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What changed in LAMAR ADVERTISING CO/NEW's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of LAMAR ADVERTISING CO/NEW'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.

+265 added−277 removedSource: 10-K (2026-02-20) vs 10-K (2025-02-20)

Top changes in LAMAR ADVERTISING CO/NEW's 2025 10-K

265 paragraphs added · 277 removed · 235 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

55 edited+1 added−3 removed59 unchanged
Biggest changeMarkets with less than 1% of total displays are grouped in the category “all other United States.” Percentage of Revenues for the year ended, December 31, 2024 Number of Displays for the year ended, December 31, 2024 Market Static Billboard Displays Digital Billboard Displays Transit Displays Logo Displays Total Displays Static Billboard Displays Digital Billboard Displays Transit Displays Logo Displays Total Displays Percentage of Total Displays Las Vegas, NV 1.5 % 2.1 % 19.0 % — 2.9 % 722 93 1,504 — 2,319 0.6 % New York, NY 2.4 % 2.4 % — — 2.1 % 1,008 76 — — 1,084 0.3 % Chicago, IL 1.9 % 2.4 % — — 1.8 % 2,053 159 — — 2,212 0.6 % Pittsburgh, PA 1.9 % 2.0 % 0.4 % — 1.7 % 2,853 68 327 — 3,248 0.9 % Nashville, TN 1.5 % 2.0 % — — 1.5 % 2,089 93 — — 2,182 0.6 % San Bernardino, CA 1.3 % 2.1 % 1.4 % — 1.5 % 609 59 1,234 — 1,902 0.5 % Dallas, TX 1.7 % 1.0 % 1.8 % — 1.4 % 1,253 32 459 — 1,744 0.5 % Cleveland, OH 1.6 % 1.6 % — — 1.4 % 2,223 57 — — 2,280 0.6 % Phoenix, AZ 0.3 % 2.4 % 7.4 % — 1.4 % 148 73 4,242 — 4,463 1.2 % Atlanta, GA 1.1 % 2.6 % — — 1.4 % 830 92 — — 922 0.3 % Knoxville, TN 1.8 % 1.0 % — — 1.4 % 2,357 67 — — 2,424 0.7 % Seattle, WA 1.6 % 0.7 % 1.5 % — 1.3 % 1,534 19 1,602 — 3,155 0.9 % Birmingham, AL 1.4 % 1.3 % 0.4 % — 1.2 % 2,080 51 231 — 2,362 0.7 % Reading, PA 1.2 % 1.8 % — — 1.2 % 1,355 104 — — 1,459 0.4 % Indianapolis, IN 1.3 % 1.1 % 1.7 % — 1.2 % 2,467 36 123 — 2,626 0.7 % Raleigh, NC 1.5 % 0.8 % — — 1.1 % 2,521 49 — — 2,570 0.7 % Greenville-Spartanburg, SC 1.3 % 1.2 % — — 1.1 % 1,808 51 — — 1,859 0.5 % Oklahoma City, OK 1.2 % 1.3 % 0.4 % — 1.1 % 1,970 46 35 — 2,051 0.6 % Hartford, CT 1.0 % 1.7 % — — 1.1 % 827 53 — — 880 0.2 % Richmond, VA 1.1 % 1.5 % — — 1.1 % 1,237 53 — — 1,290 0.4 % Cincinnati, OH 0.9 % 1.8 % — — 1.0 % 1,110 48 — — 1,158 0.3 % Baton Rouge, LA 1.1 % 1.1 % — — 1.0 % 1,356 56 — — 1,412 0.4 % Pensacola, FL 1.0 % 1.2 % — — 1.0 % 2,239 85 — — 2,324 0.6 % All US Logo Programs* — — — 92.7 % 3.5 % — — — 143,299 143,299 39.8 % All Other United States 68.4 % 62.9 % 48.2 % — 63.0 % 117,360 3,474 27,122 — 147,956 41.1 % All Other Canada* — — 17.8 % 7.3 % 1.6 % — — 10,616 10,690 21,306 5.9 % Total 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 154,009 4,994 47,495 153,989 360,487 100.0 % Total Revenue (in millions) $ 1,364.7 $ 591.5 $ 166.9 $ 84.0 $ 2,207.1 * Logo displays at December 31, 2024 include 15,768 displays related to the tourist oriented direction signing ("TODS") programs.
Biggest changeMarkets with less than 1% of total displays are grouped in the category “all other United States.” Percentage of Revenues for the year ended December 31, 2025 Number of Displays for the year ended December 31, 2025 Market Static Billboard Displays Digital Billboard Displays Transit Displays Logo Displays Total Displays Static Billboard Displays Digital Billboard Displays Transit Displays Logo Displays Total Displays Percentage of Total Displays Las Vegas, NV 1.4 % 2.1 % 20.0 % — 2.9 % 708 94 1,504 — 2,306 0.6 % New York, NY 2.4 % 2.6 % — — 2.2 % 912 113 — — 1,025 0.3 % Chicago, IL 1.9 % 2.6 % — — 1.9 % 2,035 171 — — 2,206 0.6 % Pittsburgh, PA 1.8 % 1.8 % 0.4 % — 1.6 % 2,818 70 327 — 3,215 0.9 % Nashville, TN 1.5 % 2.1 % — — 1.5 % 2,010 108 — — 2,118 0.6 % Phoenix, AZ 0.3 % 2.4 % 8.2 % — 1.5 % 147 81 4,272 — 4,500 1.2 % Dallas, TX 1.7 % 1.0 % 1.9 % — 1.4 % 1,242 36 459 — 1,737 0.5 % Knoxville, TN 1.9 % 1.1 % — — 1.4 % 2,337 71 — — 2,408 0.7 % San Bernardino, CA 1.3 % 1.8 % 1.6 % — 1.4 % 602 62 1,307 — 1,971 0.5 % Atlanta, GA 1.1 % 2.4 % — — 1.4 % 829 94 — — 923 0.3 % Reading, PA 1.2 % 2.1 % — — 1.3 % 1,350 125 — — 1,475 0.4 % Cleveland, OH 1.4 % 1.5 % — — 1.3 % 2,201 63 — — 2,264 0.6 % Seattle, WA 1.6 % 0.6 % 1.6 % — 1.3 % 1,521 19 1,596 — 3,136 0.9 % Indianapolis, IN 1.2 % 1.0 % 1.8 % — 1.2 % 2,436 39 123 — 2,598 0.7 % Birmingham, AL 1.3 % 1.1 % 0.5 % — 1.1 % 2,052 57 200 — 2,309 0.6 % Raleigh, NC 1.5 % 0.8 % — — 1.1 % 2,499 51 — — 2,550 0.7 % Oklahoma City, OK 1.2 % 1.2 % 0.5 % — 1.1 % 1,941 49 35 — 2,025 0.6 % Richmond, VA 1.1 % 1.4 % — — 1.1 % 1,226 57 — — 1,283 0.4 % Hartford, CT 1.0 % 1.6 % — — 1.1 % 826 53 — — 879 0.2 % Greenville, SC 1.3 % 1.1 % — — 1.1 % 1,770 54 — — 1,824 0.5 % Cincinnati, OH 0.9 % 1.7 % — — 1.0 % 1,098 53 — — 1,151 0.3 % Pensacola, FL 1.1 % 1.1 % — — 1.0 % 2,186 89 — — 2,275 0.6 % All US Logo Programs — — — 93.4 % 3.7 % — — — 148,143 148,143 41.1 % All Other United States 69.9 % 64.9 % 51.3 % — 64.3 % 119,055 3,944 25,025 — 148,024 41.1 % All Other Canada — — 12.2 % 6.6 % 1.1 % — — 5,757 12,689 18,446 5.1 % Total 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 153,801 5,553 40,605 160,832 360,791 100.0 % Total Revenue (in millions) $ 1,382.2 $ 631.6 $ 163.2 $ 89.2 $ 2,266.2 * Logo displays at December 31, 2025 include 16,405 displays related to the tourist oriented directional signing ("TODS") programs.
Transit contracts are generally with the local municipalities and airport authorities and allow us the exclusive right to rent advertising space to customers in airports and on buses, benches or shelters. The terms of the contracts vary but generally range between 3-10 years, many with renewable options for contract extension.
Transit contracts are generally with the local municipalities and airport authorities and allow us the exclusive right to rent advertising space to customers in airports and on buses, benches or shelters. The terms of the contracts vary but generally range between 3 to 10 years, many with renewable options for contract extension.
We operate the logo sign contracts in the province of Ontario, Canada and in the following states: Colorado Kansas Minnesota Montana New Hampshire Ohio Tennessee Delaware Kentucky Mississippi Nebraska New Jersey Oklahoma Utah Florida Louisiana Missouri (1) Nevada New Mexico South Carolina Wisconsin Georgia Michigan (1) The logo sign contract in Missouri is operated by a 66 2/3% owned partnership.
We operate the logo sign contracts in the province of Ontario, Canada and in the following states: Alabama Georgia Michigan Montana New Hampshire Ohio Tennessee Colorado Kansas Minnesota Nebraska New Jersey Oklahoma Utah Delaware Kentucky Mississippi Nevada New Mexico South Carolina Wisconsin Florida Louisiana Missouri (1) (1) The logo sign contract in Missouri is operated by a 66 2/3% owned partnership.
We believe that our strong emphasis on sales and customer service and our position as a major provider of advertising services in each of our primary markets enables us to compete effectively with the other outdoor advertising companies, as well as with other media, within those markets. 9 Table of Contents GEOGRAPHIC DIVERSIFICATION Our advertising displays are geographically diversified across the United States and Canada.
We believe that our strong emphasis on sales and customer service and our position as a major provider of advertising services in each of our primary markets enable us to compete effectively with the other outdoor advertising companies, as well as with other media, within those markets. 9 Table of Contents GEOGRAPHIC DIVERSIFICATION Our advertising displays are geographically diversified across the United States and Canada.
Our contracts with customers generally cover periods ranging from one week to one year and are generally billed every four weeks. Since contract terms are short-term in nature, we do not consider revenues by year of contract expiration to be meaningful. HUMAN CAPITAL RESOURCES Our People. We employed over 3,500 people as of December 31, 2024.
Our contracts with customers generally cover periods ranging from one week to one year and are generally billed every four weeks. Since contract terms are short-term in nature, we do not consider revenues by year of contract expiration to be meaningful. HUMAN CAPITAL RESOURCES Our People. We employed over 3,500 people as of December 31, 2025.
We seek to identify and closely monitor the needs of our tenants and to provide them with a full complement of high quality advertising services. Local advertising constituted approximately 79% of our outdoor net revenues for the year ended December 31, 2024, which management believes is higher than the industry average.
We seek to identify and closely monitor the needs of our tenants and to provide them with a full complement of high quality advertising services. Local advertising constituted approximately 79% of our outdoor net revenues for the year ended December 31, 2025, which management believes is higher than the industry average.
Regulations generally restrict the size, spacing, lighting and other aspects of advertising structures and pose a significant barrier to entry and expansion in many markets. Federal law, principally the Highway Beautification Act of 1965 (the “HBA”), regulates outdoor advertising on Federal — Aid Primary, Interstate and National Highway Systems roads.
Regulations generally restrict the size, spacing, lighting and other aspects of advertising structures and pose a significant barrier to entry and expansion in many markets. Federal law, principally the Highway Beautification Act of 1965 (the “HBA”), regulates outdoor advertising on Federal — Aid Primary, Interstate and National Highway System roads.
An important part of our management activity is to manage our lease portfolio and negotiate suitable lease renewals and extensions. 12 Table of Contents The following table illustrates the number of leased and owned sites by state as of December 31, 2024, which is sorted from greatest to least in number and percentage of leased sites.
An important part of our management activity is to manage our lease portfolio and negotiate suitable lease renewals and extensions. 12 Table of Contents The following table illustrates the number of leased and owned sites by state as of December 31, 2025, which is sorted from greatest to least in number and percentage of leased sites.
In marketing transit advertising displays to advertisers, we compete with other forms of out-of-home advertising and other media. When selecting the media and provider through which to advertise, advertisers consider a number of factors and advertising providers which are described in the section titled — “Competition” below.
In marketing billboard displays to advertisers, we compete with other forms of out-of-home advertising and other media. When selecting the media and provider through which to advertise, advertisers consider a number of factors and advertising providers, which are described in the section titled — “Competition” below.
The table below sets forth the industries from which we derived most of our billboard advertising revenues for the year ended December 31, 2024, as well as the percentage of billboard advertising revenues attributable to the advertisers in those industries.
The table below sets forth the industries from which we derived most of our billboard advertising revenues for the year ended December 31, 2025, as well as the percentage of billboard advertising revenues attributable to the advertisers in those industries.
When selecting the media and provider through which to advertise, advertisers consider a number of factors and advertising providers which are described in the section titled — “Competition” below. Transit Advertising We entered into the transit advertising business in 1993 as a way to complement our existing business and maintain market share in certain markets.
When selecting the media and provider through which to advertise, advertisers consider a number of factors and advertising providers which are described in the section titled — “Competition” below. 8 Table of Contents Transit Advertising We entered into the transit advertising business in 1993 as a way to complement our existing business and maintain market share in certain markets.
See Item 2. — “Properties.” In the majority of our markets, our local production staffs perform the full range of activities required to create and install billboard advertising displays. Production work includes creating the advertising copy design and layout, coordinating its printing and installing the designs on the displays.
See Item 2. — “Properties.” 7 Table of Contents In the majority of our markets, our local production staffs perform the full range of activities required to create and install billboard advertising displays. Production work includes creating the advertising copy design and layout, coordinating its printing and installing the designs on the displays.
Digital billboards are capable of generating over one billion colors and vary in brightness based on ambient conditions. They display completely digital advertising copy from various advertisers in a slide show fashion, rotating each advertisement approximately every 6 to 8 seconds. At December 31, 2024, our inventory included approximately 5,000 digital display billboards in various markets.
Digital billboards are capable of generating over one billion colors and vary in brightness based on ambient conditions. They display completely digital advertising copy from various advertisers in a slide show fashion, rotating each advertisement approximately every 6 to 8 seconds. At December 31, 2025, our inventory included approximately 5,500 digital display billboards in various markets.
We also operate the tourist oriented directional signing (“TODS”) programs for the states of Colorado, Kansas, Kentucky, Louisiana, Michigan, Mississippi, Missouri, Montana, Nebraska, Nevada, New Jersey, Ohio, South Carolina, Utah, and the province of Ontario, Canada, providing approximately 15,700 advertising displays. Our logo and TODS operations are decentralized.
We also operate the tourist oriented directional signing (“TODS”) programs for the states of Colorado, Kansas, Kentucky, Louisiana, Michigan, Mississippi, Missouri, Montana, Nebraska, Nevada, New Jersey, Ohio, South Carolina, Utah, and the province of Ontario, Canada, providing approximately 16,400 advertising displays. Our logo and TODS operations are decentralized.
We believe that our relationship with our employees, including our approximately 100 unionized employees, is favorable, and we have never experienced a strike or work stoppage.
We believe that our relationship with our employees, including our approximately 90 unionized employees, is favorable, and we have never experienced a strike or work stoppage.
In addition to traditional billboards, we also rent space on digital billboards, which are generally located on major traffic arteries and city streets. As of December 31, 2024, we owned and operated approximately 5,000 digital billboard advertising displays in 43 states and Canada. Logo signs.
In addition to traditional billboards, we also rent space on digital billboards, which are generally located on major traffic arteries and city streets. As of December 31, 2025, we owned and operated approximately 5,500 digital billboard advertising displays in 43 states and Canada. Logo signs.
As Lamar’s business continues to grow, so does the Company’s strong commitment to recruiting a work force with diverse talents, as well as to developing and retaining the successful members of our sales and management teams. Our 975 local account executives and approximately 170 local management employees have been with the Company for an average of 12 years.
As Lamar’s business continues to grow, so does the Company’s strong commitment to recruiting a work force with diverse talents, as well as to developing and retaining the successful members of our sales and management teams. Our 1,000 local account executives and approximately 170 local management employees have been with the Company for an average of 13 years.
We rent advertising space on logo signs located near highway exits. • Logo signs generally advertise nearby gas, food, camping, lodging and other attractions. We are the largest provider of logo signs in the United States, operating 23 of the 26 privatized state logo sign contracts.
We rent advertising space on logo signs located near highway exits. • Logo signs generally advertise nearby gas, food, camping, lodging and other attractions. We are the largest provider of logo signs in the United States, operating 24 of the 28 privatized state logo sign contracts.
In addition, we routinely invest in upgrading our existing displays and constructing new displays. Since January 1, 2015, we have invested approximately $1.24 billion in capitalized expenditures, which include improvements to our existing real estate portfolio, improvements to recently acquired locations and the construction of new locations.
In addition, we routinely invest in upgrading our existing displays and constructing new displays. Since January 1, 2016, we have invested approximately $1.32 billion in capitalized expenditures, which include improvements to our existing real estate portfolio, improvements to recently acquired locations and the construction of new locations.
Approximately 75% of our leases will expire or be subject to renewal in the next 5 years, 15% will expire or be subject to renewal in 6 to 10 years and 10% thereafter. There is no significant concentration of displays under any one lease or subject to negotiation with any one landlord.
Approximately 73% of our leases will expire or be subject to renewal in the next 5 years, 17% will expire or be subject to renewal in 6 to 10 years and 10% thereafter. There is no significant concentration of displays under any one lease or subject to negotiation with any one landlord.
As of December 31, 2024, we leased approximately 71,500 outdoor sites, accounting for an annualized lease expense of approximately $334.5 million. This amount represented approximately 17% of billboard advertising net revenues for that period. These leases are for varying terms ranging from month-to-month to a term of over ten years, and many provide us with renewal options.
As of December 31, 2025, we leased approximately 71,500 outdoor sites, accounting for an annualized lease expense of approximately $348.1 million. This amount represented approximately 17% of billboard advertising net revenues for that period. These leases are for varying terms ranging from month-to-month to a term of over ten years, and many provide us with renewal options.
Over 325 employees were engaged in overall management and general administration at our corporate headquarters in Baton Rouge, Louisiana, and the remainder, including approximately 975 local account executives, were employed in our operating offices. Fifteen of our local offices employ billposters and construction personnel who are covered by collective bargaining agreements.
Over 340 employees were engaged in overall management and general administration at our corporate headquarters in Baton Rouge, Louisiana, and the remainder, including approximately 1,000 local account executives, were employed in our operating offices. Fifteen of our local offices employ billposters and construction personnel who are covered by collective bargaining agreements.
To attract more attention, some of the panels may extend beyond the linear edges of the display face and may include three-dimensional embellishments. Because of their greater impact and higher cost, bulletins are usually located on major highways and target vehicular traffic. At December 31, 2024, we operated approximately 78,800 bulletin displays.
To attract more attention, some of the panels may extend beyond the linear edges of the display face and may include three-dimensional embellishments. Because of their greater impact and higher cost, bulletins are usually located on major highways and target vehicular traffic. At December 31, 2025, we operated approximately 79,600 bulletin displays.
These 5,000 digital billboards generated approximately 32% of billboard advertising net revenue. We own the physical structures on which the advertising copy is displayed. We build the structures on locations we either own or lease. In each local office, one employee typically performs site leasing activities for the markets served by that office.
These 5,500 digital billboards generated approximately 33% of billboard advertising net revenues. We own the physical structures on which the advertising copy is displayed. We build the structures on locations we either own or lease. In each local office, one employee typically performs site leasing activities for the markets served by that office.
Posters are concentrated on major traffic arteries and target vehicular traffic, and junior posters are concentrated on city streets and target hard-to-reach pedestrian traffic and nearby residents. At December 31, 2024, we operated approximately 80,200 poster displays. We generally rent poster space for 4 to 26 weeks, determined by the advertiser’s campaign needs.
Posters are concentrated on major traffic arteries and target vehicular traffic, and junior posters are concentrated on city streets and target hard-to-reach pedestrian traffic and nearby residents. At December 31, 2025, we operated approximately 79,700 poster displays. We generally rent poster space for 4 to 26 weeks, determined by the advertiser’s campaign needs.
The individual advertisers in these industries accounted for approximately 72% of our billboard advertising net revenues in the year ended December 31, 2024. No individual tenant accounted for more than 2% of our billboard advertising net revenues in that period.
The individual advertisers in these industries accounted for approximately 86% of our billboard advertising net revenues in the year ended December 31, 2025. No individual tenant accounted for more than 2% of our billboard advertising net revenues in that period.
We believe that the experience of our regional, territory and local managers has contributed greatly to our success. For example, our regional managers have been with us for an average of 33 years. In an effort to provide high quality sales and service at the local level, we employed approximately 975 local account executives as of December 31, 2024.
We believe that the experience of our regional, territory and local managers has contributed greatly to our success. For example, our regional managers have been with us for an average of 34 years. In an effort to provide high quality sales and service at the local level, we employed approximately 1,000 local account executives as of December 31, 2025.
As of December 31, 2024, we operated approximately 47,500 transit advertising displays in 23 states and Canada. CORPORATE HISTORY We have operated under the Lamar name since our founding in 1902 and have been publicly traded on NASDAQ under the symbol “LAMR” since 1996.
As of December 31, 2025, we operated approximately 40,600 transit advertising displays in 23 states and Canada. CORPORATE HISTORY We have operated under the Lamar name since our founding in 1902 and have been publicly traded on NASDAQ under the symbol “LAMR” since 1996.
Logo Sign Advertising We entered the logo sign advertising business in 1988 and have become the largest provider of logo sign services in the United States, operating 23 of the 26 privatized state logo contracts.
Logo Sign Advertising We entered the logo sign advertising business in 1988 and have become the largest provider of logo sign services in the United States, operating 24 of the 28 privatized state logo contracts.
Depending on the contract, we may or may not be entitled to compensation at that time. Of our 24 logo sign contracts in place, in the United States and Canada, at December 31, 2024, four are subject to renewal or expiration in 2025.
Depending on the contract, we may or may not be entitled to compensation at that time. Of our 25 logo sign contracts in place, in the United States and Canada, at December 31, 2025, seven are subject to renewal or expiration in 2026.
We erect logo signs, which generally advertise nearby gas, food, camping, lodging and other attractions, and directional signs, which direct vehicle traffic to nearby services and tourist attractions, near highway exits. As of December 31, 2024, we operated approximately 41,700 logo sign structures containing over 138,200 logo advertising displays in the United States and Canada.
We erect logo signs, which generally advertise nearby gas, food, camping, lodging and other attractions, and directional signs, which direct vehicle traffic to nearby services and tourist attractions, near highway exits. As of December 31, 2025, we operated approximately 43,700 logo sign structures containing over 144,400 logo advertising displays in the United States and Canada.
The assets held in our TRSs primarily consist of our transit advertising business, advertising services business and our foreign operations.
The assets held in our TRSs primarily consist of our transit advertising business, advertising services business, investments, certain partnerships and our foreign operations.
We also own 126 local operating facilities with front office administration and sales office space connected to back-shop poster and bulletin production space. In addition, we lease an additional 162 operating facilities at an aggregate lease expense for 2024 of approximately $10.2 million. We own approximately 10,900 parcels of property beneath our advertising displays.
We also own 126 local operating facilities with front office administration and sales office space connected to back-shop poster and bulletin production space. In addition, we lease an additional 171 operating facilities at an aggregate lease expense for 2025 of approximately $10.6 million. We own approximately 11,200 parcels of property beneath our advertising displays.
COMPANY OPERATIONS Billboard Advertising We rent most of our advertising space on two types of billboard advertising displays: bulletins and posters. As of December 31, 2024, we owned and operated approximately 159,000 billboard advertising displays in 45 states and Canada. In 2024, we derived approximately 76% of our billboard advertising net revenues from bulletin rentals and 24% from poster rentals.
COMPANY OPERATIONS Billboard Advertising We rent most of our advertising space on two types of billboard advertising displays: bulletins and posters. As of December 31, 2025, we owned and operated approximately 159,300 billboard advertising displays in 45 states and Canada. In 2025, we derived approximately 77% of our billboard advertising net revenues from bulletin rentals and 23% from poster rentals.
As of December 31, 2024, we owned and operated approximately 159,000 billboard advertising displays in 45 states and Canada.
As of December 31, 2025, we owned and operated approximately 159,300 billboard advertising displays in 45 states and Canada.
As of December 31, 2024, we operated over 138,200 logo sign advertising displays in 23 states and the province of Ontario, Canada. Transit advertising displays. We also rent advertising space on the exterior and interior of public transportation vehicles, in airport terminals, and on transit shelters and benches in over 80 markets.
As of December 31, 2025, we operated over 144,400 logo sign advertising displays in 24 states and the province of Ontario, Canada. Transit advertising displays. We also rent advertising space on the exterior and interior of public transportation vehicles, in airport terminals, and on transit shelters and benches in over 80 markets.
INFLATION As a result of the inflationary environment in the U.S., we have experienced increases in our direct and general and administrative costs, including increases in labor costs, utilities and equipment rentals. Increases in expenses were largely offset by increases in our advertising rates. We also experienced increased interest expenses related to rising interest rates.
INFLATION As a result of the inflationary environment in the U.S., we have experienced increases in our direct and general and administrative costs, including increases in labor costs, health insurance, utilities and equipment rentals. Increases in expenses were largely offset by increases in our advertising rates.
COMPETITION Although the outdoor advertising industry has encountered a wave of consolidation, the industry remains fragmented. The industry is comprised of several large outdoor advertising and media companies with operations in multiple markets, as well as smaller, local companies operating a limited number of structures in one or a few local markets.
The industry is comprised of several large outdoor advertising and media companies with operations in multiple markets, as well as smaller, local companies operating a limited number of structures in one or a few local markets.
As of December 31, 2024, and 2023, the annual taxable income generated by our TRSs in the aggregate was approximately $29.8 million and $30.4 million, respectively. 10 Table of Contents ADVERTISING TENANTS Our tenant base is diverse.
As of December 31, 2025 and 2024, the annual taxable income generated by our TRSs in the aggregate was approximately $131.2 million and $29.8 million, respectively. ADVERTISING TENANTS Our tenant base is diverse.
We spent approximately $125.3 million in total capital expenditures in fiscal year 2024, of which approximately $60.7 million was spent on digital technology. We expect our 2025 capitalized expenditures to be approximately $195 million. Growing our out-of-home programmatic channel. We offer a portion of our unsold digital display inventory to advertisers via our programmatic partners.
We spent $180.8 million in total capital expenditures in fiscal year 2025, of which $90.9 million was spent on digital technology. We expect our 2026 capitalized expenditures to be approximately $186 million. Growing our out-of-home programmatic channel. We offer a portion of our unsold digital display inventory to advertisers via our programmatic partners.
The findings of future studies related to the impact of digital billboards on driver safety issues, if any, may result in regulations at the federal or state level that impose greater restrictions on digital billboards.
However, new regulations could be enacted to impose greater restrictions on digital billboards due to alleged concerns over aesthetics or driver safety. The findings of future studies related to the impact of digital billboards on driver safety issues, if any, may result in regulations at the federal or state level that impose greater restrictions on digital billboards.
Our talented design staff uses state-of-the-art technology to prepare creative, eye-catching displays for our tenants. We can also help with the strategic placement of advertisements throughout an 7 Table of Contents advertiser’s market by using software that allows us to analyze the target audience and its demographics.
Our talented design staff uses state-of-the-art technology to prepare creative, eye-catching displays for our tenants. We can also help with the strategic placement of advertisements throughout an advertiser’s market by using software that allows us to analyze the target audience and its demographics. Our artists also assist in developing marketing presentations, demonstrations and strategies to attract new tenant advertisers.
Categories Percentage of Net Billboard Advertising Revenues Service 17 % Health Care 10 % Restaurants 9 % Retailers 8 % Automotive 5 % Amusement/Attractions 5 % Gaming 4 % Financial — Banks, Credit Unions 4 % Education 4 % Public Service 3 % Insurance 3 % 72 % REGULATION Outdoor advertising is subject to governmental regulation at the federal, state and local levels.
Categories Percentage of Net Billboard Advertising Revenues Service 19 % Health Care 10 % Restaurants 9 % Retailers 8 % Automotive 8 % Amusement - Entertainment/Sports 6 % Gaming 4 % Financial - Banks, Credit Unions 4 % Education 4 % Beverage 4 % Building - Construction 4 % Insurance 3 % Governmental/Nonprofit 3 % 86 % REGULATION Outdoor advertising is subject to governmental regulation at the federal, state and local levels.
We rent transit advertising displays in airport terminals and on bus shelters, benches and buses in over 80 transit markets, and our production staff provides a full range of creative and installation services to our transit advertising tenants.
We rent transit advertising displays in airport terminals and on bus shelters, benches and buses in over 80 transit markets, and our production staff provides a full range of creative and installation services to our transit advertising tenants. As of December 31, 2025, we operated approximately 40,600 transit advertising displays in 23 states and Canada.
When selecting the media and provider through which to advertise, advertisers consider a number of factors and advertising providers, which are described in the section titled — “Competition” below.
When selecting the media and provider through which to advertise, advertisers consider a number of factors and advertising providers which are described in the section titled — “Competition” below. COMPETITION Although the outdoor advertising industry has encountered a wave of consolidation, the industry remains fragmented.
Our TRS assets and operations will continue to be subject, as applicable, to U.S. federal and state corporate income taxes. Furthermore, our assets and operations outside the United States will continue to be subject to foreign taxes in the jurisdictions in which those assets and operations are located.
Furthermore, our assets and operations outside the United States will continue to be subject to foreign taxes in the jurisdictions in which those assets and operations are located.
We may, from time to time, change the election of previously designated TRSs to be treated as qualified REIT subsidiaries (“QRSs”) or other disregarded entities, and may reorganize and transfer certain assets or operations from our TRSs to other subsidiaries, including QRSs.
We may, from time to time, change the election of previously designated TRSs to be treated as qualified REIT subsidiaries (“QRSs”) or other disregarded entities, and may reorganize and transfer certain assets or operations from our TRSs to other subsidiaries, including QRSs. 10 Table of Contents Our TRS assets and operations will continue to be subject, as applicable, to U.S. federal and state corporate income taxes.
Although we have generally been able to obtain satisfactory compensation for those of our billboards purchased or removed as a result of governmental action, there is no assurance that this will continue to be the case in the future. 11 Table of Contents We have continued to expand the deployment of digital billboards, which display static digital advertising copy from various advertisers that change every 6 to 8 seconds.
Although we have generally been able to obtain satisfactory compensation for those of our billboards purchased or removed as a result of governmental action, there is no assurance that this will continue to be the case in the future.
Using federal funding for transportation enhancement programs, state governments have purchased and removed billboards for beautification, and may do so again in the future. Under the power of eminent domain, state or municipal governments have laid claim to property and forced the removal of billboards.
Under the power of eminent domain, state or municipal governments have laid claim to property and forced the removal of billboards.
In bidding for new and renewal contracts, we compete against national outdoor advertising providers and local, on-premise sign providers and sign construction companies. Transit advertising operators incur significant start-up costs to build and install the advertising structures (such as transit shelters) upon being awarded contracts.
Transit advertising operators incur significant start-up costs to build and install the advertising structures (such as transit shelters and airport displays) upon being awarded contracts. In marketing transit advertising displays to advertisers, we compete with other forms of out-of-home advertising and other media.
After complying with our REIT distribution requirements, we plan to continue to allocate our available capital among investment alternatives that meet our return on investment criteria.
After complying with our REIT distribution requirements, we plan to continue to allocate our available capital among investment alternatives that meet our return on investment criteria. During 2025, we generated $864.0 million of cash from operating activities, which was used to fund capital expenditures, acquisitions, and dividends to our stockholders. 6 Table of Contents • Capital expenditures program.
Municipal and county governments generally also have sign controls as part of their zoning laws and building codes. We contest laws and regulations that we believe unlawfully restrict our constitutional or other legal rights and may adversely impact the growth of our outdoor advertising business.
We contest laws and regulations that we believe unlawfully restrict our constitutional or other legal rights and may adversely impact the growth of our outdoor advertising business. 11 Table of Contents Using federal funding for transportation enhancement programs, state governments have purchased and removed billboards for beautification, and may do so again in the future.
We have encountered some existing regulations that restrict or prohibit these types of digital displays, but it has not yet materially impacted our digital deployment. However, new regulations could be enacted to impose greater restrictions on digital billboards due to alleged concerns over aesthetics or driver safety.
We have continued to expand the deployment of digital billboards, which display static digital advertising copy from various advertisers that changes every 6 to 8 seconds. We have encountered some existing regulations that restrict or prohibit these types of digital displays, but it has not yet materially impacted our digital deployment.
State # of billboard leased sites % of total # of owned billboard sites % of total Texas 4,931 6.9 % 1,054 9.7 % Pennsylvania 4,778 6.7 % 1,623 14.9 % California 4,289 6.0 % 151 1.4 % Ohio 4,048 5.7 % 603 5.5 % North Carolina 3,758 5.3 % 292 2.7 % Alabama 3,329 4.7 % 523 4.8 % Georgia 3,294 4.6 % 346 3.2 % Indiana 3,077 4.3 % 636 5.8 % Louisiana 2,922 4.1 % 545 5.0 % Tennessee 2,918 4.0 % 511 4.7 % Florida 2,847 3.9 % 503 4.6 % Wisconsin 2,467 3.5 % 411 3.8 % South Carolina 2,219 3.1 % 152 1.4 % New York 2,106 2.9 % 221 2.0 % Missouri 1,975 2.8 % 306 2.8 % Michigan 1,930 2.7 % 287 2.6 % Mississippi 1,830 2.5 % 415 3.7 % Oklahoma 1,651 2.3 % 141 1.3 % Virginia 1,545 2.2 % 180 1.7 % Illinois 1,445 2.0 % 334 3.1 % All Other States and Canada 14,122 19.8 % 1,662 15.3 % 71,481 100.0 % 10,896 100.0 % CONTRACT EXPIRATIONS We derive revenues primarily from renting advertising space to customers on our advertising displays.
State # of billboard leased sites % of total # of owned billboard sites % of total Texas 4,841 6.8 % 1,059 9.5 % Pennsylvania 4,737 6.6 % 1,639 14.7 % California 4,215 5.9 % 153 1.4 % Ohio 4,008 5.6 % 606 5.4 % North Carolina 3,701 5.2 % 306 2.7 % Alabama 3,301 4.6 % 529 4.7 % Georgia 3,290 4.6 % 378 3.4 % Indiana 3,003 4.2 % 644 5.8 % Louisiana 2,889 4.0 % 554 5.0 % Tennessee 2,862 4.0 % 522 4.7 % Florida 2,861 4.0 % 512 4.6 % Wisconsin 2,447 3.4 % 410 3.7 % New York 2,262 3.2 % 259 2.3 % South Carolina 2,211 3.1 % 167 1.5 % Missouri 1,938 2.7 % 308 2.8 % Michigan 1,909 2.7 % 291 2.6 % Mississippi 1,825 2.6 % 418 3.7 % Oklahoma 1,638 2.3 % 141 1.3 % Virginia 1,535 2.1 % 182 1.6 % Illinois 1,471 2.1 % 356 3.2 % All Other States and Canada 14,593 20.3 % 1,745 15.4 % 71,537 100.0 % 11,179 100.0 % CONTRACT EXPIRATIONS We derive revenues primarily from renting advertising space to customers on our advertising displays.
As of December 31, 2024, we operated approximately 47,500 transit advertising displays in 23 states and Canada. 8 Table of Contents Municipalities usually award new transit advertising contracts and renew expiring transit advertising contracts through an open bidding process.
Municipalities usually award new transit advertising contracts and renew expiring transit advertising contracts through an open bidding process. In bidding for new and renewal contracts, we compete against national outdoor advertising providers and local, on-premise sign providers and sign construction companies.
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During 2024, we generated $873.6 million of cash from operating activities, which was used to repay a portion of our long-term debt outstanding, as well as fund capital expenditures, acquisitions, and dividends to our stockholders. 6 Table of Contents • Capital expenditures program.
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Municipal and county governments generally also have sign controls as part of their zoning laws and building codes.
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Our artists also assist in developing marketing presentations, demonstrations and strategies to attract new tenant advertisers. In marketing billboard displays to advertisers, we compete with other forms of out-of-home advertising and other media.
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As of December 31, 2024, approximately 37% of our work force was female, 18% of our employees and 33% of our named executive officers identified themselves as minorities, while 33% of our Board of Directors was female and one of our nine directors was a member of a minority group.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

49 edited+10 added−23 removed97 unchanged
Biggest changeThe Company cannot guarantee that such additional funds or alternative financing will be available on favorable terms, if at all. The Company’s inability to generate sufficient cash flow from operations or obtain additional funds or alternative financing on acceptable terms could have a material adverse effect on our business, financial condition and results of operations.
Biggest changeThe Company’s inability to generate sufficient cash flow from operations or obtain additional funds or alternative financing on acceptable terms could have a material adverse effect on our business, financial condition and results of operations. 15 Table of Contents Restrictions in the Company’s and Lamar Media’s debt agreements reduce operating flexibility and contain covenants and restrictions that create the potential for defaults, which could adversely affect the Company’s business, financial condition and financial results.
For instance, if our market capitalization is below our equity book value for a period of time without recovery, we believe there is a strong presumption that would indicate a triggering event has occurred and it is more likely than not that the fair value of one or more of our reporting units is below the carrying amount.
For instance, if our market capitalization is below our equity book value for a period of time without recovery, we believe there is a strong presumption that would indicate a triggering event has occurred and it is more likely than not that the fair value of one or more of our reporting units are below the carrying amount.
Despite the level of debt presently outstanding, the terms of the indentures governing Lamar Media’s notes and the terms of the senior credit facility and Accounts Receivable Securitization Program allow Lamar Media to incur substantially more debt, including approximately $457.2 million available for borrowing under the revolving credit facility as of December 31, 2024. 14 Table of Contents The Company’s substantial debt and its use of cash flow from operations to make principal and interest payments on its debt may, among other things: • make it more difficult for the Company to comply with the financial covenants in its senior credit facility and in its Accounts Receivable Securitization Program, which could result in a default and an acceleration of all amounts outstanding under the facility or under the Accounts Receivable Securitization Program; • limit the cash flow available to fund the Company’s working capital, capital expenditures, acquisitions or other general corporate requirements; • limit the Company’s ability to obtain additional financing to fund future dividend distributions, working capital, capital expenditures or other general corporate requirements; • place the Company at a competitive disadvantage relative to those of its competitors that have less debt; • force the Company to seek and obtain alternate or additional sources of funding, which may be unavailable, or may be on less favorable terms, or may require the Company to obtain the consent of lenders under its senior credit facility or the holders of its other debt; • limit the Company’s flexibility in planning for, or reacting to, changes in its business and industry; and • increase the Company’s vulnerability to general adverse economic and industry conditions.
Despite the level of debt presently outstanding, the terms of the indentures governing Lamar Media’s notes and the terms of the senior credit facility and Accounts Receivable Securitization Program allow Lamar Media to incur substantially more debt, including approximately $742.2 million available for borrowing under the revolving credit facility as of December 31, 2025. 14 Table of Contents The Company’s substantial debt and its use of cash flow from operations to make principal and interest payments on its debt may, among other things: • make it more difficult for the Company to comply with the financial covenants in its senior credit facility and in its Accounts Receivable Securitization Program, which could result in a default and an acceleration of all amounts outstanding under the facility or under the Accounts Receivable Securitization Program; • limit the cash flow available to fund the Company’s working capital, capital expenditures, acquisitions or other general corporate requirements; • limit the Company’s ability to obtain additional financing to fund future dividend distributions, working capital, capital expenditures or other general corporate requirements; • place the Company at a competitive disadvantage relative to those of its competitors that have less debt; • force the Company to seek and obtain alternate or additional sources of funding, which may be unavailable, or may be on less favorable terms, or may require the Company to obtain the consent of lenders under its senior credit facility or the holders of its other debt; • limit the Company’s flexibility in planning for, or reacting to, changes in its business and industry; and • increase the Company’s vulnerability to general adverse economic and industry conditions.
These actions may reduce its income and amounts available for distribution to its stockholders. Complying with REIT requirements may cause Lamar Advertising, its subsidiaries (other than TRSs) to forego otherwise attractive opportunities.
These actions may reduce its income and amounts available for distribution to its stockholders. Complying with REIT requirements may cause Lamar Advertising or its subsidiaries (other than TRSs) to forego otherwise attractive opportunities.
These provisions: • impose restrictions on ownership and transfer of Lamar Advertising common stock that are intended to facilitate the Company’s compliance with certain REIT rules relating to share ownership; • limit who may call a special meeting of stockholders; • establish advance notice and informational requirements and time limitations on any director nomination or proposal that a stockholder wishes to make at a meeting of stockholders; 18 Table of Contents • do not permit cumulative voting in the election of its directors, which would otherwise permit less than a majority of stockholders to elect directors; and • provide the Board of Directors the ability to issue additional classes and shares of preferred stock and to set voting rights, preferences and other terms of the preferred stock without stockholder approval.
These provisions: • impose restrictions on ownership and transfer of Lamar Advertising common stock that are intended to facilitate the Company’s compliance with certain REIT rules relating to share ownership; • limit who may call a special meeting of stockholders; • establish advance notice and informational requirements and time limitations on any director nomination or proposal that a stockholder wishes to make at a meeting of stockholders; • do not permit cumulative voting in the election of its directors, which would otherwise permit less than a majority of stockholders to elect directors; and • provide the Board of Directors the ability to issue additional classes and shares of preferred stock and to set voting rights, preferences and other terms of the preferred stock without stockholder approval.
In addition, the Company could in certain circumstances be required to pay an excise or penalty tax, which could be significant in amount, in order to utilize one or more relief provisions under the Code to maintain qualification for taxation as a REIT. 21 Table of Contents In order to maintain its qualification as a REIT, the Company holds certain of its non-qualifying REIT assets and receives certain non-qualifying items of income through one or more TRSs.
In addition, the Company could in certain circumstances be required to pay an excise or penalty tax, which could be significant in amount, in order to utilize one or more relief provisions under the Code to maintain qualification for taxation as a REIT. 22 Table of Contents In order to maintain its qualification as a REIT, the Company holds certain of its non-qualifying REIT assets and receives certain non-qualifying items of income through one or more TRSs.
At December 31, 2024, the terms of Lamar Media’s senior credit facility and of its Accounts Receivable Securitization Program also restrict the Company from exceeding a specified secured debt ratio. Lamar Media is also subject to certain other financial covenants relating to the incurrence of additional debt.
At December 31, 2025, the terms of Lamar Media’s senior credit facility and of its Accounts Receivable Securitization Program also restrict the Company from exceeding a specified secured debt ratio. Lamar Media is also subject to certain other financial covenants relating to the incurrence of additional debt.
The Company is controlled by significant stockholders who have the power to determine the outcome of all matters submitted to the stockholders for approval and whose interest in the Company may be different than yours. As of December 31, 2024, members of the Reilly family, including Kevin P.
The Company is controlled by significant stockholders who have the power to determine the outcome of all matters submitted to the stockholders for approval and whose interest in the Company may be different than yours. As of December 31, 2025, members of the Reilly family, including Kevin P.
The Company’s logo sign contracts are subject to state award and renewal. In 2024, the Company generated approximately 4% of its revenues from state-awarded logo sign contracts. In bidding for these contracts, the Company competes against other national logo sign providers as well as numerous smaller local logo sign providers.
The Company’s logo sign contracts are subject to state award and renewal. In 2025, the Company generated approximately 4% of its revenues from state-awarded logo sign contracts. In bidding for these contracts, the Company competes against other national logo sign providers as well as numerous smaller local logo sign providers.
However, if in the future there are economic declines the Company can make no assurance that these declines will not negatively impact the Company’s financial results and, in turn, its ability to meet these financial covenant requirements.
However, if in the future there are economic declines the Company can give no assurance that these declines will not negatively impact the Company’s financial results and, in turn, its ability to meet these financial covenant requirements.
If additional content-based restrictions are implemented by governmental authorities, certain segments of our customers may not be able to utilize outdoor advertising in the future, which could have a negative impact on our business and results of operations. 19 Table of Contents Federal, state and local regulation impact the Company’s operations, financial condition and financial results.
If additional content-based restrictions are implemented by governmental authorities, certain segments of our customers may not be able to utilize outdoor advertising in the future, which could have a negative impact on our business and results of operations. Federal, state and local regulation impact the Company’s operations, financial condition and financial results.
We have been and expect to continue to be the target of fraudulent activities and security breaches; however, to date they have not had a material impact on our business, results of operations or financial condition. We could be negatively impacted by environmental, social and governance (ESG) and sustainability matters.
We have been and expect to continue to be the target of fraudulent activities and security breaches; however, to date they have not had a material impact on our business, results of operations or financial condition. 21 Table of Contents We could be negatively impacted by environmental, social and governance (ESG) and sustainability matters.
The terms of Lamar Media’s senior credit facility and the indentures relating to Lamar Media’s outstanding notes restrict the ability of the Company and Lamar Media to, among other things: • incur or repay debt; • dispose of assets; • create liens; • make investments; • enter into affiliate transactions; and 15 Table of Contents • pay dividends and make inter-company distributions.
The terms of Lamar Media’s senior credit facility and the indentures relating to Lamar Media’s outstanding notes restrict the ability of the Company and Lamar Media to, among other things: • incur or repay debt; • dispose of assets; • create liens; • make investments; • enter into affiliate transactions; and • pay dividends and make inter-company distributions.
The partnership agreement of the Operating Partnership provides that, for so long as we own a controlling interest in the Operating Partnership, any conflict that cannot be resolved in a manner not adverse to either our stockholders or the limited partners shall be resolved by the general partner in favor of our stockholders.
The partnership agreement of Lamar LP provides that, for so long as we own a controlling interest in Lamar LP, any conflict that cannot be resolved in a manner not adverse to either our stockholders or the limited partners shall be resolved by the general partner in favor of our stockholders.
Because the REIT distribution requirements will prevent us from retaining earnings, we may be required to refinance debt at maturity with additional debt or equity, which may not be available on acceptable terms, or at all. Covenants specified in our existing and future debt instruments may limit Lamar Advertising’s ability to make required REIT distributions.
Because the REIT distribution requirements will prevent us from retaining earnings, we may be required to refinance debt at maturity with additional debt or equity, which may not be available on acceptable terms, or at all. 23 Table of Contents Covenants specified in our existing and future debt instruments may limit Lamar Advertising’s ability to make required REIT distributions.
In the event of a security breach, we could suffer significant legal and financial exposure in connection 20 Table of Contents with remediation efforts, investigations and legal proceedings, which could lead to the need for additional resources in our security and system protection measures.
In the event of a security breach, we could suffer significant legal and financial exposure in connection with remediation efforts, investigations and legal proceedings, which could lead to the need for additional resources in our security and system protection measures.
As of that date, their combined holdings represented approximately 62% of the voting power of Lamar Advertising’s outstanding capital stock, which would give the Reilly family and their affiliates the power to: • elect the Company’s entire Board of Directors; • control the Company’s management and policies; and • determine the outcome of any corporate transaction or other matter requiring stockholder approval, including charter amendments, mergers, consolidations, financings and asset sales.
As of that date, their combined holdings represented approximately 63% of the voting power of Lamar Advertising’s outstanding capital stock, which would give the Reilly family and their affiliates the power to: • elect the Company’s entire Board of Directors; • control the Company’s management and policies; and 16 Table of Contents • determine the outcome of any corporate transaction or other matter requiring stockholder approval, including charter amendments, mergers, consolidations, financings and asset sales.
We are structured as an “UPREIT,” which stands for “umbrella partnership real estate investment trust.” While limited partners of Lamar Advertising Limited Partnership (the “Operating Partnership”) do not generally have any right to participate in or exercise management power over the business and affairs of the Operating Partnership, they do have the right to vote on certain amendments to the partnership agreement of the Operating Partnership, as well as on certain other matters.
We are structured as an “UPREIT,” which stands for “umbrella partnership real estate investment trust.” While limited partners of Lamar Advertising Limited Partnership (“Lamar LP”) do not generally have any right to participate in or exercise management power over the business and affairs of Lamar LP, they do have the right to vote on certain amendments to the partnership agreement of Lamar LP, as well as on certain other matters.
We have continued to expand the deployment of digital billboards, which display static digital advertising copy from various advertisers that change every 6 to 8 seconds. We have encountered some existing regulations that restrict or prohibit these types of digital displays but it has not yet materially impacted our digital deployment.
We have continued to expand the deployment of digital billboards, which display static digital advertising copy from various advertisers that changes every 6 to 8 seconds. We have encountered some existing regulations that restrict or prohibit these types of digital displays but they have not yet materially impacted our digital deployment.
In addition, if we are unable to successfully integrate any completed acquisitions, our financial performance would also be adversely affected. The Company has historically grown through acquisitions. During the year ended December 31, 2024, we completed acquisitions for a total cash purchase price of approximately $45.4 million.
In addition, if we are unable to successfully integrate any completed acquisitions, our financial performance would also be adversely affected. The Company has historically grown through acquisitions. During the year ended December 31, 2025, we completed acquisitions for a total cash purchase price of approximately $191.1 million.
Depending on the contract, the logo provider may or may not be entitled to compensation for the structures at the end of the contract term. Of the Company’s 24 logo sign contracts in place at December 31, 2024, four are subject to renewal or expiration in 2025. The Company may be unable to renew its expiring contracts.
Depending on the contract, the logo provider may or may not be entitled to compensation for the structures at the end of the contract term. Of the Company’s 25 logo sign contracts in place at December 31, 2025, seven are subject to renewal or expiration in 2026. The Company may be unable to renew its expiring contracts.
If the IRS would assert successfully that the Operating Partnership should be treated as a “publicly traded partnership” and substantially all of the Operating Partnership’s gross income did not consist of the specified types of passive income, the Internal Revenue Code would treat the Operating Partnership as an association taxable as a corporation.
If the IRS would assert successfully that Lamar LP should be treated as a “publicly traded partnership” and substantially all of Lamar LP ’s gross income did not consist of the specified types of passive income, the Internal Revenue Code would treat Lamar LP as an association taxable as a corporation.
Please see “ Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources ” for a description of the specific financial ratio requirements under the senior credit facility.
Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for a description of the specific financial ratio requirements under the senior credit facility.
The Lamar Advertising charter also provides a separate share ownership limitation for certain members of the Reilly family and their affiliates that allows them to own actually and by virtue of the applicable constructive ownership provisions no more than 19% of the outstanding shares of Lamar Advertising common stock and, during the second half of any taxable year other than its first taxable year as a REIT, no more than 33% in value of the aggregate of the outstanding shares of all classes and series of its stock, in each case excluding any shares of its stock that are not treated as outstanding for federal income tax purposes.
The Lamar Advertising charter also provides a separate share ownership limitation for certain members of the Reilly family and their affiliates that allows them to own actually and by virtue of the applicable constructive ownership provisions no more than 19% of the outstanding shares of Lamar Advertising common stock and, during the second half of any taxable year other than its first taxable year as a REIT, no more than 33% in value of the aggregate of the outstanding shares of all classes and series of its stock, in each case excluding any shares of its stock that are not treated as outstanding for federal income tax purposes. 24 Table of Contents If Lamar Advertising’s operating partnership does not qualify as a partnership, its income may be subject to taxation, and Lamar Advertising would no longer qualify as a REIT.
Circumstances may arise in the future when the interests of limited partners in the Operating Partnership may conflict with the interests of our stockholders. 16 Table of Contents Risks Related to Our Business The Company’s growth through acquisitions may be difficult, which could adversely affect our future financial performance.
Circumstances may arise in the future when the interests of limited partners in Lamar LP may conflict with the interests of our stockholders. Risks Related to Our Business The Company’s growth through acquisitions may be difficult, which could adversely affect our future financial performance.
For taxable years beginning before January 1, 2026, non-corporate taxpayers may generally deduct 20% of certain pass-through business income, including “qualified REIT dividends” (generally, dividends received by a REIT shareholder that are not designated as capital gain dividends or qualified dividend income), subject to certain limitations.
Non-corporate taxpayers may generally deduct 20% of certain pass-through business income, including “qualified REIT dividends” (generally, dividends received by a REIT shareholder that are not designated as capital gain dividends or qualified dividend income), subject to certain limitations.
If, in any taxable year, Lamar Advertising fails to qualify for taxation as a REIT, and is not entitled to relief under the Code: • it will not be allowed a deduction for distributions to its stockholders in computing its taxable income; • it and its corporate subsidiaries, including Lamar Media, will be subject to applicable federal and state income tax, including any applicable state-level alternative minimum tax, on its taxable income at regular corporate rates; • it and its REIT subsidiaries would be subject to a 15% corporate minimum tax under the Organization for Economic Co-Operation and Development (OECD) Global Anti-Base Erosion Rules (referred to as Pillar Two rules); and • it would be disqualified from REIT tax treatment for the four taxable years following the year during which it was so disqualified.
If, in any taxable year, Lamar Advertising fails to qualify for taxation as a REIT, and is not entitled to relief under the Code: • it will not be allowed a deduction for distributions to its stockholders in computing its taxable income; • it and its corporate subsidiaries, including Lamar Media, will be subject to applicable federal and state income tax, including any applicable state-level alternative minimum tax, on its taxable income at regular corporate rates; and • it would be disqualified from REIT tax treatment for the four taxable years following the year during which it was so disqualified.
Advertising spending is particularly sensitive to changes in economic conditions, and macroeconomic conditions such as rising interest rates and inflation may impact our industry more negatively than the economy as a whole.
The Company rents advertising space on outdoor structures to generate revenues. Advertising spending is particularly sensitive to changes in economic conditions, and macroeconomic conditions such as rising interest rates and inflation may impact our industry more negatively than the economy as a whole.
For taxable years beginning after December 31, 2017, interest deductions for businesses with average annual gross receipts of over $25 million are capped at 30% of the business’ “adjusted taxable income” plus business interest income pursuant to the TCJA.
Interest deductions for businesses with average annual gross receipts of over $25 million are capped at 30% of the business’ “adjusted taxable income” plus business interest income pursuant to the Code.
At December 31, 2024, Lamar Advertising Company’s wholly owned subsidiary, Lamar Media, had approximately $3.21 billion of total debt outstanding, net of deferred financing costs, consisting of approximately $877.9 million in bank debt outstanding under Lamar Media’s senior credit facility, $2.08 billion in various series of senior notes, $249.4 million under the Accounts Receivable Securitization Program and $1.2 million in other seller notes.
At December 31, 2025, Lamar Advertising Company’s wholly owned subsidiary, Lamar Media, had approximately $3.42 billion of total debt outstanding, net of deferred financing costs, consisting of approximately $688.6 million in bank debt outstanding under Lamar Media’s senior credit facility, $2.48 billion in various series of senior notes, $249.6 million under the Accounts Receivable Securitization Program and $0.8 million in other seller notes.
The Company has determined that it is uneconomical to insure against losses resulting from hurricanes and other natural disasters for its outdoor or logo structure assets.
If the Company’s contingency plans relating to hurricanes and other natural disasters fail, the resulting losses could hurt the Company’s business. The Company has determined that it is uneconomical to insure against losses resulting from hurricanes and other natural disasters for its outdoor or logo structure assets.
These provisions may have the effect of entrenching the Company’s management team and may deprive the Company’s stockholders of the opportunity to sell their shares to potential acquirers at a premium over prevailing prices. This potential inability to obtain a control premium could reduce the price of Lamar Advertising common stock.
These provisions may have the effect of entrenching the Company’s management team and may deprive the Company’s stockholders of the opportunity to sell their shares to potential acquirers at a premium over prevailing prices.
If we are unable to respond effectively to ESG matters, our reputation, business, financial condition and results of operations could be adversely impacted.
This could lead to public controversy, decreased customer trust, and potential loss of business. If we are unable to respond effectively to ESG matters, our reputation, business, financial condition and results of operations could be adversely impacted.
These obstacles to our opportunistic acquisition strategy may have an adverse effect on our future financial results. The Company could suffer losses due to asset impairment charges for goodwill and other intangible assets. The Company tested goodwill for impairment on December 31, 2024. Based on the Company’s review at December 31, 2024, no impairment charge was required.
These obstacles to our opportunistic acquisition strategy may have an adverse effect on our future financial results. 17 Table of Contents The Company could suffer losses due to asset impairment charges for goodwill and other intangible assets. The Company tested goodwill for impairment on December 31, 2025.
If these limits do not jeopardize Lamar Advertising’s qualification for taxation as a REIT but do nevertheless prevent it from distributing 100% of its REIT taxable income, it will be subject to U.S. federal corporate income tax, and potentially a nondeductible excise tax, on the retained amounts. 22 Table of Contents Lamar Advertising and its subsidiaries may be required to borrow funds, sell assets, or raise equity to satisfy its REIT distribution requirements or maintain the asset tests.
If these limits do not jeopardize Lamar Advertising’s qualification for taxation as a REIT but do nevertheless prevent it from distributing 100% of its REIT taxable income, it will be subject to U.S. federal corporate income tax, and potentially a nondeductible excise tax, on the retained amounts.
If the Company ceases to be a REIT, it will be subject to U.S. federal income tax at regular corporate rates and applicable state and local corporate taxes, which may have adverse consequences on its total return to its stockholders. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
If the Company ceases to be a REIT, it will be subject to U.S. federal income tax at regular corporate rates and applicable state and local corporate taxes, which may have adverse consequences on its total return to its stockholders. 25 Table of Contents We are subject to risks related to our use of Artificial Intelligence.
The Company cannot predict with certainty whether, when, in what forms, or with what effective dates, the tax laws, regulations and administrative and judicial interpretations 24 Table of Contents applicable to Lamar Advertising may be changed.
Additional changes to the tax laws, regulations and administrative and judicial interpretations, which may have retroactive application, could adversely affect Lamar Advertising and its subsidiaries. The Company cannot predict with certainty whether, when, in what forms, or with what effective dates, the tax laws, regulations and administrative and judicial interpretations applicable to Lamar Advertising may be changed.
The Company continues to assess whether factors or indicators become apparent that would require an interim impairment test between our annual impairment test dates.
Based on the Company’s review at December 31, 2025, no impairment charge was required. The Company continues to assess whether factors or indicators become apparent that would require an interim impairment test between our annual impairment test dates.
In addition, the imposition of a corporate tax on the Operating Partnership would reduce the amount of distributions the Operating Partnership 23 Table of Contents could make to Lamar Advertising and, in turn, reduce the amount of cash available to Lamar Advertising to pay dividends to our shareholders.
In addition, the imposition of a corporate tax on Lamar LP would reduce the amount of distributions Lamar LP could make to Lamar Advertising and, in turn, reduce the amount of cash available to Lamar Advertising to pay dividends to our shareholders. Lamar Advertising may potentially be unable to deduct the full amount of its interest expense.
The Company may also lose the bidding on new contracts. 17 Table of Contents The Company’s transit advertising contracts are subject to the Company’s ability to obtain and renew favorable contracts with municipalities and airport authorities.
The Company may also lose the bidding on new contracts. The Company’s transit advertising contracts are subject to the Company’s ability to obtain and renew favorable contracts with municipalities and airport authorities. In 2025, the Company generated approximately 7% of its revenues from transit advertisements, which requires the Company to obtain, support, and renew its transit contracts.
To the extent that such natural disaster events become more frequent or destructive because of climate change, we may incur increased costs related to storm remediation and preparation. The Company’s strategy involves continued investment in its digital platform, and we may fail to realize certain expected benefits of these investments and such investments may become more costly.
To the extent that such natural disaster events become more frequent or destructive because of climate change, we may incur increased costs related to storm remediation and preparation.
This limitation, however, does not apply to an “electing real property trade or business.” As a REIT, Lamar Advertising would generally constitute a real property trade or businesses, and thus would retain the ability to fully deduct interest expenses if it makes such an election.
As a REIT, Lamar Advertising would generally constitute a real property trade or business, and thus would retain the ability to fully deduct interest expenses if it makes such an election. However, an entity making such an election must use a longer depreciation cost recovery period for its property.
If Lamar Advertising’s operating partnership does not qualify as a partnership, its income may be subject to taxation, and Lamar Advertising would no longer qualify as a REIT. The Internal Revenue Code classifies “publicly traded partnerships” as associations taxable as corporations (rather than as partnerships), unless substantially all of their taxable income consists of specified types of passive income.
The Internal Revenue Code classifies “publicly traded partnerships” as associations taxable as corporations (rather than as partnerships), unless substantially all of their taxable income consists of specified types of passive income. Lamar Advertising structured Lamar LP to be classified as a partnership for federal income tax purposes.
The success of the Company’s strategy of investing in its digital platform, and the realization of the benefits thereof, depends upon our ability to demonstrate the increased value and capabilities of digital advertising displays.
The Company’s strategy involves continued investment in its digital platform, and we may fail to realize certain expected benefits of these investments and such investments may become more costly. 18 Table of Contents The success of the Company’s strategy of investing in its digital platform, and the realization of the benefits thereof, depends upon our ability to demonstrate the increased value and capabilities of digital advertising displays.
All states have passed billboard control statutes and regulations at least as restrictive as the federal requirements, including laws requiring the removal of illegal signs at the owner’s expense (and without compensation from the state).
The HBA requires any state or political subdivision that compels the removal of a lawful billboard along a Federal — Aid Primary or Interstate highway to pay just compensation to the billboard owner. 20 Table of Contents All states have passed billboard control statutes and regulations at least as restrictive as the federal requirements, including laws requiring the removal of illegal signs at the owner’s expense (and without compensation from the state).
Lamar Advertising structured the Operating Partnership to be classified as a partnership for federal income tax purposes. However, no assurance can be given the IRS will not challenge Lamar Advertising’s position or will not classify the Operating Partnership as a “publicly traded partnership” for federal income tax purposes.
However, no assurance can be given that the IRS will not challenge Lamar Advertising’s position or will not classify Lamar LP as a “publicly traded partnership” for federal income tax purposes. To minimize this risk, Lamar Advertising has placed certain restrictions on the transfer and/or redemption of partnership units in the Amended and Restated Limited Partnership Agreement of Lamar LP.
In 2024, the Company generated approximately 8% of its revenues from transit advertisements, which requires the Company to obtain, support, and renew its transit contracts. Transit contracts are generally with the local municipalities and airport authorities and allow us the exclusive right to rent advertising space to customers in airports and on buses, benches or shelters.
Transit contracts are generally with the local municipalities and airport authorities and allow us the exclusive right to rent advertising space to customers in airports and on buses, benches or shelters. We currently rent transit advertising displays in airport terminals and on bus shelters, benches and buses in over 80 transit markets.
Risks Related to Our Industry The Company’s revenues are sensitive to the state of the economy and the financial markets generally and other external events beyond the Company’s control. The Company rents advertising space on outdoor structures to generate revenues.
This potential inability to obtain a control premium could reduce the price of Lamar Advertising common stock. 19 Table of Contents Risks Related to Our Industry The Company’s revenues are sensitive to the state of the economy and the financial markets generally and other external events beyond the Company’s control.
We currently rent transit advertising displays in airport terminals and on bus shelters, benches and buses in over 80 transit markets. The terms of the contracts vary, but generally range between three to ten years, many with renewable options for contract extension.
The terms of the contracts vary, but generally range between three to ten years, many with renewable options for contract extension. However, the Company may be unable to renew its expiring transit contracts or may lose the bidding on new contracts.
Removed
Restrictions in the Company’s and Lamar Media’s debt agreements reduce operating flexibility and contain covenants and restrictions that create the potential for defaults, which could adversely affect the Company’s business, financial condition and financial results.
Added
The Company cannot guarantee that such additional funds or alternative financing will be available on favorable terms, if at all.
Removed
However, the Company may be unable to renew its expiring transit contracts or may lose the bidding on new contracts. If the Company’s contingency plans relating to hurricanes and other natural disasters fail, the resulting losses could hurt the Company’s business.
Added
Additionally, Lamar LP issued 1,187,500 Common Units to the owners of Verde Outdoor as the consideration in connection with an acquisition, whereby the assets of Verde Outdoor were contributed to Lamar LP.
Removed
The HBA requires any state or political subdivision that compels the removal of a lawful billboard along a Federal — Aid Primary or Interstate highway to pay just compensation to the billboard owner.
Added
Additionally, although we have policies in place with respect to the content we display in customer advertisements, if the content of the advertisements we display is controversial or if our decisions to reject certain ads based on our content policies are viewed negatively, we may face reputational damage.
Removed
To minimize this risk, Lamar Advertising has placed certain restrictions on the transfer and/or redemption of partnership units in the Amended and Restated Limited Partnership Agreement of the Operating Partnership.
Added
Lamar Advertising and its subsidiaries may be required to borrow funds, sell assets, or raise equity to satisfy its REIT distribution requirements or maintain the asset tests.
Removed
The Tax Cuts and Jobs Act, the CARES Act and the Inflation Reduction Act, OECD Global Anti-Base Erosion Rules, as well as any future tax legislation, may impact the Company’s business and security holders.
Added
The rules for business interest expense will apply to Lamar Advertising and at the level of each entity in which or through which Lamar Advertising invests that is not a disregarded entity for U.S. federal income tax purposes.
Removed
In recent years, numerous legislative, judicial, and administrative changes have been made in the provisions of federal and state income tax laws applicable to investments similar to an investment in our notes.
Added
To the extent that our interest expense is not deductible, Lamar Advertising’s taxable income will be increased, as will its REIT distribution requirements and the amounts it needs to distribute to avoid incurring income and excise taxes. Legislative changes or other actions affecting REITs could have a negative effect on Lamar Advertising and its subsidiaries.
Removed
In particular, the comprehensive tax reform legislation enacted in December 2017 and commonly known as the Tax Cuts and Jobs Act (“TCJA”) made many significant changes to the U.S. federal income tax laws that have profoundly impacted the taxation of individuals and corporations (including both regular C corporations and corporations that have elected to be taxed as REITs).
Added
We expect to increasingly use artificial intelligence (“AI”) technologies, including third‑party AI tools, in our operations. The design, training, and deployment of AI models involve inherent risks and uncertainties that could adversely affect our business, financial condition, and results of operations. AI systems may produce inaccurate or unreliable outputs, which could lead to flawed business decisions.
Removed
A number of changes that affect noncorporate taxpayers will expire at the end of 2025 unless Congress acts to extend them. Among other changes, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), signed into law on March 27, 2020, makes certain changes to the TCJA.
Added
Our use of AI also presents heightened risks relating to data privacy, cybersecurity, intellectual property (including inadvertent use or incorporation of third‑party proprietary content), and the protection of confidential, personal, or otherwise sensitive information. In addition, many aspects of AI are subject to rapidly evolving and, in some cases, unclear or inconsistent laws, regulations, and industry standards.
Removed
These changes have impacted us and holders of our securities in various ways, some of which are adverse or potentially adverse compared to prior law. Additional changes to tax laws were enacted with the Inflation Reduction Act (“IRA”) of 2022, signed into law on August 16, 2022. Many of the material provisions of the IRA exempt REITs.
Added
Failure to comply with, or adapt to, these legal and regulatory developments could result in increased compliance costs, investigations, fines, or litigation. We also rely to a significant extent on third‑party AI providers; issues with their systems, security, compliance, or contractual performance could expose us to similar risks.
Removed
To date, the IRS has issued only limited guidance with respect to certain of the new provisions, and there are numerous interpretive issues that will require further guidance. It is highly likely that technical corrections of legislation will be needed to clarify certain aspects of the new law and give proper effect to Congressional intent.
Added
Any of these events could materially and adversely affect our reputation, competitive position, and operating results. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Removed
The individual and collective impact of the changes made by the TCJA, the CARES Act and the IRA on REITs and their security holders is uncertain and may not become evident for some period of time.
Removed
The effect of any technical corrections with respect to the TCJA, the CARES Act or the IRA could have an adverse effect on Lamar Advertising, its subsidiaries, and holders of its securities.
Removed
It is also possible additional tax legislation could be enacted in the future, as a result of the COVID-19 pandemic or otherwise, which could have an adverse effect on Lamar Advertising, its subsidiaries, and holders of its securities.
Removed
On December 20, 2021, the OECD published model rules to assist in the implementation of the Pillar Two minimum global tax rate of 15%.
Removed
The Pillar Two model rules are designed to provide governments with a template for implementing Pillar Two of the agreement reached by 137 countries and jurisdictions under the OECD/G20 Inclusive Framework on BEPS to address the tax challenges arising from digitalization of the economy.
Removed
Several OECD member countries have enacted Pillar Two related laws effective January 1, 2024, including Canada, where the Company operates. It is still uncertain whether the U.S. will enact Pillar Two legislation. The Pillar Two Rules, however, do not apply to “Excluded Entities” considered “Real Estate Investment Vehicles” and certain subsidiaries of Excluded Entities.
Removed
We do not expect Pillar Two to have a material impact on the Company but additional legislation could be enacted in the future which could have an adverse effect on Lamar Advertising, its subsidiaries, and holders of its securities.
Removed
Lamar Advertising may potentially be unable to deduct the full amount of its interest expense pursuant to the TCJA and the CARES Act.
Removed
For these purposes, for taxable years beginning after December 31, 2017 and before January 1, 2022, “adjusted taxable income” is computed without regard to deductions allowable for depreciation, amortization, or depletion.
Removed
The CARES Act increased the aforementioned 30% limitation to 50% for taxable years beginning in 2019 or 2020 and permitted an entity to elect to use its 2019 adjusted taxable income to calculate the applicable limitation for its 2020 taxable year.
Removed
For taxable years beginning after December 31, 2021, “adjusted taxable income” is calculated by taking deductions allowable for depreciation, amortization, or depletion into account.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThey hold degrees in industrial engineering and computer science and information systems and decision science, respectively. The team responsible with administering our cyber security program has a combined 37 years of experience in cybersecurity, information security and information technology risk management, governance, risk, and compliance.
Biggest changeThey hold degrees in industrial engineering and computer science and information systems and decision science, respectively. The team responsible for administering our cybersecurity program has a combined 38 years of experience in cybersecurity, information security and information technology risk management, governance, risk, and compliance.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe own approximately 10,900 parcels of property beneath our outdoor advertising structures. As of December 31, 2024, we leased approximately 71,500 active outdoor sites, accounting for a total annual lease expense of approximately $334.5 million. This amount represented approximately 17% of billboard advertising net revenues for the year ended December 31, 2024.
Biggest changeWe own approximately 11,200 parcels of property beneath our outdoor advertising structures. As of December 31, 2025, we leased approximately 71,500 active outdoor sites, accounting for a total annual lease expense of approximately $348.1 million. This amount represented approximately 17% of billboard advertising net revenues for the year ended December 31, 2025.
ITEM 2. PROPERTIES Our management headquarters is located in Baton Rouge, Louisiana. We also own 126 local operating facilities with front office administration and sales office space connected to back-shop poster and bulletin production space. In addition, the Company leases an additional 162 operating facilities at an aggregate lease expense for 2024 of approximately $10.2 million.
ITEM 2. PROPERTIES Our management headquarters is located in Baton Rouge, Louisiana. We also own 126 local operating facilities with front office administration and sales office space connected to back-shop poster and bulletin production space. In addition, the Company leases an additional 171 operating facilities at an aggregate lease expense for 2025 of approximately $10.6 million.
An important part of our management activity is to manage our lease portfolio and negotiate suitable lease renewals and extensions. 25 Table of Contents
An important part of our management activity is to manage our lease portfolio and negotiate suitable lease renewals and extensions. 26 Table of Contents

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed1 unchanged
Biggest changeThe Company is not a party to any lawsuit or proceeding which, in the opinion of management, is likely to have a material adverse effect on the Company. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 26 Table of Contents PART II
Biggest changeThe Company is not a party to any lawsuit or proceeding which, in the opinion of management, is likely to have a material adverse effect on the Company. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 27 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

2 edited+2 added−1 removed7 unchanged
Biggest changeIssuer Purchases of Equity Securities On March 16, 2020, the Company’s Board of Directors authorized the repurchase of up to $250.0 million of the Company’s Class A common stock. On September 24, 2024, the Company’s Board of Directors authorized the extension of the repurchase program through March 31, 2026.
Biggest changeIssuer Purchases of Equity Securities Prior to May 15, 2025, the Company’s Board of Directors had authorized the repurchase of up to $250,000 of the Company's Class A common stock.
MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Company’s Class A common stock has been publicly traded since August 2, 1996 and is currently listed on the NASDAQ Global Select Market under the symbol “LAMR.” As of December 31, 2024, the Class A common stock was held by 81 stockholders of record.
MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Company’s Class A common stock has been publicly traded since August 2, 1996 and is currently listed on the NASDAQ Global Select Market under the symbol “LAMR.” As of December 31, 2025, the Class A common stock was held by 80 stockholders of record.
Removed
There were no repurchases under the program as of December 31, 2024. The Company’s management may opt not to make any repurchases under the program, or may make aggregate purchases less than the total amount authorized. ITEM 6. [RESERVED] 27 Table of Contents
Added
On May 15, 2025, the Company's Board of Directors approved the increase of the amount authorized under the Stock Repurchase Program by $150,000, bringing the total amount authorized under the Program to $400,000. The Stock Repurchase Program is in effect through March 31, 2026. There were no repurchases under the program as of December 31, 2024.
Added
During the year ended December 31, 2025, the Company repurchased 1,388,091 shares of the Company's Class A common stock outstanding for a total purchase price of $150,000. The Company currently has $250,000 remaining under its current share repurchase authorization. There were no repurchases under the program during the three months ended December 31, 2025.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

1 edited+1 added−1 removed0 unchanged
Biggest changeManagement’s Discussion and Analysis of Financial Condition and Results of Operations 28 Lamar Advertising Company 28 Overview 28 Non-GAAP Financial Measures 29 Results of Operations: Years Ended December 31, 202 4 and 20 2 3 30 Liquidity and Capital Resources 33 Critical Accounting Estimates 39 Accounting Standards and Regulatory Update 40 Lamar Media 41 Results of Operations: Years Ended December 31, 202 4 and 20 23 41 ITEM 7A.
Biggest changeManagement’s Discussion and Analysis of Financial Condition and Results of Operations 29 Lamar Advertising Company 29 Overview 29 Non-GAAP Financial Measures 30 Results of Operations: Years Ended December 31, 202 5 and 20 2 4 31 Liquidity and Capital Resources 34 Critical Accounting Estimates 40 Accounting Standards and Regulatory Update 41 Lamar Media 42 Results of Operations: Years Ended December 31, 202 5 and 202 4 42 ITEM 7A.
Removed
Quantitative and Qualitative Disclosures About Market Risk 44 ITEM 8. Financial Statements 45
Added
Quantitative and Qualitative Disclosures About Market Risk 46 ITEM 8. Financial Statements 47 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 106 ITEM 9A. Controls and Procedures 106 ITEM 9B. Other Information 107

Item 7. Management's Discussion & Analysis

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

118 edited+16 added−14 removed63 unchanged
Biggest changeNet Income/FFO/AFFO (in thousands) Year Ended December 31, Amount of Increase (Decrease) Percent Increase (Decrease) 2024 2023 Net income $ 363,507 $ 497,333 $ (133,826) (26.9) % Depreciation and amortization related to real estate 446,844 281,026 165,818 Gain from sale or disposal of real estate, net of tax (5,784) (5,201) (583) Adjustments for unconsolidated affiliates and non-controlling interest (5,581) (4,769) (812) FFO $ 798,986 $ 768,389 $ 30,597 4.0 % Straight-line expense 4,079 4,658 (579) Capitalized contract fulfillment costs, net (317) (308) (9) Non-cash compensation expense 44,525 22,649 21,876 Non-cash portion of tax provision (4,036) 2,384 (6,420) Non-real estate related depreciation and amortization 16,123 12,397 3,726 Amortization of deferred financing costs 6,332 6,538 (206) Loss on extinguishment of debt 270 115 155 Capital expenditures – maintenance (51,986) (58,820) 6,834 Adjustments for unconsolidated affiliates and non-controlling interest 5,581 4,769 812 AFFO $ 819,557 $ 762,771 $ 56,786 7.4 % FFO for the year ended December 31, 2024 was $799.0 million as compared to FFO of $768.4 million for the same period in 2023.
Biggest changeThe increase in adjusted EBITDA was primarily attributable to the increase in our billboard advertising adjusted EBITDA of $31.2 million, offset by a decrease in other adjusted EBITDA of $1.7 million and an increase in corporate expenses of $4.4 million, excluding the impact of non-cash compensation expense. 44 Table of Contents Net Income/FFO/AFFO Year Ended December 31, Amount of Increase (Decrease) Percent Increase (Decrease) (In thousands) 2025 2024 Net income $ 593,605 $ 363,507 $ 230,098 63.3 % Depreciation and amortization related to real estate 302,800 446,844 (144,044) Gain from sale or disposal of real estate, net of tax (62,413) (5,784) (56,629) Adjustments for unconsolidated affiliates and non-controlling interest (6,122) (5,581) (541) FFO $ 827,870 $ 798,986 $ 28,884 3.6 % Straight-line expense 4,777 4,079 698 Capitalized contract fulfillment costs, net (166) (317) 151 Non-cash compensation expense 33,959 44,525 (10,566) Non-cash portion of tax provision 168 (4,036) 4,204 Non-real estate related depreciation and amortization 23,531 16,123 7,408 Amortization of deferred financing costs 6,282 6,332 (50) Loss on extinguishment of debt 2,012 270 1,742 Capital expenditures – maintenance (57,340) (51,986) (5,354) Adjustments for unconsolidated affiliates and non-controlling interest 6,122 5,581 541 AFFO $ 847,215 $ 819,557 $ 27,658 3.4 % FFO for the year ended December 31, 2025 was $827.9 million as compared to FFO of $799.0 million for the same period in 2024.
We believe that these metrics are useful to an investor in evaluating our operating performance because (1) each is a key measure used by our management team for purposes of decision making and for evaluating our core operating results; (2) adjusted EBITDA is widely used in the industry to measure operating performance as depreciation and amortization may vary significantly among companies depending upon accounting methods and useful lives, particularly where acquisitions and non-operating factors are involved; (3) acquisition-adjusted net revenue is a supplement to net revenue to enable investors to compare period-over-period results on a more consistent basis without the effects of acquisitions and divestitures, which reflects our core performance and organic growth (if any) during the period in which the assets were owned and managed by us; (4) adjusted EBITDA, FFO and AFFO each provide investors with a meaningful measure for evaluating our period-to-period operating performance by eliminating items that are not operational in nature; and (5) each provides investors with a measure for comparing our results of operations to those of other companies.
We believe that these metrics are useful to an investor in evaluating our operating performance because (1) each is a key measure used by our management team for purposes of decision-making and for evaluating our core operating results; (2) adjusted EBITDA is widely used in the industry to measure operating performance as depreciation and amortization may vary significantly among companies depending upon accounting methods and useful lives, particularly where acquisitions and non-operating factors are involved; (3) acquisition-adjusted net revenues is a supplement to net revenues to enable investors to compare period-over-period results on a more consistent basis without the effects of acquisitions and divestitures, which reflects our core performance and organic growth (if any) during the period in which the assets were owned and managed by us; (4) adjusted EBITDA, FFO and AFFO each provide investors with a meaningful measure for evaluating our period-to-period operating performance by eliminating items that are not operational in nature; and (5) each provides investors with a measure for comparing our results of operations to those of other companies.
Sales of the Class A common stock, if any, may be made in negotiated transactions or transactions that are deemed to be "at-the-market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on or through the Nasdaq Global Select Market and any other existing trading market for the Class A common stock, or sales made to or through a market maker other than on an exchange.
Sales of the Class A common stock, if any, may be conducted in negotiated transactions or transactions that are deemed to be "at-the-market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on or through the Nasdaq Global Select Market and any other existing trading market for the Class A common stock, or sales made to or through a market maker other than on an exchange.
The Company has financed its historical acquisitions and intends to finance any future acquisition activity from available cash, borrowings under the senior credit facility and the Accounts Receivable Securitization Program or the issuance of debt or equity securities. See “Liquidity and Capital Resources- Sources of Cash, ” for more information.
The Company has financed its historical acquisitions and intends to finance any future acquisition activity from available cash, borrowings under the senior credit facility and the Accounts Receivable Securitization Program or through the issuance of debt or equity securities. See “Liquidity and Capital Resources- Sources of Cash,” for more information.
Amendment No. 3 replaced the London Interbank Offered Rates as administered by the ICE Benchmark Administration with Term SOFR as the successor rate, as set in the Fourth Amended and Restated Credit Agreement. All other material terms and conditions of the Fourth Amended and Restated Credit Agreement remain unchanged by Amendment No. 3.
Amendment No. 3 replaced the London Interbank Offered Rate as administered by the ICE Benchmark Administration with Term SOFR as the successor rate, as set in the Fourth Amended and Restated Credit Agreement. All other material terms and conditions of the Fourth Amended and Restated Credit Agreement remain unchanged by Amendment No. 3.
In addition, we also adjust the prior period to subtract revenue generated by the assets that have been divested since the prior period and, therefore, no revenue derived from those assets is reflected in the current period.
In addition, we adjust the prior period to subtract revenue generated by the assets that have been divested since the prior period and, therefore, no revenue derived from those assets is reflected in the current period.
We expect to generate cash flows from operations during 2025 in excess of our cash needs for operations, capital expenditures and dividends, as described herein, and we believe we have sufficient liquidity with cash on hand and availability under our revolving credit facility to meet our operating cash needs for the next twelve months. Credit Facilities and Other Debt Securities.
We expect to generate cash flows from operations during 2026 in excess of our cash needs for operations, capital expenditures and dividends, as described herein, and we believe we have sufficient liquidity with cash on hand and availability under our revolving credit facility to meet our operating cash needs for the next twelve months. Credit Facilities and Other Debt Securities.
The Amendment amends the definition of "Subsidiary" to exclude each of Lamar Partnering Sponsor LLC and Lamar Partnering Corporation and any of their subsidiaries (collectively, the "Lamar Partnering Entities") such that, after the giving effect to the Amendment, none of the Lamar Partnering Entities are subject to the Fourth Amended and Restated Credit Agreement covenants and reporting requirements, but any investment by Lamar Media in any of the Lamar Partnering Entities would be subject to the Fourth Amended and Restated Credit Agreement covenants.
The Amendment No. 1 amends the definition of "Subsidiary" to exclude each of Lamar Partnering Sponsor LLC and Lamar Partnering Corporation and any of their subsidiaries (collectively, the "Lamar Partnering Entities") such that, after giving effect to the Amendment, none of the Lamar Partnering Entities are subject to the Fourth Amended and Restated Credit Agreement covenants and reporting requirements, but any investment by Lamar Media in any of the Lamar Partnering Entities would be subject to the Fourth Amended and Restated Credit Agreement covenants.
Neither FFO nor AFFO represent cash flows from operating activities in accordance with GAAP and, therefore, these measures should not be considered indicative of cash flows from operating activities as a measure of liquidity or of funds available to fund our cash needs, including our ability to make cash distributions.
Neither FFO nor AFFO represents cash flows from operating activities in accordance with GAAP and, therefore, these measures should not be considered indicative of cash flows from operating activities as a measure of liquidity or of funds available to fund our cash needs, including our ability to make cash distributions.
Included in our analysis of our results of operations are discussions regarding earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”), Funds From Operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts, Adjusted Funds From Operations (“AFFO”) and acquisition-adjusted net revenue.
Included in our analysis of our results of operations are discussions regarding earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”), Funds From Operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts, Adjusted Funds From Operations (“AFFO”) and acquisition-adjusted net revenues.
The Company accounts for transactions that meet the definition of a business and group asset purchases as acquisitions.
The Company accounts for transactions that meet the definition of a business combination and asset group purchases as acquisitions.
On July 24, 2024, the Company filed a new automatically effective shelf registration statement that allows the Company to offer and sell an indeterminate amount of additional shares of its Class A common stock, which replaces the previous shelf registration statement.
On July 24, 2024, the Company filed a new automatically effective shelf registration statement that allows the Company to offer and sell an indeterminate amount of additional shares of its Class A common stock, which replaced a previous shelf registration statement.
ACCOUNTING STANDARDS AND REGULATORY UPDATE See Note 22, "New Accounting Pronouncements" to our consolidated financial statements included in Part II, Item 8 of this report for a discussion of our Accounting Standards and Regulatory Update. 40 Table of Contents LAMAR MEDIA CORP.
ACCOUNTING STANDARDS AND REGULATORY UPDATE See Note 22, "New Accounting Pronouncements" to our consolidated financial statements included in Part II, Item 8 of this report for a discussion of our Accounting Standards and Regulatory Update. 41 Table of Contents LAMAR MEDIA CORP.
LAMAR ADVERTISING COMPANY The following is a discussion of the consolidated financial condition and results of operations of the Company for the years ended December 31, 2024 and 2023. This discussion should be read in conjunction with the consolidated financial statements of the Company and the related notes.
LAMAR ADVERTISING COMPANY The following is a discussion of the consolidated financial condition and results of operations of the Company for the years ended December 31, 2025 and 2024. This discussion should be read in conjunction with the consolidated financial statements of the Company and the related notes.
We refer to the amount of pre-acquisition revenue generated by the acquired assets during the prior period that corresponds with the current period in which we owned the assets (to the extent within the period to which this report relates) as “acquisition net revenue”.
We refer to the amount of pre-acquisition revenue generated by the acquired assets during the prior period that corresponds with the current period in which we owned the assets (to the extent within the period to which this report relates) as “acquisition net revenues”.
The following is a discussion of the consolidated financial condition and results of operations of Lamar Media for the years ended December 31, 2024 and 2023. This discussion should be read in conjunction with the consolidated financial statements of Lamar Media and the related notes.
The following is a discussion of the consolidated financial condition and results of operations of Lamar Media for the years ended December 31, 2025 and 2024. This discussion should be read in conjunction with the consolidated financial statements of Lamar Media and the related notes.
Discussion of our results of operations for the years ended December 31, 2023 and 2022 can be found in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023.
Discussion of our results of operations for the years ended December 31, 2024 and 2023 can be found in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024.
Acquisition-adjusted net revenue adjusts our net revenue for the prior period by adding to it the net revenue generated by the acquired assets before our acquisition of these assets for the same time frame that those assets were owned in the current period.
Acquisition-adjusted net revenues adjusts our net revenues for the prior period by adding to it the net revenues generated by the acquired assets before our acquisition of these assets for the same time frame that those assets were owned in the current period.
Lamar Media has also agreed to guaranty its performance in its capacity as servicer and originator, as well as the performance of the Subsidiary Originators, of their obligations under the agreements governing the Accounts Receivable Securitization Program.
Lamar Media has also agreed to guarantee its performance in its capacity as servicer and originator, as well as the performance of the Subsidiary Originators, of their obligations under the agreements governing the Accounts Receivable Securitization Program.
The agreements governing the Accounts Receivable Securitization Program contain customary representations and warranties, affirmative and negative covenants, and termination event provisions, including but not limited to those providing for the acceleration of amounts owed under the Accounts Receivable Securitization Program if, among other things, the Special Purpose Subsidiaries fail to make payments when due, Lamar Media, the Subsidiary Originators or the Special Purpose Subsidiaries become insolvent or subject to bankruptcy proceedings or certain judicial judgments, breach certain representations and warranties or covenants or default under other 37 Table of Contents material indebtedness, a change of control occurs, or if Lamar Media fails to maintain the maximum secured debt ratio of 4.5 to 1.0 required under the senior credit facility.
The agreements governing the Accounts Receivable Securitization Program contain customary representations and warranties, affirmative and negative covenants, and termination event provisions, including but not limited to those providing for the acceleration of amounts owed under the Accounts Receivable Securitization Program if, among other things, the Special Purpose Subsidiaries fail to make payments when due, Lamar Media, the Subsidiary Originators or the Special Purpose Subsidiaries become insolvent or subject to bankruptcy proceedings or certain judicial judgments, breach certain representations and warranties or covenants or default under other material indebtedness, a change of control occurs, or if Lamar Media fails to maintain the maximum secured debt ratio of 4.5 to 1.0 required under the senior credit facility. 38 Table of Contents Uses of Cash Capital Expenditures.
Reconciliations: Because acquisitions occurring after December 31, 2022 have contributed to our net revenue results for the periods presented, we provide 2023 acquisition-adjusted net revenue, which adjusts our 2023 net revenue for the year ended December 31, 2023 by adding to or subtracting from it the net revenue generated by the acquired or divested assets prior to our acquisition or divestiture of these assets for the same time frame that those assets were owned in the year ended December 31, 2024.
Reconciliations: Because acquisitions occurring after December 31, 2023 have contributed to our net revenues results for the periods presented, we provide 2024 acquisition-adjusted net revenues, which adjusts our 2024 net revenues for the year ended December 31, 2024 by adding to or subtracting from it the net revenues generated by the acquired or divested assets prior to our acquisition or divestiture of these assets for the same time frame that those assets were owned in the year ended December 31, 2025.
Reconciliations: Because acquisitions occurring after December 31, 2022 have contributed to our net revenue results for the periods presented, we provide 2023 acquisition-adjusted net revenue, which adjusts our 2023 net revenue for the year ended December 31, 2023 by adding to or subtracting from it the net revenue generated by the acquired or divested assets prior to our acquisition or divestiture of these assets for the same time frame that those assets were owned in the year ended December 31, 2024.
Reconciliations: Because acquisitions occurring after December 31, 2023 have contributed to our net revenues results for the periods presented, we provide 2024 acquisition-adjusted net revenues, which adjusts our 2024 net revenues for the year ended December 31, 2024 by adding to or subtracting from it the net revenues generated by the acquired or divested assets prior to our acquisition or divestiture of these assets for the same time frame that those assets were owned in the year ended December 31, 2025.
Our measurement of adjusted EBITDA, FFO, AFFO and acquisition-adjusted net revenue may not, however, be fully comparable to similarly titled measures used by other companies.
Our measurement of adjusted EBITDA, FFO, AFFO and acquisition-adjusted net revenues may not, however, be fully comparable to similarly titled measures used by other companies.
Amendment No. 4 also establishes a $75.0 million swingline as a sublimit of the revolving credit facility, which allows Lamar Media to borrow revolving loans on a same-day basis, in an aggregate outstanding principal amount of up to $75.0 35 Table of Contents million.
Amendment No. 4 also establishes a $75.0 million swingline as a sublimit of the revolving credit facility, which allows Lamar Media to borrow revolving loans on a same-day basis, in an aggregate outstanding principal amount of up to $75.0 million.
Adjusted EBITDA, FFO, AFFO and acquisition-adjusted net revenue are not intended to replace net income or any other performance measures determined in accordance with GAAP.
Adjusted EBITDA, FFO, AFFO and acquisition-adjusted net revenues are not intended to replace net income or any other performance measures determined in accordance with GAAP.
Rather, adjusted EBITDA, FFO, AFFO and acquisition-adjusted net revenue are presented as we believe each is a useful indicator of our current operating performance.
Rather, adjusted EBITDA, FFO, AFFO and acquisition-adjusted net revenues are presented as we believe each is a useful indicator of our current operating performance.
In addition, each of the Special Purpose Subsidiaries is a separate legal entity with its own separate creditors who will be entitled to access the assets of such Special Purpose Subsidiary before the assets become available to Lamar Media.
In addition, each of the Special Purpose Subsidiaries is a separate legal entity with its own separate creditors who will be entitled to access 34 Table of Contents the assets of such Special Purpose Subsidiary before the assets become available to Lamar Media.
(2) Interest rates on our variable rate instruments assume rates at the December 2024 levels. See Item 7A, "Quantitative and Qualitative Disclosures About Market Risk" for further discussion on interest rate risk. Required Annual Distributions.
(2) Interest rates on our variable rate instruments assume rates at the December 31, 2025 levels. See Item 7A, "Quantitative and Qualitative Disclosures About Market Risk" for further discussion on interest rate risk. Required Annual Distributions.
The balance is recorded based on the present value of the remaining minimum rental payments under the leasing standard for our existing operating leases. The key estimates for our leases include (1) the discount rate used to discount the unpaid lease payments to present value and (2) lease term.
The balances are recorded based on the present value of the remaining minimum rental payments under the leasing standard for our existing operating leases. The key estimates for our leases include (1) the discount rate used to discount the unpaid lease payments to present value and (2) lease term.
The indentures relating to Lamar Media’s outstanding notes restrict its ability to incur additional indebtedness but permit the incurrence of indebtedness (including indebtedness under the senior credit facility), (i) if no default or event of default would result from such incurrence and (ii) if after giving effect to any such incurrence, the leverage ratio (defined as the sum of (x) total consolidated debt plus (y) the aggregate liquidation preference of any preferred stock of Lamar Media’s restricted subsidiaries to trailing four fiscal quarter EBITDA (as defined in the indentures)) would be less than 7.0 to 1.0.
The indentures relating to Lamar Media’s outstanding notes restrict its ability to incur additional indebtedness, but permit the incurrence of indebtedness (including indebtedness under the senior credit facility), (i) if no default or event of default would result from such incurrence and (ii) if after giving effect to any such incurrence, the leverage ratio (defined as the sum of (x) total consolidated debt plus (y) the aggregate liquidation preference of any preferred stock of Lamar Media’s restricted subsidiaries (and in the case of the 5 3/8% Notes, minus (z) unrestricted cash of Lamar Media and its restricted subsidiaries) to trailing four fiscal quarter EBITDA (as defined in the indentures)) would be less than 7.0 to 1.0.
The increase in AFFO was primarily attributable to the increase in our gross margin (net revenue less direct advertising expense, exclusive of depreciation and amortization and capitalized contract fulfillment costs, net), partially offset by an increase in total general and administrative and corporate expenses (excluding the effect of stock-based compensation expense). 32 Table of Contents LIQUIDITY AND CAPITAL RESOURCES Overview The Company has historically satisfied its working capital requirements with cash from operations and borrowings under its senior credit facility and Accounts Receivable Securitization Program.
The increase in AFFO was primarily attributable to the increase in our gross margin (net revenues less direct advertising expenses, exclusive of depreciation and amortization and capitalized contract fulfillment costs, net) of $40.3 million, partially offset by an increase in total general and administrative and corporate expenses (excluding the effect of stock-based compensation expense) of $15.2 million. 33 Table of Contents LIQUIDITY AND CAPITAL RESOURCES Overview The Company has historically satisfied its working capital requirements with cash from operations and borrowings under its senior credit facility and Accounts Receivable Securitization Program.
On January 1, 2019, the Company adopted ASU No. 2016-02, “Leases (Codified as ASC 842),” which resulted in recording operating lease liabilities and right of use assets on our consolidated balance sheet. Our operating lease liabilities (including short-term liabilities) and right of use asset balances were $1.33 billion and $1.36 billion as of December 31, 2024, respectively.
On January 1, 2019, the Company adopted ASU No. 2016-02, “Leases (Codified as ASC 842),” which resulted in recording operating lease liabilities and right of use assets on our consolidated balance sheet. Our operating lease liabilities (including short-term liabilities) and right of use asset balances were $1.49 billion and $1.50 billion as of December 31, 2025, respectively.
Amendment No. 4 extends the maturity date of Lamar Media's $750.0 million revolving credit facility such that the revolving credit facility matures July 31, 2028; provided, that, if on the date (a "Springing Maturity Test Date") that is 91 days prior to either the then scheduled maturity date of Lamar Media's Term B loans (which is currently February 6, 2027) or the February 15, 2028 maturity date of Lamar Media's 3 3/4% Notes, the Company and its restricted subsidiaries do not have sufficient liquidity (defined as unrestricted cash and cash equivalents of the Company and its restricted subsidiaries plus unused commitments under the revolving credit facility) to repay in full the aggregate outstanding amount (including all accrued and unpaid interest, premiums and make-whole amounts (if any)) of the Term B loans or the 3 3/4% Notes (as applicable), the revolving credit facility will mature on such Springing Maturity Test Date.
Amendment No. 4 extends the maturity date of Lamar Media's $750.0 million revolving credit facility such that the revolving credit facility matures July 31, 2028; provided, that, if on the date (a "Springing Maturity Test Date") that is 91 days prior to the February 15, 2028 maturity date of Lamar Media's 3 3/4% Notes, the Company and its restricted subsidiaries do not have sufficient liquidity (defined as unrestricted cash and cash equivalents of the Company and its restricted subsidiaries plus unused commitments under the revolving credit facility) to repay in full the aggregate outstanding amount (including all accrued and unpaid interest, premiums and make-whole amounts (if any)) of the 3 3/4% Notes (as applicable), the revolving credit facility will mature on such Springing Maturity Test Date.
The senior credit facility, as established by the Fourth Amended and Restated Credit Agreement (the “senior credit facility”), consists of (i) a $750.0 million senior secured revolving credit facility which will mature on July 31, 2028, subject to certain conditions (see description of Amendment No. 4 below) (the “revolving credit facility”), (ii) a $600.0 million senior secured Term B loan facility (the “Term B loans”) which will mature on February 6, 2027, and (iii) an incremental facility (the “Incremental Facility”) pursuant to which Lamar Media may incur additional term loan tranches or increase its revolving credit facility subject to a pro forma secured debt ratio calculated as described under “Restrictions under Senior Credit Facility” of 4.50 to 1.00, as well as certain other conditions, including lender approval.
The senior credit facility, as established by the Fourth Amended and Restated Credit Agreement (as amended by the Amendments, as defined below) (the “senior credit facility”), consists of (i) a $750.0 million senior secured revolving credit facility which will mature on July 31, 2028, subject to certain conditions (see description of Amendment No. 4 below) (the “revolving credit facility”), (ii) a $700.0 million senior secured Term B loan facility (the “Term B loans”) which will mature on September 23, 2032, and (iii) an incremental facility (the “Incremental Facility”) pursuant to which Lamar Media may incur additional term loan tranches or additional incremental revolving facilities or increase its existing revolving credit facility subject to a pro forma secured debt ratio calculated as described under “Restrictions under Senior Credit Facility” of 4.50 to 1.00, as well as certain other conditions, including lender approval.
Maintenance capital expenditures were $52.0 million for the year ended December 31, 2024. • Other non-recurring capital expenditures include capital expenditures to develop new non-revenue generating assets, such as office space in our local markets and the costs to re-develop advertising sites impacted by hurricanes.
Maintenance capital expenditures were $57.3 million for the year ended December 31, 2025. • Other non-recurring capital expenditures include capital expenditures to develop new non-revenue generating assets, such as office space in our local markets and the costs to re-develop advertising sites impacted by hurricanes.
Existing and future accounts receivable relating to Lamar Media and its qualified REIT subsidiaries will be sold and/or contributed to the QRS SPV and existing and future accounts receivable relating to Lamar 33 Table of Contents Media’s TRSs will be sold and/or contributed to the TRS SPV.
Existing and future accounts receivable relating to Lamar Media and its qualified REIT subsidiaries will be sold and/or contributed to the QRS SPV and existing and future accounts receivable relating to Lamar Media’s TRSs will be sold and/or contributed to the TRS SPV.
(b) Corporate operations are not an operating segment. Corporate expenses include expenses related to infrastructure and support, including information technology, human resources, legal, finance and administrative functions of the Company, as well as overall executive, administrative and support functions. Adjusted EBITDA for the year ended December 31, 2024 increased 4.8% to $1.03 billion.
(2) Corporate operations are not an operating segment. Corporate expenses include expenses related to infrastructure and support, including information technology, human resources, legal, finance and administrative functions of the Company, as well as overall executive, administrative and support functions. Adjusted EBITDA for the year ended December 31, 2025 increased 2.4% to $1.06 billion.
(b) Corporate operations are not an operating segment. Corporate expenses include expenses related to infrastructure and support, including information technology, human resources, legal, finance and administrative functions of the Company, as well as overall executive, administrative and support functions. Adjusted EBITDA for the year ended December 31, 2024 increased 4.8% to $1.03 billion.
(2) Corporate operations are not an operating segment. Corporate expenses include expenses related to infrastructure and support, including information technology, human resources, legal, finance and administrative functions of the Company, as well as overall executive, administrative and support functions. Adjusted EBITDA for the year ended December 31, 2025 increased 2.4% to $1.06 billion.
Growth capital expenditures were $63.5 million for the year ended December 31, 2024. • Maintenance capital expenditures include recurring capital expenditures not otherwise categorized as growth or other non-recurring capital expenditures, including costs incurred to enhance existing advertising sites, general asset improvements, and ordinary corporate capital expenditures.
Growth capital expenditures were $111.8 million for the year ended December 31, 2025. • Maintenance capital expenditures include recurring capital expenditures not otherwise categorized as growth or other non-recurring capital expenditures, including costs incurred to enhance existing advertising sites, general asset improvements, and ordinary corporate capital expenditures.
AFFO for the year ended December 31, 2024 increased 7.4% to $819.0 million as compared to $762.3 million for the same period in 2023.
AFFO for the year ended December 31, 2025 increased 3.4% to $846.7 million as compared to $819.0 million for the same period in 2024.
The increase in adjusted EBITDA was primarily attributable to the increase in our billboard advertising adjusted EBITDA of $60.6 million, offset by a decrease in other adjusted EBITDA of $6.0 million and an increase in corporate expenses of $7.2 million, excluding the impact of stock-based compensation expense.
The increase in adjusted EBITDA was primarily attributable to the increase in our billboard advertising adjusted EBITDA of $31.2 million, offset by a decrease in other adjusted EBITDA of $1.7 million and an increase in corporate expenses of $4.4 million, excluding the impact of stock-based compensation expense.
Capital expenditures, excluding acquisitions, were approximately $125.3 million for the year ended December 31, 2024. Our capital expenditures are categorized as growth, maintenance, and other as described below. • Growth capital expenditures include discretionary capital expenditures incurred primarily for the expansion or development of new advertising markets and construction of new advertising sites.
Capital expenditures, excluding acquisitions, were approximately $180.8 million for the year ended December 31, 2025. Our capital expenditures are categorized as growth or maintenance as described below. • Growth capital expenditures include discretionary capital expenditures incurred primarily for the expansion or development of new advertising markets and construction of new advertising sites.
For the year ended December 31, 2024, Lamar Media recognized a gain on disposition of assets of $6.1 million as compared to a gain on disposition of assets of $5.5 million for the same period in 2023.
For the year ended December 31, 2025, Lamar Media recognized a gain on disposition of assets of $75.9 million as compared to a gain on disposition of assets of $6.1 million for the same period in 2024.
The $4.5 million equates to an effective tax rate for the year ended December 31, 2024 of approximately 1.2%, which differs from the federal statutory rate primarily due to our qualification for taxation as a REIT and adjustments for foreign items.
The $21.3 million equates to an effective tax rate for the year ended December 31, 2025 of approximately 3.5%, which differs from the federal statutory rate primarily due to our qualification for taxation as a REIT and adjustments for foreign items.
The $4.5 million equates to an effective tax rate for the year ended December 31, 2024 of approximately 1.2%, which differs from the federal statutory rate primarily due to our qualification for taxation as a REIT and adjustments for foreign items.
The $21.3 million equates to an effective tax rate for the year ended December 31, 2025 of approximately 3.5%, which differs from the federal statutory rate primarily due to our qualification for taxation as a REIT and adjustments for foreign items.
We will continue to reinvest in our existing assets and expand our outdoor advertising display portfolio through new construction. We will also continue to pursue strategic acquisitions of outdoor advertising businesses and assets. This includes acquisitions in our existing markets and in new markets where we can meet our return on investment criteria.
We will also continue to pursue strategic acquisitions of outdoor advertising businesses and assets. This includes acquisitions in our existing markets and in new markets where we can meet our return on investment criteria.
The increase in AFFO was primarily attributable to the increase in our gross margin (net revenue less direct advertising expense, exclusive of depreciation and amortization and capitalized contract fulfillment costs, net), partially offset by an increase in total general and administrative and corporate expenses (excluding the effect of non-cash compensation expense). 43 Table of Contents
The increase in AFFO was primarily attributable to the increase in our gross margin (net revenues less direct advertising expenses, exclusive of depreciation and amortization and capitalized contract fulfillment costs, net) of $40.0 million, partially offset by an increase in total general and administrative and corporate expenses (excluding the effect of non-cash compensation expense) of $15.2 million. 45 Table of Contents
As a result of the above factors, Lamar Media recognized net income for the year ended December 31, 2024 of $363.5 million, as compared to net income of $497.3 million for the same period in 2023.
As a result of the above factors, Lamar Media recognized net income for the year ended December 31, 2025 of $593.6 million, as compared to net income of $363.5 million for the same period in 2024.
As a result of the above factors, the Company recognized net income for the year ended December 31, 2024 of $362.9 million, as compared to net income of $496.8 million for the same period in 2023.
As a result of the above factors, the Company recognized net income for the year ended December 31, 2025 of $593.1 million, as compared to net income of $362.9 million for the same period in 2024.
The foregoing factors may also impact management's recommendations to the Board of Directors as to the timing, amount and frequency of future distributions. Stock and Debt Repurchasing Program. On March 16, 2020, the Company’s Board of Directors authorized the repurchase of up to $250.0 million of the Company's Class A common stock.
The foregoing factors may also impact management’s recommendations to the Board of Directors as to the timing, amount and frequency of future distributions. Stock and Debt Repurchasing Program. Prior to May 15, 2025, the Company’s Board of Directors had authorized the repurchase of up to $250.0 million of the Company’s Class A common stock.
We believe that the following significant accounting policies and assumptions may involve a higher degree of judgment and complexity than others. 39 Table of Contents Asset Retirement Obligations. The Company had an asset retirement obligation of $614.7 million as of December 31, 2024.
We believe that the following significant accounting policies and assumptions may involve a higher degree of judgment and complexity than others. 40 Table of Contents Asset Retirement Obligations. The Company had an asset retirement obligation of $624.9 million as of December 31, 2025.
Reconciliations of adjusted EBITDA, FFO, AFFO and acquisition-adjusted net revenue to net income, the most directly comparable GAAP measure, have been included herein. 29 Table of Contents RESULTS OF OPERATIONS The following table presents certain items in the Consolidated Statements of Income as a percentage of net revenues for the years ended December 31, 2024 and 2023: Year Ended December 31, 2024 2023 Net revenues 100.0 % 100.0 % Operating expenses: Direct advertising expenses 33.0 % 33.0 % General and administrative expenses 16.4 % 16.3 % Corporate expenses 5.9 % 5.0 % Depreciation and amortization 21.0 % 13.9 % Operating income 24.1 % 32.0 % Interest expense 7.8 % 8.3 % Income tax expense 0.2 % 0.5 % Net income 16.4 % 23.5 % Year ended December 31, 2024 compared to Year ended December 31, 2023 Net revenues increased $96.1 million or 4.6% to $2.21 billion for the year ended December 31, 2024 from $2.11 billion for the same period in 2023.
Reconciliations of adjusted EBITDA, FFO, AFFO and acquisition-adjusted net revenues to net income, the most directly comparable GAAP measure, have been included herein. 30 Table of Contents RESULTS OF OPERATIONS The following table presents certain items in the Consolidated Statements of Income as a percentage of net revenues for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 Net revenues 100.0 % 100.0 % Operating expenses: Direct advertising expenses 33.0 % 33.0 % General and administrative expenses 16.3 % 16.4 % Corporate expenses 5.6 % 5.9 % Depreciation and amortization 14.4 % 21.0 % Operating income 34.2 % 24.1 % Loss on extinguishment of debt 0.1 % — % Interest expense 7.1 % 7.8 % Income tax expense 0.9 % 0.2 % Net income 26.2 % 16.4 % Year ended December 31, 2025 compared to Year ended December 31, 2024 Net revenues increased $59.1 million or 2.7% to $2.27 billion for the year ended December 31, 2025 from $2.21 billion for the same period in 2024.
Term B loans bearing interest at a rate based on Term SOFR bear interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 1.50%. Term B loans bearing interest at a rate based on the Adjusted Base Rate bear interest at a rate per annum equal to the Adjusted Base Rate plus 0.50%.
Term Benchmark Term B Loans bear interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 1.50% and Base Rate Term B Loans bear interest at a rate per annum equal to the Adjusted Base Rate plus 0.50%.
Lamar Media is also restricted from incurring additional unsecured senior indebtedness under certain circumstances unless, after giving effect to the incurrence of such indebtedness, Lamar Media would have a total debt ratio, defined as (x) total consolidated debt (including subordinated debt) of Lamar Advertising, Lamar Media and its restricted subsidiaries as of any date minus the lesser of (i) $150.0 million and (ii) the aggregate amount of unrestricted cash and cash equivalents of Lamar Advertising, Lamar Media and its restricted subsidiaries (other than the Special Purpose Subsidiaries) to (y) EBITDA, as defined below, for the most recent four fiscal quarters then ended, of less than 7.0 to 1.0.
Lamar Media is restricted from incurring additional indebtedness subject to exceptions, one of which is that it may incur additional indebtedness not exceeding the greater of $250.0 million or 6% of its total assets. 37 Table of Contents Lamar Media is also restricted from incurring additional unsecured senior indebtedness under certain circumstances unless, after giving effect to the incurrence of such indebtedness, Lamar Media would have a total debt ratio, defined as (x) total consolidated debt (including subordinated debt) of Lamar Advertising, Lamar Media and its restricted subsidiaries as of any date minus the lesser of (i) $150.0 million and (ii) the aggregate amount of unrestricted cash and cash equivalents of Lamar Advertising, Lamar Media and its restricted subsidiaries (other than the Special Purpose Subsidiaries) to (y) EBITDA, as defined below, for the most recent four fiscal quarters then ended, of less than 7.0 to 1.0.
Total operating expenses, exclusive of depreciation and amortization and gain on disposition of assets, increased $70.5 million, or 6.1% to $1.22 billion for the year ended December 31, 2024 from $1.15 billion in the same period in 2023.
Total operating expenses, exclusive of depreciation and amortization and gain on disposition of assets, increased $23.6 million, or 1.9% to $1.24 billion for the year ended December 31, 2025 from $1.22 billion in the same period in 2024.
Lamar Media recorded income tax expense of $4.5 million for the year ended December 31, 2024 as compared to income tax expense of $9.8 million for the same period in 2023.
Lamar Media recorded income tax expense of $21.3 million for the year ended December 31, 2025 as compared to income tax expense of $4.5 million for the same period in 2024.
Net revenues for the year ended December 31, 2024, as compared to acquisition-adjusted net revenues for the comparable period in 2023, increased $89.1 million, or 4.2%.
Net revenues for the year ended December 31, 2025, as compared to acquisition-adjusted net revenues for the comparable period in 2024, increased $45.6 million, or 2.1%.
At December 31, 2024 we were, and currently we are in compliance with all such tests under the senior credit facility.
As of December 31, 2025 we were, and currently we are, in compliance with all such tests under the senior credit facility.
RESULTS OF OPERATIONS The following table presents certain items in the Consolidated Statements of Income as a percentage of net revenues for the years ended December 31, 2024 and 2023: Year Ended December 31, 2024 2023 Net revenues 100.0 % 100.0 % Operating expenses: Direct advertising expenses 33.0 % 33.0 % General and administrative expenses 16.4 % 16.3 % Corporate expenses 5.8 % 5.0 % Depreciation and amortization 21.0 % 13.9 % Operating income 24.1 % 32.0 % Interest expense 7.8 % 8.3 % Income tax expense 0.2 % 0.5 % Net income 16.5 % 23.6 % Year ended December 31, 2024 compared to Year ended December 31, 2023 Net revenues increased $96.1 million or 4.6% to $2.21 billion for the year ended December 31, 2024 from $2.11 billion for the same period in 2023.
RESULTS OF OPERATIONS The following table presents certain items in the Consolidated Statements of Income as a percentage of net revenues for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 Net revenues 100.0 % 100.0 % Operating expenses: Direct advertising expenses 33.0 % 33.0 % General and administrative expenses 16.3 % 16.4 % Corporate expenses 5.5 % 5.8 % Depreciation and amortization 14.4 % 21.0 % Operating income 34.2 % 24.1 % Loss on extinguishment of debt 0.1 % — % Interest expense 7.1 % 7.8 % Income tax expense 0.9 % 0.2 % Net income 26.2 % 16.5 % Year ended December 31, 2025 compared to Year ended December 31, 2024 Net revenues increased $59.1 million or 2.7% to $2.27 billion for the year ended December 31, 2025 from $2.21 billion for the same period in 2024.
Proceeds from the Term A loans were used to repay outstanding balances on the revolving credit facility and a portion of the outstanding balance on our Accounts Receivable Securitization Program. The Term A loans were subsequently repaid in full on July 31, 2024.
Lamar Media borrowed all $350.0 million in Term A loans on July 29, 2022 and proceeds from the Term A loans were used to repay outstanding balances on the revolving credit facility and a portion of the outstanding balance on our Accounts Receivable Securitization Program. The Term A loans were subsequently repaid in full on July 31, 2024.
The Company’s cash flows used in financing activities were $703.4 million for the year ended December 31, 2024 as compared to $481.6 million in 2023.
The Company’s cash flows used in financing activities were $604.3 million for the year ended December 31, 2025 as compared to $703.4 million in 2024.
For the year ended December 31, 2024, the Company recognized a gain on disposition of assets of $6.1 million as compared to a gain on disposition of assets of $5.5 million for the same period in 2023.
For the year ended December 31, 2025, the Company recognized a gain on disposition of assets and investments of $75.9 million as compared to a gain on disposition of assets and investments of $6.1 million for the same period in 2024.
The working capital deficit for the year ended December 31, 2024 is primarily related to the $249.4 million outstanding under the Accounts Receivable Securitization Program as well as $218.1 million in current operating lease liabilities which has a corresponding right of use asset recorded in long term assets.
The working capital deficit for the year ended December 31, 2025 is primarily related to the $249.6 million outstanding under the Accounts Receivable Securitization Program as well as $232.5 million in current operating lease liabilities which has a corresponding right of use asset recorded in long term assets. Cash Generated by Operations.
Additionally, the Sixth Amendment provides for the replacement of LIBOR-based interest rate mechanics with Term Secured Overnight Financing Rate ("Term SOFR") based interest rate mechanics for the Accounts Receivable Securitization Program.
The Sixth Amendment increased the Accounts Receivable Securitization Program from $175.0 million to $250.0 million. Additionally, the Sixth Amendment provides for the replacement of LIBOR-based interest rate mechanics with Term Secured Overnight Financing Rate ("Term SOFR") based interest rate mechanics for the Accounts Receivable Securitization Program.
The Company did not issue any shares under this program during the twelve months ended December 31, 2024. The Company did not issue any shares under the 2021 Sales Agreement from inception through expiration. Shelf Registration Statement .
The Company did not issue any shares under the 2024 Sales Agreement during the years ended December 31, 2025 and 2024. The Company did not issue any shares under the 2021 Sales Agreement from inception through expiration. Shelf Registration Statement.
As of December 31, 2024 we had $506.7 million of total liquidity, which is comprised of $49.5 million in cash and cash equivalents and $457.2 million of availability under the revolving portion of the senior credit facility. We expect our total liquidity to be adequate for the Company to meet its operational requirements for the next twelve months.
As of December 31, 2025 we had $807.0 million of total liquidity, which is comprised of $64.8 million in cash and cash equivalents and $742.2 million of availability under the revolving portion of the senior credit facility. We expect our total liquidity to be adequate for the Company to meet its operational requirements for the next twelve months.
The following table summarizes our future debt maturities, interest payment obligations, and contractual obligations including required payments under operating and financing leases as of December 31, 2024 (in millions): 2025 Thereafter Debt maturities (1) $ 249.8 $ 2,961.1 Interest obligations on long-term debt (2) 149.4 456.9 Contractual obligations, including operating and financing leases 309.2 1,733.0 Total payments due $ 708.4 $ 5,151.0 (1) Debt maturities assume there is no refinancing prior to the existing maturity date.
The following table summarizes our future debt maturities, interest payment obligations, and contractual obligations including required payments under operating and financing leases as of December 31, 2025: (In millions) 2026 Thereafter Debt maturities (1) $ 0.4 $ 3,418.5 Interest obligations on long-term debt (2) 151.9 465.4 Contractual obligations, including operating and financing leases 315.0 1,928.8 Total payments due $ 467.3 $ 5,812.7 (1) Debt maturities assume there is no refinancing prior to the existing maturity date.
During the year ended December 31, 2024, the Company completed multiple acquisitions for a total cash purchase price of approximately $45.4 million. See “ Uses of Cash-Acquisitions ,” for more information.
During the year ended December 31, 2025, the Company completed multiple acquisitions for a total cash purchase price of approximately $191.1 million. See “Uses of Cash-Acquisitions,” for more information.
As of December 31, 2024 and 2023, the Company had a working capital deficit of $353.2 million and $340.7 million, respectively.
As of December 31, 2025 and 2024, the Company had a working capital deficit of $334.3 million and $353.2 million, respectively.
The Fourth Amended and Restated Credit Agreement amended and restated the Third Amended and Restated Credit Agreement dated as of May 15, 2017, as amended (the "Third Amended and Restated Credit Agreement"). On July 2, 2021, Lamar Media entered into Amendment No. 1 (the "Amendment"), to the Fourth Amended and Restated Credit Agreement.
On July 2, 2021, Lamar Media entered into Amendment No. 1 (the "Amendment No. 1"), to the Fourth Amended and Restated Credit Agreement.
Additionally, the Board of Directors has authorized Lamar Media to repurchase up to $250.0 million in outstanding senior or senior subordinated notes and other indebtedness outstanding from time to time under the senior credit facility. On September 24, 2024, the Board of Directors authorized the extension of the repurchase program through March 31, 2026.
Additionally, the Board of Directors has authorized Lamar Media to repurchase up to $250.0 million in outstanding senior or senior subordinated notes and other indebtedness outstanding from time to time under its senior credit agreement. The repurchase programs are currently authorized through March 31, 2026.
As of December 31, 2024, there was $250.0 million of outstanding aggregate borrowings under the Accounts Receivable Securitization Program at a borrowing rate of approximately 5.4%. Lamar Media had no additional availability under the Accounts Receivable Securitization Program as of December 31, 2024. “At-the-Market” Offering Program.
As of December 31, 2025, there was $250.0 million of outstanding aggregate borrowings under the Accounts Receivable Securitization Program at a borrowing rate of approximately 4.7%. Lamar Media had noadditional availability under the Accounts Receivable Securitization Program as of December 31, 2025. “ At-the-Marke t” Offering Program.
See “ Reconciliations ” below. Total operating expenses, exclusive of depreciation and amortization and gain on disposition of assets, increased $70.5 million, or 6.1% to $1.22 billion for the year ended December 31, 2024 from $1.15 billion in the same period in 2023.
Total operating expenses, exclusive of depreciation and amortization and gain on disposition of assets and investments, increased $23.6 million, or 1.9% to $1.24 billion for the year ended December 31, 2025 from $1.22 billion in the same period in 2024.
Lamar Media must maintain a secured debt ratio, defined as total consolidated secured debt of Lamar Advertising, Lamar Media and its restricted subsidiaries (including capital lease obligations), minus the lesser of (x) $150.0 million and (y) the aggregate amount of unrestricted cash and cash equivalents of Lamar Advertising, Lamar Media and its restricted subsidiaries (other than the Special Purpose Subsidiaries (as defined above under “ Sources of Cash- Accounts Receivable Securitization Program )) to EBITDA, as defined below, for the period of four consecutive fiscal quarters then ended, of less than or equal to 4.5 to 1.0. 36 Table of Contents Lamar Media is restricted from incurring additional indebtedness subject to exceptions, one of which is that it may incur additional indebtedness not exceeding the greater of $250.0 million or 6% of its total assets.
Lamar Media must maintain a secured debt ratio, defined as total consolidated secured debt of Lamar Advertising, Lamar Media and its restricted subsidiaries (including capital lease obligations), minus the lesser of (x) $150.0 million and (y) the aggregate amount of unrestricted cash and cash equivalents of Lamar Advertising, Lamar Media and its restricted subsidiaries (other than the Special Purpose Subsidiaries (as defined above under S ources of Cash – Accounts Receivable Securitization Program)) to EBITDA, as defined below, for the period of four consecutive fiscal quarters then ended, of less than or equal to 4.5 to 1.0.
AFFO for the year ended December 31, 2024 increased 7.4% to $819.6 million as compared to $762.8 million for the same period in 2023.
AFFO for the year ended December 31, 2025 increased 3.4% to $847.2 million as compared to $819.6 million for the same period in 2024.
Depreciation and amortization expense increased $169.5 million to $463.0 million for the year ended December 31, 2024 as compared to $293.4 million for the same period in 2023. The increase is primarily due to the revision in the cost estimate included in the calculation of asset retirement obligations during 2024.
Depreciation and amortization expense decreased $136.6 million to $326.3 million for the year ended December 31, 2025 as compared to $463.0 million for the same period in 2024. The decrease is primarily due to the revision in the cost estimate included in the calculation of asset retirement obligations during 2024.
Depreciation and amortization expense increased $169.5 million to $463.0 million for the year ended December 31, 2024 as compared to $293.4 million for the same period in 2023. The increase is primarily due to the revision in the cost estimate included in the calculation of asset retirement obligations during 2024.
Depreciation and amortization expense decreased $136.6 million to $326.3 million for the year ended December 31, 2025 as compared to $463.0 million for the same period in 2024. The decrease is primarily due to the revision in the cost estimate included in the calculation of asset retirement obligations during 2024.
The revolving credit facility bears interest at rates based on Term SOFR ("Term SOFR revolving loans") or the Adjusted Base Rate (“Base Rate revolving loans”), at Lamar Media’s option.
The Term B loans bear interest at rates based on the Adjusted Term SOFR Rate (“Term Benchmark Term B Loans”) or the Adjusted Base Rate (“Base Rate Term B Loans”) at Lamar Media’s option.
Cash flows used in investing activities decreased $145.2 million from $310.1 million in 2023 to $164.9 million in 2024 primarily due to a net decrease in the amount of assets acquired through acquisitions and capital expenditures of $146.6 million, as compared to the same period in 2023.
Cash flows used in investing activities increased $79.7 million from $164.9 million in 2024 to $244.6 million in 2025 primarily due to a net increase in the amount of assets acquired through acquisitions and capital expenditures of $79.7 million, as compared to the same period in 2024.
During the year ended December 31, 2024, the Company did not issue any shares under either of the shelf registration statements. Credit Facilities.
During the years ended December 31, 2025 and 2024, the Company did not issue any shares under the shelf registration statement. Credit Facilities.

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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 changeAssuming that the weighted average interest rate was 200 basis points higher (that is 8.5% rather than 6.5%), then the Company’s 2024 interest expense would have increased by approximately $23.8 million for the year ended December 31, 2024.
Biggest changeAssuming that the weighted average interest rate was 200 basis points higher (that is 7.6% rather than 5.6%), then the Company’s 2025 interest expense would have increased by approximately $21.8 million for the year ended December 31, 2025.
The information below summarizes the Company’s interest rate risk associated with its principal variable rate debt instruments outstanding at December 31, 2024, and should be read in conjunction with Note 9 of the Notes to the Company’s Consolidated Financial Statements. Lamar Media Corp. has variable rate debt outstanding under the senior credit facility and its Accounts Receivable Securitization Program.
The information below summarizes the Company’s interest rate risk associated with its principal variable rate debt instruments outstanding at December 31, 2025, and should be read in conjunction with Note 9 of the Notes to the Company’s Consolidated Financial Statements. Lamar Media Corp. has variable rate debt outstanding under the senior credit facility and its Accounts Receivable Securitization Program.
In the event of an increase in interest rates, the Company may take further actions to mitigate its exposure. The Company cannot guarantee, however, that the actions that it may take to mitigate this risk will be feasible or that, if these actions are taken, that they will be effective. 44 Table of Contents
In the event of an increase in interest rates, the Company may take further actions to mitigate its exposure. The Company cannot guarantee, however, that the actions that it may take to mitigate this risk will be feasible or that, if these actions are taken, that they will be effective. 46 Table of Contents
The aggregate interest expense for 2024 with respect to borrowings under the senior credit facility and the Accounts Receivable Securitization Program was $79.7 million, and the weighted average interest rate applicable to these borrowings during 2024 was 6.5%.
The aggregate interest expense for 2025 with respect to borrowings under the senior credit facility and the Accounts Receivable Securitization Program was $63.0 million, and the weighted average interest rate applicable to these borrowings during 2025 was 5.6%.
At December 31, 2024 there was approximately $1.13 billion of indebtedness outstanding under the senior credit facility and Accounts Receivable Securitization Program, or approximately 35.0% of the Company’s outstanding long-term debt (including current maturities) on that date, bearing interest at variable rates.
At December 31, 2025 there was approximately $948.3 million of indebtedness outstanding under the senior credit facility and Accounts Receivable Securitization Program, or approximately 27.5% of the Company’s outstanding long-term debt (including current maturities) on that date, bearing interest at variable rates.

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