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What changed in OUTFRONT Media Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of OUTFRONT Media Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+308 added−357 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-28)

Top changes in OUTFRONT Media Inc.'s 2025 10-K

308 paragraphs added · 357 removed · 263 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

66 edited+9 added−7 removed86 unchanged
Biggest changePercentage of Total Revenues for the Year Ended December 31, 2024 Number of Displays as of December 31, 2024 (a) Location (Metropolitan Area) Billboard Transit Total (b) Billboard Displays Transit Displays Total Displays Percentage of Total Displays New York, NY 9 % 57 % 19 % 290 310,139 310,429 55 % Los Angeles, CA 15 8 13 4,165 48,061 52,226 9 Miami, FL 6 7 6 909 20,596 21,505 4 State of New Jersey 5 4 3,413 — 3,413 Houston, TX 5 4 1,065 166 1,231 San Francisco, CA 4 3 3 992 16,110 17,102 3 Tampa, FL 3 3 1,279 12 1,291 Detroit, MI 4 3 1,737 3,188 4,925 Atlanta, GA 4 2 3 1,802 773 2,575 Boston, MA 2 7 3 276 41,619 41,895 7 Dallas, TX 3 1 3 700 508 1,208 Washington D.C. 10 3 15 47,164 47,179 8 Chicago, IL 4 1 3 1,169 9,833 11,002 2 Phoenix, AZ 2 1 2 1,266 1,405 2,671 Orlando, FL 3 2 1,141 26 1,167 All other United States (c) 31 3 24 19,337 20,413 39,750 7 Other (d) — — — — — — Total United States 100 100 98 39,556 520,013 559,569 100 Canada (e) — — 2 — — — — Total 100 % 100 % 100 % 39,556 520,013 559,569 100 % Total revenues (in millions) $ 1,409.3 $ 383.8 $ 1,830.9 (a) All displays, including those reserved for transit agency use.
Biggest changePercentage of Total Revenues for the Year Ended December 31, 2025 Number of Displays as of December 31, 2025 (a) Location (Metropolitan Area) Billboard Transit Total (b) Billboard Displays Transit Displays Total Displays Percentage of Total Displays New York, NY 8 % 61 % 21 % 278 309,375 309,653 56 % Los Angeles, CA 14 7 12 3,702 47,607 51,309 9 Miami, FL 7 6 6 906 20,634 21,540 4 State of New Jersey 5 4 3,304 — 3,304 1 San Francisco, CA 4 4 4 983 15,797 16,780 3 Houston, TX 4 1 3 1,045 176 1,221 Chicago, IL 4 1 3 1,151 9,833 10,984 2 Boston, MA 2 6 3 275 41,670 41,945 8 Detroit, MI 4 3 1,708 — 1,708 Dallas, TX 4 1 3 682 453 1,135 Atlanta, GA 4 3 1,689 — 1,689 Washington D.C. 10 3 20 47,160 47,180 9 Tampa, FL 3 3 1,235 12 1,247 Orlando, FL 3 2 1,110 17 1,127 Phoenix, AZ 2 1 2 1,218 1,490 2,708 1 All other United States (c) 32 2 25 18,934 20,413 39,347 7 Other (b) — — — — — — Total 100 % 100 % 100 % 38,240 514,637 552,877 100 % Total revenues (in millions) $ 1,391.4 $ 431.2 $ 1,831.7 (a) All displays, including those reserved for transit agency use.
We have incurred, and we intend to incur, significant equipment deployment costs and capital expenditures, in the coming years to continue increasing the number of digital displays in our portfolio.
We have incurred significant equipment deployment costs and capital expenditures, and intend to incur significant capital expenditures in the coming years to continue increasing the number of digital displays in our portfolio.
We have not invested in, nor do we have any present intention to invest in, real estate mortgages, although we are not prohibited from doing so. 15 Financing and Leverage Policy We may, when appropriate, employ leverage and use debt as a means to finance growth in our business, refinance existing debt, to provide additional funds to distribute to stockholders, and/or for corporate purposes.
We have not invested in, nor do we have any present intention to invest in, real estate mortgages, although we are not prohibited from doing so. 15 Financing and Leverage Policy We may, when appropriate, employ leverage and use debt as a means to finance growth in our business, refinance existing debt, provide additional funds to distribute to stockholders, and/or for corporate purposes.
Additionally, no cybersecurity measures are impenetrable, and if a cybersecurity incident occurs, we could lose competitively sensitive proprietary business 14 information, disclose personally identifiable information, and/or suffer significant disruptions to our business operations, particularly our digital advertising displays, which could result in, among other things, regulatory investigations, legal proceedings and/or remedial actions relating to our cybersecurity measures. See “Item 1A.
Additionally, no cybersecurity measures are impenetrable, and if a cybersecurity incident occurs, we could lose competitively sensitive proprietary business information, disclose personally identifiable information, and/or suffer significant disruptions to our business operations, particularly our digital advertising displays, which could result in, among other things, regulatory investigations, legal proceedings and/or remedial actions relating to our cybersecurity measures. See “Item 1A.
We currently manage our operations through two reportable operating segments—(1) Billboard and (2) Transit . Prior to its sale, our Canadian operations comprised our International operating segment, which did not meet the criteria to be a reportable segment and accordingly, was included in Other .
We currently manage our operations through two reportable operating segments—(1) Billboard and (2) Transit . Prior to its sale in 2024, our Canadian operations comprised our International operating segment, which did not meet the criteria to be a reportable segment and accordingly, was included in Other .
Risk Factors—Risks Related to Our Business and Operations—Changes in regulations and consumer concerns regarding privacy, information security and data, or any failure or perceived failure to comply with these regulations or our internal policies, could negatively impact our business” and “Item 1A.
Risk Factors—Risks Related to Our 14 Business and Operations—Changes in regulations and consumer concerns regarding privacy, information security and data, or any failure or perceived failure to comply with these regulations or our internal policies, could negatively impact our business” and “Item 1A.
Increasing the number of digital displays in our prime audience locations is an important element of our organic growth strategy, as digital displays have the potential to attract 7 additional business from both new and existing customers.
Increasing the number of digital displays in our prime audience locations is an important element of our organic growth strategy, as digital displays have the potential to attract additional business from both new and existing customers.
Percentage of Total Billboard and Transit Revenues for the Year Ended December 31, Industry 2024 2023 2022 Entertainment 18 % 20 % 20 % Retail 12 11 11 Health/Medical 9 9 9 Legal Services/Lawyers 8 7 5 Technology 7 6 8 Miscellaneous Service Providers 5 5 5 Restaurants 4 4 5 Automotive 3 4 4 Consumer Packaged Goods 4 4 3 Education 4 4 3 Travel 3 4 3 Financial 4 3 4 Alcohol 3 3 3 Government/Political 3 3 3 Utilities 3 3 3 Real Estate 2 2 3 Non-Profit 2 2 2 Insurance 2 2 2 Other (a) 4 4 4 Total 100 % 100 % 100 % (a) No single industry in “Other” individually represents more than 2% of total revenues. 9 Diversification by Geography Our advertising structures and sites are geographically diversified across 34 states and Washington D.C.
Percentage of Total Billboard and Transit Revenues for the Year Ended December 31, Industry 2025 2024 2023 Entertainment 18 % 18 % 20 % Retail 11 12 11 Legal Services/Lawyers 10 8 7 Health/Medical 8 9 9 Technology 7 7 6 Financial 5 4 3 Travel 4 3 4 Restaurants 4 4 5 Education 4 4 4 Consumer Packaged Goods 4 4 4 Utilities 3 3 3 Government/Political 3 3 3 Automotive 3 4 4 Alcohol 3 3 3 Real Estate 2 2 2 Non-Profit 2 2 2 Insurance 2 2 2 Miscellaneous Service Providers 4 4 4 Other (a) 3 4 4 Total 100 % 100 % 100 % (a) No single industry in “Other” individually represents more than 2% of total revenues. 9 Diversification by Geography Our advertising structures and sites are geographically diversified across 34 states and Washington D.C.
See “—Acquisition and Disposition Activity.” Acquisition and Disposition Activity We regularly evaluate potential acquisitions, ranging from small transactions to larger acquisitions. On June 7, 2024, the Company completed the sale of the Canadian Business in the Transaction. In connection with the Transaction, the Company received C$410.0 million in cash, subject to certain purchase price adjustments. (See Item 8. Note 13.
See “—Acquisition and Disposition Activity.” Acquisition and Disposition Activity We regularly evaluate potential acquisitions, ranging from small transactions to larger acquisitions. On June 7, 2024, the Company completed the sale of the Canadian Business in the Transaction. In connection with the Transaction, the Company received C$410.0 million in cash, subject to certain purchase price adjustments. (See Item 8. Note 14.
A substantial proportion of these lease agreements allow us to abate rent and/or terminate the lease agreement in certain circumstances, which may include where the structure is obstructed, where there is a change in traffic flow and/or where the advertising value of the sign structure is otherwise impaired, providing us with flexibility in renegotiating the terms of our leases with landlords in those circumstances.
A substantial proportion of these lease agreements allow us to abate rent and/or terminate the lease agreement in certain circumstances, which may include when the structure is obstructed, when there is a change in traffic flow and/or when the advertising value of the sign structure is otherwise impaired, providing us with flexibility in renegotiating the terms of our leases with landlords in those circumstances.
Our number of digital displays is impacted by acquisitions, dispositions, management agreements, the net effect of new and lost billboards, and the net effect of won and lost franchises in the period. (b) On June 7, 2024, we completed the sale of the Canadian Business in the Transaction. (See Item 8., Note 13.
Our number of digital displays is impacted by acquisitions, dispositions, management agreements, the net effect of new and lost billboards, and the net effect of won and lost franchises in the period. (b) On June 7, 2024, we completed the sale of the Canadian Business in the Transaction. (See Item 8., Note 14.
As of December 31, 2024, of the senior notes issued by the Borrowers, $650.0 million aggregate principal amount of 5.000% Senior Unsecured Notes due 2027 (the “2027 Notes”), $500.0 million aggregate principal amount of 4.250% Senior Unsecured Notes due 2029 (the “2029 Notes”), $500.0 million aggregate principal amount of 4.625% Senior Unsecured Notes due 2030 (the “2030 Notes”) and $450.0 million aggregate principal amount of 7.375% Senior Secured Notes due 2031 (the “2031 Notes” and collectively with the 2027 Notes, the 2029 Notes and the 2030 Notes, the “Notes”) remain outstanding.
As of December 31, 2025, of the senior notes issued by the Borrowers, $650.0 million aggregate principal amount of 5.000% Senior Unsecured Notes due 2027 (the “2027 Notes”), $500.0 million aggregate principal amount of 4.250% Senior Unsecured Notes due 2029 (the “2029 Notes”), $500.0 million aggregate principal amount of 4.625% Senior Unsecured Notes due 2030 (the “2030 Notes”) and $450.0 million aggregate principal amount of 7.375% Senior Secured Notes due 2031 (the “2031 Notes,” and collectively with the 2027 Notes, the 2029 Notes and the 2030 Notes, the “Notes”) remain outstanding.
In addition, as of December 31, 2024, we have a $150.0 million revolving accounts receivable securitization facility (the “AR Facility”), which terminates in 2027, unless further extended.
In addition, as of December 31, 2025, we have a $150.0 million revolving accounts receivable securitization facility (the “AR Facility”), which terminates in 2027, unless further extended.
Historical operating results of our Canadian operations are included in Other (see Item 8., Note 19. Segment Information to the Consolidated Financial Statements) through the date of sale.
Historical operating results of our Canadian operations are included in Other (see Item 8., Note 20. Segment Information to the Consolidated Financial Statements) through the date of sale.
For 2024, as a result of our diverse base of customers in the U.S., no single industry contributed more than 18% of our total Billboard and Transit revenues.
For 2025, as a result of our diverse base of customers in the U.S., no single industry contributed more than 18% of our total Billboard and Transit revenues.
Therefore, we do not consider detailed information about any individual customer to be meaningful. 8 Diversification by Industry The following table sets forth information regarding the diversification of total Billboard and Transit revenues earned among different industries for 2024, 2023 and 2022.
Therefore, we do not consider detailed information about any individual customer to be meaningful. Diversification by Industry The following table sets forth information regarding the diversification of total Billboard and Transit revenues earned among different industries for 2025, 2024 and 2023.
As of December 31, 2024, our average initial investment required for a digital billboard display is approximately $250,000. We routinely invest capital in the maintenance and repair of our billboard and transit structures. This includes safety initiatives and replaced displays, as well as new billboard components such as panels, sections, catwalks, lighting and ladders.
As of December 31, 2025, our average initial investment required for a digital billboard display is approximately $260,000. We routinely invest capital in the maintenance and repair of our billboard and transit structures. This includes safety initiatives and replaced displays, as well as new billboard components such as panels, sections, catwalks, lighting and ladders.
On November 20, 2014, the Company changed its legal name to “OUTFRONT Media Inc.” and its common stock began trading on the New York Stock Exchange under the ticker symbol “OUT.” On June 7, 2024, we sold all of our equity interests in Outdoor Systems Americas ULC and its subsidiaries (the “Transaction”), which hold all of the assets of the Company’s outdoor advertising business in Canada (the “Canadian Business”).
On November 20, 2014, the Company changed its legal name to “OUTFRONT Media Inc.” and its common stock began trading on the New York Stock Exchange under the ticker symbol “OUT.” On June 7, 2024, we completed the sale of all of our equity interests in Outdoor Systems Americas ULC and its subsidiaries (the “Transaction”), which held all of the assets of the Company’s outdoor advertising business in Canada (the “Canadian Business”).
As our business grows, we place a priority on helping our employees build both their skills and careers. We provide regular and ongoing employee development and training, through among other things, our annual performance review process, and employee trainings in sales strategy, technology, safety, compliance, management and leadership skills.
As our business grows, we place a priority on helping our employees build both their skills and careers. We provide regular and ongoing employee development and training, through among other things, our annual performance review process, and employee trainings in consultative selling, technology, safety, compliance, management and leadership skills.
Additionally, we entered into marketing arrangements to sell advertising on 21 third-party digital billboard displays in the U.S. in 2024, compared to 46 third-party digital billboard displays in the U.S. in 2023 and 85 third-party digital billboard displays in the U.S. in 2022.
Additionally, we entered into marketing arrangements to sell advertising on 21 third-party digital billboard displays in the U.S. in 2025, compared to 21 third-party digital billboard displays in the U.S. in 2024 and 46 third-party digital billboard displays in the U.S. in 2023.
These structures are often located in areas where it is difficult or not permitted to build additional billboards under current laws, which enhances the value of our portfolio. We have a highly diversified portfolio of advertising sites. As of December 31, 2024, we had approximately 19,600 lease agreements with approximately 17,900 different landlords.
These structures are often located in areas where it is difficult or not permitted to build additional billboards under current laws, which enhances the value of our portfolio. We have a highly diversified portfolio of advertising sites. As of December 31, 2025, we had approximately 19,100 lease agreements with approximately 17,500 different landlords.
We believe out-of-home continues to be an attractive form of advertising, as our displays are always viewable and cannot be turned off, skipped, blocked or fast-forwarded.
We believe out-of-home continues to be an attractive and trusted form of advertising, as our displays have an IRL presence, are always viewable, and cannot be turned off, skipped, blocked or fast-forwarded.
We believe digital displays are attractive to our customers because they allow for the development of richer and more visually engaging messages, provide our customers with the flexibility both to target audiences and to quickly launch new advertising campaigns, and eliminate or greatly reduce print production and installation costs.
We believe digital displays are attractive to our customers because they allow for the development of richer and more visually engaging IRL media messaging, provide our customers with the flexibility both to connect with target audiences and to quickly launch new advertising campaigns, and eliminate or greatly reduce print and installation costs.
We require all our field operations team members to participate in an extensive training process and we reinforce and strictly manage these trainings throughout the year. Additionally, all of our company-owned vehicles have been installed with telematic monitoring systems.
We require all our field operations team members to participate in an extensive training process, which we reinforce with trainings throughout the year. Additionally, all of our company-owned vehicles have been installed with telematic monitoring systems.
Since 2014, the Borrowers have also been parties to agreements governing our standalone letter of credit facilities. As of December 31, 2024, we had issued letters of credit totaling approximately $65.0 million under our aggregate $81.0 million standalone letter of credit facilities.
Since 2014, the Borrowers have also been parties to agreements governing our standalone letter of credit facilities. As of December 31, 2025, we had issued letters of credit totaling approximately $67.2 million under our aggregate $81.0 million standalone letter of credit facilities.
We built, converted or replaced 6,664 digital transit and other displays in the U.S. in 2024, and 5,624 digital transit and other displays in the U.S. in 2023. Our total number of digital displays is impacted by acquisitions, dispositions, management agreements and the net effect of new and lost billboards and the net effect of won and lost franchises.
We built, converted or replaced 1,170 digital transit and other displays in the U.S. in 2025, and 6,664 digital transit and other displays in the U.S. in 2024. Our total number of digital displays is impacted by acquisitions, dispositions, management agreements and the net effect of new and lost billboards and the net effect of won and lost franchises.
See “—Growth Strategy.” We built or converted 89 digital billboard displays in the U.S. in 2024, compared to 84 digital billboard displays in the U.S. in 2023, and 110 digital billboard displays in the U.S. in 2022.
See “—Growth Strategy.” We built or converted 103 digital billboard displays in the U.S. in 2025, compared to 89 digital billboard displays in the U.S. in 2024, and 84 digital billboard displays in the U.S. in 2023.
Despite our status as a REIT, we will be subject to certain U.S. federal, state and local taxes on our income or property and the income of our TRSs will be subject to taxation at regular corporate rates. Growth Strategy Continue Increasing the Number of Digital Displays in our Portfolio.
Despite our status as a REIT, we will be subject to certain U.S. federal, state and local taxes on our income or property and the income of our TRSs will be subject to taxation at regular corporate rates. 7 Growth Strategy Continue the Digitization of our Portfolio.
Culture plays an important role in the way we conduct business and attract talent and, as such, we actively promote a culture of collaboration, creativity, inclusivity and ownership throughout the employee experience. Our People As of December 31, 2024, we had a total of 2,149 employees. As of December 31, 2024, 920 employees were sales and sales-related personnel.
Culture plays an important role in the way we conduct business and attract talent and, as such, we actively promote a culture of collaboration, creativity, inclusivity and ownership throughout the employee experience. Our People As of December 31, 2025, we had a total of 1,986 employees. As of December 31, 2025, 788 employees were sales and sales-related personnel.
We expect the U.S. to continue to try to impose such laws as a way of increasing their revenue and restricting outdoor advertising.
We expect federal, state and local governments in the U.S. to continue to try to impose such laws as a way of increasing their revenue and restricting outdoor advertising.
Our inventory consists of billboard displays, which are primarily located on the most heavily traveled highways and roadways in top Nielsen Designated Market Areas (“DMAs”), and transit advertising displays operated under exclusive multi-year contracts with municipalities in large cities across the U.S.
We are one of the largest providers of advertising space on out-of-home advertising structures and sites across the U.S. Our inventory consists of billboard displays primarily located on the most heavily traveled highways and roadways in top Nielsen Designated Market Areas (“DMAs”), and transit advertising displays operated under exclusive multi-year contracts with municipalities in large cities across the U.S.
Since contract terms are short-term in nature, revenues by year of contract expiration are not considered meaningful. Our transit businesses require us to periodically obtain and renew contracts with municipalities and other governmental entities.
Since contract terms are short-term in nature, revenues by year of contract expiration are not considered meaningful. 11 Our transit businesses involve periodically obtaining and renewing contracts with municipalities and other governmental entities.
As of December 31, 2024, 2,139, or 99.5%, of our employees were full-time employees and 10, or 0.5%, were part-time employees. Some of these employees are represented by labor unions and are subject to collective bargaining agreements. Hiring, developing and retaining employees is important to our business.
As of December 31, 2025, 1,981, or 99.7%, of our employees were full-time employees and five, or 0.3%, were part-time employees. Some of these employees are represented by labor unions and are subject to collective bargaining agreements. Hiring, developing and retaining employees is important to our business.
Further, out-of-home advertising can be an effective “stand-alone” medium, as well as an integral part of a campaign to reach audiences using multiple forms of media, including television, radio, print, online, mobile and social media advertising platforms. We provide our customers with a differentiated advertising solution at an attractive price point relative to other forms of advertising.
Further, out-of-home advertising can be an effective stand-alone medium, as well as an integral part of a campaign using multiple forms of media (including online, mobile and social media advertising platforms) that bridges commerce, culture and community. We provide our customers with a differentiated advertising solution at an attractive price point relative to other forms of advertising.
Digital Revenues (in millions) for the Year Ended Number of Digital Displays (a) as of Location Digital Billboard Digital Transit Total Digital Revenues Digital Billboard Displays Digital Transit Displays Total Digital Displays December 31, 2024: United States $ 436.9 $ 164.8 $ 601.7 1,935 28,388 30,323 Canada (b) 11.5 1.1 12.6 — — — Total $ 448.4 $ 165.9 $ 614.3 1,935 28,388 30,323 December 31, 2023: United States $ 409.5 $ 143.7 $ 553.2 1,874 21,593 23,467 Canada (b) 32.2 2.9 35.1 317 101 418 Total $ 441.7 $ 146.6 $ 588.3 2,191 21,694 23,885 December 31, 2022: United States $ 368.5 $ 137.1 $ 505.6 1,702 15,998 17,700 Canada (b) 32.3 2.0 34.3 268 78 346 Total $ 400.8 $ 139.1 $ 539.9 1,970 16,076 18,046 (a) Digital display amounts include 6,089 displays reserved for transit agency use in 2024, 4,980 in 2023 and 4,374 in 2022.
Digital Revenues (in millions) for the Year Ended Number of Digital Displays (a) as of Location Digital Billboard Digital Transit Total Digital Revenues Digital Billboard Displays Digital Transit Displays Total Digital Displays December 31, 2025: United States $ 434.3 $ 214.8 $ 649.1 1,928 29,493 31,421 December 31, 2024: United States $ 436.9 $ 164.8 $ 601.7 1,935 28,388 30,323 Canada (b) 11.5 1.1 12.6 — — — Total $ 448.4 $ 165.9 $ 614.3 1,935 28,388 30,323 December 31, 2023: United States $ 409.5 $ 143.7 $ 553.2 1,874 21,593 23,467 Canada (b) 32.2 2.9 35.1 317 101 418 Total $ 441.7 $ 146.6 $ 588.3 2,191 21,694 23,885 (a) Digital display amounts include 6,505 displays reserved for transit agency use in 2025, 6,089 in 2024 and 4,980 in 2023.
In the opinion of management, our outdoor advertising sites and structures are adequately covered by insurance. 11 Contract Expirations We derive revenues primarily from providing advertising space to customers on our advertising structures and sites. Our contracts with customers generally cover periods ranging from four weeks to one year and are generally billed every four weeks.
Contract Expirations We derive revenues primarily from providing advertising space to customers on our advertising structures and sites. Our traditional contracts with customers generally cover periods ranging from four weeks to one year and are generally billed every four weeks.
This allows the Company to proactively monitor our employees to ensure they are following the best practices in defensive driving, which in turn, should create a safer environment for our employees and the people in the markets we serve, along with mitigating our insurance costs.
This allows us to proactively monitor, coach, and improve our employees’ driving behaviors, and facilitates defensive driving practices, which in turn, should create a safer environment for our employees and the people in the markets we serve, along with mitigating our insurance costs.
The Company, along with Outfront Media Capital LLC (“Finance LLC”) and Outfront Media Capital Corporation (“Finance Corp.” and together with Finance LLC, the “Borrowers”) and other guarantor subsidiaries party thereto, are parties to a credit agreement, dated as of January 31, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), pursuant to which the Borrowers may borrow funds under a $500.0 million revolving credit facility, which matures in 2028 (the “Revolving Credit Facility”) and have incurred outstanding indebtedness of $400.0 million under a term loan due in 2026 (the “Term Loan,” together with the Revolving Credit Facility, the “Senior Credit Facilities”).
The Company, along with its wholly-owned subsidiaries, Outfront Media Capital LLC and Outfront Media Capital Corporation (together, the “Borrowers”), and other guarantor subsidiaries party thereto, are parties to a credit agreement, dated as of September 24, 2025 (the “Credit Agreement”), pursuant to which the Borrowers may borrow funds under a $500.0 million revolving credit facility, which matures in 2030 (the “Revolving Credit Facility”) and have incurred outstanding indebtedness of $500.0 million under a term loan due in 2032 (the “Term Loan,” together with the Revolving Credit Facility, the “Senior Credit Facilities”).
Los Angeles contributed 15% of total billboard revenues in 2023 and contributed 16% of total billboard revenues in 2022. New York contributed 10% of total billboard revenues in each of 2023 and 2022. For additional information regarding revenues for our billboard displays and transit displays by segment, see “Item 7.
Los Angeles contributed 15% of total billboard revenues in each of 2024 and 2023. New York contributed 9% of total billboard revenues in 2024 and 10% in 2023. For additional information regarding revenues for our billboard displays and transit displays by segment, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8. Financial Statements and Supplementary Data.” 10 Renovation, Improvement and Development The following table sets forth information regarding our digital displays.
Financial Statements and Supplementary Data.” 10 Renovation, Improvement and Development The following table sets forth information regarding our digital displays.
We also recognize the efforts of our employees with a variety of equity, cash and non-cash awards, such as our annual OUTShine! awards, our FastStart awards and our President’s Club trips. We continually monitor our employee turnover rates. In 2024, we experienced lower total employee turnover of 12% compared to 13% in 2023 and 14% in 2022.
We also recognize the efforts of our employees with a variety of equity, cash and non-cash awards. We continually monitor our employee turnover rates. In 2025, we experienced higher total employee turnover of 19% compared to 12% in 2024, and 13% in 2023.
We have deployed state-of-the-art digital transit displays in connection with several transit franchises we operate and we expect to continue these deployments over the coming years, but at a slower pace than our historical deployments. Revenues generated on our network of digital transit displays are generally higher than revenues generated on a comparable portfolio of our static transit displays.
We have deployed state-of-the-art digital transit displays in connection with several transit franchises we operate. Revenues generated on our network of digital transit displays are generally higher than revenues generated on a comparable portfolio of our static transit displays.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources”), stock dividends and similar transactions, and stock-based employee and consultant compensation, in the past four years, we have not offered or issued debt securities, common stock, preferred stock, convertible securities, options to purchase common stock or any other securities in exchange for property or any other purpose.
Except in connection with the Notes, stock dividends and similar transactions, and stock-based employee compensation, in the past four years, we have not offered or issued debt securities, common stock, preferred stock, convertible securities, options to purchase common stock or any other securities in exchange for property or any other purpose.
We have deployed state-of-the-art digital transit displays in connection with several transit franchises we operate and we expect to continue these deployments over the coming years, but at a slower pace than our historical deployments. We intend to incur significant equipment deployment costs and capital expenditures in coming years to continue increasing the number of digital displays in our portfolio.
We have deployed state-of-the-art digital transit displays in connection with several transit franchises we operate. We intend to incur significant capital expenditures in coming years to continue increasing the number of digital displays in our portfolio.
The breadth and depth of our portfolio provides our customers with a range of options to address their marketing objectives, from national, brand-building campaigns to hyper-local campaigns that drive customers to the advertiser’s website or retail location “one mile down the road.” In addition to providing location-based displays, we also focus on delivering mass and targeted audiences to our customers.
The breadth and depth of our portfolio provides our customers with a range of options to address their marketing objectives by elevating brand influence and credibility through enterprise or commercial brand-building campaigns. In addition to providing location-based displays, we also focus on delivering mass and targeted audiences to our customers.
As the owner or operator of various real properties and facilities, we must comply with various federal, state and local environmental, health and safety laws and regulations in the U.S.. We and our properties are subject to such laws and regulations related to the use, storage, disposal, emission and release of hazardous and nonhazardous substances and employee health and safety.
As the owner or operator of various real properties, sites and facilities, we must comply with various federal, state and local environmental, health and safety laws and regulations in the U.S.
Three years later, a predecessor of CBS acquired Outdoor Systems, Inc., which represented the consolidation of the outdoor advertising assets of large national operators such as 3M National, Gannett Outdoor (and its Canadian assets held in the name Mediacom) and many local operators in North America. 6 On April 2, 2014, the Company completed an initial public offering (the “IPO”) of its common stock under the name “CBS Outdoor Americas Inc.” On July 16, 2014, CBS completed a registered offer to exchange 97,000,000 shares of our common stock that were owned by CBS for outstanding shares of CBS Class B common stock (“the Exchange Offer”).
On April 2, 2014, the Company completed an initial public offering (the “IPO”) of its common stock under the name “CBS Outdoor Americas Inc.” On July 16, 2014, CBS completed a registered offer to exchange 97,000,000 shares of our common stock that were owned by CBS for outstanding shares of CBS Class B common stock (“the Exchange Offer”).
Governmental regulation of advertising displays also limits our installation of additional advertising displays, restricts advertising displays to governmentally controlled sites or permits the installation of advertising displays in a manner that could benefit our competitors disproportionately, any of which could have an adverse effect on our business, financial condition and results of operations.
In addition, from time to time, third parties or local governments commence proceedings in which they assert that we own or operate structures that are not properly permitted or otherwise in strict compliance with applicable law. 13 Governmental regulation of advertising displays also limits our installation of additional advertising displays, restricts advertising displays to governmentally controlled sites or permits the installation of advertising displays in a manner that could benefit our competitors disproportionately, any of which could have an adverse effect on our business, financial condition and results of operations.
Item 1. Business. Overview OUTFRONT Media is a real estate investment trust (“REIT”), which provides advertising space (“displays”) on out-of-home advertising structures and sites in the United States (the “U.S.”). We are one of the largest providers of advertising space on out-of-home advertising structures and sites across the U.S.
Item 1. Business. Overview OUTFRONT Media is a real estate investment trust (“REIT”) that provides advertising space (“displays”) on out-of-home advertising structures and sites in the United States (the “U.S.”), enabling advertisers to engage with audiences in high-impact in-real-life (“IRL”) moments and environments.
See “—Acquisition and Disposition Activity.” There can be no assurances that any transactions currently being evaluated will be consummated or, if consummated, that such transactions would prove beneficial to us. Further, our national footprint in the U.S. provides us with an attractive platform on which to add additional advertising structures and sites.
See “—Acquisition and Disposition Activity.” There can be no assurances that any transactions currently being evaluated will be consummated or, if consummated, that such transactions would prove beneficial to us.
Our maintenance capital expenditures were $21.7 million in 2024, $30.2 million in 2023 and $25.5 million in 2022. Maintenance capital expenditures also include spending on software and technology, and office facilities renovations.
Our maintenance capital expenditures were $30.6 million in 2025, $21.7 million in 2024 and $30.2 million in 2023. Maintenance capital expenditures also include spending on software and technology, and office facilities renovations. In the opinion of management, our outdoor advertising sites and structures are adequately covered by insurance.
By providing a consistent and standardized audience measurement metric and overlaying increasingly available and reliable third-party data and attribution, we are able to help advertisers target increasingly mobile audiences with effective media plans in the out-of-home environment for both static and digital displays.
By providing standardized audience measurement metrics and overlaying increasingly available and reliable third-party data and attribution, we can help advertisers plan, target, and measure effective out-of-home campaigns across both static and digital displays.
Programmatic and direct sale advertising platforms allow out-of-home advertising companies to lease displays to customers at competitive rates through an online bidding process or through a direct sale process, and we continue to seek strategic opportunities to increase our participation in these platforms.
Programmatic and direct sale advertising platforms allow out-of-home advertising companies to lease displays to customers at competitive rates through an online bidding process or through a direct sale process, and we have pursued, and continue to pursue, strategic opportunities to increase our participation in these platforms. 8 Our Portfolio of Outdoor Advertising Structures and Sites Diversification by Customer For the year ended December 31, 2025, no individual customer represented more than 2% of total Billboard and Transit revenues.
(b) Includes revenues related to the Canadian Business and third-party digital equipment sales. (c) No single location (metropolitan area) in “All other United States” individually represents more than 2% of total revenues. (d) Includes revenues from third-party digital equipment sales. (e) On June 7, 2024, we completed the sale of the Canadian Business in the Transaction.
(b) Includes revenues from third-party digital equipment sales. (c) No single location (metropolitan area) in “All other United States” individually represents more than 2% of total revenues. The New York and Los Angeles metropolitan areas contributed 57% and 8%, respectively, of total transit revenues in 2024 and 52% and 9%, respectively, of total transit revenues in 2023.
Our scale gives us advantages in driving additional revenues and reducing operating costs from acquired billboards. We believe that there is significant opportunity for additional industry consolidation, and we will evaluate opportunities to acquire additional out-of-home advertising businesses and structures and sites on a case-by-case basis. Continued Adoption & Refinement of Audience Measurement Systems; Utilization of Data/Analytics.
Further, the scale of our footprint in the U.S. allows us to efficiently manage and optimize our portfolio of advertising structures and sites, and to drive additional revenues and reduce operating costs from acquired billboards. We believe that there is significant opportunity for additional industry consolidation, and we will evaluate strategic transaction opportunities on a case-by-case basis.
We have encountered some existing regulations in the U.S. that restrict or prohibit these types of digital displays.
We intend to expand the deployment of digital billboards that display digital advertising copy from various advertisers that change up to several times per minute. We have encountered some existing regulations in the U.S. that restrict or prohibit these types of digital displays.
In total, we have displays in all of the 25 largest markets in the U.S. and approximately 120 markets in the U.S. Our top market, high-profile, location-focused portfolio includes sites in and around both Grand Central Station and Times Square in New York, various locations along Sunset Boulevard in Los Angeles, and the Bay Bridge in San Francisco.
In total, we have displays in approximately 120 markets across the U.S., including the 25 largest markets in the U.S. Our top market, location-focused portfolio includes sites in and around New York City, Los Angeles and San Francisco, where public spaces can turn into platforms for creativity, connection and cultural relevance.
We believe that in order to effectively connect diverse audiences across markets, we need a workforce that reflects the diversity of the communities we represent and in which we operate. One of our basic principles is treating everyone with dignity and respect, and we believe it is our responsibility to respect all cultures, backgrounds, ethnicities, genders and sexual orientations.
We believe that in order to effectively connect diverse audiences across markets, we need a workforce that reflects the diversity of the communities we represent and in which we operate. Our commitment to inclusive collaboration is reflected in the work of our Culture & Inclusion Advisory Council and seven active employee resource groups (“ERGs”).
We focus heavily on inventory management and advertising rate to improve average revenue per display (yield) over time across our portfolio of advertising structures and sites. By carefully managing our pricing on a market-by-market and display-by-display basis, we aim to improve profitability. We believe that closely monitoring pricing and improving pricing discipline will provide strong potential revenue enhancement.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Drive Revenue Growth Velocity and Brand Expansion. We focus heavily on inventory management and advertising rate to improve average revenue per display (yield) over time across our portfolio of advertising structures and sites.
This distribution requirement may be satisfied by making distributions to our common stockholders, our preferred stockholders (including holders of Series A Preferred Stock, as defined and described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Equity—Series A Preferred Stock Issuance”) or a combination of our stockholders.
This distribution requirement may be satisfied by making distributions to our common stockholders, our preferred stockholders, if any, or a combination of our stockholders.
Voluntary turnover decreased in 2024 compared to 2023 and decreased in 2023 compared to 12 2022. We believe that our culture, competitive compensation and development opportunities have contributed to the low turnover at the Company. Diversity, Equity and Inclusion We are committed to promoting an inclusive working environment.
Voluntary turnover increased slightly in 2025 compared to 2024, and decreased in 2024 compared to 2023. 12 Culture and Inclusion We are committed to promoting an inclusive working environment. Inclusion is a core value and driver of our business that we believe positions our employees to reach their full potential and contribute to our collective success.
We believe the refinement of the out-of-home advertising industry’s audience measurement system, Geopath, and alternative measurement systems, including our proprietary smartSCOUT system, will enhance the value of the out-of-home medium by providing customers with improved audience measurement and the ability to target by demographic characteristics.
We believe the continued evolution of out-of-home advertising audience measurement systems, including Geopath and alternative measurement systems, can enhance the value of the out-of-home medium, including transit inventory, by improving audience measurement and enabling more precise demographic and location-based targeting.
Consider Selected Acquisition Opportunities. As part of our growth strategy, we frequently evaluate strategic opportunities to acquire new businesses and assets. Consistent with this strategy, we regularly evaluate potential acquisitions, ranging from small transactions to larger acquisitions.
As part of our growth strategy, we frequently evaluate strategic opportunities to acquire or divest businesses, assets or digital technology, directly or in connection with joint ventures (including buy/sell arrangements with joint venture partners) or in connection with other strategic transactions.
We take the health and safety of our employees very seriously. That is why we have adopted a preventive culture and follow and enforce a strict set of safety guidelines and training processes under the supervision of our Vice President of Operations Effectiveness and Safety. Our comprehensive training program is another essential aspect to promoting the safety of our employees.
We take the health and safety of our employees very seriously. Our safety programs are developed, managed, and enforced by our National Safety Council, which consists of our operations senior leadership and risk management team, licensed and certified safety professionals, and technical experts. Our comprehensive training program is another essential aspect to promoting the safety of our employees.
However, we expect our annual equipment deployment cost spending with respect to the New York Metropolitan Transportation Authority (the “MTA”) transit franchise will decline now that we have substantially completed our initial deployment during 2024. See “—Renovation, Improvement and Development” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Drive Enhanced Revenue Management.
Our annual costs with respect to the New York Metropolitan Transportation Authority (the “MTA”) transit franchise will be primarily focused on maintenance of existing MTA display locations for the remainder of the Amended Term (as defined below). See “—Renovation, Improvement and Development” and “Item 7.
New refinements and new providers, as well as the inclusion of transit metrics, will make measurement options more robust. As part of our technology platform, we are developing solutions for enhanced demographic and location targeting. We have also added attribution solutions for advertisers looking to measure specific key performance indicators.
As part of our investments in our technology platform, we plan to develop digital out-of-home offerings and capabilities that support full-funnel advertising objectives, which may include end-to-end campaign processing and automation, research and measurement, and demographic and location-based targeting. We have also added attribution solutions for advertisers seeking to measure key performance indicators and campaign outcomes.
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Geopath, the out-of-home advertising industry’s audience measurement system, enables us to build campaigns based on the size and demographic composition of audiences. As part of our technology platform, we are developing solutions for enhanced demographic and location targeting, and engaging ways to connect with consumers on-the-go.
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As part of our investments in our technology platform, we are developing digital out-of-home offerings and capabilities that support full-funnel advertising objectives, including end-to-end campaign processing and automation, research and measurement, and demographic and location-based targeting.
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Our Portfolio of Outdoor Advertising Structures and Sites Diversification by Customer For the year ended December 31, 2024, no individual customer represented more than 2% of total Billboard and Transit revenues.
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Three years later, a predecessor of CBS acquired Outdoor Systems, Inc., which represented the consolidation of the outdoor advertising assets of large national 6 operators such as 3M National, Gannett Outdoor (and its Canadian assets held in the name Mediacom) and many local operators in North America.
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(See Item 8., Note 13. Acquisition and Dispositions : Dispositions : Canadian Business to the Consolidated Financial Statements). The New York and Los Angeles metropolitan areas contributed 52% and 9%, respectively, of total transit revenues in 2023 and 52% and 11%, respectively, of total transit revenues in 2022.
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We also focus on brand expansion among new and existing clients and within new and existing industry verticals through the use of dedicated enterprise and commercial sales teams.
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Our diversity, equity and inclusion program is led by an advisory council and the Company’s co-Chief Diversity Officers as well as our Chief Human Resources Officer, and is charged with providing programs that focus on the value of diversity, equity and inclusion to the Company’s culture, including employee resource groups, diversity and inclusion training and events, presentations by keynote speakers, and internship programs, all of which support inclusion and belonging for all employees, including members of underrepresented communities.
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By carefully managing our pricing on a market-by-market and display-by-display basis, providing value-add IRL brand experiences to clients (including production and creative services), and developing experiential sports marketing and retail media advertising partnerships, we aim to improve profitability. Consider Strategic Transaction Opportunities.
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In addition, from time to time, third parties or 13 local governments commence proceedings in which they assert that we own or operate structures that are not properly permitted or otherwise in strict compliance with applicable law.
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Consistent with this strategy, we regularly evaluate potential acquisitions, ranging from small transactions to larger acquisitions, which transactions and transaction-related expenses will be funded through cash on hand, additional borrowings, equity or other securities, or some combination thereof.
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Historically, with the exception of safety upgrades, we have not incurred significant expenditures to comply with these laws. We intend to expand the deployment of digital billboards that display digital advertising copy from various advertisers that change up to several times per minute.
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Investing in Advanced Advertising Technology and Data Tools. We believe the continued evolution of the out-of-home advertising audience measurement systems, including Geopath and alternative measurement systems, can enhance the value of the out-of-home medium, including transit inventory, by improving audience measurement and enabling more precise demographic and location-based targeting.
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Except in connection with the Notes and the Series A Preferred Stock (each as defined and described in “Item 7.
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The increase in employee turnover rates in 2025 was primarily due to a restructuring and reduction in force plan, completed in June 2025, intended to achieve the Company’s strategic goals of increasing sales demand, enhancing customer experience, optimizing internal cost efficiencies, and realigning its organization.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeBusiness—Our Portfolio of Outdoor Advertising Structures and Sites.” In addition, disasters, acts of terrorism, disease outbreaks and pandemics (such as the COVID-19 pandemic), hostilities, wars, political uncertainty, changes in governmental fiscal and trade policies (such as tariffs), extraordinary weather events (such as hurricanes and wildfires), power outages, technological changes and shifts in market demographics and transportation patterns (including reductions in foot traffic, roadway traffic, commuting, transit ridership and overall target audiences due to remote work, safety concerns or otherwise) caused by the foregoing or otherwise, could interrupt our ability to build, deploy, and/or display advertising on, advertising structures and sites, and/or lead to a reduction in economic certainty and advertising expenditures.
Biggest changeBusiness—Our Portfolio of Outdoor Advertising Structures and Sites.” In addition, disasters, acts of terrorism, disease outbreaks and pandemics (such as the COVID-19 pandemic and related restrictions), hostilities, wars, political uncertainty (such as government shutdowns), changes in governmental fiscal and trade policies (such as tariffs), industry shutdowns or slowdowns (including due to labor strikes), extraordinary weather events (such as hurricanes and wildfires), power outages, technological changes and shifts in market demographics and transportation patterns (including reductions in foot traffic, roadway traffic, commuting, transit ridership and overall target audiences due to remote work, safety concerns or otherwise) caused by the foregoing or otherwise, may (i) interrupt our ability to build, deploy, and/or display advertising on, advertising structures and sites; (ii) delay our ability to develop and enhance our products and services; (iii) reduce or curtail our customers’ advertising expenditures and overall demand for our services; (iv) increase the volatility of our customers’ advertising expenditure patterns from period-to-period through short-notice purchases, purchase deferrals, purchase cancellations or otherwise; (v) extend delays in the collection of certain earned advertising revenues from our customers; (vi) limit our access to the capital markets and the leveraged finance markets on reasonable pricing or other terms or at all; and (vii) cause us to fail to satisfy our contractual obligations and/or need to seek relief from our contractual obligations that we may be unable to receive from our counterparties, any of which could have a material adverse effect on our business, financial condition and results of operations.
We also compete with other media, including online, mobile and social media advertising platforms and traditional platforms (such as television, radio, print and direct mail marketers). In addition, we compete with a wide variety of out-of-home media, including advertising in shopping centers, airports, movie theaters, supermarkets and taxis.
We also compete with other media, including online, mobile and social media advertising platforms and traditional advertising platforms (such as television, radio, print and direct mail marketers). In addition, we compete with a wide variety of out-of-home media, including advertising in shopping centers, airports, movie theaters, supermarkets and taxis.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” Our level of debt could have important consequences, including: • making it more difficult for us to satisfy our obligations with respect to the Notes and our other debt; • requiring us to dedicate a substantial portion of our cash flow from operations to payments on indebtedness, thereby reducing the availability of cash flow to fund acquisitions, working capital, capital expenditures, and strategic business development efforts and other corporate purposes; • increasing our vulnerability to and limiting our flexibility in planning for, or reacting to, changes in the business, the industries in which we operate, the economy and governmental regulations; • limiting our ability to make strategic acquisitions or causing us to make non-strategic divestitures; • exposing us to the risk of rising interest rates as borrowings under the Senior Credit Facilities and the AR Facility are subject to variable rates of interest; • placing us at a competitive disadvantage compared to our competitors that have less debt; and • limiting our ability to borrow additional funds.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” 23 Our level of debt could have important consequences, including: • making it more difficult for us to satisfy our obligations with respect to the Notes and our other debt; • requiring us to dedicate a substantial portion of our cash flow from operations to payments on indebtedness, thereby reducing the availability of cash flow to fund acquisitions, working capital, capital expenditures, and strategic business development efforts and other corporate purposes; • increasing our vulnerability to and limiting our flexibility in planning for, or reacting to, changes in the business, the industries in which we operate, the economy and governmental regulations; • limiting our ability to make strategic acquisitions or causing us to make non-strategic divestitures; • exposing us to the risk of rising interest rates as borrowings under the Senior Credit Facilities and the AR Facility are subject to variable rates of interest; • placing us at a competitive disadvantage compared to our competitors that have less debt; and • limiting our ability to borrow additional funds.
The Credit Agreement and the indentures governing the Notes contain a number of restrictive covenants that impose significant operating and financial restrictions on us and our subsidiaries and limit our ability to engage in actions that may be in our long-term best interests, including restrictions on our and our subsidiaries’ ability to: • incur additional indebtedness; • pay dividends on, repurchase or make distributions in respect of our capital stock (other than dividends or distributions necessary for us to maintain our REIT status, subject to certain conditions); • make investments or acquisitions; • sell, transfer or otherwise convey certain assets; • change our accounting methods; • create liens; • enter into agreements restricting the ability to pay dividends or make other intercompany transfers; • consolidate, merge, sell or otherwise dispose of all or substantially all of our or our subsidiaries’ assets; • enter into transactions with affiliates; 24 • prepay certain kinds of indebtedness; • issue or sell stock of our subsidiaries; and • change the nature of our business.
The Credit Agreement and the indentures governing the Notes contain a number of restrictive covenants that impose significant operating and financial restrictions on us and our subsidiaries and limit our ability to engage in actions that may be in our long-term best interests, including restrictions on our and our subsidiaries’ ability to: • incur additional indebtedness; • pay dividends on, repurchase or make distributions in respect of our capital stock (other than dividends or distributions necessary for us to maintain our REIT status, subject to certain conditions); • make investments or acquisitions; • sell, transfer or otherwise convey certain assets; • change our accounting methods; • create liens; • enter into agreements restricting the ability to pay dividends or make other intercompany transfers; • consolidate, merge, sell or otherwise dispose of all or substantially all of our or our subsidiaries’ assets; • enter into transactions with affiliates; • prepay certain kinds of indebtedness; • issue or sell stock of our subsidiaries; and • change the nature of our business.
Business—Regulation.” If there are changes in laws and regulations affecting outdoor advertising at any level of government (including by modification, replacement or invalidation in response to third party legal challenges, competitor lobbying efforts or otherwise), if there are changes in the enforcement of regulations or if there are allegations of noncompliance with laws or regulations that we are unable to resolve, our structures and sites could be subject to removal or modification and/or prevailing competitive conditions in our markets could be affected in a variety of ways, which could have an adverse effect on our business, financial condition and results of operations.
Business—Regulation.” If there are changes in laws and regulations affecting outdoor advertising at any level of government (including by modification, replacement or invalidation in response to third party legal challenges, competitor lobbying efforts or otherwise), if there are changes or inconsistencies in the enforcement of regulations or if there are allegations of noncompliance with laws or regulations that we are unable to resolve, our structures and sites could be subject to removal or modification and/or prevailing competitive conditions in our markets could be affected in a variety of ways, which could have an adverse effect on our business, financial condition and results of operations.
Further, we face the risk of claims that we have infringed third parties’ intellectual property rights with respect to our digital display platform, digital displays and/or any other new products we develop, which could be expensive and time consuming to defend, could require us to alter our digital display platform, digital displays and/or any new products, prevent us from selling advertising on and/or using our digital display platform, digital displays and/or any new products, and/or could require us to pay license, royalty or other fees to third parties in order to continue using our digital display platform, digital displays and/or any new products.
Further, we face the risk of claims that we have infringed third parties’ intellectual property rights with respect to our digital display platform, digital displays and/or any other new products or services we develop, which could be expensive and time consuming to defend, could require us to alter our digital display platform, digital displays and/or any new products or services, prevent us from selling advertising on and/or using our digital display platform, digital displays and/or any new products or services, and/or could require us to pay license, royalty or other fees to third parties in order to continue using our digital display platform, digital displays and/or any new products or services.
As a result of the REIT organizational and operational requirements described above, we may not be able to fund future capital needs, including any necessary acquisition financing, solely from operating cash flows. Consequently, we expect to rely on third-party capital market sources for debt or equity financing to fund our business strategy.
As a result of the REIT organizational and operational requirements described above, we may not be able to fund future capital needs, including any necessary acquisition financing, solely from operating cash flows. Consequently, we expect to rely on 28 third-party capital market sources for debt or equity financing to fund our business strategy.
Additionally, many states require similar compensation (or relocation) with regard to compelled removals of lawful billboards in other locations, although the methodology used to determine such compensation varies by jurisdiction. Some local governments in the U.S. have attempted to force the removal of billboards after a period of years under a concept called amortization.
Additionally, many states require similar compensation (or relocation) with regard to compelled removals of lawful billboards in other locations, although the methodology used to determine such compensation varies by jurisdiction. Some local governments in the U.S. have attempted 20 to force the removal of billboards after a period of years under a concept called amortization.
In addition, we have entered into separate indemnification agreements with each of our directors. Each indemnification agreement provides, among other things, for indemnification as provided in the agreement and otherwise to the fullest extent permitted by law and our charter and bylaws against judgments, fines, penalties, amounts paid in settlement and reasonable expenses, including attorneys’ fees.
In addition, we have entered into separate indemnification agreements with each of our directors. Each indemnification agreement provides, among other things, for indemnification as provided in the agreement and otherwise to the fullest extent permitted by law and our charter and bylaws against judgments, fines, penalties, amounts paid in settlement and reasonable 27 expenses, including attorneys’ fees.
These acquisitions or transactions could be material, and involve numerous risks, including: 21 • acquisitions or other strategic transactions may prove unprofitable and/or fail to generate anticipated cash flows or gains; • integrating acquired businesses and/or assets may be more difficult, costly or time consuming than expected and the anticipated benefits and costs savings of such acquisitions or transactions may not be fully realized, for example: ◦ we may need to recruit additional senior management, as we cannot be assured that senior management of acquired businesses and/or assets will continue to work for us, and we cannot be certain that our recruiting efforts will succeed; ◦ unforeseen difficulties could divert significant time, attention and effort from management that could otherwise be directed at developing existing business; ◦ we may encounter difficulties expanding corporate infrastructure to facilitate the integration of our operations and systems with those of acquired businesses and/or assets, which may cause us to lose the benefits of any expansion; and/or ◦ we may lose billboard leases, franchises or advertisers in connection with such acquisitions or transactions, which could disrupt our ongoing businesses; • we may not be aware of all of the risks associated with any acquired businesses and/or assets and certain of our assumptions with respect to these acquired businesses and/or assets may prove to be inaccurate, which could result in unexpected litigation or regulatory exposure, unfavorable accounting treatment, unexpected increases in taxes due, a loss of anticipated tax benefits or other adverse effects on our business, operating results or financial condition; • we may not be able to obtain financing necessary to fund potential acquisitions or strategic transactions; • we may face increased competition for acquisitions of businesses and assets from other advertising companies, some of which may have greater financial resources than we do, which may result in higher prices for those businesses and assets; • we may enter into markets and geographic areas where we have limited or no experience; and • because we must comply with various requirements under the Code in order to maintain our qualification to be taxed as a REIT, including restrictions on the types of assets we may hold, the sources of our income and accumulation of earnings and profits, our ability to engage in certain acquisitions or strategic transactions, such as acquisitions of C corporations, may be limited.
These acquisitions or transactions could be material, and involve numerous risks, including: • acquisitions or other strategic transactions may prove unprofitable and/or fail to generate anticipated cash flows or gains; • integrating acquired businesses and/or assets or entering into other strategic transactions may be more difficult, costly or time consuming than expected and the anticipated benefits and costs savings of such acquisitions or transactions may not be fully realized, for example: ◦ we may need to recruit additional senior management and other employees, and we cannot be assured that senior management of acquired businesses and/or assets will continue to work for us, and we cannot be certain that our recruiting efforts will succeed; ◦ unforeseen difficulties could divert significant time, attention and effort from management that could otherwise be directed at developing existing business; ◦ we may encounter difficulties expanding corporate infrastructure to facilitate the integration of our operations and systems with those of acquired businesses and/or assets or strategic partners, which may cause us to lose the benefits of any expansion; and/or ◦ we may lose billboard leases, franchises or advertisers in connection with such acquisitions or transactions, which could disrupt our ongoing businesses; • we may not be aware of all of the risks associated with any acquired businesses and/or assets or other strategic transactions and certain of our assumptions with respect to these acquisitions or transactions may prove to be inaccurate, which could result in unexpected litigation or regulatory exposure, unfavorable accounting treatment, unexpected increases in taxes due, a loss of anticipated tax benefits or other adverse effects on our business, operating results or financial condition; • we may not be able to obtain financing necessary to fund potential acquisitions or strategic transactions; 21 • we may face increased competition for potential acquisitions or strategic transactions from other companies, some of which may have greater financial resources than we do, which may result in higher prices for those businesses and assets; • we may enter into markets and geographic areas where we have limited or no experience; and • because we must comply with various requirements under the Code in order to maintain our qualification to be taxed as a REIT, including restrictions on the types of assets we may hold, the sources of our income and accumulation of earnings and profits, our ability to engage in certain acquisitions or strategic transactions, such as acquisitions of C corporations, may be limited.
When these contracts expire, we generally must participate in highly competitive bidding processes in order to obtain a new contract. Our inability to successfully obtain or renew these contracts on favorable economic terms or at all could 20 have an adverse effect on our financial condition and results of operations. See “Item 7.
When these contracts expire, we generally must participate in highly competitive bidding processes in order to obtain a new contract. Our inability to successfully obtain or renew these contracts on favorable economic terms or at all could have an adverse effect on our financial condition and results of operations. See “Item 7.
In addition, changes in consumer expectations and demands regarding privacy, information security and data may result in further restrictions on the nature of the data that we collect, purchase and utilize, and the ways we derive economic value from this data, which may limit our ability to offer targeted advertising opportunities to our business partners and advertisers.
In 22 addition, changes in consumer expectations and demands regarding privacy, information security and data may result in further restrictions on the nature of the data that we collect, purchase and utilize, and the ways we derive economic value from this data, which may limit our ability to offer targeted advertising opportunities to our business partners and advertisers.
For 29 example, in order to meet the REIT qualification requirements, we may hold some of our assets or conduct certain of our activities through one or more TRSs or other subsidiary corporations that will be subject to federal, state and local corporate-level income taxes as regular C corporations.
For example, in order to meet the REIT qualification requirements, we may hold some of our assets or conduct certain of our activities through one or more TRSs or other subsidiary corporations that will be subject to federal, state and local corporate-level income taxes as regular C corporations.
Our board of directors has by resolution exempted from the provisions of the Maryland Business Combination Act, as described above, all business combinations between us and any other person, provided that such business combination is first approved by 27 our board of directors (including a majority of our directors who are not affiliates or associates of such person).
Our board of directors has by resolution exempted from the provisions of the Maryland Business Combination Act, as described above, all business combinations between us and any other person, provided that such business combination is first approved by our board of directors (including a majority of our directors who are not affiliates or associates of such person).
Our ability to refinance or restructure our debt will depend on the condition of the capital markets and our financial condition at the applicable time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations.
Our ability to refinance or restructure our debt will depend on the condition of the capital markets and our financial condition at the applicable time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous 25 covenants, which could further restrict our business operations.
See “—Risks Related to 26 Our Corporate and REIT Structure—Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.” Risks Related to Our Corporate and REIT Structure Our board of directors has the power to cause us to issue additional shares of stock without common stockholder approval.
See “—Risks Related to Our Corporate and REIT Structure—Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.” Risks Related to Our Corporate and REIT Structure Our board of directors has the power to cause us to issue additional shares of stock without common stockholder approval.
If we cease to qualify as a REIT, we would become subject to federal, state and local income taxes on our taxable income and would no longer be required to distribute most of our net taxable income to stockholders, which may have adverse consequences on the total return to our stockholders.
If we cease to qualify as a REIT, we would become subject to federal, state and local income taxes on our 30 taxable income and would no longer be required to distribute most of our net taxable income to stockholders, which may have adverse consequences on the total return to our stockholders.
Accordingly, compliance with the REIT requirements may hinder our ability to make certain attractive investments, hinder our ability to pursue certain business opportunities, and/or otherwise adversely affect the manner in which we operate our business. Complying with REIT requirements may depend on our ability to contribute certain contracts to a taxable REIT subsidiary.
Accordingly, compliance with the REIT requirements may hinder our ability to make certain attractive investments, hinder our ability to pursue certain business opportunities, and/or otherwise adversely affect the manner in which we operate our business. 29 Complying with REIT requirements may depend on our ability to contribute certain contracts to a taxable REIT subsidiary.
Our charter also provides that, unless 30 exempted by the board of directors, no person may own more than 9.8% in value or in number, whichever is more restrictive, of the outstanding shares of our common stock or 9.8% in value of the aggregate outstanding shares of all classes and series of our stock.
Our charter also provides that, unless exempted by the board of directors, no person may own more than 9.8% in value or in number, whichever is more restrictive, of the outstanding shares of our common stock or 9.8% in value of the aggregate outstanding shares of all classes and series of our stock.
If we are unable to compete on these terms, we could lose potential customers and could be pressured to reduce rates below those we currently charge to retain customers, which could have an adverse effect on our business, financial condition and results of operations.
If we are unable to compete on these terms, we could lose potential customers and could be pressured to reduce rates below those 18 we currently charge to retain customers, which could have an adverse effect on our business, financial condition and results of operations.
A cybersecurity incident could occur due to the acts or omissions of third parties (including third parties with which we do business), employee error, malfeasance, fraud, system errors or 22 vulnerabilities, or otherwise.
A cybersecurity incident could occur due to the acts or omissions of third parties (including third parties with which we do business), employee error, malfeasance, fraud, system errors or vulnerabilities, or otherwise.
In addition, state and local governments in some cases limit outdoor advertising of alcohol, which represented 3% of our total revenues from our Billboard and Transit segments in 2024, 3% in 2023 and 3% in 2022. Further, certain municipalities and transit franchise partners limit issue-based outdoor advertising.
In addition, state and local governments in some cases limit outdoor advertising of alcohol, which represented 3% of our total revenues from our Billboard and Transit segments in 2025, 3% in 2024 and 3% in 2023. Further, certain municipalities and transit franchise partners limit issue-based outdoor advertising.
See “—We could suffer losses due to impairment in the carrying value of our long-lived assets and goodwill.” Further, we rely on third parties to manufacture, transport and install digital displays, and provide programmatic and direct sale advertising platform technologies for our digital display inventory, and if we are not able to engage third parties on reasonable pricing or other terms due to insufficient capacity or plant closures of a particular manufacturer, market-wide supply shortages, labor shortages, logistics disruptions, software issues, inflationary price increases, trade policy changes (such as tariffs) or otherwise, or if the third parties that we do engage fail to meet their obligations to us, whether due to external events beyond anyone’s control or otherwise, we may be unable to operate our digital display platform in an effective manner or at all, and may fail to satisfy our contractual obligations, which could have an adverse effect on our business, financial condition and results of operations.
See “—We could suffer losses due to impairment in the carrying value of our long-lived assets and goodwill.” 19 Further, we rely on third parties to manufacture, transport and install digital displays, and provide and support programmatic, direct sale and other advertising platform technologies (including artificial intelligence-assisted tools) for our digital display inventory, and if we are not able to engage third parties on reasonable pricing or other terms due to insufficient capacity or plant closures of a particular manufacturer, market-wide supply shortages, labor shortages, logistics disruptions, software issues, inflationary price increases, trade policy changes (such as tariffs) or otherwise, or if the third parties that we do engage fail to meet their obligations to us, whether due to external events beyond anyone’s control or otherwise, we may be unable to operate our digital display platform in an effective manner or at all, and may fail to satisfy our contractual obligations, which could have an adverse effect on our business, financial condition and results of operations.
Expectations relating to environmental, social and governance considerations expose us to potential liabilities, reputational harm and other unforeseen adverse effects on our business. Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on environmental, social and governance considerations relating to businesses, including climate change and greenhouse gas 23 emissions, human capital and diversity, equity and inclusion.
Expectations relating to environmental, social and governance considerations expose us to potential liabilities, reputational harm and other unforeseen adverse effects on our business. Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on environmental, social and governance considerations relating to businesses, including climate change and greenhouse gas emissions, human capital and diversity.
A decline in the economic prospects of advertisers, the economy in general or the economy of any individual geographic market or industry, particularly a market or industry in which we conduct substantial business and derive a significant portion of our revenues, such as the New York and Los Angeles metropolitan areas, and the entertainment, retail and health/medical industries, could alter current or prospective advertisers’ spending priorities.
A decline in the economic prospects of advertisers, the economy in general or the economy of any individual geographic market or industry, particularly a market or industry in which we conduct substantial business and derive a significant portion of our revenues, such as the New York and Los Angeles metropolitan areas, and the entertainment, retail and legal services/lawyers industries, could alter current or prospective advertisers’ spending priorities.
The availability, amount, timing and frequency of distributions will be at the sole discretion of our board of directors (subject to the terms governing the Series A Preferred Stock), and will be declared based upon various factors, including, but not limited to: our results of operations, our financial condition and our operating cash inflows and outflows, including capital expenditures and acquisitions; future taxable income; our REIT distribution requirements (which may be satisfied by making distributions to our common stockholders, our preferred stockholders (including holders of Series A Preferred Stock) or a combination of our stockholders); distribution requirements under the terms of the Series A Preferred Stock; limitations contained in our debt instruments (such as restrictions on distributions in excess of the minimum amount required to maintain our status as a REIT and on the ability of our subsidiaries to distribute cash to the Company); debt service requirements; limitations on our ability to use cash generated in the TRSs to fund distributions; and applicable law.
The availability, amount, timing and frequency of distributions will be at the sole discretion of our board of directors, and will be declared based upon various factors, including, but not limited to: our results of operations, our financial condition and our operating cash inflows and outflows, including capital expenditures and acquisitions; future taxable income; our REIT distribution requirements (which may be satisfied by making distributions to our common stockholders, our preferred stockholders, if any, or a combination of our stockholders); limitations contained in our debt instruments (such as restrictions on distributions in excess of the minimum amount required to maintain our status as a REIT and on the ability of our subsidiaries to distribute cash to the Company); debt service requirements; limitations on our ability to use cash generated in the TRSs to fund distributions; and applicable law.
As of December 31, 2024, we had total indebtedness of approximately $2.5 billion (consisting of the Term Loan, the Notes and the AR Facility with outstanding aggregate principal balances of $400.0 million, $2.1 billion and $10.0 million, respectively), undrawn commitments under the Revolving Credit Facility of $500.0 million, excluding $5.5 million of letters of credit issued against the Revolving Credit Facility, and $140.0 million borrowing capacity remaining under the AR Facility.
As of December 31, 2025, we had total indebtedness of approximately $2.6 billion (consisting of the Term Loan and the Notes with outstanding aggregate principal balances of $500.0 million and $2.1 billion, respectively), undrawn commitments under the Revolving Credit Facility of $500.0 million, excluding $5.1 million of letters of credit issued against the Revolving Credit Facility, and $150.0 million borrowing capacity remaining under the AR Facility.
If we fail to satisfy our contractual obligations and any such failures cannot be resolved, and/or the digital display platform that we provide to our customers and partners do not meet their expectations or are found to be defective, or if we are unable to realize the anticipated benefits of these products due to reduced market demand for these products or digital advertising generally (including as a result of reduced transit ridership due to remote work, safety concerns or otherwise), then we may incur financial liability, which could have an adverse effect on our business, financial condition and results of operation.
If we fail to satisfy our contractual obligations and any such failures cannot be resolved, and/or the digital display platform that we provide to our customers and partners do not meet their expectations or are found to be defective, or if we are unable to realize the anticipated benefits of these products due to reduced market demand for these products or digital advertising generally (including as a result of technological changes, competition, shifts in market demographics and transportation patterns or otherwise), then we may incur financial liability, which could have an adverse effect on our business, financial condition and results of operation.
The success of the digital display platform we provide to our customers and partners (including the MTA) through deployment and maintenance of digital advertising displays, enhancements to our digital advertising displays, and the use of programmatic and direct sale advertising platform technologies, and the realization of any anticipated benefits, will depend, in part, on our 19 ability to execute and demonstrate the value-added capabilities of our digital display platform to our customers and partners, and our ability to deliver these products in a timely manner in satisfaction of our contractual obligations.
The success of the digital display platform we provide to our customers and partners through deployment and maintenance of digital advertising displays, enhancements to our digital advertising displays, and the use and development of programmatic, direct sale and other advertising platform technologies (including artificial intelligence-assisted tools), and the realization of any anticipated benefits, will depend, in part, on our ability to deliver and demonstrate the value-added capabilities of our digital display platform to our customers and partners, in a timely manner and in satisfaction of our contractual obligations.
In particular, if the accumulation of cash in our TRSs causes the fair market value of our securities in our TRSs and certain other non-qualifying assets to exceed 20% of the fair market value of our assets, we would fail to remain qualified to be taxed as a REIT for federal, state and local income tax purposes.
In particular, if the accumulation of cash in our TRSs causes the fair market value of our securities in our TRSs and certain other non-qualifying assets to exceed 20% of the fair market value of our assets for the taxable year ending December 31, 2025, and to exceed 25% of the fair market value of our assets for the taxable year ending December 31, 2026, and subsequent years, we would fail to remain qualified to be taxed as a REIT for federal, state and local income tax purposes.
This distribution requirement may be satisfied by making distributions to our common stockholders, our preferred stockholders (including holders of Series A Preferred Stock) or a combination of our stockholders.
This distribution requirement may be satisfied by making distributions to our common stockholders, our preferred stockholders, if any, or a combination of our stockholders.
Distributions that we may make will be authorized and determined by our board of directors in its sole discretion (subject to the terms governing the Series A Preferred Stock) out of funds legally available.
Distributions that we may make will be authorized and determined by our board of directors in its sole discretion out of funds legally available.
In addition, in general, no more than 5% of the value of our total assets (other than government securities, qualified real estate assets and securities issued by a TRS) can consist of the securities of any one issuer, and no more than 20% of the value of our total assets can be represented by securities of one or more TRSs.
In addition, in general, no more than 5% of the value of our total assets (other than government securities, qualified real estate assets and securities issued by a TRS) can consist of the securities of any one issuer, and no more than 20% of the value of our total assets can be represented by securities of one or more TRSs for the taxable year ending December 31, 2025, and may not represent more than 25% of the value of a REIT’s total assets for the taxable year ending December 31, 2026, and subsequent years.
At our level of indebtedness, as of December 25 31, 2024, the impact of a 1/4% change in interest rates on our AR Facility would be immaterial. Our aggregate annual estimated interest expense will increase if we make any borrowings under our Revolving Credit Facility.
At our level of indebtedness, as of December 31, 2025, a 1/4% change in interest rates on our variable rate Term Loan would have resulted in a $1.3 million change in annual estimated interest expense. Our aggregate annual estimated interest expense will increase if we make any borrowings under our Revolving Credit Facility.
Changes to the tax laws or interpretations thereof, or the IRS’s position with respect to our private letter ruling, with or without retroactive application, could materially and negatively affect our ability to qualify to be taxed as a REIT. 28 If we were to fail to remain qualified to be taxed as a REIT in any taxable year, we would be subject to federal, state and local income taxes on our taxable income at regular corporate rates, and dividends paid to our stockholders would not be deductible by us in computing our taxable income.
If we were to fail to remain qualified to be taxed as a REIT in any taxable year, we would be subject to federal, state and local income taxes on our taxable income at regular corporate rates, and dividends paid to our stockholders would not be deductible by us in computing our taxable income.
See “—REIT distribution requirements could adversely affect our ability to execute our business plan.” Circumstances may occur in which the interests of holders of the Series A Preferred Stock could conflict with the interests of our other common stockholders. Certain provisions of Maryland law may limit the ability of a third party to acquire control of us.
Further, our REIT distribution requirement may be satisfied by making distributions to our common stockholders, our preferred stockholders or a combination of our stockholders. See “—REIT distribution requirements could adversely affect our ability to execute our business plan.” 26 Certain provisions of Maryland law may limit the ability of a third party to acquire control of us.
We may also enter into additional contractual arrangements with asset contributors under which we would agree to repurchase a contributor’s units for shares of our common stock or cash, at the option of the contributor, at set times. 31 In connection with these transactions, persons holding operating partnership units (or similar securities) may have the right to vote on certain amendments to the partnership agreements of such operating partnerships, as well as on certain other matters.
We may also enter into additional contractual arrangements with asset contributors under which we would agree to repurchase a contributor’s units for shares of our common stock or cash, at the option of the contributor, at set times.
As a result of all of these restrictions, we may be: • limited in how we conduct our business; • unable to raise additional debt or equity financing to operate during general economic or business downturns; or • unable to compete effectively or to take advantage of new business opportunities.
As a result of all of these restrictions, we may be: • limited in how we conduct our business; • unable to raise additional debt or equity financing to operate during general economic or business downturns; or • unable to compete effectively or to take advantage of new business opportunities. 24 These restrictions could hinder our ability to grow in accordance with our strategy or inhibit our ability to adhere to our intended distribution policy and, accordingly, may cause us to incur additional U.S. federal income tax liability beyond current expectations.
Unitholders with these voting rights may be able to exercise them in a manner that conflicts with the interests of our stockholders.
In connection with these transactions, persons holding operating partnership units (or similar securities) may have the right to vote on certain amendments to the partnership agreements of such operating partnerships, as well as on certain other matters. Unitholders with these voting rights may be able to exercise them in a manner that conflicts with the interests of our stockholders.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Equity—Series A Preferred Stock Issuance”), which rank senior to our common stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of our affairs.
For example, we previously issued and sold convertible preferred stock, which ranked senior to our common stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of our affairs. As of December 31, 2025, no shares of preferred stock remained outstanding.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Pandemics could materially adversely affect our business, financial condition and results of operations.
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We operate in a highly competitive industry.
Removed
Any reduction in advertising expenditures could adversely affect our business, financial condition or results of operations. Further, advertising expenditure patterns may be impacted by any of these factors; for example, advertisers’ expenditures may be made with less advance notice and may become difficult to forecast from period to period. See “Item 7.
Added
Changes to the tax laws or interpretations thereof, or the IRS’s position with respect to our private letter ruling, with or without retroactive application, could materially and negatively affect our ability to qualify to be taxed as a REIT.
Removed
As we experienced throughout the COVID-19 pandemic, pandemics, and the related preventative measures taken to help curb infectious spread, including shutdowns and slowdowns of, and restrictions on, businesses, public gatherings, social interactions and travel (including reductions in foot traffic, roadway traffic, commuting, transit ridership and overall target audiences) may (i) delay our ability to build and deploy certain advertising structures and sites, including digital displays; (ii) reduce or curtail our customers’ advertising expenditures and overall demand for our services through purchase cancellations or otherwise; (iii) increase the volatility of our customers’ advertising expenditure patterns from period-to-period through short-notice purchases, purchase deferrals or otherwise; and (iv) extend delays in the collection of certain earned advertising revenues from our customers, all of which could have a material adverse effect on our business, financial condition and results of operations.
Removed
In addition, pandemics could impact the global economy and our business if we (i) experience a complete or partial shutdown of our ability to operate safely and securely, (ii) lose major customers and/or key personnel, (iii) experience significant disruptions (including inflationary or other price increases) with respect to our manufacturers, suppliers and related logistics that may prevent us from fulfilling our contractual obligations to our counterparties, (iv) fail to satisfy our contractual obligations and/or need to seek relief from our contractual obligations that we may be unable to receive from our counterparties, (v) fail to realize the benefits of any cost savings initiatives such as suspending, deferring and/or reducing capital expenditures and other expenses, (vi) experience impairment charges, (vii) experience a cybersecurity incident, and (viii) have difficulties accessing the capital markets and/or obtaining or incurring debt financing on reasonable pricing or other terms or at all, any of which could have a material adverse effect on our business, financial condition and results of operations.
Removed
See “Our business is sensitive to a decline in advertising expenditures, general economic conditions and other external events beyond our control,” “—Operating our digital display platform may be more difficult, costly or time consuming than expected and the anticipated benefits may not be fully realized,” and “—The terms of the agreements governing our indebtedness restrict our current and future operations, particularly our ability to incur debt that we may need to fund initiatives in response to changes in our business, the industries in which we operate, the economy and governmental regulations.” The extent to which any pandemic will impact our business will depend on future developments, including the severity and duration of such pandemic and the measures taken in response to such pandemic, which are highly uncertain and cannot be 18 predicted.
Removed
Accordingly, the Company cannot reasonably estimate the full impact of any other pandemic that may occur on our business, financial condition and results of operations at this time, which may be material. We operate in a highly competitive industry.
Removed
These restrictions could hinder our ability to grow in accordance with our strategy or inhibit our ability to adhere to our intended distribution policy and, accordingly, may cause us to incur additional U.S. federal income tax liability beyond current expectations.
Removed
At our level of indebtedness, as of December 31, 2024, a 1/4% change in interest rates on our variable rate Term Loan would have resulted in a $1.0 million change in annual estimated interest expense.
Removed
For example, we previously issued and sold an aggregate of 400,000 shares of Series A Preferred Stock (as defined and described in “Item 7.
Removed
The Series A Preferred Stock is convertible at the option of any holder at any time into shares of our common stock at an initial conversion price of $16.00 per share and an initial conversion rate of 62.50 shares of our common stock per share of Series A Preferred Stock, subject to certain anti-dilution adjustments.
Removed
As of December 31, 2024, 125,000 shares of Series A Preferred Stock remained outstanding and the maximum number of shares of common stock that could be required to be issued on conversion of the outstanding shares of Series A Preferred Stock was approximately 7.8 million shares.
Removed
In general, holders of shares of Series A Preferred Stock have the right to vote on matters submitted to a vote of the holders of common stock (voting together as one class) on an as-converted basis. In addition, certain actions require the approval of the holders of the outstanding Series A Preferred Stock.
Removed
Further, our REIT distribution requirement may be satisfied by making distributions to our common stockholders, our preferred stockholders (including holders of Series A Preferred Stock) or a combination of our stockholders.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIf a potential cybersecurity incident is identified, it is investigated by the Company’s internal cybersecurity team (including the Company’s Chief Information Security Officer (the “CISO”)) to assess whether a cybersecurity incident has occurred, its severity and the risk involved, in accordance with internal processes and procedures and the Company’s incident response plan.
Biggest changeIf a potential cybersecurity incident is identified, it is investigated by the Company’s internal cybersecurity team (including the Company’s Chief Information Security Officer and Senior Director, Cybersecurity (together, the “CISO”) to assess whether a cybersecurity incident has occurred, its severity and the risk involved, in accordance with internal processes and procedures and the Company’s incident response plan.
The Cybersecurity Program is an extension of the Company’s enterprise risk management program that seeks to identify and manage risks throughout the Company by having its Chief Financial Officer meet with members of each of the Company’s various departments annually to solicit feedback regarding risks affecting the Company, which is then reported to the audit committee of our board of directors.
The Cybersecurity Program is an extension of the Company’s enterprise risk management program that seeks to identify and manage risks throughout the Company by 31 having its Chief Financial Officer meet with members of each of the Company’s various departments annually to solicit feedback regarding risks affecting the Company, which is then reported to the audit committee of our board of directors.
Risk Factors—If we experience a cybersecurity incident, we may suffer reputational harm and significant legal and financial exposure.” 32
Risk Factors—If we experience a cybersecurity incident, we may suffer reputational harm and significant legal and financial exposure.”
Under the Cybersecurity Program, systems and networks under Company control are monitored for anomalies using various security tools that identify potential cybersecurity threats and alert the Company’s internal cybersecurity team to suspicious activity.
Under the Cybersecurity Program, systems and networks under Company control are monitored for anomalies using various security tools (including artificial intelligence-assisted tools) that identify potential cybersecurity threats and alert the Company’s internal cybersecurity team to suspicious activity.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeAlthough it is not possible to predict with certainty the eventual outcome of any litigation, in our opinion, none of our current litigation is expected to have a material adverse effect on our results of operations, financial position or cash flows.
Biggest changeAlthough it is not possible to predict with certainty the eventual outcome of any litigation, in our opinion, none of our current litigation is expected to have a material adverse effect on our results of operations, financial position or cash flows. 32

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following graph compares the cumulative total stockholder return on OUTFRONT Media Inc.’s common stock to the cumulative total return of Lamar Advertising Company, Clear Channel Outdoor Holdings, Inc., the Standard & Poor’s 500 34 Stock Index (“S&P 500”), the S&P 500 Media Industry Index, and the FTSE National Association of Real Estate Investment Trusts (“NAREIT”) All Equity REITs Index.
Biggest changeThe following graph compares the cumulative total stockholder return on OUTFRONT Media Inc.’s common stock to the cumulative total return of Lamar Advertising Company, Clear Channel Outdoor Holdings, Inc., the Standard & Poor’s 500 Stock Index (“S&P 500”), the S&P 500 Media Industry Index, and the FTSE National Association of Real Estate Investment Trusts (“NAREIT”) All Equity REITs Index. 34 The performance graph assumes $100 invested on December 31, 2020, in OUTFRONT Media Inc.’s common stock, Lamar Advertising Company’s common stock, Clear Channel Outdoor Holdings, Inc.’s common stock, the S&P 500, the S&P 500 Media Industry Index, and the FTSE NAREIT All Equity REITs Index, including the reinvestment of dividends, through the calendar year ended December 31, 2025.
The availability, amount, timing and frequency of distributions will be at the sole discretion of our board of directors (subject to the terms governing the Series A Preferred Stock), and will be declared based upon various factors, including, but not limited to: our results of operations, our financial condition and our operating cash inflows and outflows, including capital expenditures and acquisitions; future taxable income; our REIT distribution requirements (which may be satisfied by making distributions to our common stockholders, our preferred stockholders (including holders of Series A Preferred Stock) or a combination of our stockholders); distribution requirements under the terms of the Series A Preferred Stock; limitations contained in our debt instruments (such as restrictions on distributions in excess of the minimum amount required to maintain our status as a REIT and on the ability of our subsidiaries to distribute cash to the Company); debt service requirements; limitations on our ability to use cash generated in the TRSs to fund distributions; and applicable law.
The availability, amount, timing and frequency of distributions will be at the sole discretion of our board of directors, and will be declared based upon various factors, including, but not limited to: our results of operations, our financial condition and our operating cash inflows and outflows, including capital expenditures and acquisitions; future taxable income; our REIT distribution requirements (which may be satisfied by making distributions to our common stockholders, our preferred stockholders, if any, or a combination of our stockholders); limitations contained in our debt instruments (such as restrictions on distributions in excess of the minimum amount required to maintain our status as a REIT and on the ability of our subsidiaries to distribute cash to the Company); debt service requirements; limitations on our ability to use cash generated in the TRSs to fund distributions; and applicable law.
Holders As of February 27, 2025, we had 136 holders of record of our common stock. Dividend Policy To maintain REIT status, we must annually distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the dividends-paid deduction and excluding any net capital gains.
Holders As of February 25, 2026, we had 146 holders of record of our common stock. Dividend Policy To maintain REIT status, we must annually distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the dividends-paid deduction and excluding any net capital gains.
This distribution requirement may be satisfied by making distributions to our common stockholders, our preferred stockholders (including holders of Series A Preferred Stock) or a combination of our stockholders.
This distribution requirement may be satisfied by making distributions to our common stockholders, our preferred stockholders, if any, or a combination of our stockholders.
Business—Tax Status.” Distributions that we may make will be authorized and determined by our board of directors in its sole discretion (subject to the terms governing the Series A Preferred Stock) out of funds legally available.
Business—Tax Status.” Distributions that we may make will be authorized and determined by our board of directors in its sole discretion out of funds legally available.
Approximately 70.3% of the dividends we distributed in 2024 should be considered ordinary income by our stockholders for tax purposes, approximately 29.2% should be considered a capital gain, and approximately 0.5% should be considered a return of capital. The capital gain distribution is subject to certain recapture provisions for both individual and corporate stockholders.
Approximately 90.0% of the dividends we distributed in 2025 should be considered ordinary income by our stockholders for tax purposes and approximately 10.0% should be considered a return of capital.
Dec. 31, 2019 Dec. 31, 2020 Dec. 31, 2021 Dec. 31, 2022 Dec. 31, 2023 Dec. 31, 2024 OUTFRONT Media Inc. $ 100.00 $ 74.04 $ 102.33 $ 67.12 $ 61.76 $ 86.90 Lamar Advertising Company 100.00 96.56 146.11 119.84 142.13 170.55 Clear Channel Outdoor Holdings, Inc. 100.00 57.69 115.73 36.71 63.64 47.90 S&P 500 100.00 118.40 152.39 124.79 157.59 197.02 S&P 500 Media Industry Index (a) 100.00 115.31 115.71 81.00 97.61 90.83 FTSE NAREIT All Equity REITs Index 100.00 94.88 134.06 100.62 112.04 117.56 (a) As of December 31, 2024, the S&P 500 Media Industry Index consists of the following companies: Charter Communications, Inc.; Comcast Corporation; Fox Corporation; Interpublic Group of Companies Inc.; News Corporation; Omnicom Group Inc; and Paramount Global.
Dec. 31, 2020 Dec. 31, 2021 Dec. 31, 2022 Dec. 31, 2023 Dec. 31, 2024 Dec. 31, 2025 OUTFRONT Media Inc. $ 100.00 $ 138.21 $ 90.66 $ 83.42 $ 117.36 $ 165.90 Lamar Advertising Company 100.00 151.31 124.11 147.18 176.61 193.66 Clear Channel Outdoor Holdings, Inc. 100.00 200.61 63.64 110.30 83.03 133.94 S&P 500 100.00 128.71 105.40 133.10 166.40 196.16 S&P 500 Media Industry Index (a) 100.00 100.34 70.25 84.65 78.77 64.71 FTSE NAREIT All Equity REITs Index 100.00 141.30 106.05 118.09 123.90 126.71 (a) As of December 31, 2025, the S&P 500 Media Industry Index consists of the following companies: Charter Communications, Inc.; Fox Corporation; News Corporation; Omnicom Group Inc; Paramount Skydance Corporation; and Trade Desk, Inc..
Removed
The performance graph assumes $100 invested on December 31, 2018, in OUTFRONT Media Inc.’s common stock, Lamar Advertising Company’s common stock, Clear Channel Outdoor Holdings, Inc.’s common stock, the S&P 500, the S&P 500 Media Industry Index, and the FTSE NAREIT All Equity REITs Index, including the reinvestment of dividends, through the calendar year ended December 31, 2024.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest change(in millions) Beginning Balance Deployment Costs Incurred Recoupment/MTA Funding Amortization/Impairment Reclassification Ending Balance Year Ended December 31, 2024: Other current assets $ 1.1 $ — $ — $ — $ — $ 1.1 Intangible assets (franchise agreements) — 29.3 — (18.5) — 10.8 Total $ 1.1 $ 29.3 $ — $ (18.5) $ — $ 11.9 Year Ended December 31, 2023: Prepaid MTA equipment deployment costs $ 363.2 $ 21.8 $ — $ — $ (385.0) $ — Other current assets 1.6 (0.4) (0.1) — — 1.1 Intangible assets (franchise agreements) 62.0 22.3 — (469.3) 385.0 — Total $ 426.8 $ 43.7 $ (0.1) $ (469.3) $ — $ 1.1 On February 25, 2025, we announced that our board of directors approved a quarterly cash dividend of $0.30 per share on our common stock, payable on March 31, 2025, to stockholders of record at the close of business on March 7, 2025. 54 Debt Debt, net, consists of the following: As of December 31, (in millions, except percentages) 2024 2023 Short-term debt: AR Facility $ 10.0 $ 65.0 Total short-term debt 10.0 65.0 Long-term debt: Term loan, due 2026 $ 399.5 $ 598.9 Senior secured notes: 7.375% senior secured notes, due 2031 450.0 450.0 Senior unsecured notes: 5.000% senior unsecured notes, due 2027 650.0 650.0 4.250% senior unsecured notes, due 2029 500.0 500.0 4.625% senior unsecured notes, due 2030 500.0 500.0 Total senior unsecured notes 1,650.0 1,650.0 Debt issuance costs (17.0) (22.4) Total long-term debt, net 2,482.5 2,676.5 Total debt, net $ 2,492.5 $ 2,741.5 Weighted average cost of debt 5.4 % 5.7 % Payments Due by Period (in millions) Total 2025 2026-2027 2028-2029 2030 and thereafter Long-term debt $ 2,500.0 $ — $ 1,050.0 $ 500.0 $ 950.0 Interest 582.6 143.3 241.7 144.5 $ 53.1 Total $ 3,082.6 $ 143.3 $ 1,291.7 $ 644.5 $ 1,003.1 Term Loan The interest rate on the term loan due in 2026 (the “Term Loan”) was 6.1% per annum as of December 31, 2024.
Biggest changeDebt Debt, net, consists of the following: As of December 31, (in millions, except percentages) 2025 2024 Short-term debt: AR Facility $ — $ 10.0 Total short-term debt — 10.0 Long-term debt: Term loan $ 499.3 $ 399.5 Senior secured notes: 7.375% senior secured notes, due 2031 450.0 450.0 Senior unsecured notes: 5.000% senior unsecured notes, due 2027 650.0 650.0 4.250% senior unsecured notes, due 2029 500.0 500.0 4.625% senior unsecured notes, due 2030 500.0 500.0 Total senior unsecured notes 1,650.0 1,650.0 Debt issuance costs (15.9) (17.0) Total long-term debt, net 2,583.4 2,482.5 Total debt, net $ 2,583.4 $ 2,492.5 Weighted average cost of debt 5.3 % 5.4 % 51 Payments Due by Period (in millions) Total 2026 2027-2028 2029-2030 2031 and thereafter Long-term debt $ 2,600.0 $ — $ 650.0 $ 1,000.0 $ 950.0 Interest 526.9 141.7 210.7 134.8 $ 39.7 Total $ 3,126.9 $ 141.7 $ 860.7 $ 1,134.8 $ 989.7 On September 24, 2025, the Company, along with its wholly-owned subsidiaries, Outfront Media Capital LLC and Outfront Media Capital Corporation (together, the “Borrowers”), and other guarantor subsidiaries party thereto (together with the Company, the “Guarantors”), entered into a credit agreement, dated as of September 24, 2025 (the “Credit Agreement”) to refinance the Company’s previously existing senior secured credit facilities (the “Refinancing”).
Our management believes users of our financial data are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing, planning and executing our business strategy.
Our management believes users of our financial data are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing, planning and executing our business strategy.
Title of the various digital displays transfers to the MTA on installation, therefore the cost of deploying these screens throughout the transit system does not represent our property and equipment.
Title to the various digital displays transfers to the MTA on installation, therefore the cost of deploying these screens throughout the transit system does not represent our property and equipment.
In addition, AFFO excludes losses on extinguishment of debt, as well as certain non-cash items, including non-real estate depreciation and amortization, impairment charges on non-real estate assets, stock-based compensation expense, accretion expense, the non-cash effect of straight-line rent, amortization of deferred financing costs and the same adjustments for our redeemable and non-redeemable noncontrolling interests, along with the non-cash portion of income taxes, and the related income tax effect of adjustments, as applicable.
In addition, AFFO excludes restructuring charges and losses on extinguishment of debt, as well as certain non-cash items, including non-real estate depreciation and amortization, impairment charges on non-real estate assets, stock-based compensation expense, accretion expense, the non-cash effect of straight-line rent, amortization of deferred financing costs and the same adjustments for our redeemable and non-redeemable noncontrolling interests, along with the non-cash portion of income taxes, and the related income tax effect of adjustments, as applicable.
(b) See the “Reconciliation of Non-GAAP Financial Measures” and “Revenues” sections of this MD&A for reconciliations of Operating income (loss) to Operating income (loss) before Depreciation , Amortization , Net gain (loss) on dispositions , Stock-based compensation and Impairment charges (“Adjusted OIBDA”) Net income (loss) attributable to OUTFRONT Media Inc. to FFO attributable to OUTFRONT Media Inc. and AFFO attributable to OUTFRONT Media Inc., and Revenues to organic revenues.
(b) See the “Reconciliation of Non-GAAP Financial Measures” and “Revenues” sections of this MD&A for reconciliations of Operating income (loss) to Operating income (loss) before Depreciation , Amortization , Net (gain) loss on dispositions , Stock-based compensation, Restructuring charges and Impairment charges (“Adjusted OIBDA”) Net income (loss) attributable to OUTFRONT Media Inc. to FFO attributable to OUTFRONT Media Inc. and AFFO attributable to OUTFRONT Media Inc., and Revenues to organic revenues.
The costs that are determined based on a percentage of revenues are expensed as incurred when the related revenues are recognized, and any guaranteed minimum annual payment is expensed over the contract term. 40 Posting, maintenance and other site-related expenses . These expenses primarily reflect costs associated with posting and rotation, materials, repairs and maintenance, utilities and property taxes.
The costs that are determined based on a percentage of revenues are expensed as incurred when the related revenues are recognized, and any guaranteed minimum annual payment is expensed over the contract term. Posting, maintenance and other site-related expenses . These expenses primarily reflect costs associated with posting and rotation, materials, repairs and maintenance, utilities and property taxes.
One of the exceptions to the restriction on our ability to incur additional indebtedness is satisfaction of a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 6.0 to 1.0.
One of the exceptions to the restriction on our ability to incur additional indebtedness is satisfaction of a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 6.5 to 1.0.
Economic Environment Our revenues and operating results are sensitive to fluctuations in advertising expenditures, general economic conditions and other external events beyond our control, such as supply chain disruptions, inflationary price increases, changes in governmental fiscal and trade policies (such as tariffs), pandemics like the COVID-19 pandemic, industry shutdowns or slowdowns (including due to labor strikes), extraordinary weather events (such as hurricanes and wildfires), and shifts in market demographics and transportation patterns (including reductions in foot traffic, roadway traffic, commuting, transit ridership and overall target audiences due to remote work, safety concerns or otherwise), among other things.
Economic Environment Our revenues and operating results are sensitive to fluctuations in advertising expenditures, general economic conditions and other external events beyond our control, such as supply chain disruptions, inflationary price increases, changes in 36 governmental fiscal and trade policies (such as tariffs), pandemics (such as the COVID-19 pandemic), industry shutdowns or slowdowns (including due to labor strikes), extraordinary weather events (such as hurricanes and wildfires), and shifts in market demographics and transportation patterns (including reductions in foot traffic, roadway traffic, commuting, transit ridership and overall target audiences due to remote work, safety concerns or otherwise), among other things.
Reconciliation of Non-GAAP Financial Measures Adjusted OIBDA We calculate Adjusted OIBDA as operating income (loss) before depreciation, amortization, net (gain) loss on dispositions, stock-based compensation and impairment charges. We calculate Adjusted OIBDA margin by dividing Adjusted OIBDA by total revenues.
Reconciliation of Non-GAAP Financial Measures Adjusted OIBDA We calculate Adjusted OIBDA as operating income (loss) before depreciation, amortization, net (gain) loss on dispositions, stock-based compensation, restructuring charges and impairment charges. We calculate Adjusted OIBDA margin by dividing Adjusted OIBDA by total revenues.
We assess the recoverability of the MTA contract on an as-needed basis and apply significant judgment in assessing factors to determine if there is an indication that the revenues expected to be generated over the term of 59 the agreement will be sufficient to cover all or a portion of the equipment deployment costs, including evaluating macroeconomic conditions, product demand, industry trends, and events specific to the Company, including monitoring the Company’s actual installation of digital displays against the deployment schedule.
We assess the recoverability of the MTA contract on an as-needed basis and apply significant judgment in assessing factors to determine if there is an indication that the revenues expected to be generated over the term of 55 the agreement will be sufficient to cover all or a portion of the equipment deployment costs, including evaluating macroeconomic conditions, product demand, industry trends, and events specific to the Company, including monitoring the Company’s actual installation of digital displays against the deployment schedule.
The significant assumptions we use to determine the useful lives and fair values of long-lived assets include contractual commitments, regulatory requirements, future expected cash flows and industry growth rates, as well as future salvage values. 61 We test for long-lived asset impairment whenever there is an indication that the carrying amount of the asset group may not be recoverable.
The significant assumptions we use to determine the useful lives and fair values of long-lived assets include contractual commitments, regulatory requirements, future expected cash flows and industry growth rates, as well as future salvage values. 57 We test for long-lived asset impairment whenever there is an indication that the carrying amount of the asset group may not be recoverable.
Since Adjusted OIBDA, Adjusted OIBDA margin, FFO and AFFO are not measures calculated in accordance with GAAP, they should not be considered in isolation of, or as a substitute for, operating income (loss), net income (loss) attributable to 43 OUTFRONT Media Inc., and revenues, the most directly comparable GAAP financial measures, as indicators of operating performance.
Since Adjusted OIBDA, Adjusted OIBDA margin, FFO and AFFO are not measures calculated in accordance with GAAP, they should not be considered in isolation of, or as a substitute for, operating income (loss), net income (loss) attributable to OUTFRONT Media Inc., and revenues, the most directly comparable GAAP financial measures, as indicators of operating 42 performance.
As of December 31, 2024, the goodwill balances associated with the Billboard reporting unit was $2.0 billion on the Consolidated Statements of Financial Position. The assumptions and estimates included in our analysis require significant judgment about future events, market conditions and financial performance. Actual results may differ from our assumptions.
As of December 31, 2025, the goodwill balances associated with the Billboard reporting unit was $2.0 billion on the Consolidated Statements of Financial Position. The assumptions and estimates included in our analysis require significant judgment about future events, market conditions and financial performance. Actual results may differ from our assumptions.
The decrease in billboard property lease expenses as a percentage of total billboard revenues in 2024 compared to 2023 is primarily due to lower variable billboard property lease costs driven by higher relative revenue performance in advertising markets that have lower variable billboard property lease costs and lower revenue performance in advertising markets that have higher variable billboard property lease costs (see Item 8., Note 5.
The decrease in billboard property lease expenses as a percentage of total revenues in 2025 compared to 2024 is primarily due to lower variable billboard property lease costs driven by higher relative revenue performance in advertising markets that have lower variable billboard property lease costs and lower revenue performance in advertising markets that have higher variable billboard property lease costs (see Item 8., Note 5.
In the fourth quarter of 2024, we performed a qualitative assessment on our Billboard reporting unit as the estimated fair value of the reporting unit substantially exceeded carrying value and there were no factors indicating that it was more likely than not that the reporting unit was impaired.
In the fourth quarter of 2025, we performed a qualitative assessment on our Billboard reporting unit as the estimated fair value of the reporting unit substantially exceeded carrying value and there were no factors indicating that it was more likely than not that the reporting unit was impaired.
Although we have taken several actions to date to enhance our financial flexibility and increase our liquidity, our short-term and long-term cash needs and related funding capability may be adversely affected if cash on hand and operating cash flows 52 decrease in 2025, and our ability to issue debt and equity securities and/or borrow under our existing or new credit facilities on reasonable pricing terms, or at all, may become uncertain.
Although we have taken several actions to date to enhance our financial flexibility and increase our liquidity, our short-term and long-term cash needs and related funding capability may be adversely affected if cash on hand and operating cash flows decrease in 2026, and our ability to issue debt and equity securities and/or borrow under our existing or new credit facilities on reasonable pricing terms, or at all, may become uncertain.
Under most of these franchise agreements, the franchisor is entitled to receive the greater of a percentage of the relevant revenues, net of agency fees, or a specified guaranteed minimum annual payment. Guaranteed minimum annual payments are generally paid monthly. (See Item 8., Note 18.
Under most of these franchise agreements, the franchisor is entitled to receive the greater of a percentage of the relevant revenues, net of agency fees, or a specified guaranteed minimum annual payment. Guaranteed minimum annual payments are generally paid monthly. (See Item 8., Note 19.
The following table reconciles Operating income (loss) to Adjusted OIBDA, and Net income (loss) attributable to OUTFRONT Media Inc. to FFO attributable to OUTFRONT Media Inc. and AFFO attributable to OUTFRONT Media Inc.
The following table reconciles Operating income to Adjusted OIBDA, and Net income attributable to OUTFRONT Media Inc. to FFO attributable to OUTFRONT Media Inc. and AFFO attributable to OUTFRONT Media Inc.
(See the “Key Performance Indicators” section of this MD&A and Item 8., Note 19. Segment Information to the Consolidated Financial Statements.) We currently manage our operations through two reportable operating segments—(1) Billboard and (2) Transit .
(See the “Key Performance Indicators” section of this MD&A and Item 8., Note 20. Segment Information to the Consolidated Financial Statements.) We currently manage our operations through two reportable operating segments—(1) Billboard and (2) Transit .
Prior to its sale, our Canadian operations comprised our International operating segment, which did not meet the criteria to be a reportable segment and accordingly, was included in Other . Historical operating results of our Canadian operations are included in Other (see Item 8., Note 19. Segment Information to the Consolidated Financial Statements) through the date of sale.
Prior to its sale in 2024, our Canadian operations comprised our International operating segment, which did not meet the criteria to be a reportable segment and accordingly, was included in Other . Historical operating results of our Canadian operations are included in Other (see Item 8., Note 20. Segment Information to the Consolidated Financial Statements) through the date of sale.
Historically, we have experienced delays and price increases with respect to certain of our digital displays due to external events beyond our control. If we experience delays and/or price increases in the future, it could have an adverse effect on our business, financial condition and results of operations. See “Item 1A.
Historically, we have experienced delays and price increases with respect to certain of our digital displays due to external events beyond our control. If we experience delays and/or price increases in the future, it could have an adverse effect on our business, financial condition and results of operations.
In connection with the AR Facility, Outfront Media LLC and Outfront Media Outernet Inc., each a wholly-owned subsidiary of the Company, and certain of the Company’s TRSs (the “Originators”), will sell and/or contribute their respective existing and future accounts receivable and certain related assets to either Outfront Media Receivables LLC, a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s qualified REIT subsidiary accounts receivable assets (the “QRS SPV”) or Outfront Media Receivables TRS, LLC a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s TRS accounts receivable assets (the “TRS SPV” and together with the QRS SPV, the “SPVs”).
In connection with the AR Facility, Outfront Media LLC and Outfront Media Outernet Inc., each a wholly-owned subsidiary of the Company, and certain of the Company’s taxable REIT subsidiaries (“TRSs”) (the “Originators”), will sell and/or contribute their respective existing and future accounts receivable and certain related assets to either Outfront Media Receivables LLC, a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s qualified REIT subsidiary accounts receivable assets (the “QRS SPV”) or Outfront Media Receivables TRS, LLC a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s TRS accounts receivable assets (the “TRS SPV” and together with 52 the QRS SPV, the “SPVs”).
We then reviewed our MTA long-lived asset group to determine if there was a triggering event for impairment, noting that we were then projecting negative aggregate undiscounted cash flows of approximately $50.0 million through the remainder of the Amended Term of the MTA Agreement.
We then reviewed our MTA long-lived asset group to determine if there was a triggering event for impairment, noting that we were then projecting negative aggregate undiscounted cash flows through the remainder of the Amended Term of the MTA Agreement.
As presented in the table below, recoupable MTA equipment deployment costs are recorded as Prepaid MTA equipment deployment costs and Intangible assets on our Consolidated Statement of Financial Position, and as these costs are recouped from incremental revenues that the MTA would otherwise be entitled to receive, Prepaid MTA equipment deployment costs will be reduced.
Recoupable MTA equipment deployment costs are recorded as Prepaid MTA equipment deployment costs and Intangible assets on our Consolidated Statement of Financial Position, and as these costs are recouped from incremental revenues that the MTA would otherwise be entitled to receive, Prepaid MTA equipment deployment costs will be reduced.
For the full year of 2025, we expect our capital expenditures to be approximately $85.0 million, which will be used primarily for new and replacement digital displays, the renovation of certain office facilities, software and technology, maintenance and safety-related projects.
For the full year of 2026, we expect our capital expenditures to be approximately $90.0 million, which will be used primarily for new and replacement digital displays, safety-related projects, software and technology, the renovation of certain office facilities and maintenance.
In addition, as part of our growth strategy, we frequently evaluate strategic opportunities to acquire new businesses, assets or digital technology, directly or in connection with joint ventures (including buy/sell arrangements with joint venture partners).
In addition, as part of our growth strategy, we frequently evaluate strategic opportunities to acquire or divest businesses, assets or digital technology, directly or in connection with joint ventures (including buy/sell arrangements with joint venture partners) or in connection with other strategic transactions.
The increase was due primarily to income tax payments related to the Transaction. 58 Contractual Obligations We have agreements with municipalities and transit operators which entitle us to operate advertising displays within their transit systems, including on the interior and exterior of rail and subway cars and buses, as well as on benches, transit shelters, street kiosks, and transit platforms.
The decrease was primarily due to income tax payments related to the Transaction in 2024. 54 Contractual Obligations We have agreements with municipalities and transit operators which entitle us to operate advertising displays within their transit systems, including on the interior and exterior of rail and subway cars and buses, as well as on benches, transit shelters, street kiosks, and transit platforms.
We believe out-of-home continues to be an attractive form of advertising, as our displays are always viewable and cannot be turned off, skipped, blocked or fast-forwarded.
We believe out-of-home continues to be an attractive and trusted form of advertising, as our displays have an IRL presence, are always viewable, and cannot be turned off, skipped, blocked or fast-forwarded.
We believe digital displays are attractive to our customers because they allow for the development of richer and more visually engaging messages, provide our customers with the flexibility both to target audiences and to quickly launch new advertising campaigns, and eliminate or greatly reduce print production and installation costs.
We believe digital displays are attractive to our customers because they allow for the development of richer and more visually engaging IRL media messaging, provide our customers with the flexibility both to connect with target audiences and to quickly launch new advertising campaigns, and eliminate or greatly reduce print and installation costs.
We may utilize cash on hand and/or incremental third-party financing to fund equipment deployment costs over the next couple of years. However, we cannot reasonably estimate the aggregate financing amount, if any, at this time.
We may utilize cash on hand and/or incremental third-party financing to fund costs under the MTA Agreement over the next couple of years. However, we cannot reasonably estimate the aggregate financing amount, if any, at this time.
There can be no assurance that these estimates and assumptions will prove to be an accurate prediction of the future, and a downward revision of these estimates and/or assumptions would decrease our cash flows, which could result in additional impairment charges in the future.
There can be no assurance that these estimates and assumptions will prove to be an accurate prediction of the future, and a downward revision of these estimates and/or assumptions would decrease our cash flows, which could result in additional impairment charges in the future and/or the failure to recoup any deployment cost spending.
Interest on the Term Loan is variable. For illustrative purposes, we are assuming an interest rate of 6.1% for all years, which reflects the interest rate as of December 31, 2024. An increase or decrease of 1/4% in the interest rate will change the annual interest expense by $1.0 million. (See Item 8., Note 8.
Interest on the Term Loan is variable. For illustrative purposes, we are assuming an interest rate of 5.7% for all years, which reflects the interest rate as of December 31, 2025. An increase or decrease of 1/4% in the interest rate will change the annual interest expense by $1.3 million. (See Item 8., Note 8.
Selling, General and Administrative Expenses (“SG&A”) SG&A expenses represented 24% of Revenues in each of 2024, 2023 and 2022.
Selling, General and Administrative Expenses (“SG&A”) SG&A expenses represented 24% of Revenues in each of 2025 and 2024.
These 36 sensitivities may adversely impact our revenues and operating results on a consolidated basis and/or may have a disproportionate adverse impact on our Transit segment. We rely on third parties to manufacture, transport and install our digital displays, and provide programmatic and direct sale advertising platform technologies for our digital display inventory.
These sensitivities may adversely impact our revenues and operating results on a consolidated basis and/or may have a disproportionate adverse impact on our Transit segment. We rely on third parties to manufacture, transport and install our digital displays, and provide and support programmatic, direct sale and other advertising platform technologies (including artificial intelligence-assisted tools) for our digital display inventory.
Commitments and Contingencies to the Consolidated Financial Statements.) Total future minimum payments for rental payments under operating leases for billboard sites, office space and equipment of $2,210.5 million include $1,424.5 million for our billboard sites. (See Item 8., Note 5. Leases to the Consolidated Financial Statements.) As of December 31, 2024, we had long-term debt of approximately $2.5 billion.
Commitments and Contingencies to the Consolidated Financial Statements.) Total future minimum payments for rental payments under operating leases for billboard sites, office space and equipment of $2,247.2 million include $2,116.9 million for our billboard sites. (See Item 8., Note 5. Leases to the Consolidated Financial Statements.) As of December 31, 2025, we had long-term debt of approximately $2.6 billion.
Debt to the Consolidated Financial Statements.) Off-Balance Sheet Arrangements Our off-balance sheet commitments primarily consist of guaranteed minimum annual payments. (See Item 8., Note 18.
Debt to the Consolidated Financial Statements.) Off-Balance Sheet Arrangements Our off-balance sheet commitments primarily consist of guaranteed minimum annual payments and letters of credit. (See Item 8., Note 19.
There can be no assurance that these estimates and 60 assumptions will prove to be an accurate prediction of the future, and a downward revision of these estimates and/or assumptions would decrease our cash flows, which could result in additional impairment charges in the future.
There can be no assurance that these estimates and assumptions will prove to be an accurate prediction of the future, and a downward revision of these estimates and/or assumptions would decrease our cash flows, which could result in additional impairment charges in the future. Accounting Standards See Item 8., Note 2.
Deferred Financing Costs As of December 31, 2024, we had deferred $21.0 million in fees and expenses associated with the Term Loan, the Revolving Credit Facility, the AR Facility and our senior notes.
Deferred Financing Costs As of December 31, 2025, we had deferred $20.4 million in fees and expenses associated with the Term Loan, the Revolving Credit Facility, the AR Facility and our senior notes.
Debt Covenants Our credit agreement, dated as of January 31, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), governing the Senior Credit Facilities, the agreements governing the AR Facility, and the indentures governing our senior notes contain customary affirmative and negative covenants, subject to certain exceptions, including but not limited to those that restrict the Company’s and its subsidiaries’ abilities to (i) pay dividends on, repurchase or make distributions in respect to the Company’s or its wholly-owned subsidiary, Outfront Media Capital LLC’s capital stock or make other restricted payments other than dividends or distributions necessary for us to maintain our REIT status, subject to certain conditions and exceptions, (ii) enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany or third-party transfers, and (iii) incur additional indebtedness.
Debt Covenants The Credit Agreement governing the Senior Credit Facilities, the agreements governing the AR Facility, and the indentures governing our senior notes contain customary affirmative and negative covenants, subject to certain exceptions, including but not limited to those that restrict the Company’s and its subsidiaries’ abilities to (i) pay dividends on, repurchase or make distributions in respect to the Company’s or its wholly-owned subsidiary, Outfront Media Capital LLC’s, capital stock or make other restricted payments other than dividends or distributions necessary for us to maintain our REIT status and/or avoid incurring taxes, subject to certain conditions and exceptions, (ii) enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany or third-party transfers, and (iii) incur additional indebtedness or grant additional liens.
As of December 31, 2024, we have issued surety bonds in favor of the MTA totaling approximately $136.0 million, which amount is subject to 53 change as equipment installations are completed and revenues are generated.
As of December 31, 2025, we have issued surety bonds in favor of the MTA totaling approximately $72.3 million, which amount is subject to change as equipment installations are completed and revenues are generated.
Prior to its sale, our Canadian operations comprised our International operating segment, which did not meet the criteria to be a reportable segment and accordingly, was included in Other . Historical operating results of our Canadian operations are included in Other (see Item 8., Note 19.
Prior to its sale in 2024, our Canadian operations comprised our International operating segment, which did not meet the criteria to be a reportable segment and accordingly, was included in Other . Historical operating results of our Canadian operations are included in Other (see Item 8., Note 20. Segment Information to the Consolidated Financial Statements) through the date of sale.
Our payment obligations with respect to guaranteed minimum annual payment amounts owed to the MTA resumed on January 1, 2021, in accordance with the terms of the MTA Agreement, and any guaranteed minimum annual payment amounts that would have been paid for the period from April 1, 2020 through December 31, 2020 (less any revenue share amounts actually paid during this period using an increased revenue share percentage of 65%) will instead be added in equal increments to the guaranteed minimum annual payment amounts owed for the period from January 1, 2022, through December 31, 2026.
Any guaranteed minimum annual payment amounts that would have been paid for the period from April 1, 2020 through December 31, 2020 (less any revenue share amounts actually paid during this period using an increased revenue share percentage of 65%) will instead be added in equal increments to the guaranteed minimum annual payment amounts owed for the period from January 1, 2022, through December 31, 2026.
As of December 31, 2024, borrowing capacity remaining under the AR Facility was $140.0 million based on approximately $345.3 million of accounts receivable that could be used as collateral for the AR Facility in accordance with the agreements governing the AR Facility.
As of December 31, 2025, borrowing capacity remaining under the AR Facility was $150.0 million based on approximately $412.6 million of accounts receivable that could be used as collateral for the AR Facility in accordance with the agreements governing the AR Facility.
Our inventory consists of billboard displays, which are primarily located on the most heavily traveled highways and roadways in top Nielsen Designated Market Areas (“DMAs”), and transit advertising displays operated under exclusive multi-year contracts with municipalities in large cities across the U.S.
Business We are one of the largest providers of advertising space on out-of-home advertising structures and sites across the U.S. Our inventory consists of billboard displays primarily located on the most heavily traveled highways and roadways in top Nielsen Designated Market Areas (“DMAs”), and transit advertising displays operated under exclusive multi-year contracts with municipalities in large cities across the U.S.
As of December 31, 2024, our Consolidated Net Secured Leverage Ratio was 1.5 to 1.0, as adjusted to give pro forma effect to the Transaction, in accordance with the Credit Agreement. As of December 31, 2024, we are in compliance with our debt covenants.
As of December 31, 2025, our Consolidated Net Secured Leverage Ratio was 1.5 to 1.0 in accordance with the Credit Agreement. As of December 31, 2025, we are in compliance with our debt covenants.
This estimate does not include equipment deployment costs that will be incurred in connection with the MTA Agreement (as described above). Cash used for financing activities increased by $343.9 million in 2024 compared to 2023.
This estimate does not include equipment deployment costs that will be incurred in connection with the MTA Agreement (as described above). Cash used for financing activities decreased by $354.5 million, or 72%, in 2025 compared to 2024.
Overview OUTFRONT Media is a real estate investment trust (“REIT”), which provides advertising space (“displays”) on out-of-home advertising structures and sites in the United States (the “U.S.”) . We currently manage our operations through two reportable operating segments—(1) Billboard and (2) Transit .
Overview OUTFRONT Media is a real estate investment trust (“REIT”) that provides advertising space (“displays”) on out-of-home advertising structures and sites in the United States (the “U.S.”), enabling advertisers to engage with audiences in high-impact in-real-life (“IRL”) moments and environments. We currently manage our operations through two reportable operating segments—(1) Billboard and (2) Transit .
Year Ended December 31, % (in millions, except percentages) 2024 2023 Change Net cash flow provided by operating activities $ 299.2 $ 254.2 18 % Net cash flow provided by (used for) investing activities 207.5 (107.5) * Net cash flow used for financing activities (495.4) (151.5) * Effect of exchange rate changes on cash and cash equivalents (0.4) 0.4 * Net increase (decrease) to cash, cash equivalents and restricted cash $ 10.9 $ (4.4) * * Calculation is not meaningful.
Year Ended December 31, % (in millions, except percentages) 2025 2024 Change Net cash flow provided by operating activities $ 307.6 $ 299.2 3 % Net cash flow provided by (used for) investing activities (113.7) 207.5 * Net cash flow used for financing activities (140.9) (495.4) (72) Effect of exchange rate changes on cash and cash equivalents — (0.4) * Net increase to cash, cash equivalents and restricted cash $ 53.0 $ 10.9 * * Calculation is not meaningful.
Year Ended December 31, % (in millions, except percentages) 2024 2023 Change Growth $ 56.4 $ 56.6 — % Maintenance 21.7 30.2 (28) Total capital expenditures $ 78.1 $ 86.8 (10) Capital expenditures decreased $8.7 million, or 10%, in 2024 compared to 2023, primarily due to lower spending related to the renovation of certain office facilities and lower spending on software and technology, partially offset by increased growth in digital displays and increased maintenance spending for billboard display upgrades.
Year Ended December 31, % (in millions, except percentages) 2025 2024 Change Growth $ 58.2 $ 56.4 3 % Maintenance 30.6 21.7 41 Total capital expenditures $ 88.8 $ 78.1 14 Capital expenditures increased $10.7 million, or 14%, in 2025 compared to 2024, primarily due to increased growth in digital displays, increased maintenance spending for billboard display upgrades and the renovation of certain office facilities, partially offset by the impact of the Transaction.
In 2024, we recorded a Loss on extinguishment of debt of $1.2 million on the Consolidated Statement of Operations, relating to the write-off of deferred financing costs and a portion of the discount on the Term Loan.
In 2025, we recorded a Loss on extinguishment of debt of $0.6 million on the Consolidated Statement of Operations, relating to the write-off of deferred financing costs and a portion of the discount on our previously existing term loan.
Further, out-of-home advertising can be an effective “stand-alone” medium, as well as an integral part of a campaign to reach audiences using multiple forms of media, including television, radio, print, online, mobile and social media advertising platforms. We provide our customers with a differentiated advertising solution at an attractive price point relative to other forms of advertising.
Further, out-of-home advertising can be an effective stand-alone medium, as well as an integral part of a campaign using multiple forms of media (including online, mobile and social media advertising platforms) that bridges commerce, culture and community. We provide our customers with a differentiated advertising solution at an attractive price point relative to other forms of advertising.
As a result of negative aggregate undiscounted cash flow forecasts related to our MTA asset group, we performed quarterly impairment analyses on the MTA asset group during the three months ended March 31, 2024 and June 30, 2024, and recorded impairment charges of $9.1 million and $8.8 million, respectively, in those periods for a total of $17.9 million in the six months ended June 30, 2024.
As a result of negative aggregate undiscounted cash flow forecasts related to our MTA asset group, we performed quarterly impairment analyses on the MTA asset group during 2024 and recorded impairment charges of $9.1 million in the first quarter of 2024 and $8.8 million in the second quarter of 2024, for a total of $17.9 million in the year ended December 31, 2024.
(b) Primarily Impairment charges related to our Transit reporting unit and MTA asset group (see Note 4. Long-Lived Assets to the Consolidated Financial Statements). (c) Income tax effect related to Net gain on disposition of real estate assets.
(b) Variable commissions directly associated with billboard revenues. (c) Primarily Impairment charges related to our Transit reporting unit and MTA asset group (see Item 8., Note 4. Long-Lived Assets to the Consolidated Financial Statements). (d) Income tax effect related to Restructuring charges in 2025 and Net gain on disposition of real estate assets in 2024.
In addition, we currently do not expect to recoup any equipment deployment costs throughout the remainder of the Amended Term (as defined below) of the MTA Agreement. We expect our MTA equipment deployment costs to be approximately $35.0 million in 2025.
In addition, we currently do not expect to recoup any equipment deployment costs in 2026. However, we do expect to recoup some equipment deployment costs throughout the remainder of the Amended Term (as defined below) of the MTA Agreement.
Cash paid for income taxes was $11.5 million in 2024 and $6.7 million in 2023.
Cash paid for income taxes was $2.2 million in 2025 and $11.5 million in 2024.
Year Ended December 31, (in millions) 2024 2023 Total revenues $ 1,830.9 $ 1,820.6 Operating income (loss) 425.5 (253.2) Net gain on dispositions (160.9) (14.2) Impairment charges 17.9 534.7 Depreciation 79.5 79.3 Amortization 72.0 81.2 Stock-based compensation 30.8 28.4 Adjusted OIBDA $ 464.8 $ 456.2 Adjusted OIBDA margin 25.4 % 25.1 % Net income (loss) attributable to OUTFRONT Media Inc. $ 258.2 $ (425.2) Depreciation of billboard advertising structures 59.5 60.2 Amortization of real estate-related intangible assets 65.5 71.1 Amortization of direct lease acquisition costs (a) 58.4 55.4 Net gain on disposition of real estate assets (160.9) (14.2) Impairment charges (b) 13.1 388.2 Adjustment related to redeemable and non-redeemable noncontrolling interests (0.3) (0.3) Income tax effect of adjustments (c) 10.1 — FFO attributable to OUTFRONT Media Inc. 303.6 135.2 Non-cash portion of income taxes (0.5) (2.7) Cash paid for direct lease acquisition costs (a) (56.9) (58.2) Maintenance capital expenditures (21.7) (30.2) Other depreciation 20.0 19.1 Other amortization 6.5 10.1 Impairment charges on non-real estate assets (b) 4.8 146.5 Stock-based compensation 30.8 28.4 Non-cash effect of straight-line rent 10.7 9.7 Accretion expense 2.9 3.1 Amortization of deferred financing costs 6.1 6.7 Loss on extinguishment of debt 1.2 8.1 AFFO attributable to OUTFRONT Media Inc. $ 307.5 $ 275.8 (a) Variable commissions directly associated with billboard revenues.
Year Ended December 31, (in millions) 2025 2024 Total revenues $ 1,831.7 $ 1,830.9 Operating income $ 293.5 $ 425.5 Restructuring charges (a) 20.1 — Net gain on dispositions (2.3) (160.9) Impairment charges — 17.9 Depreciation 90.6 79.5 Amortization 69.6 72.0 Stock-based compensation 27.8 30.8 Adjusted OIBDA $ 499.3 $ 464.8 Adjusted OIBDA margin 27.3 % 25.4 % Net income attributable to OUTFRONT Media Inc. $ 147.0 $ 258.2 Depreciation of billboard advertising structures 72.8 59.5 Amortization of real estate-related intangible assets 60.2 65.5 Amortization of direct lease acquisition costs (b) 56.1 58.4 Net (gain) loss on disposition of real estate assets (2.3) (160.9) Impairment charges (c) — 13.1 Adjustment related to redeemable and non-redeemable noncontrolling interests (0.3) (0.3) Income tax effect of adjustments (d) — 10.1 FFO attributable to OUTFRONT Media Inc. 333.5 303.6 Non-cash portion of income taxes (0.2) (0.5) Cash paid for direct lease acquisition costs (b) (56.1) (58.4) Maintenance capital expenditures (30.6) (21.7) Restructuring charges (a) 20.1 — Other depreciation 17.8 20.0 Other amortization 9.4 6.5 Impairment charges on non-real estate assets (c) — 4.8 Stock-based compensation 27.8 30.8 Non-cash effect of straight-line rent 7.7 10.7 Accretion expense 2.8 2.9 Amortization of deferred financing costs 5.8 6.1 Loss on extinguishment of debt 0.6 1.2 Adjustment related to non-controlling interests (0.1) — Income tax effect of adjustments (d) (0.8) — AFFO attributable to OUTFRONT Media Inc. $ 337.7 $ 306.0 43 (a) In 2025, Restructuring charges associated with the Plan consists of severance payments, employee benefits and related costs, and professional fees, and includes approximately $2.2 million in non-cash charges for stock-based compensation.
AFFO attributable to OUTFRONT Media Inc. in 2024 of $307.5 million increased $31.7 million, or 11%, compared to 2023, due primarily to higher Adjusted OIBDA, lower maintenance capital expenditures and lower cash paid for income taxes. 44 Segment Results of Operations We present Adjusted OIBDA as the primary measure of profit and loss for our reportable segments.
AFFO attributable to OUTFRONT Media Inc. in 2025 of $337.7 million increased $31.7 million, or 10%, compared to 2024, primarily due to higher Adjusted OIBDA and lower interest expense, partially offset by higher maintenance capital expenditures. Segment Results of Operations We present Adjusted OIBDA as the primary measure of profit and loss for our reportable segments.
We have no obligation to sell any of our common stock under the sales agreement and may at any time suspend solicitations and offers under the sales agreement. In 2024, no shares of our common stock were sold under the ATM Program. As of December 31, 2024, we had approximately $232.5 million of capacity remaining under the ATM Program.
We have no obligation to sell any of our common stock under the sales agreement and may at any time suspend solicitations and offers under the sales agreement. In 2025, no shares of our common stock were sold under the ATM Program.
We calculate AFFO as FFO adjusted to include cash paid for direct lease acquisition costs as such costs are generally amortized over a period ranging from four weeks to one year and therefore are incurred on a regular basis.
We calculate AFFO as FFO adjusted to include amortization of direct lease acquisition costs as such costs are generally amortized over a period ranging from four weeks to one year and therefore are incurred on a regular basis. AFFO also includes cash paid for maintenance capital expenditures since these are routine uses of cash that are necessary for our operations.
The total fees under the letter of credit facilities in 2024, 2023 and 2022 were immaterial. Accounts Receivable Securitization Facilities As of December 31, 2024, we have a $150.0 million revolving accounts receivable securitization facility (the “AR Facility”), which terminates in June 2027, unless further extended.
Accounts Receivable Securitization Facilities As of December 31, 2025, we have a $150.0 million revolving accounts receivable securitization facility (the “AR Facility”), which terminates in June 2027, unless further extended.
Further, the TRS SPV and the QRS SPV are jointly and severally liable for their respective obligations under the agreements governing the AR Facility. As of December 31, 2024, there were $10.0 million of outstanding borrowings under the AR Facility, at a borrowing rate of 5.9%.
Further, the TRS SPV and the QRS SPV are jointly and severally liable for their respective obligations under the agreements governing the AR Facility. As of December 31, 2025, there were no outstanding borrowings under the AR Facility.
Transit segment revenues increased $31.2 million, or 9%, in 2024 compared to 2023, primarily due to an increase in average revenue per display (yield), partially offset by the impact of new and lost transit franchise contracts in the period. We generated approximately 55% in each of 2024 and 2023 of our Transit segment revenues from national advertising campaigns.
Transit segment revenues increased $47.4 million, or 12%, in 2025 compared to 2024, primarily due to an increase in average revenue per display (yield), partially offset by the impact of new and lost transit franchise contracts. We generated approximately 57% in 2025 and 56% in 2024 of our Transit segment revenues from enterprise (formerly known as national) advertising campaigns.
The commitment fee based on the amount of unused commitments under the AR Facility was $0.3 million in 2024, $0.2 million in 2023 and $0.3 million in 2022. In January 2025, we made a repayment of $10.0 million under the AR Facility.
The commitment fee based on the amount of unused commitments under the AR Facility was $0.3 million in 2025 and $0.3 million in 2024.
As of December 31, 2024, our Consolidated Total Leverage Ratio was 4.8 to 1.0, as adjusted to give pro forma effect to the Transaction, in accordance with the Credit Agreement. 56 The terms of the Credit Agreement (and under certain circumstances, the agreements governing the AR Facility) require that we maintain a Consolidated Net Secured Leverage Ratio, which is the ratio of (i) our consolidated secured debt (less up to $150.0 million of unrestricted cash) to (ii) our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 4.5 to 1.0.
The terms of the Credit Agreement (and under certain circumstances, the agreements governing the AR Facility) require that we maintain a Consolidated Net Secured Leverage Ratio, which is the ratio of (i) our consolidated secured debt (less unrestricted cash) to (ii) our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 4.5 to 1.0 (subject to potential acquisition-related adjustments).
Corporate expenses increased $2.1 million in 2023 compared to 2022, primarily due to the impact of market fluctuations on an unfunded equity-linked retirement plan offered by the Company to certain employees and higher professional fees, partially offset by lower compensation-related expenses. 51 Liquidity and Capital Resources As of December 31, % (in millions, except percentages) 2024 2023 Change Assets: Cash and cash equivalents $ 46.9 $ 36.0 30 % Receivables, less allowances of $20.6 in 2024 and $17.2 in 2023 305.3 287.6 6 Prepaid lease and transit franchise costs 4.0 4.5 (11) Other prepaid expenses 17.8 19.2 (7) Assets held for sale — 34.6 * Other current assets 11.8 15.7 (25) Total current assets 385.8 397.6 (3) Liabilities: Accounts payable 51.4 55.5 (7) Accrued compensation 56.7 41.4 37 Accrued interest 34.5 34.2 1 Accrued lease and franchise costs 82.8 80.0 4 Other accrued expenses 54.3 56.2 (3) Deferred revenues 42.8 37.7 14 Short-term debt 10.0 65.0 (85) Short-term operating lease liabilities 168.7 180.9 (7) Liabilities held for sale — 24.1 * Other current liabilities 19.6 18.0 9 Total current liabilities 520.8 593.0 (12) Working capital $ (135.0) $ (195.4) (31) * Calculation is not meaningful.
Corporate expenses increased $7.7 million, or 12%, in 2025 compared to 2024, primarily due to higher professional fees, including fees related to a management consulting project, higher compensation-related expenses, including severance, and the impact of market fluctuations on an unfunded equity-linked retirement plan offered by the Company to certain employees. 48 Liquidity and Capital Resources As of December 31, % (in millions, except percentages) 2025 2024 Change Assets: Cash and cash equivalents $ 99.9 $ 46.9 113 % Receivables, less allowances of $23.2 in 2025 and $20.6 in 2024 365.7 305.3 20 Prepaid lease and transit franchise costs 5.1 4.0 28 Other prepaid expenses 21.9 17.8 23 Other current assets 11.1 11.8 (6) Total current assets 503.7 385.8 31 Liabilities: Accounts payable 50.2 51.4 (2) Accrued compensation 72.3 56.7 28 Accrued interest 35.1 34.5 2 Accrued lease and franchise costs 72.2 82.8 (13) Other accrued expenses 55.5 54.3 2 Deferred revenues 57.7 42.8 35 Short-term debt — 10.0 * Short-term operating lease liabilities 172.9 168.7 2 Other current liabilities 29.4 19.6 50 Total current liabilities 545.3 520.8 5 Working capital $ (41.6) $ (135.0) (69) * Calculation is not meaningful.
(a) Organic revenues exclude the impact of the Transaction (“non-organic revenues”). Total Other revenues decreased $60.5 million, or 62%, in 2024 compared to 2023, primarily driven by the impact of the Transaction and a decline in third-party digital equipment sales. In 2024 and 2023, non-organic revenues reflect the impact of the Transaction.
(a) Organic revenues exclude the impact of the Transaction (“non-organic revenues”). Total Other revenues decreased $28.7 million, or 76%, in 2025 compared to 2024, primarily driven by the impact of the Transaction, partially offset by an increase in third-party digital equipment sales. In 2024, non-organic revenues reflect the impact of the Transaction.
Business Environment The outdoor advertising industry is fragmented, consisting of several companies operating on a national basis, as well as hundreds of smaller regional and local companies operating a limited number of displays in a single or a few local geographic markets. We compete with these companies for both customers and structure and display locations.
Restructuring Charges to the Consolidated Financial Statements.) Business Environment The outdoor advertising industry is fragmented, consisting of several companies operating on a national basis, as well as hundreds of smaller regional and local companies operating a limited number of displays in a single or a few local geographic markets.
As of December 31, 2024, 26,245 digital displays had been installed, composed of 5,010 digital advertising screens on subway and train platforms and entrances, 15,224 smaller-format digital advertising screens on rolling stock and 6,011 MTA communications displays. In the fourth quarter of 2024, 900 installations occurred, for a total of 6,548 installations occurring in 2024.
As of December 31, 2025, 27,354 digital displays had been installed, composed of 5,023 digital advertising screens on subway and train platforms and entrances, 15,904 smaller-format digital advertising screens on rolling stock and 6,427 MTA communications displays. In the fourth quarter of 2025, 13 installations 50 occurred, for a total of 1,109 installations occurring in 2025.
SG&A expenses increased $18.2 million, or 4%, in 2024 compared to 2023, primarily due to higher compensation-related expenses, including salaries, commissions and severance, higher professional fees, as a result of a management consulting project and higher rent related to new offices, partially offset by the impact of the Transaction.
SG&A expenses decreased $6.2 million, or 1%, in 2025 compared to 2024, primarily due to the impact of the Transaction, lower credit card usage by customers, lower rent related to new offices in the first half of 2024 and lower compensation-related expenses, including severance and salaries, partially offset by higher professional fees, as a result of a management consulting project, and higher travel and entertainment expenses.
In 2023, we recorded impairment charges of $534.7 million primarily related to impairment charges with respect to our MTA asset group and our historical Transit reporting unit (see Item 8., Note 4. Long-Lived Assets to the Consolidated Financial Statements). Transit segment Adjusted OIBDA was $8.3 million in 2024 compared an Adjusted OIBDA loss of $16.0 million in 2023.
We recorded impairment charges of $17.9 million in the six months ended June 30, 2024, primarily related to impairment charges with respect to our MTA asset group and our historical Transit reporting unit (see Item 8., Note 4. Long-Lived Assets to the Consolidated Financial Statements). Transit segment Adjusted OIBDA increased $34.8 million in 2025 compared to 2024.
Long-lived Assets to the Consolidated Financial Statements.) We currently expect positive aggregate cash flows on an undiscounted basis through to the end of the Amended Term of the MTA Agreement.
(See the “Critical Accounting Policies” section of this MD&A and Item 8., Note 4. Long-lived Assets to the Consolidated Financial Statements.) We currently expect positive aggregate cash flows on an undiscounted basis through to the end of the Amended Term of the MTA Agreement.
We have incurred, and we intend to incur, significant equipment deployment costs and capital expenditures, in the coming years to continue increasing the number of digital displays in our portfolio.
Revenues generated on our network of digital transit displays are generally higher than revenues generated on a comparable portfolio of our static transit displays. 37 We have incurred significant equipment deployment costs and capital expenditures, and intend to incur significant capital expenditures in the coming years to continue increasing the number of digital displays in our portfolio.
Revenues generated from programmatic advertising platforms are based on agreements with the platforms, rather than direct contracts with individual advertisers. (See Item 8., Note 12.
Billboard display and Transit display revenues generated from programmatic advertising platforms are recognized as rental income as the related advertisement is displayed. Revenues generated from programmatic advertising platforms are based on agreements with the platforms, rather than direct contracts with individual advertisers. (See Item 8., Note 12.
Billboard segment revenues increased $60.9 million, or 5%, in 2023 compared to 2022, reflecting an increase in average revenue per display (yield), driven by the impact of programmatic and direct sale advertising platforms on digital billboard revenues, the impact of new and lost billboards in the period, including acquisitions, and higher proceeds from condemnations.
Billboard segment revenues decreased $17.9 million, or 1%, in 2025 compared to 2024, reflecting the impact of lost billboards in the period, partially offset by an increase in average revenue per display (yield), including the impact of programmatic platforms on digital billboard revenues and higher proceeds from condemnations.
In 2024, we built or converted 89 new digital billboard displays in the U.S. and entered into marketing arrangements to sell advertising on 21 third-party digital billboard displays in the U.S. In 2024, we built, converted or replaced 6,664 digital transit and other displays in the U.S.
In 2025, we built or converted 103 new digital billboard displays in the U.S. and entered into marketing arrangements to sell advertising on 21 third-party digital billboard displays. In 2025, we built, converted or replaced 1,170 digital transit and other displays. The following table sets forth information regarding our digital displays.
As a result of negative aggregate undiscounted cash flow forecasts related to our MTA asset group, we performed quarterly impairment analyses on the MTA asset group during the three months ended March 31, 2024 and June 30, 2024, and recorded impairment charges of $9.1 million and $8.8 million, respectively, in those periods for a total of $17.9 million in the six months ended June 30, 2024.
As a result of negative aggregate undiscounted cash flow forecasts related to our MTA asset group, we performed quarterly impairment analyses on the MTA asset group during 2024 and recorded impairment charges of $17.9 million during 2024, representing additional MTA equipment deployment cost spending during the six months ended June 30, 2024. No impairment charges were recorded during 2025.
As a result of negative aggregate undiscounted cash flow forecasts related to our MTA asset group, we performed quarterly impairment analyses on the MTA asset group during the three months ended March 31, 2024 and June 30, 2024, and recorded impairment charges of $9.1 million and $8.8 million, respectively, in those periods for a total of $17.9 million in the six months ended June 30, 2024.
As a result of negative aggregate undiscounted cash flow forecasts related to our MTA asset group, we performed quarterly impairment analyses on the MTA asset group during 2024 and recorded impairment charges of $17.9 million during 2024, representing additional MTA equipment deployment cost spending during the six months ended June 30, 2024. No impairment charges were recorded during 2025.
The breadth and depth of our portfolio provides our customers with a range of options to address their marketing objectives, from national, brand-building campaigns to hyper-local campaigns that drive customers to the advertiser’s website or retail location “one mile down the road.” In addition to providing location-based displays, we also focus on delivering mass and targeted audiences to our customers.
The breadth and depth of our portfolio provides our customers with a range of options to address their marketing objectives by elevating brand influence and credibility through enterprise or commercial brand-building campaigns. In addition to providing location-based displays, we also focus on delivering mass and targeted audiences to our customers.
The decrease in Transit segment Adjusted OIBDA was due primarily to increases in the MTA guaranteed minimum annual payments in 2023 and an increase in Transit segment SG&A expenses, compared to a lower increase in Transit segment revenues. 49 Other 2024 vs 2023 Year Ended December 31, % Change (in millions, except percentages) 2024 2023 Operating income $ 157.9 $ 11.4 * Net gain on dispositions (155.1) — * Depreciation — 4.9 * Amortization — 6.8 * Adjusted OIBDA $ 2.8 $ 23.1 (88) % Revenues $ 37.8 $ 98.3 (62) Organic revenues (a) $ 2.9 $ 6.2 (53) Non-organic revenues 34.9 92.1 (62) Total revenues 37.8 98.3 (62) Operating expenses: Billboard property lease (10.5) (22.4) (53) Transit franchise (1.8) (4.7) (62) Posting, maintenance and other (11.5) (25.8) (55) Total operating expenses (23.8) (52.9) (55) SG&A expenses (11.2) (22.3) (50) Adjusted OIBDA $ 2.8 $ 23.1 (88) Adjusted OIBDA margin 7.4 % 23.5 % * Calculation is not meaningful.
The increase in Transit segment Adjusted OIBDA was primarily due to a larger increase in Transit segment revenues compared to a smaller increase in Transit segment operating expenses. 47 Other Year Ended December 31, % Change (in millions, except percentages) 2025 2024 Operating income $ 1.8 $ 157.9 * Net gain on dispositions — (155.1) * Adjusted OIBDA $ 1.8 $ 2.8 (36) % Revenues $ 9.1 $ 37.8 (76) Organic revenues (a) $ 9.1 $ 2.9 * Non-organic revenues — 34.9 * Total revenues 9.1 37.8 (76) Operating expenses: Billboard property lease — (10.5) * Transit franchise — (1.8) * Posting, maintenance and other (7.2) (11.5) (37) Total operating expenses (7.2) (23.8) (70) SG&A expenses (0.1) (11.2) (99) Adjusted OIBDA $ 1.8 $ 2.8 (36) Adjusted OIBDA margin 19.8 % 7.4 % * Calculation is not meaningful.
Year Ended December 31, % Change (in millions, except percentages) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 Operating expenses: Billboard property lease $ 482.8 $ 499.7 $ 459.9 (3) % 9 % Transit franchise 238.1 240.3 235.3 (1) 2 Posting, maintenance and other 228.1 223.1 221.4 2 1 Total operating expenses $ 949.0 $ 963.1 $ 916.6 (1) 5 Billboard property lease expenses represented 34% of total billboard revenues in 2024, 35% in 2023 and 33% in 2022.
Year Ended December 31, % Change (in millions, except percentages) 2025 2024 Operating expenses: Billboard property lease $ 446.6 $ 482.8 (7) % Transit franchise 243.2 238.1 2 Posting, maintenance and other 228.7 228.1 — Total operating expenses $ 918.5 $ 949.0 (3) Billboard property lease expenses represented 24% of total revenues in 2025 and 26% in 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAs of December 31, 2024, we had active electricity purchase agreements with fixed contract rates for locations in Illinois, New Jersey, New York, Pennsylvania and Texas, which expire at various dates through October 2027. 62 Interest Rate Risk We are subject to interest rate risk to the extent we have variable-rate debt outstanding, including under our Senior Credit Facilities and the AR Facility.
Biggest changeAs of December 31, 2025, we had active electricity purchase agreements with fixed contract rates for locations in Illinois, Missouri, Ohio and Texas, which expire at various dates through October 2027. 58 Interest Rate Risk We are subject to interest rate risk to the extent we have variable-rate debt outstanding, including under our Senior Credit Facilities and the AR Facility.
We perform credit evaluations on our customers and agencies and believe that the allowances for credit losses are adequate. We do not currently use derivatives or other financial instruments to mitigate credit risk. 63 Table of Contents
We perform credit evaluations on our customers and agencies and believe that the allowances for credit losses are adequate. We do not currently use derivatives or other financial instruments to mitigate credit risk. 59 Table of Contents
As of December 31, 2024, we had a $400.0 million variable-rate Term Loan due 2026 outstanding, which has an interest rate of 6.1% per year. An increase or decrease of 1/4% in our interest rate on the Term Loan will change our annualized interest expense by approximately $1.0 million.
As of December 31, 2025, we had a $500.0 million variable-rate Term Loan due 2032 outstanding, which has an interest rate of 5.7% per year. An increase or decrease of 1/4% in our interest rate on the Term Loan will change our annualized interest expense by approximately $1.3 million.
For the year ended December 31, 2024, such contracts accounted for 8.2% of our total utility costs.
For the year ended December 31, 2025, such contracts accounted for 10.7% of our total utility costs.
Removed
As of December 31, 2024, there were $10.0 million of outstanding borrowings under the AR Facility, at a borrowing rate of 5.9%. An increase or decrease of 1/4% in our interest rate on the AR Facility would have an immaterial impact on our annualized interest expense. In January 2025, we made a repayment of $10.0 million under the AR Facility.

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