SBA通信-A美股招股说明书(2026-07-16版)

SBA Communications Corporation $1,350,000,000 4.875% Senior Notes due 2030$1,350,000,000 5.150% Senior Notes due 2031$800,000,000 5.450% Senior Notes due 2033 We are offering $1,350,000,000 aggregate principal amount of 4.875% Senior Notes due 2030 (the “2030 notes”), $1,350,000,000 aggregate principal amount of 5.150% Senior Notesdue 2031 (the “2031 notes”), and $800,000,000 aggregate principal amount of 5.450% Senior Notes due 2033 (the “2033 notes” and, together with the 2030 notes and the 2031 notes, the“notes”). The 2030 notes will bear interest at a rate of 4.875% per year, the 2031 notes will bear interest at a rate of 5.150% per year, and the 2033 notes will bear interest at a rate of 5.450%per year, each payable on January15 and July15 of each year, beginning on January15, 2027. The 2030 notes will mature on January15, 2030, the 2031 notes will mature on July15, 2031and the 2033 notes will mature on July15, 2033. We intend to use the net proceeds from this offering to repay in full our 2024 Term Loan maturing in 2031 and repay in full outstanding borrowings under our Revolving CreditFacility (each as defined in “Capitalization”). See “Use of Proceeds.” Concurrently with the closing of this offering, in connection with the repayment of our 2024 Term Loan and amountsoutstanding under our Revolving Credit Facility, we expect to terminate the existing Senior Credit Agreement and enter into a new credit agreement providing for a senior unsecured revolvingcredit facility under which up to $2.5 billion aggregate principal amount may be borrowed, repaid and redrawn from time to time (the “New Senior Credit Agreement”). At our option, we may redeem some or all of the notes of a series at any time or from time to time prior to their maturity at the specified redemption price for such series describedunder “Description of Notes—Optional Redemption.” If we experience specific kinds of changes in control, we must offer to repurchase the notes. See “Description of Notes—Repurchase ofNotes upon a Change of Control Triggering Event.” The notes will be senior unsecured obligations of SBA Communications Corporation (“SBA”) and will rank equally with all of SBA’s existing and future senior indebtedness,including SBA’s obligations under its existing senior notes, and senior to all of SBA’s future subordinated indebtedness. The notes will effectively rank junior to all of our securedindebtedness to the extent of the value of the assets securing such indebtedness. The notes will be structurally subordinated to all existing and future liabilities and obligations of oursubsidiaries. Our subsidiaries will not be guarantors of the notes. For a more detailed description of the notes, see “Description of Notes,” beginning on page S-18 of this prospectus supplement. We do not intend to apply for listing of the notes on any securities exchange or for inclusion of the notes in any automated quotation system. Investing in the notes involves risks. See “Risk Factors” beginning on pageS-8 of this prospectus supplement, page1 of the accompanyingprospectus and page 8 of our Annual Report on Form10-K for the fiscal year ended December31, 2025, as updated by reports and documents wefile with the Securities and Exchange Commission that are incorporated by reference herein. (1)Plus accrued interest, if any, from July23, 2026. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy oraccuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company for the accounts of its direct and indirect participants,including Clearstream Banking S.A. and Euroclear Bank SA/NV, as operator of the Euroclear System, against payment on or about July23, 2026. Morgan Stanley Wells Fargo Securities BofA SecuritiesMizuho J.P. MorganTD Securities Table of Contents TABLE OF CONTENTS Prospectus Supplement About this Prospectus SupplementSpecial Note Regarding Forward-Looking StatementsProspectus Supplement SummaryThe OfferingRisk FactorsUse of ProceedsCapitalizationDescription of Other IndebtednessDescription of NotesMaterial United States Federal Income Tax ConsiderationsCertain ERISA ConsiderationsUnderwritingValidity of the NotesExpertsWhere You Can Find More Information; Incorporation By Reference Prospectus About this ProspectusThe CompanyRisk FactorsSpecial Note Regarding Forward-Looking StatementsSelling ShareholdersUse of ProceedsThe SecuritiesDescription of Capital StockDescription of Debt SecuritiesDescription of Depositary SharesDescription of Warrants Plan of Distribution Legal Matters Experts Where You Can Find More Information; Incorporation By Reference You should rely only on the information contained in or incorporated by reference in