What changed in this filing

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Item 1A. Risk Factors

2026-02-20 compared with 2025-02-20 · 36 added, 49 removed, 267 unchanged (24% of the section changed)

38 unchanged sentences

The Company is currently in compliance with all financial covenants.

However, if in the future there are economic declines the Company can make no assurance that these declines will not negatively impact the Company’s financial results and, in turn, its ability to meet these financial covenant requirements.

However, if in the future there are economic declines the Company can give no assurance that these declines will not negatively impact the Company’s financial results and, in turn, its ability to meet these financial covenant requirements.

If Lamar Media fails to comply with its financial covenants, Lamar Media could be in default under the senior credit facility and the Accounts Receivable Securitization Program (which could result in an event of default under the indentures governing its outstanding notes).

13 unchanged sentences

Our UPREIT structure may result in potential conflicts of interest.

We are structured as an “UPREIT,” which stands for “umbrella partnership real estate investment trust.” While limited partners of Lamar Advertising Limited Partnership (the “Operating Partnership”) do not generally have any right to participate in or exercise management power over the business and affairs of the Operating Partnership, they do have the right to vote on certain amendments to the partnership agreement of the Operating Partnership, as well as on certain other matters.

We are structured as an “UPREIT,” which stands for “umbrella partnership real estate investment trust.” While limited partners of Lamar Advertising Limited Partnership (“Lamar LP”) do not generally have any right to participate in or exercise management power over the business and affairs of Lamar LP, they do have the right to vote on certain amendments to the partnership agreement of Lamar LP, as well as on certain other matters.

Persons holding such voting rights may exercise them in a manner that conflicts with the interests of our stockholders.

The partnership agreement of the Operating Partnership provides that, for so long as we own a controlling interest in the Operating Partnership, any conflict that cannot be resolved in a manner not adverse to either our stockholders or the limited partners shall be resolved by the general partner in favor of our stockholders.

Circumstances may arise in the future when the interests of limited partners in the Operating Partnership may conflict with the interests of our stockholders.

The partnership agreement of Lamar LP provides that, for so long as we own a controlling interest in Lamar LP, any conflict that cannot be resolved in a manner not adverse to either our stockholders or the limited partners shall be resolved by the general partner in favor of our stockholders.

Circumstances may arise in the future when the interests of limited partners in Lamar LP may conflict with the interests of our stockholders.

Risks Related to Our Business

3 unchanged sentences

During the year ended December 31, 2025, we completed acquisitions for a total cash purchase price of approximately $191.1 million.

Additionally, Lamar LP issued 1,187,500 Common Units to the owners of Verde Outdoor as the consideration in connection with an acquisition, whereby the assets of Verde Outdoor were contributed to Lamar LP.

The future success of our acquisition strategy could be adversely affected by many factors, including the following:

12 unchanged sentences

The Company continues to assess whether factors or indicators become apparent that would require an interim impairment test between our annual impairment test dates.

For instance, if our market capitalization is below our equity book value for a period of time without recovery, we believe there is a strong presumption that would indicate a triggering event has occurred and it is more likely than not that the fair value of one or more of our reporting units is below the carrying amount.

This would require us to test the reporting units for impairment of goodwill.

9 unchanged sentences

Depending on the contract, the logo provider may or may not be entitled to compensation for the structures at the end of the contract term.

Of the Company’s 24 logo sign contracts in place at December 31, 2024, four are subject to renewal or expiration in 2025.

Of the Company’s 25 logo sign contracts in place at December 31, 2025, seven are subject to renewal or expiration in 2026.

The Company may be unable to renew its expiring contracts.

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

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

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

However, new regulations could be enacted to impose greater restrictions on digital billboards due to alleged concerns over aesthetics or driver safety.

8 unchanged sentences

In addition, the public perception of the effectiveness of our security measures may be harmed and adversely affect our competitive position.

In the event of a security breach, we could suffer significant legal and financial exposure in connection

with remediation efforts, investigations and legal proceedings, which could lead to the need for additional resources in our security and system protection measures.

In the event of a security breach, we could suffer significant legal and financial exposure in connection with remediation efforts, investigations and legal proceedings, which could lead to the need for additional resources in our security and system protection measures.

We have been and expect to continue to be the target of fraudulent activities and security breaches;

3 unchanged sentences

We may incur costs related to ESG initiatives, including those related to producing enhanced mandatory or voluntary disclosures about our business.

Additionally, although we have policies in place with respect to the content we display in customer advertisements, if the content of the advertisements we display is controversial or if our decisions to reject certain ads based on our content policies are viewed negatively, we may face reputational damage.

This could lead to public controversy, decreased customer trust, and potential loss of business.

If we are unable to respond effectively to ESG matters, our reputation, business, financial condition and results of operations could be adversely impacted.

12 unchanged sentences

• it and its corporate subsidiaries, including Lamar Media, will be subject to applicable federal and state income tax, including any applicable state-level alternative minimum tax, on its taxable income at regular corporate rates;

• it and its REIT subsidiaries would be subject to a 15% corporate minimum tax under the Organization for Economic Co-Operation and Development (OECD) Global Anti-Base Erosion Rules (referred to as Pillar Two rules);

• it would be disqualified from REIT tax treatment for the four taxable years following the year during which it was so disqualified.

22 unchanged sentences

Dividends payable by REITs, however, generally are not eligible for the reduced qualified dividend rates.

For taxable years beginning before January 1, 2026, non-corporate taxpayers may generally deduct 20% of certain pass-through business income, including “qualified REIT dividends” (generally, dividends received by a REIT shareholder that are not designated as capital gain dividends or qualified dividend income), subject to certain limitations.

Non-corporate taxpayers may generally deduct 20% of certain pass-through business income, including “qualified REIT dividends” (generally, dividends received by a REIT shareholder that are not designated as capital gain dividends or qualified dividend income), subject to certain limitations.

Although this deduction reduces the effective tax rate applicable to certain dividends paid by REITs, such tax rate may still be higher than the tax rate applicable to regular corporate qualified dividends.

24 unchanged sentences

These actions may reduce its income and amounts available for distribution to its stockholders.

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

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

To qualify as a REIT for U.S.

10 unchanged sentences

The Internal Revenue Code classifies “publicly traded partnerships” as associations taxable as corporations (rather than as partnerships), unless substantially all of their taxable income consists of specified types of passive income.

Lamar Advertising structured the Operating Partnership to be classified as a partnership for federal income tax purposes.

However, no assurance can be given the IRS will not challenge Lamar Advertising’s position or will not classify the Operating Partnership as a “publicly traded partnership” for federal income tax purposes.

To minimize this risk, Lamar Advertising has placed certain restrictions on the transfer and/or redemption of partnership units in the Amended and Restated Limited Partnership Agreement of the Operating Partnership.

If the IRS would assert successfully that the Operating Partnership should be treated as a “publicly traded partnership” and substantially all of the Operating Partnership’s gross income did not consist of the specified types of passive income, the Internal Revenue Code would treat the Operating Partnership as an association taxable as a corporation.

Lamar Advertising structured Lamar LP to be classified as a partnership for federal income tax purposes.

However, no assurance can be given that the IRS will not challenge Lamar Advertising’s position or will not classify Lamar LP as a “publicly traded partnership” for federal income tax purposes.

To minimize this risk, Lamar Advertising has placed certain restrictions on the transfer and/or redemption of partnership units in the Amended and Restated Limited Partnership Agreement of Lamar LP.

If the IRS would assert successfully that Lamar LP should be treated as a “publicly traded partnership” and substantially all of Lamar LP ’s gross income did not consist of the specified types of passive income, the Internal Revenue Code would treat Lamar LP as an association taxable as a corporation.

In such event, the character of our assets and items of gross income would change and would likely prevent us from satisfying the REIT asset and income tests.

This, in turn, would likely prevent Lamar Advertising from qualifying as a REIT.

In addition, the imposition of a corporate tax on the Operating Partnership would reduce the amount of distributions the Operating Partnership

could make to Lamar Advertising and, in turn, reduce the amount of cash available to Lamar Advertising to pay dividends to our shareholders.

The Tax Cuts and Jobs Act, the CARES Act and the Inflation Reduction Act, OECD Global Anti-Base Erosion Rules, as well as any future tax legislation, may impact the Company’s business and security holders.

In recent years, numerous legislative, judicial, and administrative changes have been made in the provisions of federal and state income tax laws applicable to investments similar to an investment in our notes.

In particular, the comprehensive tax reform legislation enacted in December 2017 and commonly known as the Tax Cuts and Jobs Act (“TCJA”) made many significant changes to the U.S.

federal income tax laws that have profoundly impacted the taxation of individuals and corporations (including both regular C corporations and corporations that have elected to be taxed as REITs).

A number of changes that affect noncorporate taxpayers will expire at the end of 2025 unless Congress acts to extend them.

Among other changes, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), signed into law on March 27, 2020, makes certain changes to the TCJA.

These changes have impacted us and holders of our securities in various ways, some of which are adverse or potentially adverse compared to prior law.

Additional changes to tax laws were enacted with the Inflation Reduction Act (“IRA”) of 2022, signed into law on August 16, 2022.

Many of the material provisions of the IRA exempt REITs.

To date, the IRS has issued only limited guidance with respect to certain of the new provisions, and there are numerous interpretive issues that will require further guidance.

It is highly likely that technical corrections of legislation will be needed to clarify certain aspects of the new law and give proper effect to Congressional intent.

The individual and collective impact of the changes made by the TCJA, the CARES Act and the IRA on REITs and their security holders is uncertain and may not become evident for some period of time.

The effect of any technical corrections with respect to the TCJA, the CARES Act or the IRA could have an adverse effect on Lamar Advertising, its subsidiaries, and holders of its securities.

It is also possible additional tax legislation could be enacted in the future, as a result of the COVID-19 pandemic or otherwise, which could have an adverse effect on Lamar Advertising, its subsidiaries, and holders of its securities.

On December 20, 2021, the OECD published model rules to assist in the implementation of the Pillar Two minimum global tax rate of 15%.

The Pillar Two model rules are designed to provide governments with a template for implementing Pillar Two of the agreement reached by 137 countries and jurisdictions under the OECD/G20 Inclusive Framework on BEPS to address the tax challenges arising from digitalization of the economy.

Several OECD member countries have enacted Pillar Two related laws effective January 1, 2024, including Canada, where the Company operates.

It is still uncertain whether the U.S.

will enact Pillar Two legislation.

The Pillar Two Rules, however, do not apply to “Excluded Entities” considered “Real Estate Investment Vehicles” and certain subsidiaries of Excluded Entities.

We do not expect Pillar Two to have a material impact on the Company but additional legislation could be enacted in the future which could have an adverse effect on Lamar Advertising, its subsidiaries, and holders of its securities.

Lamar Advertising may potentially be unable to deduct the full amount of its interest expense pursuant to the TCJA and the CARES Act.

For taxable years beginning after December 31, 2017, interest deductions for businesses with average annual gross receipts of over $25 million are capped at 30% of the business’ “adjusted taxable income” plus business interest income pursuant to the TCJA.

For these purposes, for taxable years beginning after December 31, 2017 and before January 1, 2022, “adjusted taxable income” is computed without regard to deductions allowable for depreciation, amortization, or depletion.

The CARES Act increased the aforementioned 30% limitation to 50% for taxable years beginning in 2019 or 2020 and permitted an entity to elect to use its 2019 adjusted taxable income to calculate the applicable limitation for its 2020 taxable year.

For taxable years beginning after December 31, 2021, “adjusted taxable income” is calculated by taking deductions allowable for depreciation, amortization, or depletion into account.

This limitation, however, does not apply to an “electing real property trade or business.” As a REIT, Lamar Advertising would generally constitute a real property trade or businesses, and thus would retain the ability to fully deduct interest expenses if it makes such an election.

In addition, the imposition of a corporate tax on Lamar LP would reduce the amount of distributions Lamar LP could make to Lamar Advertising and, in turn, reduce the amount of cash available to Lamar Advertising to pay dividends to our shareholders.

Lamar Advertising may potentially be unable to deduct the full amount of its interest expense.

Interest deductions for businesses with average annual gross receipts of over $25 million are capped at 30% of the business’ “adjusted taxable income” plus business interest income pursuant to the Code.

As a REIT, Lamar Advertising would generally constitute a real property trade or business, and thus would retain the ability to fully deduct interest expenses if it makes such an election.

However, an entity making such an election must use a longer depreciation cost recovery period for its property.

Lamar Advertising has not made such election to date and has not yet determined whether it will make such election at a later date.

The rules for business interest expense will apply to Lamar Advertising and at the level of each entity in which or through which Lamar Advertising invests that is not a disregarded entity for U.S.

federal income tax purposes.

To the extent that our interest expense is not deductible, Lamar Advertising’s taxable income will be increased, as will its REIT distribution requirements and the amounts it needs to distribute to avoid incurring income and excise taxes.

Legislative changes or other actions affecting REITs could have a negative effect on Lamar Advertising and its subsidiaries.

4 unchanged sentences

Additional changes to the tax laws, regulations and administrative and judicial interpretations, which may have retroactive application, could adversely affect Lamar Advertising and its subsidiaries.

The Company cannot predict with certainty whether, when, in what forms, or with what effective dates, the tax laws, regulations and administrative and judicial interpretations

applicable to Lamar Advertising may be changed.

The Company cannot predict with certainty whether, when, in what forms, or with what effective dates, the tax laws, regulations and administrative and judicial interpretations applicable to Lamar Advertising may be changed.

Accordingly, the Company cannot assure you that any such change will not significantly affect Lamar Advertising’s ability to qualify for taxation as a REIT or the U.S.

4 unchanged sentences

federal income tax at regular corporate rates and applicable state and local corporate taxes, which may have adverse consequences on its total return to its stockholders.

We are subject to risks related to our use of Artificial Intelligence.

We expect to increasingly use artificial intelligence (“AI”) technologies, including third‑party AI tools, in our operations.

The design, training, and deployment of AI models involve inherent risks and uncertainties that could adversely affect our business, financial condition, and results of operations.

AI systems may produce inaccurate or unreliable outputs, which could lead to flawed business decisions.

Our use of AI also presents heightened risks relating to data privacy, cybersecurity, intellectual property (including inadvertent use or incorporation of third‑party proprietary content), and the protection of confidential, personal, or otherwise sensitive information.

In addition, many aspects of AI are subject to rapidly evolving and, in some cases, unclear or inconsistent laws, regulations, and industry standards.

Failure to comply with, or adapt to, these legal and regulatory developments could result in increased compliance costs, investigations, fines, or litigation.

We also rely to a significant extent on third‑party AI providers;

issues with their systems, security, compliance, or contractual performance could expose us to similar risks.

Any of these events could materially and adversely affect our reputation, competitive position, and operating results.

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 1A. Risk Factors