ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On January 9, 2023, Crown Castle Inc. ("Company") entered into an underwriting agreement ("Underwriting Agreement") with BNP Paribas Securities Corp., J.P. Morgan Securities LLC, MUFG Securities Americas Inc., PNC Capital Markets LLC, RBC Capital Markets, LLC and Truist Securities, Inc., as Representatives for the several Underwriters ("Underwriters"), pursuant to which the Company agreed to issue and sell to the Underwriters $1,000,000,000 aggregate principal amount of the Company's 5.000% Senior Notes due 2028 in a registered public offering ("Offering") pursuant to the Company's shelf registration statement on Form S-3 (Registration File No. 333-254500). The Company intends to use the net proceeds of the Offering to repay outstanding indebtedness under its existing revolving credit facility and pay related fees and expenses.

For a complete description of the terms and conditions of the Underwriting Agreement, please refer to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto, and is incorporated herein by reference.

ITEM 8.01 - OTHER EVENTS

On January 9, 2023, the Company issued a press release announcing the commencement of the Offering. The Company's press release is filed as Exhibit 99.1 hereto, and is incorporated herein by reference.

On January 9, 2023, the Company issued a press release announcing the pricing of the Offering. The Company's press release is filed as Exhibit 99.2 hereto, and is incorporated herein by reference.

ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS



(d) Exhibits

                                 Exhibit Index

Exhibit
  No.                                    Description

 1.1          Underwriting Agreement, dated January 9, 2023, among the Company and
            BNP Paribas Securities Corp., J.P. Morgan Securities LLC, MUFG
            Securities Americas Inc., PNC Capital Markets LLC, RBC Capital
            Markets, LLC and Truist Securities, Inc., as Representatives for the
            several Underwriters

99.1          Press Release, dated January 9, 2023

99.2          Press Release, dated January 9, 2023

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

Cautionary Language Regarding Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements that are based on current expectations of management of the Company. Such statements include plans, projections and estimates regarding the proposed offering, including the net proceeds therefrom and the use of such proceeds. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including prevailing market conditions and other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected.

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