profit~~2025 compared to $(~~loss~~5,065) million during 2024. The increase was primarily ~~related~~driven toby the ~~previously-mentioned~~absence ~~decreases~~of ina ~~both~~$106 ~~Fiber~~million ~~Adjusted~~asset ~~Site~~write-down ~~Rental~~charge ~~Gross Margin~~ and ~~Fiber~~$5.0 ~~Adjusted~~billion ~~Services~~goodwill ~~and~~impairment ~~Other~~charge, ~~Gross~~both ~~Margin,~~of which ~~were~~occurred ~~partially~~in ~~offset~~2024. byIn addition, there was a decrease in ~~Fiber selling~~depreciation, ~~general~~amortization and ~~administrative~~accretion ~~expenses~~related ~~following~~to the ~~2024~~ceasing ~~Restructuring~~of ~~Plan~~depreciation and amortization of the Fiber Business long-lived assets classified as "held for sale."

~~Depreciation,~~Gain ~~amortization~~(loss) ~~and~~from ~~accretion~~disposal ~~was~~of ~~approximately~~discontinued operations was $(1.76) billion during 2025. The loss was primarily related to the classification during the first quarter of 2025 of the Fiber Business as "held for ~~2024~~sale" and ~~decreased~~the byadditional ~~$16~~investment ~~million,~~in orthe ~~1%,~~Fiber ~~from~~Business ~~2023~~during the remainder of 2025. ~~This~~The ~~decrease~~loss ~~predominately~~represents ~~resulted~~the ~~from~~excess ~~certain~~of ~~site~~the ~~rental~~carrying ~~contracts~~value ~~and~~of ~~tenant~~the ~~relationships~~Fiber ~~intangible~~Business ~~assets~~over ~~becoming~~the ~~fully~~purchase ~~amortized~~price, less estimated costs to sell.

~~Restructuring~~Net ~~charges~~income in(loss) ~~connection~~was ~~with the Restructuring Plans for 2024 were~~ $~~109~~444 million ~~and~~during ~~increased~~2025 bycompared ~~$24~~to ~~million~~$(3,903) ~~or 28%, from $85~~ million induring ~~2023~~2024. ~~This~~The increase was primarily ~~resulted~~due ~~from~~to anthe ~~increase~~change in ~~office~~income ~~closure~~(loss) orfrom ~~consolidation~~discontinued ~~costs~~operations, innet ~~connection~~of ~~with~~tax ~~the~~of ~~2024~~$4.4 ~~Restructuring Plan~~billion, ~~when~~primarily ~~compared~~due to the ~~2023~~absence ~~Restructuring~~of ~~Plan.~~the ~~This~~previously ~~increase~~mentioned ~~was~~$5.0 ~~partially~~billion ~~offset~~goodwill byimpairment ~~lower~~charge ~~employee~~recorded ~~headcount reduction charges~~ in ~~connection with the~~ 2024 ~~Restructuring Plan, when compared to the 2023 Restructuring Plan~~. ~~See note 16 to our consolidated financial statements for further discussion of our Restructuring Plans.~~

~~Goodwill~~Adjusted ~~impairment~~EBITDA ~~charges~~decreased ofby $~~5.0~~172 ~~billion~~million, ~~were~~or ~~recorded~~6%, ~~for~~from ~~our~~2024 ~~Fiber~~to ~~reporting~~2025, ~~unit~~reflecting ~~for~~the ~~2024. See~~previously ~~"Item~~mentioned 7.decreases ~~MD&A—Accounting~~in ~~and~~site ~~Reporting~~rental ~~Matters—Critical~~revenue, ~~Accounting~~partially ~~Policies~~offset by previously mentioned decreases in selling, general, and ~~Estimates"~~administrative expenses and ~~note~~increase 5in toAdjusted ~~our~~Services ~~consolidated~~and ~~financial~~Other ~~statements~~Gross Margin.

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. 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 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. 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. 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.

Adjusted EBITDA decreased by $254 million, or 6%, from 2023 to 2024, reflecting the previously mentioned decreases in Towers and Fiber operating profits.

Liquidity and Capital Resources

Overview

General. Our core business generates revenues under long-term tenant contracts (see "Item 1. Business—Overview" and "Item 7. MD&A—General Overview—Overview") from ~~(1)~~ the largest U.S. wireless carriers and ~~(2)~~ other towers ~~and fiber solutions~~ tenants. As a leading provider of ~~shared~~towers ~~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~~existing ~~of communications infrastructure~~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 ~~and long-term dividends per share~~. Our strategy is based, in part, on our belief that the U.S. is the most attractive market for ~~shared~~towers ~~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. 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. ~~Our~~These ~~historical discretionary~~ investments include ~~(in~~the noacquisition ~~particular~~of ~~order):~~land ~~constructing communications infrastructure~~interests, ~~acquiring~~making ~~communications infrastructure~~improvements, ~~acquiring~~structural ~~land~~enhancements ~~interests~~to ~~(which~~our ~~primarily~~existing ~~relate~~towers, toand ~~land~~constructing ~~assets~~and ~~under~~acquiring new towers), ~~improving~~that ~~and~~we ~~structurally~~expect ~~enhancing~~will ~~our~~generate ~~existing~~future ~~communications~~cash ~~infrastructure,~~flow ~~purchasing~~growth ~~shares~~and ofattractive ~~our~~long-term ~~common~~returns ~~stock,~~by ~~and~~adding ~~purchasing,~~tenants ~~repaying,~~to orthose ~~redeeming~~assets ~~our~~over ~~debt~~time. 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~~until the closing of the sale of the Fiber Business. ~~See~~ ~~"Item 1. Business—Overview" for further detail.~~ See note 163 to our consolidated financial statements and "Item 2 7. MD&A—~~Results~~General ~~of Operations~~Overview" for further discussion of the ~~2024~~pending ~~Restructuring~~sale ~~Plan,~~of ~~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~~Business. 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.

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. ~~Our~~As of December 31, 2025, our contractual debt maturities over the next 12 months, consist of (1) Commercial Paper Notes, of which we had $1.19 billion outstanding as of ~~March~~February 1219, ~~2025~~2026, (2) the 4.450%, 3.700%, and 1.~~350~~050% senior unsecured notes due February, June and July ~~2025~~2026, respectively ("14.~~350~~450% Senior Notes"), ~~and (~~"3~~) principal payments on certain outstanding debt~~. ~~We currently expect to refinance $~~700% ~~million~~Senior ~~of Tower Revenue~~ Notes", ~~Series~~and ~~2015-2~~"1.050% onSenior orNotes") ~~prior~~and to(3) ~~the~~principal ~~anticipated~~payments ~~repayment date~~ on ~~May~~certain ~~15,~~outstanding ~~2025~~debt. 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. 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 910 to our consolidated financial statements.

Liquidity Position. The following is a summary of our capitalization and liquidity position as of December 31, ~~2024~~2025. See "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" and note 78 to our consolidated financial statements for additional information regarding our debt as well as note 1011 to our consolidated financial statements for additional information regarding our 2024 ATM Program.

(In millions of dollars)
Cash and cash equivalents and restricted cash and cash equivalents(a)	$	~~295~~274
Undrawn 2016 Revolver availability(b)	6,~~961~~015
Total debt and other obligations (current and non-current)	24,~~081~~337
Total deficit	(~~133~~1,635)

(a)Inclusive of $5 million included within "Other assets, net" on our consolidated balance sheet.

(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. See note 78 to our consolidated financial statements.

~~Over~~As of December 31, 2025, over the next 12 months:

•~~Our~~Following ~~liquidity~~the ~~sources~~closure ~~may~~of ~~include~~the ~~(1)~~Strategic ~~cash~~Fiber ~~on hand~~Transaction, ~~(2)~~which ~~cash~~is ~~generated~~expected byto ~~our~~occur ~~operating~~in ~~activities~~the first half of 2026, ~~(3)~~we ~~availability~~expect ~~under~~to ~~our~~use ~~2016~~the ~~Revolver,~~proceeds ~~(4)~~from ~~issuances~~the ~~under~~sale ~~our~~to CPrepurchase ~~Program,~~approximately $1 billion of shares and ~~(5)~~repay ~~issuances~~approximately $7 billion of ~~equity~~debt. ~~pursuant~~Future share repurchases are subject to the discretion and approval of our ~~2024~~board ~~ATM~~of directors.

◦Upon closure, we do not expect that the absence of cash flows from the Fiber Business will have an adverse impact on our liquidity position. While the Fiber Business generated cash inflows from operating activities, such cash inflows were generally offset by cash used for investing activities due to significant discretionary capital expenditures. As a result, the Fiber Business did not historically provide net liquidity to our Company.

•In addition to the aforementioned proceeds from the sale, 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 Program or any similar successor program. Our liquidity uses ~~over the next 12 months~~ are expected to include (1) maturing debt obligations of $24.07 billion (consisting of Commercial Paper Notes, the 4.450% Senior Notes, the 3.700% Senior Notes, the 1.~~350~~050% Senior Notes and principal payments on certain outstanding debt), (2) additional debt paydowns using the proceeds from the sale discussed above, (3) share repurchases as discussed above, (4) common stock dividend payments, subject to declaration by our board of directors (see "Item 7. MD&A—General Overview—Common Stock Dividend"), and (35) capital expenditures. 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 7a. Quantitative and Qualitative Disclosures About Market Risk" for further discussion.

•WeAmounts ~~may also purchase shares of our common stock. 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. 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. Quantitative and Qualitative Disclosures About Market Risk" for a discussion of interest rate risk and note 78 to our consolidated financial statements for a tabular presentation of our debt maturities and a discussion of anticipated repayment dates.

Summary Cash Flows Information

Years Ended December 31,

(In millions of dollars)

~~2024~~2025

~~2023~~2024

~~2022~~2023

Operating activities

23,~~943~~057

32,~~126~~943

23,~~878~~126

Investing activities

(1,~~220~~158)

(1,~~519~~220)

(1,~~352~~519)

Financing activities

(1,~~708~~886)

(1,~~654~~708)

(1,~~665~~654)

Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents

1513

~~(47)~~15

(~~139~~47)

Effect of exchange rate changes on cash

~~(1)~~—

(1)

—1

Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents

1413

~~(46)~~14

(~~139~~46)

Operating Activities

The ~~decrease~~increase in net cash provided by operating activities of $~~183~~114 million ~~for~~from 2024 ~~from~~to ~~2023~~2025 was ~~due~~driven ~~primarily~~by toa ~~the~~$52 ~~aforementioned~~million ~~decrease~~increase in ~~Towers~~net ~~operating~~cash ~~profit~~provided by continuing operations and ~~the~~$62 ~~reduction~~million increase in ~~Fiber~~net ~~site~~cash ~~rental~~provided ~~revenues~~by ~~related~~discontinued tooperations. ~~the~~The ~~absence~~$52 ofmillion ~~Sprint~~increase ~~Cancellation~~in ~~payments,~~net ~~which~~cash ~~was~~provided ~~partially~~by ~~offset~~continuing byoperations is due primarily to a net increase from changes in working capital partially offset by the aforementioned decrease in Adjusted Site Rental Gross Margin. 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.

The increase of $62 million in net cash provided by discontinued operations is due primarily to increased operating profit of our Fiber Business and a net increase from changes in working capital.

Investing Activities

Net cash used for investing activities for ~~2024~~2025 decreased by $~~299~~62 million from ~~2023 primarily~~2024, asdriven by a ~~result~~$3 ofmillion aincrease ~~decrease~~ in ~~discretionary~~ ~~capital~~net ~~expenditures~~cash inused ~~both~~for ~~our~~investing ~~Towers~~by ~~and~~continuing ~~Fiber~~operations ~~segments~~ and a$65 million decrease in ~~payments~~net ~~for~~cash ~~acquisitions~~used infor ~~our~~discontinuing ~~Towers segment~~operations.

Our capital expenditures are categorized as discretionary or sustaining as described below.

•Discretionary capital expenditures relating to continuing operations are those made with respect to activities which we believe exhibit sufficient potential to enhance long-term stockholder value. ~~They~~Discretionary capital expenditures, including with respect to discontinued operations, primarily consist of expansion or development of our 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. 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. 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. 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). 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.~~

~~•Sustaining~~discretionary capital expenditures ~~consist~~are ofinfluenced ~~those~~by ~~capital~~the ~~expenditures~~availability ~~not~~and ~~otherwise~~cost ~~categorized~~of ~~as discretionary~~ capital ~~expenditures,~~and ~~such~~expected asreturns ~~(1) maintenance capital expenditures~~ on ~~our~~alternative ~~communications~~uses ~~infrastructure~~of ~~assets~~cash, ~~that~~such ~~enable~~as ~~our~~payments ~~tenants' ongoing quiet enjoyment~~ of ~~the~~dividends ~~communications infrastructure~~ and ~~(2) ordinary corporate capital expenditures~~investments.

A•Sustaining ~~summary~~capital expenditures consist of ~~our~~those capital expenditures ~~for~~(including ~~the~~with ~~last~~respect ~~three~~to ~~years~~discontinued isoperations) not otherwise categorized as ~~follows:~~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.

	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 summary of our capital expenditures for continuing operations for the last three years is as follows:

(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.


	For the Years Ended
	December 31,
(In millions of dollars)	2025		2024		2023
Discretionary:
Tower improvements and other capital projects(a)	$	72	$	84	$	146
Purchases of land interests	77		58		64
Sustaining	33		34		33

Total	$	182	$	176	$	243

~~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)Includes ~~result~~$7 ofmillion, ~~the~~$12 ~~Fiber~~million ~~operating~~and ~~review~~$32 ~~completed~~million ~~in the second quarter~~ of ~~2024, while the reduction in discretionary~~ capital expenditures ~~for~~incurred ~~the~~during ~~Towers segment was primarily impacted by~~ the ~~discontinuation~~years ofended ~~installation~~December ~~services~~31, as2025, a2024 ~~Towers product offering~~ and ~~the timing of Towers tenant activity during full year 2024 compared to full year~~ 2023., ~~See~~respectively, ~~"Item 7.~~in ~~MD&A—General~~connection ~~Overview—Outlook~~with ~~Highlights"~~tenant ~~for~~installations aand ~~discussion~~upgrades ofon our ~~expectations surrounding 2025 capital expenditures~~towers.

The $65 million reduction in discretionary capital expenditures for our discontinued operations during 2025 compared to the same period in 2024 was primarily related to the higher return thresholds on new growth opportunities as a result of the review of the Fiber Business completed in the second quarter of 2024. The discretionary capital expenditures for our continuing operations were relatively stable as tower investments related to tenant activity were offset by an increase in land purchases under our towers.

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. See "Item 7. MD&A—General Overview—Common Stock Dividend," "Item 7. MD&A—Liquidity and Capital Resources—Overview" and notes 7,8 10 and 1711 to our consolidated financial statements.

In 2025, our financing activities predominately related to the following:

•paying an aggregate of $2.1 billion in dividends on our common stock;

•repaying in full the previously outstanding Tower Revenue Notes, Series 2015-2 on the anticipated repayment date in May 2025;

•repaying in full the previously outstanding 1.350% senior unsecured notes on the contractual maturity date in July 2025; and

•net borrowings under our revolving credit facility and net issuances under our commercial paper program, which collectively were used for general corporate purposes.

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.

InIncurrence, ~~2023~~Purchases and Repayments of Debt. See note 8 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 ~~financing~~recent ~~activities~~issuances, ~~predominately~~purchases, ~~related~~redemptions toand ~~the~~repayments ~~following:~~of debt.

~~•paying~~Common anStock. ~~aggregate~~See ofnote ~~$2.7~~11 ~~billion~~to inour ~~dividends~~consolidated onfinancial statements for further information regarding our common stock; as well as dividends declared and paid.

•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.

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.

Common Stock. 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. 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.

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. 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. 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. See also note 1011 to our consolidated financial statements. As of ~~March~~February 1219, ~~2025~~2026, we had $750 million of gross sales of common stock availability remaining on our 2024 ATM Program.

Credit Facility. See note 78 to our consolidated financial statements for further information regarding our 2016 Credit Facility. As of ~~March~~February 1219, ~~2025~~2026, we ~~did~~had ~~not have~~ an outstanding balance under our 2016 Revolver of $1.8 billion and maintained $75.02 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.

Commercial Paper Program. See note 78 to our consolidated financial statements for further information regarding our CP Program. As of ~~March~~February 1219, ~~2025~~2026, there was $1.19 billion outstanding under our CP Program. 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. 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. See also note 2 to our consolidated financial statements.

Material Cash Requirements

The following table summarizes our material cash requirements as of December 31, ~~2024~~2025. These material cash requirements relate primarily to our outstanding borrowings or lease obligations for land interests under our towers. 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)). The debt and interest payments on debt below do not consider the aforementioned expected use of proceeds from the closure of the Strategic Fiber Transaction.

(In millions of dollars)

Years Ending December 31,

Material Cash Requirements

~~2025~~2026

~~2026~~2027

~~2027~~2028

~~2028~~2029

~~2029~~2030

Thereafter

Totals

Debt and other long-term obligations(a)

14,~~951~~714

24,~~787~~199

32,~~258~~634

2,~~635~~479

~~2,478~~772

119,~~130~~669

24,~~239~~467

Interest payments on debt and other long-term obligations(b)(c)

~~897~~905

~~859~~865

~~759~~765

~~646~~651

~~558~~562

5,~~396~~360

9,~~115~~108

Lease obligations(d)

~~558~~521

~~551~~523

~~547~~526

~~543~~527

~~538~~524

5,~~682~~108

87,~~419~~729

Total material cash requirements

36,~~406~~140

45,~~197~~587

43,~~564~~925

3,~~824~~657

31,~~574~~858

2220,~~208~~137

41,~~773~~304

(a)The impact of principal payments that will commence following the anticipated repayment ~~dates~~date of our Tower Revenue Notes, Series ~~2015-2 and~~ 2018-2 ~~(collectively, "Tower Revenue Notes")~~ is not considered. The Tower Revenue Notes, Series ~~2015-2 and~~ 2018-2 ~~have~~has a principal ~~amounts~~amount of $~~700 million and $~~750 million, with an anticipated repayment ~~dates~~date in ~~2025 and~~ 2028~~, respectively~~. See note 78 to our consolidated financial statements for our definition of and additional information regarding the 2018 Tower Revenue Notes.

(b)If the Tower Revenue Notes, Series 2018-2 are not repaid in full by the ~~applicable~~ anticipated repayment ~~dates~~date, 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, Series 2018-2) of the issuers of the Tower Revenue Notes, Series 2018-2. The Tower Revenue Notes, Series 2018-2 are presented based on their contractual maturity ~~dates~~date ~~ranging~~in ~~from 2045 to~~ 2048 and include the impact of an assumed 5% increase in interest rate that would occur following the anticipated repayment ~~dates~~date but exclude the impact of monthly principal payments that would commence using Excess Cash Flow of the issuers of the Tower Revenue Notes, Series 2018-2. The full year ~~2024~~2025 Excess Cash Flow of the issuers of the Tower Revenue Notes, Series 2018-2 was approximately $1.0 billion. We currently expect to refinance or repay these notes on or prior to the ~~respective~~ anticipated repayment ~~dates~~date.

(c)Includes the unused commitment fees on our 2016 Credit Facility. Interest payments on the variable rate debt are based on estimated rates currently in effect. See note 78 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. 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.

(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~~tower ~~infrastructure~~ located on the leased asset) as such arrangements are excluded from our operating lease liability. See note 1314 to our consolidated financial statements for further discussion of our operating lease obligations. See also the table below summarizing remaining terms to expiration.

The following chart summarizes our rights to the land interests under our towers, including renewal terms exercisable at our option, as of December 31, ~~2024~~2025. As of December 31, ~~2024~~2025, the leases for land interests under our towers had an average remaining life of approximately 35 years, weighted based on towers ~~site~~Adjusted ~~rental~~Site ~~gross~~Rental ~~margin~~Gross Margin. See "Item 1A. Risk Factors" for a discussion of retaining the rights to land under our towers.

(a)Inclusive of land owned through fee interests and perpetual easements.

(b)For the three months ended December 31, ~~2024~~2025, without consideration of the term of the tenant contract.

Debt Covenants

Our 2016 Credit Agreement contains financial maintenance covenants. We are currently in compliance with these financial maintenance covenants and, based upon our current expectations, we believe we will continue to comply with our financial maintenance covenants. In addition, certain of our debt agreements contain restrictive covenants that place restrictions on us and may limit our ability to, among other things, incur additional debt and liens, purchase our securities, make capital expenditures, dispose of assets, undertake transactions with affiliates, make other investments, pay dividends or distribute excess cash flow. See note 78 to our consolidated financial statements for further discussion of our debt covenants. See also "Item 1A. Risk Factors" for a discussion of compliance with our debt covenants. The following are ratios applicable to the financial maintenance covenants under the 2016 Credit Agreement as of December 31, ~~2024~~2025.

Borrower / Issuer	Financial Maintenance Covenant(a)(b)	Covenant Level Requirement	As of December 31, ~~2024~~2025
CCI	Total Net Leverage Ratio	≤ 6.50x	5.7x9x
CCI	Total Senior Secured Leverage Ratio	≤ 3.50x	0.4x2x
CCI	Consolidated Interest Coverage Ratio(c)	N/A	N/A

(a)Failure to comply with the financial maintenance covenants would, absent a waiver, result in an event of default under the 2016 Credit Agreement.

(b)As defined in the 2016 Credit Agreement.

(c)Applicable solely to the extent that the senior unsecured debt rating by any two of S&P, Moody's and Fitch is lower than BBB-, Baa3 or BBB-, respectively. If applicable, the consolidated interest coverage ratio must be greater than or equal to 2.50.

Accounting and Reporting Matters

Critical Accounting Policies and Estimates

Our critical accounting policies and estimates are those that we believe (1) are most important to the portrayal of our financial condition and results of operations or (2) require our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. In many cases, the accounting treatment of a particular transaction is specifically prescribed by GAAP. In other cases, management is required to exercise judgment in the application of accounting principles with respect to particular transactions. Accordingly, actual results could differ materially from our estimates. The critical accounting policies and estimates for ~~2024~~2025 are not intended to be a comprehensive list of our accounting policies and estimates. See note 2 to our consolidated financial statements for a summary of our significant accounting policies.

Lease Accounting—Lessee. ~~For~~Our ~~our Towers segment, our~~ lessee arrangements primarily consist of ground leases for land under our towers and are for an initial term generally between five to 15 years. We also enter into ground leases, such as term easements, in which we prepay the entire term. ~~For our Fiber segment, our lessee arrangements primarily include leases of fiber assets to facilitate our small cells and fiber solutions.~~ The majority of our lease agreements have certain termination rights that provide for cancellation after a notice period and multiple renewal options exercisable at our option. We include certain renewal option periods in the lease term when we determine that the options are reasonably certain to be exercised.

~~For~~Operating ~~both our Towers and Fiber segments, operating~~ lease expense is recognized on a ratable basis, regardless of whether the payment terms require us to make payments annually, semi-annually, quarterly, monthly, or for the entire term in advance. Certain of our ground lease ~~and fiber access~~ agreements contain fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the change in consumer price index ("CPI")). If the payment terms include fixed escalators, upfront payments, or rent-free periods, the effect of such increases is recognized on a straight-line basis. When calculating straight-line ground lease ~~and fiber access expenses~~expense, we consider all fixed elements of contractual escalation provisions, even if such escalation provisions contain a variable element in addition to a minimum. We calculate the straight-line expense over the contract's estimated lease term, including any renewal option periods that we deem reasonably certain to be exercised.

We recognize a right-of-use ("ROU") asset (and, as applicable, a corresponding lease liability) for each of our operating leases. ROU assets represent our right to use an underlying asset for the estimated lease term, and lease liabilities represent the present value of our future lease payments. In assessing our leases and determining our lease liability at lease commencement or upon modification, we are not able to readily determine the rate implicit for our lessee arrangements and thus use our incremental borrowing rate on a collateralized basis to determine the present value of our lease payments. Our ROU assets are measured as the balance of the lease liability plus any prepaid or accrued lease payments and any unamortized initial direct costs.

We review the carrying value of our ROU assets for impairment, similar to our other long-lived assets, whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. We could record impairments in the future if there are changes in (1) long-term market conditions, (2) expected future operating results or (3) the utility of the assets that negatively impact the fair value of our ROU assets.

Revenue Recognition. 9795% of our total revenue for ~~2024~~2025 consisted of site rental revenues, which are recognized on a ratable basis over the fixed, non-cancelable term of the relevant tenant contract, generally between five to 15 years ~~for site rental revenues derived from wireless tenants and generally between one to 20 years for site rental revenues derived from fiber solutions tenants~~, regardless of whether the payments from the tenant are received in equal monthly amounts during the life of a tenant contract. Certain of our tenant contracts contain (1) fixed escalation clauses (such as fixed-dollar or fixed-percentage increases) or inflation-based escalation clauses (such as those tied to the change in CPI), (2) multiple renewal periods exercisable at the tenant's option and (3) only limited termination rights at the applicable tenant's option through the current term. If the payment terms call for fixed escalators, upfront payments, or rent-free periods, the revenue is recognized on a straight-line basis over the fixed, non-cancelable term of the tenant contract. When calculating our straight-line rental revenues, we consider all fixed elements of tenant contractual escalation provisions, even if such escalation provisions contain a variable element (such as an escalator tied to an inflation-based index) in addition to a minimum. To the extent we acquire below-market tenant leases for contractual interests with tenants on the acquired communications infrastructure (for example with respect to small cells and fiber), we record the fair value as deferred credits and amortize such deferred credits to site rental revenues over their estimated lease term. Since we recognize revenue on a straight-line basis, a portion of the site rental revenues in a given period represents cash collected or contractually collectible in other periods. Our assets related to straight-line site rental revenues are recorded within "Current portion of deferred site rental receivables" and "Deferred site rental receivables" on the consolidated balance sheet. Amounts billed or received prior to being earned are deferred and reflected in "Deferred revenues" and "Other long-term liabilities" on the consolidated balance sheet. Amounts to which we have an unconditional right to payment, which are related to both satisfied or partially satisfied performance obligations, are recorded within "Receivables, net" on the consolidated balance sheet.

As part of our effort to provide comprehensive tower solutions, as an ancillary business, we also offer certain services, which represented 5% of our total revenues for 2025. For the periods presented, such services and other revenues consisted predominately of (1) site development services relating to existing or new tenant equipment installations, including: site

acquisition, architectural and ~~"Other~~engineering, ~~long-term~~or ~~liabilities~~zoning and permitting (collectively, "site ondevelopment ~~the~~services") ~~consolidated~~and ~~balance~~(2) ~~sheet~~installation services. See ~~Amounts~~note 17 to ~~which~~our weconsolidated ~~have~~financial anstatements ~~unconditional~~for ~~right~~a todiscussion ~~payment~~of the 2023 Restructuring Plan, which ~~are~~included ~~related~~discontinuing toinstallation ~~both~~services ~~satisfied~~as a towers product offering. Our services generally have a duration of one year or ~~partially~~less. ~~satisfied~~Upon ~~performance~~contract ~~obligations~~commencement, ~~are~~we ~~recorded~~assess ~~within~~our ~~"Receivables,~~services ~~net"~~to ontenants ~~the~~and ~~consolidated~~identify ~~balance~~performance ~~sheet~~obligations for each promise to provide a distinct service.

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, which represented 3% of our total revenues for 2024. For the periods presented, such services and other revenues consisted predominately of (1) 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") and (2) installation services. 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. Our services generally have a duration of one year or less. Upon contract commencement, we assess our services to tenants and identify performance obligations for each promise to provide a distinct service.

We may have multiple performance obligations for site development services, which primarily include: structural analysis, zoning, permitting and construction drawings. For each of the above performance obligations, services revenues are recognized at completion of the applicable performance obligation, which represents the point at which we believe we have transferred goods or services to the tenant. The revenue recognized is based on an allocation of the transaction price among the performance obligations in a respective contract based on estimated standalone selling price.

The transaction price for tower installation services consists of amounts for (1) permanent improvements to our towers that represent a lease component and (2) the performance of the service. Amounts under our tower installation services agreements that represent a lease component are recognized as site rental revenues on a ratable basis over the length of the associated estimated lease term. For the performance of the tower installation service, we have one performance obligation, which is satisfied at the time of the applicable installation or augmentation and recognized as services and other revenues.

Since performance obligations are typically satisfied prior to receiving payment from tenants, the unconditional right to payment is recorded within "Receivables, net" on our consolidated balance sheet.

Accounting for ~~Acquisitions~~Long-Lived Assets—~~General~~Useful Lives. ~~The~~We ~~majority~~are ofrequired ~~our~~to ~~towers~~make ~~have~~subjective ~~been~~assessments ~~acquired~~as ~~directly~~to ~~or indirectly from~~ the ~~three~~useful ~~largest~~lives ~~wireless~~of ~~carriers~~our ~~(or~~tangible ~~their~~and ~~predecessors)~~intangible ~~through~~assets ~~transactions~~for ~~consummated~~purposes ~~since 1999 while most~~ of ~~our~~determining ~~fiber~~depreciation, ~~assets~~amortization ~~were~~and ~~acquired~~accretion ~~through~~expense ~~transactions~~that, ~~dating~~if ~~back~~incorrectly ~~to 2012~~estimated, ~~with~~could ~~the~~be ~~largest~~material ~~transactions~~to ~~occurring~~our inconsolidated ~~2017~~financial statements. WeDepreciation ~~evaluate~~expense ~~each~~for of our ~~acquisitions~~property toand ~~determine~~equipment ifis itcomputed ~~should~~using bethe ~~accounted~~straight-line ~~for~~method asover athe ~~business~~estimated ~~combination~~useful orlives ~~as an acquisition~~ of ~~assets. For~~ our ~~business~~various ~~combinations,~~classes weof ~~allocate~~tangible ~~the~~assets. ~~purchase~~A ~~price~~substantial toportion ~~the~~of ~~assets~~our ~~acquired~~property and ~~liabilities~~equipment ~~assumed~~represents ~~based~~the oncost ~~their~~of ~~estimated~~our ~~fair~~towers, ~~value at~~ the ~~date~~majority of ~~acquisition.~~which ~~Any~~is ~~purchase~~depreciated ~~price~~with inan ~~excess~~estimated ofuseful ~~the~~life ~~net~~equal ~~fair~~to ~~value of~~ the ~~assets~~shorter ~~acquired~~of ~~and~~20 ~~liabilities~~years ~~assumed~~or isthe ~~allocated~~term toof ~~goodwill.~~the ~~See~~underlying ~~"Item~~ground 7.lease ~~MD&A—Accounting~~(where applicable and ~~Reporting~~including ~~Matters—Accounting~~optional ~~for Acquisitions—Valuation" below~~renewals).

The ~~determination~~useful lives of our intangible assets are estimated based on the ~~final~~period ~~purchase~~over ~~price~~which ~~allocation~~the ~~could~~intangible ~~extend~~asset is expected to benefit us and gives consideration to the expected useful life of other assets to which the useful life may relate. We review the expected useful lives of our intangible assets on an ongoing basis and adjust if necessary. Amortization expense for intangible assets is computed using the straight-line method over ~~several~~the ~~quarters~~estimated ~~resulting~~useful inlife of each of the ~~use~~intangible assets. The useful lives of ~~preliminary~~site ~~estimates~~rental ~~that~~contracts and tenant relationships intangible assets are ~~subject~~limited by the maximum depreciable life of the tower (20 years), as a result of the interdependency of the tower and the site rental contracts and tenant relationships. In contrast, the site rental contracts and tenant relationships are estimated to ~~adjustment~~provide ~~until~~economic ~~finalized~~benefits for several decades because of the low rate of tenant cancellations and high rate of tenant retention experienced to date. ~~Such~~Thus, ~~changes~~while ~~could~~site ~~have~~rental contracts and tenant relationships intangible assets are valued based upon the fair value of the site rental contracts and tenant relationships which includes assumptions regarding both (1) tenants' exercise of optional renewals contained in the acquired leases and (2) renewals of the acquired leases past the contractual term including exercisable options, site rental contracts and tenant relationships intangible assets are amortized over a ~~significant~~period ~~impact~~not onto ~~our~~exceed ~~consolidated~~20 ~~financial~~years ~~statements.~~as a result of the useful life being limited by the depreciable life of the tower.

Accounting for Acquisitions—Leases. With respect to business combinations that include towers that we lease and operate, such as the AT&T and T-Mobile leased and subleased towers (including those which T-Mobile assumed in its merger with Sprint), we evaluate such agreements to determine treatment as finance or operating leases. The evaluation of such agreements for finance or operating lease treatment previously included consideration of each of the lease classification criteria under ASC 840-10-25, namely (1) the transfer of ownership provisions, (2) the existence of bargain purchase options, (3) the length of the remaining lease term, and (4) the present value of the minimum lease payments. With respect to the AT&T and T-Mobile leased and subleased towers (including those which T-Mobile assumed in its merger with Sprint), we determined that the tower leases were finance leases and the underlying land leases were operating leases based upon the lease term criterion, after considering the fragmentation criteria applicable under ASC 840-10-25 to leases involving both land and buildings (i.e., towers). We determined that the fragmentation criteria was met, and the tower leases could be accounted for as finance leases apart from the land leases, which are accounted for as operating leases, since (1) the fair value of the land in the aforementioned business combinations was greater than 25% of the total fair value of the leased property at inception and (2) the tower lease expirations occur beyond 75% of the estimated economic life of the tower assets.

Accounting for Acquisitions—Valuation. As of December 31, 2024, our largest asset was property and equipment (which primarily consists of communications infrastructure) followed by operating lease ROU assets, goodwill and intangible assets. Our identifiable intangible assets predominately relate to the site rental contracts and tenant relationships intangible assets.

The fair value of the vast majority of our assets and liabilities is determined by using either:

(1)discounted cash flow valuation methods (for estimating identifiable intangibles such as site rental contracts and tenant relationships or operating lease right-of-use assets and lease liabilities acquired); or

(2)estimates of replacement costs (for tangible fixed assets such as communications infrastructure).

The purchase price allocation requires subjective estimates that, if incorrectly estimated, could be material to our consolidated financial statements, including the amount of depreciation, amortization and accretion expense. The most important estimates for measurement of tangible fixed assets are (1) the cost to replace the asset with a new asset and (2) the economic useful life after giving effect to age, quality, and condition. The most important estimates for measurement of intangible assets are (1) discount rates and (2) timing and amount of cash flows including estimates regarding tenant renewals and cancellations. The most important estimates for measurement of operating lease ROU assets and lease liabilities acquired are (1) present value of our future lease payments, including whether renewals or extensions should be measured, and (2) favorability or unfavorability to the current market terms. With respect to business combinations that include towers that we lease and operate, such as the AT&T and T-Mobile leased and subleased towers (including those which T-Mobile assumed in its merger with Sprint), we evaluate such agreements to determine treatment as finance or operating leases and identification of any bargain purchase options.

We record the fair value of obligations to perform certain asset retirement activities, including requirements, pursuant to our ground leases, leased facility and certain pole attachment agreements, to remove communications infrastructure or remediate the space upon which certain of our communications infrastructure resides. In determining the fair value of these asset retirement obligations we must make several subjective and highly judgmental estimates such as those related to: (1) timing of cash flows, (2) future costs, (3) discount rates and (4) the probability of enforcement to remove the towers or small cells or remediate the land. We do not record an obligation for asset retirement activities related to our fiber, as a settlement date is indeterminable and therefore a reasonable estimation of fair value cannot be made.

Accounting for Long-Lived Assets—Useful Lives. We are required to make subjective assessments as to the useful lives of our tangible and intangible assets for purposes of determining depreciation, amortization and accretion expense that, if incorrectly estimated, could be material to our consolidated financial statements. Depreciation expense for our property and equipment is computed using the straight-line method over the estimated useful lives of our various classes of tangible assets. A substantial portion of our property and equipment represents the cost of our communications infrastructure, the majority of which is depreciated with an estimated useful life equal to the shorter of 20 years or the term of the underlying ground lease (where applicable and including optional renewals).

The useful lives of our intangible assets are estimated based on the period over which the intangible asset is expected to benefit us and gives consideration to the expected useful life of other assets to which the useful life may relate. We review the expected useful lives of our intangible assets on an ongoing basis and adjust if necessary. Amortization expense for intangible assets is computed using the straight-line method over the estimated useful life of each of the intangible assets. The useful lives of site rental contracts and tenant relationships intangible assets are limited by the maximum depreciable life of the communications infrastructure (20 years), as a result of the interdependency of the communications infrastructure and the site rental contracts and tenant relationships. In contrast, the site rental contracts and tenant relationships are estimated to provide economic benefits for several decades because of the low rate of tenant cancellations and high rate of tenant retention experienced to date. Thus, while site rental contracts and tenant relationships intangible assets are valued based upon the fair value of the site rental contracts and tenant relationships which includes assumptions regarding both (1) tenants' exercise of optional renewals contained in the acquired leases and (2) renewals of the acquired leases past the contractual term including exercisable options, site rental contracts and tenant relationships intangible assets are amortized over a period not to exceed 20 years as a result of the useful life being limited by the depreciable life of the communications infrastructure.

Accounting for Long-Lived Assets—Impairment Evaluation. We review the carrying values of property and equipment, intangible assets, or other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable.

~~For~~We ~~purposes of our Towers segment, we~~ utilize the following dual grouping policy for purposes of determining the unit of account for testing impairment of site rental contracts and tenant relationships intangible assets:

(1)we pool site rental contracts and tenant relationships intangible assets and property and equipment into portfolio groups; and

(2)we separately pool the site rental contracts and tenant relationships by significant tenant or by tenant grouping for individually insignificant tenants, as appropriate.

We first pool site rental contracts and tenant relationships intangible assets and property and equipment into portfolio groups for purposes of determining the unit of account for impairment testing, because we view towers as portfolios and towers in a given portfolio and its related tenant contracts are not largely independent of the other towers in the portfolio. We re-evaluate the appropriateness of the pooled groups at least annually. This use of grouping is based in part on (1) our limitations regarding disposal of towers, (2) the interdependencies of tower portfolios, and (3) the manner in which towers are traded in the marketplace. The vast majority of our site rental contracts and tenant relationships intangible assets and property and equipment

are pooled into the U.S. owned tower group. Secondly, and separately, we pool the site rental contracts and tenant relationships by significant tenant or by tenant grouping for individually insignificant tenants, as appropriate, for purposes of determining the unit of account for impairment testing because we associate the value ascribed to site rental contracts and tenant relationships intangible assets to the underlying contracts and related tenant relationships acquired.

Our determination that an adverse event or change in circumstance has occurred that indicates that the carrying amounts may not be recoverable will generally involve (1) a deterioration in an asset's financial performance compared to historical results, (2) a shortfall in an asset's financial performance compared to forecasted results, or (3) changes affecting the utility and estimated future demands for the asset. When considering the utility of our assets, we consider events that would meaningfully impact (1) our towers or (2) our tenant relationships. For example, consideration would be given to events that impact (1) the structural integrity and longevity of our towers or (2) our ability to derive benefit from our existing tenant relationships, including events such as tenant's bankruptcy or insolvency or loss of a significant tenant.

If the sum of the associated estimated future cash flows (undiscounted) from an asset group is less than its carrying amount, an impairment loss may be recognized. If the carrying value were to exceed the undiscounted cash flows, measurement of an impairment loss would be based on the fair value of the asset, which is based on an estimate of discounted future cash flows. The most important estimates for such calculations of undiscounted cash flows are (1) the expected additions of new tenants and equipment on our towers and (2) estimates regarding tenant cancellations and renewals of tenant contracts. We could record impairments in the future if changes in long-term market conditions, expected future operating results or the utility of the assets results in changes for our impairment test calculations which negatively impact the fair value of our property and equipment and intangible assets, or if we changed our unit of account in the future.

There were no events or circumstances that caused us to review the carrying value of our intangible assets or property and equipment due in part to our assets performing consistently with or better than our expectations.

Approximately 5% of our total towers currently have no tenants. We continue to pay operating expenses on these towers in anticipation of obtaining tenants on these towers in the future, primarily because of the demographics and continuing increase in demand for data in the areas around these individual towers. To the extent we do not believe there are long-term prospects of obtaining tenants on an individual asset and all other possible avenues for recovering the carrying value have been exhausted, including sale of the asset, we appropriately reduce the carrying value of such assets to fair value.

Accounting for Goodwill—Impairment Evaluation. Management tests goodwill for impairment at least annually or whenever events or circumstances indicate the carrying amount may not be recoverable. The annual test begins with goodwill and all intangible assets being allocated to our single reporting unit which is the same as our single operating segment. We then perform a qualitative assessment to determine whether it is "more likely than not" that the fair value of the reporting unit is less than its carrying amount. If we conclude that it is "more likely than not" that the fair value of a reporting unit is less than its carrying amount, we would be required to perform a quantitative goodwill impairment test. The quantitative goodwill impairment test compares the estimated fair value of the reporting unit and the carrying value of the reporting unit. If the carrying amount of a reporting unit is greater than its fair value, an impairment loss shall be recognized in an amount equal to such excess, limited to the total amount of goodwill allocated to the reporting unit. See note 6 to our consolidated financial statements. We performed our most recent annual goodwill impairment test as of October 1, 2025, which resulted in no impairment.

Deferred Income Taxes. 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. Accordingly, the only provision or benefit for federal income taxes for the year ended December 31, 2025 relates to TRSs. Furthermore, as a result of the deduction for dividends paid, some or all of our NOLs related to our REIT may expire without utilization. See "Item 1. Business—REIT Status" for a discussion of the impact of our REIT status.

Our TRSs will continue to be subject, as applicable, to federal and state income taxes and foreign taxes in the jurisdictions in which such assets and operations are located. Our foreign assets and operations (including our tower operations in Puerto Rico) are subject to foreign income taxes in the jurisdictions in which such assets and operations are located, regardless of whether they are included in a TRS or not. Our ability to utilize our NOLs is dependent, in part, upon us having sufficient future earnings to utilize our NOLs before they expire. Our federal and state NOLs are valued at a tax rate of 0% for deferred income tax purposes due to our REIT status. Additionally, our foreign NOLs are offset by a valuation allowance. As such, a change to market conditions that impacts our ability to generate sufficient future taxable income to utilize our NOLs would not require us to record an additional valuation allowance. For a further discussion of our benefit (provision) for income taxes, see "Item 7. MD&A—Results of Operations" and note 10 to our consolidated financial statements.

We first pool site rental contracts and tenant relationships intangible assets and property and equipment into portfolio groups for purposes of determining the unit of account for impairment testing, because we view communications infrastructure as portfolios and communications infrastructure in a given portfolio and its related tenant contracts are not largely independent of the other communications infrastructure in the portfolio. We re-evaluate the appropriateness of the pooled groups at least annually. This use of grouping is based in part on (1) our limitations regarding disposal of communications infrastructure, (2) the interdependencies of communications infrastructure portfolios, and (3) the manner in which communications infrastructure is traded in the marketplace. The vast majority of our site rental contracts and tenant relationships intangible assets and property and equipment are pooled into the U.S. owned communications infrastructure group. Secondly, and separately, we pool the site rental contracts and tenant relationships by significant tenant or by tenant grouping for individually insignificant tenants, as appropriate, for purposes of determining the unit of account for impairment testing because we associate the value ascribed to site rental contracts and tenant relationships intangible assets to the underlying contracts and related tenant relationships acquired.

For purposes of our Fiber segment, we evaluate financial performance of major U.S. markets where we have made significant investments. In addition, as discrete cash flows (including projected cash flows) are most readily available at the segment level, we also review the undiscounted cash flows at this level to evaluate potential impairment of our long-lived assets.

Our determination that an adverse event or change in circumstance has occurred that indicates that the carrying amounts may not be recoverable will generally involve (1) a deterioration in an asset's financial performance compared to historical results, (2) a shortfall in an asset's financial performance compared to forecasted results, or (3) changes affecting the utility and estimated future demands for the asset. When considering the utility of our assets, we consider events that would meaningfully impact (1) our communications infrastructure or (2) our tenant relationships. For example, consideration would be given to events that impact (1) the structural integrity and longevity of our communications infrastructure or (2) our ability to derive benefit from our existing tenant relationships, including events such as tenant's bankruptcy or insolvency or loss of a significant tenant.

If the sum of the associated estimated future cash flows (undiscounted) from an asset group is less than its carrying amount, an impairment loss may be recognized. If the carrying value were to exceed the undiscounted cash flows, measurement of an impairment loss would be based on the fair value of the asset, which is based on an estimate of discounted future cash flows. The most important estimates for such calculations of undiscounted cash flows are (1) the expected additions of new tenants and equipment on our communications infrastructure and (2) estimates regarding tenant cancellations and renewals of tenant contracts. We could record impairments in the future if changes in long-term market conditions, expected future operating results or the utility of the assets results in changes for our impairment test calculations which negatively impact the fair value of our property and equipment and intangible assets, or if we changed our unit of account in the future.

In light of the aforementioned impairment of the Fiber segment goodwill balance, we conducted a review during the fourth quarter of 2024, including analysis of both market-level and segment-level information, and determined there was no impairment of Fiber segment long-lived assets. In regard to our Towers segment, there were no events or circumstances that caused us to review the carrying value of our intangible assets or property and equipment due in part to our assets performing consistently with or better than our expectations.

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. Following the announcement of the Strategic Fiber Transaction and beginning with the Company's filing of Form 10-Q for the quarter ended March 31, 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. Upon classification as held for sale, we expect to recognize a loss of between $700 and $800 million, inclusive of estimated transaction fees.

Approximately 5% of our total towers currently have no tenants. We continue to pay operating expenses on these towers in anticipation of obtaining tenants on these towers in the future, primarily because of the demographics and continuing increase in demand for data in the areas around these individual towers. We estimate, based on current visibility, potential tenants on a majority of these towers. To the extent we do not believe there are long-term prospects of obtaining tenants on an individual asset and all other possible avenues for recovering the carrying value have been exhausted, including sale of the asset, we appropriately reduce the carrying value of such assets to fair value.

is "more likely than not" that the fair value of a reporting unit is less than its carrying amount, we would be required to perform a quantitative goodwill impairment test. The quantitative goodwill impairment test compares the estimated fair value of the reporting unit and the carrying value of the reporting unit. If the carrying amount of a reporting unit is greater than its fair value, an impairment loss shall be recognized in an amount equal to such excess, limited to the total amount of goodwill allocated to the reporting unit. Our reporting units are the same as our operating segments (Towers and Fiber). See note 14 to our consolidated financial statements.

For the year ended December 31, 2024, we recorded an impairment charge of approximately $5.0 billion related to the goodwill associated with our Fiber segment, which represents a reporting unit for purposes of evaluating goodwill, which resulted in no goodwill remaining for the Fiber reporting unit.

Management performed its annual goodwill impairment test in the fourth quarter of 2024. The means of estimating the fair value of our reporting units is using discounted cash flow ("DCF") models developed by management. Key assumptions and estimates used in the DCF models included projected future revenues, operating cash flows, capital expenditures (net of certain payments received from customers), an exit multiple and a discount rate. With respect to the Towers reporting unit, there was no indication of impairment following the quantitative assessment, as the estimated fair value was well in excess of the corresponding carrying amount.

The quantitative impairment test indicated that the carrying amount of our Fiber reporting unit exceeded its estimated fair value. The impairment was due to a number of factors, one of which was a reduction in management’s assumptions for long-term revenue growth as actual demand, particularly related to small cells, has continued to be lower than previous expectations. In the face of this reduced demand, and consistent with the recently concluded operating review of the Fiber business, management implemented operational and strategic changes targeted at reducing future capital investment in the Fiber business by focusing primarily on colocation opportunities which require less capital expenditures than new-build opportunities. Although this more targeted strategy is focused on higher-return projects, the lower capital investment is expected to result in lower overall revenues and operating cash flows in the Fiber business. Following implementation of these changes, and consistent with the ongoing developments surrounding the Company's strategic review of its Fiber business, during the fourth quarter of 2024, management incorporated the anticipated impact of these changes in expectations into its long-term forecasts, which decreased the estimated fair value of the Fiber reporting unit. Additionally, management’s expectations regarding the terminal value of the projections decreased due to several factors, including lower operating cash flows forecasted by management in the terminal year as well as lower exit multiples derived from industry research firms' outlook reports, which management uses in its DCF models. Finally, changes in the macroeconomic environment, including elevated interest rates, resulted in an increase in the discount rate used in the valuation model, which had a negative impact on estimated fair value.

The impairment charges for the Fiber reporting unit are recorded in "Goodwill impairment charges" on the consolidated statement of operations and comprehensive income (loss).

Deferred Income Taxes. 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. Accordingly, the only provision or benefit for federal income taxes for the year ended December 31, 2024 relates to TRSs. Furthermore, as a result of the deduction for dividends paid, some or all of our NOLs related to our REIT may expire without utilization. See "Item 1. Business—REIT Status" for a discussion of the impact of our REIT status.

Our TRSs will continue to be subject, as applicable, to federal and state income taxes and foreign taxes in the jurisdictions in which such assets and operations are located. Our foreign assets and operations (including its tower operations in Puerto Rico) are subject to foreign income taxes in the jurisdictions in which such assets and operations are located, regardless of whether they are included in a TRS or not. Our ability to utilize our NOLs is dependent, in part, upon us having sufficient future earnings to utilize our NOLs before they expire. If market conditions change materially and we determine that we will be unable to generate sufficient taxable income in the future to utilize our NOLs, we would be required to record an additional valuation allowance, which would reduce our earnings. The change in our valuation allowance has no effect on our cash flows. For a further discussion of our benefit (provision) for income taxes, see "Item 7. MD&A—Results of Operations" and note 9 to our consolidated financial statements.

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.

50Non-GAAP Financial Measures

~~Non~~In addition to the financial results we present that have been prepared in accordance with generally accepted accounting principles ("GAAP"), we also provide information about three non-GAAP financial measures: Adjusted Site Rental Gross Margin, Adjusted Services and ~~Segment~~Other ~~Financial~~Gross ~~Measures~~Margin and Adjusted EBITDA..

In ~~addition~~We todefine ~~the~~Adjusted ~~non~~Site Rental Gross Margin as net income (loss) plus services and other costs of operations, selling, general and administrative expenses, restructuring charges (credits), asset write-~~GAAP~~down ~~measures~~charges, ~~used~~goodwill ~~herein~~impairment, acquisition and asintegration ~~discussed~~costs, indepreciation, ~~note~~amortization 14and toaccretion, ~~our~~amortization ~~consolidated~~of ~~financial~~prepaid ~~statements~~lease purchase price adjustments, weinterest ~~also~~expense ~~provide~~and ~~segment~~amortization ~~operating~~of ~~profit~~deferred financing costs, net, (gains) losses on retirement of long-term obligations, net (gain) loss on interest rate swaps, (gains) losses on foreign currency swaps, ~~which~~impairment isof aavailable-for-sale ~~key~~securities, ~~measure~~interest ~~used~~income, byother ~~management~~(income) toexpense, ~~evaluate~~(benefit) ~~the~~provision ~~performance~~for income taxes, (income) loss from discontinued operations, net of ~~our~~tax, ~~operating~~cumulative ~~segments.~~effect ~~This~~of ~~segment~~a ~~measure~~change isin ~~provided~~accounting ~~pursuant~~principle toand ~~GAAP~~stock-based ~~requirements~~compensation ~~related~~expense, tonet, ~~segment~~recorded ~~reporting~~in consolidated site rental costs of operations, less services and other revenues.

We define ~~segment~~Adjusted ~~operating~~Services ~~profit~~and Other Gross Margin as net income (loss) asplus ~~segment~~ site rental ~~revenues~~costs ~~plus~~of ~~segment~~operations, ~~services~~selling, general and ~~other~~administrative ~~revenues~~expenses, ~~less~~restructuring ~~segment~~charges ~~site~~(credits), ~~rental~~asset write-down charges, goodwill impairment, acquisition and integration costs, ofdepreciation, ~~operations~~amortization and accretion, ~~segment~~interest ~~services~~expense and ~~other~~amortization of deferred financing costs, net, (gains) losses on retirement of ~~operations~~long-term obligations, ~~and~~net ~~segment~~(gain) ~~selling~~loss on interest rate swaps, ~~general~~(gains) ~~and~~losses ~~administrative~~on ~~expenses~~foreign currency swaps, ~~each~~impairment of ~~which~~available-for-sale ~~excludes~~securities, interest income, other (income) expense, (benefit) provision for income taxes, (income) loss from discontinued operations, net of tax, cumulative effect of a change in accounting principle and stock-based compensation expense, net, ~~and~~recorded ~~prepaid~~in ~~lease~~consolidated ~~purchase~~services ~~price~~and ~~adjustments,~~other ~~which~~costs ~~are~~of ~~recorded~~operations, inless ~~the~~site ~~respective~~rental ~~consolidated figures~~revenues.

We ~~define~~use ~~Segment~~ Adjusted Site Rental Gross Margin asand ~~segment~~Adjusted ~~site~~Services ~~rental~~and ~~revenues~~Other ~~less~~Gross ~~segment~~Margin, ~~site~~which ~~rental~~are ~~costs~~non-GAAP offinancial ~~operations~~measures, ~~excluding~~as ~~stock-based~~indicators ~~compensation~~of ~~expense,~~financial ~~net~~performance. ~~and~~Our ~~amortization~~measures of ~~prepaid~~Adjusted ~~lease~~Site ~~purchase~~Rental ~~price~~Gross ~~adjustments~~Margin ~~recorded~~and Adjusted Services and Other Gross Margin may not be comparable to similarly titled measures of other companies, including companies in ~~consolidated~~the ~~site~~towers ~~rental~~sector ~~costs~~or other REITs, and are not measures of ~~operations~~performance calculated in accordance with GAAP. WeThere ~~define~~are ~~Segment~~material limitations to using measures such as Adjusted Site Rental Gross Margin and Adjusted Services and Other Gross Margin, asincluding ~~segment~~the ~~services~~difficulty ~~and~~associated ~~other~~with ~~revenues~~comparing ~~less~~results ~~segment~~among ~~services~~more than one company, including our competitors, and ~~other~~the ~~costs~~inability ofto ~~operations~~analyze certain significant items, ~~excluding~~including ~~stock-based~~selling, ~~compensation~~general ~~expense~~and administrative expenses and depreciation, amortization, and accretion, that directly affect our net ~~recorded~~income in(loss). ~~consolidated~~Management ~~services~~compensates ~~and~~for ~~other~~these ~~costs~~limitations by considering the economic effect of ~~operations~~the excluded expense items independently as well as in connection with their analysis of net income (loss). The reconciliations of Adjusted Site Rental Gross Margin and Adjusted Services and Other Gross Margin to our net income (loss) are set forth below:

The three aforementioned segment performance measurements are exclusive of depreciation, amortization and accretion, which are shown separately. Additionally, certain costs are shared across segments and are reflected in our segment measures through allocations that management believes to be reasonable.49

We use Segment Adjusted Site Rental Gross Margin and Segment Adjusted Services and Other Gross Margin, which are non-GAAP financial measures, as indicators of segment financial performance. Our measures of Segment Adjusted Site Rental Gross Margin and Segment Adjusted Services and Other Gross Margin may not be comparable to similarly titled measures of other companies, including companies in the communications infrastructure sector or other REITs, and are not measures of performance calculated in accordance with GAAP. Segment Adjusted Site Rental Gross Margin and Segment Adjusted Services and Other Gross Margin should not be considered in isolation or as substitutes for segment operating profit (loss) or other income statement or cash flow statement data prepared in accordance with GAAP and should be considered only as supplements to segment operating profit (loss) computed in accordance with GAAP as measures of our performance. There are material limitations to using measures such as Segment Adjusted Site Rental Gross Margin and Segment Adjusted Services and Other Gross Margin, including the difficulty associated with comparing results among more than one company, including our competitors, and the inability to analyze certain significant items, including stock-based compensation expense, net, prepaid lease purchase price adjustments and depreciation, amortization, and accretion, that directly affect our net income (loss). Management compensates for these limitations by considering the economic effect of the excluded expense items independently as well as in connection with their analysis of net income (loss). The reconciliations of Segment Adjusted Site Rental Gross Margin and Segment Adjusted Services and Other Gross Margin to our segment operating profit (loss) are set forth below:


	Years Ended December 31,
(In millions of dollars; components may not sum to totals due to rounding)	2025		2024		2023
Net income (loss)	$	444	$	(3,903)	$	1,502
Adjustments to increase (decrease) net income (loss):
Services and other revenues	(215)		(192)		$	(421)
Services and other costs of operations	113		107		304
Selling, general and administrative expenses	383		435		502
Asset write-down charges	11		11		9
Acquisition and integration costs	—		—		1
Depreciation, amortization and accretion	690		736		787
Restructuring charges	—		70		73
Amortization of prepaid lease purchase price adjustments	15		16		16
Interest expense and amortization of deferred financing costs, net	972		932		849
Interest income	(13)		(20)		(15)
Other (income) expense	(3)		26		5
(Benefit) provision for income taxes	16		18		21
Stock-based compensation expense, net recorded in site rental costs of operations	4		4		3
(Income) loss from discontinued operations, net of tax	659		5,065		(265)
Adjusted Site Rental Gross Margin	$	3,076	$	3,307	$	3,370

	Years Ended December 31,
(In millions of dollars; components may not sum to totals due to rounding)	2025		2024		2023
Net income (loss)	$	444	$	(3,903)	$	1,502
Adjustments to increase (decrease) net income (loss):
Site rental revenues	(4,049)		(4,268)		(4,313)
Site rental costs of operations	992		983		961
Selling, general and administrative expenses	383		435		502
Asset write-down charges	11		11		9
Acquisition and integration costs	—		—		1
Depreciation, amortization and accretion	690		736		787
Restructuring charges	—		70		73
Interest expense and amortization of deferred financing costs, net	972		932		849
Interest income	(13)		(20)		(15)
Other (income) expense	(3)		26		5
(Benefit) provision for income taxes	16		18		21
Stock-based compensation expense, net recorded in services and other costs of operations	5		6		10
(Income) loss from discontinued operations, net of tax	659		5,065		(265)
Adjusted Services and Other Gross Margin	$	107	$	91	$	127

	Years Ended December 31,
(In millions of dollars)	2024				2023				2022
	Towers		Fiber		Towers		Fiber		Towers		Fiber
Segment operating profit (loss)	$	3,322	$	1,188	$	3,393	$	1,355	$	3,527	$	1,130
Adjustments to increase (decrease) segment operating profit (loss):
Segment services and other revenues	(192)		(18)		(421)		(28)		(685)		(12)
Segment services and other costs of operations(a)	101		12		294		12		447		9
Segment selling, general and administrative expenses(b)	76		176		104		194		115		190
Segment Adjusted Site Rental Gross Margin	$	3,307	$	1,358	$	3,370	$	1,533	$	3,404	$	1,317
	Years Ended December 31,
	2024				2023				2022
	Towers		Fiber		Towers		Fiber		Towers		Fiber
Segment operating profit (loss)	$	3,322	$	1,188	$	3,393	$	1,355	$	3,527	$	1,130
Adjustments to increase (decrease) segment operating profit (loss):
Segment site rental revenues	(4,266)		(2,092)		(4,313)		(2,219)		(4,322)		(1,967)
Segment site rental costs of operations(c)(d)	959		734		943		686		918		650
Segment selling, general and administrative expenses(b)	76		176		104		194		115		190
Segment Adjusted Services and Other Gross Margin	$	91	$	6	$	127	$	16	$	238	$	3

We believe Adjusted Site Rental Gross Margin and Adjusted Services and Other Gross Margin are useful to investors or other interested parties in evaluating our financial performance because:

~~(a)Segment~~i.they ~~services~~are ~~and~~measures ~~other~~used ~~costs~~by ofour ~~operations~~management ~~for~~(1) to evaluate the ~~year~~economic ~~ended~~productivity ~~December~~of 31our business, ~~2024~~(2) ~~excludes~~to ~~stock-based~~identify ~~compensation~~underlying ~~expense,~~business ~~net~~trends ofthat $6are ~~million~~impacting our performance, and (3) for ~~the~~purposes ~~years~~of ~~ended~~making ~~December~~decisions ~~31,~~about ~~2023~~allocating ~~and~~resources ~~2022~~to, ~~excludes~~and ~~$10~~assessing ~~million~~the ofperformance ~~stock-based compensation expense~~of, ~~net~~our inbusiness; ~~each year.~~and

(b)Segment selling, general and administrative expenses for the years ended December 31, 2024, 2023 and 2022 excludes stock-based compensation expense, net of $44 million, $50 million and $47 million, respectively.

(c)Segment site rental costs of operations for the years ended December 31, 2024 and 2023 excludes stock-based compensation expense, net of $19 million in each year, and for the year ended December 31, 2022, excludes $18 million of stock-based compensation expense, net. Additionally, segment site rental costs of operations excludes prepaid lease purchase price adjustments of $16 million in each of the three years ended December 31, 2024, 2023 and 2022.

(d)Exclusive of depreciation, amortization and accretion shown separately.

We believe Segment Adjusted Site Rental Gross Margin and Segment Adjusted Services and Other Gross Margin are useful to investors or other interested parties in evaluating our financial performance because:

i.they are measures used by our management (1) to evaluate the economic productivity of our operating segments, (2) to identify underlying business trends that are impacting our performance, and (3) for purposes of making decisions about allocating resources to, and assessing the performance of, our operating segments; and

ii.we believe it helps investors and other interested parties meaningfully evaluate and compare the results of our operations from period to period.

Our management uses ~~Segment~~ Adjusted Site Rental Gross Margin and ~~Segment~~ Adjusted Services and Other Gross Margin:

i.as a measurement of financial performance because it assists us in comparing our financial performance excluding the impact of certain non-cash items such as stock-based compensation expense, net and amortization of prepaid lease purchase price adjustments and asset base (primarily depreciation, amortization and accretion) from our operating results and before consideration of ~~segment~~ selling, general and administrative expenses; ~~and~~

ii.~~for~~in ~~planning~~the ~~purposes,~~evaluation ~~including~~pricing ~~preparation~~ of ~~our~~new ~~annual~~projects ~~operating~~and ~~budget~~new bytenant ~~operating~~agreements; ~~segment.~~and

iii.for planning purposes, including preparation of our annual operating budget.

We define earnings before interest, taxes, depreciation, amortization and accretion, as adjusted ("Adjusted EBITDA") as net income (loss) plus restructuring charges (credits), asset write-down charges, goodwill impairment, acquisition and integration costs, depreciation, amortization and accretion, amortization of prepaid lease purchase price adjustments, interest expense and amortization of deferred financing costs, net, (gains) losses on retirement of long-term obligations, net (gain) loss on interest rate swaps, (gains) losses on foreign currency swaps, impairment of available-for-sale securities, interest income, other (income) expense, (benefit) provision for income taxes, net (income) loss from discontinued operations, (gain) loss on sale of discontinued operations, cumulative effect of a change in accounting principle, stock-based compensation expense, net and net (gain) loss from disposal of discontinued operations, net of tax.

We use Adjusted EBITDA, which is a non-GAAP financial measure, as an indicator of consolidated financial performance. Our measure of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, including companies in the ~~communications~~tower ~~infrastructure~~ sector or other REITs, and is not a measure of performance calculated in accordance with GAAP. Adjusted EBITDA should not be considered in isolation or as a substitute for operating income (loss), net income (loss), net cash provided by (used for) operating, investing and financing activities or other income statement or cash flow statement data prepared in accordance with GAAP and should be considered only as a supplement to net income (loss) computed in accordance with GAAP as a measure of our performance. There are material limitations to using a measure such as Adjusted EBITDA, including the difficulty associated with comparing results among more than one company, including our competitors, and the inability to analyze certain significant items, including depreciation and interest expense, that directly affect our net income (loss). Management compensates for these limitations by considering the economic effect of the excluded expense items independently as well as in connection with their analysis of net income (loss). The reconciliation of Adjusted EBITDA to our net income (loss) is set forth below:


	Years Ended December 31,
(In millions of dollars; components may not sum to totals due to rounding)	2025		2024		2023

Net income (loss)	$	444	$	(3,903)	$	1,502
Adjustments to increase (decrease) net income (loss):
Asset write-down charges	11		11		9

Acquisition and integration costs	—		—		1
Depreciation, amortization and accretion	690		736		787
Restructuring charges	—		70		73
Amortization of prepaid lease purchase price adjustments	15		16		16
Interest expense and amortization of deferred financing costs, net	972		932		849

Interest income	(13)		(20)		(15)
Other (income) expense	(3)		26		5
(Benefit) provision for income taxes	16		18		21
Stock-based compensation expense, net	73		84		102
Net (gain) loss from disposal of discontinued operations, net of tax	659		5,065		(265)
Adjusted EBITDA(a)	$	2,863	$	3,035	$	3,084

	Years Ended December 31,
(In millions of dollars)	2024		2023		2022
Net income (loss)	$	(3,903)	$	1,502	$	1,675
Adjustments to increase (decrease) net income (loss):
Asset write-down charges	148		33		34
Goodwill impairment	4,958		—		—
Acquisition and integration costs	—		1		2
Depreciation, amortization and accretion	1,738		1,754		1,707
Restructuring charges	109		85		—
Amortization of prepaid lease purchase price adjustments	16		16		16
Interest expense and amortization of deferred financing costs, net	932		850		699
(Gains) losses on retirement of long-term obligations	—		—		28
Interest income	(19)		(15)		(3)
Other (income) expense	28		6		10
(Benefit) provision for income taxes	24		26		16
Stock-based compensation expense, net	131		157		156
Adjusted EBITDA(a)	$	4,161	$	4,415	$	4,340

(a)The above reconciliation excludes the items included in our Adjusted EBITDA definition which are not applicable to the periods shown.

We believe Adjusted EBITDA is useful to investors or other interested parties in evaluating our financial performance because:

•itthey isare ~~the~~frequently ~~primary measure~~ used by our management (1) to evaluate the economic productivity of our operations and (2) for purposes of making decisions about allocating resources to, and assessing the performance of, our operations;

•although specific definitions may vary, it is widely used by investors or other interested parties in evaluation of the ~~communications~~tower ~~infrastructure~~ sector and other REITs to measure financial performance without regard to items such as depreciation, amortization and accretion, which can vary depending upon accounting methods and the book value of assets;

•we believe it helps investors and other interested parties meaningfully evaluate and compare the results of our operations (1) from period to period and (2) to our competitors by removing the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our financial results; and

•itthey isare similar to the measure of current financial performance generally used in our debt covenant calculations.

Our management uses Adjusted EBITDA:

•as a ~~performance~~component ~~goal~~ in the employee annual incentive compensation calculation;

•as a measurement of financial performance because it assists us in comparing our financial performance on a consistent basis as it removes the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our operating results;

•in presentations to our board of directors to enable it to have the same measurement of financial performance used by management;

•for planning purposes, including preparation of our annual operating budget;

•as a valuation measure in strategic analyses in connection with the purchase and sale of assets;

•in determining self-imposed limits on our debt levels, including the evaluation of our leverage ratio; and

•with respect to compliance with our debt covenants, which require us to maintain certain financial ratios that incorporate concepts such as, or similar to, Adjusted EBITDA.

5352

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Our primary exposures to market risks are related to changes in interest rates, which may adversely affect our results of operations and financial position. We seek to manage exposure to changes in interest rates where economically prudent to do so by utilizing fixed rate debt. As of December 31, ~~2024~~2025 and December 31, ~~2023~~2024 we had no interest rate swaps.

Interest Rate Risk

Our interest rate risk as of December 31, ~~2024~~2025 relates primarily to the impact of interest rate movements on the following:

•the potential refinancing of our $24.13 billion in existing debt, compared to $2224.91 billion as of December 31, ~~2023~~2024;

•our $23.59 billion of floating rate debt, compared to $12.85 billion as of December 31, ~~2023~~2024, representing approximately 1016% and 810% of total debt respectively; potential future borrowings of incremental debt, including borrowings under our 2016 Credit Facility and issuances under our CP Program; and

•potential future borrowings of incremental debt, including borrowings under our 2016 Credit Facility and issuances under our CP Program.

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. 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 could increase our costs of borrowing. See ~~also~~ "Item 1a. Risk Factors" for a further discussion of risks stemming from interest rate increases.

Sensitivity Analysis. We manage our exposure to market interest rates on our existing debt by controlling the mix of fixed and floating rate debt. As of December 31, ~~2024~~2025, we had $23.59 billion of floating rate debt. A hypothetical unfavorable fluctuation in market interest rates on our existing floating rate debt of 1/4 of a ~~percent~~percentage point over a 12-month period would increase our interest expense by approximately $610 million.

Potential Future Borrowings of Incremental Debt. We typically do not hedge our exposure to interest rates on potential future borrowings of incremental debt for a substantial period prior to issuance. See "Item 7. MD&A—Liquidity and Capital Resources" regarding our liquidity strategy.

Potential Refinancing of Existing Debt. Our contractual debt maturities over the next 12 months consist of Commercial Paper Notes that may be outstanding from time to time, the 4.450%, 3.700%, and 1.~~350~~050% Senior Notes and principal payments on certain outstanding debt. ~~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 below for additional discussion as well as a tabular presentation of our scheduled contractual debt maturities as of December 31, ~~2024~~2025.

5453

Future Principal Payments and Interest Rates

The following table provides information about our market risk related to changes in interest rates relating to the Company's continuing operations. The future principal payments and weighted-average interest rates are presented as of December 31, ~~2024~~2025. These debt maturities reflect final maturity dates, and do not consider the impact of the principal payments that will commence following the anticipated repayment dates of certain debt (see footnotes (b) and (d)). The information presented below regarding the variable rate debt is supplementary to our sensitivity analysis regarding the impact of changes in the interest rates. See note 78 to our consolidated financial statements for additional information regarding our debt.

	Future Principal Payments and Interest Rates by the Debt Instruments' Contractual Year of Maturity
(In millions of dollars)	~~2025~~2026				~~2026~~2027			~~2027~~2028			~~2028~~2029			~~2029~~2030			Thereafter			Total			Fair Value(a)
Fixed rate debt(b)	$	~~550~~2,693			$	2,~~696~~288		$	2,~~292~~634		$	2,~~635~~479		$	~~2,478~~772		$	119,~~130~~669		$	2120,~~781~~535		$	19,~~940~~274
Average interest rate(b)(c)(d)	13.60		%		3.05		%	34.5		%	4.56		%	43.63		%	3.7		%	3.78		%
Variable rate debt(e)	$	12,~~401~~021		(f)	$	911,911		$	~~966~~—		$	—		$	—		$	—		$	23,~~458~~932		$	23,~~458~~932
Average interest rate(e)	54.02		%		54.3		%	~~5.1~~—		%	—		%	—		%	—		%	54.13		%

(a)The fair value of our debt is based on indicative quotes, non-binding quotes from brokers that require judgment to interpret market information, including implied credit spreads for similar borrowings on recent trades or bid/ask offers. These fair values are not necessarily indicative of the amount, which could be realized in a current market exchange.

(b)The impact of principal payments that will commence following ~~the~~an anticipated repayment ~~dates~~date is not considered (see footnote (d) below). The Tower Revenue Notes, Series ~~2015-2 and Series~~ 2018-2 have a principal ~~amounts~~amount of $~~700 million and $~~750 million, with an anticipated repayment ~~dates~~date in ~~2025 and~~ 2028~~, respectively~~.

(c)The average interest rate represents the weighted-average stated coupon rate (see also footnote (d)).

(d) If the Tower Revenue Notes, Series 2018-2 are not repaid in full by the ~~applicable~~ anticipated repayment ~~dates~~date, 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, Series 2018-2) of the issuers of the Tower Revenue Notes, Series 2018-2. The Tower Revenue Notes, Series 2018-2 are presented based on their contractual maturity ~~dates~~date ~~ranging~~in ~~from 2045 to~~ 2048 and include the impact of an assumed 5% increase in interest rate that would occur following the anticipated repayment ~~dates~~date but exclude the impact of monthly principal payments that would commence using Excess Cash Flow of the issuers of the Tower Revenue Notes, Series 2018-2. The full year ~~2024~~2025 Excess Cash Flow of the issuers of the Tower Revenue Notes, Series 2018-2 was approximately $1.0 billion. We currently expect to refinance or repay these notes on or prior to the ~~respective~~ anticipated repayment ~~dates~~date.

(e) ~~Predominately~~Consists ~~consists~~ of our 2016 Revolver and senior unsecured term loan A facility ("2016 Term Loan A" and, collectively, "2016 Credit Facility"), which ~~matures~~mature in 2027, and issuances under our CP Program. See note 78 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. Each annual period presented assumes the downward adjustments in the interest rate spread and unused commitment fee percentage on our 2016 Credit Facility.

(f) Predominately consists of outstanding indebtedness under our CP Program. Such amounts may be issued, repaid or re-issued from time to time.

5554

Item 8. Financial Statements and Supplementary Data

Crown Castle Inc. and Subsidiaries

Index to Consolidated Financial Statements and Financial Statement Schedules

			Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)			5756
Consolidated Balance Sheet as of December 31, 2024 and 2023			60
Consolidated Balance Sheet as of December 31, 2025 and 2024			58
Consolidated Statement of Operations and Comprehensive Income (Loss) for each of the three years in the period ended December 31, 2024			61
Consolidated Statement of Operations and Comprehensive Income (Loss) for each of the three years in the period ended December 31, 2025			59
Consolidated Statement of Cash Flows for each of the three years in the period ended December 31, 2024			62
Consolidated Statement of Cash Flows for each of the three years in the period ended December 31, 2025			60
Consolidated Statement of Equity (Deficit) for each of the three years in the period ended December 31, 2024			63
Consolidated Statement of Equity (Deficit) for each of the three years in the period ended December 31, 2025			61
Notes to Consolidated Financial Statements			6462
Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 2024, 2023 and 2022			109
Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 2025, 2024 and 2023			104
Schedule III - Schedule of Real Estate and Accumulated Depreciation for the years ended December 31, 2024, 2023 and 2022			110
Schedule III - Schedule of Real Estate and Accumulated Depreciation for the years ended December 31, 2025, 2024 and 2023			105

5655

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Crown Castle Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheet of Crown Castle Inc. and its subsidiaries (the “Company”) as of December 31, ~~2024~~2025 and ~~2023~~2024, and the related consolidated statements of operations and comprehensive income (loss), of equity (deficit) and of cash flows for each of the three years in the period ended December 31, ~~2024~~2025, including the related notes and financial statement schedules listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2024~~2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

5756

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition - ~~Towers Segment -~~ Site Rental Revenues

As described in ~~Notes~~Note 2 ~~and 14~~ to the consolidated financial statements, the Company ~~recognized $4,266 million in site rental revenues from the Towers segment for the year ended December 31, 2024. The Company~~ generates site rental revenues from its core business by providing tenants with access to its ~~shared~~towers ~~communications infrastructure~~ via long-term tenant contracts in various forms, including lease, license, ~~sublease~~ and ~~service~~sublease agreements. ~~Providing~~Typically, providing such access over the length of the tenant contract term represents the Company’s sole performance obligation under its tenant contracts. Site rental revenues from the Company's tenant contracts are recognized on a straight-line, ratable basis over the fixed, non-cancelable term of the relevant tenant contract. The Company recognized $4,049 million in site rental revenues for the year ended December 31, 2025.

The principal considerations for our determination that performing procedures relating to revenue recognition for ~~the~~ site rental revenues ~~from the Towers segment~~ is a critical audit matter are a high degree of auditor effort in performing procedures and evaluating audit evidence related to revenue recognition for ~~the~~ site rental revenues ~~from the Towers segment~~.

~~Quantitative~~Discontinued ~~Goodwill~~Operations ~~Impairment~~– ~~Test~~Sale –of the Fiber ~~Reporting Unit~~Business

As described in Notes 21 and 53 to the consolidated financial statements, ~~the~~on ~~Company’s~~March ~~consolidated~~13, ~~goodwill balance was $5~~2025,~~127~~ ~~million~~the asCompany ofsigned ~~December~~an ~~31,~~agreement ~~2024.~~to ~~Management~~sell ~~tests~~its ~~goodwill~~fiber ~~for~~solutions ~~impairment~~and atsmall ~~least~~cell ~~annually~~businesses or(“Fiber ~~whenever~~Business”). ~~events~~Under orthe ~~circumstances~~agreement, ~~indicate~~ the ~~carrying~~Company ~~amount~~will ~~may~~receive ~~not be recoverable~~$8.5 ~~The~~billion ~~quantitative~~in ~~goodwill~~aggregate ~~impairment~~cash ~~test~~proceeds, ~~compares~~subject ~~the~~to ~~estimated~~certain ~~fair~~closing ~~value~~adjustments. ofThe ~~the~~Company ~~reporting~~recorded ~~unit~~a ~~and~~loss ~~the~~from ~~carrying~~disposal ~~value~~ of ~~the~~discontinued ~~reporting~~operations ~~unit. If the carrying amount~~ of a$1.6 ~~reporting~~billion ~~unit~~for isthe ~~greater~~year ~~than~~ended ~~its~~December ~~fair value~~31, an2025 ~~impairment~~related ~~loss shall be recognized in an amount equal~~ to ~~such excess, limited to~~ the ~~total~~classification ~~amount~~ of ~~goodwill allocated to~~ the ~~reporting~~Fiber ~~unit.~~Business ~~Management~~as ~~performed~~“held ~~the~~for ~~most~~sale”, ~~recent~~which ~~annual~~represents ~~goodwill impairment test in~~ the ~~fourth~~excess ~~quarter~~ of ~~2024. The quantitative impairment test indicated that~~ the carrying ~~amount~~value of the ~~Company’s~~ Fiber ~~reporting~~Business ~~unit~~over ~~exceeded~~the ~~its~~purchase ~~estimated fair value. As such~~price, ~~management~~less ~~recorded~~estimated ancosts ~~impairment~~to ~~charge~~sell. ofAs ~~$4,958~~the ~~million,~~sale ~~which~~represents ~~resulted~~a inmaterial nostrategic ~~goodwill~~shift ~~remaining~~ for the ~~Fiber~~Company, ~~reporting unit. The means of estimating~~ the ~~fair~~Fiber ~~value of the Company~~Business’s ~~reporting~~results ~~units~~and isnet ~~using~~assets ~~discounted~~are ~~cash~~presented ~~flow~~as ~~(DCF)~~discontinued ~~models~~operations ~~developed by management. Key assumptions~~ and ~~estimates~~comparable ~~used~~prior inperiods ~~the~~have ~~DCF~~been ~~models~~recast ~~included~~to ~~projected~~reflect ~~future~~this ~~revenues, operating cash flows, capital expenditures (net of certain payments received from customers), an exit multiple and a discount rate~~change.

The principal ~~considerations~~consideration for our determination that performing procedures relating to ~~the~~discontinued ~~quantitative~~operations ~~goodwill~~associated ~~impairment~~with ~~test~~the sale of the Fiber ~~reporting~~Business ~~unit~~ is a critical audit matter ~~are~~is ~~(i) the significant judgment by management when developing the fair value estimate of the Fiber reporting unit; (ii)~~ a high degree of auditor ~~judgment, subjectivity, and~~ effort in performing ~~the~~ procedures ~~and~~related ~~evaluating~~to management’s ~~significant~~calculation ~~assumptions~~of ~~related~~the toloss ~~the~~from ~~exit~~disposal ~~multiple~~of ~~and discount~~discontinued ~~rate;~~operations and ~~(iii)~~the presentation of the ~~audit~~Fiber ~~effort~~Business ~~involved~~as ~~the~~discontinued ~~use~~operations ofin ~~professionals~~the ~~with~~consolidated ~~specialized~~financial ~~skill~~statements and ~~knowledge~~related disclosures.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s ~~quantitative~~calculation ~~goodwill~~of ~~impairment~~the ~~test,~~loss ~~including~~from ~~controls~~disposal ~~over~~of discontinued operations and the ~~valuation~~presentation of the Fiber ~~reporting~~Business ~~unit~~as discontinued operations in the consolidated financial statements and related disclosures. These procedures also included, among others (i) reading the agreement; (ii) testing management’s ~~process~~calculation ~~for~~of ~~developing~~ the ~~fair~~loss ~~value~~from ~~estimate~~disposal of ~~the~~discontinued ~~Fiber reporting unit~~operations; (iiiii) evaluating the ~~appropriateness~~presentation of ~~the~~amounts ~~DCF~~included ~~model~~in ~~used~~discontinued byoperations, ~~management;~~which ~~(iii)~~included ~~testing~~agreeing ~~the~~such ~~completeness~~amounts ~~and~~to ~~accuracy~~the ofCompany’s ~~underlying~~historical ~~data~~accounting ~~used in the DCF model~~records; and (iv) evaluating the ~~reasonableness~~sufficiency of ~~management’s~~the ~~significant~~disclosures in the consolidated financial statements.

assumptions related to the exit multiple and discount rate. Evaluating management's assumption related to the exit multiple involved evaluating whether the assumption used by management was reasonable considering the consistency with external market and industry data. Professionals with specialized skill and knowledge were used to assist in the evaluation of (i) the appropriateness of the DCF model and (ii) the reasonableness of the exit multiple and discount rate assumptions.

/s/ PricewaterhouseCoopers LLP

Pittsburgh, Pennsylvania

~~March~~February 1423, ~~2025~~2026

We have served as the Company’s auditor since 2011.

5957

CROWN CASTLE INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(In millions of dollars, except par values)

	December 31,
	2024		2023
	2025		2024
ASSETS
Current assets:
Cash and cash equivalents	$	~~119~~99	$	~~105~~100
Restricted cash and cash equivalents	~~171~~170		~~171~~170
Receivables, net of allowance of $22 and $19, respectively	478		481
Receivables, net of allowance of $9 and $9, respectively	172		129
Prepaid expenses	~~106~~79		~~103~~74
Current portion of deferred site rental receivables	~~176~~167		~~116~~164
Other current assets	4023		5624
Total current assets	1,090		1,032
Current assets of discontinued operations (note 3)	434		429
Deferred site rental receivables	2,343		2,239
Total current assets	1,144		1,090
Property and equipment, net	15,495		15,666
Deferred site rental receivables	2,288		2,279
Operating lease right-of-use assets	5,797		6,187
Property and equipment, net	6,273		6,577
Goodwill	5,127		10,085
Operating lease right-of-use assets	5,473		5,600
Site rental contracts and tenant relationships, net	2,727		3,122
Goodwill	5,127		5,127
Other intangible assets, net	54		57
Site rental contracts and tenant relationships, net	834		1,009
Other assets, net	103		139
Other intangible assets, net	27		28
Total assets	$	32,736	$	38,527
Other assets, net	61		58
Non-current assets of discontinued operations (note 3)	10,291		10,968
Total assets	$	31,518	$	32,736
LIABILITIES AND EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	~~192~~71	$	~~252~~48
Accrued interest	~~244~~235		~~219~~244
Deferred revenues	~~476~~192		~~605~~141
Other accrued liabilities	~~359~~168		~~342~~167
Current maturities of debt and other obligations	~~610~~2,783		~~835~~603
Current portion of operating lease liabilities	~~296~~268		~~332~~264
Total current liabilities	2,177		2,585
Current liabilities of discontinued operations (note 3)	762		710
Debt and other long-term obligations	23,471		22,086
Total current liabilities	4,479		2,177
Operating lease liabilities	5,236		5,561
Debt and other long-term obligations	21,554		23,451
Other long-term liabilities	1,985		1,914
Operating lease liabilities	4,961		5,062
Total liabilities	32,869		32,146
Other long-term liabilities	607		645
Commitments and contingencies (see note 12)
Non-current liabilities of discontinued operations (note 3)	1,552		1,534
Total liabilities	33,153		32,869
Commitments and contingencies (see note 13)
CCI stockholders' equity (deficit):
Common stock, $0.01 par value; 1,200 shares authorized; shares issued and outstanding: December 31, 2024—435 and December 31, 2023—434	4		4
Common stock, $0.01 par value; 1,200 shares authorized; shares issued and outstanding: December 31, 2025—435 and December 31, 2024—435	4		4
Additional paid-in capital	18,~~393~~527		18,~~270~~393
Accumulated other comprehensive income (loss)	(5)		(45)
Dividends/distributions in excess of earnings	(1820,~~525~~161)		(1118,~~889~~525)
Total equity (deficit)	(~~133~~1,635)		~~6,381~~(133)
Total liabilities and equity (deficit)	$	3231,~~736~~518	$	3832,~~527~~736

See accompanying notes to consolidated financial statements.

6058

CROWN CASTLE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(In millions of dollars, except per share amounts)

	Years Ended December 31,
	2024		2023		2022
	2025		2024		2023
Net revenues:
Site rental	$	64,~~358~~049	$	64,~~532~~268	$	64,~~289~~313
Services and other	~~210~~215		~~449~~192		~~697~~421
Net revenues	64,~~568~~264		64,~~981~~460		64,~~986~~734
Operating expenses:
Costs of operations:(a)
Site rental	~~1,728~~992		~~1,664~~983		~~1,602~~961
Services and other	~~119~~113		~~316~~107		~~466~~304
Selling, general and administrative	~~706~~383		~~759~~435		~~750~~502
Asset write-down charges	~~148~~11		3311		349
Acquisition and integration costs	—		1—		21
Depreciation, amortization and accretion	~~1,738~~690		~~1,754~~736		~~1,707~~787
Restructuring charges	~~109~~—		8570		—73
Goodwill impairment charges	4,958		—		—
Total operating expenses	2,189		2,342		2,637
Total operating expenses	9,506		4,612		4,561
Operating income (loss)	2,075		2,118		2,097
Operating income (loss)	(2,938)		2,369		2,425
Interest expense and amortization of deferred financing costs, net	(972)		(932)		(849)
Interest expense and amortization of deferred financing costs, net	(932)		(850)		(699)
Interest income	13		20		15
Gains (losses) on retirement of long-term obligations	—		—		(28)
Other income (expense)	3		(26)		(5)
Interest income	19		15		3
Income (loss) from continuing operations before income taxes	1,119		1,180		1,258
Other income (expense)	(28)		(6)		(10)
Benefit (provision) for income taxes	(16)		(18)		(21)
Income (loss) before income taxes	(3,879)		1,528		1,691
Income (loss) from continuing operations	1,103		1,162		1,237
Benefit (provision) for income taxes	(24)		(26)		(16)
Discontinued operations (see note 3):
Net income (loss)	$	(3,903)	$	1,502	$	1,675
Income (loss) from discontinued operations before gain (loss) from disposal, net of tax	916		(5,065)		265
Gain (loss) from disposal of discontinued operations	(1,575)		—		—
Income (loss) from discontinued operations, net of tax	(659)		(5,065)		265
Net income (loss)	$	444	$	(3,903)	$	1,502
Other comprehensive income (loss):
Foreign currency translation adjustments	~~(1)~~—		(1)		(1)
Total other comprehensive income (loss)	~~(1)~~—		(1)		(1)
Comprehensive income (loss)	$	~~(3,904)~~444	$	1(3,~~503~~904)	$	1,~~674~~503
Net income (loss), per common share:
Net income (loss)—basic	$	(8.98)	$	3.46	$	3.87
Income (loss) from continuing operations, basic	$	2.53	$	2.68	$	2.85
Net income (loss)—diluted	$	(8.98)	$	3.46	$	3.86
Income (loss) from discontinued operations, basic	(1.51)		(11.66)		0.61
Net income (loss)—basic	$	1.02	$	(8.98)	$	3.46
Income (loss) from continuing operations, diluted	$	2.52	$	2.68	$	2.85
Income (loss) from discontinued operations, diluted	(1.51)		(11.66)		0.61
Net income (loss)—diluted	$	1.01	$	(8.98)	$	3.46
Weighted-average common shares outstanding:
Basic	~~434~~435		434		~~433~~434
Diluted	~~434~~437		434		434

(a)Exclusive of depreciation, amortization and accretion shown separately.

See accompanying notes to consolidated financial statements.

6159

CROWN CASTLE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(In millions of dollars)

	Years Ended December 31,
	2024		2023			2022
	2025		2024			2023
Cash flows from operating activities:
Net Income (loss)	$	~~(3,903)~~444	$	1(3,~~502~~903)		$	1,~~675~~502
(Income) loss from discontinued operations before (gain) loss from disposal, net of tax	(916)		5,065			(265)
(Gain) loss from disposal of discontinued operations	1,575		—			—
Income (loss) from continuing operations	1,103		1,162			1,237
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Depreciation, amortization and accretion	~~1,738~~690		~~1,754~~736			~~1,707~~787
Goodwill impairment charges	4,958		—		—	—
Amortization of deferred financing costs and other non-cash interest	32		32			29
(Gains) losses on retirement of long-term obligations	—		—			28
Stock-based compensation expense, net	73		84			102
Amortization of deferred financing costs and other non-cash interest	32		29			17
Asset write-down charges	11		11			9
Stock-based compensation expense, net	131		157			156
Deferred income tax (benefit) provision	—		4			9
Asset write-down charges	148		33			34
Restructuring charges, non-cash	—		10			7
Deferred income tax (benefit) provision	4		8			3
Other non-cash adjustments, net	(4)		23			8
Restructuring charges, non-cash	12		7			—
Net cash provided by (used for) operating activities from discontinued operations	1,185		1,123			1,192
Other non-cash adjustments, net	23		7			5
Changes in assets and liabilities, excluding the effects of acquisitions:
Increase (decrease) in accrued interest	25(9)		3625			—36
Increase (decrease) in accounts payable	~~(22)~~17		(1419)			(59)
Increase (decrease) in other liabilities	(9155)		(~~265~~170)			(~~281~~182)
Decrease (increase) in receivables	63		~~115~~35			~~(49)~~152
Decrease (increase) in other assets	~~(118)~~11		(~~243~~113)			(~~412~~251)
Net cash provided by (used for) operating activities	23,~~943~~057		32,~~126~~943			23,~~878~~126
Cash flows from investing activities:
Capital expenditures	(~~1,222~~182)		(~~1,424~~176)			(~~1,310~~243)
Payments for acquisitions, net of cash acquired	~~(8)~~—		(968)			(3596)
Other investing activities, net	104		19			~~(7)~~5
Net cash provided by (used for) investing activities	(1,220)		(1,519)			(1,352)
Net cash provided by (used for) investing activities from discontinued operations	(980)		(1,045)			(1,185)
Net cash provided by (used for) investing activities	(1,158)		(1,220)			(1,519)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	~~1,244~~—		31,~~843~~244			~~748~~3,843
Principal payments on debt and other long-term obligations	(99118)		(7999)			(7479)
Purchases and redemptions of long-term debt	(~~750~~1,200)		(750)			(~~1,274~~750)
Borrowings under revolving credit facility	—1,200		~~3,613~~—			3,~~495~~613
Payments under revolving credit facility	(~~670~~255)		(~~4,248~~670)			(24,~~855~~248)
Net issuances (repayments) under commercial paper program	~~1,341~~590		(1,~~241)~~341			~~976~~(1,241)
Payments for financing costs	~~(12)~~—		(3912)			(1439)
Purchases of common stock	(3323)		(3033)			(6530)
Dividends/distributions paid on common stock	(2,~~729~~080)		(2,~~723~~729)			(2,~~602~~723)
Net cash provided by (used for) financing activities	(1,~~708~~886)		(1,~~654~~708)			(1,~~665~~654)
Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents	1513		~~(47)~~15			(~~139~~47)
Effect of exchange rate changes on cash	~~(1)~~—		(1)			—1
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period	281		327			466
Cash and cash equivalents and restricted cash and cash equivalents at beginning of period(a)	295		281			327
Cash and cash equivalents and restricted cash and cash equivalents at end of period	$	295	$	281		$	327
Cash and cash equivalents and restricted cash and cash equivalents at end of period(a)	$	308	$	295		$	281

(a)Inclusive of cash and cash equivalents and restricted cash and cash equivalents included in discontinued operations. See note 16.

See accompanying notes to consolidated financial statements.

6260

CROWN CASTLE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF EQUITY (DEFICIT)

(Amounts in millions)

	Common Stock			AdditionalPaid-In Capital		Accumulated Other Comprehensive Income (Loss)		Dividends/Distributions in Excess of Earnings		Total
	Shares	($0.01 Par)
Balance, December 31, 2021	432	$	4	$	18,011	$	(4)	$	(9,753)	$	8,258
Balance, December 31, 2022	433	$	4	$	18,116	$	(5)	$	(10,666)	$	7,449
Stock-based compensation related activity, net of forfeitures	1	—		170		—		—		170
Purchases and retirement of common stock	—	—		(65)		—		—		(65)
Other comprehensive income (loss)(a)	—	—		—		(1)		—		(1)
Common stock dividends/distributions	—	—		—		—		(2,588)		(2,588)
Net income (loss)	—	—		—		—		1,675		1,675
Balance, December 31, 2022	433	4		18,116		(5)		(10,666)		7,449
Stock-based compensation related activity, net of forfeitures	1	—		184		—		—		184
Purchases and retirement of common stock	—	—		(30)		—		—		(30)
Other comprehensive income (loss)(a)	—	—		—		1		—		1
Common stock dividends/distributions	—	—		—		—		(2,725)		(2,725)
Net income (loss)	—	—		—		—		1,502		1,502
Balance, December 31, 2023	434	4		18,270		(4)		(11,889)		6,381
Stock-based compensation related activity, net of forfeitures	1	—		156		—		—		156
Purchases and retirement of common stock	—	—		(33)		—		—		(33)
Other comprehensive income (loss)(a)	—	—		—		(1)		—		(1)
Common stock dividends/distributions	—	—		—		—		(2,733)		(2,733)
Net income (loss)	—	—		—		—		(3,903)		(3,903)
Balance, December 31, 2024	435	$4	4	$18,393	~~18,393~~	$(5)	~~(5)~~	$(18,525)	~~(18,525)~~	$(133)	~~(133)~~
Stock-based compensation related activity, net of forfeitures	—	—		157		—		—		157
Purchases and retirement of common stock	—	—		(23)		—		—		(23)
Other comprehensive income (loss)(a)	—	—		—		—		—		—
Common stock dividends/distributions	—	—		—		—		(2,080)		(2,080)
Net income (loss)	—	—		—		—		444		444
Balance, December 31, 2025	435	$	4	$	18,527	$	(5)	$	(20,161)	$	(1,635)

(a)See the consolidated statement of operations and comprehensive income (loss) for the components of "total other comprehensive income (loss)."

See accompanying notes to consolidated financial statements.

6361

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular dollars in millions, except per share amounts)

1. Basis of Presentation

The consolidated financial statements include the accounts of Crown Castle Inc. and its predecessor, as applicable (together, "CCI"), and their subsidiaries, collectively referred to herein as the "Company." All significant intercompany balances and transactions have been eliminated in consolidation. As used herein, the term "including," and any variation thereof, means "including without limitation." The use of the word "or" herein is not exclusive. Unless the context suggests otherwise, references to "U.S." are to the United States of America and Puerto Rico, collectively.

The Company owns, operates and leases ~~shared~~towers ~~communications infrastructure~~ that isare geographically dispersed throughout the U.S., including (1) towers and other structures, such as rooftops (collectively, "towers"), and (2) fiber primarily supporting small cell networks ("small cells") and fiber solutions. The Company's towers, small cells and fiber assets are collectively referred to herein as "communications infrastructure," and the Company's customers on its communications infrastructure are referred to herein as "tenants."

~~The~~On ~~Company's~~March ~~core~~13, ~~business~~2025, isthe ~~providing~~Company ~~access,~~signed ~~including~~a ~~space~~definitive oragreement ~~capacity,~~(“Strategic Fiber Agreement”) to sell its ~~shared~~Fiber ~~communications~~segment, ~~infrastructure~~together ~~via~~with ~~long-term~~certain ~~contracts~~supporting inassets ~~various~~and ~~forms,~~personnel ~~including~~("Fiber ~~lease~~Business"), ~~license,~~with ~~sublease~~Zayo Group Holdings Inc. ("Zayo") acquiring the fiber solutions business and ~~service~~EQT ~~agreements~~Active Core Infrastructure fund (~~collectively,~~"EQT") acquiring the small cell business ("~~tenant~~Strategic ~~contracts~~Fiber Transaction"). Under the Strategic Fiber Agreement, the Company will receive $8.5 billion in aggregate cash proceeds, subject to certain closing adjustments. The Company intends to use a significant portion of the proceeds from the sale to repay outstanding indebtedness. See note 8 to the Company''s consolidated financial statements for a discussion of the Company's indebtedness.

~~The~~As the aforementioned sale represents a material strategic shift for the Company, the Fiber Business's ~~operating~~results ~~segments~~and ~~consist~~net assets are presented herein as discontinued operations and comparable prior periods have been recast to reflect this change. The Company recorded a loss from disposal of (discontinued operations of $1).6 ~~Towers~~billion for the year ended December 31, 2025 related to the classification of the Fiber Business as "held for sale", which represents the excess of the carrying value of the Fiber Business over the purchase price, less estimated costs to sell. The Strategic Fiber Transaction is expected to close in the first half of 2026, subject to certain closing conditions and ~~(2)~~required government and regulatory approvals. Pending the closing of the Strategic Fiber Transaction, we will continue to operate the Fiber Business in accordance with the Strategic Fiber Agreement. See note 143 to our consolidated financial statements for a further discussion of discontinued operations.

OnFollowing ~~March~~the ~~13,~~classification ~~2025,~~of the ~~Company signed a definitive agreement (“Strategic~~ Fiber ~~Agreement”)~~Business toas ~~sell~~discontinued ~~its Fiber segment~~operations, ~~together~~the ~~with~~Company ~~certain~~has ~~supporting~~one ~~assets~~reportable ~~and~~segment ~~personnel~~that ~~("Fiber~~constitutes ~~Business"),~~consolidated ~~with~~results ~~Zayo~~consisting ~~Group~~of ~~Holdings~~its ~~Inc~~towers operations. ~~("Zayo")~~Unless ~~acquiring~~otherwise ~~the~~noted, ~~fiber~~all ~~solutions~~activities ~~business~~ and ~~EQT~~amounts ~~Active~~reported ~~Core~~in ~~Infrastructure fund ("EQT") acquiring~~ the ~~small~~following ~~cell~~notes ~~business~~relate ~~("Strategic~~to ~~Fiber Transaction"). The Fiber Business did not meet~~ the ~~criteria~~continuing ~~for~~operations ~~assets held for sale as~~ of ~~December~~the ~~31,~~Company ~~2024,~~ and ~~therefore~~exclude ~~remains~~activities ~~presented~~and asamounts arelated ~~component~~to ofdiscontinued ~~continuing~~ operations. As aSee ~~result,~~notes ~~this~~3 ~~document,~~and ~~unless~~15 ~~otherwise~~to ~~noted, does not contemplate~~ the ~~planned~~Company's ~~sale~~consolidated offinancial ~~the~~statements ~~Fiber~~for ~~Business. In~~a ~~subsequent~~discussion ~~periods,~~of ~~the Fiber Business will be presented as a~~ discontinued ~~operation,~~operations and ~~its~~the ~~net~~Company's ~~assets~~operating ~~will be classified as held for sale and comparable prior periods will be recast to reflect this change~~segment. ~~See note 17.~~

Approximately 5455% of the Company's towers are leased or subleased or operated and managed under master leases, subleases, and other agreements with AT&T and T-Mobile (including those which T-Mobile assumed in its merger with Sprint). The Company has the option to purchase these towers at the end of their respective lease terms. The Company has no obligation to exercise such purchase options. See notes 45 and 1314.

As part of the Company's effort to provide comprehensive ~~communications~~tower ~~infrastructure~~ solutions, as an ancillary business, the Company also offers certain services ~~primarily relating to its Towers segment~~. For the periods presented, such services predominately consisted of (1) 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") and (2) tenant equipment installation and subsequent augmentations (collectively, "installation services").

See note 1617 to the Company's consolidated financial statements for a discussion of (1) the Company's July 2023 restructuring plan ("2023 Restructuring Plan"), which included discontinuing installation services as a ~~Towers~~towers product offering and (2) the Company's June 2024 restructuring plan ("2024 Restructuring Plan," and together with the 2023 Restructuring Plan, "2023 and 2024 Restructuring Plans").

The Company operates as a REIT for U.S. federal income tax purposes. In addition, the Company has certain taxable REIT subsidiaries ("TRSs"). See note 910.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the ~~date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Tabular dollars in millions, except per share amounts)

date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

2. Summary of Significant Accounting Policies

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and highly liquid investments with original maturities of three months or less.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Tabular dollars in millions, except per share amounts)

Restricted Cash and Cash Equivalents

Restricted cash and cash equivalents represents ~~(1)~~ the cash held in reserve by the indenture trustees pursuant to the indenture governing certain of the Company's debt instruments, ~~(2) cash securing performance obligations such as letters of credit~~ and ~~(3)~~ any other cash whose use is limited by contractual provisions. The restriction of rental cash receipts is a critical feature of certain of the Company's debt instruments due to the applicable indenture trustee's ability to utilize the restricted cash for the payment of (1) debt service costs, (2) ground rents, (3) real estate or personal property taxes, (4) insurance premiums related to towers, (5) other assessments by governmental authorities and potential environmental remediation costs or (6) a portion of advance rents from tenants. The restricted cash in excess of required reserve balances is subsequently released to the Company in accordance with the terms of the indentures. See note 1516 for a reconciliation of cash and cash equivalents and restricted cash and cash equivalents.

Receivables Allowance

An allowance for credit losses is recorded as an offset to accounts receivable. The Company uses judgment in estimating this allowance and considers historical collections, current credit status, or contractual provisions. Additions to the allowance for credit losses are charged either to "Site rental costs of operations" or to "Services and other costs of operations," as appropriate, and deductions from the allowance are recorded when specific accounts receivable are written off as uncollectible.

Lease Accounting

General. The Company evaluates whether a contract meets the definition of a lease whenever a contract grants a party the right to control the use of an identified asset for a period of time in exchange for consideration. To the extent the identified asset is able to be shared among multiple parties, the Company has determined that one party does not have control of the identified asset and the contract is not considered a lease. The Company accounts for contracts that do not meet the definition of a lease under other relevant accounting guidance (such as ASC 606 for revenue from contracts with customers).

Lessee. ~~For~~The ~~its Tower segment, the~~ Company's lessee arrangements primarily consist of ground leases for land under towers. Ground leases for land are specific to each site, generally contain an initial term between five to 15 years and are renewable (and cancellable after a notice period) at the Company's option. The Company also enters into term ground leases, such as term easements, in which it prepays the entire term. ~~For its Fiber segment, the Company's lessee arrangements primarily include leases of fiber assets to support the Company's small cells and fiber solutions.~~

The majority of the Company's lease agreements have certain termination rights that provide for cancellation after a notice period and multiple renewal options exercisable at the Company's option. The Company includes renewal option periods in its calculation of the estimated lease term when it determines the options are reasonably certain to be exercised. When such renewal options are deemed to be reasonably certain, the estimated lease term determined under ASC 842 will be greater than the non-cancelable term of the contractual arrangement. Although certain renewal periods are included in the estimated lease term, the Company would have the ability to terminate or elect to not renew a particular lease if business conditions warrant such a decision.

The Company classifies its lessee arrangements at inception as either operating leases or finance leases. A lease is classified as a finance lease if at least one of the following criteria is met: (1) the lease transfers ownership of the underlying asset to the lessee, (2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) the lease term is for a major part of the remaining economic life of the underlying asset, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying asset, or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. A lease is classified as an operating lease if none of the five criteria described above for finance lease classification is met.

Right-of-use ("ROU") assets associated with operating leases are included in "Operating lease right-of-use assets" on the Company's consolidated balance sheet. Current and long-term portions of lease liabilities related to operating leases are included in "Current portion of operating lease liabilities" and "Operating lease liabilities" on the Company's consolidated balance sheet, respectively. ROU assets represent the Company's right to use an underlying asset for the estimated lease term and lease liabilities represent the Company's present value of its future lease payments. In assessing its leases and determining its lease liability at lease commencement or upon modification, the Company is not able to readily determine the rate implicit for its lessee arrangements, and thus uses its incremental borrowing rate on a collateralized basis to determine the present value of the lease payments. The Company's ROU assets are measured as the balance of the lease liability plus any prepaid or accrued lease payments and any unamortized initial direct costs. For both the Towers and Fiber segments, operating lease expenses are recognized on a ratable basis, regardless of whether the payment terms require the Company to make payments annually, semi-

6563

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Tabular dollars in millions, except per share amounts)

balance sheet, respectively. ROU assets represent the Company's right to use an underlying asset for the estimated lease term and lease liabilities represent the Company's present value of its future lease payments. In assessing its leases and determining its lease liability at lease commencement or upon modification, the Company is not able to readily determine the rate implicit for its lessee arrangements, and thus uses its incremental borrowing rate on a collateralized basis to determine the present value of the lease payments. The Company's ROU assets are measured as the balance of the lease liability plus any prepaid or accrued lease payments and any unamortized initial direct costs. Operating lease expenses are recognized on a ratable basis, regardless of whether the payment terms require the Company to make payments annually, semi-annually, quarterly, monthly, or for the entire term in advance. Certain of the Company's ground lease ~~and fiber lease~~ agreements contain fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the change in consumer price index ("CPI")). If the payment terms include fixed escalators, upfront payments, or rent-free periods, the effect of such ~~increases~~terms isare recognized on a straight-line basis. The Company calculates the straight-line expense over the contract's estimated lease term, including any renewal option periods that the Company deems reasonably certain to be exercised.

Lease agreements may also contain provisions for a contingent payment based on (1) the revenues derived from the ~~communications~~towers ~~infrastructure~~ located on the leased asset, (2) the change in CPI or (3) the usage of the leased asset. The Company's contingent payments are considered variable lease payments and are (1) not included in the initial measurement of the ROU asset or lease liability due to the uncertainty of the payment amount and (2) recorded as expense in the period such contingencies are resolved.

ROU assets associated with finance leases are included in "Property and equipment, net" on the Company's consolidated balance sheet. Lease liabilities associated with finance leases are included in "Current maturities of debt and other obligations" and "Debt and other long-term obligations" on the Company's consolidated balance sheet. ~~For~~The ~~both its Towers and Fiber segments, the~~ Company measures the lease liability for finance leases using the effective interest method. The initial lease liability is increased to reflect interest on the liability and decreased to reflect payments made during the period. Interest on the lease liability is determined each period during the lease term as the amount that results in a constant periodic discount rate on the remaining balance of the liability. The Company depreciates ROU assets for finance leases on a ratable basis over the applicable lease term.

The Company reviews the carrying value of its ROU assets for impairment, similar to its other long-lived assets, whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company could record impairments in the future if there are changes in (1) long-term market conditions, (2) expected future operating results or (3) the utility of the assets that negatively impact the fair value of its ROU assets.

Lessor. The Company's lessor arrangements primarily include tenant contracts for dedicated space ~~(including dedicated fiber)~~ on its ~~shared communications infrastructure~~towers. The Company classifies its leases at inception as operating, direct financing or sales-type leases. A lease is classified as a sales-type lease if at least one of the following criteria is met: (1) the lease transfers ownership of the underlying asset to the lessee, (2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) the lease term is for a major part of the remaining economic life of the underlying asset, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying assets or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. Furthermore, when none of the above criteria is met, a lease is classified as a direct financing lease if both of the following criteria are met: (1) the present value of the of the sum of the lease payments and any residual value guaranteed by the lessee, that is not already reflected in the lease payments, equals or exceeds the fair value of the underlying asset and (2) it is probable that the lessor will collect the lease payments plus any amount necessary to satisfy a residual value guarantee. A lease is classified as an operating lease if it does not qualify as a sales-type or direct financing lease. Currently, the Company classifies all of its lessor arrangements as operating leases.

Site rental revenues from the Company’s lessor arrangements are recognized on a straight-line, ratable basis over the fixed, non-cancelable term of the relevant tenant contract, regardless of whether the payments from the tenant are received in equal monthly amounts during the life of a tenant contract. Certain of the Company's tenant contracts contain fixed escalation clauses (such as fixed-dollar or fixed-percentage increases) or inflation-based escalation clauses (such as those tied to the change in CPI). If the payment terms call for fixed escalators, upfront payments, or rent-free periods, the rental revenue is recognized on a straight-line basis over the fixed, non-cancelable term of the agreement. When calculating straight-line site rental revenues, the Company considers all fixed elements of tenant contractual escalation provisions.

Certain of the Company's arrangements with tenants in its Fiber segment contain both lease and non-lease components. In such circumstances, the Company has determined (1) the timing and pattern of transfer for the lease and non-lease component are the same and (2) the stand-alone lease component would be classified as an operating lease. As such, the Company has aggregated certain non-lease components with lease components and has determined that the lease components (generally dedicated fiber) represent the predominant component of the arrangement.

Property and Equipment

Property and equipment is stated at cost, net of accumulated depreciation. Property and equipment includes land owned through fee interests and perpetual easements, which have no definite life. Depreciation is computed utilizing the straight-line method at rates based upon the estimated useful lives of the various classes of assets. Depreciation for the majority of towers is

6664

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Tabular dollars in millions, except per share amounts)

~~method at rates based upon the estimated useful lives of the various classes of assets. Depreciation for the majority of communications infrastructure is~~ computed with a useful life equal to the shorter of 20 years or the term of the underlying ground lease (where applicable and including optional renewal periods). Additions and permanent improvements to the Company's ~~communications~~towers ~~infrastructure~~ are capitalized, while maintenance and repairs are expensed. The carrying value of property and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.

~~Labor~~Abandonments and ~~interest~~write-offs ~~costs incurred directly related to the construction~~ of ~~certain~~ property and equipment are ~~capitalized~~recorded ~~during~~to ~~the~~"Asset ~~construction~~write-down ~~phase~~charges" ofon ~~projects. For~~ the ~~years~~Company's ~~ended~~consolidated ~~December~~statement ~~31,~~of ~~2024,~~operations ~~2023~~ and ~~2022,~~comprehensive ~~the~~income ~~Company~~(loss) ~~recorded~~and were $~~298~~12 million, $~~299~~ 7 million and $~~265~~13 million ~~in capitalized labor costs, respectively. The carrying value of property and equipment is reviewed~~ for ~~impairment whenever events or changes in circumstances indicate that~~ the ~~carrying~~years ~~amount~~ended ofDecember 31, ~~the~~2025, ~~assets~~2024 ~~may~~and ~~not~~2023, ~~be recoverable~~respectively.

Abandonments and write-offs of property and equipment are recorded to "Asset write-down charges" on the Company's consolidated statement of operations and comprehensive income (loss) and were $146 million, $40 million and $39 million for the years ended December 31, 2024, 2023 and 2022, respectively. The increase in asset write-down charges from 2023 to 2024 is primarily driven by the cancellation of approximately 7,000 greenfield small cell nodes in the Company's contracted backlog that it mutually agreed to cancel following discussions with certain of its tenants. The Company 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 its consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2024.

Asset Retirement Obligations

Pursuant to its ground lease, ~~leased facility and certain pole attachment~~ agreements, the Company records obligations to perform asset retirement activities, including requirements to remove ~~communications~~towers ~~infrastructure~~ or remediate the space on which certain of its ~~communications~~towers ~~infrastructure~~are is located. The Company does not record an obligation for asset retirement activities related to its fiber, as a settlement date is indeterminable and therefore a reasonable estimation of fair value cannot be made. Asset retirement obligations are included in "Other long-term liabilities" on the Company's consolidated balance sheet. The liability accretes as a result of the passage of time and the related accretion expense is included in "Depreciation, amortization and accretion" on the Company's consolidated statement of operations and comprehensive income (loss). The associated asset retirement costs are capitalized as an additional carrying amount of the related long-lived asset and depreciated over the useful life of such asset.

Goodwill

Goodwill represents the excess of the purchase price for an acquired business over the allocated value of the related net assets. Management tests goodwill for impairment at least annually or whenever events or circumstances indicate the carrying amount may not be recoverable. The annual test begins with goodwill and all intangible assets being allocated to ~~applicable~~the ~~reporting units. The~~ Company's single reporting ~~units~~unit, ~~are~~which is the same as its single operating ~~segments (Towers and Fiber)~~segment. The Company then performs a qualitative assessment to determine whether it is "more likely than not" that the fair value of the reporting unit is less than its carrying amount. If the Company concludes it is "more likely than not" that the fair value of a reporting unit is less than its carrying amount, it is necessary to perform a quantitative goodwill impairment test. The quantitative goodwill impairment test compares the estimated fair value of the reporting unit and the carrying value of the reporting unit. If the carrying amount of athe reporting unit is greater than its fair value, an impairment loss shall be recognized in an amount equal to such excess, limited to the total amount of goodwill allocated to the reporting unit. The Company performed its most recent annual goodwill impairment test during the fourth quarter of ~~2024~~2025, which resulted in ~~an impairment of $5.0 billion for the year ended December 31, 2024 to its Fiber reporting unit. With respect to the Towers reporting unit, there was~~ no ~~indication of~~ impairment ~~following the quantitative assessment, as the estimated fair value was well in excess of the corresponding carrying value~~. See note 56 to the Company's consolidated financial statements.

Intangible Assets

Intangible assets are included in "Site rental contracts and tenant relationships, net" and "Other intangible assets, net" on the Company's consolidated balance sheet and predominately consist of the estimated fair value of site rental contracts and tenant relationships or other contractual rights, such as trademarks, that are recorded in conjunction with acquisitions. Site rental contracts and tenant relationships intangible assets are comprised of (1) the current term of the existing leases, (2) the high rate of tenant retention, and (3) any associated relationships that are expected to generate value following the expiration of all renewal periods under existing leases.

67The useful lives of intangible assets are estimated based on the period over which the intangible asset is expected to benefit the Company and gives consideration to the expected useful life of other assets to which the useful life may relate. Amortization expense for intangible assets is computed using the straight-line method over the estimated useful life of each of the intangible assets. The useful lives of site rental contracts and tenant relationships intangible assets are limited by the maximum depreciable life of the tower (20 years), as a result of the interdependency of the tower and the site rental contracts and tenant relationships. In contrast, the site rental contracts and tenant relationships are estimated to provide economic benefits for several decades because of the low rate of tenant cancellations and high rate of tenant retention experienced to date. Thus, while site rental contracts and tenant relationships intangible assets are valued based upon the fair value of the site rental contracts and tenant relationships, which includes assumptions regarding both (1) tenants' exercise of optional renewals contained in the acquired leases and (2) renewals of the acquired leases past the contractual term including exercisable options, site rental contracts and tenant relationships intangible assets are amortized over a period not to exceed 20 years.

The carrying value of other intangible assets with finite useful lives will be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company has a dual grouping policy for purposes of determining the unit of account for testing impairment of site rental contracts and tenant relationships intangible assets. First, the Company pools site rental contracts and tenant relationships intangible assets with the related tower assets into portfolio groups for purposes of determining the unit of account for impairment testing. Second and separately, the Company pools the site rental contracts and tenant relationships by significant tenant or by tenant grouping for

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Tabular dollars in millions, except per share amounts)

~~The~~individually ~~useful~~insignificant ~~lives~~tenants, ofas ~~intangible~~appropriate. ~~assets~~If ~~are estimated based on~~ the ~~period~~sum ~~over which the intangible asset is expected to benefit the Company and gives consideration to the expected useful life~~ of ~~other assets to which~~ the ~~useful~~associated ~~life may relate. Amortization expense for intangible assets is computed using the straight-line method over the~~ estimated ~~useful~~future ~~life~~cash offlows ~~each of the intangible assets. The useful lives of site rental contracts and tenant relationships intangible assets are limited by the maximum depreciable life of the communications infrastructure~~ (~~20 years~~undiscounted), asfrom aan ~~result~~asset ofis ~~the~~less ~~interdependency~~than ofits ~~the~~carrying ~~communications~~amount, ~~infrastructure~~an ~~and~~impairment ~~the~~loss ~~site~~may ~~rental~~be ~~contracts and tenant relationships~~recognized. InMeasurement ~~contrast, the site rental contracts and tenant relationships are estimated to provide economic benefits for several decades because~~ of ~~the~~an ~~low~~impairment ~~rate~~loss ofwould ~~tenant~~be ~~cancellations and high rate of tenant retention experienced to date. Thus, while site rental contracts and tenant relationships intangible assets are valued~~ based ~~upon~~on the fair value of the site rental contracts and tenant relationships, which includes assumptions regarding both (1) tenants' exercise of optional renewals contained in the acquired leases and (2) renewals of the acquired leases past the contractual term including exercisable options, site rental contracts and tenant relationships intangible assets are amortized over a period not to exceed 20 yearsasset.

The carrying value of other intangible assets with finite useful lives will be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company has a dual grouping policy for purposes of determining the unit of account for testing impairment of site rental contracts and tenant relationships intangible assets. First, the Company pools site rental contracts and tenant relationships intangible assets with the related communications infrastructure assets into portfolio groups for purposes of determining the unit of account for impairment testing. Second and separately, the Company pools the site rental contracts and tenant relationships by significant tenant or by tenant grouping for individually insignificant tenants, as appropriate. If the sum of the associated estimated future cash flows (undiscounted) from an asset is less than its carrying amount, an impairment loss may be recognized. Measurement of an impairment loss would be based on the fair value of the asset.

Deferred Credits

Deferred credits are included in "Deferred revenues" and "Other long-term liabilities" on the Company's consolidated balance sheet and consist of the estimated fair value of below-market tenant leases for contractual interests with tenants on acquired communications infrastructure that are amortized to site rental revenues.

Fair value for these deferred credits represents the difference between (1) the stated contractual payments to be made pursuant to the in-place lease and (2) management's estimate of fair market lease rates for each corresponding lease. Deferred credits are measured over a period equal to the estimated remaining economic lease term considering renewal provisions or economics associated with those renewal provisions, to the extent applicable. Deferred credits are amortized over their respected estimated lease terms at the time of acquisition, the most recent of which took place in 2017.

Deferred Financing Costs

Third-party costs incurred to obtain financing, with the exception of costs incurred related to revolving lines of credit, are deferred and are included as a direct deduction from the carrying amount of the related debt liability in "Debt and other long-term obligations" on the Company's consolidated balance sheet and are amortized using the effective interest yield methodology to "Interest expense and amortization of deferred financing costs, net" on the Company's consolidated statement of operations and comprehensive income (loss) over the term of the related debt liability. Third party costs incurred to obtain financing through a revolving line of credit are deferred and are included in "Other assets, net" on the Company's consolidated balance sheet and are amortized using the effective interest yield methodology to "Interest expense and amortization of deferred financing costs, net" on the Company's consolidated statement of operations and comprehensive income (loss) over the term of the 2016 Credit Agreement (as defined in note 78).

Revenue Recognition

The Company generates site rental revenues from its core business by providing tenants with access, including space or capacity, to its ~~shared~~towers ~~communications infrastructure~~ via long-term tenant contracts in various forms, including lease, license, ~~sublease~~ and ~~service~~sublease agreements. Typically, providing such access over the length of the tenant contract term represents the Company’s sole performance obligation under its tenant contracts.

Site Rental Revenues. Site rental revenues from the Company's tenant contracts are recognized on a straight-line, ratable basis over the fixed, non-cancelable term of the relevant tenant contract, which generally ranges between five to 15 years ~~for wireless tenants and between one to 20 years for fiber solutions tenants (including from organizations with high-bandwidth and multi-location demands)~~, regardless of whether the payments from the tenant are received in equal monthly amounts during the life of the tenant contract. Certain of the Company's tenant contracts contain (1) fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the CPI), (2) multiple renewal periods exercisable at the tenant's option and (3) only limited termination rights at the applicable tenant's option through the current term. If the payment terms call for fixed escalators, upfront payments, or rent-free periods, the revenue is recognized on a straight-line basis over the fixed, non-cancelable term of the tenant contract. When calculating straight-line rental revenues, the Company considers all fixed elements of tenant contractual escalation provisions, even if such escalation provisions contain a variable element in addition to a minimum. The Company's assets related to straight-line site rental revenues are recorded within "Current portion of deferred site rental receivables" and "Deferred site rental receivables" on the Company's consolidated balance sheet. Amounts billed or received prior to being earned are deferred and reflected in "Deferred revenues" and "Other long-term liabilities" on the Company's consolidated balance sheet. Amounts to which the Company has an unconditional right to payment, which are related to both satisfied or partially satisfied performance obligations, are recorded within "Receivables, net" on the Company's consolidated balance sheet.

68Services and Other Revenues. As part of the Company’s effort to provide comprehensive tower solutions, as an ancillary business, the Company offers certain services. For the periods presented, such services predominately consisted of (1) pre-construction site development services and (2) installation services. See note 17 to the Company's consolidated financial statements for a discussion of the Company's July 2023 restructuring plan, which included discontinuing installation services as a Towers product offering. Upon contract commencement, the Company assesses its services to tenants and identifies performance obligations for each promise to provide a distinct service.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Tabular dollars in millions, except per share amounts)

fixed percentage increases) or inflation-based escalation clauses (such as those tied to the CPI), (2) multiple renewal periods exercisable at the tenant's option and (3) only limited termination rights at the applicable tenant's option through the current term. If the payment terms call for fixed escalators, upfront payments, or rent-free periods, the revenue is recognized on a straight-line basis over the fixed, non-cancelable term of the tenant contract. When calculating straight-line rental revenues, the Company considers all fixed elements of tenant contractual escalation provisions, even if such escalation provisions contain a variable element in addition to a minimum. The Company's assets related to straight-line site rental revenues are recorded within "Current portion of deferred site rental receivables" and "Deferred site rental receivables" on the Company's consolidated balance sheet. Amounts billed or received prior to being earned are deferred and reflected in "Deferred revenues" and "Other long-term liabilities" on the Company's consolidated balance sheet. Amounts to which the Company has an unconditional right to payment, which are related to both satisfied or partially satisfied performance obligations, are recorded within "Receivables, net" on the Company's consolidated balance sheet.

Payments Associated with Sprint Cancellations. For the years ended December 31, 2024 and December 31, 2023, site rental revenues include $5 million and $170 million, respectively, of payments in the Company's Fiber segment to satisfy the remaining rental obligations of certain canceled Sprint leases as a result of the T-Mobile US, Inc. and Sprint network consolidation. In connection with such canceled Sprint leases, the Company also recognized $59 million of accelerated prepaid rent amortization in the Company's Fiber segment for the year ended December 31, 2023 that did not recur in the year ended December 31, 2024.

Services and Other Revenues. As part of the Company’s effort to provide comprehensive communications infrastructure solutions, as an ancillary business, the Company offers certain services primarily relating to its Towers segment. For the periods presented, such services predominately consisted of (1) pre-construction site development services and (2) installation services. See note 16 to the Company's consolidated financial statements for a discussion of the Company's July 2023 restructuring plan, which included discontinuing installation services as a Towers product offering. Upon contract commencement, the Company assesses its services to tenants and identifies performance obligations for each promise to provide a distinct service.

The Company may have multiple performance obligations for site development services, which primarily include: structural analysis, zoning, permitting and construction drawings. For each of these performance obligations, services revenues are recognized at completion of the applicable performance obligation, which represents the point at which the Company believes it has transferred goods or services to the tenant. The services revenue recognized is based on an allocation of the transaction price among the performance obligations in a respective tenant contract based on estimated standalone selling price. The volume and mix of site development services may vary among tenant contracts and may include a combination of some or all of the above performance obligations. Amounts are billed per contractual milestones, with payments generally due within 45 to 90 days, and generally do not contain variable-consideration provisions.

The transaction price for the Company's tower installation services consists of amounts for (1) permanent improvements to the Company's towers that represent a lease component and (2) the performance of the service. Amounts under the Company's tower installation service agreements that represent a lease component are recognized as site rental revenues on a straight-line basis over the length of the associated estimated lease term. For the performance of the installation service, the Company has one performance obligation, which is satisfied at the time of the applicable installation or augmentation and recognized as services and other revenues on the Company's consolidated statement of operations and comprehensive income (loss). Since performance obligations are typically satisfied prior to receiving payment from tenants, the unconditional right to payment is recorded within "Receivables, net" on the Company’s consolidated balance sheet. Generally, the services the Company provides to its tenants have a duration of one year or less.

Additional Information on Revenues. As of January 1, 2024 and December 31, 2024, $2.1 billion and $2.0 billion of unrecognized revenues, respectively, were reported in "Deferred revenues" and "Other long-term liabilities" on the Company's consolidated balance sheet. During the year ended December 31, 2024, approximately $490 million of the January 1, 2024 unrecognized revenues balance was recognized as revenues. As of January 1, 2023, $2.3 billion of unrecognized revenues were reported in "Deferred revenues" and "Other long-term liabilities" on the Company's consolidated balance sheet. During the year ended December 31, 2023, approximately $631 million of the January 1, 2023 unrecognized revenues balance was recognized as revenues.66

See note 3 for further discussion regarding the Company’s revenues.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Tabular dollars in millions, except per share amounts)

Company has one performance obligation, which is satisfied at the time of the applicable installation or augmentation and recognized as services and other revenues on the Company's consolidated statement of operations and comprehensive income (loss). Since performance obligations are typically satisfied prior to receiving payment from tenants, the unconditional right to payment is recorded within "Receivables, net" on the Company’s consolidated balance sheet. Generally, the services the Company provides to its tenants have a duration of one year or less.

Additional Information on Revenues. As of January 1, 2025 and December 31, 2025, $430 million and $437 million of unrecognized revenues, respectively, were reported in "Deferred revenues" and "Other long-term liabilities" on the Company's consolidated balance sheet. During the year ended December 31, 2025, approximately $121 million of the January 1, 2025 unrecognized revenues balance was recognized as revenues. As of January 1, 2024, $623 million of unrecognized revenues were reported in "Deferred revenues" and "Other long-term liabilities" on the Company's consolidated balance sheet. During the year ended December 31, 2024, approximately $185 million of the January 1, 2024 unrecognized revenues balance was recognized as revenues.

See note 4 for further discussion regarding the Company’s revenues.

Costs of Operations

Approximately 4075% of the Company's site rental costs of operations expenses consist of ~~Towers~~towers ground lease expenses, and the remainder includes ~~fiber access expenses, repairs and maintenance expenses,~~ employee compensation orand related benefit costs, property taxes, orrepairs and maintenance expenses, and utilities. Generally, the ground leases for land are specific to each site and are for an initial term of between five to 15 years and are renewable for pre-determined periods. The Company also enters into ground leases, such as term easements, in which it prepays the entire term in advance. ~~Fiber access expenses primarily consist of leases of fiber assets and other access agreements to facilitate the Company's communications infrastructure.~~

Ground lease ~~and fiber access expenses~~ are recognized on a ratable basis, regardless of whether the payment terms require the Company to make payments annually, semi-annually, quarterly, monthly, or for the entire term in advance. Certain of the Company's ground lease ~~and fiber access~~ agreements contain fixed escalation clauses (such as fixed dollar or fixed percentage increases) or inflation-based escalation clauses (such as those tied to the change in CPI). If the payment terms include fixed escalators, upfront payments, or rent-free periods, the effect of such ~~increases~~terms isare recognized on a straight-line basis. When calculating straight-line ground lease ~~and fiber access expenses~~expense, the Company considers all fixed elements of contractual escalation provisions, even if such escalation provisions contain a variable element in addition to a minimum. The Company's liability related to straight-line expense is included in "Operating lease right-of-use assets" on the Company's consolidated balance sheet. The Company's assets related to prepaid agreements isare included in "~~Prepaid expenses" and "~~Operating lease right-of-use assets" on the Company's consolidated balance sheet.

Services and other costs of operations predominately consist of third-party service providers such as contractors and professional services firms and, to a lesser extent, internal labor costs, associated with the Company's site development and installation services. See note 1617 to the Company's consolidated financial statements for a discussion of the Company's July 2023 restructuring plan, which included discontinuing installation services as a ~~Towers~~ product offering. The Company's costs incurred prior to the satisfaction of associated performance obligations of $3113 million and $4414 million as of December 31, ~~2024~~2025 and ~~2023~~2024, respectively, are included in "Other current assets" on the Company's consolidated balance sheet.

Acquisitions and Integration Costs

Direct or incremental costs related to a potential or completed business combination transaction are expensed as incurred. Such costs are predominately comprised of severance, retention bonuses payable to employees of an acquired enterprise, temporary employees to assist with the integration of the acquired operations, fees paid for services (such as consulting, accounting, legal, or engineering reviews), and any other costs directly associated with the transaction. These business combination costs are included in "Acquisition and integration costs" on the Company's consolidated statement of operations and comprehensive income (loss). For those transactions accounted for as asset acquisitions, these costs are capitalized as part of the purchase price.

Stock-based Compensation Expense, Net

Restricted Stock Units. The Company records stock-based compensation expense for unvested restricted stock units ("RSUs") for which the requisite service is expected to be rendered. The cumulative effect of a change in the estimated number of RSUs for which the requisite service is expected to be or has been rendered is recognized in the period of the change in the estimate. To the extent that the requisite service is rendered, compensation cost for accounting purposes is not reversed; rather, it is recognized regardless of whether or not the awards vest. A discussion of the Company's valuation techniques and related assumptions and estimates used to measure the Company's stock-based compensation expense is as follows:

Valuation. The fair value of RSUs without market conditions is determined based on the number of shares relating to such RSUs and the quoted price of the Company's common stock at the date of grant. The Company estimates the fair value of RSUs with market conditions granted using a Monte Carlo simulation. The Company's determination of the fair value of RSUs with market conditions on the date of grant is affected by its common stock price as well as assumptions regarding a number of highly complex or subjective variables. The determination of fair value using a Monte Carlo simulation requires the input of subjective assumptions, and other reasonable assumptions could provide differing results.67

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Tabular dollars in millions, except per share amounts)

Valuation. The fair value of RSUs without market conditions is determined based on the number of shares relating to such RSUs and the quoted price of the Company's common stock at the date of grant. The Company estimates the fair value of RSUs with market and performance conditions granted using a Monte Carlo simulation. The Company's determination of the fair value of RSUs with market conditions on the date of grant is affected by its common stock price as well as assumptions regarding a number of highly complex or subjective variables. The determination of fair value using a Monte Carlo simulation requires the input of subjective assumptions, and other reasonable assumptions could provide differing results.

Amortization Method. The Company amortizes the fair value of all RSUs on a straight-line basis for each separately vesting tranche of the award (graded vesting schedule) over the requisite service periods.

Expected Volatility. The Company estimates the volatility of its common stock at the date of grant based on the historical volatility of its common stock.

Expected Dividend Rate. The expected dividend rate at the date of grant is based on the then-current dividend yield.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Tabular dollars in millions, except per share amounts)

Risk-Free Rate. The Company bases the risk-free rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term equal to the expected life of the award.

Forfeitures. The Company uses historical award forfeiture data and management's judgment about the future employee turnover rates to estimate the number of shares for which the requisite service period will not be rendered.

Interest Expense and Amortization of Deferred Financing Costs, Net

The components of interest expense and amortization of deferred financing costs, net are as follows:

	Years Ended December 31,
	2024		2023		2022
	2025		2024		2023
Interest expense on debt obligations	$	~~920~~956	$	~~836~~920	$	~~685~~835
Amortization of deferred financing costs and adjustments on long-term debt	3231		2932		2629
Capitalized interest	(2015)		(1520)		(1215)
Total	$	~~932~~972	$	~~850~~932	$	~~699~~849

The Company amortizes deferred financing costs, discounts and premiums over the estimated term of the related borrowing using the effective interest yield method. Deferred financing costs and discounts are generally presented as a direct reduction to the related debt obligation on the Company's consolidated balance sheet.

Assets Held for Sale and Discontinued Operations

We classify an asset as held for sale when the following criteria are met: (1) management with proper authority has approved and committed to a plan to sell, (2) the asset is available for immediate sale, (3) an active program to locate a buyer has commenced at a price that is reasonable in relation to its current fair value, (4) the sale of the asset is probable (5) transfer of the asset is expected to occur within one year, except in certain circumstances such as extended regulatory approval, and (6) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Assets classified as held for sale are recorded at the lower of carrying value or fair value, less costs to sell and are no longer depreciated.

Further, we classify the balances and results related to a disposal in discontinued operations if all of the following criteria are met: (1) the operations and cash flows of the disposal group can be clearly distinguished from the rest of the company, (2) the disposal group meets the criteria to be classified as held for sale and (3) the disposal represents a strategic shift that has or will have a major effect on our operations and financial results. For businesses classified as discontinued operations, the associated balances included in the consolidated balance sheet and consolidated statement of operations and comprehensive income (loss) are reclassified from their historical presentation to assets and liabilities of discontinued operations on the consolidated balance sheet and to discontinued operations on the consolidated statement of operations and comprehensive income (loss), respectively, for all periods presented. The gains or losses associated with the discontinued operation are also recorded in discontinued operations on the consolidated statement of operations and comprehensive income (loss). See notes 1 and 3 to the Company's consolidated financial statements for a discussion of the Company's discontinued operations.

~~Income Taxes~~68

The Company operates as a REIT for U.S. federal income tax purposes. As a REIT, the Company is generally entitled to a deduction for dividends that it pays and therefore is not subject to U.S. federal corporate income tax on its net taxable income that is currently distributed to its stockholders. The Company may be subject to certain federal, state, local and foreign taxes on its income, including (1) taxes on any undistributed income and (2) taxes related to the TRSs. In addition, the Company could, under certain circumstances, be required to pay an excise or penalty tax, which could be significant in amount, in order to utilize one or more relief provisions under the Internal Revenue Code of 1986, as amended ("Code"), to maintain qualification for taxation as a REIT.

Additionally, the Company has 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. The Company's foreign assets and operations (including its tower operations in Puerto Rico) are subject to foreign income taxes in the jurisdictions in which such assets and operations are located, regardless of whether they are included in a TRS or not. For certain acquisitions by the REIT, the Company will be subject to a federal corporate level tax rate (currently 21%) on any gain recognized from the sale of assets occurring within a specified period (generally 5 years) after the transfer date up to the amount of the built in gain that existed on the transfer date, which is based upon the fair market value of those assets in excess of the Company's tax basis on the transfer date. This gain can be offset by any remaining federal net operating loss carryforwards ("NOLs").

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Tabular dollars in millions, except per share amounts)

Income Taxes

Additionally, the Company has 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. The Company's foreign assets and operations (including its operations in Puerto Rico) are subject to foreign income taxes in the jurisdictions in which such assets and operations are located, regardless of whether they are included in a TRS or not. For certain acquisitions by the REIT, the Company will be subject to a federal corporate level tax rate (currently 21%) on any gain recognized from the sale of assets occurring within a specified period (generally 5 years) after the transfer date up to the amount of the built in gain that existed on the transfer date, which is based upon the fair market value of those assets in excess of the Company's tax basis on the transfer date. This gain can be offset by any remaining federal net operating loss carryforwards ("NOLs").

For the Company's TRSs, the Company accounts for income taxes using an asset and liability approach, which requires the recognition of deferred income tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns. Deferred income tax assets and liabilities are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates. A valuation allowance is provided on deferred tax assets if it is determined that it is "more likely than not" that the asset will not be realized. The Company records a valuation allowance against deferred tax assets when it is "more likely than not" that some portion or all of the deferred tax asset will not be realized. The Company reviews the recoverability of deferred tax assets each quarter and based upon projections of future taxable income, reversing deferred tax liabilities or other known events that are expected to affect future taxable income, records a valuation allowance for assets that do not meet the "more likely than not" realization threshold. Valuation allowances may be reversed if related deferred tax assets are deemed realizable based upon changes in facts and circumstances that impact the recoverability of the asset.

The Company recognizes a tax position if it is "more likely than not" that it will be sustained upon examination. The tax position is measured at the largest amount that is greater than 50 percent likely of being realized upon ultimate settlement. The Company reports penalties and tax-related interest expense as a component of the benefit (provision) for income taxes. As of December 31, ~~2024~~2025 and ~~2023~~2024, the Company has not recorded any material penalties related to its income tax positions. See note 910.

Per Share Information

Basic net income (loss), per common share, excludes dilution and is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. For the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, diluted net income (loss), per common share, is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period, plus any potential dilutive common share equivalents, including shares issuable upon the vesting of RSUs as determined under the treasury stock method.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Tabular dollars in millions, except per share amounts)

A reconciliation of the numerators and denominators of the basic and diluted per share computations is shown in the table below.

	Years Ended December 31,
	2024		2023		2022
	2025		2024		2023
Net income (loss)	$	(3,903)	$	1,502	$	1,675
Income (loss) from continuing operations	$	1,103	$	1,162	$	1,237
Income (loss) from discontinued operations, net of tax	(659)		(5,065)		265
Weighted-average number of common shares outstanding (in millions):
Basic weighted-average number of common stock outstanding	~~434~~435		434		~~433~~434
Effect of assumed dilution from potential issuance of common shares relating to RSUs	—2		—		1—
Diluted weighted-average number of common shares outstanding	~~434~~437		434		434
Net income (loss), per common share:
Basic	$	(8.98)	$	3.46	$	3.87
Income (loss) from continuing operations, basic	$	2.53	$	2.68	$	2.85
Diluted	$	(8.98)	$	3.46	$	3.86
Income (loss) from discontinued operations, basic	(1.51)		(11.66)		0.61
Dividends/distributions declared per share of common stock	$	6.26	$	6.26	$	5.98
Net income (loss)—basic	$	1.02	$	(8.98)	$	3.46
Income (loss) from continuing operations, diluted	$	2.52	$	2.68	$	2.85
Income (loss) from discontinued operations, diluted	(1.51)		(11.66)		0.61
Net income (loss)—diluted	$	1.01	$	(8.98)	$	3.46
Dividends/distributions declared per share of common stock	$	4.75	$	6.26	$	6.26

Fair Values

The Company's assets and liabilities recorded at fair value are categorized based upon a fair value hierarchy that ranks the quality and reliability of the information used to determine fair value. The three levels of the fair value hierarchy are (1) Level 1 — quoted prices (unadjusted) in active and accessible markets, (2) Level 2 — observable prices that are based on inputs not quoted in active markets but corroborated by market data, and (3) Level 3 — unobservable inputs and are not corroborated by market data. The Company evaluates fair value hierarchy level classifications quarterly, and transfers between levels are effective at the end of the quarterly period.

72The fair values of cash and cash equivalents and restricted cash and cash equivalents approximate the carrying values. The Company determines the fair value of its debt securities based on indicative, non-binding quotes from brokers. Quotes from brokers require judgment and are based on the brokers' interpretation of market information, including implied credit spreads for similar borrowings on recent trades or bid/ask prices or quotes from active markets if available. There were no changes since December 31, 2024 in the Company's valuation techniques used to measure fair values. See note 9 for a further discussion of fair values.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Tabular dollars in millions, except per share amounts)

The fair values of cash and cash equivalents and restricted cash and cash equivalents approximate the carrying values. The Company determines the fair value of its debt securities based on indicative, non-binding quotes from brokers. Quotes from brokers require judgment and are based on the brokers' interpretation of market information, including implied credit spreads for similar borrowings on recent trades or bid/ask prices or quotes from active markets if available. There were no changes since December 31, 2023 in the Company's valuation techniques used to measure fair values. See note 8 for a further discussion of fair values.

Recently Adopted Accounting Pronouncements

In ~~November~~December 2023, the Financial Accounting ~~Standards~~Standard Board ("FASB") issued new guidance, which became effective starting with the Company's ~~2024~~2025 Form 10-K, that isenhances ~~designed~~the totransparency ~~improve~~and ~~reportable~~decision ~~segment~~usefulness ~~disclosure~~of ~~requirements~~income tax disclosures, primarily through ~~enhanced~~changes ~~disclosure~~to ofthe ~~significant~~rate ~~segment~~reconciliation ~~expenses~~and income taxes paid disclosures. The Company adopted the guidance as of the effective date (i.e. for fiscal years beginning after December 15, ~~2023~~2024). The ~~new guidance also expands interim segment disclosure requirements and requires disclosure of the position and title of the~~ Company's ~~chief operating decision-maker. The Company~~ adopted the new ~~segment~~income tax disclosure guidance using a retrospective approach for each prior reporting period presented. The adoption of the new guidance did not have a material impact on the Company's consolidated financial ~~statement~~statements but resulted in expanded disclosure, primarily within its ~~segment~~income ~~reporting~~tax footnote. See note 1410 to the Company's consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued new guidance that enhances the transparency and decision usefulness of income tax disclosures, primarily through changes to the rate reconciliation and income taxes paid disclosures. The guidance will be effective for the Company's fiscal year ending December 31, 2025, and can be applied prospectively or retrospectively, with early adoption permitted. The Company is currently evaluating the effect of the guidance, including the impact on its financial statement disclosures.

In November 2024, the FASB issued new guidance which requires disclosure of disaggregated information about certain income statement expense line items in the notes to the financial statements for both annual and interim periods. The guidance will be effective for the Company's fiscal year ending December 31, 2027, and can be applied prospectively or retrospectively, with early adoption permitted. The Company is currently evaluating the effect of the guidance, including the impact on its financial statement disclosures.

3In September 2025, the FASB issued new guidance to modernize the accounting for internal-use software to current development practices, clarify when to begin capitalizing costs and enhance disclosure requirements.~~Revenues~~ The guidance will be effective for the Company's fiscal year ending December 31, 2028 and can be applied prospectively or retrospectively, with early adoption permitted. The Company is currently evaluating the effect of the guidance, including the potential impact on its financial statement disclosures.

~~The following table is a summary of the contracted amounts owed to the Company by tenants pursuant to tenant contracts in effect as of December 31, 2024~~3.Discontinued AsOperations ~~of December 31, 2024, the weighted-average remaining term of tenant contracts was approximately six years, exclusive of renewals exercisable at the tenant's option.~~

	Years Ending December 31,
	2025		2026		2027		2028		2029		Thereafter		Total
Contracted amounts(a)	$	5,056	$	4,882	$	4,733	$	4,474	$	3,661	$	13,126	$	35,932

In January 2024, the Company's board of directors established a Fiber Review Committee to oversee and direct the review of strategic and operational alternatives that were available to the Company with respect to its Fiber Business. The operational review concluded in June 2024 and resulted in a restructuring plan that management initiated in June 2024 ("2024 Restructuring Plan"), while the strategic review concluded in March 2025 with the signing of the Strategic Fiber Agreement. See note 17 to the Company's consolidated financial statements for a discussion of the 2024 Restructuring Plan.

~~(a)Based~~On onMarch 13, 2025, management signed the ~~nature~~Strategic ofFiber Agreement to sell the ~~contract~~Fiber Business, ~~tenant~~with ~~contracts~~Zayo ~~are~~acquiring ~~accounted~~the ~~for~~fiber ~~pursuant~~solutions tobusiness ~~relevant~~and ~~lease~~EQT ~~accounting~~acquiring ~~(ASC~~the ~~842)~~small orcells ~~revenue~~business. ~~accounting~~Under ~~(ASC~~the ~~606)~~Strategic ~~guidance~~Fiber Agreement, the Company will receive $8.5 billion ~~Excludes~~in ~~amounts~~aggregate ~~related~~cash proceeds, subject to ~~services~~certain closing adjustments. As such, the Fiber Business' results and net assets are presented herein as ~~those~~discontinued ~~contracts~~operations ~~generally~~and comparable prior periods have been recast to reflect this change. The Company recorded a ~~duration~~loss from disposal of ~~one~~discontinued operations of $1.6 billion for the year orended December 31, 2025 related to the classification of the Fiber Business as "held for sale", which represents the excess of the carrying value of the Fiber Business over the purchase price, less estimated costs to sell. The loss is included in "Gain (loss) from disposal of discontinued operations" in the consolidated statement of operations and comprehensive income (loss). Due to the Company's REIT tax filing status, there is no tax benefit recognized related to the loss from disposal of the Fiber Business.

~~See~~The ~~notes~~Strategic 2Fiber ~~and~~Transaction 13is ~~for~~expected ~~further~~to ~~discussion~~close ~~regarding~~in the ~~Company's~~first ~~lessor~~half ~~arrangements~~of 2026, subject to certain closing conditions and ~~note~~required 14government ~~for~~and ~~further~~regulatory ~~information~~approvals. ~~regarding~~Pending the ~~Company's~~closing ~~operating~~of ~~segments~~the Strategic Fiber Transaction, management will continue to operate the Fiber Business in accordance with the Strategic Fiber Agreement.

73The historic Fiber segment was previously a separate reportable segment of the Company. The Company's Fiber reportable segment is treated as discontinued operations for all periods presented because the anticipated disposal represents a strategic shift that will have a material impact on the Company's operating results. The tables below set forth the assets and liabilities related to discontinued operations as of December 31, 2025 and December 31, 2024 and results of operations related to discontinued operations for the years ended December 31, 2025, 2024, and 2023. See note 15 to our condensed consolidated financial statements for a discussion of our reportable segment.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Tabular dollars in millions, except per share amounts)

4.Property and Equipment


	December 31, 2025		December 31, 2024
ASSETS
Current assets:
Receivables, net	$	324	$	349
Other current assets(a)	110		80
Total current assets	434		429
Property and equipment(b)	9,766		8,918
Other intangible assets, net(b)	1,706		1,744
Operating lease right-of-use assets and other assets, net(b)	326		306
Valuation allowance for assets held for sale(c)	(1,507)		—
Total assets	$	10,725	$	11,397
LIABILITIES
Current liabilities:
Accounts payable	$	156	$	144
Deferred revenues	355		336
Operating lease liabilities and other accrued liabilities	242		223
Current maturities of debt and other obligations	9		7
Total current liabilities	762		710
Debt and other long-term obligations	20		20
Operating lease liabilities	168		173
Deferred revenue and other long-term liabilities	1,364		1,341
Total liabilities	$	2,314	$	2,244

The major classes of property and equipment are summarized in the table below.


	Twelve Months Ended December 31,
		2025		2024		2023
Net revenues		$	2,173	$	2,110	$	2,247
Operating expenses(b)		1,250		2,211		1,976
Goodwill impairment charges		—		4,958		—
Income (loss) from discontinued operations before income taxes		923		(5,059)		271
Benefit (provision) for income taxes		(7)		(6)		(6)
Income (loss) from discontinued operations before gain (loss) from disposal, net of tax		$	916	$	(5,065)	$	265

	Estimated Useful Lives	As of December 31,
		2024		2023
Land(a)	—	$	2,537	$	2,442
Buildings	40 years	213		209
Communications infrastructure assets	1-20 years	26,519		25,479
Information technology assets and other	2-7 years	725		681
Construction in process	—	1,045		1,134
Total gross property and equipment		31,039		29,945
Less: accumulated depreciation		(15,544)		(14,279)
Total property and equipment, net		$	15,495	$	15,666

(a)As of December 31, 2025 and December 31, 2024, inclusive of $34 million and $20 million, respectively, in cash and cash equivalents and restricted cash and cash equivalents.

(ab)~~Includes~~Following ~~land~~the ~~owned~~classification ~~through~~of ~~fee~~the ~~interests~~Fiber Business as "held for sale", the Company ceased depreciation and ~~perpetual~~amortization ~~easements~~of long-lived assets included in discontinued operations.

~~For~~(c)In ~~each~~addition ofto the ~~years~~loss ~~ended~~recorded ~~December~~in ~~31,~~conjunction ~~2024~~with ~~and~~the ~~December~~valuation ~~31,~~allowance ~~2023,~~for ~~depreciation~~assets ~~expense~~held for sale, there was $~~1.3~~68 ~~billion,~~million ~~while~~included ~~depreciation~~in ~~expense~~"Gain (loss) from disposal of discontinued operations" on the Company's consolidated statement of operations and comprehensive income (loss) for the ~~year~~twelve months ended December 31, ~~2022~~2025, ~~was~~related ~~$1.2~~to selling costs that were incurred during the respective period ended December ~~billion~~31, 2025.

22% of the Company's 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. The Company has the option to purchase the leased and subleased towers from AT&T at the end of the respective lease or sublease terms for aggregate option payments of approximately $4.~~2 billion, which payments, if such option is exercised, would be due between 2032 and 2048.~~Revenues

~~32%~~The offollowing ~~the~~table ~~Company's~~is ~~towers~~a ~~are~~summary ~~leased or subleased or operated and managed under master leases, subleases, or other agreements with T-Mobile (including those which T-Mobile assumed in its merger with Sprint). Approximately half~~ of ~~such~~the ~~towers~~contracted ~~have~~amounts anowed ~~initial~~to ~~term of 32 years (through May 2037), and~~ the Company ~~has~~by ~~the~~tenants ~~option~~pursuant to ~~purchase~~tenant contracts in ~~2037~~effect ~~all~~as ~~(but not less than all)~~ of ~~such~~December 31, ~~leased and subleased towers from T-Mobile for approximately $2~~2025.3 ~~billion.~~As ~~The remainder~~ of ~~such~~December 31, ~~towers~~2025, ~~have~~the a weighted-average ~~initial~~remaining term of ~~approximately~~tenant 28contracts ~~years,~~was ~~weighted~~approximately ~~based~~six ~~on towers site rental gross margin~~years, ~~and~~exclusive ~~the~~of ~~Company~~renewals ~~has~~exercisable ~~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. In addition, another 1% of the Companytenant's ~~towers under master leases, subleases, or other agreements with T-Mobile are subject to a lease and sublease or other related arrangements with AT&T. The Company has 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 as of December 31, 2024, which payments, if such option is exercised, would be due prior to 2032 (less than $12 million would be due before 2029).

See note 13 for further discussion of finance leases recorded as "Property and equipment, net" on the Company's consolidated balance sheet.


	Years Ending December 31,
	2026		2027		2028		2029		2030		Thereafter		Total
Contracted amounts(a)(b)	$	3,777	$	3,810	$	3,668	$	2,961	$	2,778	$	6,661	$	23,655

7472

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Tabular dollars in millions, except per share amounts)

~~5.Goodwill~~(a)Excludes ~~and~~amounts ~~Intangible~~related ~~Assets~~to services, as those contracts generally have a duration of one year or less.

(b)Excludes approximately $3.5 billion due from DISH Wireless L.L.C ("DISH") following the notice of default and termination of the DISH Master Lease Agreement and underlying agreements delivered on January 12, 2026. See note 18 for further information.

See notes 2 and 14 for further discussion regarding the Company's lessor arrangements and note 15 for further information regarding the Company's single operating segment.

5.Property and Equipment

The major classes of property and equipment are summarized in the table below.


	Estimated Useful Lives	As of December 31,
		2025		2024
Land(a)	—	$	2,633	$	2,534
Buildings	40 years	182		182
Tower assets	1-20 years	13,654		13,538
Information technology assets and other	2-7 years	511		622
Construction in process	—	134		118
Total gross property and equipment		17,114		16,994
Less: accumulated depreciation		(10,841)		(10,417)
Total property and equipment, net		$	6,273	$	6,577

(a)Includes land owned through fee interests and perpetual easements.

For the years ended December 31, 2025, 2024, and 2023 depreciation expense was $488 million, $515 million, and $519 million, respectively.

22% of the Company's towers are leased or subleased or operated and managed under a master lease or other related agreements with AT&T. The Company has the option to purchase the leased and subleased towers from AT&T at the end of the respective lease or sublease terms for aggregate option payments of approximately $4.2 billion, which payments, if such option is exercised, would be due between 2032 and 2048.

32% of the Company's towers are leased or subleased or operated and managed under master leases, subleases, or other agreements with T-Mobile (including those which T-Mobile assumed in its merger with Sprint). In 2037, the Company has 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. The Company has the option to purchase the remainder of such towers from T-Mobile at the end of the respective terms for aggregate option payments of approximately $2.0 billion, which payments, if such option is exercised, would be due between 2035 and 2049. In addition, another 1% of the Company's towers under master leases, subleases, or other agreements with T-Mobile are subject to a lease and sublease or other related arrangements with AT&T. The Company has 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).

See note 14 for further discussion of finance leases recorded as "Property and equipment, net" on the Company's consolidated balance sheet.

6.Goodwill and Intangible Assets

Goodwill

~~For~~The ~~the~~carrying ~~year~~value ~~ended December 31, 2024, the Company recorded an impairment charge~~ of ~~approximately~~goodwill was $5.01 billion ~~related~~as toof ~~the~~December ~~goodwill~~31, ~~associated~~2025 ~~with~~and ~~its~~2024. ~~Fiber~~There ~~segment,~~were ~~which~~no ~~represents~~additions aduring ~~reporting~~the ~~unit~~years ~~for~~ended ~~purposes~~December ~~of evaluating goodwill~~31, ~~which~~2025 ~~resulted~~and ~~in no goodwill remaining for the Fiber reporting unit~~2024.

Management performed its annual goodwill impairment test in the fourth quarter of 2024. The means of estimating the fair value of the Company’s reporting units is using discounted cash flow ("DCF") models developed by management. Key assumptions and estimates used in the DCF models included projected future revenues, operating cash flows, capital expenditures (net of certain payments received from customers), an exit multiple and a discount rate. With respect to the Towers reporting unit, there was no indication of impairment following the quantitative assessment, as the estimated fair value was well in excess of the corresponding carrying amount.

The quantitative impairment test indicated that the carrying amount of the Company's Fiber reporting unit exceeded its estimated fair value. The impairment was due to a number of factors, one of which was a reduction in management’s assumptions for long-term revenue growth as actual demand, particularly related to small cells, has continued to be lower than previous expectations. In the face of this reduced demand, and consistent with the recently concluded operating review of the Fiber business, management implemented operational and strategic changes targeted at reducing future capital investment in the Fiber business by focusing primarily on colocation opportunities which require less capital expenditures than new-build opportunities. Although this more targeted strategy is focused on higher-return projects, the lower capital investment is expected to result in lower overall revenues and operating cash flows in the Fiber business. Following implementation of these changes, and consistent with the ongoing developments surrounding the Company's strategic review of its Fiber business, during the fourth quarter of 2024, management incorporated the anticipated impact of these changes in expectations into its long-term forecasts, which decreased the estimated fair value of the Fiber reporting unit. Additionally, management’s expectations regarding the terminal value of the projections decreased due to several factors, including lower operating cash flows forecasted by management in the terminal year as well as lower exit multiples derived from industry research firms' outlook reports, which management uses in its DCF models. Finally, changes in the macroeconomic environment, including elevated interest rates, resulted in an increase in the discount rate used in the valuation model, which had a negative impact on estimated fair value.

The impairment charges for the Fiber reporting unit are recorded in "Goodwill impairment charges" on the Company's consolidated statement of operations and comprehensive income (loss).

The change in the carrying value of goodwill for the years ended December 31, 2024 and 2023 is as follows:

	Towers		Fiber		Total
Balance as of December 31, 2023	$	5,127	$	4,958	$	10,085
Impairment	—		(4,958)		(4,958)
Balance as of December 31, 2024	$	5,127	$	—	$	5,127

Intangible Assets

The following is a summary of the Company's intangible assets.

	As of December 31, 2024						As of December 31, 2023
	Gross Carrying Value		Accumulated Amortization		Net Book Value		Gross Carrying Value		Accumulated Amortization		Net Book Value
Site rental contracts and tenant relationships	$	7,879	$	(5,152)	$	2,727	$	7,880	$	(4,758)	$	3,122
Other intangible assets	113		(59)		54		113		(56)		57
Total	$	7,992	$	(5,211)	$	2,781	$	7,993	$	(4,814)	$	3,179

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Tabular dollars in millions, except per share amounts)

Amortization expense related to intangible assets is classified as "Depreciation, amortization and accretion" on the Company's consolidated statement of operations and comprehensive income (loss) and was $397 million, $447 million, and $446 million for the years ended December 31, 2024, 2023 and 2022, respectively.


	As of December 31, 2025						As of December 31, 2024
	Gross Carrying Value		Accumulated Amortization		Net Book Value		Gross Carrying Value		Accumulated Amortization		Net Book Value
Site rental contracts and tenant relationships	$	4,590	$	(3,756)	$	834	$	4,589	$	(3,580)	$	1,009
Other intangible assets	56		(29)		27		56		(28)		28
Total	$	4,646	$	(3,785)	$	861	$	4,645	$	(3,608)	$	1,037

~~The~~Amortization ~~estimated annual amortization~~ expense related to intangible assets is classified as "Depreciation, amortization and accretion" on the Company's consolidated statement of operations and comprehensive income (loss) and was $177 million, $198 million, and $247 million for the years ~~ending~~ended December 31, 2025, to2024 ~~2029~~and is2023, ~~as follows:~~respectively.

	Years Ending December 31,
	2025		2026		2027		2028		2029
Estimated annual amortization	$	375	$	371	$	288	$	284	$	284

The estimated annual amortization expense related to intangible assets for the years ending December 31, 2026 to 2030 is as follows:

6.Other Liabilities


	Years Ending December 31,
	2026		2027		2028		2029		2030
Estimated annual amortization	$	172	$	89	$	85	$	84	$	84

7.Other Liabilities

Other long-term liabilities

The following is a summary of the components of "Other long-term liabilities" as presented on the Company's consolidated balance sheet. See also note 2.

	As of December 31,
	2024		2023
	2025		2024
Deferred rental revenues	$	~~1,356~~245	$	~~1,310~~289
Deferred credits, net	174		216
Asset retirement obligation	322		301
Asset retirement obligation	395		355
Deferred income tax liabilities	31		31
Deferred income tax liabilities	31		26
Other long-term liabilities	9		24
Other long-term liabilities	29		7
Total	$	607	$	645
Total	$	1,985	$	1,914

Pursuant to its ground lease, ~~leased facility, and certain pole attachment~~ agreements, the Company has the obligation to perform certain asset retirement activities, including requirements upon contract termination to remove ~~communications~~its ~~infrastructure~~tower or remediate the space on which its ~~communications~~tower ~~infrastructure~~ is located. The changes in the carrying amount of the Company's asset retirement obligations were as follows:

	Years Ending December 31,
	2024		2023
	2025		2024
Balance, January 1	$	~~355~~301	$	~~327~~278
Additions	14—		61
Accretion expense	2725		2423
Settlements	(14)		(21)
Balance, December 31	$	~~395~~322	$	~~355~~301

AsOther ofaccrued ~~December 31, 2024, the estimated undiscounted future cash outlay for asset retirement obligations was approximately $1.2 billion. See note 2.~~liabilities

~~For~~Other ~~the~~accrued ~~years~~liabilities ~~ended~~included ~~December 31,~~accrued ~~2024,~~payroll ~~2023~~ and ~~2022,~~other ~~the~~accrued ~~Company~~compensation ~~recognized~~of $4272 million, ~~$45 million~~ and $49 58 million, ~~respectively,~~as ~~in "Site rental revenues" related to the amortization~~ of ~~below-market tenant leases. The estimated annual amounts related to below-market tenant leases expected to be amortized into site rental revenues for the years ending~~ December 31, 2025 toand ~~2029~~2024, ~~are as follows:~~respectively.

	Years Ending December 31,
	2025		2026		2027		2028		2029
Below-market tenant leases	$	34	$	25	$	20	$	18	$	16

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Tabular dollars in millions, except per share amounts)

~~Other~~8.Debt ~~accrued~~and ~~liabilities~~Other Obligations

~~Other~~The ~~accrued~~table ~~liabilities~~below ~~included~~sets ~~accrued~~forth ~~payroll~~the ~~and~~Company's ~~other~~debt ~~accrued compensation of $148 million~~ and ~~$140 million~~other obligations as of December 31, ~~2024 and 2023, respectively~~2025.

7.Debt and Other Obligations


	Original Issue Date		Contractual Maturity Date		Outstanding Balance as of December 31,						Stated Interest Rate as of December 31,
					2025			2024			2025		(a)
Secured Notes, Series 2009-1, Class A-2	July 2009		Aug. 2029		26			32			9.0	%
Tower Revenue Notes, Series 2015-2	May 2015		May 2045		—		(b)	700			3.7	%
Tower Revenue Notes, Series 2018-2	July 2018		July 2048	(c)	748			747			4.2	%
Installment purchase liabilities and finance leases	Various	(d)	Various	(d)	258		(e)	272		(e)	Various		(d)
Total secured debt					1,032			1,751
2016 Revolver	Jan. 2016		July 2027		945		(f)	—			5.4	%	(g)
2016 Term Loan A	Jan. 2016		July 2027		1,056			1,117			5.0	%	(g)
Commercial Paper Notes	Various	(h)	Various	(h)	1,931			1,341			4.2	%
1.350% Senior Notes	June 2020		July 2025		—		(i)	499			1.4	%
4.450% Senior Notes	Feb. 2016		Feb. 2026		900			899			4.5	%
3.700% Senior Notes	May 2016		June 2026		750			749			3.7	%
1.050% Senior Notes	Feb. 2021		July 2026		999			997			1.1	%
4.000% Senior Notes	Feb. 2017		Mar. 2027		499			498			4.0	%
2.900% Senior Notes	Mar. 2022		Mar. 2027		748			746			2.9	%
3.650% Senior Notes	Aug. 2017		Sept. 2027		998			997			3.7	%
5.000% Senior Notes	Jan. 2023		Jan. 2028		996			993			5.0	%
3.800% Senior Notes	Jan. 2018		Feb. 2028		997			996			3.8	%
4.800% Senior Notes	Apr. 2023		Sept. 2028		596			595			4.8	%
4.300% Senior Notes	Feb. 2019		Feb. 2029		597			596			4.3	%
5.600% Senior Notes	Dec. 2023		June 2029		744			742			5.6	%
4.900% Senior Notes	Aug. 2024		Sept. 2029		545			544			4.9	%
3.100% Senior Notes	Aug. 2019		Nov. 2029		547			547			3.1	%
3.300% Senior Notes	Apr. 2020		July 2030		743			742			3.3	%
2.250% Senior Notes	June 2020		Jan. 2031		1,094			1,093			2.3	%
2.100% Senior Notes	Feb. 2021		Apr. 2031		993			991			2.1	%
2.500% Senior Notes	June 2021		July 2031		745			744			2.5	%
5.100% Senior Notes	Apr. 2023		May 2033		744			743			5.1	%
5.800% Senior Notes	Dec. 2023		Mar. 2034		743			742			5.8	%
5.200% Senior Notes	Aug. 2024		Sept. 2034		690			689			5.2	%
2.900% Senior Notes	Feb. 2021		Apr. 2041		1,236			1,235			2.9	%
4.750% Senior Notes	May 2017		May 2047		345			345			4.8	%
5.200% Senior Notes	Feb. 2019		Feb. 2049		396			396			5.2	%
4.000% Senior Notes	Aug. 2019		Nov. 2049		346			346			4.0	%
4.150% Senior Notes	Apr. 2020		July 2050		491			490			4.2	%
3.250% Senior Notes	June 2020		Jan. 2051		891			891			3.3	%
Total unsecured debt					23,305			22,303
Total debt and other obligations					24,337			24,054
Less: current maturities of debt and other obligations					2,783			603
Non-current portion of debt and other long-term obligations					$	21,554		$	23,451

The table below sets forth the Company's debt and other obligations as of December 31, 2024.

	Original Issue Date		Contractual Maturity Date		Outstanding Balance as of December 31,						Stated Interest Rate as ofDecember 31,
					2024			2023			2024		(a)
Secured Notes, Series 2009-1, Class A-2	July 2009		Aug. 2029		32			40			9.0	%
Tower Revenue Notes, Series 2015-2	May 2015		May 2045	(b)	700			698			3.7	%
Tower Revenue Notes, Series 2018-2	July 2018		July 2048	(b)	747			746			4.2	%
Installment purchase liabilities and finance leases	Various	(c)	Various	(c)	299		(d)	270		(d)	Various		(c)
Total secured debt					1,778			1,754
2016 Revolver	Jan. 2016		July 2027		—		(e)	670			N/A		(f)
2016 Term Loan A	Jan. 2016		July 2027		1,117			1,162			5.6	%	(f)
Commercial Paper Notes	Various	(g)	Various	(g)	1,341			—			5.0	%
3.200% Senior Notes	Aug. 2017		Sept. 2024		—		(h)	749			N/A
1.350% Senior Notes	June 2020		July 2025		499			498			1.4	%
4.450% Senior Notes	Feb. 2016		Feb. 2026		899			898			4.5	%
3.700% Senior Notes	May 2016		June 2026		749			748			3.7	%
1.050% Senior Notes	Feb. 2021		July 2026		997			994			1.1	%
4.000% Senior Notes	Feb. 2017		Mar. 2027		498			498			4.0	%
2.900% Senior Notes	Mar. 2022		Mar. 2027		746			744			2.9	%
3.650% Senior Notes	Aug. 2017		Sept. 2027		997			997			3.7	%
5.000% Senior Notes	Jan. 2023		Jan. 2028		993			991			5.0	%
3.800% Senior Notes	Jan. 2018		Feb. 2028		996			995			3.8	%
4.800% Senior Notes	Apr. 2023		Sept. 2028		595			594			4.8	%
4.300% Senior Notes	Feb. 2019		Feb. 2029		596			595			4.3	%
5.600% Senior Notes	Dec. 2023		June 2029		742			740			5.6	%
4.900% Senior Notes	Aug. 2024	(i)	Sept. 2029	(i)	544			—			4.9	%
3.100% Senior Notes	Aug. 2019		Nov. 2029		547			546			3.1	%
3.300% Senior Notes	Apr. 2020		July 2030		742			741			3.3	%
2.250% Senior Notes	June 2020		Jan. 2031		1,093			1,091			2.3	%
2.100% Senior Notes	Feb. 2021		Apr. 2031		991			990			2.1	%
2.500% Senior Notes	June 2021		July 2031		744			743			2.5	%
5.100% Senior Notes	Apr. 2023		May 2033		743			743			5.1	%
5.800% Senior Notes	Dec. 2023		Mar. 2034		742			740			5.8	%
5.200% Senior Notes	Aug. 2024	(i)	Sept. 2034	(i)	689			—			5.2	%
2.900% Senior Notes	Feb. 2021		Apr. 2041		1,235			1,234			2.9	%
4.750% Senior Notes	May 2017		May 2047		345			344			4.8	%
5.200% Senior Notes	Feb. 2019		Feb. 2049		396			396			5.2	%
4.000% Senior Notes	Aug. 2019		Nov. 2049		346			346			4.0	%
4.150% Senior Notes	Apr. 2020		July 2050		490			490			4.2	%
3.250% Senior Notes	June 2020		Jan. 2051		891			890			3.3	%
Total unsecured debt					22,303			21,167
Total debt and other obligations					24,081			22,921
Less: current maturities of debt and other obligations					610			835
Non-current portion of debt and other long-term obligations					$	23,471		$	22,086

(a)Represents the weighted-average stated interest rate, as applicable.

(b)IfIn ~~the~~May ~~Tower Revenue Notes~~2025, ~~Series~~the ~~2015-2~~Company ~~and Series 2018-2 (collectively, "Tower Revenue Notes") are not~~ paid in full ~~on or prior to an applicable anticipated repayment date, then Excess Cash Flow (as defined in~~ the ~~indenture~~previously ~~governing~~outstanding ~~the terms of such notes) of the issuers of such notes will be used to repay principal of the applicable series and class of the~~ Tower Revenue Notes, ~~and additional interest (of an additional approximately 5% per annum) will accrue on the respective Tower Revenue Notes. As of December 31, 2024, the Tower Revenue Notes,~~ Series 2015-2 ~~and~~on ~~2018-2~~the ~~have principal amounts of $700 million and $750 million, with~~ anticipated repayment ~~dates in 2025 and 2028, respectively~~date.

(c)~~The~~If ~~Company's~~the ~~installment~~Tower ~~purchases~~Revenue ~~primarily~~Notes, ~~relate~~Series to2018-2 ~~land~~are ~~and~~not ~~bear~~paid ~~interest~~in ~~rates~~full upon or prior to 8%an ~~and~~applicable ~~mature~~anticipated repayment date, then Excess Cash Flow (as defined in ~~periods~~the ~~ranging~~indenture ~~from~~governing ~~less~~the ~~than~~terms ~~one~~of ~~year~~such notes) of the issuers of such notes will be used to repay principal of the Tower Revenue Notes, Series 2018-2, and additional interest (of an additional approximately 205% per ~~years~~annum) will accrue. As of December 31, 2025, the Tower Revenue Notes, Series 2018-2 have principal amounts of $750 million, with an anticipated repayment date in 2028.

77(d)The Company's installment purchases primarily relate to land and bear interest rates up to 8% and mature in periods ranging from less than one year to approximately 20 years.

(e)For the years ended December 31, 2025 and December 31, 2024, reflects $5 million and $8 million, respectively, in finance lease obligations (primarily related to vehicles).

(f)As of December 31, 2025, the undrawn availability under the senior unsecured revolving credit facility ("2016 Revolver") was $6.0 billion.

(g)Both the 2016 Revolver and senior unsecured term loan A facility ("2016 Term Loan A" and, collectively, "2016 Credit Facility") bear interest, at the Company's option, at either (1) Term SOFR plus (i) a credit spread adjustment of 0.10% per annum and (ii) a credit spread ranging from 0.875% to 1.750% per annum or (2) an alternate base rate plus a credit spread ranging from 0.000% to 0.750% per annum, in each case, with the applicable credit

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(Tabular dollars in millions, except per share amounts)

~~(d)For~~spread based on the ~~years~~Company's ~~ended~~senior ~~December~~unsecured ~~31,~~debt ~~2024~~rating. ~~and~~The ~~December~~Company ~~31,~~pays ~~2023,~~a ~~reflects~~commitment ~~$35 million~~fee ~~and~~ranging ~~$18 million~~from 0.080% to 0.300%, ~~respectively~~based on the Company's senior unsecured debt rating, inper ~~finance~~annum ~~lease~~on ~~obligations~~the ~~(primarily~~undrawn ~~related~~available amount under the 2016 Revolver. See further discussion below regarding potential adjustments to ~~vehicles)~~such percentages.

(eh)AsThe maturities of ~~December 31~~the Commercial Paper Notes, ~~2024~~as defined below, when outstanding, may vary but may not exceed 397 days from the ~~undrawn~~date ~~availability~~of ~~under~~issue. There were no Commercial Paper Notes issued or outstanding during the ~~senior~~period ~~unsecured~~that ~~revolving~~had ~~credit~~original ~~facility~~maturities ~~("2016~~greater ~~Revolver")~~than ~~was~~three $7months.~~0 billion.~~

(fi)~~Both~~In ~~the~~July ~~2016 Revolver and senior unsecured term loan A facility ("2016 Term Loan A" and~~2025, ~~collectively, "2016 Credit Facility") bear interest, at~~ the Company's ~~option,~~repaid at either (1) Term SOFR plus (i) a credit spread adjustment of 0.10% per annum and (ii) a credit spread ranging from 0.875% to 1.750% per annum or (2) an alternate base rate plus a credit spread ranging from 0.000% to 0.750% per annum, in ~~each~~full ~~case, with~~ the ~~applicable credit spread based on the Company's senior unsecured debt rating~~1. ~~The Company pays a commitment fee ranging from 0.080~~350% toSenior ~~0.300%,~~Notes ~~based~~ on the ~~Company's~~contractual ~~senior~~maturity ~~unsecured debt rating, per annum on the undrawn available amount under the 2016 Revolver~~date. ~~See further discussion below regarding potential adjustments to such percentages.~~

(g)The maturities of the Commercial Paper Notes, as defined below, when outstanding, may vary but may not exceed 397 days from the date of issue. There were no Commercial Paper Notes issued or outstanding during the period that had original maturities greater than three months.

(h)In September 2024, the Company repaid in full the 3.200% senior unsecured notes on the contractual maturity date.

(i)See "Bonds—Senior Notes" below for further discussion of senior unsecured notes issued during 2024.

Filing Compare · CROWN CASTLE INC.