CCI

cci-20260722

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 22, 2026

Crown Castle Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-16441 76-0470458

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

8020 Katy Freeway, Houston, Texas 77024

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (713) 570-3000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered

Common Stock, $0.01 par valueCCINew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 2.02 — RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 22, 2026, Crown Castle Inc. ("Company") issued a press release disclosing its financial results for the second quarter ended June 30, 2026. A copy of the press release is furnished herewith as Exhibit 99.1.

ITEM 7.01 — REGULATION FD DISCLOSURE

The press release referenced in Item 2.02 above refers to certain supplemental information that was posted as a supplemental information package on the Company's website on July 22, 2026. The supplemental information package is furnished herewith as Exhibit 99.2.

ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Index

Exhibit No.Description

99.1 Press Release dated July 22, 2026

99.2 Supplemental Information Package for period ended June 30, 2026

104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

The information in Items 2.02 and 7.01 of this Form 8-K and Exhibits 99.1 and 99.2 attached hereto are furnished as part of this Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information or exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CROWN CASTLE INC.

By:/s/ Edward B. Adams, Jr.

Name:Edward B. Adams, Jr.

Title:Executive Vice President and General Counsel

Date: July 22, 2026

cci-20260501

0001051470false00010514702026-05-012026-05-010001051470exch:XNYS2026-05-012026-05-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 1, 2026

Crown Castle Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-16441 76-0470458

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

8020 Katy Freeway, Houston, Texas 77024

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (713) 570-3000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered

Common Stock, $0.01 par valueCCINew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 2.01— COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On May 1, 2026 ("Closing Date"), Crown Castle Inc. ("Company") completed the previously announced sale of the Company's fiber solutions business to Fiber Finco, LLC, a Delaware limited liability company ("Zayo Purchaser"), and its small cells business to Small Cells Holdco Inc., a Delaware corporation, referred to as Arium Networks (together with Zayo Purchaser, "Purchasers") for aggregate cash proceeds of $8.5 billion in cash, subject to certain adjustments ("Transaction"). The Transaction was consummated pursuant to the terms and conditions of the Stock Purchase Agreement, dated as of March 13, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement"), by and among Crown Castle Operating Company, a Delaware corporation and a wholly owned subsidiary of the Company, CCS&E LLC, a Delaware limited liability company, Crown Castle Investment II Corp., a Delaware corporation, the Purchasers and, solely for the purposes of certain sections thereof, the Company and Zayo Group Holdings, Inc., a Delaware corporation.

The foregoing description of the Transaction does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which was attached as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 13, 2025, and is incorporated by reference herein.

ITEM 2.02 — RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 1, 2026, the Company issued a press release updating the Company's outlook for full year 2026. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

ITEM 5.02 — DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(b) As of the Closing Date, Christopher D. Levendos has resigned from his position as the Company's Executive Vice President and Chief Operating Officer—Fiber to pursue an opportunity with Zayo. The Company and the Board wish to sincerely thank Mr. Levendos for his exceptional years of service and significant contributions to the Company.

ITEM 7.01 — REGULATION FD DISCLOSURE

Effective May 1, 2026, the Board of Directors authorized a program to repurchase up to $1.0 billion of the Company's outstanding common stock ("Stock Repurchase Program"). The Stock Repurchase Program does not have a fixed expiration date and does not obligate the Company to acquire any specific number of shares. Repurchases may occur through open market or private transactions, including through plans complying with Rule 10b5‑1 or Rule 10b‑18 under the Exchange Act.

The timing, manner, price and amount of any repurchases are determined at the Company's discretion and depend on legal requirements, share price, general economic and market conditions and other

cci-20260422

0001051470false00010514702026-04-222026-04-220001051470exch:XNYS2026-04-222026-04-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 22, 2026

Crown Castle Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-16441 76-0470458

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

8020 Katy Freeway, Houston, Texas 77024

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (713) 570-3000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered

Common Stock, $0.01 par valueCCINew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 2.02 — RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On April 22, 2026, Crown Castle Inc. ("Company") issued a press release disclosing its financial results for the first quarter ended March 31, 2026. A copy of the press release is furnished herewith as Exhibit 99.1.

ITEM 7.01 — REGULATION FD DISCLOSURE

The press release referenced in Item 2.02 above refers to certain supplemental information that was posted as a supplemental information package on the Company's website on April 22, 2026. The supplemental information package is furnished herewith as Exhibit 99.2.

ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Index

Exhibit No.Description

99.1 Press Release dated April 22, 2026

99.2 Supplemental Information Package for period ended March 31, 2026

104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

The information in Items 2.02 and 7.01 of this Form 8-K and Exhibits 99.1 and 99.2 attached hereto are furnished as part of this Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information or exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CROWN CASTLE INC.

By:/s/ Edward B. Adams, Jr.

Name:Edward B. Adams, Jr.

Title:Executive Vice President and General Counsel

Date: April 22, 2026