Ciarfella Mark R 4
4 · SBA COMMUNICATIONS CORP · Filed Mar 9, 2026
Research Summary
AI-generated summary of this filing
SBA Communications EVP Mark R. Ciarfella Exercises Awards; Shares Withheld
What Happened
Mark R. Ciarfella, EVP — Operations at SBA Communications (SBAC), had multiple restricted and performance stock units convert/vest in early March 2026. On March 5–6, 2026 he: (a) was issued/converted a set of RSUs/PSUs (noted entries include 715, 4,288, 1,532 and 1,848-share conversions), and (b) had a total of ~3,170.678 shares withheld to satisfy tax withholding obligations (codes F). The withholding was calculated at $195.69 per share, totaling about $620,470. Separate grants of performance/restricted units were reported on March 5, 2026 (6,717 and 6,716 units).
Key Details
- Transaction dates: Grants reported 2026-03-05; conversions/vests and withholdings occurred 2026-03-06.
- Prices/values: Tax-withheld shares valued at $195.69 each; total tax-withheld value ≈ $620,470. Individual withholding line items: $51,770; $325,579; $110,925; $132,196.
- Shares involved (selected): Converted/issued totals shown in filings include 715; 4,288; 1,532; 1,848 (separate grant lines: 6,717 and 6,716). About 3,170.678 shares were withheld (F = tax withholding). One prior PSU award of 2,144 vested at 200% (became 4,288 shares) per filing footnote.
- Notable footnotes: Withholdings are to cover tax liabilities (F1). Several awards are performance-based PSUs that can pay out 0–200% based on three-year performance metrics and have staged vesting schedules (see F2, F6, F10–F14). Restricted stock units represent contingent rights to one share each.
- Shares owned after transaction: not specified in the summary details of this filing.
- Timeliness: Filing date 2026-03-09 for transactions dated 2026-03-05 to 2026-03-06 (filing timeliness not indicated in the filing excerpts provided).
Context
- These filings show conversions/vests of restricted and performance awards and shares withheld to satisfy tax obligations — a routine, non-open-market outcome common when RSUs/PSUs vest.
- The withholding (F code) functions like a cashless exercise/sale to cover taxes; it does not necessarily indicate a decision to sell for investment reasons.
- Performance units include multi-year performance conditions (some awards may pay out at up to 200% of target), so future vesting and final share counts depend on performance results.
Insider Transaction Report
Form 4
Ciarfella Mark R
EVP - OPERATIONS
Transactions
- Exercise/Conversion
Class A Common Stock
2026-03-06+715→ 38,323.665 total - Tax Payment
Class A Common Stock
[F1]2026-03-06$195.69/sh−264.55$51,770→ 38,059.115 total - Exercise/Conversion
Class A Common Stock
[F2]2026-03-06+4,288→ 42,347.115 total - Tax Payment
Class A Common Stock
[F1]2026-03-06$195.69/sh−1,663.75$325,579→ 40,683.365 total - Exercise/Conversion
Class A Common Stock
2026-03-06+1,532→ 42,215.365 total - Tax Payment
Class A Common Stock
[F1]2026-03-06$195.69/sh−566.84$110,925→ 41,648.525 total - Exercise/Conversion
Class A Common Stock
2026-03-06+1,848→ 43,496.525 total - Tax Payment
Class A Common Stock
[F1]2026-03-06$195.69/sh−675.538$132,196→ 42,820.987 total - Exercise/Conversion
Restricted Stock Units
[F3][F4]2026-03-06−715→ 0 total→ Class A Common Stock (715 underlying) - Exercise/Conversion
Performance Restricted Stock Units
[F5][F6]2026-03-06−2,144→ 0 total→ Class A Common Stock (2,144 underlying) - Disposition to Issuer
Performance Restricted Stock Units
[F5][F7][F8]2026-03-06−2,144→ 0 total→ Class A Common Stock (2,144 underlying) - Exercise/Conversion
Restricted Stock units
[F3][F9]2026-03-06−1,532→ 1,531 total→ Class A Common Stock (1,532 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F11]2026-03-06−1,848→ 3,697 total→ Class A Common Stock (1,848 underlying) - Award
Restricted Stock Units
[F3][F13]2026-03-05+6,717→ 6,717 total→ Class A Common Stock (6,717 underlying) - Award
Performance Restricted Stock Units
[F5][F14]2026-03-05+6,716→ 6,716 total→ Class A Common Stock (6,716 underlying)
Holdings
- 4,771
Performance Restricted Stock Units
[F5][F10]→ Class A Common Stock (4,771 underlying) - 5,760
Performance Restricted Stock Units
[F5][F12]→ Class A Common Stock (5,760 underlying)
Footnotes (14)
- [F1]Shares withheld for payment of tax liability.
- [F10]These performance restricted stock units will be earned based upon the Issuer's performance on each of three different financial metrics during the three-year performance period. Once earned, the performance restricted stock units will vest on March 6, 2027. The number of shares of Class A Common Stock that will be earned at the end of the three-year performance period is subject to decrease or increase (up to 200%) based on the results of the performance conditions.
- [F11]These restricted stock units will vest in accordance with the following schedule: 1,848 vested on the first anniversary, 1,849 vest on the second anniversary and 1,848 vest on the third anniversary of the grant date (March 6, 2025).
- [F12]These performance restricted stock units will be earned based upon the Issuer's performance on each of three different financial metrics during the three-year performance period. Once earned, the performance restricted stock units will vest on March 6, 2028. The number of shares of Class A Common Stock that will be earned is subject to decrease or increase (up to 200%) based on the results of the performance conditions.
- [F13]These restricted stock units vest in accordance with the following schedule: 2,239 vesting on the first through third anniversaries of the grant date (March 5, 2026).
- [F14]These performance restricted stock units will be earned based upon the Issuer's performance on each of three different financial metrics during the three-year performance period. Once earned, the performance restricted stock units will vest on March 5, 2029. The number of shares of Class A Common Stock that will be earned is subject to decrease or increase (up to 200%) based on the results of the performance conditions.
- [F2]As previously reported on a Form 4, the Reporting Person was awarded 2,144 performance restricted stock units ("PSUs") on March 6, 2023 which were subject to increase or decrease based on the results of the performance condition. On March 6, 2026, these PSUs vested at 200% of target based on the results of the performance condition, such that 4,288 shares of Class A Common Stock became issuable to the Reporting Person.
- [F3]Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
- [F4]These restricted stock units vest in accordance with the following schedule: 714 vested on the first anniversary of the grant date and 715 vested on the second and third anniversary of the grant date (March 6, 2023).
- [F5]Each performance restricted stock unit represents a contingent right to receive one share of Class A Common Stock.
- [F6]The performance restricted stock units have a three-year performance period and to the extent earned vest on March 6, 2026. The number of shares of Class A Common Stock that will be earned is subject to increase or decrease based on the results of the performance condition.
- [F7]The PSUs previously reported as acquired by the reporting person were forfeited because the minimum performance criteria required for vesting was not met.
- [F8]The performance restricted stock units have a three-year performance period and to the extent earned vest on March 6, 2026. The number of shares of Class A Common Stock that will be earned is subject to increase or decrease based on the results of the performance condition.
- [F9]These restricted stock units vest in accordance with the following schedule: 1,530 vested on the first anniversary, 1,532 vested on the second anniversary and 1,531 will vest on the third anniversary of the grant date (March 6, 2024).
Signature
/s/ Joshua Westerman, Attorney-in-Fact|2026-03-09