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

We derive our revenues from providing advertising space to customers on out-of-home advertising structures and sites. A decline in the economic prospects of advertisers, the economy in general or the economy of any individual geographic market or industry, particularly a market or industry in which we conduct substantial business and derive a significant portion of our revenues, such as the New York and Los Angeles metropolitan areas, and the entertainment, retail and healthlegal services/medicallawyers industries, could alter current or prospective advertisers’ spending priorities. See “Item 1. Business—Our Portfolio of Outdoor Advertising Structures and Sites.” In addition, disasters, acts of terrorism, disease outbreaks and pandemics (such as the COVID-19 pandemic and related restrictions), hostilities, wars, political uncertainty,uncertainty (such as government shutdowns), changes in governmental fiscal and trade policies (such as tariffs), industry shutdowns or slowdowns (including due to labor strikes), extraordinary weather events (such as hurricanes and wildfires), power outages, technological changes and shifts in market demographics and transportation patterns (including reductions in foot traffic, roadway traffic, commuting, transit ridership and overall target audiences due to remote work, safety concerns or otherwise) caused by the foregoing or otherwise, couldmay (i) interrupt our ability to build, deploy, and/or display advertising on, advertising structures and sites,sites; (ii) delay our ability to develop and enhance our products and services; (iii) reduce or curtail our customers’ advertising expenditures and overall demand for our services; (iv) increase the volatility of our customers’ advertising expenditure patterns from period-to-period through short-notice purchases, purchase deferrals, purchase cancellations or otherwise; (v) extend delays in the collection of certain earned advertising revenues from our customers; (vi) limit our access to the capital markets and the leveraged finance markets on reasonable pricing or other terms or at all; and (vii) cause us to fail to satisfy our contractual obligations and/or leadneed to aseek reductionrelief infrom economicour certaintycontractual andobligations advertisingthat expenditures.we Anymay reductionbe inunable advertisingto expendituresreceive from our counterparties, any of which could adverselyhave affecta material adverse effect on our business, financial condition orand results of operations. Further, advertising expenditure patterns may be impacted by any of these factors; for example, advertisers’ expenditures may be made with less advance notice and may become difficult to forecast from period to period. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

We also compete with other media, including online, mobile and social media advertising platforms and traditional advertising platforms (such as television, radio, print and direct mail marketers). In addition, we compete with a wide variety of out-of-home media, including advertising in shopping centers, airports, movie theaters, supermarkets and taxis. Advertisers compare relative costs of available media, including the average cost per thousand impressions or “CPM,” particularly when delivering a message to customers with distinct demographic characteristics. In competing with other media, the outdoor advertising industry relies on its relative cost efficiency and its ability to reach specific markets, geographic areas and/or demographics. If we are unable to compete on these terms, we could lose potential customers and could be pressured to reduce rates below those we currently charge to retain customers, which could have an adverse effect on our business, financial condition and results of operations.

The outdoor advertising industry is subject to governmental regulation and enforcement at the federal, state and local levels in the U.S. These regulations have a significant impact on the outdoor advertising industry and our business. See “Part I, Item 1. Business—Regulation.” If there are changes in laws and regulations affecting outdoor advertising at any level of government (including by modification, replacement or invalidation in response to third party legal challenges, competitor lobbying efforts or otherwise), if there are changes or inconsistencies in the enforcement of regulations or if there are allegations of noncompliance with laws or regulations that we are unable to resolve, our structures and sites could be subject to removal or modification and/or prevailing competitive conditions in our markets could be affected in a variety of ways, which could have an adverse effect on our business, financial condition and results of operations. Further, if we are unable to obtain acceptable arrangements or compensation in circumstances in which our structures and sites are subject to removal or modification, it could have an adverse effect on our business, financial condition and results of operations. In addition, governmental regulation and enforcement of advertising displays, especially digital advertising displays, may limit our ability to install new advertising displays, restrict advertising displays to governmentally controlled sites or permit the installation of advertising displays in a manner that could benefit our competitors disproportionately, any of which could have an adverse effect on our business, financial condition and results of operations. Further, as digital advertising displays are introduced into the market on a large scale, new or revised regulations could impose specific restrictions on the installation or use of digital advertising displays.

The success of the digital display platform we provide to our customers and partners (including the MTA) through deployment and maintenance of digital advertising displays, enhancements to our digital advertising displays, and the use and development of programmatic andprogrammatic, direct sale and other advertising platform technologies,technologies (including artificial intelligence-assisted tools), and the realization of any anticipated benefits, will depend, in part, on our ability to executedeliver and demonstrate the value-added capabilities of our digital display platform to our customers and partners, and our ability to deliver these products in a timely manner and in satisfaction of our contractual obligations. If we fail to satisfy our contractual obligations and any such failures cannot be resolved, and/or the digital display platform that we provide to our customers and partners do not meet their expectations or are found to be defective, or if we are unable to realize the anticipated benefits of these products due to reduced market demand for these products or digital advertising generally (including as a result of reducedtechnological transitchanges, ridershipcompetition, dueshifts toin remotemarket work,demographics safetyand concernstransportation patterns or otherwise), then we may incur financial liability, which could have an adverse effect on our business, financial condition and results of operation.

Further, we rely on third parties to manufacture, transport and install digital displays, and provide programmaticand andsupport programmatic, direct sale and other advertising platform technologies (including artificial intelligence-assisted tools) for our digital display inventory, and if we are not able to engage third parties on reasonable pricing or other terms due to insufficient capacity or plant closures of a particular manufacturer, market-wide supply shortages, labor shortages, logistics disruptions, software issues, inflationary price increases, trade policy changes (such as tariffs) or otherwise, or if the third parties that we do engage fail to meet their obligations to us, whether due to external events beyond anyone’s control or otherwise, we may be unable to operate our digital display platform in an effective manner or at all, and may fail to satisfy our contractual obligations, which could have an adverse effect on our business, financial condition and results of operations.

Further, we face the risk of claims that we have infringed third parties’ intellectual property rights with respect to our digital display platform, digital displays and/or any other new products or services we develop, which could be expensive and time consuming to defend, could require us to alter our digital display platform, digital displays and/or any new products,products or services, prevent us from selling advertising on and/or using our digital display platform, digital displays and/or any new products,products or services, and/or could require us to pay license, royalty or other fees to third parties in order to continue using our digital display platform, digital displays and/or any new products.products or services.

We frequently evaluate strategic opportunities both within and outside our existing lines of business. We expect from time to time to pursue additional acquisitions of businesses and/or assets and other strategic transactions, including technology investmentsinvestments, and/or the disposition of certain businesses and/or assets. These acquisitions or transactions could be material, and involve numerous risks, including:

•integrating acquired businesses and/or assets or entering into other strategic transactions may be more difficult, costly or time consuming than expected and the anticipated benefits and costs savings of such acquisitions or transactions may not be fully realized, for example:

◦we may need to recruit additional senior management,management asand other employees, and we cannot be assured that senior management of acquired businesses and/or assets will continue to work for us, and we cannot be certain that our recruiting efforts will succeed;

◦we may encounter difficulties expanding corporate infrastructure to facilitate the integration of our operations and systems with those of acquired businesses and/or assets,assets or strategic partners, which may cause us to lose the benefits of any expansion; and/or ◦we may lose billboard leases, franchises or advertisers in connection with such acquisitions or transactions, which could disrupt our ongoing businesses;

•we may not be aware of all of the risks associated with any acquired businesses and/or assets or other strategic transactions and certain of our assumptions with respect to these acquiredacquisitions businesses and/or assetstransactions may prove to be inaccurate, which could result in unexpected litigation or regulatory exposure, unfavorable accounting treatment, unexpected increases in taxes due, a loss of anticipated tax benefits or other adverse effects on our business, operating results or financial condition;

•we may face increased competition for potential acquisitions ofor businessesstrategic and assetstransactions from other advertising companies, some of which may have greater financial resources than we do, which may result in higher prices for those businesses and assets;

Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on environmental, social and governance considerations relating to businesses, including climate change and greenhouse gas emissions, human capital and diversity, equity and inclusion.diversity. We make statements about our environmental, social and governance goals and initiatives through information provided on our website, press statements and other communications, including our proxy statement. Responding to these environmental, social and governance considerations and implementation of these goals and initiatives involves risks and uncertainties and requires ongoing investments. The success of our goals and initiatives may be impacted by factors that are outside our control. In addition, some stakeholders may disagree with our goals and initiatives and the focus and views of stakeholders may change and evolve over time and vary by the jurisdictions in which we operate. Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or local environmental, social and governance laws and regulations, or meet evolving and varied stakeholder expectations and views could have an adverse effect on our business, financial condition, results of operations and stock price.

As of December 31, 2024,2025, we had total indebtedness of approximately $2.5$2.6 billion (consisting of the Term Loan, the NotesLoan and the AR FacilityNotes with outstanding aggregate principal balances of $400.0$500.0 million,million and $2.1 billion and $10.0 million,billion, respectively), undrawn commitments under the Revolving Credit Facility of $500.0 million, excluding $5.5$5.1 million of letters of credit issued against the Revolving Credit Facility, and $140.0$150.0 million borrowing capacity remaining under the AR Facility. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

Borrowings under the Senior Credit Facilities and the AR Facility are at variable rates of interest and expose us to interest rate risk. If interest rates increase, as we have experienced historically, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed remains the same, and our net income and cash flows will correspondingly decrease. At our level of indebtedness, as of December 31, 2024,2025, a 1/4% change in interest rates on our variable rate Term Loan would have resulted in a $1.0$1.3 million change in annual estimated interest expense. At our level of indebtedness, as of December 31, 2024, the impact of a 1/4% change in interest rates on our AR Facility would be immaterial. Our aggregate annual estimated interest expense will increase if we make any borrowings under our Revolving Credit Facility. We have, and may in the future, enter into interest rate swaps that involve the exchange of floating for fixed rate interest payments in order to reduce future interest rate volatility. However, we may not elect to maintain such interest rate swaps with respect to any of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk.

Distributions that we may make will be authorized and determined by our board of directors in its sole discretion (subject to the terms governing the Series A Preferred Stock) out of funds legally available. The availability, amount, timing and frequency of distributions will be at the sole discretion of our board of directors (subject to the terms governing the Series A Preferred Stock),directors, and will be declared based upon various factors, including, but not limited to: our results of operations, our financial condition and our operating cash inflows and outflows, including capital expenditures and acquisitions; future taxable income; our REIT distribution requirements (which may be satisfied by making distributions to our common stockholders, our preferred stockholdersstockholders, (includingif holders of Series A Preferred Stock)any, or a combination of our stockholders); distribution requirements under the terms of the Series A Preferred Stock; limitations contained in our debt instruments (such as restrictions on distributions in excess of the minimum amount required to maintain our status as a REIT and on the ability of our subsidiaries to distribute cash to the Company); debt service requirements; limitations on our ability to use cash generated in the TRSs to fund distributions; and applicable law. We may need to increase our borrowings in order to fund our intended distributions. See “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Dividend Policy,” “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “—Risks Related to Our Corporate and REIT Structure—Our board of directors has the power to cause us to issue additional shares of stock without common stockholder approval,” and “—Despite our substantial indebtedness level, we and our subsidiaries may be able to incur substantially more indebtedness, including secured indebtedness. This could further exacerbate the risks to our financial condition described above.”

To maintain REIT status, we must meet a number of organizational and operational requirements, including a requirement that we annually distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the dividends-paid deduction and excluding any net capital gains. This distribution requirement may be satisfied by making distributions to our common stockholders, our preferred stockholdersstockholders, (includingif holders of Series A Preferred Stock)any, or a combination of our stockholders. To the extent that we satisfy this distribution requirement and qualify for taxation as a REIT but distribute less than 100% of our REIT taxable income, determined without regard to the dividends-paid deduction and including any net capital gains, we will be subject to federal, state and local income taxes on our undistributed net taxable income. In addition, we will be subject to a nondeductible 4% excise tax if the amount that we actually distribute to our stockholders in a calendar year is less than a minimum amount specified under U.S. federal tax laws.

To remain qualified to be taxed as a REIT for federal, state and local income tax purposes, we must ensure that, at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and “real estate assets” (as defined in the Code), including certain mortgage loans and securities. The remainder of our investments (other than government securities, qualified real estate assets and securities issued by a TRS) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our total assets (other than government securities, qualified real estate assets and securities issued by a TRS) can consist of the securities of any one issuer, and no more than 20% of the value of our total assets can be represented by securities of one or more TRSs.TRSs for the taxable year ending December 31, 2025, and may not represent more than 25% of the value of a REIT’s total assets for the taxable year ending December 31, 2026, and subsequent years. If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be required to liquidate or forgo otherwise attractive investments or business opportunities. These actions could have the effect of reducing our income and amounts available for distribution to holders of our common stock.

The net income of our TRSs is not required to be distributed to us, and income that is not distributed to us generally will not be subject to the REIT income distribution requirement. However, there may be limitations on our ability to accumulate earnings in our TRSs and the accumulation or reinvestment of significant earnings in our TRSs could result in adverse tax treatment. In particular, if the accumulation of cash in our TRSs causes the fair market value of our securities in our TRSs and certain other non-qualifying assets to exceed 20% of the fair market value of our assets,assets for the taxable year ending December 31, 2025, and to exceed 25% of the fair market value of our assets for the taxable year ending December 31, 2026, and subsequent years, we would fail to remain qualified to be taxed as a REIT for federal, state and local income tax purposes.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our historical consolidated financial statements and the notes thereto in “Item 8. Financial Statements and Supplementary Data.” This MD&A contains forward-looking statements that involve numerous risks and uncertainties. The forward-looking statements are subject to a number of important factors, including, but not limited to, those factors discussed in “Item 1A. Risk Factors” and the “Cautionary Statement Regarding Forward-Looking Statements” section of this Annual Report on Form 10-K, that could cause our actual results to differ materially from the results described herein or implied by such forward-looking statements. Management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2024, as compared to the year ended December 31, 2023, is included in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC“) on February 28, 2025.

OUTFRONT Media is a real estate investment trust (“REIT”), whichthat provides advertising space (“displays”) on out-of-home advertising structures and sites in the United States (the “U.S.”), .enabling advertisers to engage with audiences in high-impact in-real-life (“IRL”) moments and environments. We currently manage our operations through two reportable operating segments—(1) Billboard and (2) Transit. Prior to its sale,sale in 2024, our Canadian operations comprised our International operating segment, which did not meet the criteria to be a reportable segment and accordingly, was included in Other. Historical operating results of our Canadian operations are included in Other (see Item 8., Note 19.20. Segment Information to the Consolidated Financial Statements) through the date of sale.

On June 7, 2024, we sold all of our equity interests in Outdoor Systems Americas ULC and its subsidiaries (the “Transaction”), which holdheld all of the assets of the Company’s outdoor advertising business in Canada (the “Canadian Business”). In connection with the Transaction, the Company received C$410.0 million in cash, subject to certain purchase price adjustments (seeSee Item 8.8., Note 13.14. Acquisitions and Dispositions: Dispositions: Canadian Business to the Consolidated Financial Statements).

We are one of the largest providers of advertising space on out-of-home advertising structures and sites across the U.S. Our inventory consists of billboard displays, which aredisplays primarily located on the most heavily traveled highways and roadways in top Nielsen Designated Market Areas (“DMAs”), and transit advertising displays operated under exclusive multi-year contracts with municipalities in large cities across the U.S. In total, we have displays in allapproximately of120 markets across the U.S., including the 25 largest markets in the U.S. and approximately 120 markets in the U.S. Our top market, high profile location focusedlocation-focused portfolio includes sites in and around bothNew GrandYork CentralCity, StationLos Angeles and TimesSan SquareFrancisco, inwhere Newpublic York,spaces variouscan locationsturn alonginto Sunsetplatforms Boulevardfor increativity, Los Angeles,connection and thecultural Bay Bridge in San Francisco.relevance. The breadth and depth of our portfolio provides our customers with a range of options to address their marketing objectives,objectives fromby national,elevating brand influence and credibility through enterprise or commercial brand-building campaigns to hyper-local campaigns that drive customers to the advertiser’s website or retail location “one mile down the road.”campaigns.

In addition to providing location-based displays, we also focus on delivering mass and targeted audiences to our customers. Geopath,We believe the continued evolution of out-of-home advertising audience measurement systems, including Geopath and alternative measurement systems, can enhance the value of the out-of-home advertisingmedium, industry’sincluding transit inventory, by improving audience measurement system,and enablesenabling usmore toprecise build campaigns based on the sizedemographic and demographiclocation-based composition of audiences.targeting. As part of our investments in our technology platform, we are developing solutionsdigital forout-of-home enhancedofferings and capabilities that support full-funnel advertising objectives, including end-to-end campaign processing and automation, research and measurement, and demographic and locationlocation-based targeting, and engaging ways to connect with consumers on-the-go.targeting.

We believe out-of-home continues to be an attractive and trusted form of advertising, as our displays have an IRL presence, are always viewableviewable, and cannot be turned off, skipped, blocked or fast-forwarded. Further, out-of-home advertising can be an effective “stand-alone” medium, as well as an integral part of a campaign to reach audiences using multiple forms of media,media (including television, radio, print, online, mobile and social media advertising platforms.platforms) that bridges commerce, culture and community. We provide our customers with a differentiated advertising solution at an attractive price point relative to other forms of advertising. In addition to leasing displays, we provide other value-added services to our customers, such as pre-campaign category research, consumer insights, print production, creative services and post-campaign tracking and analytics.

Our revenues and operating results are sensitive to fluctuations in advertising expenditures, general economic conditions and other external events beyond our control, such as supply chain disruptions, inflationary price increases, changes in governmental fiscal and trade policies (such as tariffs), pandemics like(such as the COVID-19 pandemic,pandemic), industry shutdowns or slowdowns (including due to labor strikes), extraordinary weather events (such as hurricanes and wildfires), and shifts in market demographics and transportation patterns (including reductions in foot traffic, roadway traffic, commuting, transit ridership and overall target audiences due to remote work, safety concerns or otherwise), among other things. These sensitivities may adversely impact our revenues and operating results on a consolidated basis and/or may have a disproportionate adverse impact on our Transit segment.

We rely on third parties to manufacture, transport and install our digital displays, and provide programmaticand andsupport programmatic, direct sale and other advertising platform technologies (including artificial intelligence-assisted tools) for our digital display inventory. Historically, we have experienced delays and price increases with respect to certain of our digital displays due to external events beyond our control. If we experience delays and/or price increases in the future, it could have an adverse effect on our business, financial condition and results of operations. See “Item 1A. Risk Factors—Risks Related to Our Business and Operations—Operating our digital display platform may be more difficult, costly or time consuming than expected and the anticipated benefits may not be fully realized.”

Historically, we have experienced inflationary increases with respect to some of our posting, maintenance and other expenses, some of our corporate expenses, and our interest expense. Our billboard property lease expenses and transit franchise expenses have been less impacted by inflation due to the long-term nature of most of our operating leases and transit franchise agreements. However, our transit franchise agreements that contain inflationary price adjustments may cause increases in our transit franchise expenses in the over the remaining terms of the agreements. Though the Company cannot reasonably estimate the full impact of inflationary increases on our business, financial condition and results of operations at this time, a portion of these increases may be fully or partially offset by increases in advertising rates on our displays and cost efficiencies.

Increasing the number of digital displays in our prime audience locations is an important element of our organic growth strategy, as digital displays have the potential to attract additional business from both new and existing customers. We believe digital displays are attractive to our customers because they allow for the development of richer and more visually engaging messages,IRL media messaging, provide our customers with the flexibility both to connect with target audiences and to quickly launch new advertising campaigns, and eliminate or greatly reduce print production and installation costs. In addition, digital displays enable us to run multiple advertisements on each display. Digital billboard displays generate approximately four to five times more revenue per display on average than comparable traditional static billboard displays. Digital billboard displays also incur, on average, approximately two to four times more costs, including higher variable costs associated with the increase in revenue than comparable traditional static billboard displays. As a result, digital billboard displays generate higher profits and cash flows than comparable traditional static billboard displays.

We have deployed state-of-the-art digital transit displays in connection with several transit franchises we operate and we expect to continue these deployments over the coming years, but at a slower pace than our historical deployments.operate. Revenues generated on our network of digital transit displays are generally higher than revenues generated on a comparable portfolio of our static transit displays.

We have incurred, and we intend to incur,incurred significant equipment deployment costs and capital expenditures, and intend to incur significant capital expenditures in the coming years to continue increasing the number of digital displays in our portfolio. However, we expect ourOur annual equipment deployment cost spendingcosts with respect to the New York Metropolitan Transportation Authority (the “MTA”) transit franchise will declinebe nowprimarily thatfocused weon havemaintenance substantiallyof completedexisting ourMTA initialdisplay deploymentlocations duringfor 2024.the remainder of the Amended Term (as defined below).

In 2024,2025, we built or converted 89103 new digital billboard displays in the U.S. and entered into marketing arrangements to sell advertising on 21 third-party digital billboard displays in the U.S.displays. In 2024,2025, we built, converted or replaced 6,6641,170 digital transit and other displays in the U.S.displays. The following table sets forth information regarding our digital displays.

We have a diversified base of customers across various industries. During 2025, our largest categories of advertisers were entertainment, retail and legal services/lawyers, which represented 18%, 11%, and 10% of our total revenues from our Billboard and Transit segments, respectively. During 2024, our largest categories of advertisers were entertainment, retail and health/medical, which represented 18%, 12%,12% and 9% of our total revenues from our Billboard and Transit segments, respectively. During 2023, our largest categories of advertisers were entertainment, retail and health/medical, which represented 20%, 11% and 9% of our total revenues from our Billboard and Transit segments, respectively.

Our large-scale portfolio allows our customers to reach a national audience and also provides the flexibility to tailor campaigns to specific regions or markets. In 2024,2025, we generated approximately 42%44% of our total revenues from our Billboard and Transit segments from enterprise (formerly known as national) advertising campaigns, compared to approximately 43% in 2023.2024.

(b)See the “Reconciliation of Non-GAAP Financial Measures” and “Revenues” sections of this MD&A for reconciliations of Operating income (loss) to Operating income (loss) before Depreciation, Amortization, Net (gain) (loss) on dispositions, Stock-based compensationcompensation, Restructuring charges and Impairment charges (“Adjusted OIBDA”) Net income (loss) attributable to OUTFRONT Media Inc. to FFO attributable to OUTFRONT Media Inc. and AFFO attributable to OUTFRONT Media Inc., and Revenues to organic revenues.

We derive Revenues primarily from providing advertising space to customers on our advertising structures and sites. Our traditional contracts with customers generally cover periods ranging from four weeks to one year. Revenues from billboard displays are recognized as rental income on a straight-line basis over the contract term. Transit display revenues are recognized based on the level of units displayed in proportion to the total units to be displayed over the contract period. Billboard display and Transit display revenues generated from programmatic advertising platforms are recognized as rental income as the related advertisement is displayed. Billboard and Transit display revenues derived from impression-based sales contracts fulfilled on direct sales advertising platforms are recognized as revenue over the contract period based pro-rata on the number of impressions delivered in proportion to the total number of impressions to be delivered. Billboard display and Transit display revenues generated from programmatic advertising platforms are recognized as rental income as the related advertisement is displayed. Revenues generated from programmatic advertising platforms are based on agreements with the platforms, rather than direct contracts with individual advertisers. (See Item 8., Note 12. Revenues to the Consolidated Financial Statements.)

Total revenues increased $48.5$0.8 million, or 3%,million and organic revenues increased $47.5$35.7 million, or 3%,2%, in 20232025 compared to 2022, primarily due to an increase in Billboard segment revenues.2024. See the “Segment Results of Operations” section of this MD&A.

Billboard property lease expenses represented 34%24% of total billboard revenues in 2024,2025 35%and 26% in 2023 and 33% in 2022.2024. The decrease in billboard property lease expenses as a percentage of total billboard revenues in 20242025 compared to 20232024 is primarily due to lower variable billboard property lease costs driven by higher relative revenue performance in advertising markets that have lower variable billboard property lease costs and lower revenue performance in advertising markets that have higher variable billboard property lease costs (see Item 8., Note 5. Leases to the Consolidated Financial Statements) and the impact of new and lost locations, including through acquisitions. The increase in billboard property lease expenses as a percentage of total billboard revenues in 2023 compared to 2022 is primarily due to an increase in variable billboard property lease expenses (see Item 8., Note 5. Leases to the Consolidated Financial Statements), which are primarily attributable to total billboard revenue increases in large markets and high profile locations, and the impact of new locations, including through acquisitions.billboards.

Transit franchise expenses represented 61%13% of total transit display revenues in 2024,each 65%of in 20232025 and 62%2024. in 2022. The decrease in transitTransit franchise expenses, as a percentage of total transit display revenues in 20242025 compared to 20232024 was primarily driven by MTA revenues growing at a faster rate than the inflationary adjustment to the guaranteed minimum annual payments to the MTA under the MTA Agreement (as defined below), partially offsetimpacted by the net impact of new and lost transit franchise contracts. The increaseTransaction in transit2024, franchisepartially expenses, as a percentage of total transit display revenues in 2023 compared to 2022, was primarily drivenoffset by higher guaranteed minimum annual payments to the MTA.MTA due to inflation and lower Billboard revenues.

Posting, maintenance and other expenses, as a percentage of total revenues, were 12% in each of 2024, 20232025 and 2022.2024. Posting, maintenance and other expenses increased $5.0$0.6 million, or 2%,million in 20242025 compared to 2023,2024, primarily due to higher compensation-related expenses, higher maintenance and utilitiesutility costs due to inflationary cost increases,costs, and higher postingproduction and rotation costs caused by higher business activity,expenses, partially offset by the impact of the Transaction and lower materials costs driven by lower third-party equipment sales. Posting, maintenance and other expenses increased $1.7 million, or 1%, in 2023 compared to 2022, primarily due to higher compensation-related expenses and higher maintenance and utilities cost, driven by inflationary cost increases in 2023, partially offset by lower posting and rotation costs.Transaction.

Net (Gain) Loss on Dispositions

As a result of negative aggregate undiscounted cash flow forecasts related to our MTA asset group, we performed quarterly impairment analyses on the MTA asset group during the three months ended March 31, 2024 and June 30, 2024, and recorded impairment charges of $9.1 million and $8.8 million, respectively, in those periods for a total of $17.9 million in the six months ended June 30, 2024. The impairment charges recorded during 20242024, representedrepresenting additional MTA equipment deployment cost spending during the first six months ended June 30, 2024. Our analysis performed as of September 30, 2024, and December 31, 2024, resulted in positive aggregate cash flows in excess of the carrying value of our MTA asset group. As such, no impairment charges were recorded during each of the three months ended September 30, 2024, and December 31, 2024. In 2023, we recorded impairment charges of $534.7 million, primarily representing $466.2 million of impairment charges related to our MTA asset group2024 (see Item 8., Note 4. Long-Lived Assets to the Consolidated Financial Statements). and anNo impairment chargecharges ofwere $47.6recorded millionduring representing the entire goodwill balance associated with our historical Transit reporting unit.2025.

Depreciation increased $0.2$11.1 millionmillion, or 14%, in 20242025 compared to 2023,2024, primarily due to higher depreciation related to the change in estimated useful life of certain advertising displays, partially offset by the impact of the Transaction (see Note 13. Acquisitions and Dispositions: Dispositions: Canadian Business). Depreciation increased $1.9 million, or 2%, in 2023 compared to 2022, primarily due to capital expenditures and acquisitions in 2022, partially offset by an increase in fully-depreciated assets.displays.

Interest expense, net, was $146.4 million (including $5.8 million of deferred financing costs) in 2025 and $156.2 million (including $6.1 million of deferred financing costs) in 2024, $158.4 million (including $6.7 million of deferred financing costs) in 2023 and $131.8 million (including $6.5 million of deferred financing costs) in 2022.2024. The decrease in Interest expense, net, in 20242025 compared to 2023,2024, was primarily due to a lower average debt balance,balance partiallyand offset by higherlower interest rates. The increase in Interest expense, net, in 2023 compared to 2022, was primarily due to higher interest rates and a higher average debt balance.

Benefit (Provision) for Income Taxes

Net Income (Loss)

We calculate Adjusted OIBDA as operating income (loss) before depreciation, amortization, net (gain) loss on dispositions, stock-based compensationcompensation, restructuring charges and impairment charges. We calculate Adjusted OIBDA margin by dividing Adjusted OIBDA by total revenues. Adjusted OIBDA and Adjusted OIBDA margin are among the primary measures we use for managing our business, evaluating our operating performance and planning and forecasting future periods, as each is an important indicator of our operational strength and business performance. Our management believes users of our financial data are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing, planning and executing our business strategy. Our management also believes that the presentations of Adjusted OIBDA and Adjusted OIBDA margin, as supplemental measures, are useful in evaluating our business because eliminating certain non-comparable items highlight operational trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures. It is management’s opinion that these supplemental measures provide users of our financial data with an important perspective on our operating performance and also make it easier for users of our financial data to compare our results with other companies that have different financing and capital structures or tax rates.

When used herein, references to “FFO” and “AFFO” mean “FFO attributable to OUTFRONT Media Inc.” and “AFFO attributable to OUTFRONT Media Inc.,” respectively. We calculate FFO in accordance with the definition established by the National Association of Real Estate Investment Trusts (“NAREIT”). FFO reflects net income (loss) attributable to OUTFRONT Media Inc. adjusted to exclude gains and losses from the sale of real estate assets, impairment charges, depreciation and amortization of real estate assets, amortization of direct lease acquisition costs and the same adjustments for our equity-based investments and redeemable and non-redeemable noncontrolling interests, as well as the related income tax effect of adjustments, as applicable. We calculate AFFO as FFO adjusted to include cashamortization paid forof direct lease acquisition costs as such costs are generally amortized over a period ranging from four weeks to one year and therefore are incurred on a regular basis. AFFO also includes cash paid for maintenance capital expenditures since these are routine uses of cash that are necessary for our operations. In addition, AFFO excludes restructuring charges and losses on extinguishment of debt, as well as certain non-cash items, including non-real estate depreciation and amortization, impairment charges on non-real estate assets, stock-based compensation expense, accretion expense, the non-cash effect of straight-line rent, amortization of deferred financing costs and the same adjustments for our redeemable and non-redeemable noncontrolling interests, along with the non-cash portion of income taxes, and the related income tax effect of adjustments, as applicable. We use FFO and AFFO measures for managing our business and for planning and forecasting future periods, and each is an important indicator of our operational strength and business performance, especially compared to other REITs. Our management believes users of our financial data are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing, planning and executing our business strategy. Our management also believes that the presentations of FFO and AFFO, as supplemental measures, are useful in evaluating our business because adjusting results to reflect items that have more bearing on the operating performance of REITs highlight trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures. It is management’s opinion that these supplemental measures provide users of our financial data with an important perspective on our operating performance and also make it easier to compare our results to other companies in our industry, as well as to REITs.

The following table reconciles Operating income (loss) to Adjusted OIBDA, and Net income (loss) attributable to OUTFRONT Media Inc. to FFO attributable to OUTFRONT Media Inc. and AFFO attributable to OUTFRONT Media Inc.

(ab)Variable commissions directly associated with billboard revenues.

(bc)Primarily Impairment charges related to our Transit reporting unit and MTA asset group (see Item 8., Note 4. Long-Lived Assets to the Consolidated Financial Statements).

As of June 30, 2025, we completed a restructuring and reduction in force plan (the “Plan”) intended to achieve the Company’s strategic goals of increasing sales demand, enhancing customer experience, optimizing internal cost efficiencies, and realigning its organization. As of MarchJune 31,30, 2026, approximately $4.6$1.7 million in restructuring reserves related to severance payments, employee benefits and related costs remainedremain outstanding and isare included in OtherAccrued current liabilitiescompensations on the Consolidated Statement of Financial Position. The Company may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur in connection with the implementation of the Plan. (See Note 12. Restructuring Charges to the Consolidated Financial Statements.)

During the threesix months ended MarchJune 31,30, 2026, we built or converted 1449 new digital billboard displays and entered into marketing arrangements to sell advertising on 513 third-party digital billboard displays. In the threesix months ended MarchJune 31,30, 2026, we built, converted or replaced 4748 digital transit and other displays. The following table sets forth information regarding our digital displays.

We have a diversified base of customers across various industries. During the three months ended MarchJune 31,30, 2026, our largest categories of advertisers were entertainment, technology and legal services/lawyers and retail, each oflawyers, which represented 18%,16%, 12%11% and 10% of our total revenues from our Billboard and Transit segments, respectively. During the three months ended MarchJune 31,30, 2025, our largest categories of advertisers were entertainment, retail and legal services/lawyers, each of which represented 19%,17%, 12%11% and 11%10% of our total revenues from our Billboard and Transit segments, respectively. During the six months ended June 30, 2026, our largest categories of advertisers were entertainment, legal services/lawyers and retail, which represented 17%, 11% and 10% of our total revenues from our Billboard and Transit segments, respectively. During the six months ended June 30, 2025, our largest categories of advertisers were entertainment, retail and legal services/lawyers, which represented 18%, 11% and 10% of our total revenues from our Billboard and Transit segments, respectively.

Our large-scale portfolio allows our customers to reach a national audience and also provides the flexibility to tailor campaigns to specific regions or markets. We generated approximately 37%41% of our total revenues from our Billboard and Transit segments from enterprise advertising campaigns in the three months ended MarchJune 31,30, 2026, compared to approximately 42%41% in the same prior-year period. We generated approximately 40% of our total revenues from our Billboard and Transit segments from enterprise advertising campaigns in the six months ended June 30, 2026, compared to approximately 41% in the same prior-year period.

Several of our key performance indicators are not prepared in conformity with Generally Accepted Accounting Principles in the United States of America (“GAAP”). We believe these non-GAAP performance indicators are meaningful supplemental measures of our operating performance and should not be considered in isolation of, or as a substitute for,for their most directly comparable GAAP financial measures.

(a)See the “Reconciliation of Non-GAAP Financial Measures” and “Revenues” sections of this MD&A for reconciliations of Operating income to Operating income before Depreciation, Amortization, Net (gain) loss on dispositionsdispositions, Restructuring charges and Stock-based compensation (“Adjusted OIBDA”) and Net income (loss) attributable to OUTFRONT Media Inc. to FFO attributable to OUTFRONT Media Inc. and AFFO attributable to OUTFRONT Media Inc.

Total revenues increased $38.9$62.3 million, or 10%,14%, in the three months ended MarchJune 31,30, 2026, compared to the same prior-year period and increased $101.2 million, or 12%, in the six months ended June 30, 2026, compared to the same prior-year period.

Billboard property lease expenses represented 26%23% of total revenues in the three months ended MarchJune 31,30, 2026, and 28%24% in the three months ended MarchJune 31,30, 2025. The decrease in billboard property lease expenses as a percentage of total revenues in the three months ended MarchJune 31,30, 2026, compared to the same prior-year period werewas primarily due to higher Transit revenues and the impact of lost billboards in the period. Billboard property lease expenses represented 24% of total revenues in the six months ended June 30, 2026, and 26% in the six months ended June 30, 2025. The decrease in billboard property lease expenses as a percentage of total revenues in the six months ended June 30, 2026, compared to the same prior-year period was primarily due to higher Transit revenues, higher proceeds from condemnations and the impact of lost billboards in the period.

Billboard property lease expenses increased $2.1$6.0 million, or 2%,5%, in the three months ended MarchJune 31,30, 2026, compared to the same prior-year period, primarily due to higher variable billboard property lease expenses, partially offset by the impact of lost billboards in the period. Billboard property lease expenses increased $8.1 million, or 4%, in the six months ended June 30, 2026, compared to the same prior-year period, primarily due to higher variable billboard property lease expenses, partially offset by the impact of lost billboards in the period.

Transit franchise expenses represented 14%13% of total revenues in the three months ended MarchJune 31,30, 2026, and 15%14% in the three months ended MarchJune 31,30, 2025, 13% in the six months ended June 30, 2026, and 14% in the six months ended June 30, 2025. The decrease in transitTransit franchise expenses, as a percentage of total revenues in the three and six months ended MarchJune 31,30, 2026, comparedwere comparable to the same prior-year period, wasperiods, primarily driven by higher variable transit franchise expenses driven by higher Transit revenues, mainly due to MTA revenues growingoutside atof aNew faster rate than the inflationary adjustment to the guaranteed minimum annual payments to the MTA.York.

Posting, maintenance and other expenses, as a percentage of total revenues, were 13%12% in the three months ended MarchJune 31,30, 20262026, and 14%12% in the three months ended MarchJune 31,30, 2025, 12% in the six months ended June 30, 2026 and 13% in the six months ended June 30, 2025. Posting, maintenance and other expenses increased $2.4$5.0 million, or 4%,9%, in the three months ended MarchJune 31,30, 2026, compared to the same prior-year period, primarily due to higher production expenses and higher maintenance and utility costs, partially offset by lower site-related costs. Posting, maintenance and other expenses increased $7.4 million, or 7%, in the six months ended June 30, 2026, compared to the same prior-year period, primarily due to higher production expenses and higher maintenance and utility costs, partially offset by lower site-related costs.

SG&A expenses decreasedincreased $7.4$12.4 million, or 6%,11%, in the three months ended MarchJune 31,30, 2026, compared to the same prior-year period, primarily due to lowerhigher professional fees, including software and technology expenses, higher compensation-related expenses, includinga severancehigher allowance for bad debt and salaries,the andimpact of market fluctuations on an unfunded equity-linked retirement plan offered by the Company to certain employees, partially offset by lower credit card usage by customers,customers. partiallySG&A offsetexpenses byincreased $5.0 million, or 2%, in the six months ended June 30, 2026, compared to the same prior-year period, primarily due to higher professional fees, including software and technology expenses, a higher allowance for bad debtdebt, higher compensation-related expenses, including severance and salaries, higher client entertainment expenses.expenses, Weand expectthe impact of market fluctuations on an unfunded equity-linked retirement plan offered by the Company to realizecertain theemployees, cost savings benefits from the Plan within SG&A expenses. However, those cost savings may potentially bepartially offset by increaseslower incredit card usage by customers. We expect SG&A expenses into futureoutpace periodsour revenue growth for the remainder of 2026, as we continue to invest in our strategic initiatives, including digital sales, data analytics, technology enhancements andenhancements, customer experience improvements.improvements, employee training and recruitment.

Depreciation decreased $2.9$3.6 million, or 12%,15%, in the three months ended MarchJune 31,30, 2026, and decreased $6.5 million, or 14%, in the six months ended June 30, 2026, compared to the same prior-year period,periods, primarily due to an increase in fully-depreciated assets.

Amortization increaseddecreased $0.1$0.4 million, or 2%, in the three months ended June 30, 2026, and decreased $0.3 million, or 1%, in the threesix months ended MarchJune 31,30, 2026, compared to the same prior-year period.periods.

Interest expense, net, was $36.0$36.2 million (including $1.4$1.3 million of deferred financing costs) in the three months ended MarchJune 31,30, 2026, and $36.0$36.5 million (including $1.5 million of deferred financing costs) in the same prior-year period. Interest expense, net, was $72.2 million (including $2.7 million of deferred financing costs) in the six months ended June 30, 2026, and $72.5 million (including $3.0 million of deferred financing costs) in the same prior-year period. Interest expense, net, in the three and six months ended MarchJune 31,30, 2026, wasdecreased comparableslightly compared to the same prior-year period.periods, due primarily to the refinancing of the 2027 Notes (as defined below), partially by a higher interest rates.

Provision for income taxes decreasedincreased $0.1$0.7 million, or 20%,million in the three months ended MarchJune 31,30, 2026, and increased $0.6 million, or 86%, in the six months ended June 30, 2026, compared to the same prior-year period.periods, due primarily to higher income from taxable REIT subsidiaries (“TRSs”).

Net income before allocation to redeemable and non-redeemable noncontrolling interests increased $58.2 million in the three months ended June 30, 2026, compared to the same prior-year period, primarily driven by higher transit revenues. Net income before allocation to redeemable and non-redeemable noncontrolling interests was $19.3$97.0 million in the threesix months ended MarchJune 31,30, 2026, compared to Net loss before allocation to redeemable and non-redeemable noncontrolling interests of $20.7$1.2 million in the same prior-year period, primarily driven by higher transit revenues and higher proceeds from condemnations.

We calculate Adjusted OIBDA as operating income (loss) before depreciation, amortization, net (gain) loss on dispositionsdispositions, restructuring charges and stock-based compensation. We calculate Adjusted OIBDA margin by dividing Adjusted OIBDA by total revenues. Adjusted OIBDA and Adjusted OIBDA margin are among the primary measures we use for managing our business, evaluating our operating performance and planning and forecasting future periods, as each is an important indicator of our operational strength and business performance. Our management believes users of our financial data are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing, planning and executing our business strategy. Our management also believes that the presentations of Adjusted OIBDA and Adjusted OIBDA margin, as supplemental measures, are useful in evaluating our business because eliminating certain non-comparable items highlighthighlights operational trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures. It is management’s opinion that these supplemental measures provide users of our financial data with an important perspective on our operating performance and also make it easier for users of our financial data to compare our results with other companies that have different financing and capital structures or tax rates.

When used herein, references to “FFO” and “AFFO” mean “FFO attributable to OUTFRONT Media Inc.” and “AFFO attributable to OUTFRONT Media Inc.,” respectively. We calculate FFO in accordance with the definition established by the National Association of Real Estate Investment Trusts (“NAREIT”). FFO reflects net income (loss) attributable to OUTFRONT Media Inc. adjusted to exclude gains and losses from the sale of real estate assets, depreciation and amortization of real estate assets, amortization of direct lease acquisition costs and the same adjustments for our equity-based investments and redeemable and non-redeemable noncontrolling interests, as well as the related income tax effect of adjustments, as applicable. We calculate AFFO as FFO adjusted to include amortization of direct lease acquisition costs as such costs are generally amortized over a period ranging from four weeks to one year and therefore are incurred on a regular basis. AFFO also includes cash paid for maintenance capital expenditures since these are routine uses of cash that are necessary for our operations. In addition, AFFO excludes restructuring charges and losses on extinguishment of debt, as well as certain non-cash items, including non-real estate depreciation and amortization, stock-based compensation expense, accretion expense, the non-cash effect of straight-line rent, amortization of deferred financing costs and the same adjustments for our redeemable and non-redeemable noncontrolling interests, along with the non-cash portion of income taxes, and the related income tax effect of adjustments, as applicable. We use FFO and AFFO measures for managing our business and for planning and forecasting future periods, and each is an important indicator of our operational strength and business performance, especially compared to other REITs. Our management believes users of our financial data are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing, planning and executing our business strategy. Our management also believes that the presentations of FFO and AFFO, as supplemental measures, are useful in evaluating our business because adjusting results to reflect items that have more bearing on the operating performance of REITs highlighthighlights trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures. It is management’s opinion that these supplemental measures provide users of our financial data with an important perspective on our operating performance and also make it easier to compare our results to other companies in our industry, as well as to REITs.

Since Adjusted OIBDA, Adjusted OIBDA margin, FFO and AFFO are not measures calculated in accordance with GAAP, they should not be considered in isolation of, or as a substitute for,for operating income (loss) and net income (loss) attributable to OUTFRONT Media Inc., the most directly comparable GAAP financial measures, as indicators of operating performance. These measures, as we calculate them, may not be comparable to similarly titled measures employed by other companies. In addition, these measures do not necessarily represent funds available for discretionary use and are not necessarily a measure of our ability to fund our cash needs.

FFO attributable to OUTFRONT Media Inc. increased $37.0$53.1 million, or 140%,75%, in the three months ended MarchJune 31,30, 2026, compared to the same prior-year period, due primarily to higher Adjusted OIBDA and restructuring charges in 2025. FFO attributable to OUTFRONT Media Inc. increased $90.1 million, or 93%, in the six months ended June 30, 2026, compared to the same prior-year period, due primarily to higher Adjusted OIBDA and restructuring charges in 2025. AFFO attributable to OUTFRONT Media Inc. increased $37.7 million, or 45%, in the three months ended June 30, 2026, compared to the same prior-year period, due primarily to higher Adjusted OIBDA. AFFO attributable to OUTFRONT Media Inc. increased $33.9$71.6 million, or 125%,65%, in the threesix months ended MarchJune 31,30, 2026, compared to the same prior-year period, due primarily to higher Adjusted OIBDA and a higher non-cash effect of straight-line rent, partially offset by lower equity earnings.OIBDA.

The following table presents our Revenues, Adjusted OIBDA and Operating income by segment in the three and six months ended MarchJune 31,30, 2026 and 2025.

(ab)Stock-based compensation is classified as Corporate expense.

Billboard segment property lease expenses represented 33%31% of Billboard segment revenues in the three months ended MarchJune 31,30, 2026, and 35%32% in the three months ended MarchJune 31,30, 2025, 32% in the six months ended June 30, 2026, and 33% in the six months ended June 30, 2025. Billboard segment property lease expenses increased $2.1$6.0 million, or 2%,5%, in the three months ended MarchJune 31,30, 2026, compared to the same prior-year period, primarily driven by higher variable billboard property lease costs,expenses, partially offset by the impact of lost billboards in the period. Billboard segment property lease expenses increased $8.1 million, or 4%, in the six months ended June 30, 2026, compared to the same prior-year period, primarily driven by higher variable billboard property lease expenses, partially offset by the impact of lost billboards in the period. Billboard segment posting maintenance and other expenses increased $1.4$2.9 million, or 4%,8%, in the three months ended MarchJune 31,30, 2026, compared to the same prior-year period, primarily driven by higher maintenance and utilities, higher site-relatedproduction costsexpenses, and higher compensation-related expenses.expenses, partially offset by lower site-related costs. Billboard segment posting maintenance and other expenses increased $4.3 million, or 6%, in the six months ended June 30, 2026, compared to the same prior-year period, primarily driven by higher maintenance and utilities, higher production expenses, and higher compensation-related expenses, partially offset by lower site-related costs.

SG&A expenses in the Billboard segment increased $1.3$5.7 million, or 2%,8%, in the three months ended MarchJune 31,30, 2026, compared to the same prior-year period, primarily driven by higher professional fees, including software and technology expenses, and a higher allowance for bad debt, partially offset by lower credit card usage by customers and lower compensation-related expenses. SG&A expenses in the Billboard segment increased $7.0 million, or 5%, in the six months ended June 30, 2026, compared to the same prior-year period, primarily driven by higher professional fees, including software and technology expenses, and a higher allowance for bad debt, partially offset by lower credit card usage by customers and lower compensation-related expenses.

Billboard segment Adjusted OIBDA increased $17.4$13.5 million, or 18%,10%, in the three months ended MarchJune 31,30, 2026, compared to the same prior-year period. Billboard segment Adjusted OIBDA increased $30.9 million, or 13%, in the six months ended June 30, 2026, compared to the same prior-year period. Billboard segment Adjusted OIBDA margin was 35.0%39.0% in the three months ended MarchJune 31,30, 2026, and 31.9%38.3% in the three months ended MarchJune 31,30, 2025, 37.1% in the six months ended June 30, 2026, and 35.3% in the six months ended June 30, 2025.

Transit segment revenues increased $17.3$34.3 million, or 22%,32%, in the three months ended MarchJune 31,30, 2026, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), and revenues related to the 2026 FIFA World Cup, partially offset by the impact of new and lost transit franchise contracts. Transit segment revenues increased $51.6 million, or 28%, in the six months ended June 30, 2026, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield) and revenues related to the 2026 FIFA World Cup, partially offset by the impact of new and lost transit franchise contracts. We generated approximately 49%46% in the three months ended MarchJune 31,30, 20262026, and 54%53% in the three months ended MarchJune 31,30, 2025, 48% in the six months ended June 30, 2026 and 53% in the six months ended June 30, 2025, of our Transit segment revenues from enterprise advertising campaigns.

Transit segment franchise expenses represented 63%47% of Transit segment revenues in the three months ended MarchJune 31,30, 2026, and 75%59% in the three months ended MarchJune 31,30, 2025, 54% in the six months ended June 30, 2026, and 66% in the six months ended June 30, 2025. Transit segment franchise expenses increased $1.7$3.6 million, or 3%,6%, in the three months ended MarchJune 31,30, 2026, compared to the same prior-year period, primarily due to higher variable transit franchise expenses driven by higher Transit revenues outside of New York and higher guaranteed minimum annual payments to the MTA due to inflation. Transit segment franchise expenses increased $5.3 million, or 4%, in the six months ended June 30, 2026, compared to the same prior-year period, primarily due to higher variable transit franchise expenses driven by higher Transit revenues outside of New York and higher guaranteed minimum annual payments to the MTA due to inflation. Transit segment posting, maintenance and other expenses increased $1.3$2.2 million, or 8%,12%, in the three months ended MarchJune 31,30, 2026, compared to the same prior-year period, primarily driven by higher display production costs and higher posting and rotation costs, partially offset by lower site-related costs. Transit segment posting, maintenance and other expenses increased $3.5 million, or 10%, in the six months ended June 30, 2026, compared to the same prior-year period, primarily driven by higher display production costs and higher posting and rotation costs.

SG&A expenses in the Transit segment increased $1.5$2.5 million, or 9%,14%, in the three months ended MarchJune 31,30, 2026, compared to the same prior-year period, primarily driven by higher compensation-related expenses, including severance and commissions, higher professional fees, including software and technology expenses, higher compensation-related expenses, including commissions, and a higher allowance for bad debt, partially offset by lower credit card usage by customers. SG&A expenses in the Transit segment increased $4.0 million, or 11%, in the six months ended June 30, 2026, compared to the same prior-year period, primarily driven by higher professional fees, including software and technology expenses, higher compensation-related expenses, including commissions, and a higher allowance for bad debt, partially offset by lower credit card usage by customers.

Transit segment Adjusted OIBDA lossincreased decreased$26.0 $12.8 million, or 90%,million in the three months ended MarchJune 31,30, 2026, compared to the same prior-year period, due primarily to a larger increase in Transit segment revenues compared to a smaller increase in Transit segment operating expenses. Transit segment Adjusted OIBDA was $31.8 million in the six months ended June 30, 2026, compared to an Adjusted OIBDA loss of $7.0 million in the same prior-year period, due primarily to a larger increase in Transit segment revenues compared to a smaller increase in Transit segment operating expenses.

Total Other revenues decreased $0.6$0.1 million, or 26%,4%, operating expenses decreased $0.3$0.1 million, or 17%,5%, and Other Adjusted OIBDA in the three months ended June 30, 2026, was comparable to the same prior-year period, due primarily to a decrease in third-party digital equipment sales. Total Other revenues decreased $0.7 million, or 14%, operating expenses decreased $0.4 million, or 11%, and Other Adjusted OIBDA decreased $0.3 million, or 60%,30%, in the threesix months ended MarchJune 31,30, 2026, compared to the same prior-year period, due primarily to a decrease in third-party digital equipment sales.

Corporate expenses primarily include expenses associated with employees who provide centralized services. Corporate expenses, excluding restructuring charges and stock-based compensation, decreasedincreased $6.3$3.3 million, or 30%,18%, in the three months ended MarchJune 31,30, 2026, compared to the same prior-year period, primarily due to higher compensation-related expenses, including severance, and the impact of market fluctuations on an unfunded equity-linked retirement plan offered by the Company to certain employees. Corporate expenses, excluding restructuring charges and stock-based compensation, decreased $3.0 million, or 8%, in the six months ended June 30, 2026, compared to the same prior-year period, primarily due to lower compensation-related expenses, including severance, and lower professional fees, including fees related to a management consulting project.project, and lower compensation-related expenses, including severance, partially offset by the impact of market fluctuations on an unfunded equity-linked retirement plan offered by the Company to certain employees.

Working capital was a deficit of $90.7$204.5 million as of MarchJune 31,30, 2026, compared to a deficit of $41.6 million as of December 31, 2025, primarily driven by higher short-term debt, a lower cash balance,balance and lower receivables and higher short-term operating lease liabilities,receivables, partially offset by lower bonus accruals, lower accounts payable and lower accrued interest.

•Recoupment of Equipment Deployment Costs. We may retain incremental revenues that exceed an annual base revenue amount for the cost of deploying advertising and communications displays throughout the transit system. Recoupable MTA equipment deployment costs are recorded as Prepaid MTA equipment deployment costs and Intangible assets on our Consolidated Statement of Financial Position, and as these costs are recouped from incremental revenues that the MTA would otherwise be entitled to receive, Prepaid MTA equipment deployment costs will be reduced. If incremental revenues generated over the term of the agreement are not sufficient to cover all or a portion of the equipment deployment costs, the costs will not be recouped, which could have an adverse effect on our business, financial condition and results of operations, including impairment charges. If we do not recoup all costs of deploying advertising and communications screens with respect to the New Inventory by the end of the term of the MTA Agreement, the MTA will be obligated to reimburse us for these costs. Deployment costs in an amount not to exceed $50.7 million, which were deemed authorized before December 31, 2020, were paid directly by the MTA. All other deployment costs are subject to recoupment in accordance with the MTA Agreement. WeBased did not recoup any equipment deployment costs inon the threerecent monthsperformance endedof Marchour 31,MTA 2026. However,assets, we docurrently expect to recoup some but not all of our MTA equipment deployment costs incurred prior to December 31, 2025, but do not expect to recoup current period or future MTA equipment deployment costs incurred throughout the remainder of the Amended Term (as defined below) of the MTA Agreement,Agreement beginningeven inif 2026.revenues related to the MTA Agreement exceed the minimum annual guarantee threshold. (See the “Critical Accounting Policies” section of this MD&A for further discussion of our accounting for recoupment of equipment deployment costs). During the three and six months ended June 30, 2026, revenues related to the MTA Agreement exceeded the minimum annual guarantee threshold. However, no Prepaid MTA equipment deployment costs or associated recoupment expenses were recorded, consistent with our accounting treatment. We expect our MTA equipment deployment costs to be approximately $35.0$30.0 million in 2026 and approximately $30.0 million to $40.0 million annually throughout the remainder of the Amended Term (as defined below) of the MTA Agreement. These equipment deployment costs primarily encompass maintenance costs (including equipment replacement costs) for existing MTA display locations.

We may utilize cash on hand and/or incremental third-party financing to fund costs under the MTA Agreement over the next couple of years. However, we cannot reasonably estimate the aggregate financing amount, if any, at this time. As of MarchJune 31,30, 2026, we have issued surety bonds in favor of the MTA totaling approximately $72.3$90.0 million, which amount is subject to change as equipment installations are completed and revenues are generated. As indicated inDuring the table below, during the threesix months ended MarchJune 31,30, 2026, we incurred equipment deployment costs of $1.4$4.2 million, for a total of $630.4$633.2 million to date, of which $33.9 million had been recouped from incremental revenues to date. As of MarchJune 31,30, 2026, we had Intangible assets related to franchise agreements related to the MTA Agreement of $28.6 million. As of June 30, 2026, 27,354 digital displays had been installed, composed of 5,0155,021 digital advertising screens on subway and train platforms and entrances, 15,904 smaller-format digital advertising screens on rolling stock and 6,4356,429 MTA communications displays. In the three and six months ended MarchJune 31,30, 2026, no installations occurred. We substantially completed our initial deployment in 2024, with the remaining deployment required under the MTA Agreement subject to satisfaction of various conditions and work to be performed by the MTA. We are currently only performing maintenance operations,operations and replacing damaged and broken displays.

We currently expect positive aggregate cash flows on an undiscounted basis through to the end of the Amended Term of the MTA Agreement. If our MTA performance continues to be in line with, or better than, our current model, we would not expect to incur additional impairment charges on our MTA equipment deployment cost spending and/or would expect to recoup a portion of deployment cost spending. Based on MTA revenue performance in the first quarter of 2026 and our outlook for the remainder of the year, we currently expect to recoup a portion of equipment deployment cost spending beginning in 2026. There can be no assurance that these estimates and assumptions will prove to be an accurate prediction of the future, and a downward revision of these estimates and/or assumptions would decrease our cash flows, which could result in impairment charges in the future and/or the failure to recoup any deployment cost spending.

On MayAugust 7,5, 2026, we announced that our board of directors approved a quarterly cash dividend of $0.30$0.33 per share on our common stock payable on JuneSeptember 30, 2026, to stockholders of record at the close of business on JuneSeptember 5,4, 2026.

The interest rate on the term loan due in 2032 (the “Term Loan”) was 5.7%5.4% per annum as of MarchJune 31,30, 2026. As of MarchJune 31,30, 2026, a discount of $0.7 million on the Term Loan remains unamortized. The discount is being amortized through Interest expense, net, on the Consolidated Statement of Operations.

As of MarchJune 31,30, 2026, there were no outstanding borrowings under the Revolving Credit Facility.

The commitment fee based on the amount of unused commitments under the Revolving Credit Facility was $0.4$0.5 million in the three months ended MarchJune 31,30, 2026, and $0.5 million in the three months ended MarchJune 31,30, 2025, $0.9 million in the six months ended June 30, 2026, and $1.0 million in the six months ended June 30, 2025. As of MarchJune 31,30, 2026, we had issued letters of credit totaling approximately $5.1 million against the letter of credit facility sublimit under the Revolving Credit Facility.

As of MarchJune 31,30, 2026, we had issued letters of credit totaling approximately $67.2$67.4 million under our aggregate $81.0 million standalone letter of credit facilities. The total fees under the letter of credit facilities were immaterial in each of the three and six months ended MarchJune 31,30, 2026 and 2025.

As of MarchJune 31,30, 2026, we have a $150.0 million revolving accounts receivable securitization facility (the “AR Facility”), which terminates in June 2027, unless further extended.

In connection with the AR Facility, Outfront Media LLC and Outfront Media Outernet Inc., each a wholly-owned subsidiary of the Company, and certain of the Company’s taxable REIT subsidiaries (“TRSs”) (the “Originators”), will sell and/or contribute their respective existing and future accounts receivable and certain related assets to either Outfront Media Receivables LLC, a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s qualified REIT subsidiary accounts receivable assets (the “QRS SPV”) or Outfront Media Receivables TRS, LLCLLC, a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s TRS accounts receivable assets (the “TRS SPV” and together with the QRS SPV, the “SPVs”). The SPVs may transfer undivided interests in their respective accounts receivable assets to certain purchasers from time to time (the “Purchasers”). The SPVs are separate legal entities with their own separate creditors who will be entitled to access the SPVs’ assets before the assets become available to the Company. Accordingly, the SPVs’ assets are not available to pay creditors of the Company or any of its subsidiaries, although collections from the receivables in excess of amounts required to repay the Purchasers and other creditors of the SPVs may be remitted to the Company. Outfront Media LLC will service the accounts receivables on behalf of the SPVs for a fee. The Company has agreed to guarantee the performance of the Originators and Outfront Media LLC, in its capacity as servicer, of their respective obligations under the agreements governing the AR Facility. Neither the Company, the Originators nor the SPVs guarantee the collectability of the receivables under the AR Facility. Further, the TRS SPV and the QRS SPV are jointly and severally liable for their respective obligations under the agreements governing the AR Facility.

As of MarchJune 31,30, 2026, there were no$100.0 million in outstanding borrowings under the AR Facility.Facility at a borrowing rate of 5.0%. As of MarchJune 31,30, 2026, borrowing capacity remaining under the AR Facility was $150.0$50.0 million based on approximately $351.4$431.0 million of accounts receivable that could be used as collateral for the AR Facility in accordance with the agreements governing the AR Facility. The commitment fee based on the amount of unused commitments under the AR Facility was $0.1$0.2 million in each of the three months ended MarchJune 31,30, 2026, $0.1 million in the three months ended June 30, 2025, $0.3 million in the six months ended June 30, 2026 and $0.2 million in the six months ended June 30, 2025.