DAY DONALD 4
4 · SBA COMMUNICATIONS CORP · Filed Mar 9, 2026
Research Summary
AI-generated summary of this filing
SBA Communications (SBAC) EVP Donald Day Exercises Awards; Shares Withheld
What Happened
- Donald Day, EVP – Site Leasing at SBA Communications (SBAC), had restricted/performance stock units convert/vest and been issued shares on March 6, 2026. The filing shows exercises/conversions totaling 3,791 shares issued (no cash exercise price). To satisfy tax withholding obligations, about 1,415.94 shares were withheld/disposed, valued at $195.69 per share for a cash-equivalent of approximately $277,085 in total withholding.
- On March 5, 2026, Day was also granted two awards of 5,005 restricted/performance stock units each (totaling 10,010 units). These awards include a mix of time-vesting RSUs and performance-based PSUs that vest/settle according to the schedules and performance metrics described in the footnotes.
Key Details
- Transaction dates: Grants on 2026-03-05; vesting/conversion and tax-withholding actions on 2026-03-06. Filing date: 2026-03-09 (timely).
- Exercises/conversions (code M): 270 + 1,618 + 555 + 1,348 = 3,791 shares issued.
- Tax withholding / payment (code F): 100.845 + 604.323 + 207.292 + 503.478 ≈ 1,415.94 shares withheld; withholding valued at $195.69/share → ≈ $277,085 total.
- Grants (code A): Two awards of 5,005 units each on 2026-03-05 (total 10,010 units). Footnotes indicate some are time-based RSUs with multi-year vesting schedules and some are PSUs subject to three-year performance metrics (possible payouts 0–200% of target).
- Shares owned after the transactions: not specified in the provided filing excerpt.
- Codes explained: M = option/derivative exercise or conversion; F = shares withheld for taxes; A = award/grant.
Context
- This was effectively a conversion of RSUs/PSUs into shares with a cashless-style tax withholding (shares withheld/retired to cover taxes), not an open-market sale. The filing shows performance units previously awarded (e.g., PSUs from 3/6/2023) vested at 200% per footnote, producing some of the issued shares.
- Awards include both time-vesting RSUs and performance-based PSUs that may pay out more or less than target depending on three-year performance results; some PSUs vest/settle in later years (2027–2029) per footnotes.
- No indication in the filing that this was a gift or 10% owner transaction. The filing appears timely (no late-filing flag).
Insider Transaction Report
Form 4
DAY DONALD
EVP - SITE LEASING
Transactions
- Exercise/Conversion
Class A Common Stock
2026-03-06+270→ 7,600.969 total - Tax Payment
Class A Common Stock
[F1]2026-03-06$195.69/sh−100.845$19,734→ 7,500.124 total - Exercise/Conversion
Class A Common Stock
[F2]2026-03-06+1,618→ 9,118.124 total - Tax Payment
Class A Common Stock
[F1]2026-03-06$195.69/sh−604.323$118,260→ 8,513.801 total - Exercise/Conversion
Class A Common Stock
2026-03-06+555→ 9,068.801 total - Tax Payment
Class A Common Stock
[F1]2026-03-06$195.69/sh−207.292$40,565→ 8,861.509 total - Exercise/Conversion
Class A Common Stock
2026-03-06+1,348→ 10,209.509 total - Tax Payment
Class A Common Stock
[F1]2026-03-06$195.69/sh−503.478$98,526→ 9,706.031 total - Exercise/Conversion
Restricted Stock Units
[F3][F4]2026-03-06−270→ 0 total→ Class A Common Stock (270 underlying) - Exercise/Conversion
Performance Restricted Stock Units
[F5][F2][F6]2026-03-06−809→ 0 total→ Class A Common Stock (809 underlying) - Disposition to Issuer
Performance Restricted Stock Units
[F5][F7][F8]2026-03-06−809→ 0 total→ Class A Common Stock (809 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F9]2026-03-06−555→ 555 total→ Class A Common Stock (555 underlying) - Exercise/Conversion
Restricted Stock Units
[F3][F12]2026-03-06−1,348→ 2,697 total→ Class A Common Stock (1,348 underlying) - Award
Restricted Stock Units
[F3][F14]2026-03-05+5,005→ 5,005 total→ Class A Common Stock (5,005 underlying) - Award
Performance Restricted Stock Units
[F5][F15]2026-03-05+5,005→ 5,005 total→ Class A Common Stock (5,005 underlying)
Holdings
- 1,665
Performance Restricted Stock Units
[F5][F10]→ Class A Common Stock (1,665 underlying) - 914
Restricted Stock Units
[F3][F11]→ Class A Common Stock (914 underlying) - 4,045
Performance Restricted Stock Units
[F5][F13]→ Class A Common Stock (4,045 underlying)
Footnotes (15)
- [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 vest in accordance with the following schedule: 456 vest on the first anniversary of the grant date and 457 vest on the second and third anniversaries of the grant date (August 1, 2024).
- [F12]These restricted stock units vest in accordance with the following schedule: 1,348 vested on the first anniversary; 1,348 will vest on the second anniversary of the grant date and 1,349 vest on the third anniversary of the grant date (March 6, 2025).
- [F13]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.
- [F14]These restricted stock units vest in accordance with the following schedule: 1,668 will vest on the first and second anniversaries and 1,669 will vest on the third anniversary of the grant date (March 5, 2026).
- [F15]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 809 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 1618 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: 269 vested on the first anniversary of the grant date and 270 vested on the second anniversary and 270 vested on the 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]These performance restricted stock units have a three-year performance period and to the extent earned will vest on March 6, 2026. The number of shares of Class A Common Stock that will be earned is subject to increase (up to 200%) 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 restricted stock units have a three-year performance period and to the extent earned will vest on March 6, 2026. The number of shares of Class A Common Stock that will be earned is subject to increase (up to 200%) or decrease based on the results of the performance condition.
- [F9]These restricted stock units vest in accordance with the following schedule: 555 vested on the first and second anniversary and 555 will vest on the third anniversaries of the grant date (March 6, 2024).
Signature
/s/ Joshua Westerman, Attorney-in-Fact|2026-03-09