What changed in this filing

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Item 1. Business

2026-02-20 compared with 2025-02-20 · 30 added, 33 removed, 296 unchanged (18% of the section changed)

51 unchanged sentences

We have a history of investing in capital expenditures, particularly in our digital platform.

We spent approximately $125.3 million in total capital expenditures in fiscal year 2024, of which approximately $60.7 million was spent on digital technology.

We spent $180.8 million in total capital expenditures in fiscal year 2025, of which $90.9 million was spent on digital technology.

We expect our 2026 capitalized expenditures to be approximately $186 million.

7 unchanged sentences

After complying with our REIT distribution requirements, we plan to continue to allocate our available capital among investment alternatives that meet our return on investment criteria.

During 2024, we generated $873.6 million of cash from operating activities, which was used to repay a portion of our long-term debt outstanding, as well as fund capital expenditures, acquisitions, and dividends to our stockholders.

During 2025, we generated $864.0 million of cash from operating activities, which was used to fund capital expenditures, acquisitions, and dividends to our stockholders.

• Capital expenditures program.

33 unchanged sentences

At December 31, 2025, our inventory included approximately 5,500 digital display billboards in various markets.

These 5,000 digital billboards generated approximately 32% of billboard advertising net revenue.

These 5,500 digital billboards generated approximately 33% of billboard advertising net revenues.

We own the physical structures on which the advertising copy is displayed.

5 unchanged sentences

Our talented design staff uses state-of-the-art technology to prepare creative, eye-catching displays for our tenants.

We can also help with the strategic placement of advertisements throughout an

advertiser’s market by using software that allows us to analyze the target audience and its demographics.

We can also help with the strategic placement of advertisements throughout an advertiser’s market by using software that allows us to analyze the target audience and its demographics.

Our artists also assist in developing marketing presentations, demonstrations and strategies to attract new tenant advertisers.

6 unchanged sentences

We operate the logo sign contracts in the province of Ontario, Canada and in the following states:

Colorado Kansas Minnesota Montana New Hampshire Ohio Tennessee

Delaware Kentucky Mississippi Nebraska New Jersey Oklahoma Utah

Alabama Georgia Michigan Montana New Hampshire Ohio Tennessee

Colorado Kansas Minnesota Nebraska New Jersey Oklahoma Utah

Delaware Kentucky Mississippi Nevada New Mexico South Carolina Wisconsin

Florida Louisiana Missouri (1)

Nevada New Mexico South Carolina Wisconsin

Georgia Michigan

(1) The logo sign contract in Missouri is operated by a 66 2/3% owned partnership.

10 unchanged sentences

Depending on the contract, we may or may not be entitled to compensation at that time.

Of our 24 logo sign contracts in place, in the United States and Canada, at December 31, 2024, four are subject to renewal or expiration in 2025.

Of our 25 logo sign contracts in place, in the United States and Canada, at December 31, 2025, seven are subject to renewal or expiration in 2026.

States usually award new logo sign contracts and renew expiring logo sign contracts through an open proposal process.

5 unchanged sentences

Transit contracts are generally with the local municipalities and airport authorities and allow us the exclusive right to rent advertising space to customers in airports and on buses, benches or shelters.

The terms of the contracts vary but generally range between 3-10 years, many with renewable options for contract extension.

The terms of the contracts vary but generally range between 3 to 10 years, many with renewable options for contract extension.

We rent transit advertising displays in airport terminals and on bus shelters, benches and buses in over 80 transit markets, and our production staff provides a full range of creative and installation services to our transit advertising tenants.

2 unchanged sentences

In bidding for new and renewal contracts, we compete against national outdoor advertising providers and local, on-premise sign providers and sign construction companies.

Transit advertising operators incur significant start-up costs to build and install the advertising structures (such as transit shelters) upon being awarded contracts.

Transit advertising operators incur significant start-up costs to build and install the advertising structures (such as transit shelters and airport displays) upon being awarded contracts.

In marketing transit advertising displays to advertisers, we compete with other forms of out-of-home advertising and other media.

9 unchanged sentences

In competing with other media, we believe that outdoor advertising is relatively more cost-efficient than other media, allowing advertisers to reach broader audiences and target specific geographic areas or demographic groups within markets.

We believe that our strong emphasis on sales and customer service and our position as a major provider of advertising services in each of our primary markets enables us to compete effectively with the other outdoor advertising companies, as well as with other media, within those markets.

We believe that our strong emphasis on sales and customer service and our position as a major provider of advertising services in each of our primary markets enable us to compete effectively with the other outdoor advertising companies, as well as with other media, within those markets.

GEOGRAPHIC DIVERSIFICATION

3 unchanged sentences

Percentage of Revenues for the year ended

December 31, 2024 Number of Displays for the year ended,

December 31, 2025

Number of Displays for the year ended

December 31, 2025

Market Static

14 unchanged sentences

Nashville, TN 1.5 % 2.1 % — — 1.5 % 2,010 108 — — 2,118 0.6 %

San Bernardino, CA 1.3 % 2.1 % 1.4 % — 1.5 % 609 59 1,234 — 1,902 0.5 %

Dallas, TX 1.7 % 1.0 % 1.8 % — 1.4 % 1,253 32 459 — 1,744 0.5 %

Cleveland, OH 1.6 % 1.6 % — — 1.4 % 2,223 57 — — 2,280 0.6 %

Phoenix, AZ 0.3 % 2.4 % 8.2 % — 1.5 % 147 81 4,272 — 4,500 1.2 %

Atlanta, GA 1.1 % 2.6 % — — 1.4 % 830 92 — — 922 0.3 %

Dallas, TX 1.7 % 1.0 % 1.9 % — 1.4 % 1,242 36 459 — 1,737 0.5 %

Knoxville, TN 1.9 % 1.1 % — — 1.4 % 2,337 71 — — 2,408 0.7 %

Seattle, WA 1.6 % 0.7 % 1.5 % — 1.3 % 1,534 19 1,602 — 3,155 0.9 %

Birmingham, AL 1.4 % 1.3 % 0.4 % — 1.2 % 2,080 51 231 — 2,362 0.7 %

San Bernardino, CA 1.3 % 1.8 % 1.6 % — 1.4 % 602 62 1,307 — 1,971 0.5 %

Atlanta, GA 1.1 % 2.4 % — — 1.4 % 829 94 — — 923 0.3 %

Reading, PA 1.2 % 2.1 % — — 1.3 % 1,350 125 — — 1,475 0.4 %

Cleveland, OH 1.4 % 1.5 % — — 1.3 % 2,201 63 — — 2,264 0.6 %

Seattle, WA 1.6 % 0.6 % 1.6 % — 1.3 % 1,521 19 1,596 — 3,136 0.9 %

Indianapolis, IN 1.2 % 1.0 % 1.8 % — 1.2 % 2,436 39 123 — 2,598 0.7 %

Birmingham, AL 1.3 % 1.1 % 0.5 % — 1.1 % 2,052 57 200 — 2,309 0.6 %

Raleigh, NC 1.5 % 0.8 % — — 1.1 % 2,499 51 — — 2,550 0.7 %

Greenville-Spartanburg, SC 1.3 % 1.2 % — — 1.1 % 1,808 51 — — 1,859 0.5 %

Oklahoma City, OK 1.2 % 1.2 % 0.5 % — 1.1 % 1,941 49 35 — 2,025 0.6 %

Hartford, CT 1.0 % 1.7 % — — 1.1 % 827 53 — — 880 0.2 %

Richmond, VA 1.1 % 1.4 % — — 1.1 % 1,226 57 — — 1,283 0.4 %

Hartford, CT 1.0 % 1.6 % — — 1.1 % 826 53 — — 879 0.2 %

Greenville, SC 1.3 % 1.1 % — — 1.1 % 1,770 54 — — 1,824 0.5 %

Cincinnati, OH 0.9 % 1.7 % — — 1.0 % 1,098 53 — — 1,151 0.3 %

Baton Rouge, LA 1.1 % 1.1 % — — 1.0 % 1,356 56 — — 1,412 0.4 %

Pensacola, FL 1.1 % 1.1 % — — 1.0 % 2,186 89 — — 2,275 0.6 %

4 unchanged sentences

Total Revenue (in millions) $ 1,382.2 $ 631.6 $ 163.2 $ 89.2 $ 2,266.2

* Logo displays at December 31, 2024 include 15,768 displays related to the tourist oriented direction signing ("TODS") programs.

* Logo displays at December 31, 2025 include 16,405 displays related to the tourist oriented directional signing ("TODS") programs.

TAXABLE REIT SUBSIDIARIES

1 unchanged sentence

A TRS is a subsidiary of a REIT that pays corporate taxes on its taxable income.

The assets held in our TRSs primarily consist of our transit advertising business, advertising services business and our foreign operations.

The assets held in our TRSs primarily consist of our transit advertising business, advertising services business, investments, certain partnerships and our foreign operations.

We may, from time to time, change the election of previously designated TRSs to be treated as qualified REIT subsidiaries (“QRSs”) or other disregarded entities, and may reorganize and transfer certain assets or operations from our TRSs to other subsidiaries, including QRSs.

15 unchanged sentences

Automotive 8 %

Amusement/Attractions 5 %

Amusement - Entertainment/Sports 6 %

Financial - Banks, Credit Unions 4 %

Education 4 %

Public Service 3 %

Building - Construction 4 %

Insurance 3 %

Governmental/Nonprofit 3 %

Outdoor advertising is subject to governmental regulation at the federal, state and local levels.

Regulations generally restrict the size, spacing, lighting and other aspects of advertising structures and pose a significant barrier to entry and expansion in many markets.

Federal law, principally the Highway Beautification Act of 1965 (the “HBA”), regulates outdoor advertising on Federal — Aid Primary, Interstate and National Highway Systems roads.

Federal law, principally the Highway Beautification Act of 1965 (the “HBA”), regulates outdoor advertising on Federal — Aid Primary, Interstate and National Highway System roads.

The HBA requires states, through the adoption of individual Federal/State agreements, to “effectively control” outdoor advertising along these roads, and mandates a state compliance program and state standards regarding size, spacing and lighting.

11 unchanged sentences

Although we have generally been able to obtain satisfactory compensation for those of our billboards purchased or removed as a result of governmental action, there is no assurance that this will continue to be the case in the future.

We have continued to expand the deployment of digital billboards, which display static digital advertising copy from various advertisers that change every 6 to 8 seconds.

We have continued to expand the deployment of digital billboards, which display static digital advertising copy from various advertisers that changes every 6 to 8 seconds.

We have encountered some existing regulations that restrict or prohibit these types of digital displays, but it has not yet materially impacted our digital deployment.

33 unchanged sentences

Wisconsin 2,447 3.4 % 410 3.7 %

South Carolina 2,219 3.1 % 152 1.4 %

New York 2,262 3.2 % 259 2.3 %

South Carolina 2,211 3.1 % 167 1.5 %

Missouri 1,938 2.7 % 308 2.8 %

27 unchanged sentences

As such, we are committed to cultivating a culture where all employees see the opportunity to show up to work as their most authentic selves.

As of December 31, 2024, approximately 37% of our work force was female, 18% of our employees and 33% of our named executive officers identified themselves as minorities, while 33% of our Board of Directors was female and one of our nine directors was a member of a minority group.

We have established several initiatives aimed at further diversifying our work force, including establishing an alliance with several hiring networks that helps bring us a more diverse pool of candidates.

Our Executive Vice President of Human Resources and the HR department are charged with providing training that grows and develops our teams and reinforces our commitment to treat all of our employees with dignity and respect.

As a result of the inflationary environment in the U.S., we have experienced increases in our direct and general and administrative costs, including increases in labor costs, utilities and equipment rentals.

As a result of the inflationary environment in the U.S., we have experienced increases in our direct and general and administrative costs, including increases in labor costs, health insurance, utilities and equipment rentals.

Increases in expenses were largely offset by increases in our advertising rates.

We also experienced increased interest expenses related to rising interest rates.

We will continue to monitor the inflationary environment and these pressures and any resulting impacts on our financial position and results of operations.

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business