What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-20 compared with 2024-02-23 · 77 added, 11 removed, 498 unchanged (15% of the section changed)

189 unchanged sentences

Previously filed as Exhibit 4.2 to Lamar Advertising’s Quarterly Report for the period ended June 30, 2022 filed on August 3, 2022 and incorporated herein by reference.

4(e)(6) Supplemental Indenture to the Indenture dated as of May 14, 2024, among Lamar Media, the Guarantors named therein and U.S.

Bank Trust Company, National Association, as Trustee, dated as of February 6, 2020, relating to Lamar Media’s 3.750% Senior Notes due 2028.

Previously filed as Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q (File No.

1-36756) for the period ended June 30, 2024 filed on August 8, 2024 and incorporated herein by reference.

4(e)(7) Supplemental Indenture to the Indenture dated as of July 1, 2024, among Lamar Media, the Guarantors named therein and U.S.

Bank Trust Company, National Association, as Trustee, dated as of February 6, 2020, relating to Lamar Media’s 3.750% Senior Notes due 2028.

Previously filed as Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q (File No.

1-36756) for the period ended September 30, 2024 filed on November 8, 2024 and incorporated herein by reference.

4(e)(8) Supplemental Indenture to the Indenture dated as of December 6, 2024, among Lamar Media, the Guarantors named therein and U.S.

Bank Trust Company, National Association, as Trustee, dated as of February 6, 2020, relating to Lamar Media’s 3.750% Senior Notes due 2028.

Filed herewith.

4(f)(1) Indenture, dated as of February 6, 2020, between Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Lamar Media’s 4% Senior Notes due 2030.

7 unchanged sentences

1-36756) filed on February 12, 2020 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

4(f)(4) Supplemental Indenture to the Indenture dated as of January 26, 2022, among Lamar Media, the Guarantors named therein and U.S.

4 unchanged sentences

Previously filed as Exhibit 4.3 to Lamar Advertising’s Quarterly Report for the period ended June 30, 2022 filed on August 3, 2022 and incorporated herein by reference.

4(f)(6) Supplemental Indenture to the Indenture dated as of May 14, 2024, among Lamar Media, the Guarantors named therein and U.S.

Bank Trust Company, National Association, as Trustee, dated as of February 6, 2020, relating to Lamar Media’s 4.000% Senior Notes due 2030.

Previously filed as Exhibit 4.3 to the Company's Quarterly Report on Form 10-Q (File No.

1-36756) for the period ended June 30, 2024 filed on August 8, 2024 and incorporated herein by reference.

4(f)(7) Supplemental Indenture to the Indenture dated as of July 1, 2024, among Lamar Media, the Guarantors named therein and U.S.

Bank Trust Company, National Association, as Trustee, dated as of February 6, 2020, relating to Lamar Media’s 4.000% Senior Notes due 2030.

Previously filed as Exhibit 4.3 to the Company's Quarterly Report on Form 10-Q (File No.

1-36756) for the period ended September 30, 2024 filed on November 8, 2024 and incorporated herein by reference.

4(f)(8) Supplemental Indenture to the Indenture dated as of December 6, 2024, among Lamar Media, the Guarantors named therein and U.S.

Bank Trust Company, National Association, as Trustee, dated as of February 6, 2020, relating to Lamar Media’s 4.000% Senior Notes due 2030.

Filed herewith.

4(g)(1) Indenture, dated as of May 13, 2020, between Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Lamar Media’s 4 7/8% Senior Notes due 2029.

1 unchanged sentence

1-36756) filed on May 19, 2020 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

4(g)(2) Form of 4 7/8% Senior Notes due 2029.

10 unchanged sentences

Previously filed as Exhibit 4.4 to Lamar Advertising’s Quarterly Report for the period ended June 30, 2022 filed on August 3, 2022 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

4(g)(6) Supplemental Indenture to the Indenture dated as of May 14, 2024, among Lamar Media, the Guarantors named therein and U.S.

Bank Trust Company, National Association, as Trustee, dated as of May 13, 2020, relating to Lamar Media’s 4.875% Senior Notes due 2029.

Previously filed as Exhibit 4.4 to the Company's Quarterly Report on Form 10-Q (File No.

1-36756) for the period ended June 30, 2024 filed on August 8, 2024 and incorporated herein by reference.

4(g)(7) Supplemental Indenture to the Indenture dated as of July 1, 2024, among Lamar Media, the Guarantors named therein and U.S.

Bank Trust Company, National Association, as Trustee, dated as of May 13, 2020, relating to Lamar Media’s 4.875% Senior Notes due 2029.

Previously filed as Exhibit 4.4 to the Company's Quarterly Report on Form 10-Q (File No.

1-36756) for the period ended September 30, 2024 filed on November 8, 2024 and incorporated herein by reference.

4(g)(8) Supplemental Indenture to the Indenture dated as of December 6, 2024, among Lamar Media, the Guarantors named therein and U.S.

Bank Trust Company, National Association, as Trustee, dated as of May 13, 2020, relating to Lamar Media’s 4.875% Senior Notes due 2029.

Filed herewith.

4(h)(1) Indenture, dated as of January 22, 2021, between Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Lamar Media’s 3.625% Senior Notes due 2031.

13 unchanged sentences

Previously filed as Exhibit 4.1 to Lamar Advertising’s Quarterly Report for the period ended June 30, 2022 filed on August 3, 2022 and incorporated herein by reference.

4(h)(6) Supplemental Indenture to the Indenture dated as of May 14, 2024, among Lamar Media, the Guarantors named therein and U.S.

Bank Trust Company, National Association, as Trustee, dated as of January 22, 2021, relating to Lamar Media’s 3.625%% Senior Notes due 2031.

Previously filed as Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q (File No.

1-36756) for the period ended June 30, 2024 filed on August 8, 2024 and incorporated herein by reference.

4(h)(7) Supplemental Indenture to the Indenture dated as of July 1, 2024, among Lamar Media, the Guarantors named therein and U.S.

Bank Trust Company, National Association, as Trustee, dated as of January 22, 2021, relating to Lamar Media’s 3.625%% Senior Notes due 2031.

Filed herewith.

Previously filed as Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q (File No.

1-36756) for the period ended September 30, 2024 filed on November 8, 2024 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

4(h)(8) Supplemental Indenture to the Indenture dated as of December 6, 2024, among Lamar Media, the Guarantors named therein and U.S.

Bank Trust Company, National Association, as Trustee, dated as of January 22, 2021, relating to Lamar Media’s 3.625%% Senior Notes due 2031.

Filed herewith.

4(i) Agreement of Resignation, Appointment and Acceptance, dated as of June 14, 2021, by and among Lamar Media, as issuer, U.S.

5 unchanged sentences

1-36756) filed on February 20, 2020 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(a)(2)* Form of Stock Option Agreement under the 1996 Equity Incentive Plan, as amended and restated.

25 unchanged sentences

1-36756) filed on March 29, 2016 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(d)(2)* Summary of Non-Management Director Compensatory Arrangements, dated May 26, 2016.

9 unchanged sentences

1-36756) filed on December 21, 2018 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(e)(4) Performance Guaranty of Lamar Media dated December 18, 2018 in favor of PNC Bank, National Association.

20 unchanged sentences

1-36756) filed on July 6, 2020 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(e)(11) Fourth Amendment to the Receivables Financing Agreement, dated as of October 23, 2020, among Lamar Media, as Initial Servicer, Lamar TRS Receivables, LLC and Lamar QRS Receivables, LLC as borrowers, and PNC Bank, National Association, as Administrative Agent and a Lender.

9 unchanged sentences

1-36756) filed on June 30, 2022 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(e)(14) Seventh Amendment to the Receivables Financing Agreement, dated as of October 15, 2024, among Lamar Media, as Initial Servicer, the SPEs, as Borrowers, and PNC Bank, National Association, as Administrative Agent and a Lender.

Previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (File No.

1-36756) filed on October 21, 2024 and incorporated herein by reference.

10(e)(15) Joinder Agreement, dated as of July 1, 2024, to the Fourth Amended and Restated Credit Agreement dated as of dated as of February 6, 2020 (as amended), among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and North Carolina Logos, LLC.

Previously filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No.

1-36756) for the period ended September 30, 2024 filed on November 8, 2024 and incorporated herein by reference.

10(f)(1) Credit Agreement dated as of April 28, 2010 by and among Lamar Media, Lamar Advertising of Puerto Rico, Inc., the Subsidiary Guarantors named therein, each additional Subsidiary Borrower that may be designated as such thereunder, the Lenders named therein, and JPMorgan Chase Bank, N.A., as administrative agent.

9 unchanged sentences

0-30242) filed on February 25, 2011 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(f)(4) Restatement Agreement, dated as of February 9, 2012, to the Credit Agreement dated as of April 28, 2010 by and among Lamar Media, Lamar Advertising of Puerto Rico, Inc., the Subsidiary Guarantors named therein, each additional Subsidiary Borrower that may be designated as such thereunder, the Lenders named therein, and JPMorgan Chase Bank, N.A., as administrative agent (including the Amended and Restated Credit Agreement).

16 unchanged sentences

1-36756) filed on January 13, 2016 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(f)(9) Amendment No.

11 unchanged sentences

1-36756) filed on March 21, 2018 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(f)(12) Amendment No.

19 unchanged sentences

0-30242) filed on February 28, 2013 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(f)(18) Joinder Agreement, dated as of November 14, 2012, to the Amended and Restated Credit Agreement dated as of February 9, 2012 among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, by NextMedia Outdoor, Inc.

7 unchanged sentences

0-30242) filed on February 27, 2014 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(f)(21) Joinder Agreement, dated as of December 5, 2013, to the Amended and Restated Credit Agreement dated as of February 9, 2012 among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, by Lamar Service Company, LLC.

13 unchanged sentences

1-36756) filed on May 5, 2018 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(f)(26) Joinder Agreement, dated as of January 15, 2019, to the Third Amended and Restated Credit Agreement dated as of May 15, 2017, as amended, among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, by FMG Outdoor Holdings, LLC, Lamar-Fairway Blocker 1, Inc., Lamar-Fairway Blocker 2, Inc., Magic Media, Inc., Fairway Media Group, LLC, Fairway Outdoor Advertising, LLC, Fairway Outdoor Funding Holdings, LLC, Fairway Outdoor Funding, LLC, MCC Outdoor, LLC, Magic Media Real Estate, LLC, FMO Real Estate, LLC, Douglas Outdoor Advertising of GA., Inc., Olympus Media/Indiana, LLC and Fairway CCO Indiana, LLC.

4 unchanged sentences

1-36756) filed on May 2, 2019, and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(f)(28) Joinder Agreement, dated as of August 15, 2019, to the Third Amended and Restated Credit Agreement dated as of May 15, 2017, as amended, among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, by Ashby Street Outdoor Holdings LLC, Ashby Street Outdoor CC, LLC and Ashby Street Outdoor LLC.

10 unchanged sentences

Previously filed as Exhibit 10.1 to Lamar Advertising’s Quarterly Report for the period ended June 30, 2022 filed on August 3, 2022 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(f)(32) Amendment No.

10 unchanged sentences

1-36756) filed on August 2, 2023 and incorporated herein by reference.

NUMBER DESCRIPTION METHOD OF FILING

10(f)(35) Joinder Agreement, dated as of May 14, 2024, to the Fourth Amended and Restated Credit Agreement dated as of dated as of February 6, 2020 (as amended by that certain Amendment No.

1, dated as of July 2, 2021, and as further amended), among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and Alabama Logos, LLC.

Previously filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No.

1-36756) for the period ended June 30, 2024 filed on August 8, 2024 and incorporated herein by reference.

10(f)(36) Joinder Agreement, dated as of December 6, 2024, to the Fourth Amended and Restated Credit Agreement dated as of dated as of February 6, 2020 (as amended by that certain Amendment No.

1, dated as of July 2, 2021, and as further amended), among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and OBCM, LLC.

Filed herewith.

10(g)(1) Amended and Restated Limited Partnership Agreement Lamar Advertising Limited Partnership, dated July 1, 2022.

5 unchanged sentences

10(g)(3)* Form of 2023 LTIP Unit Award Agreement.

Previously file d as Exhibit 10.1 to the Company's Current Report on Form 8-K (File No.

Previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (File No.

1-36756) filed on March 2, 2023 and incorporated herein by reference.

10(g)(4)* Form of 2024 LTIP Unit Award Agreement.

Previously filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No.

1-36756) for the period ended March 31, 2024 filed on May 2, 2024 and incorporated herein by reference.

10(l)* Form of Indemnification Agreement between the Company and the directors and executive officers of the Company, dated as of November 18, 2014.

4 unchanged sentences

1-36756) filed on February 24, 2023 and incorporated herein by reference.

19 Lamar Advertising Policy on Securities Trading and Inside Information.

Filed herewith.

21(a) Subsidiaries of the Company.

8 unchanged sentences

Filed herewith.

NUMBER DESCRIPTION METHOD OF FILING

32(a) Certification pursuant to 18 U.S.C.

1 unchanged sentence

Filed herewith.

NUMBER DESCRIPTION METHOD OF FILING

97 Compensation Recovery Policy Filed herewith.

97 Compensation Recovery Policy Previously filed as Exhibit 97 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023 (File No.

1-36756) filed on February 23, 2024 and incorporated herein by reference.

101 The following materials from the combined Annual Report of the Company and Lamar Media Corp.

40 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 9A. Controls and Procedures