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 17, 2023

SBA Communications Corporation

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (561) 995-7670

(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:

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

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

☐      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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) and (c)

On February 17, 2023, Mr. Jeffrey Stoops, President and Chief Executive Officer of SBA Communications Corporation (the “Company”), provided notice of his intent to retire from his position as President and Chief Executive Officer on December 31, 2023. Mr. Stoops shall remain on the Company’s Board of Directors (the “Board”) and, upon his retirement, shall assume the position of non-executive Chairman of the Board.

On February 17, 2023, the Board approved the CEO succession plan, pursuant to which Mr. Brendan Cavanagh, currently the Company’s Executive Vice President and Chief Financial Officer, will succeed Mr. Stoops as President and Chief Executive Officer, effective January 1, 2024. The Board expects to appoint Mr. Cavanagh to the Board concurrently with his assuming the position of President and Chief Executive Officer on January 1, 2024. The Company intends to appoint its next Chief Financial Officer later this year.

Mr. Cavanagh, 51, joined the Company in February 1998 after spending several years as a CPA in the assurance practice of Arthur Andersen. During his 25-year career at SBA, he has served in a number of positions of increasing responsibility, including in Mergers & Acquisitions, as Vice President - Site Administration and as Chief Accounting Officer, prior to becoming the Company’s Chief Financial Officer in 2008.

There is no arrangement or understanding between Mr. Cavanagh and any other person pursuant to which Mr. Cavanagh has been appointed as President and Chief Executive Officer. There are no family relationships between Mr. Cavanagh and any of the Company’s directors and executive officers, and Mr. Cavanagh is not a party to any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the press release announcing the retirement of Mr. Stoops and the appointment of Mr. Cavanagh is furnished with this report as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

As described in Item 5.02 of this Current Report on Form 8-K, the following exhibits are furnished as part of this Current Report.

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.

Date: February 21, 2023