Crown Castle (CCI) Risk Factor Changes

To remain qualified and be taxed as a REIT, we are required to satisfy the 90% distribution requirement as described above.

For the first quarter in the year ended 2025, we paid a common stock dividend of $1.565 per share, and for each remaining quarter in 2025, we paid a common stock dividend of $1.0625, totaling approximately $2.1 billion.

arising under the Securities Act of 1933, as amended (“Securities Act”).

We have reserved an aggregate of approximately 14 million shares of common stock for issuance in connection with awards granted under our stock compensation plans.

Future sales or issuances of common stock or other equity related securities may adversely affect the market price of our common stock, including any shares of our common stock issued to finance capital expenditures,…

Economic conditions and the credit markets have historically experienced, and may continue to experience, periods of volatility, uncertainty, or weakness that could impact (1) the availability or cost of debt financin…

We have a substantial amount of indebtedness, which, upon final maturity, we will need to refinance or repay.

Currently, we have debt instruments in place that limit, in certain circumstances, our ability to incur additional indebtedness, pay dividends, create liens, sell assets, or engage in certain mergers and acquisitions,…

An increase in interest rates driven by the Federal Reserve would increase our cost of borrowing.

We have a substantial amount of indebtedness (approximately $24.2 billion as of February 19, 2026).

In deciding whether to grant the required regulatory approval, consent or clearance, the relevant governmental entities will consider the effect of the transaction on competition within their relevant jurisdiction.

governmental authorities, including various consents, clearances under antitrust statutes, authorizations and declarations of non-objection, or expiration of waiting periods (or extensions thereof), and (2) separating…

We strive to maintain constructive, ongoing communications with all stockholders, and we welcome constructive input from all stockholders toward the shared goal of enhancing long-term stockholder value.

not be received, and separation of the Fiber Business from our current operations, and if these conditions are not satisfied or waived, the transaction will not be completed." and "—The failure to complete the planned…

On March 3, 2024, we entered into an amendment to the Cooperation Agreement with Elliott, which, among other things, (1) eliminated limitations on the size of our board of directors, the Fiber Review Committee and the…

Furthermore, the actions may result in unintended consequences, including:

In addition to the 2023 and 2024 Restructuring Plans and 2026 Restructuring Plan, we may from time to time take actions to realign our business, operations, and cost structure with our strategic priorities.

In June 2024, we initiated the 2024 Restructuring Plan as part of our efforts to drive operational efficiencies and reduce operating costs and capital expenditures, with a primary focus on our Fiber segment.

Our business has experienced, and may continue to experience, significant executive management changes, including the consolidation of roles and responsibilities.

also heighten cybersecurity and data protection risks.

Despite existing security measures, certain of our information technology and communications infrastructure may be subject to damage, disruptions, or shutdowns due to unauthorized access, computer viruses, ransomware…

During both 2024 and 2025, due primarily to our discontinuation of installation services as a towers product offering previously announced in July 2023, services and other revenues decreased by 54% and 49%, respective…

•32% of our towers are leased or subleased or operated and managed under master leases, subleases or other agreements with T-Mobile (including those which T-Mobile assumed in its merger with Sprint).

•22% of our towers are leased or subleased or operated and managed under a master lease or other related agreements with AT&T.

with Sprint).

Our construction projects and related contracts can be long-term, complex in nature, dangerous, costly and challenging to execute.

The business model for our Fiber operations contains certain differences from our business model for our Towers operations, including those relating to tenant base, competition, contract terms (including requirements…

Our Fiber business model contains certain differences from our Towers business model, resulting in different operational risks.

See "Item 1.

On January 6, 2022, we entered into an agreement with T-Mobile that addressed the T-Mobile and Sprint network consolidation.

The amount, timing, and mix of our tenants' network investment is variable and can be significantly impacted by the various matters described in these risk factors.

•Our Fiber business model contains certain differences from our Towers business model, resulting in different operational risks.

The following summarizes our material risk factors, including risk factors relating to our Fiber Business.

We submitted the CEO certification required by Section 303A.12(a) of the New York Stock Exchange ("NYSE") Listed Company Manual, relating to compliance with the NYSE's corporate governance listing standards, to the NY…

governmental entities, Zayo, EQT and us.

We strive to maintain constructive, ongoing communications with all stockholders, and we welcome constructive input from all stockholders toward the shared goal of enhancing long-term stockholder value.

In June 2024, we initiated the 2024 Restructuring Plan as part of our efforts to drive operational efficiencies and reduce operating costs and capital expenditures, with a primary focus on our Fiber segment.

Our focus and disclosure of our ESG goals and initiatives – including achievement of or failure to achieve such goals and initiatives, accurately reporting our metrics or adherence to prior public statements – exposes…

interpretations that may differ from those taken by the relevant enforcement authorities, could potentially result in substantial fines, criminal sanctions, reputational harm or operational changes.

In addition, we are subject to, and may become subject to additional, climate change-based and other ESG-related laws, regulations and policies, with varying scopes and complexity, such as the SEC's climate-related di…

In recent years, certain of our investors, tenants, employees and other stakeholders have increased their focus on ESG matters and disclosure.

Our focus on and disclosure of our ESG position, metrics, strategy, goals and initiatives expose us to potential litigation or regulatory action and other adverse effects to our business.

As of December 31, 2024, approximately 54% of our towers were leased or subleased or operated and managed under master leases, subleases, or other agreements with AT&T and T-Mobile (including those which T-Mobile assu…

•Our focus on and disclosure of our ESG position, metrics, strategy, goals and initiatives expose us to potential litigation or regulatory action and other adverse effects to our business.

•provisions that the state courts or, in certain circumstances, the federal courts, in Delaware shall be the sole and exclusive forum for certain actions involving us, our directors, officers, employees and stockholde…

The failure to complete the planned sale of the Fiber Business to Zayo and EQT could have a material and adverse effect on our business, results of operations, financial condition, cash flows, and stock price.

The Strategic Fiber Agreement contains closing conditions and requirements with which we must comply pending the closing of the Strategic Fiber Transaction, including (1) obtaining regulatory approvals from certain U.S.

In February 2026, we initiated the 2026 Restructuring Plan as part of our efforts to enhance the efficiency and effectiveness of the our standalone tower business.

If our competitors or customers adopt advanced digital capabilities more quickly than we do, we could be at a competitive disadvantage.

Some of our IT and digital initiatives require significant investment, which can be complex and are subject to risks, including implementation delays, cost overruns, integration challenges, and disruption to ongoing o…

If we do not invest in modernizing our IT systems or fail to effectively execute our digital transformation initiatives, we may experience operational inefficiencies, higher operating costs, reduced scalability, and l…

Our business relies on information technology ("IT") systems to support key operational, commercial, and financial processes, including site and asset management, leasing and contract administration, billing and colle…

If we do not continue to make appropriate investments in, and effectively implement and maintain, our information technology systems and digital capabilities, our business and operating results could be adversely affe…

As of December 31, 2025, approximately 55% of our towers were leased or subleased or operated and managed under master leases, subleases, or other agreements with AT&T and T-Mobile (including those which T-Mobile assu…

associated tenant relationship and (2) the project itself by timely deploying and properly managing appropriate internal and external project resources.

•the use of competitive local exchange carrier ("CLEC") status.

On January 12, 2026, we delivered a notice of default and termination to DISH relating to our Master Lease Agreement and underlying agreements with DISH as a result of DISH failing to make required payments and defaul…

•If we do not continue to make appropriate investments in, and effectively implement and maintain, our information technology systems and digital capabilities, our business and operating results could be adversely aff…