What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-20 compared with 2025-02-20 · 476 added, 325 removed, 1539 unchanged (34% of the section changed)

66 unchanged sentences

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Assessment of the accounting lease term for the portfolio of billboard land leases

22 unchanged sentences

Cash and cash equivalents $ 64,812 $ 49,461

$ 49,461 $ 44,605

Receivables, net of allowance for doubtful accounts of $ 11,856 and $ 12,404 as of 2025 and 2024, respectively

1 unchanged sentence

Other current assets 53,689 41,009

41,009 27,392

Total current assets 459,723 425,268

Property, plant and equipment (note 5)

4,766,872 4,574,894

Less accumulated depreciation and amortization ( 3,087,972 ) ( 2,974,085 )

3 unchanged sentences

Goodwill (note 6)

2,111,257 2,035,082

Intangible assets, net (note 6)

1,113,829 1,062,601

Other assets 58,597 99,227

6 unchanged sentences

Current operating lease liabilities (note 7)

232,457 218,108

Current financing lease liabilities (note 7)

Accrued expenses (note 8)

138,675 133,943

Deferred income 155,067 153,700

3 unchanged sentences

Operating lease liabilities (note 7)

1,254,080 1,114,407

Financing lease liabilities (note 7)

11,952 13,283

Deferred income tax liabilities (note 12)

Asset retirement obligation (note 10)

624,925 614,713

Other liabilities 52,563 48,588

1 unchanged sentence

Stockholders’ equity (note 14):

Series AA preferred stock, par value $ 0.001 , $ 63.80 cumulative dividends, authorized 5,720 shares;

Series AA preferred stock, par value $ 0.001 , $ 63.80 cumulative dividends, 5,720 shares authorized;

5,720 shares issued and outstanding at 2025 and 2024

3 unchanged sentences

Accumulated comprehensive loss

( 2,803 ) ( 2,954 )

Accumulated deficit

Cost of shares held in treasury, 890,558 and 840,935 shares in 2024 and 2023, respectively

( 1,105,651 ) ( 1,036,582 )

Cost of shares held in treasury, 2,338,692 and 890,558 shares at 2025 and 2024, respectively

( 230,609 ) ( 72,688 )

Non-controlling interest 13,193 849

Stockholders’ equity 1,024,779 1,048,020

1,048,020 1,216,788

Total liabilities and stockholders’ equity $ 6,931,954 $ 6,586,549

$ 6,586,549 $ 6,563,622

See accompanying notes to consolidated financial statements.

7 unchanged sentences

Net revenues (note 2)

$ 2,266,214 $ 2,207,103 $ 2,110,987

Operating expenses (income):

3 unchanged sentences

Depreciation and amortization (note 11)

Gain on disposition of assets ( 6,057 ) ( 5,474 ) ( 15,721 )

326,332 462,967 293,423

Gain on disposition of assets and investments

( 75,941 ) ( 6,057 ) ( 5,474 )

1,492,155 1,675,063 1,435,553

Operating income 774,059 532,040 675,434

1 unchanged sentence

Loss on extinguishment of debt

2,012 270 115

Interest income ( 2,584 ) ( 2,315 ) ( 2,115 )

3 unchanged sentences

Income before income tax expense

614,395 367,470 506,618

Income tax expense (note 12)

Net income 362,939 496,836 438,647

Earnings attributable to non-controlling interest 1,072 1,073 —

21,327 4,531 9,782

593,068 362,939 496,836

Net income attributable to non-controlling interest

5,916 1,072 1,073

Net income attributable to controlling interest

587,152 361,867 495,763

Preferred stock dividends 365 365 365

Net income applicable to common stock

$ 586,787 $ 361,502 $ 495,398

Earnings per share:

Basic earnings per share

$ 5.78 $ 3.54 $ 4.86

Diluted earnings per share

$ 5.77 $ 3.52 $ 4.85

Cash dividends declared per share of common stock $ 6.45 $ 5.65 $ 5.00

3 unchanged sentences

Statements of Comprehensive Income

Net income $ 362,939 $ 496,836 $ 438,647

Other comprehensive (loss) income, net of tax

$ 593,068 $ 362,939 $ 496,836

Other comprehensive income (loss), net of tax

Foreign currency translation adjustments 108 ( 2,526 ) 231

Comprehensive income

Earnings attributable to non-controlling interest 1,072 1,073 —

593,176 360,413 497,067

Net income attributable to non-controlling interest

5,916 1,072 1,073

Comprehensive income attributable to controlling interest

$ 587,260 $ 359,341 $ 495,994

See accompanying notes to consolidated financial statements.

9 unchanged sentences

Comprehensive

(Loss) Accumulated

Deficit Non-controlling Interest Total

Non-controlling Interest Total

Balance, December 31, 2022

Non-cash compensation — — — — 11,012 — — — 11,012

$ — $ 88 $ 14 $ ( 61,358 ) $ 2,061,671 $ ( 659 ) $ ( 804,382 ) $ — $ 1,195,374

Stock-based compensation — — — — 10,323 — — — 10,323

Issuance of 168,176 shares of common stock through stock awards

7 unchanged sentences

Foreign currency translation — — — — — 231 — — 231

Net income — — — — — — 438,647 — 438,647

— — — — — — 495,763 1,073 496,836

Reallocation of capital — — — — ( 1,016 ) — — 397 ( 619 )

Dividends/distributions to common shareholders ($ 5.00 per common share)

3 unchanged sentences

Balance, December 31, 2023

Non-cash compensation — — — — 10,323 — 10,323

$ — $ 88 $ 14 $ ( 67,347 ) $ 2,103,282 $ ( 428 ) $ ( 819,235 ) $ 414 $ 1,216,788

Stock-based compensation — — — — 19,059 — — — 19,059

Issuance of 143,002 shares of common stock through stock awards

7 unchanged sentences

Foreign currency translation — — — — — ( 2,526 ) — — ( 2,526 )

Net income — — — — — — 495,763 1,073 496,836

— — — — — — 361,867 1,072 362,939

Reallocation of capital — — — — ( 1,018 ) — — 1,018 —

4 unchanged sentences

Balance, December 31, 2024

Non-cash compensation — — — — 19,059 — 19,059

$ — $ 89 $ 14 $ ( 72,688 ) $ 2,159,292 $ ( 2,954 ) $ ( 1,036,582 ) $ 849 $ 1,048,020

Stock-based compensation — — — — 15,772 — — — 15,772

Issuance of 174,913 shares of common stock through stock awards

4 unchanged sentences

— — — — 12,790 — — — 12,790

Issuance of 22,000 shares of common stock through redemption of common units of Lamar Advertising Limited Partnership

— — — — 199 — — ( 199 ) —

Purchase of 1,448,134 shares of treasury stock

1 unchanged sentence

Foreign currency translation — — — — — 115 — ( 7 ) 108

Net income — — — — — — 361,867 1,072 362,939

— — — — — — 587,152 5,916 593,068

Verde transaction — — — — 135,520 36 — 12,086 147,642

Reallocation of capital — — — — ( 826 ) — — 826 —

4 unchanged sentences

Balance, December 31, 2025

$ — $ 89 $ 14 $ ( 230,609 ) $ 2,350,546 $ ( 2,803 ) $ ( 1,105,651 ) $ 13,193 $ 1,024,779

See accompanying notes to consolidated financial statements.

6 unchanged sentences

Cash flows from operating activities:

Net income $ 362,939 $ 496,836 $ 438,647

$ 593,068 $ 362,939 $ 496,836

Adjustments to reconcile net income to net cash provided by operating activities:

3 unchanged sentences

Gain on disposition of assets

( 75,941 ) ( 6,057 ) ( 5,474 )

Loss on extinguishment of debt

2,012 270 115

Equity in earnings of investee ( 206 ) ( 5,094 ) ( 3,696 )

Deferred income tax (benefit) expense ( 4,036 ) 2,384 3,212

Deferred tax (benefit) expense

( 7,623 ) ( 4,036 ) 2,384

Provision for doubtful accounts 9,414 8,770 12,737

4 unchanged sentences

Other assets ( 13,120 ) ( 7,424 ) ( 3,363 )

Increase (decrease) in:

(Decrease) increase in:

Trade accounts payable ( 773 ) 3,262 ( 307 )

3 unchanged sentences

Cash flows provided by operating activities

864,049 873,610 783,613

Cash flows from investing activities:

2 unchanged sentences

Decrease in notes receivable

Proceeds from disposition of assets 5,706 7,051 15,649

Proceeds from disposition of assets and investments 127,176 5,706 7,051

Cash flows used in investing activities

( 244,634 ) ( 164,906 ) ( 310,119 )

Cash flows from financing activities:

5 unchanged sentences

Principal payments on financing leases ( 1,331 ) ( 1,331 ) ( 1,331 )

Proceeds received from senior credit facility term loans — — 350,000

Payments on senior credit facility term loans ( 600,000 ) ( 350,000 ) —

Proceeds from senior credit facility term loans 698,250 — —

Proceeds received from accounts receivable securitization program 174,400 86,400 114,900

Payments on accounts receivable securitization program ( 174,400 ) ( 86,400 ) ( 114,900 )

Proceeds received from note offering 400,000 — —

Debt issuance costs ( 14,081 ) ( 464 ) ( 2,951 )

2 unchanged sentences

Cash flows used in financing activities

( 604,316 ) ( 703,425 ) ( 481,635 )

Effect of exchange rate changes in cash and cash equivalents 252 ( 423 ) 127

Net increase (decrease) in cash and cash equivalents

15,351 4,856 ( 8,014 )

Cash and cash equivalents at beginning of year 49,461 44,605 52,619

2 unchanged sentences

Cash paid for interest $ 148,329 $ 165,827 $ 168,011

Cash paid for state and federal income taxes $ 8,505 $ 11,432 $ 16,325

Cash paid for state, federal, and foreign income taxes $ 29,102 $ 8,505 $ 11,432

See accompanying notes to consolidated financial statements.

15 unchanged sentences

In addition, the Company’s foreign assets and operations continue to be subject to taxation in the foreign jurisdictions where those assets are held or those operations are conducted.

On July 1, 2022, the Company's direct wholly owned subsidiary Lamar Media Corp.

("Lamar Media") entered into the Amended and Restated Limited Partnership Agreement (the "Partnership Agreement") of Lamar Advertising Limited Partnership (the "OP") as the initial limited partner, along with its wholly owned subsidiary, Lamar Advertising General Partner, LLC, as the general partner of the OP (the "General Partner").

Lamar Media formed the OP and contributed all of its assets to the OP in connection with the Company's reorganization (the "Reorganization") as a specific type of REIT known as an Umbrella Partnership Real Estate Investment Trust ("UPREIT").

The Company completed the Reorganization to facilitate tax-deferred contributions of properties to the OP in exchange for limited partnership interests in the OP.

The Reorganization did not have a material impact on our consolidated financial statements.

The Company's direct wholly owned subsidiary Lamar Media Corp.

("Lamar Media") is party to the Amended and Restated Limited Partnership Agreement of Lamar Advertising Limited Partnership (“Lamar LP”) as the initial limited partner, along with its wholly owned subsidiary, Lamar Advertising General Partner, LLC, as the general partner of Lamar LP (the "General Partner") and certain other limited partners.

Lamar Media formed Lamar LP and contributed all of its assets to Lamar LP in connection with the Company's reorganization as a specific type of REIT known as an Umbrella Partnership Real Estate Investment Trust ("UPREIT") in July 2022.

For each share of common stock the Company issues, Lamar LP issues a corresponding Common Unit to Lamar Media in exchange for the contributions of the proceeds from the stock issuance.

At December 31, 2025, Lamar Media, together with the General Partner, owned 98.6 % of the Common Units of Lamar LP.

The remaining 1.4 % of the Common Units are owned by unaffiliated investors and certain executives of the Company.

(b) Principles of Consolidation

5 unchanged sentences

• for which discrete financial information is available.

We define the term ‘chief operating decision maker’ to be our executive management group, which consists of our Executive Chairman, President and Chief Executive Officer, and Chief Financial Officer.

Currently, all operations are reviewed on a consolidated basis for budget and business plan performance by our executive management group.

Additionally, operational performance at the end of each reporting period is viewed in the aggregate by our management group.

Any decisions related to changes in invested capital, personnel, operational improvement or training, or to allocate other company resources are made based on the combined results.

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

We manage our business through three operating segments – billboard, logo and transit advertising.

3 unchanged sentences

Depreciation is calculated using the straight-line method over the estimated useful lives of the assets.

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

(d) Goodwill and Intangible Assets

10 unchanged sentences

therefore, the Company was not required to recognize an impairment loss.

Intangible assets, consisting primarily of site locations, customer lists and contracts, and non-competition agreements are amortized using the straight-line method over the assets' estimated useful lives, generally from 2 to 15 years.

Intangible assets, consisting primarily of site locations (acquired permits and leasehold agreements), customer lists and contracts, and non-competition agreements are amortized using the straight-line method over the assets' estimated useful lives, generally from 2 to 15 years.

(e) Impairment of Long-Lived Assets

4 unchanged sentences

The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet.

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

(f) Acquisitions

6 unchanged sentences

The fair value of the assets acquired and liabilities assumed is typically determined by using either estimates of replacement costs or discounted cash flow valuation methods.

When determining the fair value of tangible assets acquired, the Company must estimate the cost to replace the asset with a new asset, adjusted for an estimated reduction in fair value due to

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

age of the asset, and the economic useful life.

When determining the fair value of tangible assets acquired, the Company must estimate the cost to replace the asset with a new asset, adjusted for an estimated reduction in fair value due to age of the asset, and the economic useful life.

When determining the fair value of intangible assets acquired, the Company must estimate the applicable discount rate and the timing and amount of future cash flows.

11 unchanged sentences

Our leases generally do not include a readily determinable implicit rate, therefore, using a portfolio approach, we determine our collateralized incremental borrowing rate to discount the lease payment based on the information available at lease commencement.

Our lease terms include the noncancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor.

Our lease terms include the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor.

The Company has determined we are not reasonably certain to exercise renewals or termination options, and as a result we use the lease’s initial stated term as the lease term for our lease population.

5 unchanged sentences

Production revenue and the related expense for the advertising copy are recognized upon satisfaction of its performance obligation.

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

The Company engages in barter transactions where the Company trades advertising space for goods and services.

10 unchanged sentences

Accordingly, the consolidated financial statements reflect provisions for federal, state, local and foreign income taxes.

The Company recognizes deferred tax assets and liabilities for the future tax consequences

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, as well as operating loss and tax credit carryforwards.

The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, as well as operating loss and tax credit carryforwards.

The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry forwards are expected to be recovered or settled.

7 unchanged sentences

The calculation of basic earnings per share excludes any dilutive effect of stock options, while diluted earnings per share includes the dilutive effect of stock options.

For the years ended December 31, 2024, 2023 and 2022 there were no dilutive shares excluded from the calculation.

No effect is shown for securities that have an anti-dilutive effect.

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

(m) Stock Based Compensation

13 unchanged sentences

Income and expense items are translated at average rates of exchange prevailing during the year.

Foreign currency translation adjustments are recorded as a component of

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

other comprehensive income (loss) in the Consolidated Statements of Income and Comprehensive Income and as a component of accumulated comprehensive income (loss) in the Consolidated Statements of Stockholders’ Equity.

Foreign currency translation adjustments are recorded as a component of other comprehensive income (loss) in the Consolidated Statements of Income and Comprehensive Income and as a component of accumulated comprehensive income (loss) in the Consolidated Statements of Stockholders’ Equity.

(q) Asset Retirement Obligations

8 unchanged sentences

Actual results could differ from those estimates.

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

(s) Comprehensive Income

1 unchanged sentence

Comprehensive income is composed of foreign currency translation effects.

(t) Fair Value Measurements

(t) Fair Value Measurement

The Company determines the fair value of its financial instruments using the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

2 unchanged sentences

("Vistar"), a leading global provider of programmatic technology for the digital out-of-home sector.

This investment is accounted for as an equity method investment and is included in other assets on the Consolidated Balance Sheets.

On February 3, 2025, T-Mobile USA, Inc.

acquired 100 % of Vistar (the "Sale").

In connection with the closing of the Sale, the Company received $ 115,881 in cash consideration for the sale of its 20 % equity interest in Vistar.

Up to an additional $ 14,317 of consideration for the Sale may be received by the Company in the future, upon release of the remaining purchase price for the Sale from escrow in connection with satisfaction of certain post-closing conditions.

During the year ended December 31, 2025, the Company recognized a gain of $ 68,602 related to the transaction.

An income tax expense of $ 13,381 was recorded during 2025 as a result of the Sale, of which $ 21,172 was related to current income tax expense offset by a deferred tax benefit of $ 7,791 .

For the years ended December 31, 2025, 2024 and 2023, related to this investment, the Company recorded $ 206 , $ 5,298 and $ 4,107 , respectively, in equity in earnings of investee on the Consolidated Statements of Income and Comprehensive Income.

See Note 23, "Subsequent Events" for additional information regarding the Company's interest in Vistar.

(v) Subsequent Events

(v) Non-controlling Interests

Non-controlling interest represent the share of consolidated entities owned by third parties.

We recognize each non-controlling holder’s respective share of the estimated fair value of the net assets at the date of formation or acquisition.

Non-controlling interests are subsequently adjusted for the non-controlling holder’s share of additional contributions, distributions and their share of the net income or losses of each respective consolidated entity.

We allocate net income to non-controlling interests based on the weighted average ownership interest during the period.

The net income that is not attributable to us is reflected in Net Income Attributable to Noncontrolling Interest on the consolidated statements of income and comprehensive income .

We do not recognize a gain or loss on ownership transactions with a consolidated entity that do not result in a change in control and recognize the difference between the carrying amount of the non-controlling interest and the consideration paid or received as additional paid-in-capital.

Certain limited partnership interests, including OP units, are exchangeable into cash or sales of our Class A common stock, at our option.

Common stock issued upon exchange of a holder’s non-controlling interest is accounted for at the carrying value of the surrendered limited partnership interest and the difference between the carrying value and the fair value of the common stock issued is recorded to additional paid-in-capital.

(w) Subsequent Events

The Company has performed an evaluation of subsequent events through the date on which the financial statements are issued.

6 unchanged sentences

The majority of our revenues are derived from contracts for advertising space on billboard, logo and transit displays.

Contracts which do not meet the criteria of a lease under ASC 842, Leases are accounted for under ASC 606, Revenue from Contracts with Customers .

Contracts that do not meet the criteria of a lease under ASC 842, Leases , are accounted for under ASC 606, R evenue from Contracts with Customers .

The majority of our advertising space contracts do not meet the definition of a lease under ASC 842 and are therefore accounted for under ASC 606.

18 unchanged sentences

We generally expense sales commissions when incurred because the amortization period is one year or less.

These costs are recorded within direct advertising expense (exclusive of depreciation and amortization).

These costs are recorded within direct advertising expenses (exclusive of depreciation and amortization).

We do not disclose the value of unsatisfied performance obligations as the majority of our contracts with customers have an original expected length of less than one year.

8 unchanged sentences

Year Ended December 31, 2025

During the year ended December 31, 2024, the Company completed several acquisitions of outdoor advertising assets for a total purchase price of $ 45,393 .

Each of these asset purchases was accounted for under the acquisition method of accounting, and, accordingly, the accompanying consolidated financial statements include the results of operations of each acquired entity from the date of acquisition.

During the year ended December 31, 2025, the Company completed over 50 acquisitions of outdoor advertising assets for a total cash purchase price of $ 191,079 .

Each of these acquisitions was accounted for under the acquisition method of accounting, and, accordingly, the accompanying consolidated financial statements include the results of operations of each acquired entity from the date of acquisition.

The acquisition purchase price has been allocated to assets acquired and liabilities assumed based on relative fair value estimates at the dates of acquisition.

13 unchanged sentences

Operating lease liabilities ( 28,163 )

Total acquired intangible assets for the year ended December 31, 2024 were $ 30,210 .

Other assets 36

Verde Outdoor Acquisition.

On July 2, 2025, Lamar LP, the subsidiary operating partnership of the Company and Lamar Media, acquired Verde Outdoor at a value of $ 147,642 through the issuance of 1,187,500 Common Units of Lamar LP.

The acquisition value is based on the Company's common stock price on July 2, 2025.

Pursuant to the terms of the Limited Partnership Agreement of Lamar LP, the Common Units are redeemable by the holder after a holding period, which is generally twelve months, for a cash amount per Common Unit equal to the market value of an equivalent number of shares of common stock of the Company.

At the Company’s option, in lieu of cash, the redemption obligation may be satisfied by issuing shares of Class A common stock of the Company in exchange for Common Units tendered for redemption.

The acquisition of Verde Outdoor includes more than 1,500 billboard faces across ten states.

The following is a summary of the allocation of the purchase price of the Verde Outdoor transaction.

Property, plant and equipment $ 24,156

Goodwill 76,066

Site locations 32,270

Non-competition agreements 850

Customer lists and contracts 14,300

Operating lease right of use assets 14,757

Operating lease liabilities ( 14,757 )

Total acquired intangible assets for the year ended December 31, 2025 were $ 268,804 , of which $ 76,066 was assigned to goodwill.

Goodwill is not amortized for financial statement purposes and no goodwill related to the 2025 acquisitions is expected to be deductible for tax purposes.

The acquired intangible assets have a weighted average useful life of approximately 14 years.

2 unchanged sentences

Year Ended December 31, 2024

During the year ended December 31, 2023, the Company completed several acquisitions of outdoor advertising assets for a total purchase price of $ 138,961 .

During the year ended December 31, 2024, the Company completed over 20 acquisitions of outdoor advertising assets for a total purchase price of $ 45,393 .

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

The acquisition purchase price has been allocated to assets acquired and liabilities assumed based on relative fair value estimates at the dates of acquisition.

1 unchanged sentence

Property, plant and equipment $ 10,600

Goodwill ( 50 )

Site locations 28,346

6 unchanged sentences

Operating lease liabilities ( 1,586 )

Total acquired intangible assets for the year ended December 31, 2023 were $ 101,937 , of which $( 50 ) was assigned to goodwill relating to the finalization of the fair value allocation of the assets acquired and liabilities assumed from Fairway Outdoor and Standard Outdoor in the business combination completed December 9, 2022.

Goodwill is not amortized for financial statement purposes and no goodwill related to 2023 acquisitions is expected to be deductible for tax purposes.

Total acquired intangible assets for the year ended December 31, 2024 were $ 30,210 .

The acquired intangible assets have a weighted average useful life of approximately 14 years.

The intangible assets include customer lists and contracts of $ 11,061 ( 7 year weighted average useful life) and site locations of $ 90,152 ( 15 year weighted

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

average useful life).

The aggregate amortization expense related to the 2023 acquisitions for the year ended December 31, 2023 was approximately $ 3,330 .

As of December 31, 2023, we finalized our fair value allocation of the assets acquired and liabilities assumed from Fairway Outdoor and Standard Outdoor in the business combination completed December 9, 2022.

The changes to our updated fair value allocation of this business combination were considered immaterial and recorded during the year ended December 31, 2023.

The intangible assets include customer lists and contracts of $ 1,302 ( 7 year weighted average useful life) and site locations of $ 28,346 ( 15 year weighted average useful life).

The aggregate amortization expense related to the 2024 acquisitions for the year ended December 31, 2024 was $ 1,214 .

(4) Non-cash Financing and Investing Activities

For the years ended December 31, 2024 and 2022, the Company had non-cash investing activities that resulted in an increase to the asset retirement obligation balance and the carrying value of the related property, plant and equipment in the amount of $ 215,899 and $ 110,321 , respectively, related to the revision in estimate of the Company's asset retirement obligation.

For the year ended December 31, 2025, the Company had non-cash investing activities related to the acquisition of Verde Outdoor of $ 147,642 .

For the year ended December 31, 2024, the Company had non-cash investing activities that resulted in an increase to the asset retirement obligation balance and carrying value of the related property, plant and equipment in the amount of $ 215,899 , related to the revision in estimate of the Company’s asset retirement obligation.

For the years ended December 31, 2025, 2024 and 2023, there were non-cash investing and financing activities for the recognition of ROU assets and lease liabilities at lease commencement as disclosed in Note 7, “Leases”.

10 unchanged sentences

176,084 157,577

$ 4,574,894 $ 4,274,831

Property, plant and equipment $ 4,766,872 $ 4,574,894

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

(6) Goodwill and Other Intangible Assets

19 unchanged sentences

Balance as of December 31, 2024

Goodwill acquired during the year 76,066

Purchase price adjustments and other 109

Balance as of December 31, 2025

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

Amortization expense for the years ended December 31, 2025, 2024 and 2023 was $ 144,364 , $ 141,892 and $ 140,033 , respectively.

10 unchanged sentences

As we enter into new or renew current transit agreements, those agreements will not likely meet the criteria of a lease under ASC 842, therefore they will no longer be accounted for as a lease.

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

Financing lease right of use assets are amortized over the life of the lease which is recorded in depreciation and amortization on the Consolidated Statements of Income and Comprehensive Income.

2 unchanged sentences

10 unchanged sentences

The weighted-average discount rate of our operating leases is 5.3 %.

During the years ended December 31, 2024 and 2023, we obtained $ 24,627 and $ 24,999 ,

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

respectively, of leased assets in exchange for new operating lease liabilities, which includes liabilities obtained through acquisitions.

During the years ended December 31, 2025 and 2024, we obtained $ 79,350 and $ 24,627 , respectively, of leased assets in exchange for new operating lease liabilities, which includes liabilities obtained through acquisitions.

Lease terminations during the year resulted in a $ 7,454 and $ 5,068 reduction to operating lease liabilities for the years ended December 31, 2025 and 2024, respectively.

5 unchanged sentences

Total operating lease liabilities $ 1,486,537

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

During the years ended December 31, 2025 and 2024, we obtained no new leased assets in exchange for new financing lease liabilities.

4 unchanged sentences

As we enter into new or renew current transit agreements, those agreements do not meet the criteria of a lease under ASC 842, therefore they are no longer accounted for as a lease.

For the years ended December 31, 2024, 2023 and 2022, non-lease variable transit expenses were $ 97,099 , $ 87,688 and $ 78,877 , respectively.

For the years ended December 31, 2025, 2024 and 2023, non-lease variable transit payments were $ 100,276 , $ 97,099 and $ 87,688 , respectively.

These transit expenses are recorded in direct advertising expenses (exclusive of depreciation and amortization) on the Consolidated Statements of Income and Comprehensive Income.

8 unchanged sentences

$ 138,675 $ 133,943

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

(9) Long-term Debt

9 unchanged sentences

4 % Senior Notes

549,674 3,994 545,680

4 7/8% Senior Notes 400,000 2,405 397,595

5 3/8% Senior Notes 400,000 6,167 393,833

Other notes with various rates and terms 814 — 814

2 unchanged sentences

Long-term debt, excluding current maturities $ 3,198,380 $ 29,517 $ 3,168,863

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

December 31, 2024

7 unchanged sentences

4 % Senior Notes

549,595 4,854 544,741

4 7/8% Senior Notes 400,000 3,107 396,893

15 unchanged sentences

On February 6, 2020, Lamar Media entered into a Fourth Amended and Restated Credit Agreement (the “Fourth Amended and Restated Credit Agreement”) with certain of Lamar Media’s subsidiaries as guarantors, JPMorgan Chase Bank, N.A.

as administrative agent and the lenders party thereto, under which the parties agreed to amend and restate Lamar Media’s

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

existing senior credit facility.

as administrative agent and the lenders party thereto, under which the parties agreed to amend and restate Lamar Media’s existing senior credit facility.

The Fourth Amended and Restated Credit Agreement amended and restated the Third Amended and Restated Credit Agreement dated as of May 15, 2017, as amended (the “Third Amended and Restated Credit Agreement”).

The senior credit facility, as established by the Fourth Amended and Restated Credit Agreement (the “senior credit facility”), consists of (i) a $ 750,000 senior secured revolving credit facility which will mature on July 31, 2028, subject to certain conditions (see description of Amendment No.

4 below) (the “revolving credit facility”), (ii) a $ 600,000 senior secured Term B loan facility (the “Term B loans”) which will mature on February 6, 2027, (iii) an incremental facility (the “Incremental Facility”) pursuant to which Lamar Media may incur additional term loan tranches or increase its revolving credit facility subject to a pro forma secured debt ratio of 4.50 to 1.00, as well as certain other conditions including lender approval.

Lamar Media borrowed all $ 600,000 in Term B loans on February 6, 2020.

The entire amount of the Term B loans will be payable at maturity.

The net proceeds from the Term B loans, together with borrowings under the revolving portion of the senior credit facility and a portion of the proceeds of the issuance of the 3 3/4% Senior Notes due 2028 and 4 % Senior Notes due 2030 (both as described below), were used to repay all outstanding amounts under the Third Amended and Restated Credit Agreement, and all revolving commitments under that facility were terminated.

The Term B loans mature on February 6, 2027 with no required amortization payments.

The Term B loans bear interest at rates based on the Term Secured Overnight Financing Rate ("Term SOFR") plus a credit spread adjustment of 0.10 % (Term SOFR plus such credit spread adjustment, the "Adjusted Term SOFR Rate") or the Adjusted Base Rate, at Lamar Media’s option.

Term B loans bearing interest at a rate based on Term SOFR bear interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 1.50 %.

Term B loans bearing interest at a rate based on the Adjusted Base Rate bear interest at a rate per annum equal to the Adjusted Base Rate plus 0.50 %.

The senior credit facility, as established by the Fourth Amended and Restated Credit Agreement (as amended by the Amendments, as defined below) (the “senior credit facility”), consists of (i) a $ 750,000 senior secured revolving credit facility which will mature on July 31, 2028, subject to certain conditions (see description of Amendment No.

4 below) (the “revolving credit facility”), (ii) a $ 700,000 senior secured Term B loan facility (the “Term B loans”) which will mature on September 23, 2032, and (iii) an incremental facility (the “Incremental Facility”) pursuant to which Lamar Media may incur additional term loan tranches or additional incremental revolving facilities, or increase its existing revolving credit facility subject to a pro forma secured debt ratio of 4.50 to 1.00, as well as certain other conditions including lender approval.

The revolving credit facility bears interest at rates based on Term SOFR ("Term SOFR revolving loans”) or the Adjusted Base Rate (“Base Rate revolving loans”), at Lamar Media’s option.

2 unchanged sentences

The guarantees, covenants, events of default and other terms of the senior credit facility apply to the Term B loans and revolving credit facility.

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

On July 29, 2022, Lamar Media entered into Amendment No.

4 unchanged sentences

2 established the Term A loans as a new class of incremental term loans.

The Term A loans were set to mature on February 6, 2025 with no required amortization payments prior to maturity and bore interest at rates based on the Term SOFR ("Term SOFR Term A loans") or the Adjusted Base Rate ("Base Rate Term A loans"), at Lamar Media's option.

Term SOFR Term A loans bore interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 1.50 % (or the Adjusted Term SOFR Rate plus 1.25 % at any time the Total Debt Ratio is less than or equal to 3.25 to 1).

Base Rate Term A loans bore interest at a rate per annum equal to the Adjusted Base Rate plus 0.50 % (or the Adjusted Base Rate plus 0.25 % at any time the total debt ratio is less than or equal to 3.25 to 1).

The covenants, events of default and other terms of the senior credit facility apply to the Term A loans.

Lamar Media borrowed all $ 350,000 in Term A loans on July 29, 2022.

Proceeds from the Term A loans were used to repay outstanding balances on the revolving credit facility and a portion of the outstanding balance on the Accounts Receivable Securitization Program.

The Term A loans were set to mature on February 6, 2025 with no required amortization payments prior to maturity.

Lamar Media borrowed all $ 350,000 in Term A loans on July 29, 2022 and proceeds from the Term A loans were used to repay outstanding balances on the revolving credit facility and a portion of the outstanding balance on the Accounts Receivable Securitization Program.

The Term A loans were subsequently repaid in full on July 31, 2024.

4 unchanged sentences

Amendment No.

3 replaced the London Interbank Offered Rates as administered by the ICE Benchmark Administration with Term SOFR as the successor rate, as set in the Fourth Amended and Restated Credit Agreement.

3 replaced the London Interbank Offered Rate as administered by the ICE Benchmark Administration with Term SOFR as the successor rate, as set in the Fourth Amended and Restated Credit Agreement.

All other material terms and conditions of the Fourth Amended and Restated Credit Agreement remain unchanged by Amendment No.

4 unchanged sentences

Amendment No.

4 extends the maturity date of Lamar Media's $ 750,000

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

revolving credit facility such that the revolving credit facility matures July 31, 2028;

provided, that, if on the date (a "Springing Maturity Test Date") that is 91 days prior to either the then scheduled maturity date of Lamar Media's Term B loans (which is currently February 6, 2027) or the February 15, 2028 maturity date of Lamar Media's 3 3/4% Notes, the Company and its restricted subsidiaries do not have sufficient liquidity (defined as unrestricted cash and cash equivalents of the Company and its restricted subsidiaries plus unused commitments under the revolving credit facility) to repay in full the aggregate outstanding amount (including all accrued and unpaid interest, premiums and make-whole amounts (if any)) of the Term B loans or the 3 3/4% Notes (as applicable), the revolving credit facility will mature on such Springing Maturity Test Date.

4 extends the maturity date of Lamar Media's $ 750,000 revolving credit facility such that the revolving credit facility matures July 31, 2028;

provided, that, if on the date (a "Springing Maturity Test Date") that is 91 days prior to the February 15, 2028 maturity date of Lamar Media's 3 3/4% Notes, the Company and its restricted subsidiaries do not have sufficient liquidity (defined as unrestricted cash and cash equivalents of the Company and its restricted subsidiaries plus unused commitments under the revolving credit facility) to repay in full the aggregate outstanding amount (including all accrued and unpaid interest, premiums and make-whole amounts (if any)) of the 3 3/4% Notes, the revolving credit facility will mature on such Springing Maturity Test Date.

On the maturity date of the revolving credit facility, the entire principal amount of revolving loans outstanding under the revolving credit facility, together with all accrued and unpaid interest on such revolving loans, will be due and payable.

3 unchanged sentences

4 amends the provisions of the Fourth Amended and Restated Credit Agreement related to incremental facilities to allow Lamar Media to establish, from time to time, one or more new incremental revolving facilities on the terms, and subject to the conditions, set forth therein.

As of December 31, 2024, there were $ 284,000 in outstanding borrowings under the revolving credit facility.

On September 23, 2025, Lamar Media entered into Amendment No.

5 (the “Amendment No.

5”, and together with the Amendment, the Amendment No.

2, the Amendment No.

3 and the Amendment No.

4, the “Amendments”) to the Fourth Amended and Restated Credit Agreement with certain of Lamar Media’s subsidiaries as guarantors, JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto.

Amendment No.

5 established the Term B loans as a new class of incremental term loans.

Lamar Media borrowed all $ 700,000 in Term B loans on September 23, 2025.

Proceeds from the Term B loans were used to repay $ 600,000 in Term B loans previously outstanding, with the remainder used to repay a portion of the outstanding balance on the revolving credit facility.

The Term B loans will mature on September 23, 2032 (or if such day is not a Business Day, the next Business Day) and the entire principal amount of the Term B loans then outstanding, together with all accrued and unpaid interest on the Term B loans, will be due and payable on such date.

The Term B loans bear interest at rates based on the Adjusted Term SOFR Rate (“Term Benchmark Term B Loans”) or the Adjusted Base Rate (“Base Rate Term B Loans”) at Lamar Media’s option.

For purposes of the Term B Loans, the “Adjusted Term SOFR Rate” is a rate per annum equal to the Term SOFR Rate for the applicable interest period, plus 0.00 %.

Term Benchmark Term B Loans bear interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 1.50 % and Base Rate Term B Loans bear interest at a rate per annum equal to the Adjusted Base Rate plus 0.50 %.

The covenants, events of default and other terms of the senior credit facility (all of which are unchanged by Amendment No.

5) apply to the Term B loans.

As of December 31, 2025, there were no outstanding borrowings under the revolving credit facility.

Availability under the revolving credit facility is reduced by the amount of any letters of credit outstanding.

Lamar Media had $ 7,778 in letters of credit outstanding as of December 31, 2025 resulting in $ 742,222 of availability under the revolving credit facility.

Revolving credit loans may be requested under the revolving credit facility at any time prior to its maturity on July 31, 2028.

Revolving credit loans may be requested under the revolving credit facility at any time prior to its maturity.

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

The terms of Lamar Media’s senior credit facility and the indentures relating to Lamar Media’s outstanding notes restrict, among other things, the ability of Lamar Advertising and Lamar Media to:

9 unchanged sentences

Accounts Receivable Securitization Program

On December 18, 2018, Lamar Media entered into a $ 175,000 Receivable Financing Agreement (the "Receivable Financing Agreement") with its wholly-owned special purpose entities, Lamar QRS Receivables, LLC and Lamar TRS Receivables, LLC (the “Special Purpose Subsidiaries”) (the "Accounts Receivable Securitization Program").

On December 18, 2018, Lamar Media entered into a $ 175,000 Receivables Financing Agreement (the "Receivables Financing Agreement") with its wholly-owned special purpose entities, Lamar QRS Receivables, LLC and Lamar TRS Receivables, LLC (the “Special Purpose Subsidiaries”) (the "Accounts Receivable Securitization Program").

The Accounts Receivable Securitization Program is limited to the availability of eligible accounts receivable collateralizing the borrowings under the agreements governing the Accounts Receivable Securitization Program.

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

Pursuant to two separate Purchase and Sale Agreements dated December 18, 2018, each of which is among Lamar Media as initial Servicer, certain of Lamar Media’s subsidiaries and a Special Purpose Subsidiary, the subsidiaries sold substantially all of their existing and future accounts receivable balances to the Special Purpose Subsidiaries.

5 unchanged sentences

The Accounts Receivable Securitization Program was set to mature on July 21, 2025, but was subsequently extended to October 15, 2027 by the Seventh Amendment to the Receivables Financing Agreement dated October 15, 2024.

provided, that, if on the date (a “Securitization Springing Maturity Test Date”) that is 91 days prior to the then scheduled maturity date of Lamar Media’s Term Loan B loans (which is currently February 6, 2027), (a) any of the outstanding Term B loans has a scheduled maturity date prior to the date that is 91 days prior to the then scheduled maturity date of Lamar Media’s revolving credit facility (which is currently July 31, 2028) and (b) the Company and its restricted subsidiaries do not have sufficient liquidity (defined as (i) unused commitments under the revolving credit facility plus (ii) unrestricted cash and cash equivalents of the Company and its restricted subsidiaries plus (iii) borrowing availability under the Accounts Receivable Securitization Program) to repay in full the aggregate outstanding amount (including all accrued and unpaid interest, premiums and make-whole amounts (if any)) of the Term Loan B loans, then the Accounts Receivable Securitization Program will mature on such Securitization Springing Maturity Test Date.

Lamar Media may amend the facility to further extend the maturity date, enter into a new securitization facility with a different maturity date, or refinance the indebtedness outstanding under the Accounts Receivable Securitization Program using borrowings under its senior credit facility or from other financing sources.

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

As of December 31, 2025, there was $ 250,000 outstanding aggregate borrowings under the Accounts Receivable Securitization Program.

9 unchanged sentences

The institutional private placement on August 19, 2020 resulted in net proceeds to Lamar Media of approximately $ 146,900 .

At any time prior to February 15, 2025, Lamar Media may redeem some or all of the 4 % Notes at a price equal to 100 % of the aggregate principal amount, plus accrued and unpaid interest thereon and a make-whole premium.

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

February 15, 2025, Lamar Media may redeem the 4 % Notes, in whole or in part, in cash at redemption prices specified in the 4 % Notes.

On or after February 15, 2025, Lamar Media may redeem the 4 % Notes, in whole or in part, in cash at redemption prices specified in the 4 % Notes.

In addition, if the Company or Lamar Media undergoes a change of control, Lamar Media may be required to make an offer to purchase each holder’s 4 % Notes at a price equal to 101 % of the principal amount of the 4 % Notes, plus accrued and unpaid interest, up to but not including the repurchase date.

9 unchanged sentences

In addition, if the Company or Lamar Media undergoes a change of control, Lamar Media may be required to make an offer to purchase each holder’s 4 7/8% Notes at a price equal to 101 % of the principal amount of the 4 7/8% Notes, plus accrued and unpaid interest, up to but not including the repurchase date.

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

3 5/8% Senior Notes

4 unchanged sentences

In addition, if the Company or Lamar Media undergoes a change of control, Lamar Media may be required to make an offer to purchase each holder's 3 5/8% Notes at a price equal to 101 % of the principal amount of the 3 5/8% Notes, plus accrued and unpaid interest, up to but not including the repurchase date.

5 3/8% Senior Notes

On September 25, 2025, Lamar Media completed an institutional private placement of $ 400,000 aggregate principal amount of 5 3/8% Senior Notes due 2033 (the “5 3/8% Notes”).

The institutional private placement on September 25, 2025 resulted in net proceeds to Lamar Media of approximately $ 393,500 .

Lamar Media used the proceeds from this offering, together with borrowings on the Term B loans, to pay off the balance outstanding on the revolving credit facility as well as pay down a portion of the balance on the Accounts Receivable Securitization Program.

Lamar Media may redeem up to 40 % of the aggregate principal amount of 5 3/8% Notes, at any time and from time to time, at a price equal to 105.375 % of the aggregate principal amount redeemed, plus accrued and unpaid interest thereon, with the net cash proceeds of certain public equity offerings completed before November 1, 2028, provided that following the redemption, at least 60% of the 5 3/8% Notes that were originally issued remain outstanding and any such redemption occurs within 120 days following the closing of any such public equity offering.

At any time prior to November 1, 2028, Lamar Media may redeem some or all of the 5 3/8% Notes at a price equal to 100 % of the aggregate principal amount, plus accrued and unpaid interest thereon and a make-whole premium.

On or after November 1, 2028, Lamar Media may redeem the 5 3/8% Notes, in whole or in part, in cash at redemption prices specified in the 5 3/8% Notes.

In addition, if the Company or Lamar Media undergoes a change of control and a rating of the 5 3/8% Notes is reduced, Lamar Media may be required to make an offer to purchase each holder's 5 3/8% Notes at a price equal to 101 % of the principal amount of the 5 3/8% Notes, plus accrued and unpaid interest, up to but not including the repurchase date.

Exchange Offers

1 unchanged sentence

In September 2021, the Company completed a subsequent exchange offer with respect to the 3 5/8% Notes for substantially identical notes registered under the Securities Act of 1933, as amended.

The Company will not complete a subsequent exchange offer with respect to the 5 3/8% Notes issued in September 2025.

Debt Repurchase Program

The Company’s Board of Directors has authorized Lamar Media to repurchase up to $ 250,000 outstanding senior or senior subordinated notes and other indebtedness outstanding from time to time under its Fourth Amended and Restated Credit Agreement.

The Company’s Board of Directors authorized Lamar Media to repurchase up to $ 250,000 in outstanding senior or senior subordinated notes and other indebtedness outstanding from time to time under its Fourth Amended and Restated Credit Agreement.

On September 24, 2024, the Board of Directors authorized the extension of the repurchase program through March 31, 2026.

5 unchanged sentences

(10) Asset Retirement Obligation

The Company’s asset retirement obligation includes the costs associated with the removal of its structures, resurfacing of the land and retirement cost, if applicable, related to the Company’s outdoor advertising portfolio.

The Company’s asset retirement obligation includes the costs associated with the removal of its structures, resurfacing of the land and retirement costs, if applicable, related to the Company’s outdoor advertising portfolio.

The following table reflects information related to our asset retirement obligations:

6 unchanged sentences

Additions to asset retirement obligations 7,219

Revision in estimates 215,899

Accretion expense 11,063

1 unchanged sentence

Balance at December 31, 2025

Revision in estimates in December 31, 2024 of $ 215,899 reflects changes in cost estimates to remove structures and resurface land for structures that reside on leased land in the Company's outdoor advertising portfolio.

Revision in estimates in the year ended December 31, 2024 of $ 215,899 reflects changes in cost estimates to remove structures and resurface land for structures that reside on leased land in the Company’s outdoor advertising portfolio.

(11) Depreciation and Amortization

7 unchanged sentences

$ 326,332 $ 462,967 $ 293,423

The increase in the amount of depreciation and amortization expense excluded from direct advertising expense for the year ended December 31, 2024 is due to the revision in the removal cost estimate included in the calculation of asset retirement obligations during the period.

(12) Income Taxes

9 unchanged sentences

(Dollars in thousands, except share and per share data)

Income tax expense consists of the following:

Income tax expense (benefit) consists of the following:

Current Deferred Total

14 unchanged sentences

$ 7,398 $ 2,384 $ 9,782

As of December 31, 2024, the Company had income taxes receivable of $ 2,104 which was recorded within other current assets on the Consolidated Balance Sheets.

The year ended December 31, 2025 includes an expense of $ 21,172 in current income tax expense and a benefit of $( 7,791 ) in deferred income tax (benefit) related to the sale of our investment in Vistar Media, Inc.

As of December 31, 2025 and 2024, the Company had income taxes receivable of $ 1,329 and $ 2,104 , respectively, which was recorded within other current assets on the Consolidated Balance Sheets.

As of December 31, 2025 and 2024, the Company had income taxes payable of $ 742 and $ 199 , respectively, which was recorded within accrued expenses on the Consolidated Balance Sheets.

and foreign components of earnings before income taxes are as follows:

and foreign components of earnings (loss) before income taxes are as follows:

2025 2024 2023

2 unchanged sentences

Total $ 614,395 $ 367,470 $ 506,618

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

A reconciliation of significant differences between the reported amount of income tax expense and the expected amount of income tax expense that would result from applying the U.S.

federal statutory income tax rate of 21 percent to income before taxes for the 2024, 2023 and 2022 tax years is as follows:

2024 2023 2022

federal statutory income tax rate of 21 percent to income before taxes for the December 31, 2025, 2024 and 2023 tax years is as follows:

Amount Percent

federal statutory rate $ 129,023 21.00 %

State and local income taxes, Net of federal income tax effect (1)

Foreign tax effects

Other foreign jurisdictions 1,921 0.31 %

Changes in valuation allowances 514 0.08 %

Nontaxable or nondeductible items 1,370 0.22 %

Changes in unrecognized tax benefits ( 1,504 ) ( 0.24 ) %

Other adjustments

Tax adjustment related to REIT ( 111,318 ) ( 18.11 ) %

Effective tax rate $ 21,327 3.47 %

(1) For the year ended December 31, 2025, state and local taxes in Texas, Louisiana, Oregon, Florida, and Wisconsin made up the majority (greater than 50%) of the tax effect in this category.

Income tax expense at U.S.

federal statutory rate $ 77,166 $ 106,390

Tax adjustment related to REIT (a)

Tax adjustment related to REIT (1)

( 76,410 ) ( 101,486 )

2 unchanged sentences

Stock-based compensation 4,814 513

Valuation allowance (b)

548 875 ( 14,984 )

Undistributed earnings of foreign subsidiaries (c)

Valuation allowance (2)

Undistributed earnings of foreign subsidiaries (3)

( 55 ) ( 95 )

Jurisdictional tax rate change ( 5,417 ) —

Other differences, net (d)

( 1,038 ) ( 1,721 ) 20,976

Other differences, net ( 1,038 ) ( 1,721 )

Income tax expense $ 4,531 $ 9,782

(a) Includes dividend paid deduction of $ 121,466 , $ 107,137 and $ 106,129 for the tax years ended December 31, 2024, 2023 and 2022, respectively.

(1) Includes dividend paid deduction of $ 121,466 and $ 107,137 for the tax years ended December 31, 2024 and 2023, respectively.

(2) For the year ended December 31, 2024, a non-cash valuation allowance of $ 548 was recorded to income tax expense due to our limited ability to utilize Canada deferred tax assets in future years.

For the year ended December 31, 2023, a non-cash valuation allowance of $ 875 was recorded to income tax expense due to our limited ability to utilize Puerto Rico and Canada deferred tax assets in future years.

(3) Management does not assert that the undistributed earnings of our Canadian subsidiaries will be permanently reinvested.

For the years ended December 31, 2024 and 2023, we recognized a deferred tax benefit of $ 55 and $ 95 , respectively, for future foreign withholding taxes related to undistributed earnings.

LAMAR ADVERTISING COMPANY

2 unchanged sentences

(Dollars in thousands, except share and per share data)

(b) For the years ended December 31, 2024, 2023 and 2022, a non-cash valuation allowance of $ 548 , $ 875 and ($ 14,984 ), respectively, was recorded to income tax expense (benefit) due to our limited ability to utilize Puerto Rico and Canada deferred tax assets in future years.

(c) Management does not assert that the undistributed earnings of our Canadian subsidiaries will be permanently reinvested.

For the years ended December 31, 2024, 2023 and 2022, we recognized a deferred tax benefit of $ 55 , $ 95 and $ 84 , respectively, for future foreign withholding taxes related to undistributed earnings.

(d) Under Section 1031.01(b)(10) of the 2011 Puerto Rico Code, net operating losses and the tax basis of any other assets shall be reduced for forgiveness of debt to the extent by which the taxpayer is insolvent.

As a result, a non-cash expense of $ 15,201 was recorded to income tax expense for the reduction of Puerto Rico deferred tax assets for the year ended December 31, 2022.

The Puerto Rico income tax withholding rate applicable on the accrued interest of the debt is 29 % .

As a result, for the year ended December 31, 2022, a cash expense of $ 5,068 was recorded to income tax expense.

The tax effect of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are presented below:

3 unchanged sentences

Tax credit carry forwards 514 514

Charitable contributions carry forward — 2

Intangibles 1,778 785

Investment in partnerships 3,865 —

Lease liabilities 1,264 —

Gross deferred tax assets 11,191 5,158

2 unchanged sentences

Deferred tax liabilities:

Intangibles — ( 4,926 )

Accrued liabilities not deducted for tax purposes ( 1,948 ) ( 2,214 )

2 unchanged sentences

Undistributed earnings of foreign subsidiaries ( 748 ) ( 708 )

Right of use asset ( 1,497 ) —

Gross deferred tax liabilities ( 4,639 ) ( 9,762 )

Net deferred tax liabilities $ ( 417 ) $ ( 8,006 )

Classification in the consolidated balance sheet:

Noncurrent deferred tax assets $ 332 $ —

Noncurrent deferred tax liabilities ( 749 ) $ ( 8,006 )

Net deferred tax liabilities $ ( 417 ) $ ( 8,006 )

As of December 31, 2025, we have approximately $ 8,842 of U.S.

net operating loss carry forwards to offset future taxable income all of which is subject to Internal Revenue Code §382 limitation but will be available to be fully utilized by no later than 2027.

net operating loss carryforwards to offset future taxable income.

Of this amount, $ 8,627 is subject to Internal Revenue Code §382 limitation but will be available to be fully utilized by no later than 2027.

These carry forwards expire between 2032 through 2037.

As of December 31, 2024, we have approximately $ 1,427,833 of state net operating loss carry forwards before valuation allowances.

As of December 31, 2025, we have approximately $ 795 of U.S.

tax credit carryforwards before valuation allowances available to offset future federal income tax.

These federal tax credit carry forwards expire between 2026 through 2031.

As of December 31, 2025, we have approximately $ 1,130,403 of state net operating loss carryforwards before valuation allowances.

These state net operating losses are available to reduce future taxable income and expire at various times and amounts.

3 unchanged sentences

These carry forwards expire between 2027 and 2045.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those jurisdictions during the periods in which those temporary differences become deductible.

Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carry back and carry forward periods), projected future taxable income, and tax-planning strategies in making this assessment.

In order to fully realize the deferred tax assets, the Company will need to generate future taxable income before the expiration of the carry

LAMAR ADVERTISING COMPANY

2 unchanged sentences

(Dollars in thousands, except share and per share data)

forwards governed by the tax code.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

In order to fully realize the deferred tax assets, the Company will need to generate future taxable income before the expiration of the carry forwards governed by the tax code.

Based on the current level of pretax earnings, the Company will not generate the minimum amount of future taxable income to support the realization of the deferred tax assets.

As a result, management has determined that a valuation allowance related to Canada net operating loss carry forwards and other deferred tax assets is necessary.

The valuation allowance for Canada deferred tax assets as of December 31, 2024 and 2023 was $ 3,402 and $ 1,235 , respectively.

For this same reason, there was also a valuation allowance for Puerto Rico deferred tax assets as of December 31, 2023 of $ 4,098 .

Our Puerto Rico subsidiaries were dissolved during the year ended December 31, 2024.

The net change in the total valuation allowance for the years ended December 31, 2024 and 2023 was a (decrease) increase of $( 1,931 ) and $ 898 , respectively.

The valuation allowance for Canadian deferred tax assets as of December 31, 2025 and 2024 was $ 6,068 and $ 3,402 , respectively.

For this same reason, there was also a valuation allowance for U.S.

deferred tax assets related to federal tax credits and state net operating loss carry forwards necessary as of December 31, 2025.

As of December 31, 2025, the valuation allowance for U.S.

deferred tax assets related to federal tax credits and state net operating loss carry forwards was $ 514 and $ 386 , respectively.

The net change in the total valuation allowance for the years ended December 31, 2025 and 2024 was an increase of $ 3,567 and a decrease of ($ 1,931 ), respectively.

The amount of the deferred tax asset considered realizable, however, could be adjusted in the near term if estimates of future taxable income during the carry forward period increase.

1 unchanged sentence

Management does not designate these earnings as permanently reinvested and has recognized a deferred tax liability of approximately $ 748 related to foreign withholding taxes on these earnings.

We have recognized a current year tax benefit of $ 55 related to 2024 earnings.

We have recognized a current year tax expense of $ 6 related to December 31, 2025 earnings.

Under ASC 740, Income Taxes , we provide for uncertain tax positions, and the related interest, and adjust recognized tax benefits and accrued interest accordingly.

1 unchanged sentence

Balance as of December 31, 2022

Additions for tax positions related to current year 718

Additions for tax positions related to prior years 703

1 unchanged sentence

Balance as of December 31, 2023

Additions for tax positions related to current year 71

Additions for tax positions related to prior years 317

Reductions for tax positions related to prior years ( 1,396 )

Lapse of statute of limitations ( 798 )

8 unchanged sentences

During the year ended December 31, 2025, we recognized a benefit to interest and penalties of $ 677 .

During the years ended December 31, 2023, and 2022, we recognized $ 76 and $ 212 of expense in interest and penalties, respectively.

During the year ended December 31, 2024, we recognized a benefit to interest and penalties of $ 71 .

During the year ended December 31, 2023, we recognized $ 76 of expense in interest and penalties.

The Company had $ 648 and $ 1,325 of interest and penalties accrued at December 31, 2025 and 2024, respectively.

Within the next twelve months, we expect to decrease our unrecognized tax benefits by approximately $ 1,560 as a result of the expiration of statute of limitations.

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

We are subject to income taxes in the U.S.

and nearly all states.

In addition, the Company is subject to income taxes in Canada and the Commonwealth of Puerto Rico.

We are no longer subject to U.S federal income tax examinations by tax authorities for years prior to 2021, or for any U.S.

In addition, the Company is subject to income taxes in Canada and was subject to income taxes in the Commonwealth of Puerto Rico prior to the year ended December 31, 2025.

We are no longer subject to U.S.

federal income tax examinations by tax authorities for years prior to 2022, or for any U.S.

state income tax audit prior to 2021.

3 unchanged sentences

While it is uncertain whether the U.S.

will enact Pillar Two legislation, Canada where the Company operates has enacted

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

Pillar Two legislation.

will enact Pillar Two legislation, Canada, where the Company operates, has enacted 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.

1 unchanged sentence

For those entities not considered Excluded Entities, Pillar Two did not have a material impact on the Company’s effective tax rate or the Company’s Consolidated Statements of Operations and Comprehensive Loss.

Income taxes paid (net of refunds received) are presented below:

federal $ 26,565

State and local - other 2,155

Foreign - other 382

Total $ 29,102

(13) Related Party Transactions

17 unchanged sentences

For the years ended December 31, 2025, 2024 and 2023, the Company recognized revenue of $ 26,069 , $ 25,333 and $ 12,050 , respectively, from advertisements generated through Vistar's programmatic technology platform.

We also incurred expenses of $ 2,499 , $ 1,134 and $ 1,167 related to these advertisements and other digital technology agreements with Vistar for the years ended December 31, 2024, 2023 and 2022, respectively.

See Note 23, "Subsequent Events" for additional information regarding the Company's interest in Vistar.

We also incurred expenses of $ 2,523 , $ 2,499 and $ 1,134 related to these advertisements for the years ended December 31, 2025, 2024 and 2023, respectively.

See Note 1, "Description of the Business and Significant Accounting Policies" for additional information regarding the Company's interest in Vistar.

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

(14) Stockholders’ Equity

9 unchanged sentences

Subject to the preferential rights of the holders of any class of preferred stock, holders of shares of common stock are entitled to receive such dividends as may be declared by the Company’s Board of Directors out of funds legally available for such purpose.

No dividend may be

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

declared or paid in cash or property on any share of either class of common stock unless simultaneously the same dividend is declared or paid on each share of the other class of common stock, provided that, in the event of stock dividends, holders of a specific class of common stock shall be entitled to receive only additional shares of such class.

No dividend may be declared or paid in cash or property on any share of either class of common stock unless simultaneously the same dividend is declared or paid on each share of the other class of common stock, provided that, in the event of stock dividends, holders of a specific class of common stock shall be entitled to receive only additional shares of such class.

The rights of the Class A and Class B common stock are equal in all respects, except holders of Class B common stock have ten votes per share on all matters in which the holders of common stock are entitled to vote and holders of Class A common stock have one vote per share on such matters.

10 unchanged sentences

The shelf registration statement replaced a prior shelf registration statement which expired.

As of December 31, 2024, the Company did not issue any shares under its shelf registration statements.

The Company’s Board of Directors has authorized the repurchase of up to $ 250,000 of the Company’s Class A common stock.

On September 24, 2024, the Board of Directors authorized the extension of the repurchase program through March 31, 2026.

As of December 31, 2025, the Company did not issue any shares under this shelf registration.

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

Stock Repurchase Program.

Prior to May 15, 2025, the Company’s Board of Directors had authorized the repurchase of up to $ 250,000 of the Company's Class A common stock.

On May 15, 2025, the Company's Board of Directors approved the increase of the amount authorized under the Stock Repurchase Program by $ 150,000 , bringing the total amount authorized under the Program to $ 400,000 .

The Stock Repurchase Program is in effect through March 31, 2026.

There were no repurchases under the program as of December 31, 2024.

During the year ended December 31, 2025, the Company repurchased 1,388,091 shares of the Company's Class A common stock outstanding for a total purchase price of $ 150,000 .

The Company currently has $ 250,000 remaining under its current share repurchase authorization.

(15) Stock Compensation Plans

Equity Incentive Plan.

Lamar’s 1996 Equity Incentive Plan, as amended, (the “1996 Plan”) has reserved 17.5 million shares of Class A common stock for issuance to directors and employees, including shares underlying granted options and common stock reserved for issuance under its performance-based incentive and LTIP Unit programs.

Options granted under the 1996 Plan expire ten years from the grant date with vesting terms ranging from three to five years which primarily includes 1) options that vest in one-fifth increments beginning on the grant date and continuing on each of the first four anniversaries of the grant date and 2) options that cliff-vest on the fifth anniversary of the grant date.

Lamar's 1996 Equity Incentive Plan, as amended, (the “1996 Plan”) has reserved 17.5 million shares of Class A common stock for issuance to directors and employees, including shares underlying granted options and common stock reserved for issuance under its performance-based incentive and LTIP Unit program.

Options granted under the 1996 Plan expire ten years from the grant date with vesting terms ranging from three to five years which primarily include 1) options that vest in one-fifth increments beginning on the grant date and continuing on each of the first four anniversaries of the grant date and 2) options that cliff-vest on the fifth anniversary of the grant date.

All grants are made at fair market value based on the closing price of our Class A common stock as reported on the Nasdaq Global Select Market on the date of grant.

2 unchanged sentences

As of December 31, 2025 and 2024, the Company recorded a liability, in accrued expenses, of $ 11,691 and $ 16,404 , respectively, related to its equity incentive awards affected by this amendment.

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

We use a Black-Scholes-Merton option pricing model to estimate the fair value of share-based awards.

12 unchanged sentences

We record stock based compensation expense only for those awards expected to vest using an estimated forfeiture rate based on our historical forfeiture data.

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used:

3 unchanged sentences

Interest Rate Expected

December 31, 2025

5 % 45 % 4 % 6

December 31, 2024

5 % 45 % 4 % 6

December 31, 2023

5 % 45 % 4 % 6

10 unchanged sentences

Shares available for future stock option, LTIP Units and restricted share grants to employees and directors under existing plans were 1,130,304 at December 31, 2025.

The aggregate intrinsic value of options outstanding as of December 31,

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

2024 was $ 9,586 and the aggregate intrinsic value of options exercisable was $ 7,738 .

The aggregate intrinsic value of options outstanding as of December 31, 2025 was $ 9,165 and the aggregate intrinsic value of options exercisable was $ 7,417 .

Total intrinsic value of options exercised was $ 2,417 for the year ended December 31, 2025.

Information regarding LTIP Units under the 1996 Plan for the year ended December 31, 2024 is as follows:

Shares Weighted Average Grant Date Fair Value

Outstanding, beginning of year 176,000 $ 95.50

Granted 120,000 117.29

Exercised — —

Forfeited ( 35,200 ) 102.03

Outstanding, end of year 260,800 $ 104.64

Vested at end of year 140,800 $ 93.87

At December 31, 2024 there was $ 2,346 of unrecognized compensation cost related to LITP Units granted which is expected to be recognized in the first quarter of 2025.

The fair value of LTIP Units granted and vested as of December 31, 2024 was $ 27,291 and $ 13,216 , respectively, based on the weighted average grant date fair value per unit.

Stock Purchase Plan.

6 unchanged sentences

Available for future purchases, December 31, 2025

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

Performance-based compensation.

4 unchanged sentences

Based on the Company’s performance measures achieved through December 31, 2025, the Company recorded $ 17,444 , $ 24,711 and $ 11,677 as stock-based compensation expense related to these agreements for the years ended December 31, 2025, 2024 and 2023, respectively.

In addition to stock compensation, the Company may issue LTIP Units of the OP, a subsidiary of the Company, to certain officers, employees and directors under the 1996 Plan.

In addition to stock compensation, the Company may issue LTIP Units of Lamar LP, a subsidiary of the Company and Lamar Media, to certain officers, employees and directors under the 1996 Plan.

Such LTIP Units are subject to vesting and forfeiture conditions based on performance criteria approved by the Compensation Committee, which generally mirrors the performance criteria applicable to the Company’s performance-based compensation, as described above.

The Compensation Committee may also make discretionary grants of LTIP Units based on other factors.

LTIP Units are a class of units intended to qualify as "profits interests" of the OP.

The LTIP Units convert into Common Units of the OP upon the occurrence of certain events.

Common Units are redeemable by the holder for shares of the Company's Class A common stock after a holding period

LTIP Units are a class of units intended to qualify as "profits interests" of Lamar LP.

The LTIP Units convert into Common Units of Lamar LP upon the occurrence of certain events.

Common Units are redeemable by the holder for a cash amount per Common Unit equal to the market value of an equivalent number of shares of common stock of the Company.

At the Company’s option, in lieu of cash, the redemption obligation may be satisfied by issuing shares of the Company's Class A common stock in exchange for Common Units tendered for redemption.

During the year ended December 31, 2025, 22,000 Common Units (which had originally been issued as LTIP Units) were converted to the Company’s Class A common stock.

As of December 31, 2025, Lamar LP has a total of 358,800 LTIP Units issued and outstanding to the Company's executive officers, of which 238,800 LTIP units have vested.

For the years ended December 31, 2025 and 2024, the Company recorded $ 9,830 and $ 13,996 , respectively, as stock-based compensation expense related to these LTIP Units.

The following table summarizes information regarding LTIP Units activity under the 1996 Plan for the year ended December 31, 2025:

Unvested LTIP Units Weighted Average Grant Date Fair Value

Balance at January 1, 2025

120,000 $ 117.29

Granted 120,000 116.76

Vested ( 120,000 ) 117.29

Balance at December 31, 2025

120,000 $ 116.76

At December 31, 2025 there was $ 1,539 of unrecognized compensation cost related to LTIP Units granted which is expected to be recognized in the first quarter of 2026.

The fair value of LTIP Units granted and vested as of December 31, 2025 was $ 39,356 and $ 25,344 , respectively, based on the weighted average grant date fair value per unit.

Restricted stock compensation.

Annually, each non-employee director automatically receives a restricted stock award of our Class A common stock upon election or re-election.

The awards vest 50 % on the grant date and 50 % on the last day of the directors' one year term.

For the years ended December 31, 2025 and 2024, the Company recorded $ 746 for each period in stock-based compensation expense related to these awards.

LAMAR ADVERTISING COMPANY

2 unchanged sentences

(Dollars in thousands, except share and per share data)

of twelve months, or may be paid out in cash at the option of the general partner of the OP.

As of December 31, 2024, the OP issued a total of 260,800 LTIP Units to the Company's executive officers, of which 140,800 LTIP units have vested.

For the years ended December 31, 2024 and 2023, the Company recorded $ 13,996 and $ 5,347 , respectively, as stock-based compensation expense related to these LTIP Units.

Restricted stock compensation .

Annually, each non-employee director automatically receives a restricted stock award of our Class A common stock upon election or re-election.

The awards vest 50 % on grant date and 50 % on the last day of the directors' one year term.

For the years ended December 31, 2024 and 2023, the Company recorded $ 746 and $ 715 , respectively, in stock-based compensation expense related to these awards.

(16) Benefit Plans

2 unchanged sentences

The Company is also self-insured with respect to its income disability benefits and against casualty losses on advertising structures.

Amounts for expected losses, including a provision for losses incurred but not reported, is included in accrued expenses in the accompanying consolidated financial statements.

As of December 31, 2024 and 2023, the Company maintained $ 5,537 for both years in letters of credit with a bank to meet requirements of the Company’s worker’s compensation and general liability insurance carrier.

Amounts for expected losses, including a provision for losses incurred but not reported, are included in accrued expenses in the accompanying consolidated financial statements.

As of December 31, 2025, the Company maintained $ 5,537 in letters of credit with a bank to meet requirements of the Company’s workers’ compensation and general liability insurance carrier.

Savings and Profit Sharing Plan

The Company sponsors The Lamar Corporation Savings and Profit Sharing Plan covering eligible employees who have completed one year of service and are at least 21 years of age.

The Company sponsors The Lamar Corporation Savings and Profit Sharing Plan covering eligible employees who have completed 1 year of service and are at least 21 years of age.

The Company has the option to match 50 % of employees’ contributions up to 6 % of eligible compensation.

Employees can contribute up to 100 % of compensation.

Full vesting on the Company’s matched contributions occurs after three years for contributions made after January 1, 2002.

Full vesting on the Company’s matched contributions occurs after 3 years for contributions made after January 1, 2002.

Annually, at the Company’s discretion, an additional profit sharing contribution may be made on behalf of each eligible employee.

2 unchanged sentences

The Company sponsors a Deferred Compensation Plan for the benefit of certain of its board-elected officers who meet specific age and years of service and other criteria.

Officers that have attained the age of 30 and have a minimum of 10 years of service to the Company and satisfy additional eligibility guidelines are eligible for annual contributions to the plan generally ranging from $ 3 to $ 8 , depending on the employee’s length of service.

The Company’s contributions to the plan are maintained in a rabbi trust and, accordingly, the assets and liabilities of the plan are reflected in the balance sheet of the Company in other assets and other liabilities.

1 unchanged sentence

For the years ended December 31, 2025, 2024 and 2023, the Company contributed $ 2,775 , $ 2,223 and $ 1,880 , respectively.

On December 8, 2005, the Company’s Board of Directors approved an amendment to the Lamar Deferred Compensation Plan in order to (1) to comply with the requirements of Section 409A of the Internal Revenue Code (“Section 409A”) applicable to deferred compensation and (2) to reflect changes in the administration of the plan.

The Company’s Board of Directors also approved the adoption of a grantor trust pursuant to which amounts may be set aside, but remain subject to claims of the Company’s creditors, for payments of liabilities under the new plan, including amounts contributed under the old plan.

The plan was further amended in August 2007 to make certain amendments to reflect Section 409A regulations issued on April 10, 2007.

An additional clarifying amendment was made to the plan in December 2013.

Effective January 1, 2025, the Company amended the Lamar Deferred Compensation Plan to amend certain eligibility criteria and to make changes in the administration of the plan.

(17) Commitment and Contingencies

3 unchanged sentences

The following is a summary of the minimum payments related to these agreements.

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

2026 $ 44,133

7 unchanged sentences

In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity.

LAMAR ADVERTISING COMPANY

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

(18) Distribution Restrictions

17 unchanged sentences

The Company revised its segment information to reflect the adoption of ASU 2023-07 and certain changes resulting from our periodic review of factors relevant to how the chief operating decision maker (CODM) assesses performance and allocates resources in accordance with FASB ASC 280, Segment Reporting.

As described in Note 1, we currently manage our

As described in Note 1, we currently manage our operations through three operating segments - billboard, logo, and transit advertising.

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

LAMAR ADVERTISING COMPANY

2 unchanged sentences

(Dollars in thousands, except share and per share data)

operations through three operating segments - billboard, logo, and transit advertising.

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

We define the term CODM to be our executive management group, which consists of our Executive Chairman, President and Chief Executive Officer, and Chief Financial Officer.

2 unchanged sentences

There are no other expenses regularly provided to the CODM that are used to manage the segment's operations.

Total advertising expenses is defined as direct advertising expenses and general and administrative expenses excluding stock-based compensation expense and capitalized contract fulfillment costs.

Total advertising expenses are defined as direct advertising expenses and general and administrative expenses excluding stock-based compensation expense and capitalized contract fulfillment costs.

Segment Adjusted EBITDA is the profitability metric reported to the Company's CODM for purposes of assessing the performance of each operating segment as well as to make decisions related to invested capital, personnel, operational improvement or training, or to allocate other company resources.

We define adjusted EBITDA as net income before income tax (expense) benefit, interest (expense) income, equity in (loss) earnings of investee, (loss) gain on extinguishment of debt and investments, stock-based compensation, depreciation and amortization, (loss) gain on disposition of assets and investments, transaction expenses and capitalized contract fulfillment costs, net.

We define adjusted EBITDA as net income before income tax (expense) benefit, interest (expense) income, equity in earnings (loss) of investee, (loss) gain on extinguishment of debt and investments, stock-based compensation, depreciation and amortization, (loss) gain on disposition of assets and investments, transaction expenses and capitalized contract fulfillment costs, net.

Segment information for total assets is not presented as this information is not used by the Company’s CODM in measuring segment performance or allocating resources between segments.

12 unchanged sentences

Other adjusted EBITDA 48,463 50,137 56,179

Corporate expenses (a)

Corporate expenses (1)

( 106,922 ) ( 102,526 ) ( 95,366 )

Adjusted EBITDA $ 1,058,243 $ 1,033,158 $ 985,724

(a) Corporate operations are not an operating segment.

(1) Corporate operations are not an operating segment.

Corporate expenses include expenses related to infrastructure and support, including information technology, human resources, legal, finance and administrative functions of the Company, as well as overall executive, administrative and support functions.

10 unchanged sentences

Gain on disposition of assets

75,941 6,057 5,474

Equity in earnings of investee 206 5,094 3,696

Interest expense, net

( 157,858 ) ( 169,394 ) ( 172,397 )

Loss on debt extinguishment

Transaction expenses — — ( 3,769 )

( 2,012 ) ( 270 ) ( 115 )

Income before income tax expense

$ 614,395 $ 367,470 $ 506,618

(22) New Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures , which requires companies to disclose significant segment expenses and other segment items that impact each reported measure of segment income or loss.

This guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

The Company has adopted this guidance effective for the year ended December 31, 2024.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

1 unchanged sentence

This guidance is effective for public entities for fiscal years beginning after December 15, 2024.

We do not anticipate the adoption of this guidance will have a material impact on the Company's consolidated financial statements.

The Company has adopted this guidance effective for the year ended December 31, 2025.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses , which requires disclosures about specific types of expenses included in expense captions presented on the face of the Consolidated Statement of Income and Comprehensive Income.

1 unchanged sentence

The Company is currently reviewing this guidance and its impact on the Company's consolidated financial statements.

(23) Subsequent Event

On February 3, 2025 T-Mobile USA, Inc.

acquired 100 % of Vistar (the "Sale").

In connection with the closing of the Sale, the Company received $ 115,112 in cash as consideration for the sale of its 20 % equity interest in Vistar.

Up to an additional $ 15,086 of consideration for the Sale may be received by the Company in the future, upon release of the remaining purchase price for the Sale from escrow in connection with satisfaction of certain post-closing conditions.

The Company expects to recognize an initial gain of approximately $ 68,000 related to the transaction, and will account for any amounts to be received in the future as contingent gains, to be recognized upon receipt of such cash amounts.

LAMAR ADVERTISING COMPANY

37 unchanged sentences

The following table summarizes activity for the Company’s real estate assets, which consists of advertising displays and the related accumulated depreciation.

December 31, 2024 December 31, 2023 December 31, 2022

2025 2024 2023

Gross real estate assets:

6 unchanged sentences

Land acquisitions 39,263 8,719 24,064

8,719 24,064 31,061

Acquisition of advertising displays (6)

10 unchanged sentences

(4) Includes non-cash amounts of $ 1,424 , $ 377 and $ 1,138 at December 31, 2025, 2024 and 2023, respectively

(5) Includes non-cash amounts of $ 211,246 , $ 1,186 and $ 103,019 at December 31, 2024, 2023 and 2022, respectively, related to the revision in cost estimate included in the calculation of asset retirement obligations

(6) Includes preliminary allocation of assets acquired during 2022

(5) Includes non-cash amounts of $ 11 , $ 211,246 and $ 1,186 at December 31, 2025, 2024 and 2023, respectively.

The 2024 amount relates to the revision in cost estimate included in the calculation of asset retirement obligations.

(6) Includes non-cash amounts of $ 5,802 , $ 72 and $ 3,052 at December 31, 2025, 2024 and 2023, respectively

LAMAR MEDIA CORP.

67 unchanged sentences

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Assessment of the accounting lease term for the portfolio of billboard land leases

3 unchanged sentences

In the Company's billboard land leases, the Company typically has both unilateral renewal and termination options.

Determining the lease term involved a high degree of subjectivity as to whether the lease term should or should not include renewal periods (including periods after an optional termination date), the evaluation of which required subjective auditor judgment.

Determining the lease term

involved a high degree of subjectivity as to whether the lease term should or should not include renewal periods (including periods after an optional termination date), the evaluation of which required subjective auditor judgment.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s billboard land lease process, including controls

related to the qualifications and experience of individuals negotiating the stated initial lease term, reconciliation of inputs into the system, approval of billboard land lease contracts, and annual evaluation of the renewals and terminations exercised by the Company during the year.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company's billboard land lease process, including controls related to the qualifications and experience of individuals negotiating the stated initial lease term, reconciliation of inputs into the system, approval of billboard land lease contracts, and annual evaluation of the renewals and terminations exercised by the Company during the year.

We evaluated the competence, capabilities, and objectivity of the Company's real estate team that negotiates the lease terms and conditions, and whether the team considers economic factors that are consistent with those enumerated in ASC 842 when negotiating the stated initial lease term and associated renewal and termination options.

23 unchanged sentences

Goodwill (note 3)

2,101,105 2,024,931

Intangible assets, net (note 3)

1,113,361 1,062,133

Other assets 52,974 93,604

8 unchanged sentences

Accrued expenses (note 4)

127,111 123,282

Deferred income 155,067 153,700

9 unchanged sentences

Stockholder’s equity:

Common stock, $ 0.01 par value, authorized 3,000 shares;

Common stock, $ 0.01 par value, 3,000 shares authorized;

100 shares issued and outstanding at 2025 and 2024

1 unchanged sentence

Accumulated comprehensive loss

( 2,803 ) ( 2,954 )

Accumulated deficit

( 2,411,842 ) ( 2,185,755 )

Non-controlling interest 13,193 849

15 unchanged sentences

Depreciation and amortization 326,332 462,967 293,423

Gain on disposition of assets ( 6,057 ) ( 5,474 ) ( 15,721 )

Gain on disposition of assets and investments

( 75,941 ) ( 6,057 ) ( 5,474 )

1,491,618 1,674,495 1,435,056

Operating income

774,596 532,608 675,931

Other expense (income):

Loss on extinguishment of debt

2,012 270 115

Interest income ( 2,584 ) ( 2,315 ) ( 2,115 )

3 unchanged sentences

Income before income tax expense

614,932 368,038 507,115

Income tax expense

Net income 363,507 497,333 439,149

Earnings attributable to non-controlling interest 1,072 1,073 —

21,327 4,531 9,782

593,605 363,507 497,333

Net income attributable to non-controlling interest

5,916 1,072 1,073

Net income attributable to controlling interest

$ 587,689 $ 362,435 $ 496,260

Statements of Comprehensive Income

Net income $ 363,507 $ 497,333 $ 439,149

Other comprehensive (loss) income, net of tax

$ 593,605 $ 363,507 $ 497,333

Other comprehensive income (loss), net of tax

Foreign currency translation adjustments 108 ( 2,526 ) 231

Comprehensive income

Earnings attributable to non-controlling interest 1,072 1,073 —

593,713 360,981 497,564

Net income attributable to non-controlling interest

5,916 1,072 1,073

Comprehensive income attributable to controlling interest

$ 587,797 $ 359,909 $ 496,491

See accompanying notes to consolidated financial statements.

7 unchanged sentences

Comprehensive

Income (Loss) Accumulated

Deficit Non-controlling Interest Total

Non-controlling Interest Total

Balance, December 31, 2022

$ — $ 3,132,178 $ ( 659 ) $ ( 1,944,018 ) $ — $ 1,187,501

Contribution from parent — 42,627 — — — 42,627

Reallocation of capital — ( 1,016 ) — — 397 ( 619 )

Foreign currency translations — — 231 — — 231

Net income — — — 439,149 — 439,149

— — — 496,260 1,073 497,333

Dividend to parent — — — ( 516,240 ) ( 1,056 ) ( 517,296 )

Balance, December 31, 2023

$ — $ 3,173,789 $ ( 428 ) $ ( 1,963,998 ) $ 414 $ 1,209,777

Contribution from parent — 57,028 — — — 57,028

1 unchanged sentence

Foreign currency translations — — ( 2,526 ) — — ( 2,526 )

Net income — — — 496,260 1,073 497,333

— — — 362,435 1,072 363,507

Dividend to parent — — — ( 584,192 ) ( 1,655 ) ( 585,847 )

Balance, December 31, 2024

$ — $ 3,229,799 $ ( 2,954 ) $ ( 2,185,755 ) $ 849 $ 1,041,939

Contribution from parent — 56,559 — — ( 199 ) 56,360

Verde Outdoor transaction — 135,520 36 — 12,086 147,642

Reallocation of capital — ( 826 ) — — 826 —

Foreign currency translations — — 115 — ( 7 ) 108

Net income — — — 362,435 1,072 363,507

— — — 587,689 5,916 593,605

Dividend to parent — — — ( 813,776 ) ( 6,278 ) ( 820,054 )

Balance, December 31, 2025

$ — $ 3,421,052 $ ( 2,803 ) $ ( 2,411,842 ) $ 13,193 $ 1,019,600

See accompanying notes to consolidated financial statements.

6 unchanged sentences

Cash flows from operating activities:

Net income $ 363,507 $ 497,333 $ 439,149

$ 593,605 $ 363,507 $ 497,333

Adjustments to reconcile net income to net cash provided by operating activities:

3 unchanged sentences

Gain on disposition of assets and investments

( 75,941 ) ( 6,057 ) ( 5,474 )

Loss on extinguishment of debt

2,012 270 115

Equity in earnings of investee ( 206 ) ( 5,094 ) ( 3,696 )

Deferred income tax expense ( 4,036 ) 2,384 3,212

Deferred income (benefit) expense

( 7,623 ) ( 4,036 ) 2,384

Provision for doubtful accounts 9,414 8,770 12,737

4 unchanged sentences

Other assets ( 13,120 ) ( 7,424 ) ( 3,363 )

Increase (decrease) in:

(Decrease) increase in:

Trade accounts payable ( 773 ) 3,262 ( 307 )

3 unchanged sentences

Cash flows provided by operating activities

825,009 837,199 756,310

Cash flows from investing activities:

2 unchanged sentences

Decrease in notes receivable

Proceeds from disposition of assets 5,706 7,051 15,649

Proceeds from disposition of assets and investments 127,176 5,706 7,051

Cash flows used in investing activities

( 244,634 ) ( 164,906 ) ( 310,119 )

Cash flows from financing activities:

4 unchanged sentences

Proceeds received from senior credit facility term loans 698,250 — —

Payment on senior credit facility term loans ( 600,000 ) ( 350,000 ) —

Proceeds received from accounts receivable securitization program 174,400 86,400 114,900

1 unchanged sentence

Debt issuance costs ( 14,081 ) ( 464 ) ( 2,951 )

Payment on senior credit facility term loans ( 350,000 ) — —

Proceeds received from note offering 400,000 — —

Distributions to non-controlling interest ( 6,278 ) ( 1,655 ) ( 1,056 )

2 unchanged sentences

Cash flows used in financing activities

( 565,276 ) ( 667,014 ) ( 454,332 )

Effect of exchange rate changes in cash and cash equivalents 252 ( 423 ) 127

Net increase (decrease) in cash and cash equivalents

15,351 4,856 ( 8,014 )

Cash and cash equivalents at beginning of year 48,961 44,105 52,119

2 unchanged sentences

Cash paid for interest $ 148,329 $ 165,827 $ 168,011

Cash paid for state and federal income taxes $ 8,505 $ 11,432 $ 16,325

Cash paid for state, federal, and foreign income taxes $ 29,102 $ 8,505 $ 11,432

See accompanying notes to consolidated financial statements.

13 unchanged sentences

The Company provides transit advertising in airport terminals, on bus shelters, benches and buses in the markets it serves.

On July 1, 2022, Lamar Media entered into the Amended and Restated Limited Partnership Agreement (the "Partnership Agreement") of Lamar Advertising Limited Partnership (the "OP") as the initial limited partner, along with its wholly owned subsidiary, Lamar Advertising General Partner, LLC, as the general partner of the OP (the "General Partner").

The Company completed the Reorganization to facilitate tax-deferred contributions of properties to the OP in exchange for limited partnership interests in the OP.

The Reorganization did not have a material impact on our consolidated financial statements.

Lamar Media is party to the Amended and Restated Limited Partnership Agreement of Lamar LP as the initial limited partner, along with its wholly owned subsidiary, Lamar Advertising General Partner, LLC, as the general partner of Lamar LP (the "General Partner") and certain other limited partners.

Lamar Media formed Lamar LP and contributed all of its assets to Lamar LP in connection with the Company's reorganization as a specific type of REIT known as an UPREIT in July 2022.

For each share of common stock the Company issues, Lamar LP issues a corresponding Common Unit to Lamar Media in exchange for the contributions of the proceeds from the stock issuance.

At December 31, 2025, Lamar Media, together with the General Partner, owned 98.6 % of the Common Units of Lamar LP.

The remaining 1.4 % of the Common Units are owned by unaffiliated investors and certain executives of the Company.

Certain footnotes are not provided for the accompanying financial statements as the information in notes 2, 3, 5, 7, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20 and 22 and portions of note 1 to the consolidated financial statements of Lamar Advertising Company included elsewhere in this filing are substantially equivalent to that required for the consolidated financial statements of Lamar Media Corp.

2 unchanged sentences

(b) Principles of Consolidation

The accompanying consolidated financial statements include Lamar Media, its subsidiary, Lamar Advertising Limited Partnership, and Lamar Advertising Limited Partnerships' wholly owned subsidiaries, The Lamar Company, L.L.C., Lamar Central Outdoor, LLC, Lamar TRS Holdings, LLC, Lamar Advertising Southwest, LLC, Interstate Logos, L.L.C., Lamar Obie Company, LLC, Lamar Canadian Outdoor Company, Lamar QRS Receivables, LLC, Fairway Media Group, LCC, Ashby Street Outdoor Holdings, LLC, SkyHigh Murals - Colossal Media, LLC and their majority-owned subsidiaries.

The accompanying consolidated financial statements include Lamar Media, its subsidiary, Lamar Advertising Limited Partnership, and Lamar Advertising Limited Partnership’s wholly owned subsidiaries, The Lamar Company, L.L.C., Lamar Central Outdoor, LLC, Lamar TRS Holdings, LLC, Lamar Advertising Southwest, LLC, Interstate Logos, L.L.C., Lamar Obie Company, LLC, Lamar Canadian Outdoor Company, Lamar QRS Receivables, LLC, Ashby Street Outdoor Holdings, LLC, Lamar-Fairway Blocker 1, LLC, Lamar-Fairway Blocker 2, LLC, Lamar Partnering Sponsor, LLC, SkyHigh Murals-Colossal Media, LLC and their majority-owned subsidiaries.

All inter-company transactions and balances have been eliminated in consolidation.

(2) Non-cash Financing and Investing Activities

For the year ended December 31, 2025, the Company had non-cash investing activities related to the acquisition of Verde Outdoor of $ 147,642 .

21 unchanged sentences

Balance as of December 31, 2024

Goodwill acquired during the year 76,066

Purchase price adjustments and other 108

23 unchanged sentences

4 7/8% Senior Notes 400,000 2,405 397,595

5 3/8% Senior Notes 400,000 6,167 393,833

Other notes with various rates and terms 814 — 814

21 unchanged sentences

2030 $ 549,674 $ 3,994 $ 545,680

Later years $ 1,099,622 $ 10,293 $ 1,089,329

Thereafter $ 1,648,361 $ 18,182 $ 1,630,179

LAMAR MEDIA CORP.

5 unchanged sentences

or its subsidiaries through common ownership and directorate control.

As of December 31, 2024 and 2023, there was a payable to Lamar Advertising Company, its parent, in the amount of $ 77 and $ 1,009 , respectively.

Effective December 31, 2024 and 2023, Lamar Advertising Company contributed $ 57,028 and $ 42,627 , respectively, to Lamar Media which resulted in an increase in Lamar Media’s additional paid-in capita l.

LAMAR MEDIA CORP.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share data)

As of December 31, 2025 and 2024, there was a receivable to Lamar Advertising Company, its parent, in the amount of $ 825 and a payable of $ 77 , respectively.

Effective December 31, 2025 and 2024, Lamar Advertising Company contributed $ 56,360 and $ 57,028 , respectively, to Lamar Media which resulted in an increase in Lamar Media’s additional paid-in capital.

(7) Summarized Financial Information of Subsidiaries

7 unchanged sentences

Summarized Balance Sheet as of December 31, 2025

Lamar Media Corp.

Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated

Subsidiaries Non-

Subsidiaries Eliminations Lamar Media

Current assets $ 52,917 $ 57,033 $ 349,273 $ — $ 459,223

4 unchanged sentences

Summarized Balance Sheet as of December 31, 2024

Lamar Media Corp.

Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated

Subsidiaries Non-

Subsidiaries Eliminations Lamar Media

Current assets $ 38,950 $ 52,617 $ 333,201 $ — $ 424,768

7 unchanged sentences

(Dollars in thousands, except share and per share data)

Summarized Statements of Income and Comprehensive Income for the Year Ended December 31, 2024

Lamar Media Corp.

Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated

Summarized Statements of Income and Comprehensive Income

for the Year Ended December 31, 2025

Subsidiaries Non-

Subsidiaries Eliminations Lamar Media

Net revenues $ — $ 2,227,340 $ 39,492 $ ( 618 ) $ 2,266,214

Operating expenses (income)

— 1,447,263 44,973 ( 618 ) 1,491,618

Operating income (loss)

— 780,077 ( 5,481 ) — 774,596

Net income (loss)

587,689 759,472 ( 18,111 ) ( 735,445 ) 593,605

Net income (loss) attributable to controlling interest

Summarized Statements of Income and Comprehensive Income for the Year Ended December 31, 2023

Lamar Media Corp.

Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated

587,689 754,671 ( 19,226 ) ( 735,445 ) 587,689

Summarized Statements of Income and Comprehensive Income

for the Year Ended December 31, 2024

Subsidiaries Non-

Subsidiaries Eliminations Lamar Media

Net revenues $ — $ 2,159,755 $ 49,840 $ ( 2,492 ) $ 2,207,103

Operating expenses (income)

— 1,626,780 50,207 ( 2,492 ) 1,674,495

Operating income (loss)

— 532,975 ( 367 ) — 532,608

Net income (loss)

362,435 530,522 ( 10,804 ) ( 518,646 ) 363,507

Net income (loss) attributable to controlling interest

Summarized Statements of Income and Comprehensive Income for the Year Ended December 31, 2022

362,435 529,937 ( 11,291 ) ( 518,646 ) 362,435

Summarized Statements of Income and Comprehensive Income

for the Year Ended December 31, 2023

Lamar Media Corp.

2 unchanged sentences

Operating expenses (income)

— 1,392,389 45,348 ( 2,681 ) 1,435,056

Operating income (loss)

— 677,211 ( 1,280 ) — 675,931

Net income (loss)

496,260 673,330 ( 16,393 ) ( 655,864 ) 497,333

Net income (loss) attributable to controlling interest

496,260 672,943 ( 17,079 ) ( 655,864 ) 496,260

LAMAR MEDIA CORP.

13 unchanged sentences

Total advertising expenses $ 1,101,049 $ 1,071,419 $ 1,029,897

Adjusted EBITDA:

Segmented adjusted EBITDA:

Billboard adjusted EBITDA $ 1,116,702 $ 1,085,547 $ 1,024,911

Other adjusted EBITDA 48,463 50,137 56,179

Corporate expenses (a)

Corporate expenses (1)

( 106,385 ) ( 101,958 ) ( 94,869 )

Adjusted EBITDA $ 1,058,780 $ 1,033,726 $ 986,221

(a) Corporate operations are not an operating segment.

(1) Corporate operations are not an operating segment.

5 unchanged sentences

Depreciation and amortization ( 326,332 ) ( 462,967 ) ( 293,423 )

Gain on disposition of assets 6,057 5,474 15,721

Gain on disposition of assets and investments

75,941 6,057 5,474

Equity in earnings of investee 206 5,094 3,696

Interest expense, net

( 157,858 ) ( 169,394 ) ( 172,397 )

Loss on debt extinguishment

Transaction expenses — — ( 3,769 )

Income before income tax expense $ 368,038 $ 507,115 $ 456,601

( 2,012 ) ( 270 ) ( 115 )

Income (loss) before income tax expense

$ 614,932 $ 368,038 $ 507,115

LAMAR MEDIA CORP.

34 unchanged sentences

The following table summarizes activity for the Company’s real estate assets, which consists of advertising displays and the related accumulated depreciation.

December 31, 2024 December 31, 2023 December 31, 2022

2025 2024 2023

Gross real estate assets:

6 unchanged sentences

Land acquisitions 39,263 8,719 24,064

8,719 24,064 31,061

Acquisition of advertising displays (6)

10 unchanged sentences

(4) Includes non-cash amounts of $ 1,424 , $ 377 and $ 1,138 at December 31, 2025, 2024 and 2023, respectively

(6) Includes preliminary allocation of assets acquired during 2022

(5) Includes non-cash amounts of $ 11 , $ 211,246 and $ 1,186 at December 31, 2025, 2024 and 2023, respectively.

The 2024 amount relates to the revision in cost estimate included in the calculation of asset retirement obligations.

(6) Includes non-cash amounts of $ 5,802 , $ 72 and $ 3,052 at December 31, 2025, 2024 and 2023, respectively

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

2 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 8. Financial Statements and Supplementary Data