KOENIG JOSHUA 4
4 · SBA COMMUNICATIONS CORP · Filed Mar 9, 2026
Research Summary
AI-generated summary of this filing
SBA Communications (SBAC) EVP Joshua Koenig Exercises Awards, Sells Shares
What Happened
- Joshua Koenig, Executive Vice President & General Counsel of SBA Communications (SBAC), had multiple restricted and performance stock units convert to shares in early March 2026. On March 6, 2026 he received (via exercise/conversion of RSUs/PSUs) 7,985 shares that became issuable, and approximately 3,142 of those shares were withheld to satisfy tax withholding obligations, resulting in about $614,878 in value withheld (calculated at $195.69 per share). Several derivative/withholding transactions were recorded at $0 proceeds (shares surrendered to the issuer to cover taxes).
Key Details
- Transaction dates: March 5–6, 2026 (Form 4 filed March 9, 2026); filing appears timely.
- Exercises/conversions (acquired): 7,985 shares on Mar 6, 2026 (entries at $0 as these were conversions of RSUs/PSUs).
- Shares withheld/taxed (disposed): ~3,142 shares withheld across four withholding entries (257.742; 1,546.455; 582.379; 755.52) at $195.69/share, totaling ~$614,878.
- Additional grant(s): On March 5, 2026 Koenig was granted two performance restricted stock unit awards totaling 13,433 PSUs (6,717 + 6,716) that are subject to three‑year performance periods and vesting dates per footnotes (performance-based vesting through 2029).
- Notable footnotes:
- F1: Shares were withheld to pay tax liability.
- F2/F6/F8/F10/F12/F14: Several awards are performance-based PSUs with three-year performance periods and possible payout adjustments (up to 200%).
- F11/F13/F4/F9: Some RSUs vest on scheduled anniversaries (one- to three-year vesting schedules).
- Shares owned after transaction: not provided in the excerpt supplied.
Context
- This was not an open‑market sale/purchase; it was the conversion/vesting of equity awards and the routine withholding of shares to satisfy tax obligations (a common, administrative step when RSUs/PSUs vest).
- The tax withholding here functions like a cashless exercise: shares are surrendered to the issuer instead of paying cash for taxes.
- Performance RSUs (PSUs) noted in the filing may pay out more or less than target (including up to 200% in some cases) depending on company performance; one PSU tranche from 2023 vested at 200% per the footnotes, producing the larger conversion amount.
- These types of filings document compensation-related equity activity and are generally routine for executives; they are factual records rather than a direct signal of insider sentiment.
Insider Transaction Report
Form 4
KOENIG JOSHUA
EXECUTIVE VP/GENERAL COUNSEL
Transactions
- Exercise/Conversion
Class A Common Stock
2026-03-06+655→ 6,537.735 total - Tax Payment
Class A Common Stock
[F1]2026-03-06$195.69/sh−257.742$50,438→ 6,279.993 total - Exercise/Conversion
Class A Common Stock
[F2]2026-03-06+3,930→ 10,209.993 total - Tax Payment
Class A Common Stock
[F1]2026-03-06$195.69/sh−1,546.455$302,626→ 8,663.538 total - Exercise/Conversion
Class A Common Stock
2026-03-06+1,480→ 10,143.538 total - Tax Payment
Class A Common Stock
[F1]2026-03-06$195.69/sh−582.379$113,966→ 9,561.159 total - Exercise/Conversion
Class A Common Stock
2026-03-06+1,920→ 11,481.159 total - Tax Payment
Class A Common Stock
[F1]2026-03-06$195.69/sh−755.52$147,848→ 10,725.639 total - Exercise/Conversion
Restricted Stock Units
[F3][F4]2026-03-06−655→ 0 total→ Class A Common Stock (655 underlying) - Exercise/Conversion
Performance Restricted Stock Units
[F5][F6]2026-03-06−1,965→ 0 total→ Class A Common Stock (1,965 underlying) - Disposition to Issuer
Performance Restricted Stock Units
[F5][F7][F8]2026-03-06−1,965→ 0 total→ Class A Common Stock (1,965 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F9]2026-03-06−1,480→ 1,480 total→ Class A Common Stock (1,480 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F11]2026-03-06−1,920→ 3,840 total→ Class A Common Stock (1,920 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
- 4,440
Performance Restricted Stock Units
[F5][F10]→ Class A Common Stock (4,440 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 is subject to decrease or increase (up to 200%) based on the results of the performance conditions.
- [F11]These restricted stock units vest in accordance with the following schedule: 1,920 vested on the first anniversary and 1,920 vest on the second and third anniversaries 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 vest 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 1,965 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 3,930 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: 655 vested on the first through third anniversaries 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]These performance 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]These performance 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: 1,480 vested on the first anniversary and 1,480 vest on the second and third anniversaries of the grant date (March 6, 2024).
Signature
/s/ Joshua Westerman, Attorney-in-Fact|2026-03-09