Edward B. Adams Jr. - 21 Feb 2023 Form 4 Insider Report for CROWN CASTLE INC. (CCI)

Role: EVP and General Counsel
Signature: /s/ Edward B. Adams, Jr.
Issuer symbol: CCI
Transactions as of: 21 Feb 2023
Net transactions value: $0
Form type: 4
Filing time: 23 Feb 2023, 16:51:04 UTC
Next filing: 11 Sep 2023
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CCI	Time RSUs	Award	$0	+7,317		$0.000000	7,317	21 Feb 2023	Common Stock	7,317		Direct	F1, F2
transaction	CCI	Time RSUs	Award	$0	+7,301		$0.000000	7,301	22 Feb 2023	Common Stock	7,301		Direct	F1, F3
transaction	CCI	Performance RSUs	Award	$0	+6,919		$0.000000	6,919	22 Feb 2023	Common Stock	6,919		Direct	F1, F4
transaction	CCI	Performance RSUs	Award	$0	+8,088		$0.000000	8,088	22 Feb 2023	Common Stock	8,088		Direct	F1, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each RSU is issued pursuant to the Company's 2022 Long-Term Incentive Plan and represents a contingent right to receive one share of common stock, and vesting (i.e., forfeiture restriction termination) generally is subject to (i) the reporting person remaining an employee or director of the Company or its affiliates and (ii) the other criteria described in the footnote below.
F2	These Time RSUs were granted in connection with the Reporting Person's appointment to Executive Vice President and General Counsel. 33 1/3% of these Time RSUs vests on February 10 of each of 2024, 2025 and 2026.
F3	33 1/3% of the Time RSUs vest on February 19 of each of 2024, 2025 and 2026.
F4	0% to 150% of these Relative TSR Performance RSUs may vest on February 19, 2026 based on the Company's annualized total stockholder return ("TSR") performance ranking ("TSR Rank") relative to the constituent companies of the Standard & Poor's 500 Index for the three-year period ending December 31, 2025. The percentage of Relative TSR Performance RSUs that may vest will be (a) 0% if the TSR Rank is below the 30th percentile; (b) 50% if the TSR Rank is at the 30th percentile; (c) 100% if the TSR Rank is at the 55th percentile; and (d) 150% if the TSR Rank is at the 90th percentile or greater. If the TSR Rank is between the 30th and 55th percentiles or between the 55th and 90th percentiles, the percentage of Relative TSR Performance RSUs that may vest is determined using linear interpolation.
F5	0% to 150% of these Absolute TSR Performance RSUs may vest on February 19, 2026 based on the Company's annualized TSR for the three-year period ending December 31, 2025. The percentage of Absolute TSR Performance RSUs that may vest will be (a) 0% if TSR is below 6.5%; (b) 50% if TSR is 6.5%; (c) 100% if TSR is 11.5%; and (d) 150% if TSR is 16.5% or greater. If TSR is between 6.5% and 11.5% or between 11.5% and 16.5%, the percentage of Absolute TSR Performance RSUs that may vest is determined using linear interpolation.