LAMR 10-K & 10-Q changes, risk factors and insider trading

The Company is currently in compliance with all financial covenants. However, if in the future there are economic declines the Company can makegive 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 Lamar Media fails to comply with its financial covenants, Lamar Media could be in default under the senior credit facility and the Accounts Receivable Securitization Program (which could result in an event of default under the indentures governing its outstanding notes). In the event of such a default under the senior credit facility, the lenders under the senior credit facility could accelerate all of the debt outstanding, could elect to institute foreclosure proceedings against Lamar Media’s assets, and the Company could be forced into bankruptcy or liquidation. Any of these events could adversely affect Lamar Media’s business, financial condition and financial results. In the event of such a default under the Accounts Receivable Securitization Program, the lenders under the Accounts Receivable Securitization Program could accelerate all of the debt outstanding, could elect to institute foreclosure proceedings against the assets of the Special Purpose Subsidiaries (as defined herein), and the Special Purpose Subsidiaries could be forced into bankruptcy or liquidation. Any of these events could adversely affect the Company’s business, financial condition and financial results.

We are structured as an “UPREIT,” which stands for “umbrella partnership real estate investment trust.” While limited partners of Lamar Advertising Limited Partnership (the“Lamar “Operating PartnershipLP”) do not generally have any right to participate in or exercise management power over the business and affairs of theLamar Operating Partnership,LP, they do have the right to vote on certain amendments to the partnership agreement of theLamar Operating Partnership,LP, as well as on certain other matters. Persons holding such voting rights may exercise them in a manner that conflicts with the interests of our stockholders.

The partnership agreement of theLamar Operating PartnershipLP provides that, for so long as we own a controlling interest in theLamar Operating Partnership,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. Circumstances may arise in the future when the interests of limited partners in theLamar Operating PartnershipLP may conflict with the interests of our stockholders.

The Company has historically grown through acquisitions. During the year ended December 31, 2024,2025, we completed acquisitions for a total cash purchase price of approximately $45.4$191.1 million. 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.

The Company tested goodwill for impairment on December 31, 2024.2025. Based on the Company’s review at December 31, 2024,2025, 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. 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 isare below the carrying amount. This would require us to test the reporting units for impairment of goodwill. If this presumption cannot be overcome a reporting unit could be impaired under ASC 350 “Goodwill and Other Intangible Assets” and a non-cash charge would be required. Any such charge could have a material adverse effect on the Company’s net earnings.

Of the Company’s 2425 logo sign contracts in place at December 31, 2024,2025, fourseven are subject to renewal or expiration in 2025.2026. The Company may be unable to renew its expiring contracts. The Company may also lose the bidding on new contracts.

We have continued to expand the deployment of digital billboards, which display static digital advertising copy from various advertisers that changechanges every 6 to 8 seconds. We have encountered some existing regulations that restrict or prohibit these types of digital displays but itthey hashave 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.

Governments, shareholders, customers, employees and other stakeholders are increasingly focusing on corporate ESG practices and disclosures, and expectations in this area are rapidly evolving and growing. We may incur costs related to ESG initiatives, including those related to producing enhanced mandatory or voluntary disclosures about our business. 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. 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.

•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

Qualified dividend income payable to U.S. stockholders that are individuals, trusts and estates are generally subject to tax at reduced rates. Dividends payable by REITs, however, generally are not eligible for the reduced qualified dividend rates. For taxable years beginning before January 1, 2026, non-corporateNon-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. Although this deduction reduces the effective tax rate applicable to certain dividends paid by REITs, such tax rate may still be higher than the tax rate applicable to regular corporate qualified dividends. This may cause investors to view REIT investments as less attractive than investments in non-REIT corporations, which in turn may adversely affect the value of the stock of REITs, including our stock.

Complying with REIT requirements may cause Lamar Advertising,Advertising or its subsidiaries (other than TRSs) to forego otherwise attractive opportunities.

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 theLamar Operating PartnershipLP to be classified as a 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 theLamar Operating PartnershipLP 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 theLamar Operating Partnership.LP. If the IRS would assert successfully that theLamar Operating PartnershipLP should be treated as a “publicly traded partnership” and substantially all of theLamar OperatingLP Partnership’s’s gross income did not consist of the specified types of passive income, the Internal Revenue Code would treat theLamar Operating PartnershipLP as an association taxable as a corporation. In such event, the character of our assets and items of gross income would change and would likely prevent us from satisfying the REIT asset and income tests. This, in turn, would likely prevent Lamar Advertising from qualifying as a REIT. In addition, the imposition of a corporate tax on theLamar Operating PartnershipLP would reduce the amount of distributions theLamar Operating PartnershipLP 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 pursuant to the TCJA and the CARES Act.expense.

Historically, the Company has made strategic acquisitions of outdoor advertising assets to increase the number of outdoor advertising displays it operates in existing and new markets. The Company continues to evaluate and pursue strategic acquisition opportunities as they arise. 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. 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.

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.revenues.

Acquisition-adjusted net revenuerevenues adjusts our net revenuerevenues for the prior period by adding to it the net revenuerevenues 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. In calculating acquisition-adjusted revenue, therefore, we include revenue generated by assets that we did not own in the period but acquired in the current period. 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 revenuerevenues”. 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.

Adjusted EBITDA, FFO, AFFO and acquisition-adjusted net revenuerevenues are not intended to replace net income or any other performance measures determined in accordance with GAAP. Neither FFO nor AFFO representrepresents 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. Rather, adjusted EBITDA, FFO, AFFO and acquisition-adjusted net revenuerevenues are presented as we believe each is a useful indicator of our current operating performance. 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 makingdecision-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 revenuerevenues is a supplement to net revenuerevenues 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.

Our measurement of adjusted EBITDA, FFO, AFFO and acquisition-adjusted net revenuerevenues may not, however, be fully comparable to similarly titled measures used by other companies. Reconciliations of adjusted EBITDA, FFO, AFFO and acquisition-adjusted net revenuerevenues to net income, the most directly comparable GAAP measure, have been included herein.

Net revenues increased $96.1$59.1 million or 4.6%2.7% to $2.21$2.27 billion for the year ended December 31, 20242025 from $2.11$2.21 billion for the same period in 2023.2024. This increase was attributable to an increase in billboard net revenues of $78.4 million, an increase in transit net revenues of $16.1$57.7 million and an increase in logo net revenues of $1.7$5.2 million over the prior year.year, offset by a decrease in transit net revenues of $3.7 million.

Net revenues for the year ended December 31, 2024,2025, as compared to acquisition-adjusted net revenues for the comparable period in 2023,2024, increased $89.1$45.6 million, or 4.2%.2.1%. This increase was attributable to an increase of $71.2$47.8 million in billboard net revenues, an increase of $16.2 million in transit net revenues and an increase of $1.7$3.9 million in logo net revenues, offset by a decrease of $2.7 million in transit net revenues. See “Reconciliations” below.

Total operating expenses, exclusive of depreciation and amortization and gain on disposition of assets,assets and investments, increased $70.5$23.6 million, or 6.1%1.9% to $1.22$1.24 billion for the year ended December 31, 20242025 from $1.15$1.22 billion in the same period in 2023.2024. The $70.5$23.6 million increase over the prior year is primarily comprised of an increase in total direct, general and administrative and corporate expenses (excluding stock-based compensation expense) of $48.7$34.2 million primarily related to the operations of our outdoor advertising assets, asoffset wellby asa an increasedecrease in stock-based compensation expense of $21.9$10.6 million.

Depreciation and amortization expense increaseddecreased $169.5$136.6 million to $463.0$326.3 million for the year ended December 31, 20242025 as compared to $293.4$463.0 million for the same period in 2023.2024. The increasedecrease is primarily due to the revision in the cost estimate included in the calculation of asset retirement obligations during 2024.

For the year ended December 31, 2024,2025, the Company recognized a gain on disposition of assets and investments of $6.1$75.9 million as compared to a gain on disposition of assets and investments of $5.5$6.1 million for the same period in 2023.2024. The gain on disposition of assets and investments for the year ended December 31, 20242025 primarily resulted from the sale of the Company’s equity interest in Vistar Media, Inc., as well as transactions related to the sale of billboard locations and displays.

Due to the above factors, operating income decreasedincreased $143.4$242.0 million to $532.0$774.1 million for the year ended December 31, 20242025 compared to $675.4$532.0 million for the same period in 2023.2024.

Interest expense decreased $2.8$11.3 million for the year ended December 31, 20242025 to $171.7$160.4 million as compared to $174.5$171.7 million for the year ended December 31, 2023.2024. The decrease in interest expense is related to thea repaymentdecrease ofin theinterest Termrates A loans outstanding underon the senior credit facility duringand theAccounts yearReceivable endedSecuritization December 31, 2024.Program.

Equity in earnings of investee was $5.1$0.2 million and $3.7$5.1 million for the years ended December 31, 20242025 and 2023,2024, respectively. The decrease of $4.9 million was primarily due to the sale of the Company’s equity interest in Vistar Media, Inc. in February 2025.

The increase in operating income as well as the decrease in operatinginterest income,expense, partially offset by the decrease in interestequity expensein earnings of investee, over the comparable period in 2023,2024, resulted in a $139.1$246.9 million decreaseincrease in net income before income taxes.

Because acquisitions occurring after December 31, 20222023 have contributed to our net revenuerevenues results for the periods presented, we provide 20232024 acquisition-adjusted net revenue,revenues, which adjusts our 20232024 net revenuerevenues for the year ended December 31, 20232024 by adding to or subtracting from it the net revenuerevenues 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, 2024.2025.

Reconciliations of 20232024 reported net revenuerevenues to 20232024 acquisition-adjusted net revenuerevenues for the year ended December 31, 20232024 as well as a comparison of 20232024 acquisition-adjusted net revenuerevenues to 20242025 reported net revenuerevenues for the year ended December 31, 2024,2025, are provided below:

Reconciliation and Comparison of Reported Net RevenueRevenues to Acquisition-Adjusted Net RevenueRevenues

Adjusted EBITDA for the year ended December 31, 20242025 increased 4.8%2.4% to $1.03$1.06 billion. The increase in adjusted EBITDA was primarily attributable to the increase in our gross margin (net revenuerevenues less direct advertising expense,expenses, exclusive of depreciation and amortization and capitalized contract fulfillment costs, net) of $65.0$40.0 million, and was partially offset by an increase in general and administrative and corporate expenses of $17.6$15.2 million, excluding the impact of stock-based compensation expense.

(a1) Logo and transit advertising do not meet the criteria to be reportable segments, and accordingly, are included in Other.

(b2)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.

FFO for the year ended December 31, 20242025 was $798.4$827.3 million as compared to FFO of $767.9$798.4 million for the same period in 2023.2024. AFFO for the year ended December 31, 20242025 increased 7.4%3.4% to $819.0$846.7 million as compared to $762.3$819.0 million for the same period in 2023.2024. The increase in AFFO was primarily attributable to the increase in our gross margin (net revenuerevenues less direct advertising expense,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.

As of December 31, 20242025 and 2023,2024, the Company had a working capital deficit of $353.2$334.3 million and $340.7$353.2 million, respectively. The working capital deficit for the year ended December 31, 20242025 is primarily related to the $249.4$249.6 million outstanding under the Accounts Receivable Securitization Program as well as $218.1$232.5 million in current operating lease liabilities which has a corresponding right of use asset recorded in long term assets. We expect to have enough cash on hand and availability under our revolving credit facility to meet our operating needs for the next twelve months.

Cash Generated by Operations. For the years ended December 31, 20242025 and 20232024 our cash provided by operating activities was $873.6$864.0 million and $783.6$873.6 million, respectively. The increase in cash provided by operating activities for the year ended December 31, 2024 over the same period in 2023 relates to an increase in revenues, offset by an increase in operating expenses (excluding depreciation and amortization). We expect to generate cash flows from operations during 20252026 in excess of our cash needs for operations, capital expenditures and dividends, as described herein. We expect to have sufficient liquidity available under our revolving credit facility to meet our operating needs for the next twelve months.

Accounts Receivable Securitization Program. On June 24, 2022, Lamar Media and the Special Purpose Subsidiaries entered into the Sixth Amendment (the "Sixth Amendment") to the AccountsReceivables ReceivableFinancing Securitization Program, as amended.Agreement. The Sixth Amendment increased the Accounts Receivable Securitization Program from $175.0 million to $250.0 million and extended the maturity date of the Accounts Receivable Securitization Program to July 21, 2025.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 Accounts Receivable Securitization Program was set to mature on July 21, 2025, but was subsequently extended to October 15, 2027 by the Seventh Amendment to the Receivables Financing Agreement dated October 15, 2024; provided, that, if on the date (a “Securitization Springing Maturity Test Date”) that is 91 days prior to the then scheduled maturity date of Lamar Media’s Term Loan B loans (which is currently February 6, 2027), (a) any of the outstanding Term B loans has a scheduled maturity date prior to the date that is 91 days prior to the then scheduled maturity date of Lamar Media’s revolving credit facility (which is currently July 31, 2028) and (b) the Company and its restricted subsidiaries do not have sufficient liquidity (defined as (i) unused commitments under the revolving credit facility plus (ii) unrestricted cash and cash equivalents of the Company and its restricted subsidiaries plus (iii) borrowing availability under the Accounts Receivable Securitization Program) to repay in full the aggregate outstanding amount (including all accrued and unpaid interest, premiums and make-whole amounts (if any)) of the Term Loan B loans, then the Accounts Receivable Securitization Program will mature on such Securitization Springing Maturity Test Date.2024. Lamar Media may amend the facility to further extend the maturity date, enter into a new securitization facility with a different maturity date, or refinance the indebtedness outstanding under the Accounts Receivable Securitization Program using borrowings under its senior credit facility or from other financing sources.

Borrowing capacity under the Accounts Receivable Securitization Program is limited to the availability of eligible accounts receivable collateralizing the borrowings under the agreements governing the Accounts Receivable Securitization Program. In connection with the Accounts Receivable Securitization Program, Lamar Media and certain of its subsidiaries (such subsidiaries, the “Subsidiary Originators”) sell and/or contribute their existing and future accounts receivable and certain related assets to one of two special purpose subsidiaries, Lamar QRS Receivables, LLC (the “QRS SPV”) and Lamar TRS Receivables, LLC (the “TRS SPV” and together with the QRS SPV the “Special Purpose Subsidiaries”), each of which is a wholly-owned subsidiary of Lamar Media. 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. Each of the Special Purpose Subsidiaries has granted the lenders party to the Accounts Receivable Securitization Program a security interest in all of its assets, which consist of the accounts receivable and related assets sold or contributed to them, as described above, in order to secure the obligations of the Special Purpose Subsidiaries under the agreements governing the Accounts Receivable Securitization Program. Pursuant to the Accounts Receivable Securitization Program, Lamar Media has agreed to service the accounts receivable on behalf of the two Special Purpose Subsidiaries for a fee. Lamar Media has also agreed to guarantyguarantee 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. None of Lamar Media, the Subsidiary Originators or the Special Purpose Subsidiaries guarantees the collectability of the receivables under the Accounts Receivable Securitization Program. 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. Accordingly, the assets of the Special Purpose Subsidiaries are not available to pay creditors of Lamar Media or any of its subsidiaries, although collections from receivables in excess of the amounts required to repay the lenders and the other creditors of the Special Purpose Subsidiaries may be remitted to Lamar Media.

As of December 31, 2024,2025, there was $250.0 million of outstanding aggregate borrowings under the Accounts Receivable Securitization Program at a borrowing rate of approximately 5.4%.4.7%. Lamar Media had no additionalnoadditional availability under the Accounts Receivable Securitization Program as of December 31, 2024.2025.

“At-the-Market” Offering Program. On July 24, 2024, the Company entered into an equity distribution agreement, or At-the-Market Offering agreement,agreement (the "2024 Sales Agreement"), with J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Truist Securities, Inc., SMBC Nikko Securities America, Inc. and Scotia Capital (USA) Inc. as our sales agents (each a "Sales Agent", and collectively, the "Sales Agents"), which replaced the prior Sales Agreement with substantially similar terms (the "2021 Sales Agreement"). Under the terms of the 2024 Sales Agreement, the Company may, from time to time, issue and sell shares of its Class A common stock, having an aggregate offering price of up to $400.0 million through the Sales Agents as either agents or principals. Sales of the Class A common stock, if any, may be madeconducted 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 no obligation to sell any of the Class A common stock under the 2024 Sales Agreement and may at any time suspend solicitations and offers under the 2024 Sales Agreement. The Company intends to use the net proceeds, if any, from the sale of the Class A common stock pursuant to the 2024 Sales Agreement for general corporate purposes, which may include the repayment, refinancing, redemption or repurchase of existing indebtedness, working capital, capital expenditures, acquisition of outdoor advertising assets and businesses and other related investments. The Company did not issue any shares under thisthe program2024 Sales Agreement during the twelve monthsyears 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. On June 21, 2021, the Company filed an automatically effective shelf registration statement that allows Lamar Advertising to offer and sell an indeterminate amount of additional shares of its Class A common stock. The shelf registration statement expired on June 21, 2024. 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 replacesreplaced thea previous shelf registration statement. During the yearyears ended December 31, 2025 and 2024, the Company did not issue any shares under either of the shelf registration statements.statement.

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 $600.0$700.0 million senior secured Term B loan facility (the “Term B loans”) which will mature on FebruarySeptember 6,23, 2027,2032, 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. Lamar Media borrowed all $600.0 million in Term B loans on February 6, 2020. The entire amount of the Term B loans will be payable at maturity.

On July 29, 2022, Lamar Media entered into Amendment No. 2 ("Amendment No. 2") to the Fourth Amended and Restated Credit Agreement with certain of Lamar Media's subsidiaries as guarantors, JPMorgan Chase Bank, N.A. as administrative agent and the lenders party thereto. Amendment No. 2 established the Term A loans as a new class of incremental term loans. The Term A loans were set to mature on February 6, 2025 and bore interest based on Term SOFR ("Term SOFR Term A loans") or the Adjusted Base Rate ("Base Rate Term A loans"), at Lamar Media's option. Term SOFR Term A loans bore interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 1.50% (or the Adjusted Term SOFR Rate plus 1.25% at any time the Total Debt Ratio is less than or equal to 3.25 to 1). Base Rate Term A loans bore interest at a rate per annum equal to the Adjusted Base Rate plus 0.50% (or the Adjusted Base Rate plus 0.25% at any time the total debt ratio is less than or equal to 3.25 to 1). The covenants, events of default and other terms of the senior credit facility apply to the Term A loans.2025. Lamar Media borrowed all $350.0 million in Term A loans on July 29, 2022.2022 Proceedsand 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.

On April 26, 2023, Lamar Media entered into Amendment No. 3 ("Amendment No. 3") to the Fourth Amended and Restated Credit Agreement with certain of Lamar Media's subsidiaries as guarantors, JPMorgan Chase Bank N.A. as administrative agent and the lenders party thereto. Amendment No. 3 replaced the London Interbank Offered RatesRate 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.

On July 31, 2023, Lamar Media entered into Amendment No. 4 (the "Amendment No. 4") to the Fourth Amended and Restated Credit Agreement with certain of Lamar Media's subsidiaries as guarantors, JPMorgan Chase Bank, N.A. as administrative agent and the lenders party thereto. 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. On the maturity date of the revolving credit facility, the entire principal amount of revolving loans outstanding under the revolving credit facility, together with all accrued and unpaid interest on such revolving loans, will be due and payable.

As of December 31, 2024,2025, the aggregate balance outstanding under the senior credit facility was $884.0$700.0 million, consisting of $600.0$700.0 million in Term B loans aggregate principal balance and $284.0 million outstandingnooutstanding borrowings under our revolving credit facility. Lamar Media had approximately $457.2$742.2 million of unused capacity under the revolving credit facility.

The indentures relating to Lamar Media’s outstanding notes restrict its ability to incur additional indebtednessindebtedness, 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. Currently, Lamar Media is not in default under the indentures of any of its outstanding notes and, therefore, would be permitted to incur additional indebtedness subject to the foregoing provision.

Restrictions underUnder Senior Credit Facility. Lamar Media is required to comply with certain covenants and restrictions under the senior credit facility. If the Company or Lamar Media fails to comply with these tests, the lenders under the senior credit facility will be entitled to exercise certain remedies, including the termination of the lending commitments and the acceleration of the debt payments under the senior credit facility. AtAs of December 31, 20242025 we were, and currently we areare, in compliance with all such tests under the senior credit facility.

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-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.

Capital Expenditures. Capital expenditures, excluding acquisitions, were approximately $125.3$180.8 million for the year ended December 31, 2024.2025. Our capital expenditures are categorized as growth,growth maintenance,or and othermaintenance as described below.

Acquisitions. During the year ended December 31, 2024,2025, the Company completed 24over 50 acquisitions for a total cash purchase price of approximately $45.4$191.1 million. The acquisitions occurring during the year ended December 31, 20242025 were financed using available cash on hand.hand, borrowings under the revolving credit facility and borrowings under the Accounts Receivable Securitization Program.

Dividends. During the year ended December 31, 2025, the Company declared and paid distributions of $655.9 million, or $6.45 per share of common stock. During the year ended December 31, 2024, the Company declared and paid distributions of $578.8 million, or $5.65 per share of common stock. During the year ended December 31, 2023, the Company declared and paid distributions of $510.3 million, or $5.00 per share of common stock. On February 19, 2025, the Company’s Board of Directors approved a dividend of $1.55 per common share to be paid on March 28, 2025. Subject to the approval of the Company’s Board of Directors, the Company expects aggregate quarterly distributions to stockholders in 20252026 will be at least $6.20$6.40 per common share (excluding any distributions related to the sale of Vistar Media, Inc.), including the dividend payable on March 28, 2025.share.

Stock and Debt Repurchasing Program. OnPrior Marchto 16,May 2020,15, 2025, the Company’s Board of Directors had authorized the repurchase of up to $250.0 million of the Company'sCompany’s Class A common stock. 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 theits senior credit facility.agreement. On September 24, 2024, the Board of Directors authorized the extension of theThe repurchase programprograms are currently authorized through March 31, 2026. ThereOn wereMay no15, repurchases2025, the Company's Board of Directors approved the increase of the amount authorized under the programStock asRepurchase ofProgram Decemberby 31,$150.0 2024.million, bringing the total amount authorized under the Program to $400.0 million. The Company'sCompany’s management may opt not to make any repurchases under the program, or may make aggregate purchases less than the total amount authorized. 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 $150.0 million.

Debt and Contractual Obligations. 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:

(2)Interest rates on our variable rate instruments assume rates at the December 202431, 2025 levels. See Item 7A, "Quantitative and Qualitative Disclosures About Market Risk" for further discussion on interest rate risk.

Required Annual Distributions. As a REIT, the Company must annually distribute to its stockholders an amount equal to at least 90% of its REIT taxable income (determined before the deduction for distributed earnings and excluding any net capital gain). On February 19, 2025, the Company’s Board of Directors approved a dividend of $1.55 per common share to be paid on March 28, 2025. Our Board of Directors will continue to evaluate future dividends in order to continue to satisfy the requirements needed to maintain our REIT status.

The Company’s cash flows provided by operating activities increaseddecreased $90.0$9.6 million from $783.6$873.6 million in 20232024 to $873.6$864.0 million for the year ended December 31, 2024,2025, primarily resulting from ana increasedecrease in revenuesthe ofchange approximatelyin $96.1operating million.assets and liabilities in 2025 as compared to 2024.

Cash flows used in investing activities decreasedincreased $145.2$79.7 million from $310.1 million in 2023 to $164.9 million in 2024 to $244.6 million in 2025 primarily due to a net decreaseincrease in the amount of assets acquired through acquisitions and capital expenditures of $146.6$79.7 million, as compared to the same period in 2023.2024.

The Company’s cash flows used in financing activities were $703.4$604.3 million for the year ended December 31, 20242025 as compared to $481.6$703.4 million in 2023.2024. This increasedecrease in cash used in financing activities of $221.8$99.1 million for the year ended December 31, 20242025 is primarily due to the repaymentproceeds received in the issuance of the Term5 A3/8% loansSenior outstandingNotes and net borrowings on the seniorTerm creditB facilityloan, asoffset well asby an increase in cash paid for dividends/distributions duringand thedistributions, year,cash offsetused byfor additionalstock borrowingsrepurchases, and payments on the revolving credit facility.

Acquisitions. The Company accounts for transactions that meet the definition of a business combination and asset group asset purchases as acquisitions. For transactions that meet the definition of a business combination, the Company allocates the purchase price, including any contingent consideration, to the assets acquired and the liabilities assumed at their estimated fair values as of the date of the acquisition with any excess of the purchase price paid over the estimated fair value of net assets acquired recorded as goodwill. For transactions that meet the definition of a business, the determination of the final purchase price and the acquisition-date fair value of identifiable assets acquired and liabilities assumed may extend over more than one period and result in adjustments to the preliminary estimate recognized in the prior period financial statements. For transactions that meet the definition of asset group purchases, the Company allocates the purchase price to the assets acquired and the liabilities assumed at their estimated relative fair values as of the date of the acquisition. If a transaction is determined to be a group of assets, any direct acquisition costs are capitalized. Transaction costs for transactions determined to be a business combination are expensed as incurred.

Lease Liabilities and Right of Use Assets. 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$1.49 billion and $1.36$1.50 billion as of December 31, 2024,2025, respectively. The balancebalances isare 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. Our leases generally do not include a readily determinable implicit rate, therefore, using a portfolio approach, we determine our collateralized incremental borrowing rate to discount the lease payments based on the information available at lease commencement. Our lease terms include the noncancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor. The Company has determined we are not reasonably certain to exercise renewals or termination options, and as a result we use the lease’s initial stated term as the lease term for our lease population.

Net revenues increased $96.1$59.1 million or 4.6%2.7% to $2.21$2.27 billion for the year ended December 31, 20242025 from $2.11$2.21 billion for the same period in 2023.2024. This increase was attributable to an increase in billboard net revenues of $78.4 million, an increase in transit net revenues of $16.1$57.7 million and an increase in logo net revenues of $1.7$5.2 million over the prior year.year, offset by a decrease in transit net revenues of $3.7 million.

Our operations and financial results are subject to various risks and uncertainties, including those described in Part I, Item 1A, “Risk Factors” in our combined Annual Report on Form 10-K for the year ended December 31, 2025, which could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our Class A common stock. Except for the updated risk factor included below, thereThere have been no material changes to our risk factors since our combined Annual Report on Form 10-K for the year ended December 31, 2025.

The following is a discussion of the consolidated financial condition and results of operations of the Company for the three and six months ended MarchJune 31,30, 2026 and 2025. This discussion should be read in conjunction with the condensed consolidated financial statements of the Company and the related notes thereto.

The Company’s net revenues are derived primarily from the rental of advertising space on outdoor advertising displays owned and operated by the Company. We manage our business through three operating segments – billboard, logo and transit advertising. Revenue growth is based on many factors that include the Company’s ability to increase occupancy of its existing advertising displays; raise advertising rates; and acquire new advertising displaysdisplays. and itsIts operating results are therefore affected by general economic conditions, as well as trends in the advertising industry. Advertising spending is particularly sensitive to changes in general economic conditions, which affect the rates the Company is able to charge for advertising on its displays and its ability to maximize advertising sales or occupancy on its displays.

During the threesix months ended MarchJune 31,30, 2026, the Company completed multiple acquisitions for a total cash purchase price of approximately $58.6$101.9 million. See Uses of Cash – Acquisitions for more information. The Company’s business requires expenditures for maintenance and capitalized costs associated with the construction of new billboard displays, the entrance into and renewal of logo sign and transit contracts, and the purchase of real estate and operating equipment. The following table presents a breakdown of capitalized expenditures for the three and six months ended MarchJune 31,30, 2026 and 2025:

ThreeSix months ended MarchJune 31,30, 2026 compared to threesix months ended MarchJune 31,30, 2025

Net revenues increased $22.6$60.0 million, or 4.5%,5.5%, to $528.0$1.14 millionbillion for the threesix months ended MarchJune 31,30, 2026 from $505.4$1.08 millionbillion for the same period in 2025. This increase was primarily attributable to an increase in billboard net revenues of $23.7$63.7 million and an increase in logo net revenues of $1.4$1.6 million, offset by a decrease in transit net revenues of $2.5$5.3 million over the same period in 2025.

For the threesix months ended MarchJune 31,30, 2026, there was a $19.8$55.5 million increase in net revenues as compared to acquisition-adjusted net revenues for the threesix months ended MarchJune 31,30, 2025, which represents an increase of 3.9%.5.1%. See "Reconciliations" below. The $19.8$55.5 million increase in revenuenet revenues is primarily due to an increase of $15.2$46.3 million in billboard net revenues, an increase of $1.4$1.8 million in logo net revenues, and an increase in transit net revenues of $3.2$7.4 million over the same period in 2025.

Total operating expenses, exclusive of depreciation and amortization and gain on disposition of assets and investments, increased $6.4$25.8 million, or 2.1%,4.2%, to $312.6$639.6 million for the threesix months ended MarchJune 31,30, 2026 from $306.2$613.9 million for the same period in 2025. The $6.4$25.8 million increase over the prior year is comprised of aan $5.8$18.2 million increase in total direct, general and administrative and corporate expenses (excluding stock-based compensation) primarily related to the operations of our outdoor advertising assets, as well as a $0.6$7.5 million increase in stock-based compensation.

Depreciation and amortization expense increased $4.1$10.5 million to $81.9$166.4 million for the threesix months ended MarchJune 31,30, 2026 as compared to $77.8$155.9 million for the same period in 2025, primarily related to acquisitions and capital expenditures completed in the last twelve months.

For the threesix months ended MarchJune 31,30, 2026, the Company recognized a gain on disposition of assets and investments of $12.6$15.3 million as compared to $69.8$74.0 million for the same period in 2025. The $57.2$58.7 million decrease is primarily related to the gain associated with the sale of Lamar's equity interest in Vistar Media, Inc. during the threesix months ended MarchJune 31,30, 2025.

Due to the above factors, operating income decreased by $45.2$34.9 million to $146.1$354.0 million for the threesix months ended MarchJune 31,30, 2026 as compared to $191.2$388.9 million for the same period in 2025.

Interest expense increased $2.2$2.6 million for the threesix months ended MarchJune 31,30, 2026 to $40.5$81.6 million as compared to $38.3$79.0 million for the threesix months ended MarchJune 31,30, 2025. The increase was primarily due to the institutional private placement of the 5 3/8% Senior Notes in September 2025, offset by a decrease in interest rates on the senior credit facility and Accounts Receivable Securitization Program.

The decrease in operating income, as well as the increase in interest expense, resulted in a $47.9$37.9 million decrease in income before income tax expense.expense for the six months ended June 30, 2026 as compared to the same period in 2025. The effective tax rate for the threesix months ended MarchJune 31,30, 2026 was 3.8%,2.5%, which differs from the federal statutory rate primarily due to our qualification for taxation as a REIT and adjustments for foreign items.

As a result of the above factors, the Company recognized net income for the threesix months ended MarchJune 31,30, 2026 of $101.8$266.5 million, as compared to net income of $139.2$294.2 million for the same period in 2025.

Because acquisitions occurring after December 31, 2024 have contributed to our net revenues results for the periods presented, we provide 2025 acquisition-adjusted net revenues, which adjusts our 2025 net revenues for the threesix months ended MarchJune 31,30, 2025 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 threesix months ended MarchJune 31,30, 2026.

Reconciliations of 2025 reported net revenues to 2025 acquisition-adjusted net revenues for the threesix months ended MarchJune 31,30, as well as a comparison of 2025 acquisition-adjusted net revenues to 2026 reported net revenues for the threesix months ended MarchJune 31,30, are provided below:

Adjusted EBITDA for the threesix months ended MarchJune 31,30, 2026 increased 7.7%8.4% to $226.3$529.7 million. The increase in adjusted EBITDA was primarily attributable to an increase in our gross margin (net revenues less direct advertising expenses, exclusive of depreciation and amortization and capitalized contract fulfillment costs, net) of $19.9$49.9 million, offset by an increase in total general and administrative and corporate expenses of $2.5$7.5 million, excluding the impact of stock-based compensation expense.

Adjusted EBITDA for the threesix months ended MarchJune 31,30, 2026 increased 7.7%8.4% to $226.3$529.7 million. The increase in adjusted EBITDA was primarily attributable to the increase in our billboard advertising adjusted EBITDA of $13.1$37.7 million and an increase in other adjusted EBITDA of $3.2$4.4 million, offset by an increase in corporate expenses of $0.2$1.0 million, excluding the impact of stock-based compensation expense.

FFO forFor the threesix months ended MarchJune 31,30, 20262026, increasedFFO fromwas $156.1$404.6 million inas 2025compared to $167.8$381.5 million for the same period in 2026,2025, an increase of 7.5%.6.0%. AFFO for the threesix months ended MarchJune 31,30, 2026 increased 8.0%9.2% to $177.5$425.5 million as compared to $164.3$389.6 million for the same period in 2025. The increase in AFFO was primarily attributable to an increase in our gross margin (net revenues less direct advertising expenses, exclusive of depreciation and amortization and capitalized contract fulfillment costs, net) of $19.9$49.9 million, offset by an increase in interest expense of $2.2$2.6 million and an increase in total general and administrative and corporate expenses of $2.5$7.5 million for the threesix months ended MarchJune 31,30, 2026.

Total Liquidity. As of MarchJune 31,30, 2026 we had $701.5$720.2 million of total liquidity, which is comprised of $39.3$68.0 million in cash and cash equivalents and $662.2$652.2 million of availability under the revolving portion of Lamar Media’s senior credit facility. We expect our total liquidity to be adequate for the Company to meet its operational requirements for the next twelve months. We are currently in compliance with the maintenance covenant included in the senior credit facility and we would remain in compliance after accounting for borrowing the full amount available to us under the revolving portion of the senior credit facility.

As of MarchJune 31,30, 2026 and December 31, 2025, the Company had a working capital deficit of $308.6$293.4 million and $334.3 million, respectively. The decrease in working capital deficit of $25.7$40.9 million is primarily due to aan decreaseincrease in currentour operatingreceivables leasebalance liabilities.as of June 30, 2026.

Cash Generated by Operations. For the threesix months ended MarchJune 31,30, 2026 and 2025, our cash provided by operating activities was $147.4$399.8 million and $127.7$357.2 million, respectively. 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. We believe we have sufficient liquidity available under our revolving credit facility to meet our operating cash needs for the next twelve months.

As of MarchJune 31,30, 2026, there was $242.1$250.0 million in outstanding aggregate borrowings under the Accounts Receivable Securitization Program. Lamar Media had no additional availability under the Accounts Receivable Securitization Program as of MarchJune 31,30, 2026.

“At-the-Market” Offering Program. On July 24, 2024, the Company entered into an equity distribution agreement, or At-the-Market Offering Agreement, (the "2024 Sales Agreement"), with J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Truist Securities, Inc., SMBC Nikko Securities America, Inc. and Scotia Capital (USA) Inc. as our sales agents (each a "Sales Agent", and collectively, the "Sales Agents"), which replaced the prior Sales Agreement with substantially similar terms. Under the terms of the 2024 Sales Agreement, the Company may, from time to time, issue and sell shares of its Class A common stock, having an aggregate offering price of up to $400.0 million through the Sales Agents as either agents or principals. 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 no obligation to sell any of the Class A common stock under the 2024 Sales Agreement and may at any time suspend solicitations and offers under the 2024 Sales Agreement. The Company intends to use the net proceeds, if any, from the sale of the Class A common stock pursuant to the 2024 Sales Agreement for general corporate purposes, which may include the repayment, refinancing, redemption or repurchase of existing indebtedness, working capital, capital expenditures, acquisition of outdoor advertising assets and businesses and other related investments. The Company did not issue any shares under the 2024 Sales Agreement or the prior sales agreement during the year ended December 31, 2025 and the threesix months ended MarchJune 31,30, 2026.

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 replaces the previous shelf registration statement.stock. As of MarchJune 31,30, 2026, the Company has not issued any shares under the shelf registration statement.

On April 26, 2023, Lamar Media entered into Amendment No. 3 ("Amendment No. 3") to the Fourth Amended and Restated Credit Agreement with certain of Lamar Media's subsidiaries as guarantors, JPMorgan Chase Bank N.A. as administrative agent and the lenders party thereto. 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 forth in the Fourth Amended and Restated Credit Agreement. All other material terms and conditions of the Fourth Amended and Restated Credit Agreement were unchanged by Amendment No. 3.

As of MarchJune 31,30, 2026, the aggregate balance outstanding under the senior credit facility was $780.0$790.0 million, consisting of $700.0 million in Term B loans aggregate principal balance and $80.0$90.0 million in outstanding borrowings under our revolving credit facility. Lamar Media had approximately $662.2$652.2 million of unused capacity under the revolving credit facility.

Restrictions Under Senior Credit Facility. Lamar Media is required to comply with certain covenants and restrictions under the senior credit facility. If the Company or Lamar Media fails to comply with these tests, the lenders under the senior credit facility will be entitled to exercise certain remedies, including the termination of the lending commitments and the acceleration of the debt payments under the senior credit facility. As of MarchJune 31,30, 2026, we were, and currently we are, in compliance with all such tests under the senior credit facility.

Capital Expenditures. Capital expenditures, excluding acquisitions, were approximately $33.1$75.9 million for the threesix months ended MarchJune 31,30, 2026. We anticipate our 2026 total capital expenditures will be approximately $186.0 million.

Acquisitions. During the threesix months ended MarchJune 31,30, 2026, the Company completed acquisitions for an aggregate cash purchase price of approximately $58.6$101.9 million, which were financed using available cash on hand and borrowings on the senior credit facility.

Dividends. On February 26, 2026, the Company's Board of Directors declared a quarterly cash dividend of $1.60 per common share of the Company, paid on March 31, 2026 to its stockholders of record of its Class A common stock, Class B common stock, and holders of common/LTIP units of Lamar LP, on March 16, 2026. On May 14, 2026, the Company's Board of Directors declared a quarterly cash dividend of $1.60 per common share of the Company, paid on June 30, 2026 to its stockholders of record of its Class A common stock, Class B common stock, and holders of common/LTIP units of Lamar LP, on June 16, 2026. Subject to approval of the Company's Board of Directors, the Company expects aggregate quarterly distributions to stockholders in 2026 will be at least $6.40$6.50 per share of common stock, including the dividends paid on March 31, 2026 and June 30, 2026.

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. 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. On May 15, 2025, the Company's Board of Directors approved the increase of the amount authorized under the Stock Repurchase Program by $150.0 million, bringing the total amount authorized under the Program to $400.0 million. On February 26, 2026, the Board of Directors authorized the extension of the Stock Repurchase Program through September 30, 2027. 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. 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 $150.0 million.Theremillion. There were no repurchases made during the threesix months ended MarchJune 31,30, 2026.

Our expected material cash requirements for the twelve months following MarchJune 31,30, 2026 and thereafter are comprised of contractual obligations, required annual distributions and other opportunistic expenditures.

Debt and Contractual Obligations. The following table summarizes our future debt maturities, interest payment obligations, and contractual obligations including required payments under operating and financing leases as of MarchJune 31,30, 2026:

(2)Interest rates on our variable rate instruments assume rates at the MarchJune 31,30, 2026 levels.

Required Annual Distributions. As a REIT, the Company must annually distribute to its stockholders an amount equal to at least 90% of its REIT taxable income (determined before the deduction for distributed earnings and excluding any net capital gain). On February 26, 2026, the Company's Board of Directors declared a quarterly cash dividend of $1.60 per common share of the Company, paid on March 31, 2026 to its stockholders of record of its Class A common stock, Class B common stock, and holders of common/LTIP units of Lamar LP, on March 16, 2026. On May 14, 2026, the Company's Board of Directors declared a quarterly cash dividend of $1.60 per common share of the Company, paid on June 30, 2026 to its stockholders of record of its Class A common stock, Class B common stock, and holders of common/LTIP units of Lamar LP, on June 16, 2026. Subject to approval of the Company's Board of Directors, the Company expects aggregate quarterly distributions to stockholders in 2026 will be at least $6.40$6.50 per share of common stock, including the dividends paid on March 31, 2026 and June 30, 2026.

The Company's cash flows provided by operating activities increased $19.6$42.6 million from $127.7$357.2 million for the threesix months ended MarchJune 31,30, 2025 to $147.4$399.8 million for the threesix months ended MarchJune 31,30, 2026.

Cash flows used in investing activities increased $128.8 million from $33.8 million for threethe six months ended MarchJune 31,30, 2026 were $79.4 million as compared2025 to cash$162.5 flows provided by investing activitiesmillion for the threesix months ended MarchJune 31,30, 2025 of $65.4 million.2026. This change was primarily due to increases in acquisitions and capital expenditures during 2026, offset by the net change in proceeds received from the sale of the Company's equity investment in Vistar Media, Inc. of $115.9 million during 2025 as compared to $8.0 million received during 2026.