KOENIG JOSHUA 4

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.