What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-09 compared with 2024-11-12 · 229 added, 360 removed, 359 unchanged (62% of the section changed)

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OUTFRONT Media is a real estate investment trust (“REIT”), which provides advertising space (“displays”) on out-of-home advertising structures and sites in the United States (the “U.S.”).

We currently manage our operations through one operating segment, U.S.

Billboard and Transit, which is included in our U.S.

Media reportable segment.

We currently manage our operations through two reportable operating segments—(1) Billboard and (2) Transit .

Prior to its sale, our Canadian operations comprised our International operating segment, which did not meet the criteria to be a reportable segment and accordingly, was included in Other .

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Segment Information to the Consolidated Financial Statements) through the date of sale.

On June 7, 2024, we sold all of our equity interests in Outdoor Systems Americas ULC and its subsidiaries (the “Transaction”), which hold all of the assets of the Company’s outdoor advertising business in Canada (the “Canadian Business”).

On June 7, 2024, we sold all of our equity interests in Outdoor Systems Americas ULC and its subsidiaries (the “Transaction”), which held all of the assets of the Company’s outdoor advertising business in Canada (the “Canadian Business”).

(See Note 12.

Acquisitions and Dispositions :

Dispositions :

Canadian Business to the Consolidated Financial Statements.)

Dispositions to the Consolidated Financial Statements.)

We are one of the largest providers of advertising space on out-of-home advertising structures and sites across the U.S.

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Economic Environment

Our revenues and operating results are sensitive to fluctuations in advertising expenditures, general economic conditions and other external events beyond our control, such as supply chain disruptions, current levels of inflation, pandemics like the

COVID-19 pandemic, industry shutdowns or slowdowns (including due to labor strikes), and shifts in market demographics and transportation patterns (including reductions in foot traffic, roadway traffic, commuting, transit ridership and overall target audiences due to remote work, safety concerns or otherwise), as described in this MD&A.

These sensitivities may adversely impact our revenues and operating results on a consolidated basis and/or may have a disproportionate adverse impact on our U.S.

transit business within our U.S.

Media reportable segment.

We rely on third parties to manufacture and transport our digital displays.

As a result of the current market-wide supply shortages and logistics disruptions, we have experienced delays and price increases with respect to certain of our digital displays, which may continue throughout 2024, and could have an adverse effect on our business, financial condition and results of operations.

Due to the current levels of inflation and commodity prices in the U.S.

and abroad, which has resulted in elevated interest rates, we have experienced increases with respect to some of our posting, maintenance and other expenses, some of our corporate expenses, and our interest expense, which could have an adverse effect on our business, financial condition and results of operations.

Our billboard property lease expenses and transit franchise expenses have been less impacted by the current levels of inflation due to the long-term nature of most of our operating leases and transit franchise agreements.

However, our transit franchise agreements that contain inflationary price adjustments may cause increases in our transit franchise expenses in the near-term.

Though the Company cannot reasonably estimate the full impact of the current levels of inflation on our business, financial condition and results of operations at this time, a portion of these increases may be partially offset by increases in advertising rates on our displays and cost efficiencies.

governmental fiscal and trade policies (such as tariffs), pandemics like the COVID-19 pandemic, industry shutdowns or slowdowns (including due to labor strikes), extraordinary weather events (such as hurricanes and wildfires), and shifts in market demographics and transportation patterns (including reductions in foot traffic, roadway traffic, commuting, transit ridership and overall target audiences due to remote work, safety concerns or otherwise), among other things.

These sensitivities may adversely impact our revenues and operating results on a consolidated basis and/or may have a disproportionate adverse impact on our Transit segment.

We rely on third parties to manufacture, transport and install our digital displays, and provide programmatic and direct sale advertising platform technologies for our digital display inventory.

Historically, we have experienced delays and price increases with respect to certain of our digital displays due to external events beyond our control.

If we experience delays and/or price increases in the future, it could have an adverse effect on our business, financial condition and results of operations.

Historically, we have experienced inflationary increases with respect to some of our posting, maintenance and other expenses, some of our corporate expenses, and our interest expense.

Our billboard property lease expenses and transit franchise expenses have been less impacted by inflation due to the long-term nature of most of our operating leases and transit franchise agreements.

However, our transit franchise agreements that contain inflationary price adjustments may cause increases in our transit franchise expenses in the over the remaining terms of the agreements.

Though the Company cannot reasonably estimate the full impact of inflationary increases on our business, financial condition and results of operations at this time, a portion of these increases may be fully or partially offset by increases in advertising rates on our displays and cost efficiencies.

Business Environment

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We have deployed state-of-the-art digital transit displays in connection with several transit franchises we operate and we expect to continue these deployments over the coming years, but at a slower pace than our historical deployments.

We believe revenues generated on our network of digital transit displays will be higher than revenues generated on a comparable portfolio of our static transit displays.

Revenues generated on our network of digital transit displays are generally higher than revenues generated on a comparable portfolio of our static transit displays.

We have incurred, and we intend to incur, significant equipment deployment costs and capital expenditures, in the coming years to continue increasing the number of digital displays in our portfolio.

However, we expect our annual equipment deployment cost spending with respect to the New York Metropolitan Transportation Authority (the “MTA”) transit franchise will decline now that we have substantially completed our initial deployment during 2024.

During the nine months ended September 30, 2024, we built or converted 65 new digital billboard displays in the U.S.

and entered into marketing arrangements to sell advertising on 14 third-party digital billboard displays in the U.S.

In the nine months ended September 30, 2024, we built, converted or replaced 5,717 digital transit and other displays in the U.S.

During the three months ended March 31, 2025, we built or converted 28 new digital billboard displays and entered into marketing arrangements to sell advertising on 2 third-party digital billboard displays.

In the three months ended March 31, 2025, we built, converted or replaced 788 digital transit and other displays.

The following table sets forth information regarding our digital displays.

Digital Revenues (in millions)

for the Nine Months Ended

September 30, 2024 (a)

for the Three Months Ended

March 31, 2025 (a)

Number of Digital Displays as of

September 30, 2024 (a)

Location Digital Billboard Digital Transit and Other Total Digital Revenues Digital Billboard Displays Digital Transit and Other Displays Total Digital Displays

March 31, 2025 (a)

Location Digital Billboard Digital Transit Total Digital Revenues Digital Billboard Displays Digital Transit Displays Total Digital Displays

United States $ 92.3 $ 35.6 $ 127.9 1,961 29,156 31,117

11.5 1.1 12.6 — — —

Total $ 322.4 $ 112.4 $ 434.8 1,923 27,303 29,226

(a) Digital display amounts include 6,449 displays reserved for transit agency use.

Our number of digital displays is impacted by acquisitions, dispositions, management agreements, the net effect of new and lost billboards, and the net effect of won and lost franchises in the period.

(b) On June 7, 2024, we completed the sale of the Canadian Business in the Transaction.

Description of Business and Basis of Presentation and Note 12.

Acquisitions and Dispositions :

Dispositions :

Canadian Business to the Consolidated Financial Statements.)

Our revenues and profits may fluctuate due to seasonal advertising patterns and influences on advertising markets.

Our revenues and profits fluctuate due to seasonal advertising patterns and influences on advertising markets.

Typically, our revenues and profits are highest in the fourth quarter, during the holiday shopping season, and lowest in the first quarter, as advertisers adjust their spending following the holiday shopping season.

As described above, our revenues and profits may also fluctuate due to external events beyond our control.

We have a diversified base of customers across various industries.

During the three months ended September 30, 2024, our largest categories of advertisers were entertainment, retail and health/medical, each of which represented approximately 18%, 12% and 8% of our total U.S.

Media segment revenues, respectively.

During the three months ended September 30, 2023, our largest categories of advertisers were entertainment, retail and health/medical, each of which represented approximately 19%, 11% and 9% of our total U.S.

Media segment revenues, respectively.

During the nine months ended September 30, 2024, our largest categories of advertisers were entertainment, retail and health/medical, each of which represented approximately 18%, 11% and 9% of our total U.S.

Media segment revenues, respectively.

During the nine months ended September 30, 2023, our largest categories of advertisers were entertainment, retail and health/medical, each of which represented approximately 20%, 10% and 9% of our total U.S.

Media segment revenues, respectively.

As described above, our revenues and profits also fluctuate due to external events beyond our control.

During the three months ended March 31, 2025, our largest categories of advertisers were entertainment, retail and legal services/lawyers, each of which represented 19%, 12% and 11% of our total revenues from our Billboard and Transit segments, respectively.

During the three months ended March 31, 2024, our largest categories of advertisers were entertainment, retail and health/medical, each of which represented 20%, 11% and 10% of our total revenues from our Billboard and Transit segments, respectively.

Our large-scale portfolio allows our customers to reach a national audience and also provides the flexibility to tailor campaigns to specific regions or markets.

We generated approximately 42% of our U.S.

Media segment revenues from national advertising campaigns in the three months ended September 30, 2024, compared to approximately 43% in the same prior-year period.

We generated approximately 41% of our U.S.

Media segment revenues from national advertising campaigns in the nine months ended September 30, 2024, compared to approximately 42% in the same prior-year period.

We generated approximately 42% of our total revenues from our Billboard and Transit segments from national advertising campaigns in the three months ended March 31, 2025, compared to approximately 40% in the same prior-year period.

Our transit businesses require us to periodically obtain and renew contracts with municipalities and other governmental entities.

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We believe these non-GAAP performance indicators are meaningful supplemental measures of our operating performance and should not be considered in isolation of, or as a substitute for, their most directly comparable GAAP financial measures.

Three Months Ended Nine Months Ended

September 30, % September 30, %

(in millions, except percentages) 2024 2023 Change 2024 2023 Change

Three Months Ended

(in millions, except percentages) 2025 2024 Change

Revenues $ 390.7 $ 408.5 (4) %

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390.7 389.9 —

Operating income (loss) 71.3 58.6 22 314.4 (364.2) *

Operating income 13.9 14.0 (1)

Adjusted OIBDA (b)

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16.4 % 16.3 %

Net income (loss) attributable to OUTFRONT Media Inc.

Net loss attributable to OUTFRONT Media Inc.

(20.6) (27.2) (24)

Funds from operations (“FFO”) (b) attributable to OUTFRONT Media Inc.

82.7 73.4 13 188.8 35.9 *

Adjusted FFO (“AFFO”) (b) attributable to OUTFRONT Media Inc.

80.8 75.7 7 188.8 167.7 13

* Calculation is not meaningful.

(a) Organic revenues exclude revenues associated with the impact of the Transaction and the impact of foreign currency exchange rates (“non-organic revenues”).

(a) Organic revenues exclude revenues associated with the impact of the Transaction (“non-organic revenues”).

We provide organic revenues to understand the underlying growth rate of revenue excluding the impact of non-organic revenue items.

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Organic revenues, as we calculate it, may not be comparable to similarly titled measures employed by other companies.

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

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

to FFO attributable to OUTFRONT Media Inc.

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We derive Revenues primarily from providing advertising space to customers on our advertising structures and sites.

Our contracts with customers generally cover periods ranging from four weeks to one year.

Our traditional contracts with customers generally cover periods ranging from four weeks to one year.

Revenues from billboard displays are recognized as rental income on a straight-line basis over the contract term.

Transit and other revenues are recognized over the contract period.

Transit display revenues are recognized based on the level of units displayed in proportion to the total units to be displayed over the contract period.

Billboard display and Transit display revenues generated from programmatic advertising platforms are recognized as rental income as the related advertisement is displayed.

Billboard and Transit display revenues derived from impression-based sales contracts fulfilled on direct sales advertising platforms are recognized as revenue over the contract period based pro-rata on the number of impressions delivered in proportion to the total number of impressions to be delivered.

Revenues generated from programmatic advertising platforms are based on agreements with the platforms, rather than direct contracts with individual advertisers.

(See Note 11.

Revenues to the Consolidated Financial Statements.)

Three Months Ended Nine Months Ended

September 30, % September 30, %

(in millions, except percentages) 2024 2023 Change 2024 2023 Change

Billboard $ 360.6 $ 363.6 (1) % $ 1,062.8 $ 1,055.8 1 %

Transit and other

91.3 91.2 — 274.9 263.6 4

Three Months Ended

(in millions, except percentages) 2025 2024 Change

Total revenues $ 390.7 $ 408.5 (4) %

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$ 390.7 $ 389.9 —

Transit and other

91.3 86.5 6 268.1 251.3 7

Total organic revenues (a)

451.9 430.5 5 1,302.8 1,253.6 4

Non-organic revenues — 18.6 *

— 19.6 * 28.1 53.5 (47)

Transit and other

— 4.7 * 6.8 12.3 (45)

Total non-organic revenues

— 24.3 * 34.9 65.8 (47)

Total revenues $ 390.7 $ 408.5 (4)

* Calculation is not meaningful.

(a) Organic revenues exclude revenues associated with the impact of the Transaction and the impact of foreign currency exchange rates (“non-organic revenues”).

Total revenues decreased by $2.9 million, or 1%, and organic revenues increased $21.4 million, or 5%, in the three months ended September 30, 2024, compared to the same prior-year period.

Total revenues increased by $18.3 million, or 1%, and organic revenues increased $49.2 million, or 4%, in the nine months ended September 30, 2024, compared to the same prior-year period.

In the three months ended September 30, 2023, nine months ended September 30, 2024, and nine months ended September 30, 2023, non-organic revenues reflect the impact of the Transaction.

Also in the nine months ended September 30, 2023, non-organic revenues reflect the impact of foreign currency exchange rates.

Total billboard revenues decreased $3.0 million, or 1%, in the three months ended September 30, 2024, compared to the same prior-year period, primarily due to the impact of the Transaction, partially offset by an increase in average revenue per display (yield), driven by the impact of programmatic and direct sale advertising platforms on digital billboard revenues, the impact of new and lost billboards in the period, including insignificant acquisitions, and higher proceeds from condemnations.

Total billboard revenues increased $7.0 million, or 1%, in the nine months ended September 30, 2024, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), driven by the impact of programmatic and direct sale advertising platforms on digital billboard revenues and the impact of new and lost billboards in the period, including insignificant acquisitions, partially offset by the impact of the Transaction and lower proceeds from condemnations.

Organic billboard revenues increased $16.6 million, or 5%, in the three months ended September 30, 2024, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), driven by the impact of programmatic and direct sale advertising platforms on digital billboard revenues, the impact of new and lost billboards in the period, including insignificant acquisitions, and higher proceeds from condemnations.

Organic billboard revenues increased $32.4 million, or 3%, in the nine months ended September 30, 2024, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), driven by the impact of programmatic and direct sale advertising platforms on digital billboard revenues and the impact of new and lost billboards in the period, including insignificant acquisitions, partially offset by lower proceeds from condemnations.

Total transit and other revenues increased $0.1 million in the three months ended September 30, 2024, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), partially offset by the impact of the Transaction and the impact of new and lost transit franchise contracts in the period.

Total transit and other revenues increased $11.3 million, or 4%, in the nine months ended September 30, 2024, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), partially offset by the impact of new and lost transit franchise contracts in the period and the impact of the Transaction.

Organic transit and other revenues increased $4.8 million, or 6%, in the three months ended September 30, 2024, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), partially offset by the impact of new and lost transit franchise contracts in the period.

Organic transit and other revenues increased $16.8 million, or 7%, in the nine months ended September 30, 2024, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), partially offset by the impact of new and lost transit franchise contracts in the period.

Three Months Ended Nine Months Ended

September 30, % September 30, %

(in millions, except percentages) 2024 2023 Change 2024 2023 Change

(a) Organic revenues exclude revenues associated with the impact of the Transaction (“non-organic revenues”).

Total revenues decreased by $17.8 million, or 4%, and organic revenues increased $0.8 million in the three months ended March 31, 2025, compared to the same prior-year period.

In the three months ended March 31, 2024, non-organic revenues reflect the impact of the Transaction.

Three Months Ended

(in millions, except percentages) 2025 2024 Change

Operating $ 221.3 $ 238.7 (7) %

Selling, general and administrative 114.7 110.5 4

Net (gain) loss on dispositions 1.5 — * (153.6) 0.2 *

Impairment charges — 12.1 * 17.9 523.5 (97)

Net loss on dispositions 0.1 0.1 —

Impairment charge — 9.1 *

Depreciation 23.6 18.5 28

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Operating Expenses

Three Months Ended Nine Months Ended

September 30, % September 30, %

(in millions, except percentages) 2024 2023 Change 2024 2023 Change

Three Months Ended

(in millions, except percentages) 2025 2024 Change

Operating expenses:

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Total operating expenses $ 221.3 $ 238.7 (7)

Billboard property lease expenses represented 33% of billboard revenues in the three months ended September 30, 2024, and 34% in the three months ended September 30, 2023.

The decrease in billboard property lease expenses as a percentage of billboard revenues in the three months ended September 30, 2024, is primarily due to lower variable billboard property lease costs driven by higher revenue performance in advertising markets that have lower variable billboard property lease costs and lower revenue performance in advertising markets that have higher variable billboard property lease costs, partially offset by the impact of new locations, including through acquisitions.

Billboard property lease expenses represented 34% of billboard revenues in the nine months ended September 30, 2024, and 35% in the nine months ended September 30, 2023.

The decrease in billboard property lease expenses as a percentage of billboard revenues in the nine months ended September 30, 2024, is primarily due to lower variable billboard property lease costs driven by higher revenue performance in advertising markets that have lower variable billboard property lease costs and lower revenue performance in advertising markets that have higher variable billboard property lease costs (see Note 5.

Leases to the Consolidated Financial Statements) and the impact of new locations, including through acquisitions.

Transit franchise expenses represented 73% of transit display revenues in the three months ended September 30, 2024, 73% in the three months ended September 30, 2023, 72% of transit display revenues in the nine months ended September 30, 2024, and 76% in the nine months ended September 30, 2023.

The decrease in transit franchise expenses, as a percentage of transit display revenues in the nine months ended September 30, 2024, compared to the same prior-year period, was primarily driven by MTA revenues growing at a faster pace than the inflationary increase to the guaranteed minimum annual payments to the MTA under the MTA Agreement (as defined below), partially offset by the net impact of new and lost transit franchise contracts.

Billboard property lease and transit franchise expenses decreased $5.3 million, or 3%, in the three months ended September 30, 2024, compared to the same prior-year period, primarily due to the impact of the Transaction, lower variable property lease expenses and the net impact of new and lost transit franchise contracts, partially offset by higher guaranteed minimum annual payments to the MTA and the impact of new locations, including through acquisitions.

Billboard property lease and transit

franchise expenses decreased $6.8 million, or 1%, in the nine months ended September 30, 2024, compared to the same prior-year period, primarily due to lower variable property lease expenses, the impact of the Transaction and the net impact of new and lost transit franchise contracts, partially offset by higher guaranteed minimum annual payments to the MTA and the impact of new locations, including through acquisitions.

Posting, maintenance and other expenses as a percentage of revenues were 12% in each of the three months ended September 30, 2024 and 2023, and 13% in each of the nine months ended September 30, 2024, and 2023.

Posting, maintenance and other expenses decreased $1.4 million, or 2%, in the three months ended September 30, 2024, compared to the same prior-year period, primarily due to the impact of the Transaction and lower materials costs driven by lower third-party equipment sales, partially offset by higher compensation-related expenses and higher posting and rotation costs, driven by higher business activity.

Posting, maintenance and other expenses increased $2.4 million, or 1%, in the nine months ended September 30, 2024, compared to the same prior-year period, primarily due to higher compensation-related expenses, higher posting and rotation costs, driven by higher business activity, and higher maintenance and utilities cost, driven by inflationary cost increases, partially offset by the impact of the Transaction and lower materials costs driven by lower third-party equipment sales.

Billboard property lease expenses represented 28% of total revenues in the three months ended March 31, 2025, and 30% in the three months ended March 31, 2024.

The decrease in billboard property lease expenses as a percentage of total revenues in the three months ended March 31, 2025, compared to the same prior-year period is primarily due to lower variable billboard property lease costs driven by higher relative revenue performance in advertising markets that have lower variable billboard property lease costs and lower revenue performance in advertising markets that have higher variable billboard property lease costs (see Note 5.

Leases to the Consolidated Financial Statements) and the impact of lost billboards.

Billboard property lease expenses decreased $12.5 million, or 10%, primarily due to lower variable billboard property lease expenses, the impact of the Transaction and lost billboards.

Transit franchise expenses decreased $1.0 million, or 2%, in the three months ended March 31, 2025, compared to the same prior-year period, primarily due to the impact of the Transaction.

Transit franchise expenses represented 15% of total revenues in the three months ended March 31, 2025, and 14% in the three months ended March 31, 2024.

The increase in transit franchise expenses, as a percentage of total revenues in the three months ended March 31, 2025, compared to the same prior-year period, was primarily driven by the impact of the Transaction.

Posting, maintenance and other expenses, as a percentage of total revenues, were 14% in each of the three months ended March 31, 2025 and 2024.

Posting, maintenance and other expenses decreased $3.9 million, or 7%, in the three months ended March 31, 2025, compared to the same prior-year period, primarily due to the impact of the Transaction, partially offset by higher materials costs driven by higher third-party equipment sales.

Selling, General and Administrative Expenses (“SG&A”)

SG&A expenses represented 24% of Revenues in the three months ended September 30, 2024, 23% of Revenues in the three months ended September 30, 2023, 25% of Revenues in the nine months ended September 30, 2024 and 24% of Revenues in the nine months ended September 30, 2023.

SG&A expenses increased $3.4 million, or 3%, in the three months ended September 30, 2024, compared to the same prior-year period, primarily due to higher compensation-related expenses, including salaries and commissions, the impact of market fluctuations on an unfunded equity-linked retirement plan offered by the Company to certain employees and higher professional fees, as a result of a management consulting project, partially offset by the impact of the Transaction and a lower provision for doubtful accounts.

SG&A expenses increased $16.5 million, or 5%, in the nine months ended September 30, 2024, compared to the same prior-year period, primarily due to higher compensation-related expenses, including salaries and commissions, higher professional fees, as a result of a management consulting project, the impact of market fluctuations on an unfunded equity-linked retirement plan offered by the Company to certain employees and higher rent related to new offices, partially offset by the impact of the Transaction.

SG&A expenses increased $4.2 million, or 4%, in the three months ended March 31, 2025, compared to the same prior-year period, primarily due to higher compensation-related expenses, including severance and salaries, and higher professional fees, as a result of a management consulting project, partially offset by the impact of the Transaction and the impact of market fluctuations on an unfunded equity-linked retirement plan offered by the Company to certain employees.

We continue to evaluate methods to lower SG&A expense growth.

Net (Gain) Loss on Dispositions

Net loss on dispositions was $1.5 million in the three months ended September 30, 2024.

Net gain on dispositions was $153.6 million in the nine months ended September 30, 2024, compared to a Net loss on dispositions of $0.2 million in the same prior-year period, due primarily to the impact of the Transaction.

Impairment Charges

As a result of negative aggregate cash flow forecasts related to our MTA asset group, we performed quarterly impairment analyses on the MTA asset group during the three months ended March 31, 2024 and June 30, 2024, and recorded impairment charges of $9.1 million and $8.8 million, respectively, in those periods for a total of $17.9 million in the six months ended June 30, 2024.

The impairment charges recorded during 2024 represented additional MTA equipment deployment cost spending during the six months ended June 30, 2024.

Our analysis performed as of September 30, 2024, resulted in positive aggregate cash flows in excess of the carrying value of our MTA asset group.

As such, no impairment charges were recorded during the three months ended September 30, 2024.

In the three months ended September 30, 2023, we recorded impairment charges of $12.1 million, representing additional MTA equipment deployment costs spending during the quarter, and in the nine months ended September 30, 2023, we recorded impairment charges of $523.5 million, primarily representing $455.2 million of impairment charges related to our MTA asset group (see Note 4.

Intangible Assets to the Consolidated Financial Statements) and an impairment charge of $47.6 million representing the entire goodwill balance associated with our U.S.

Transit and Other reporting unit.

In addition, in the nine months ended September 30, 2023, we recorded an impairment charge of $0.3 million related to an other-than-temporary decline in fair value of a cost-method investment.

Depreciation decreased $0.7 million, or 4%, in the three months ended September 30, 2024, compared to the same prior-year period, and decreased $3.6 million, or 6%, in the nine months ended September 30, 2024, compared to the same prior-year period, due primarily to the impact of the Transaction (see Note 12.

Acquisitions and Dispositions :

Dispositions :

Canadian Business ), partially offset by higher depreciation on current year projects.

Amortization decreased $1.0 million, or 5%, in the three months ended September 30, 2024, and decreased $9.4 million, or 15%, in the nine months ended September 30, 2024, compared to the same prior-year periods, due primarily to the impact of the Transaction (see Note 12.

Acquisitions and Dispositions :

Dispositions :

Canadian Business ), partially offset by higher amortization related to asset acquisitions completed within the last year.

Net Loss on Dispositions

Net loss on dispositions was $0.1 million in each of the three months ended March 31, 2025 and 2024.

Impairment Charge

We recorded an impairment charge of $9.1 million in the three months ended March 31, 2024.

As a result of negative aggregate undiscounted cash flow forecasts related to our MTA asset group, we performed a quarterly impairment analysis on the MTA asset group during the three months ended March 31, 2024, we recorded an impairment charge of $9.1 million, representing additional MTA equipment deployment cost spending during the quarter (see Note 4.

Intangible Assets to the Consolidated Financial Statements).

No impairment charges were recorded during the three months ended March 31, 2025.

Depreciation increased $5.1 million, or 28%, in the three months ended March 31, 2025, compared to the same prior-year period, due primarily to higher depreciation related to the change in estimated useful life of certain advertising displays.

Amortization decreased $0.5 million, or 3%, in the three months ended March 31, 2025, compared to the same prior-year period.

Interest Expense, Net

Interest expense, net, was $37.1 million (including $1.5 million of deferred financing costs) in the three months ended September 30, 2024, and $40.2 million (including $1.6 million of deferred financing costs) in the same prior-year period.

Interest expense, net, decreased in the three months ended September 30, 2024, compared to the same prior-year period, due primarily to a lower average debt balance, partially offset by higher interest rates.

Interest expense, net, was $119.6 million (including $4.6 million of deferred financing costs) in the nine months ended September 30, 2024, and $117.6 million (including $5.0 million of deferred financing costs) in the same prior-year period.

Interest expense, net, increased in the nine months ended September 30, 2024, compared to the same prior-year period, primarily due to higher interest rates, partially offset by a lower average debt balance.

Loss on Extinguishment of Debt

In the nine months ended September 30, 2024, we recorded a loss on extinguishment of debt of $1.2 million, relating to the write-off of deferred financing costs and a portion of the discount on the Term Loan (as defined below), due to prepayments on the Term Loan.

Interest expense, net, was $36.0 million (including $1.5 million of deferred financing costs) in the three months ended March 31, 2025, and $41.4 million (including $1.6 million of deferred financing costs) in the same prior-year period.

Interest expense, net, decreased in the three months ended March 31, 2025, compared to the same prior-year period, primarily due to a lower average debt balance and lower interest rates.

Benefit (Provision) for Income Taxes

Benefit for income taxes was $0.2 million in the three months ended September 30, 2024, compared to a Provision for income taxes of $1.4 million in the same prior-year period, due primarily to the impact of the Transaction.

Provision for income taxes increased $8.2 million in the nine months ended September 30, 2024, compared to the same prior-year period, due primarily to a gain on disposition related to the Transaction.

Net Income (Loss)

Net income before allocation to redeemable and non-redeemable noncontrolling interests increased $18.1 million, or 108%, in the three months ended September 30, 2024, compared to the same prior-year period, primarily driven by higher operating income, impairment charges incurred in 2023 and lower interest expense.

Net income before allocation to redeemable and non-redeemable noncontrolling interests was $184.7 million in the nine months ended September 30, 2024, compared a Net loss before allocation to redeemable and non-redeemable noncontrolling interests of $485.2 million in the same prior-year period, primarily driven by higher operating income, due primarily to a gain on disposition related to the Transaction and higher impairment charges incurred in 2023, partially offset by a higher provision for income taxes and higher interest expense.

Provision for income taxes was $0.5 million in the three months ended March 31, 2025, compared to a Benefit for income taxes of $0.5 million in the same prior-year period, due primarily to the inclusion of foreign operations before the impact of the Transaction.

Net loss before allocation to redeemable and non-redeemable noncontrolling interests decreased $6.6 million, or 24%, in the three months ended March 31, 2025, compared the same prior-year period, primarily driven by an impairment charge incurred in 2024.

Reconciliation of Non-GAAP Financial Measures

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AFFO also includes cash paid for maintenance capital expenditures since these are routine uses of cash that are necessary for our operations.

In addition, AFFO excludes losses on extinguishment of debt, as well as certain non-cash items, including non-real estate depreciation and amortization, impairment charges on non-real estate assets, stock-based compensation expense, accretion expense, the non-cash effect of straight-line rent, amortization of deferred financing costs and the same adjustments for our redeemable and non-redeemable noncontrolling interests, along with the non-cash portion of income taxes, and the related income tax effect of adjustments, as applicable.

In addition, AFFO excludes certain non-cash items, including non-real estate depreciation and amortization, impairment charges on non-real estate assets, stock-based compensation expense, accretion expense, the non-cash effect of straight-line rent, amortization of deferred financing costs and the same adjustments for our redeemable and non-redeemable noncontrolling interests, along with the non-cash portion of income taxes, and the related income tax effect of adjustments, as applicable.

We use FFO and AFFO measures for managing our business and for planning and forecasting future periods, and each is an important indicator of our operational strength and business performance, especially compared to other REITs.

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In addition, these measures do not necessarily represent funds available for discretionary use and are not necessarily a measure of our ability to fund our cash needs.

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

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

to FFO attributable to OUTFRONT Media Inc.

and AFFO attributable to OUTFRONT Media Inc.

Three Months Ended Nine Months Ended

September 30, September 30,

Three Months Ended

(in millions, except percentages) 2025 2024

Total revenues $ 390.7 $ 408.5

Operating income (loss) $ 71.3 $ 58.6 $ 314.4 $ (364.2)

Net (gain) loss on dispositions 1.5 — (153.6) 0.2

Impairment charges — 12.1 17.9 523.5

Operating income $ 13.9 $ 14.0

Net loss on dispositions 0.1 0.1

Impairment charge — 9.1

Depreciation 23.6 18.5

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Adjusted OIBDA margin 16.4 % 16.3 %

Net income (loss) attributable to OUTFRONT Media Inc.

Net loss attributable to OUTFRONT Media Inc.

$ (20.6) $ (27.2)

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Amortization of direct lease acquisition costs 13.2 13.1

Net (gain) loss on disposition of real estate assets 1.5 — (153.6) 0.2

Impairment charges (a)

— 8.8 13.1 379.9

Net loss on disposition of real estate assets 0.1 0.1

Impairment charge (a)

Adjustment related to redeemable and non-redeemable noncontrolling interests (0.1) (0.1)

Income tax effect of adjustments (b)

(0.4) — 10.1 —

FFO attributable to OUTFRONT Media Inc.

82.7 73.4 188.8 35.9

Non-cash portion of income taxes 0.5 (0.6)

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Other amortization 2.0 1.5

Impairment charges on non-real estate assets (a)(c)

— 3.3 4.8 143.6

Impairment charge on non-real estate assets (a)

Stock-based compensation 9.5 7.2

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Amortization of deferred financing costs

1.5 1.6 4.6 5.0

Loss on extinguishment of debt — — 1.2 —

AFFO attributable to OUTFRONT Media Inc.

$ 23.9 $ 23.2

(a) Impairment charges related to the long-term outlook of our U.S.

Transit and Other reporting unit (see Note 4.

(a) Primarily an Impairment charge related to our Transit reporting unit and MTA asset group (see Note 4.

Intangible Assets to the Consolidated Financial Statements).

(b) Income tax effect related to Net gain on disposition of real estate assets.

(c) In nine months ended September 30, 2023, also includes an Impairment charge related to an other-than-temporary decline in fair value of a cost-method investment.

FFO attributable to OUTFRONT Media Inc.

increased $9.3 million, or 13%, in the three months ended September 30, 2024, compared to the same prior-year period, due primarily to lower impairment charges on non-real estate assets and lower interest expense.

AFFO attributable to OUTFRONT Media Inc.

increased $5.1 million, or 7%, in the three months ended September 30, 2024, compared to the same prior-year period, due primarily to lower maintenance capital expenditures.

FFO attributable to OUTFRONT Media Inc.

increased $152.9 million in the nine months ended September 30, 2024, compared to the same prior-year period, due primarily to lower impairment charges on non-real estate assets.

increased $4.2 million in the three months ended March 31, 2025, compared to the same prior-year period, due primarily to lower interest expense and the impact of an impairment charge in 2024, partially offset by higher stock-based compensation.

AFFO attributable to OUTFRONT Media Inc.

increased $21.1 million, or 13%, in the nine months ended September 30, 2024, compared to the same prior-year period, due primarily to higher Adjusted OIBDA, lower maintenance capital expenditures and lower cash paid for income taxes.

increased $0.7 million, or 3%, in the three months ended March 31, 2025, compared to the same prior-year period, due primarily to lower interest expense and higher equity earnings, partially offset by lower Adjusted OIBDA, lower non-cash effect of straight-line rent and higher maintenance capital expenditures.

Segment Results of Operations

We present Adjusted OIBDA as the primary measure of profit and loss for our U.S.

Media reportable segment and Other .

We present Adjusted OIBDA as the primary measure of profit and loss for our reportable segments.

(See the “Key Performance Indicators” section of this MD&A and Note 17.

Segment Information to the Consolidated Financial Statements.)

We currently manage our operations through one operating segment, U.S.

Billboard and Transit, which is included in our U.S.

Media reportable segment.

We currently manage our operations through two reportable operating segments—(1) Billboard and (2) Transit .

Prior to its sale, our Canadian operations comprised our International operating segment, which did not meet the criteria to be a reportable segment and accordingly, was included in Other .

Historical operating results of our Canadian operations are included in Other through the date of sale (see Note 18.

Segment Information to the Consolidated Financial Statements).

Our segment reporting therefore includes U.S.

Media and Other .

The following table presents our Revenues , Adjusted OIBDA and Operating income (loss) by segment in the three and nine months ended September 30, 2024 and 2023.

Three Months Ended Nine Months Ended

September 30, September 30,

Historical operating results of our Canadian operations are included in Other (see Note 17.

Segment Information to the Consolidated Financial Statements) through the date of sale.

Also included in Other are operating results for third-party digital equipment sales.

The following table presents our Revenues , Adjusted OIBDA and Operating income by segment in the three months ended March 31, 2025 and 2024.

Three Months Ended

(in millions) 2025 2024

Media $ 451.5 $ 428.7 $ 1,302.0 $ 1,248.1

Billboard $ 310.7 $ 313.9

Transit 77.7 75.7

Other 2.3 18.9

Total revenues $ 390.7 $ 408.5

Operating income (loss) $ 71.3 $ 58.6 $ 314.4 $ (364.2)

Net (gain) loss on dispositions 1.5 — (153.6) 0.2

Impairment charges — 12.1 17.9 523.5

Operating income $ 13.9 $ 14.0

Net loss on dispositions 0.1 0.1

Impairment charge — 9.1

Depreciation 23.6 18.5

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Stock-based compensation (a)

7.0 7.2 21.8 22.9

Total Adjusted OIBDA $ 64.2 $ 66.5

Adjusted OIBDA:

Media $ 133.5 $ 120.2 $ 355.8 $ 325.6

Billboard $ 99.0 $ 97.1

Transit (14.2) (15.3)

Other 0.5 0.9

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Operating income (loss):

Media $ 94.9 $ 72.7 $ 227.3 $ (309.7)

Billboard $ 61.0 $ 63.7

Transit (17.0) (27.2)

Other 0.5 0.9

Corporate (30.6) (23.4)

Total operating income (loss) $ 71.3 $ 58.6 $ 314.4 $ (364.2)

Total operating income $ 13.9 $ 14.0

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

Three Months Ended Nine Months Ended

September 30, % September 30, %

(in millions, except percentages) 2024 2023 Change 2024 2023 Change

Billboard $ 360.6 $ 344.0 5 % $ 1,034.7 $ 1,002.3 3 %

Transit and other 90.9 84.7 7 267.3 245.8 9

Total revenues $ 451.5 $ 428.7 5 $ 1,302.0 $ 1,248.1 4

Three Months Ended

(in millions, except percentages) 2025 2024 Change

Operating income $ 61.0 $ 63.7 (4) %

Net loss on dispositions 0.7 — *

Depreciation 21.6 16.7 29

Amortization 15.7 16.7 (6)

Adjusted OIBDA $ 99.0 $ 97.1 2

Revenues $ 310.7 $ 313.9 (1)

Operating expenses:

Billboard property lease (109.2) (115.5) (5)

Posting, maintenance and other (35.7) (36.6) (2)

Total operating expenses (144.9) (152.1) (5)

SG&A expenses (66.8) (64.7) 3

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Adjusted OIBDA margin 31.9 % 30.9 %

Operating income (loss) $ 94.9 $ 72.7 31 $ 227.3 $ (309.7) *

Net loss on dispositions 1.3 — * 1.5 0.2 *

Impairment charges — 12.1 * 17.9 523.5 (97)

Depreciation and amortization 37.3 35.4 5 109.1 111.6 (2)

New York metropolitan area revenues as a percentage of Billboard segment revenues

Los Angeles metropolitan area revenues as a percentage of Billboard segment revenues

* Calculation is not meaningful.

Billboard segment revenues decreased $3.2 million, or 1%, in the three months ended March 31, 2025, compared to the same prior-year period, driven by the impact of lost billboards in the period and lower proceeds from condemnations, partially offset by an increase in average revenue per display (yield), including the impact of programmatic platforms on digital billboard revenues.

We expect lost billboards to continue to adversely impact Billboard segment revenue performance throughout the remainder of 2025, particularly in the New York and Los Angeles metropolitan areas.

We generated approximately 39% in the three months ended March 31, 2025, and 36% in the three months ended March 31, 2024, of our Billboard segment revenues from national advertising campaigns.

Billboard segment property lease expenses represented 35% of Billboard segment revenues in the three months ended March 31, 2025, and 37% in the three months ended March 31, 2024.

Billboard segment property lease expenses decreased $6.3 million, or 5%, in the three months ended March 31, 2025, compared to same prior-year period, primarily driven by the impact of lost billboards and lower variable lease costs.

We expect Billboard segment property lease expenses to decline throughout the remainder of 2025, compared to the same prior-year periods, as a result of lost billboards.

Billboard segment posting maintenance and other expenses decreased $0.9 million, or 2%, in the three months ended March 31, 2025, compared to the same prior-year period, primarily driven by lower maintenance and utilities cost, and lower posting and rotation costs, partially offset by higher compensation-related expenses.

SG&A expenses in the Billboard segment increased $2.1 million, or 3%, in the three months ended March 31, 2025, compared to the same prior-year period, primarily driven by higher compensation-related expenses, including salaries and commissions, higher travel and entertainment expenses and a higher allowance for bad debt.

Billboard segment Adjusted OIBDA increased $1.9 million, or 2%, in three months ended March 31, 2025, compared to the same prior-year period.

Billboard segment Adjusted OIBDA margin was 31.9% in the three months ended March 31, 2025, and 30.9% in the three months ended March 31, 2024.

Three Months Ended % Change

(in millions, except percentages) 2025 2024

Operating loss $ (17.0) $ (27.2) (38) %

Net (gain) loss on dispositions (0.6) 0.1 *

Impairment charge — 9.1 *

Depreciation 2.0 1.8 11

Amortization 1.4 0.9 56

Adjusted OIBDA $ (14.2) $ (15.3) (7)

New York metropolitan area revenues as a percentage of U.S.

Media segment revenues

19 % 20 % 19 % 19 %

Los Angeles metropolitan area revenues as a percentage of U.S.

Media segment revenues

13 % 14 % 14 % 15 %

Revenues $ 77.7 $ 75.7 3

Operating expenses:

Transit franchise (58.0) (58.0) —

Posting, maintenance and other (16.6) (16.1) 3

Total operating expenses (74.6) (74.1) 1

SG&A expenses (17.3) (16.9) 2

Adjusted OIBDA $ (14.2) $ (15.3) (7)

Adjusted OIBDA margin (18.3) % (20.2) %

New York metropolitan area revenues as a percentage of Transit segment revenues

Los Angeles metropolitan area revenues as a percentage of Transit segment revenues

* Calculation is not meaningful.

Media segment revenues increased $22.8 million, or 5%, in the three months ended September 30, 2024, compared to the same prior-year period, due primarily to higher transit and other revenues, as well as higher billboard revenues.

Media segment revenues increased $53.9 million, or 4%, in the nine months ended September 30, 2024, compared to the same prior-year period, due primarily to higher transit and other revenues, as well as higher billboard revenues.

We generated approximately 42% in the three months ended September 30, 2024, 43% in the three months ended September 30, 2023, 41% in the nine months ended September 30, 2024, and 42% in the nine months ended September 30, 2023, of our U.S.

Media segment revenues from national advertising campaigns.

Billboard revenues in the U.S.

Media segment increased $16.6 million, or 5%, in the three months ended September 30, 2024, compared to the same prior-year period, reflecting an increase in average revenue per display (yield), driven by the impact of programmatic and direct sale advertising platforms on digital billboard revenues, the impact of new and lost billboards in the period, including insignificant acquisitions, and higher proceeds from condemnations.

Billboard revenues in the U.S.

Media segment increased $32.4 million, or 3%, in the nine months ended September 30, 2024, compared to the same prior-year period, reflecting an increase in average revenue per display (yield), driven by the impact of programmatic and direct sale advertising platforms on digital billboard revenues and the impact of new and lost billboards in the period, including insignificant acquisitions, partially offset by lower proceeds from condemnations.

Transit and other revenues in the U.S.

Media segment increased $6.2 million, or 7%, in the three months ended September 30, 2024, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), partially offset by the impact of new and lost transit franchise contracts in the period.

Transit and other revenues in the U.S.

Media segment increased $21.5 million, or 9%, in the nine months ended September 30, 2024, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), partially offset by the impact of new and lost transit franchise contracts in the period.

Operating expenses in the U.S.

Media segment increased $7.1 million, or 3%, in the three months ended September 30, 2024, compared to the same prior-year period, primarily driven by higher guaranteed minimum annual payments to the MTA, higher compensation-related expenses and higher posting and rotation costs, driven by higher business activity, partially offset by lower variable property lease expenses and the net impact of new and lost transit franchise contracts.

Operating expenses in the

Media segment increased $14.0 million, or 2%, in the nine months ended September 30, 2024, compared to the same prior-year period, primarily driven by higher billboard revenues, higher compensation-related expenses, higher guaranteed minimum annual payments to the MTA, higher posting and rotation costs, driven by higher business activity, and higher maintenance and utilities cost, driven by inflationary cost increases, partially offset by the net impact of new and lost transit franchise contracts.

SG&A expenses in the U.S.

Media segment increased $2.4 million, or 3%, in the three months ended September 30, 2024, compared to the same prior-year period, primarily driven by higher compensation-related expenses, partially offset by lower professional fees and a lower provision for doubtful accounts.

SG&A expenses in the U.S.

Media segment increased $9.7 million, or 4%, in the nine months ended September 30, 2024, compared to the same prior-year period, primarily driven by higher compensation-related expenses and higher rent related to new offices, partially offset by lower professional fees.

In the nine months ended September 30, 2024, we recorded impairment charges of $17.9 million in the U.S.

Media segment, primarily related to impairment charges with respect to our MTA asset group and our U.S.

Transit and Other reporting unit.

We did not record any impairment charges in the three months ended September 30, 2024.

In the three months ended September 30, 2023, we recorded impairment charges of $12.1 million and in the nine months ended September 30, 2023, we recorded impairment charges of $523.5 million in the U.S.

Media segment, primarily related to impairment charges with respect to our MTA asset group and our U.S.

Transit and Other reporting unit.

Transit segment revenues increased $2.0 million, or 3%, in three months ended March 31, 2025, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), partially offset by the impact of new and lost transit franchise contracts in the period.

We generated approximately 54% in each of the three months ended March 31, 2025 and 2024, of our Transit segment revenues from national advertising campaigns.

Transit segment franchise expenses represented 75% of Transit segment revenues in the three months ended March 31, 2025, and 77% in the three months ended March 31, 2024.

Transit segment franchise expenses in three months ended March 31, 2025, was comparable to the same prior-year period, primarily driven by higher guaranteed minimum annual payments to the MTA, offset by lower variable franchise expenses.

Transit segment posting, maintenance and other expenses increased $0.5 million, or 3%, in the three months ended March 31, 2025, compared to the same prior-year period, primarily driven by higher maintenance and utility costs.

SG&A expenses in the Transit segment increased $0.4 million, or 2%, in the three months ended March 31, 2025, compared to the same prior-year period, primarily driven by higher professional fees and a higher allowance for bad debt.

In the three months ended March 31, 2024, we recorded an impairment charge of $9.1 million primarily related to an impairment charge with respect to our MTA asset group and our historical Transit reporting unit (see Note 4.

Intangible Assets to the Consolidated Financial Statements).

Media segment Adjusted OIBDA increased $13.3 million, or 11%, in the three months ended September 30, 2024, and increased $30.2 million, or 9%, in the nine months ended September 30, 2024, compared to the same prior-year period.

Adjusted OIBDA margin was 30% in the three months ended September 30, 2024, 28% in the three months ended September 30, 2023, 27% in the nine months ended September 30, 2024, and 26% in the nine months ended September 30, 2023.

The increases in Adjusted OIBDA margin were due primarily to a higher increases in Adjusted OIBDA compared to lower increases in revenues.

Three Months Ended Nine Months Ended

September 30, % September 30, %

(in millions, except percentages) 2024 2023 Change 2024 2023 Change

$ — $ 19.6 (100) % $ 28.1 $ 53.5 (47) %

Transit and other

0.4 6.5 (94) 7.6 17.8 (57)

Total revenues $ 0.4 $ 26.1 (98) $ 35.7 $ 71.3 (50)

Transit segment Adjusted OIBDA loss decreased $1.1 million, or 7%, in the three months ended March 31, 2025, compared to the same prior year period, due primarily to a larger increase in Transit segment revenues compared to a smaller increase in Transit segment operating expenses.

Three Months Ended

(in millions, except percentages) 2025 2024 Change

Operating income $ 0.5 $ 0.9 (44) %

Adjusted OIBDA $ 0.5 $ 0.9 (44)

Revenues $ 2.3 $ 18.9 (88)

Organic revenues (a) :

$ 2.3 $ 0.3 *

Transit and other

0.4 1.8 (78) 0.8 5.5 (85)

Total organic revenues (a)

0.4 1.8 (78) 0.8 5.5 (85)

Non-organic revenues — 18.6 *

— 19.6 * 28.1 53.5 (47)

Transit and other

— 4.7 * 6.8 12.3 (45)

Total non-organic revenues

— 24.3 * 34.9 65.8 (47)

Total revenues 2.3 18.9 (88)

Operating expenses:

(0.4) (14.2) (97) (22.1) (40.5) (45)

Billboard property lease — (6.2) *

Transit Franchise — (1.0) *

Posting, maintenance and other (1.8) (5.3) (66)

Total operating expenses (1.8) (12.5) (86)

SG&A expenses — (5.5) *

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Adjusted OIBDA margin 21.7 % 4.8 %

Operating income (loss) $ (0.3) $ 2.7 * $ 157.5 $ 3.6 *

Net (gain) loss on dispositions 0.2 — * (155.1) — *

Depreciation and amortization — 3.6 * — 10.5 *

Adjusted OIBDA $ (0.1) $ 6.3 * $ 2.4 $ 14.1 (83)

* Calculation is not meaningful.

(a) Organic revenues exclude the impact of the Transaction and the impact of foreign currency exchange rates (“non-organic revenues”).

Total Other revenues decreased $25.7 million, or 98%, in the three months ended September 30, 2024, compared to the same prior-year period, primarily driven by the impact of the Transaction and a decline in third-party digital equipment sales.

Total Other revenues decreased $35.6 million, or 50%, in the nine months ended September 30, 2024, compared to the same prior-year period, primarily driven by the impact of the Transaction and a decline in third-party digital equipment sales.

In the three months ended September 30, 2023, nine months ended September 30, 2024, and nine months ended September 30, 2023, non-organic revenues reflect the impact of the Transaction.

Also in the nine months ended September 30, 2023, non-organic revenues reflect the impact of foreign currency exchange rates.

Organic Other revenues decreased $1.4 million, or 78%, in the three months ended September 30, 2024, and decreased $4.7 million, or 85%, in the nine months ended September 30, 2024, compared to the same prior-year periods, primarily driven by a decline in third-party digital equipment sales.

Other operating expenses decreased $13.8 million, or 97%, in the three months ended September 30, 2024, and decreased $18.4 million, or 45%, in the nine months ended September 30, 2024, compared to the same prior-year periods, primarily driven by the impact of the Transaction and lower costs related to third-party digital equipment sales.

Other SG&A expenses decreased $5.5 million, or 98%, in the three months ended September 30, 2024, and was comparable in the nine months ended September 30, 2024, compared to the same prior-year periods, primarily driven by the impact of the Transaction.

Other Adjusted OIBDA was a loss of $0.1 million in the three months ended September 30, 2024, compared to Other Adjusted OIBDA of $6.3 million in the same prior-year period, due primarily to the impact of the Transaction and a decline in third-party digital equipment sales.

Other Adjusted OIBDA decreased $11.7 million, or 83%, in the nine months ended September 30,

2024, compared to the same prior-year period, due primarily to the impact of the Transaction and a decline in third-party digital equipment sales.

(a) Organic revenues exclude the impact of the Transaction (“non-organic revenues”).

Total Other revenues decreased $16.6 million, or 88%, in the three months ended March 31, 2025, compared to the same prior-year period, primarily driven by the impact of the Transaction, partially offset by an increase in third-party digital equipment sales.

In the three months ended March 31, 2024, non-organic revenues reflect the impact of the Transaction.

Organic Other revenues increased $2.0 million in the three months ended March 31, 2025, compared to the same prior-year period, primarily driven by an increase in third-party digital equipment sales.

Other operating expenses decreased $10.7 million, or 86%, in the three months ended March 31, 2025, compared to the same prior-year period, primarily driven by the impact of the Transaction, partially offset by higher costs related to third-party digital equipment sales.

Other SG&A expenses decreased $5.5 million in the three months ended March 31, 2025, compared to the same prior-year period, primarily driven by the impact of the Transaction.

Other Adjusted OIBDA decreased $0.4 million, or 44%, in the three months ended March 31, 2025, compared to the same prior-year period, due primarily to the impact of the Transaction, partially offset by an increase in third-party digital equipment sales.

Corporate expenses primarily include expenses associated with employees who provide centralized services.

Corporate expenses, excluding stock-based compensation, increased $6.7 million, or 70%, in the three months ended September 30, 2024, compared to the same prior-year period, and increased $13.4 million, or 38%, in the nine months ended September 30, 2024, compared to the same prior-year period.

The increases were primarily due to higher professional fees, as a result of a management consulting project, higher compensation-related expenses and the impact of market fluctuations on an unfunded equity-linked retirement plan offered by the Company to certain employees.

Corporate expenses, excluding stock-based compensation, increased $4.9 million, or 30%, in the three months ended March 31, 2025, compared to the same prior-year period, primarily due to higher compensation-related expenses, including severance, and higher professional fees, including fees related to a management consulting project, partially offset by the impact of market fluctuations on an unfunded equity-linked retirement plan offered by the Company to certain employees.

Liquidity and Capital Resources

(in millions, except percentages) September 30,

(in millions, except percentages) March 31,

2025 December 31, 2024 % Change

3 unchanged sentences

Other prepaid expenses 17.4 17.8 (2)

Assets held for sale — 34.6 *

Other current assets 11.0 11.8 (7)

8 unchanged sentences

Short-term operating lease liabilities 177.4 168.7 5

Liabilities held for sale — 24.1 *

Other current liabilities 23.1 19.6 18

8 unchanged sentences

In addition, as part of our growth strategy, we frequently evaluate strategic opportunities to acquire new businesses, assets or digital technology, directly or in connection with joint ventures (including buy/sell arrangements with joint venture partners).

Consistent with this strategy, we regularly evaluate potential acquisitions, ranging from small transactions to larger acquisitions,

which transactions and transaction-related expenses will be funded through cash on hand, additional borrowings, equity or other securities, or some combination thereof.

Consistent with this strategy, we regularly evaluate potential acquisitions, ranging from small transactions to larger acquisitions, which transactions and transaction-related expenses will be funded through cash on hand, additional borrowings, equity or other securities, or some combination thereof.

Our long-term cash needs include principal payments on outstanding indebtedness and commitments related to operating leases and franchise and other agreements, including any related guaranteed minimum annual payments, and equipment deployment costs.

Funding for long-term cash needs will come from our cash on hand, operating cash flows, our ability to issue debt and equity securities, and borrowings under the Revolving Credit Facility or other credit facilities that we may establish, to the extent available.

Although we have taken several actions to date to enhance our financial flexibility and increase our liquidity, our short-term and long-term cash needs and related funding capability may be adversely affected by the current levels of inflation and related economic environment if cash on hand and operating cash flows decrease in 2024, and our ability to issue debt and equity securities and/or borrow under our existing or new credit facilities on reasonable pricing terms, or at all, may become uncertain.

Although we have taken several actions to date to enhance our financial flexibility and increase our liquidity, our short-term and long-term cash needs and related funding capability may be adversely affected if cash on hand and operating cash flows decrease in 2025, and our ability to issue debt and equity securities and/or borrow under our existing or new credit facilities on reasonable pricing terms, or at all, may become uncertain.

(See the “Overview” section of this MD&A.)

Working capital was a deficit of $183.3 million as of September 30, 2024, compared to a deficit of $195.4 million as of December 31, 2023, primarily driven by the impact of the Transaction.

Working capital was a deficit of $208.5 million as of March 31, 2025, compared to a deficit of $135.0 million as of December 31, 2024, primarily driven by lower receivables, higher borrowings under the AR Facility, lower accrued lease and franchise costs, and lower bonus accruals.

Under the current MTA agreement, which was amended in June 2020 and July 2021 and is subject to modification as agreed-upon by us and the MTA (as amended, the “MTA Agreement”):

• Deployments .

We must deploy, over a number of years, (i) 5,433 digital advertising screens on subway and train platforms and entrances, (ii) 15,896 smaller-format digital advertising screens on rolling stock, and (iii) 9,283 MTA communications displays, which amounts are subject to the MTA’s ability to fulfill its pre-installation obligations under the MTA Agreement.

We are also obligated to deploy certain additional digital advertising screens and MTA communications displays in subway and train stations and rolling stock that the MTA may build or acquire in the future (collectively, the “New Inventory”).

1 unchanged sentence

We may retain incremental revenues that exceed an annual base revenue amount for the cost of deploying advertising and communications displays throughout the transit system.

As presented in the table below, recoupable MTA equipment deployment costs are recorded as Prepaid MTA equipment deployment costs and Intangible assets on our Consolidated Statement of Financial Position, and as these costs are recouped from incremental revenues that the MTA would otherwise be entitled to receive, Prepaid MTA equipment deployment costs will be reduced.

Recoupable MTA equipment deployment costs are recorded as Prepaid MTA equipment deployment costs and Intangible assets on our Consolidated Statement of Financial Position, and as these costs are recouped from incremental revenues that the MTA would otherwise be entitled to receive, Prepaid MTA equipment deployment costs will be reduced.

If incremental revenues generated over the term of the agreement are not sufficient to cover all or a portion of the equipment deployment costs, the costs will not be recouped, which could have an adverse effect on our business, financial condition and results of operations, including impairment charges (see Note 4.

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For any deployment costs deemed authorized after December 31, 2020, the MTA and the Company will no longer be obligated to directly pay 70% and 30% of the costs, respectively, and these costs will be subject to recoupment in accordance with the MTA Agreement.

We did not recoup any equipment deployment costs in the nine months ended September 30, 2024.

We did not recoup any equipment deployment costs in the three months ended March 31, 2025.

In addition, we currently do not expect to recoup any equipment deployment costs throughout the remainder of the Amended Term (as defined below) of the MTA Agreement.

We expect our MTA equipment deployment costs to be approximately $35.0 million in 2025.

After 2024, we expect MTA equipment deployment costs to be approximately $30.0 million to $40.0 million annually throughout the remainder of the Amended Term (as defined below) of the MTA Agreement and encompass replacement costs.

Accordingly, we expect annual MTA equipment deployment costs after 2024 to be significantly below prior year levels as we have substantially completed our initial deployment during 2024.

We expect MTA equipment deployment costs to be approximately $30.0 million to $40.0 million annually throughout the remainder of the Amended Term (as defined below) of the MTA Agreement and encompass replacement costs.

Accordingly, we expect annual MTA equipment deployment costs will decline now that we have substantially completed our initial deployment during 2024.

We must pay to the MTA the greater of a percentage of revenues or a guaranteed minimum annual payment.

Our payment obligations with respect to guaranteed minimum annual payment amounts owed to the MTA resumed on January 1, 2021, in accordance with the terms of the MTA Agreement, and any guaranteed minimum annual payment amounts that would have been paid for the period from April 1, 2020 through December 31, 2020 (less any revenue share amounts actually paid during this period using an increased revenue share percentage of 65%) will instead be added in equal increments to the guaranteed minimum annual payment amounts owed for the period from January 1, 2022, through December 31, 2026.

The MTA Agreement also provides that if prior to April 1, 2028 the balance of unrecovered costs of deploying advertising and communications screens throughout the transit system is equal to or less than zero, then in any year following the year in which such recoupment occurs (the “Recoupment Year”), the MTA is entitled to receive an additional payment equal to 2.5% of the annual base revenue amount for such year calculated in accordance with the MTA Agreement, provided that gross revenues in such year (i) were at

least equal to the gross revenues generated in the Recoupment Year, and (ii) did not decline by more than 5% from the prior year.

In July 2021, we extended the initial 10-year term of the MTA Agreement to a 13-year base term (the “Amended Term”).

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We may utilize cash on hand and/or incremental third-party financing to fund equipment deployment costs over the next couple of years.

However, given the current levels of inflation and related economic environment, we cannot reasonably estimate the aggregate financing amount, if any, at this time.

As of September 30, 2024, we have issued surety bonds in favor of the MTA totaling approximately $136.0 million, which amount is subject to change as equipment installations are completed and revenues are generated.

As indicated in the table below, we incurred $24.5 million related to MTA equipment deployment costs in the nine months ended September 30, 2024 (which includes equipment deployment costs related to future deployments), for a total of $604.1 million to date, of which $33.9 million had been recouped from incremental revenues to date.

As of September 30, 2024, 25,345 digital displays had been installed, composed of 5,008 digital advertising screens on subway and train platforms and entrances, 14,548 smaller-format digital advertising screens on rolling stock and 5,789 MTA communications displays.

In the three months ended September 30, 2024, 1,374 installations occurred, for a total of 5,648 installations in the nine months ended September 30, 2024.

MTA performance during the nine months ended September 30, 2024, was slightly better than the expectations and assumptions included in our year-end 2023 model and our current long-term assumptions continue to be in line with our year-end 2023 model.

The impairment charges recorded during 2024 represented additional MTA equipment deployment cost spending during the six months ended June 30, 2024.

Our analysis performed as of September 30, 2024, resulted in positive aggregate cash flows in excess of the carrying value of our MTA asset group.

As such, no impairment charges were recorded during the three months ended September 30, 2024.

(See the “Critical Accounting Policies” section of this MD&A and Note 4.

Intangible Assets to the Consolidated Financial Statements.) We currently expect positive aggregate cash flows on an undiscounted basis from the fourth quarter of 2024 through to the end of the Amended Term of the MTA Agreement.

However, we cannot reasonably estimate the aggregate financing amount, if any, at this time.

As of March 31, 2025, we have issued surety bonds in favor of the MTA totaling approximately $136.0 million, which amount is subject to change as equipment installations are completed and revenues are generated.

We incurred $3.7 million related to MTA equipment deployment costs in the three months ended March 31, 2025 (which includes equipment deployment costs related to future deployments), for a total of $612.6 million to date, of which $33.9 million had been recouped from incremental revenues to

As of March 31, 2025, we had Intangible assets related to franchise agreements balance related to the MTA Agreement of $13.9 million.

As of March 31, 2025, 27,033 digital displays had been installed, composed of 4,998 digital advertising screens on subway and train platforms and entrances, 15,664 smaller-format digital advertising screens on rolling stock and 6,371 MTA communications displays.

In the three months ended March 31, 2025, 788 installations occurred.

As a result of negative aggregate undiscounted cash flow forecasts related to our MTA asset group, we performed a quarterly impairment analysis on the MTA asset group during the three months ended March 31, 2024, and recorded an impairment charge of $9.1 million for the quarter.

The impairment charge recorded during 2024 represented additional MTA equipment deployment cost spending during the three months ended March 31, 2024.

No impairment charges were recorded during the three months ended March 31, 2025.

We currently expect positive aggregate cash flows on an undiscounted basis through to the end of the Amended Term of the MTA Agreement.

If our MTA performance continues to be in line with, or better than, our current model, we would not expect to incur additional impairment charges on our MTA equipment deployment cost spending.

There can be no assurance that these estimates and assumptions will prove to be an accurate prediction of the future, and a downward revision of these estimates and/or assumptions would decrease our cash flows, which could result in additional impairment charges in the future.

(in millions) Beginning Balance Deployment Costs Incurred Recoupment/MTA Funding Amortization/Impairment Reclassification Ending Balance

Nine months ended September 30, 2024:

Other current assets $ 1.1 $ — $ — $ — $ — $ 1.1

Intangible assets (franchise agreements) — 24.5 — (18.1) — 6.4

Total $ 1.1 $ 24.5 $ — $ (18.1) $ — $ 7.5

Year ended December 31, 2023:

Prepaid MTA equipment deployment costs $ 363.2 $ 21.8 $ — $ — $ (385.0) $ —

Other current assets 1.6 (0.4) (0.1) — — 1.1

Intangible assets (franchise agreements) 62.0 22.3 — (469.3) 385.0 —

Total $ 426.8 $ 43.7 $ (0.1) $ (469.3) $ — $ 1.1

On November 12, 2024, we announced that our board of directors approved a special dividend of $0.75 per share on our common stock payable on December 31, 2024, to stockholders of record at the close of business on November 15, 2024.

Approximately $0.30 per share will be paid in cash (exclusive of cash paid in lieu of fractional shares) and approximately $0.45 per share will be paid in shares of our common stock.

Stockholders will have the option to elect to receive their special dividend in all cash or all stock, however the aggregate amount of cash to be distributed will be equal to approximately $49.8 million, with the balance of the special dividend payable in the form of our common stock.

To offset the dilutive impact of the common stock portion of the special dividend, our board of directors also approved a reverse stock split, which we expect to complete in January 2025.

On May 8, 2025, we announced that our board of directors approved a quarterly cash dividend of $0.30 per share on our common stock payable on June 30, 2025, to stockholders of record at the close of business on June 6, 2025.

Debt, net, consists of the following:

(in millions, except percentages) September 30,

(in millions, except percentages) March 31,

2025 December 31,

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Total $ 3,078.8 $ 140.6 $ 1,290.6 $ 644.5 $ 1,003.1

The interest rate on the term loan due in 2026 (the “Term Loan”) was 6.6% per annum as of September 30, 2024.

As of September 30, 2024, a discount of $0.5 million on the Term Loan remains unamortized.

The interest rate on the term loan due in 2026 (the “Term Loan”) was 6.1% per annum as of March 31, 2025.

As of March 31, 2025, a discount of $0.4 million on the Term Loan remains unamortized.

The discount is being amortized through Interest expense, net , on the Consolidated Statement of Operations.

In June 2024, we prepaid $200.0 million of the outstanding principal balance on the Term Loan.

In the three and nine months ended September 30, 2024, we recorded a Loss on extinguishment of debt of $1.2 million on the Consolidated Statement of Operations, relating to the write-off of deferred financing costs and a portion of the discount on the Term Loan.

Revolving Credit Facility

We also have a $500.0 million revolving credit facility, which matures in 2028 (the “Revolving Credit Facility,” together with the Term Loan, the “Senior Credit Facilities”).

As of September 30, 2024, there were no outstanding borrowings under the Revolving Credit Facility.

The commitment fee based on the amount of unused commitments under the Revolving Credit Facility was $0.5 million in each of the three months ended September 30, 2024 and 2023, $1.5 million in the nine months ended September 30, 2024, and $1.3 million in the nine months ended September 30, 2023.

As of September 30, 2024, we had issued letters of credit totaling approximately $5.7 million against the letter of credit facility sublimit under the Revolving Credit Facility.

As of March 31, 2025, there were no outstanding borrowings under the Revolving Credit Facility.

The commitment fee based on the amount of unused commitments under the Revolving Credit Facility was $0.5 million in each of the three months ended March 31, 2025, and 2024.

As of March 31, 2025, we had issued letters of credit totaling approximately $5.2 million against the letter of credit facility sublimit under the Revolving Credit Facility.

Standalone Letter of Credit Facilities

As of September 30, 2024, we had issued letters of credit totaling approximately $65.0 million under our aggregate $81.0 million standalone letter of credit facilities.

The total fees under the letter of credit facilities were immaterial in each of the three and nine months ended September 30, 2024 and 2023.

As of March 31, 2025, we had issued letters of credit totaling approximately $64.7 million under our aggregate $81.0 million standalone letter of credit facilities.

The total fees under the letter of credit facilities were immaterial in each of the three months ended March 31, 2025 and 2024.

Accounts Receivable Securitization Facility

As of September 30, 2024, we have a $150.0 million revolving accounts receivable securitization facility (the “AR Facility”), which terminates in June 2027, unless further extended.

On June 14, 2024, we entered into an amendment to the agreements governing the AR Facility, pursuant to which we (i) extended the term of the AR Facility so that it now terminates on June 14, 2027, unless further extended;

and (ii) modified the upfront fee and modified the program fee so that the program fee may increase or decrease based on the Company’s Consolidated Net Secured Leverage Ratio (as defined and described below).

The amendment to the agreements governing the AR Facility do not change how we account for the AR Facility as a collateralized financing activity.

As of March 31, 2025, we have a $150.0 million revolving accounts receivable securitization facility (the “AR Facility”), which terminates in June 2027, unless further extended.

In connection with the AR Facility, Outfront Media LLC and Outfront Media Outernet Inc., each a wholly-owned subsidiary of the Company, and certain of the Company’s taxable REIT subsidiaries (“TRSs”) (the “Originators”), will sell and/or contribute their respective existing and future accounts receivable and certain related assets to either Outfront Media Receivables LLC, a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s qualified REIT subsidiary accounts receivable assets (the “QRS SPV”) or Outfront Media Receivables TRS, LLC a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s TRS accounts receivable assets (the “TRS SPV” and together with the QRS SPV, the “SPVs”).

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Further, the TRS SPV and the QRS SPV are jointly and severally liable for their respective obligations under the agreements governing the AR Facility.

As of September 30, 2024, there were $40.0 million of outstanding borrowings under the AR Facility, at a borrowing rate of 6.3%.

As of September 30, 2024, borrowing capacity remaining under the AR Facility was $110.0 million based on approximately $339.8 million of accounts receivable that could be used as collateral for the AR Facility in accordance with the agreements governing the AR Facility.

The commitment fee based on the amount of unused commitments under the AR Facility was $0.1 million in the three months ended September 30, 2024, immaterial for the three months ended September 30, 2023, $0.2 million in the nine months ended September 30, 2024, and $0.1 million in the nine months ended September 30, 2023.

In October and November 2024, we made repayments totaling $20.0 million under the AR Facility.

As of March 31, 2025, there were $50.0 million of outstanding borrowings under the AR Facility, at a borrowing rate of 5.6%.

As of March 31, 2025, borrowing capacity remaining under the AR Facility was $100.0 million based on approximately $312.9 million of accounts receivable that could be used as collateral for the AR Facility in accordance with the agreements governing the AR Facility.

The commitment fee based on the amount of unused commitments under the AR Facility was $0.1 million in each of the three months ended March 31, 2025 and 2024.

In April 2025, we made a repayment of $10.0 million under the AR Facility.

Debt Covenants

Our credit agreement, dated as of January 31, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), governing the Senior Credit Facilities, the agreements governing the AR Facility, and the indentures governing our senior notes contain customary affirmative and negative covenants, subject to certain exceptions, including but not limited to those that restrict the Company’s and its subsidiaries’ abilities to (i) pay dividends on, repurchase or make distributions in respect to the Company’s or its wholly-owned subsidiary, Outfront Media Capital LLC’s capital stock or make other restricted payments other than dividends or distributions necessary for us to maintain our REIT status, subject to certain conditions and exceptions, (ii) enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany or third-party transfers, and (iii) incur additional indebtedness.

One of the exceptions to the restriction on our ability to incur additional indebtedness is satisfaction of a Consolidated Total Leverage Ratio, which is the ratio of our

consolidated total debt to our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 6.0 to 1.0.

As of September 30, 2024, our Consolidated Total Leverage Ratio was 4.9 to 1.0, as adjusted to give pro forma effect to the Transaction, in accordance with the Credit Agreement.

make other restricted payments other than dividends or distributions necessary for us to maintain our REIT status, subject to certain conditions and exceptions, (ii) enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany or third-party transfers, and (iii) incur additional indebtedness.

One of the exceptions to the restriction on our ability to incur additional indebtedness is satisfaction of a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 6.0 to 1.0.

As of March 31, 2025, our Consolidated Total Leverage Ratio was 4.8 to 1.0, as adjusted to give pro forma effect to the Transaction, in accordance with the Credit Agreement.

The terms of the Credit Agreement (and under certain circumstances, the agreements governing the AR Facility) require that we maintain a Consolidated Net Secured Leverage Ratio, which is the ratio of (i) our consolidated secured debt (less up to $150.0 million of unrestricted cash) to (ii) our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 4.5 to 1.0.

As of September 30, 2024, our Consolidated Net Secured Leverage Ratio was 1.6 to 1.0, as adjusted to give pro forma effect to the Transaction, in accordance with the Credit Agreement.

As of September 30, 2024, we are in compliance with our debt covenants.

As of March 31, 2025, our Consolidated Net Secured Leverage Ratio was 1.6 to 1.0, as adjusted to give pro forma effect to the Transaction, in accordance with the Credit Agreement.

As of March 31, 2025, we are in compliance with our debt covenants.

Deferred Financing Costs

As of September 30, 2024, we had deferred $22.4 million in fees and expenses associated with the Term Loan, the Revolving Credit Facility, the AR Facility and our senior notes.

As of March 31, 2025, we had deferred $19.6 million in fees and expenses associated with the Term Loan, the Revolving Credit Facility, the AR Facility and our senior notes.

We are amortizing the deferred fees through Interest expense, net, on our Consolidated Statement of Operations over the respective terms of the Term Loan, Revolving Credit Facility, AR Facility and our senior notes.

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We have no obligation to sell any of our common stock under the sales agreement and may at any time suspend solicitations and offers under the sales agreement.

No shares were sold under the ATM Program during the nine months ended September 30, 2024.

As of September 30, 2024, we had approximately $232.5 million of capacity remaining under the ATM Program.

No shares were sold under the ATM Program during the three months ended March 31, 2025.

As of March 31, 2025, we had approximately $232.5 million of capacity remaining under the ATM Program.

Series A Preferred Stock Issuance

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Subject to certain conditions set forth in the Articles (including a change of control), each of the Company and the holders of the Series A Preferred Stock may convert or redeem the Series A Preferred Stock at the prices set forth in the Articles, plus any accrued and unpaid dividends.

The following table presents our cash flows in the nine months ended September 30, 2024 and 2023.

Nine Months Ended

September 30, %

Reverse Stock Split

On January 17, 2025, we effectuated a 1-for-1.024549 reverse stock split on our common stock (the “Reverse Stock Split”).

All shares of the Company’s common stock and per-share data included in the Consolidated Financial Statements have been retroactively adjusted as though the Reverse Stock Split has been effected prior to all periods presented.

The following table presents our cash flows in the three months ended March 31, 2025 and 2024.

Three Months Ended

(in millions, except percentages) 2025 2024 Change

Net cash flow provided by operating activities $ 33.6 $ 30.6 10 %

Net cash flow provided by (used for) investing activities 230.7 (93.4) *

Net cash flow used for investing activities (24.7) (19.0) 30

Net cash flow used for financing activities (25.3) (4.9) *

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* Calculation is not meaningful.

Cash provided by operating activities increased $25.5 million, or 17%, in the nine months ended September 30, 2024, compared to the same prior-year period, due primarily to a decrease in prepaid MTA equipment deployment costs, and a smaller use of cash related to accounts payable and accrued expenses, driven by lower incentive compensation payments made in 2024, partially offset by the timing of receivables and lower net income in 2024 compared to 2023, due to increased SG&A expenses and higher interest expense.

In the nine months ended September 30, 2024, we paid net cash of $18.8 million related to MTA equipment deployment costs and installed 5,648 digital displays.

In the nine months ended September 30, 2023, we paid net cash of $33.4 million related to MTA equipment deployment costs and installed 4,633 digital displays.

Cash provided by investing activities was $230.7 million in the nine months ended September 30, 2024, compared to Cash used by investing activities of $93.4 million in the same prior-year period, due primarily to cash received from the Transaction and lower cash paid for acquisitions and capital expenditures.

The following table presents our capital expenditures in the nine months ended September 30, 2024 and 2023.

Nine Months Ended

September 30, %

Cash provided by operating activities increased $3.0 million, or 10%, in the three months ended March 31, 2025, compared to the same prior-year period, due primarily to the timing of receivables and a lower net loss in 2025 compared to 2024, due to an impairment charge in 2024 and lower interest expense, partially offset by a larger use of cash related to accounts payable and accrued expenses, driven by higher incentive compensation payments made in 2025.

Cash used by investing activities increased by $5.7 million, or 30%, in the three months ended March 31, 2025, compared to the same prior-year period, due primarily to lower proceeds from dispositions.

The following table presents our capital expenditures in the three months ended March 31, 2025 and 2024.

Three Months Ended

(in millions, except percentages) 2025 2024 Change

Growth $ 10.9 $ 13.7 (20) %

17.9 24.5 (27)

Total capital expenditures $ 17.2 $ 18.4 (7)

Capital expenditures decreased $3.7 million, or 6%, in the nine months ended September 30, 2024, compared to the same prior-year period, primarily due to lower spending related to the renovation of certain office facilities and lower spending on software and technology, partially offset by increased growth in digital displays, increased maintenance spending for billboard display upgrades, and higher spending on safety-related projects.

For the full year of 2024, we expect our capital expenditures to be approximately $85.0 million, which will be used primarily for growth in digital displays, the renovation of certain office facilities, software and technology, maintenance and safety-related projects.

Capital expenditures decreased $1.2 million, or 7%, in the three months ended March 31, 2025, compared to the same prior-year period, primarily due to the impact of the Transaction and lower spending on safety-related projects, partially offset by increased growth in digital displays, higher spending on software and technology, and increased maintenance spending for billboard display upgrades.

For the full year of 2025, we expect our capital expenditures to be approximately $85.0 million, which will be used primarily for new and replacement digital displays, the renovation of certain office facilities, software and technology, maintenance and safety-related projects.

This estimate does not include equipment deployment costs that will be incurred in connection with the MTA Agreement (as described above).

Cash used for financing activities increased by $361.1 million in the nine months ended September 30, 2024 compared to the same prior-year period.

In the nine months ended September 30, 2024, we prepaid $200.0 million on the outstanding balance of the Term Loan, made net repayments on the AR Facility of $25.0 million and paid total cash dividends of $156.4 million on our common stock, the Series A Preferred Stock and vested restricted share units granted to employees, and paid $23.9 million related to the exercise of a buy/sell arrangement by one of our joint venture partners resulting in our purchase of the outstanding noncontrolling interest in a consolidated subsidiary.

In the nine months ended September 30, 2023, we drew $120.0 million of net borrowings on the AR Facility and paid total cash dividends of $155.4 million on our common stock, the Series A Preferred Stock and vested restricted share units granted to employees.

Cash paid for income taxes was $11.4 million in the nine months ended September 30, 2024, compared to $5.9 million in the nine months ended September 30, 2023.

The increase was due primarily to income tax payments related to the Transaction.

Cash used for financing activities increased by $20.4 million in the three months ended March 31, 2025 compared to the same prior-year period.

In the three months ended March 31, 2025, we paid total cash dividends of $53.0 million on our common stock, the Series A Preferred Stock and vested restricted share units granted to employees, and drew net borrowings on the AR Facility of $40.0 million.

In the three months ended March 31, 2024, we paid total cash dividends of $52.4 million on our common stock, the Series A Preferred Stock and vested restricted share units granted to employees, and drew net borrowings on the AR Facility of $55.0 million.

Cash paid for income taxes was $0.1 million in the three months ended March 31, 2024.

Cash paid for income taxes in the three months ended March 31, 2025, was immaterial.

Off-Balance Sheet Arrangements

Our off-balance sheet commitments primarily consist of guaranteed minimum annual payments.

Our off-balance sheet commitments primarily consist of guaranteed minimum annual payments and letters of credit.

(See Note 16.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

We have made statements in this MD&A and other sections of this Quarterly Report on Form 10-Q that are forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995.

We have made statements in this Annual Report on Form 10-K that are forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995.

You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “could,” “would,” “may,” “might,” “will,” “should,” “seeks,” “likely,” “intends,” “plans,” “projects,” “predicts,” “estimates,” “forecast” or “anticipates” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters.

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• Complying with REIT requirements may limit our ability to hedge effectively;

• Failure to meet the REIT income tests as a result of receiving non-qualifying income;

• The ability of our board of directors to revoke our REIT election at any time without stockholder approval;

• The Internal Revenue Service may deem the gains from sales of our outdoor advertising assets to be subject to a 100% prohibited transaction tax;

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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-Q

Item 2. Management’s Discussion and Analysis