CROWN CASTLE INC. (CCI)

ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the response to Part I, Item 1 of this report and the consolidated financial statements of the Company including the related notes and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" ("MD&A") included in the 2025 Form 10-K.

General Overview

Overview

We own, operate and lease approximately 40,000 towers and other structures, such as rooftops (collectively, "towers") that are geographically dispersed throughout the U.S. The customers on our towers are referred to herein as "tenants." We provide access, including space or capacity, to our towers via long-term contracts in various forms, including lease, license, sublease and service agreements (collectively, "tenant contracts"). Site rental revenues represented 96% of our second quarter 2026 consolidated net revenues. The vast majority of our site rental revenues are of a recurring nature and are derived from long-term tenant contracts. Our towers have a significant presence in each of the top 100 basic trading areas.

On March 13, 2025, management signed a definitive agreement ("Strategic Fiber Agreement") to sell our small cells and fiber solutions businesses, together with certain supporting assets and personnel ("Fiber Business"), with Zayo Group Holdings Inc. acquiring the fiber solutions business and EQT Active Core Infrastructure fund acquiring the small cells business ("Strategic Fiber Transaction"). The Strategic Fiber Transaction was completed on May 1, 2026. We received aggregate net cash proceeds of $8.4 billion, representing the gross contractual purchase price of $8.5 billion less the net impact of preliminary purchase price adjustments of $124 million, which are subject to a post-closing settlement process. See note 3 to our condensed consolidated financial statements for a further discussion.

As the Strategic Fiber Transaction represents a material strategic shift, the Fiber Business' results and net assets are presented herein as discontinued operations for all periods presented until the completion on May 1, 2026. Related to the classification of the Fiber Business as "held for sale," during the three and six months ended June 30, 2026, we recognized a loss from disposal of discontinued operations of $280 million and $625 million, respectively, which primarily reflected additional investment in the Fiber Business until the closing date and the impact of preliminary purchase price adjustments, which are subject to a post-closing settlement process. During the three and six months ended June 30, 2025, we recognized a loss from disposal of discontinued operations of $252 million and $1,082 million, respectively. Through the completion of the Strategic Fiber Transaction on May 1, 2026, we continued to operate the Fiber Business in accordance with the Strategic Fiber Agreement.

Following the classification of the Fiber Business as discontinued operations, we have one reportable segment that constitutes consolidated results consisting of our towers operations. Unless otherwise noted, all activities and amounts reported below relate to our continuing operations and exclude activities and amounts related to discontinued operations. See notes 3 and 11 to our condensed consolidated financial statements for a discussion of discontinued operations and our operating segment.

Strategy

As a leading provider of towers in the U.S., our strategy is to create long-term stockholder value via a combination of (1) growing cash flows generated from our existing portfolio of towers, (2) returning a meaningful portion of our cash generated by operating activities to our common stockholders in the form of dividends and share repurchases and (3) investing capital efficiently to grow cash flows and long-term dividends per share. Our strategy is based, in part, on our belief that the U.S. is the most attractive market for tower investment with the greatest long-term growth potential. We measure our efforts to create "long-term stockholder value" by the combined payments of dividends to stockholders and growth in our per-share results. The key elements of our strategy are to:

•Grow cash flows from our existing towers. We are focused on maximizing the recurring site rental cash flows generated from providing our tenants with long-term access to our towers, which we believe is the core driver of value for our stockholders. Tenant additions or modifications of existing tenant equipment (collectively, "tenant additions") enable our tenants to expand coverage and capacity in order to meet increasing demand for data while generating high incremental returns for our business. We believe our towers provide an efficient and cost-effective solution for our wireless tenants' growing networks that provides an opportunity to generate cash flows and increase stockholder return.

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•Return cash generated by operating activities to stockholders in the form of dividends and share repurchases. We believe that distributing a meaningful portion of our cash generated by operating activities appropriately provides stockholders with increased certainty for a portion of expected long-term stockholder value while still allowing us to retain sufficient flexibility to invest in our business and deliver growth. We believe this decision reflects the translation of the high-quality, long-term contractual cash flows of our business into stable capital returns to stockholders.

•Invest capital efficiently to grow cash flows and long-term dividends per share. In addition to adding tenants to existing towers, we seek to invest our available capital, including the net cash generated by our operating activities and external financing sources, in a manner that will increase long-term stockholder value on a risk-adjusted basis. These investments include constructing and acquiring new towers that we expect will generate future cash flow growth and attractive long-term returns by adding tenants to those assets over time. Our historical investments have included the following (in no particular order):

◦acquisitions of land interests (which primarily relate to land assets under towers);

◦construction of towers;

◦acquisitions of towers;

◦improvements and structural enhancements to our existing towers;

◦purchases of shares of our common stock from time to time; and

◦purchases, repayments or redemptions of our debt.

Our strategy to create long-term stockholder value is based on our belief that there will be considerable future demand for our towers based on the location of our assets and the rapid and continuing growth in the demand for data. We believe that such demand for our towers will continue, will result in growth of our cash flows due to tenant additions on our existing towers, and will create other growth opportunities for us, such as demand for newly constructed or acquired towers, as described above. Further, we seek to augment the long-term value creation associated with growing our recurring site rental cash flows by offering certain ancillary site development services.

Highlights of Business Fundamentals and Results

•We operate as a REIT for U.S. federal income tax purposes

◦As a REIT, we are generally entitled to a deduction for dividends that we pay and, therefore, are not subject to U.S. federal corporate income tax on our net taxable income that is currently distributed to our stockholders.

◦To remain qualified and be taxed as a REIT, we are generally required to annually distribute to our stockholders at least 90% of our REIT taxable income, after the utilization of our net operating loss carryforwards ("NOLs") (determined without regard to the dividends paid deduction and excluding net capital gain).

◦See note 7 to our condensed consolidated financial statements for further discussion of our REIT status.

•Potential growth resulting from the increasing demand for data

◦We expect existing and potential new tenant demand for our towers will result from (1) new technologies, (2) increased usage of mobile entertainment, mobile internet, and machine-to-machine applications, (3) adoption of other emerging and embedded wireless devices (including smartphones, laptops, tablets, wearables and other devices), (4) increasing smartphone penetration, (5) wireless carrier focus on expanding both network quality and capacity, (6) the adoption of other bandwidth-intensive applications (such as cloud services, artificial intelligence and video communications), (7) the availability of additional spectrum and (8) increased government initiatives to support connectivity throughout the U.S.

◦We expect U.S. wireless carriers will continue to focus on improving network quality and expanding capacity (including through 5G initiatives). We believe our towers provide an efficient and cost-effective solution to our wireless tenants' growing infrastructure needs.

◦Tenant additions on our towers are achieved at a low incremental operating cost, delivering high incremental returns.

•Substantially all of our towers can accommodate additional tenancy, either as currently constructed or with appropriate modifications.

•Investing capital efficiently to grow cash flows (see also "Item 2. MD&A—General Overview—Strategy")

◦We had discretionary capital expenditures of $102 million for the six months ended June 30, 2026. The capital expenditures predominately related to improvements to existing towers to support additional tenants and purchases of land underneath our towers.

◦We expect to continue to construct and acquire new towers that we anticipate will generate future cash flow growth and attractive long-term returns by adding tenants to those assets over time.

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◦We expect to continue to acquire land interests relating to land under our towers.

•Site rental revenues under long-term tenant contracts

◦Our tenant contracts have initial terms generally between five to 15 years, with contractual escalators and multiple renewal periods generally between five to 10 years each, exercisable at the option of the tenant.

◦As of June 30, 2026, our weighted-average remaining term was approximately five years, exclusive of renewals exercisable at the tenants' option, currently representing approximately $22.1 billion of expected future cash inflows, exclusive of amounts due under the Master Lease Agreement and underlying agreements with DISH Wireless L.L.C ("DISH"). See "Item 2. MD&A-General Overview-Outlook Highlights" for further discussion.

•Majority of our revenues from large wireless carriers

◦For the six months ended June 30, 2026, approximately 93% of our site rental revenues were derived from T-Mobile, AT&T and Verizon Wireless.

•Majority of land under our towers under long-term control

◦For the six months ended June 30, 2026, approximately 90% of our towers Adjusted Site Rental Gross Margin and approximately 80% of our towers Adjusted Site Rental Gross Margin was derived from towers located on land that we own or control for greater than 10 and 20 years, respectively. The aforementioned percentages include towers located on land that is owned, including through fee interests and perpetual easements, which represented approximately 45% of our towers Adjusted Site Rental Gross Margin.

•Minimal sustaining capital expenditure requirements

◦For the six months ended June 30, 2026, sustaining capital expenditures represented less than 1% of net revenues.

•Debt portfolio with long-dated maturities extended over multiple years, with all debt having a fixed rate as of June 30, 2026 (see note 5 to our condensed consolidated financial statements and "Item 3. Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our debt)

◦As of June 30, 2026, our outstanding debt had a weighted-average interest rate of 3.7% and weighted-average maturit

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Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations

General Overview

Overview

We own, operate and lease shared communications infrastructure. See "Item 1. Business" for a further discussion of our business, including our long-term strategy, our REIT status, certain key terms of our tenant contracts and growth trends in the demand for data.

On March 13, 2025, management signed the Strategic Fiber Agreement to sell our Fiber Business, with Zayo acquiring the fiber solutions business and EQT acquiring the small cell business. Under the Strategic Fiber Agreement, we will receive $8.5 billion in aggregate, subject to certain closing adjustments. The Strategic Fiber Transaction is expected to close in the first half of 2026, subject to certain closing conditions and regulatory approvals. See "Item 1. Business—Overview" for further discussion of the pending sale of the Fiber Business.

As the aforementioned sale represents a material strategic shift for the Company, the Fiber Business' results and net assets are presented herein as discontinued operations and comparable prior periods have been recast to reflect this change. Related to the classification of the Fiber Business as "held for sale", we have recognized a loss from disposal of discontinued operations of approximately $1.6 billion, inclusive of estimated transaction fees, for the year ended December 31, 2025.

Following the classification of the Fiber Business as discontinued operations, we have one reportable segment that constitutes consolidated results of our tower operations. See notes 3 and 15 to our consolidated financial statements for a discussion of discontinued operations and our operating segment. Unless otherwise noted, all activities and amounts reported in this document relate to continuing operations and exclude activities and amounts related to discontinued operations.

Highlights of Business Fundamentals and Results

•Site rental revenues represented 95% of our 2025 net revenues. The vast majority of our site rental revenues is of a recurring nature and has been contracted for in prior years.

•We operate as a REIT for U.S. federal income tax purposes (see "Item 1. Business—REIT Status" and notes 2 and 10 to our consolidated financial statements)

•Potential growth resulting from the increasing demand for data

◦We expect existing and potential new tenant demand for our towers will result from (1) new technologies, (2) increased usage of mobile entertainment, mobile internet, and machine-to-machine applications, (3) adoption of other emerging and embedded wireless devices (including smartphones, laptops, tablets, wearables and other devices), (4) increasing smartphone penetration, (5) wireless carrier focus on expanding both network quality and capacity, (6) the adoption of other bandwidth-intensive applications (such as cloud services, artificial intelligence and video communications), (7) the availability of additional spectrum and (8) increased government initiatives to support connectivity throughout the U.S.

◦We expect U.S. wireless carriers will continue to focus on improving network quality and expanding capacity (including through 5G initiatives). We believe our towers provide an efficient and cost-effective solution to our wireless tenants' growing infrastructure needs.

◦Tenant additions on our towers are achieved at a low incremental operating cost, delivering high incremental returns.

◦Substantially all of our towers can accommodate additional tenancy, either as currently constructed or with appropriate modifications.

•Returning cash flows provided by operations to stockholders in the form of dividends (see also "Item 1. Business—Strategy")

◦During 2025, we paid common stock dividends totaling approximately $2.1 billion.

•Investing capital efficiently to grow cash flows

◦We had discretionary capital expenditures of $149 million for the year ended December 31, 2025, predominately related to improvements to existing towers to support additional tenants and purchases of land underneath our towers.

◦We expect to continue to construct and acquire new towers that we expect will generate future cash flow growth and attractive long-term returns by adding tenants to those assets over time.

◦We expect to continue to acquire land interests relating to land under our towers.

•Site rental revenues under long-term tenant contracts

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◦Our tenant contracts have initial terms generally between five to 15 years with contractual escalators and multiple renewal periods generally between five to 10 years each, exercisable at the option of the tenant.

◦As of December 31, 2025, our weighted-average remaining term was approximately six years, exclusive of renewals exercisable at the tenants' option, currently representing approximately $23.7 billion of expected future cash inflows, exclusive of amounts due under the Master Lease Agreement and underlying agreements with DISH. See "Item 7. MD&A—General Overview—Outlook Highlights" for further discussion.

•Majority of our revenues from large wireless carriers

◦For the year ended December 31, 2025, approximately 90% of our site rental revenues were derived from T-Mobile, AT&T and Verizon Wireless. See "Item 1A. Risk Factors" and note 15 to our consolidated financial statements for a further discussion of our largest customers.

◦During 2025, our site rental revenues decreased approximately $200 million as a result of non-renewals related to the network consolidation of T-Mobile and Sprint.

•Majority of land under our towers under long-term control

◦For the year ended December 31, 2025, approximately 90% of our towers Adjusted Site Rental Gross Margin and approximately 80% of our towers Adjusted Site Rental Gross Margin was derived from towers located on land that we own or control for greater than 10 and 20 years, respectively. The aforementioned percentages include towers located on land that is owned, including through fee interests and perpetual easements, which represented approximately 40% of our towers Adjusted Site Rental Gross Margin.

•Minimal sustaining capital expenditure requirements

◦For the year ended December 31, 2025, sustaining capital expenditures represented less than 1% of net revenues.

•Debt portfolio with long-dated maturities extended over multiple years, with the vast majority of such debt having a fixed rate (see note 8 to our consolidated financial statements and "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" for a further discussion of our debt)

◦As of December 31, 2025, our outstanding debt had a weighted average interest rate of 3.9% and weighted average maturity of approximately six years (assuming anticipated repayment dates on certain debt).

◦As of December 31, 2025, 84% of our debt has fixed rate coupons.

◦Our debt service coverage and leverage ratios are within their respective financial maintenance covenants. See "Item 7. MD&A—Liquidity and Capital Resources—Debt Covenants" for a further discussion of our debt covenants.

•During 2025, we repaid in full certain of our debt (see note 8 to our consolidated financial statements and "Item 7. MD&A—Liquidity and Capital Resources—Financing Activities" for further discussion of our debt transactions)

•Significant cash flows from operations

◦Net cash provided by operating activities was $3.1 billion for the year ended December 31, 2025.

◦In addition to the positive impact of contractual escalators, we expect to grow our core business of providing access to our towers as a result of future anticipated additional demand.

•2023 and 2024 Restructuring Plans

◦There were no restructuring charges in 2025 relating to either the 2023 Restructuring Plan or the 2024 Restructuring Plan. See note 17 to our consolidated financial statements for further discussion of the 2023 Restructuring Plan and 2024 Restructuring Plan.

Common Stock Dividend

During the first quarter of the year ended 2025, we paid a common stock dividend of $1.565 per share and during each of the following three quarters, we paid a common stock dividend of $1.0625 per share, totaling approximately $2.1 billion. We have updated our capital allocation framework to focus more on free cash flow generation and financial flexibility, which primarily drove our decision to reduce our dividend in the second quarter of 2025. As we grow cash flows, we expect to increase our dividend per share. Whether dividends are to be declared and the amount and timing thereof remain subject to the discretion of our board of directors. See note 11 to our consolidated financial statements.

Outlook Highlights

The following are certain highlights of our outlook that impact our business fundamentals described above.

•In January 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 defaulting on its obligations under the agreements. As a result of the termination, we assert in the notice that DISH owes us all remaining payments under the agreements, which total in excess of $3.5 billion. Our 2026 Outlook does not include any revenues from DISH.

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•We expect a year over year reduction in site rental revenues related to (1) approximately $220 million from the aforementioned DISH termination, and (2) a decline in long-term deferred revenue amortization.

•In February 2026, we initiated a restructuring plan ("2026 Restructuring Plan") as part of our efforts to enhance the efficiency and effectiveness of our tower business.

◦We expect to realize approximately $65 million annualized run-rate savings in operating costs, of which approximately $55 million will be realized in 2026 due to timing. The remaining savings of approximately $10 million will be realized in 2027. We expect to incur aggregate restructuring charges of approximately $30 million in 2026 as a result of the 2026 Restructuring Plan, most of which we expect to incur in the first and second quarters of 2026. See "Item 1A. Risk Factors" for a discussion of risks related to our restructuring activities.

•Following the closure of the Strategic Fiber Transaction, which is expected to occur in the first half of 2026, we expect to use the proceeds from the sale to repurchase approximately $1 billion of shares and approximately $7 billion of debt.

◦As a result of the expected $7 billion repayment of debt, our 2026 interest expense is expected to decrease.

•Notwithstanding the plan to sell our Fiber Business, we expect to continue to invest a significant amount of our available capital in the form of discretionary capital expenditures in the Fiber Business until the closing of the Strategic Fiber Transaction.

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Results of Operations

The following discussion of our results of operations for 2025 compared to 2024 should be read in conjunction with "Item 1. Business," "Item 7. MD&A—Liquidity and Capital Resources" and our consolidated financial statements. For a discussion of our results of operations and financial condition for 2024 compared to 2023 that is not included in this 2025 Form 10-K, see "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 14, 2025.

The following discussion of our results of operations is based on our consolidated financial statements prepared in accordance with GAAP, which requires us to make estimates and judgments that affect the reported amounts (see "Item 7. MD&A—Accounting and Reporting Matters—Critical Accounting Policies and Estimates" and note 2 to our consolidated financial statements). See "Item 7. MD&A—Accounting and Reporting Matters—Non-GAAP Financial Measures" for a discussion of our use of (1) Adjusted Site Rental Gross Margin and (2) Adjusted Services and Other

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