UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 425, 2026

Crown Castle Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-16441

76-0470458

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

8020 Katy Freeway, Houston, Texas 77024-1908

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (713) 570-3000


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

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


☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	CCI	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

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

ITEM 25.02 —DEPARTURE ~~RESULTS~~OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF ~~OPERATIONS~~DIRECTORS; ~~AND~~APPOINTMENT ~~FINANCIAL~~OF ~~CONDITION~~CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(e) 2026 EMT Annual Incentive Plan. On February 425, 2026, the Board of Directors ("Board") of Crown Castle Inc. ("Company"), ~~issued~~following aapproval ~~press~~by ~~release~~the ~~disclosing~~Compensation ~~its~~and ~~financial~~Human ~~results~~Capital Committee of the Board, approved the Crown Castle Inc. 2026 EMT Annual Incentive Plan ("2026 Incentive Plan") for the ~~fourth~~Company's ~~quarter~~executive management team ("EMT"), including Christian H. Hillabrant (the Company's President and ~~full~~Chief ~~year~~Executive ~~ended~~Officer) ~~December~~and 31the Company's other executive officers. The 2026 Incentive Plan is intended to provide incentives to members of the Company's EMT in the form of cash payments for achieving certain performance goals established under the 2026 Incentive Plan. Under the 2026 Incentive Plan, ~~2025~~each eligible participant has an assigned target incentive level, expressed as a percentage of base salary. ADepending ~~copy~~on the achievement of specified levels of corporate financial performance goals, each eligible participant may earn a portion or multiple of the ~~press~~target ~~release~~incentive. The Board's approval of the 2026 Incentive Plan does not create a guarantee of an incentive award to any eligible participant, and the Compensation and Human Capital Committee retains discretion to discontinue or amend the 2026 Incentive Plan at any time. The foregoing is ~~furnished~~not a complete summary of the terms of the 2026 Incentive Plan and is qualified in its entirety by reference to the full text of the 2026 Incentive Plan, a copy of which is filed herewith as Exhibit 9910.1 and is incorporated herein by reference.

ITEM 27.05 01—REGULATION ~~COSTS~~FD ~~ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES~~DISCLOSURE

On February 425, 2026, the Company ~~initiated~~issued a ~~restructuring~~press ~~plan~~release ~~("Plan")~~announcing asthat ~~part~~the Board has declared a quarterly dividend of ~~the~~$1.0625 per share of Company's ~~efforts~~common tostock, ~~enhance~~par ~~the~~value ~~efficiency~~$0.01 ~~and~~per ~~effectiveness~~share, payable on March 31, 2026, to stockholders of ~~its~~record ~~towers~~at the close of business on March 13, 2026. The Company's press release is furnished herewith as Exhibit 99.1.

~~The~~ITEM ~~Plan~~9.01—FINANCIAL ~~primarily~~STATEMENTS ~~includes~~AND ~~reducing the Company's tower and corporate employee headcount recorded in continuing operations (as reported in the Company's consolidated statement of operations) by approximately 20%.~~ EXHIBITS

In connection with the Plan, the Company estimates it will incur aggregate restructuring charges of approximately $30 million, most of which the Company expects to incur in the first and second quarters of 2026. With respect to the employee headcount reductions, the Company estimates it will incur restructuring charges of approximately $20 million in the first quarter of 2026, substantially all of which would be cash expenditures, consisting primarily of employee severance and other one-time termination benefits. In addition, the Company estimates it will incur up to $10 million in other cash charges related to its headcount realignment actions, such as consolidating office space and downsizing certain information technology license-based contracts.

The actions associated with the Plan are expected to be substantially completed by the second quarter of 2026 and payments are expected to be completed by the end of the first quarter of 2027.

Charges related to the Plan will be reported in "Restructuring charges" in the Company's consolidated statement of operations. Because of its status as a REIT, the Company does not expect to record any tax benefit associated with the charges recorded in connection with the Plan.

The implementation of the Plan and the timing and estimated charges noted above are subject to certain assumptions and risks, including those described below. The Company may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur, including in connection with the implementation of the Plan. Should underlying assumptions prove incorrect or risks materialize, actual amounts and timing may differ materially from those expected.

Cautionary Language Regarding Forward-Looking Statements

This Current Report on Form 8-K ("Form 8-K") contains forward-looking statements for purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. Statements that are not historical facts are hereby identified as forward-looking statements. In addition, words such as "estimate," "anticipate," "project," "plan," "intend," "believe," "expect," "will," "likely," "predicted," "positioned," "continue," "target," "seek," "focus" and any variations of these words and similar expressions are intended to identify forward-looking statements about the Plan, including plans, projections, expectations and estimates regarding headcount reduction and associated realignment, including the timing of the foregoing actions, and associated charges related to the Plan and the timing associated therewith. Such forward-looking statements should, therefore, be considered in light of various risks, uncertainties and assumptions, including legal requirements in various jurisdictions, the risk that the Company may not be able to implement the Plan as currently anticipated or within the timing currently anticipated, the impact of the employee restructuring and office space consolidation on the Company's business and on the Company's ability to attract, recruit and retain qualified and experienced employees, the risk that the Company's cost saving measures may not be successful, the risk of unanticipated difficulties in terminating certain contracts and arrangements, the risk of unanticipated charges not currently contemplated that may occur as a result of the Plan, prevailing market conditions, risk factors described in "Item 1A. Risk Factors" of the Company’s most recent Annual Report on Form 10-K and other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those expected. Unless legally required, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

ITEM 7.01 — REGULATION FD DISCLOSURE

The press release referenced in Item 2.02 above refers to certain supplemental information that was posted as a supplemental information package on the Company's website on February 4, 2026. The supplemental information package is furnished herewith as Exhibit 99.2.

ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Index

Exhibit No.						Description
99.1						Press Release dated February 4, 2026
10.1						Crown Castle Inc. 2026 EMT Annual Incentive Plan
99.2						Supplemental Information Package for period ended December 31, 2025
99.1						Press Release dated February 25, 2026
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

The information in ~~Items~~Item ~~2.02 and~~ 7.01 of this Current Report on Form 8-K ("Form 8-K") and ~~Exhibits~~Exhibit 99.1 ~~and 99.2~~ attached hereto are furnished as part of this Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information or exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

SIGNATURES

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

CROWN CASTLE INC.

By:

/s/ Edward B. Adams, Jr.

Name:

Edward B. Adams, Jr.

Title:

Executive Vice President
and General Counsel

Date: February 425, 2026

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