What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-06 compared with 2025-05-09 · 239 added, 144 removed, 444 unchanged (46% of the section changed)

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The forward-looking statements are subject to a number of important factors, including, but not limited to, those factors discussed in the sections entitled “Risk Factors” in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025, and the section entitled “Cautionary Statement Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q, that could cause our actual results to differ materially from the results described herein or implied by such forward-looking statements .

Except as otherwise indicated or unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to (i) “OUTFRONT Media,” “the Company,” “we,” “our,” “us” and “our company” mean OUTFRONT Media Inc., a Maryland corporation, and unless the context requires otherwise, its consolidated subsidiaries, and (ii) the “25 largest markets in the U.S.,” “approximately 120 markets in the U.S.” and “Nielsen Designated Market Areas” are based, in whole or in part, on Nielsen Media Research’s 2025 Designated Market Area rankings.

Except as otherwise indicated or unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to (i) “OUTFRONT Media,” “the Company,” “we,” “our,” “us” and “our company” mean OUTFRONT Media Inc., a Maryland corporation, and unless the context requires otherwise, its consolidated subsidiaries, and (ii) the “approximately 120 markets in the U.S.,” “25 largest markets in the U.S.” and “Nielsen Designated Market Areas” are based, in whole or in part, on Nielsen Media Research’s 2025 Designated Market Area rankings.

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.”).

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Our inventory consists of billboard displays, which are primarily located on the most heavily traveled highways and roadways in top Nielsen Designated Market Areas (“DMAs”), and transit advertising displays operated under exclusive multi-year contracts with municipalities in large cities across the U.S.

In total, we have displays in all of the 25 largest markets in the U.S.

and approximately 120 markets in the U.S.

In total, we have displays in approximately 120 markets across the U.S., including the 25 largest markets in the U.S.

Our top market, high profile location focused portfolio includes sites in and around both Grand Central Station and Times Square in New York, various locations along Sunset Boulevard in Los Angeles, and the Bay Bridge in San Francisco.

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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.

On June 23, 2025, we announced a restructuring and reduction in force plan (the “Plan”) intended to achieve the Company’s strategic goals of increasing sales demand, enhancing customer experience, optimizing internal cost efficiencies, and realigning its organization.

The Plan provides for a reduction of the Company’s workforce by approximately 120 employees, or 6% of the Company’s total employees as of June 23, 2025.

As of June 30, 2025, all reductions have been completed.

In the three months ended June 30, 2025, we recorded restructuring charges of approximately $19.8 million associated with the Plan, consisting of severance payments, employee benefits and related costs, and professional fees, of which $8.2 million was recorded in Billboard , $3.6 million was recorded in Transit and $8.0 million was recorded in Corporate.

These charges consist of approximately $14.3 million of future cash expenditures, the majority of which will be made over the next twelve months, and approximately $2.2 million in non-cash charges for stock-based compensation.

Accordingly, as of June 30, 2025, approximately $14.3 million in restructuring reserves remained outstanding and is included in Other current liabilities on the Consolidated Statement of Financial Position.

The Company may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur in connection with the implementation of the Plan.

Business Environment

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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 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.

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 six months ended June 30, 2025, we built or converted 48 new digital billboard displays and entered into marketing arrangements to sell advertising on 4 third-party digital billboard displays.

In the six months ended June 30, 2025, we built, converted or replaced 1,009 digital transit displays.

The following table sets forth information regarding our digital displays.

Digital Revenues (in millions)

for the Three Months Ended

March 31, 2025 (a)

for the Six Months Ended

June 30, 2025 (a)

Number of Digital Displays as of

March 31, 2025 (a)

June 30, 2025 (a)

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

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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.

During the three months ended June 30, 2025, our largest categories of advertisers were entertainment, retail and legal services/lawyers, each of which represented 16%, 11% and 10% of our total revenues from our Billboard and Transit segments, respectively.

During the three months ended June 30, 2024, our largest categories of advertisers were entertainment, retail and health/medical, each of which represented 18%, 11% and 8% of our total revenues from our Billboard and Transit segments, respectively.

During the six months ended June 30, 2025, our largest categories of advertisers were entertainment, retail and legal services/lawyers, each of which represented 18%, 11% and 10% of our total revenues from our Billboard and Transit segments, respectively.

During the six months ended June 30, 2024, our largest categories of advertisers were entertainment, retail and health/medical, each of which represented 19%, 11% and 9% 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 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.

We generated approximately 42% of our total revenues from our Billboard and Transit segments from enterprise (formerly known as national) advertising campaigns in the three months ended June 30, 2025, compared to approximately 43% in the same prior-year period.

We generated approximately 42% of our total revenues from our Billboard and Transit segments from enterprise (formerly known as national) advertising campaigns in the six months ended June 30, 2025, compared to approximately 42% 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

(in millions, except percentages) 2025 2024 Change

Three Months Ended Six Months Ended

June 30, % June 30, %

(in millions, except percentages) 2025 2024 Change 2025 2024 Change

Revenues $ 460.2 $ 477.3 (4) % $ 850.9 $ 885.8 (4) %

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27.0 % 26.4 % 22.1 % 21.7 %

Net loss attributable to OUTFRONT Media Inc.

Net income (loss) attributable to OUTFRONT Media Inc.

19.5 176.8 (89) (1.1) 149.6 (101)

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

70.4 83.8 (16) 96.9 106.1 (9)

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

85.3 84.8 1 109.2 108.0 1

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

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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 charge (“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, Restructuring charges and Impairment charges (“Adjusted OIBDA”) Net income (loss) attributable to OUTFRONT Media Inc.

to FFO attributable to OUTFRONT Media Inc.

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Revenues to the Consolidated Financial Statements.)

Three Months Ended

(in millions, except percentages) 2025 2024 Change

Three Months Ended Six Months Ended

June 30, % June 30, %

(in millions, except percentages) 2025 2024 Change 2025 2024 Change

Total revenues $ 460.2 $ 477.3 (4) % $ 850.9 $ 885.8 (4) %

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(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

Total revenues decreased $17.1 million, or 4%, and organic revenues decreased $0.8 million in the three months ended June 30, 2025, compared to the same prior-year period.

Total revenues decreased $34.9 million, or 4%, and organic revenues of $850.9 million in the six months ended June 30, 2025, was comparable to the same prior-year period.

In the three and six months ended June 30, 2024, non-organic revenues reflect the impact of the Transaction.

Three Months Ended Six Months Ended

June 30, % June 30, %

(in millions, except percentages) 2025 2024 Change 2025 2024 Change

Operating $ 231.5 $ 239.8 (3) % $ 452.8 $ 478.5 (5) %

Selling, general and administrative 110.6 119.1 (7) 225.3 229.6 (2)

Net loss on dispositions 0.1 0.1 —

Impairment charge — 9.1 *

Restructuring charges 19.8 — * 19.8 — *

Net (gain) loss on dispositions 1.1 (155.2) * 1.2 (155.1) *

Impairment charges — 8.8 * — 17.9 *

Depreciation 23.6 18.4 28 47.2 36.9 28

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Operating Expenses

Three Months Ended

(in millions, except percentages) 2025 2024 Change

Three Months Ended Six Months Ended

June 30, % June 30, %

(in millions, except percentages) 2025 2024 Change 2025 2024 Change

Operating expenses:

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Total operating expenses $ 231.5 $ 239.8 (3) $ 452.8 $ 478.5 (5)

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.

Billboard property lease expenses represented 24% of total revenues in the three months ended June 30, 2025, 26% in the three months ended June 30, 2024, 26% of total revenues in the six months ended June 30, 2025, and 28% in the six months ended June 30, 2024.

The decreases in billboard property lease expenses as a percentage of total revenues in the three and six months ended June 30, 2025, compared to the same prior-year periods were 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.

Billboard property lease expenses decreased $10.4 million, or 9%, in the three months ended June 30, 2025, compared to the same prior-year period.

Billboard property lease expenses decreased $22.9 million, or 9%, in the six months ended June 30, 2025, compared to the same prior-year period.

The decreases were primarily due to lost billboards, the impact of the Transaction and lower variable billboard property lease expenses.

Transit franchise expenses represented 14% of total revenues in the three months ended June 30, 2025, and 13% in the three months ended June 30, 2024.

Transit franchise expenses represented 14% of total revenues in the six months ended June 30, 2025, and 13% in the six months ended June 30, 2024.

The increases in transit franchise expenses, as a percentage of total revenues in the three and six months ended June 30, 2025, compared to the same prior-year periods, were primarily driven by higher guaranteed minimum annual payments to the MTA due to inflation, lower Billboard revenues and the impact of the Transaction.

Transit franchise expenses increased $2.3 million, or 4%, in the three months ended June 30, 2025, compared to the same prior-year period and increased $1.3 million, or 1%, in the six months ended June 30, 2025, compared to the same prior-year period.

The increases were primarily due to higher guaranteed minimum annual payments to the MTA due to inflation and the impact of the Transaction.

Posting, maintenance and other expenses, as a percentage of total revenues, were 12% in each of the three months ended June 30, 2025 and 2024, 13% in each of the six months ended June 30, 2025 and 2024.

Posting, maintenance and other expenses decreased $0.2 million in the three months ended June 30, 2025, compared to the same prior-year period.

Posting, maintenance and other expenses decreased $4.1 million, or 4%, in the six months ended June 30, 2025, compared to the same prior-year

The decreases were 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 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 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.

SG&A expenses decreased $8.5 million, or 7%, in the three months ended June 30, 2025, compared to the same prior-year period, primarily due to the impact of the Transaction, lower compensation-related expenses, including severance and salaries, partially offset by 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.

SG&A expenses decreased $4.3 million, or 2%, in the six months ended June 30, 2025, compared to the same prior-year period, primarily due to the impact of the Transaction and lower compensation-related expenses, including severance and salaries, partially offset by higher professional fees, as a result of a management consulting project.

We expect SG&A expenses to decline for the remainder of 2025 and the first half of 2026 compared to the prior-year periods as a result of the Plan implemented in the second quarter of 2025.

We will continue to evaluate additional methods to lower SG&A expenses.

Restructuring Charges

The restructuring charges include approximately $2.2 million in non-cash charges for stock-based compensation.

Net (Gain) Loss on Dispositions

Net loss on dispositions was $1.1 million in the three months ended June 30, 2025, compared to a Net gain on dispositions of $155.2 million in the three months ended June 30, 2024, due primarily to the Transaction.

Net loss on dispositions was $1.2 million in the six months ended June 30, 2025, compared to a Net gain on dispositions of $155.1 million in the six months ended June 30, 2024, due primarily to the Transaction.

Impairment Charges

We recorded impairment charges of $8.8 million in the three months ended June 30, 2024, and $17.9 million in the six months ended June 30, 2024, representing additional MTA equipment deployment cost spending during the periods (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.

No impairment charges were recorded during the three and six months ended June 30, 2025.

Depreciation increased $5.2 million, or 28%, in the three months ended June 30, 2025, compared to the same prior-year period.

Depreciation increased $10.3 million, or 28%, in the six months ended June 30, 2025, compared to the same prior-year period.

The increases were due primarily to higher depreciation related to the change in estimated useful life of certain advertising displays.

Amortization increased $0.1 million, or 1%, in the three months ended June 30, 2025, compared to the same prior-year period, and decreased $0.4 million, or 1%, in the six months ended June 30, 2025, compared to the same prior-year period.

Interest Expense, Net

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

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.

Interest expense, net, was $36.5 million (including $1.5 million of deferred financing costs) in the three months ended June 30, 2025, and $41.1 million (including $1.5 million of deferred financing costs) in the same prior-year period.

Interest expense, net, decreased in the three months ended June 30, 2025, compared to the same prior-year period, primarily due to a lower average debt balance and lower interest rates.

Interest expense, net, was $72.5 million (including $3.0 million of deferred financing costs) in the six months ended June 30, 2025, and $82.5 million (including $3.1 million of deferred financing costs) in the same prior-year period.

Interest expense, net, decreased in the six months ended June 30, 2025, compared to the same prior-year period, primarily due to a lower average debt balance and lower interest rates.

Loss on Extinguishment of Debt

In the three and six months ended June 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.

Provision for Income Taxes

Provision for income taxes decreased $10.9 million, or 98%, in the three months ended June 30, 2025, compared to the same prior-year period, due primarily to the impact of the Transaction.

Provision for income taxes decreased $9.9 million, or 93%, in the six months ended June 30, 2025, compared to the same prior-year period, due primarily to the impact of the Transaction.

Net Income (Loss)

Net income before allocation to redeemable and non-redeemable noncontrolling interests decreased $157.5 million, or 89%, in the three months ended June 30, 2025, compared the same prior-year period, primarily driven by a gain on disposition related to the Transaction in 2024 and restructuring charges incurred in 2025, partially offset by impairment charges incurred in 2024.

Net loss before allocation to redeemable and non-redeemable noncontrolling interests was $1.2 million in the six months ended June 30, 2025, compared to Net income before allocation to redeemable and non-redeemable noncontrolling interests of $149.9 million in the same prior-year period, primarily driven by a gain on disposition related to the Transaction in 2024 and restructuring charges in 2025, partially offset by impairment charges incurred in 2024.

Reconciliation of Non-GAAP Financial Measures

Adjusted OIBDA

We calculate Adjusted OIBDA as operating income (loss) before depreciation, amortization, net (gain) loss on dispositions, stock-based compensation and impairment charges.

We calculate Adjusted OIBDA as operating income (loss) before depreciation, amortization, net (gain) loss on dispositions, stock-based compensation, restructuring charges and impairment charges.

We calculate Adjusted OIBDA margin by dividing Adjusted OIBDA by total revenues.

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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 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 restructuring charges and 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.

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.

Our management believes users of our financial data are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing, planning and executing our business strategy.

Our management also believes that the presentations of FFO and AFFO, as supplemental measures, are useful in evaluating our business because adjusting results to reflect items that have more bearing on the operating performance of REITs highlight trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures.

Our management also

believes that the presentations of FFO and AFFO, as supplemental measures, are useful in evaluating our business because adjusting results to reflect items that have more bearing on the operating performance of REITs highlight trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures.

It is management’s opinion that these supplemental measures provide users of our financial data with an important perspective on our operating performance and also make it easier to compare our results to other companies in our industry, as well as to REITs.

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and AFFO attributable to OUTFRONT Media Inc.

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions, except percentages) 2025 2024 2025 2024

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Operating income $ 56.2 $ 229.1 $ 70.1 $ 243.1

Net loss on dispositions 0.1 0.1

Impairment charge — 9.1

Restructuring charges (a)

19.8 — 19.8 —

Net (gain) loss on dispositions 1.1 (155.2) 1.2 (155.1)

Impairment charges — 8.8 — 17.9

Depreciation 23.6 18.4 47.2 36.9

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Adjusted OIBDA margin 27.0 % 26.4 % 22.1 % 21.7 %

Net loss attributable to OUTFRONT Media Inc.

Net income (loss) attributable to OUTFRONT Media Inc.

$ 19.5 $ 176.8 $ (1.1) $ 149.6

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Net loss on disposition of real estate assets 1.1 (155.2) 1.2 (155.1)

Impairment charge (a)

Impairment charges (b)

Adjustment related to redeemable and non-redeemable noncontrolling interests — (0.1) (0.1) (0.2)

Income tax effect of adjustments (c)

— 10.5 — 10.5

FFO attributable to OUTFRONT Media Inc.

70.4 83.8 96.9 106.1

Non-cash portion of income taxes (1.2) (0.5) (0.7) (1.1)

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Maintenance capital expenditures (7.0) (7.7) (13.3) (12.4)

Restructuring charges (a)

19.8 — 19.8 —

Other depreciation 4.4 4.9 9.2 9.8

Other amortization 2.4 1.4 4.4 2.9

Impairment charge on non-real estate assets (a)

Impairment charges on non-real estate assets (b)

Stock-based compensation 6.0 7.6 15.5 14.8

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Amortization of deferred financing costs

1.5 1.5 3.0 3.1

Loss on extinguishment of debt — 1.2 — 1.2

Income tax effect of adjustments (c)

(0.7) — (0.7) —

AFFO attributable to OUTFRONT Media Inc.

$ 85.3 $ 84.8 $ 109.2 $ 108.0

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

(a) In the three and six months ended June 30, 2025, Restructuring charges associated with the Plan, consists of severance payments, employee benefits and related costs, and professional fees, and includes approximately $2.2 million in non-cash charges for stock-based compensation.

(b) Primarily Impairment charges related to our Transit reporting unit and MTA asset group (see Note 4.

Intangible Assets to the Consolidated Financial Statements).

(c) Income tax effect related to Restructuring charges in 2025 and Net gain on disposition of real estate assets in 2024.

FFO attributable to OUTFRONT Media Inc.

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.

decreased $13.4 million, or 16%, in the three months ended June 30, 2025, compared to the same prior-year period, due primarily to restructuring charges in 2025 and higher depreciation expense, partially offset by lower interest expense and the impact of impairment charges in 2024.

AFFO attributable to OUTFRONT

increased $0.5 million, or 1%, in the three months ended June 30, 2025, compared to the same prior-year period, due primarily to lower interest expense and lower maintenance capital expenditures, partially offset by lower Adjusted OIBDA, lower non-cash effect of straight-line rent and lower other income.

FFO attributable to OUTFRONT Media Inc.

decreased $9.2 million, or 9%, in the six months ended June 30, 2025, compared to the same prior-year period, due primarily to restructuring charges in 2025 and higher depreciation expense, partially offset by lower interest expense and the impact of impairment charges in 2024.

AFFO attributable to OUTFRONT Media Inc.

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.

increased $1.2 million, or 1%, in the six months ended June 30, 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, higher maintenance capital expenditures and lower other income.

Segment Results of Operations

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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

The following table presents our Revenues , Adjusted OIBDA and Operating income by segment in the three and six months ended June 30, 2025 and 2024.

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2025 2024 2025 2024

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Operating income $ 56.2 $ 229.1 $ 70.1 $ 243.1

Net loss on dispositions 0.1 0.1

Impairment charge — 9.1

Restructuring charges (a)

19.8 — 19.8 —

Net (gain) loss on dispositions 1.1 (155.2) 1.2 (155.1)

Impairment charges — 8.8 — 17.9

Depreciation 23.6 18.4 47.2 36.9

Amortization 17.4 17.3 34.5 34.9

Stock-based compensation (a)

Stock-based compensation (b)

6.0 7.6 15.5 14.8

Total Adjusted OIBDA $ 124.1 $ 126.0 $ 188.3 $ 192.5

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Total operating income $ 56.2 $ 229.1 $ 70.1 $ 243.1

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

Three Months Ended

(in millions, except percentages) 2025 2024 Change

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

Three Months Ended Six Months Ended

June 30, % June 30, %

(in millions, except percentages) 2025 2024 Change 2025 2024 Change

Operating income $ 88.6 $ 102.7 (14) % $ 149.6 $ 166.4 (10) %

Restructuring charges 8.2 — * 8.2 — *

Net loss on dispositions 1.2 0.1 * 1.9 0.1 *

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

8 % 9 % 8 % 9 %

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

14 % 15 % 15 % 15 %

* 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.

Billboard segment revenues decreased $8.9 million, or 2%, in the three months ended June 30, 2025, compared to the same prior-year period.

Billboard segment revenues decreased $12.1 million, or 2%, in the six months ended June 30, 2025, compared to the same prior-year period.

The decreases were driven by the impact of lost billboards in the period, partially offset by higher proceeds from condemnations and 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 generated approximately 39% in the three months ended June 30, 2025, 40% in the three months ended June 30, 2024, 39% in the six months ended June 30, 2025, and 38% in the six months ended June 30, 2024, of our Billboard segment revenues from enterprise (formerly known as national) advertising campaigns.

Billboard segment property lease expenses represented 32% of Billboard segment revenues in the three months ended June 30, 2025, and 33% in the three months ended June 30, 2024, 33% of Billboard segment revenues in the six months ended June 30, 2025, and 35% in the six months ended June 30, 2024.

Billboard segment property lease expenses decreased $6.1 million, or 5%, in the three months ended June 30, 2025, compared to same prior-year period.

Billboard segment property lease expenses decreased $12.4 million, or 5%, in the six months ended June 30, 2025, compared to same prior-year period.

The decreases were primarily driven by the impact of lost billboards and lower variable billboard property 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

Billboard segment posting maintenance and other expenses increased $1.1 million, or 3%, in the three months ended June 30, 2025, compared to the same prior-year period, primarily driven by higher production costs and higher compensation-related expenses.

Billboard segment posting maintenance and other expenses increased $0.2 million in the six months ended June 30, 2025, compared to the same prior-year period, primarily driven by higher compensation-related expenses, partially offset by lower site-related costs.

SG&A expenses in the Billboard segment decreased $2.3 million, or 3%, in the three months ended June 30, 2025, compared to the same prior-year period, primarily driven by lower credit card usage by customers.

SG&A expenses in the Billboard segment of $135.2 million in the six months ended June 30, 2025, was comparable to the same prior-year period, primarily driven by

higher travel and entertainment expenses, higher professional fees and a higher provision for doubtful accounts, offset by lower credit card usage by customers and lower office expenses.

Billboard segment Adjusted OIBDA decreased $1.6 million, or 1%, in three months ended June 30, 2025, compared to the same prior-year period.

Billboard segment Adjusted OIBDA decreased $0.3 million in six months ended June 30, 2025, compared to the same prior-year period.

Billboard segment Adjusted OIBDA margin was 38.3% in the three months ended June 30, 2025, 37.8% in the three months ended June 30, 2024, 35.3% in the six months ended June 30, 2025, and 34.6% in the six months ended June 30, 2024.

Three Months Ended % Change Six Months Ended % Change

June 30, June 30,

(in millions, except percentages) 2025 2024 2025 2024

Operating loss $ (0.9) $ (6.8) (87) % $ (17.9) $ (34.0) (47) %

Restructuring charges 3.6 — * 3.6 — *

Net (gain) loss on dispositions (0.1) — * (0.7) 0.1 *

Impairment charge — 9.1 *

Impairment charges — 8.8 * — 17.9 *

Depreciation 2.9 1.7 71 4.9 3.5 40

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

55 % 56 % 56 % 55 %

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

8 % 9 % 7 % 9 %

* Calculation is not meaningful.

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.

Transit segment revenues increased $5.6 million, or 6%, in three months ended June 30, 2025, compared to the same prior-year period.

Transit segment revenues increased $7.6 million, or 4%, in six months ended June 30, 2025, compared to the same prior-year period.

The increases were 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 periods.

We generated approximately 52% in the three months ended June 30, 2025, 53% in the three months ended June 30, 2024, 53% in the six months ended June 30, 2025 and 53% in the six months ended June 30, 2024, of our Transit segment revenues from enterprise (formerly known as national) advertising campaigns.

Transit segment franchise expenses represented 59% of Transit segment revenues in the three months ended June 30, 2025, 59% in the three months ended June 30, 2024, 66% in the six months ended June 30, 2025, and 67% in the six months ended June 30, 2024.

Transit segment franchise expenses increased $3.1 million, or 5%, in three months ended June 30, 2025, compared to the same prior-year period.

Transit segment franchise expenses increased $3.1 million, or 3%, in six months ended June 30, 2025, compared to the same prior-year period.

The increases were primarily driven by higher guaranteed minimum annual payments to the MTA due to inflation and higher variable franchise expenses.

Transit segment posting, maintenance and other expenses increased $0.8 million, or 5%, in the three months ended June 30, 2025, compared to the same prior-year period.

Transit segment posting, maintenance and other expenses increased $1.3 million, or 4%, in the six months ended June 30, 2025,

compared to the same prior-year period.

The increases were primarily driven by higher maintenance and utility costs, and higher site-related costs, partially offset by lower posting and rotation costs.

SG&A expenses in the Transit segment decreased $1.0 million, or 5%, in the three months ended June 30, 2025, compared to the same prior-year period, primarily driven by lower compensation-related expenses and lower professional fees.

SG&A expenses in the Transit segment decreased $0.6 million, or 2%, in the six months ended June 30, 2025, compared to the same prior-year period, primarily driven by lower compensation-related expenses.

We recorded impairment charges of $8.8 million in the three months ended June 30, 2024, and $17.9 million in the six months ended June 30, 2024, primarily related to impairment charges with respect to our MTA asset group and our historical Transit reporting unit (see Note 4.

Intangible Assets to the Consolidated Financial Statements).

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

Transit segment Adjusted OIBDA increased $2.7 million, or 60%, in the three months ended June 30, 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.

Transit segment Adjusted OIBDA loss decreased $3.8 million, or 35%, in the six months ended June 30, 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 Six Months Ended

June 30, % June 30, %

(in millions, except percentages) 2025 2024 Change 2025 2024 Change

Operating income $ 0.5 $ 156.9 (100) % $ 1.0 $ 157.8 (99) %

Net gain on dispositions — (155.3) * — (155.3) *

Adjusted OIBDA $ 0.5 $ 1.6 (69) $ 1.0 $ 2.5 (60)

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(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.

Total Other revenues decreased $13.8 million, or 84%, in the three months ended June 30, 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.

Total Other revenues decreased $30.4 million, or 86%, in the six months ended June 30, 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 and six months ended June 30, 2024, non-organic revenues reflect the impact of the Transaction.

Organic Other revenues increased $2.5 million in the three months ended June 30, 2025, compared to the same prior-year period, primarily driven by an increase in third-party digital equipment sales.

Organic Other revenues increased $4.5 million in the six months ended June 30, 2025, compared to the same prior-year period, primarily driven by an increase in third-party digital equipment sales.

Other operating expenses decreased $7.2 million, or 78%, in the three months ended June 30, 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 operating expenses decreased $17.9 million, or 82%, in the six months ended June 30, 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, or 98%, in the three months ended June 30, 2025, compared to the same prior-year period, primarily driven by the impact of the Transaction.

Other SG&A expenses decreased $11.0 million, or 99%, in the six months ended June 30, 2025, compared to the same prior-year period, primarily driven by the impact of the Transaction.

Other Adjusted OIBDA decreased $1.1 million, or 69%, in the three months ended June 30, 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.

Other Adjusted OIBDA decreased $1.5 million, or 60%, in the six months ended June 30, 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 $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.

Corporate expenses, excluding restructuring charges and stock-based compensation, increased $1.9 million, or 12%, in the three months ended June 30, 2025, compared to the same prior-year period, primarily due to the impact of market fluctuations on an unfunded equity-linked retirement plan offered by the Company to certain employees and higher professional fees, including fees related to a management consulting project, partially offset by lower compensation-related expenses.

Corporate expenses, excluding stock-based compensation, increased $6.8 million, or 21%, in the six months ended June 30, 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.

Liquidity and Capital Resources

(in millions, except percentages) March 31,

(in millions, except percentages) June 30,

2025 December 31, 2024 % Change

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Due to seasonal advertising patterns and influences on advertising markets, our revenues and operating income are typically 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.

Further, certain of our municipal transit contracts require guaranteed minimum annual payments to be paid on a monthly or quarterly basis, as applicable.

certain of our municipal transit contracts require guaranteed minimum annual payments to be paid on a monthly or quarterly basis, as applicable.

Our short-term cash requirements primarily include payments for operating leases, guaranteed minimum annual payments, interest, capital expenditures, equipment deployment costs and dividends.

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

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.

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

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.

Working capital was a deficit of $225.4 million as of June 30, 2025, compared to a deficit of $135.0 million as of December 31, 2024, primarily driven by increased borrowings under the AR Facility, restructuring reserves recorded in June 2025 and a lower cash balance.

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”):

10 unchanged sentences

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 three months ended March 31, 2025.

We did not recoup any equipment deployment costs in the six months ended June 30, 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.

9 unchanged sentences

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.

As of June 30, 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 $12.3 million related to MTA equipment deployment costs in the six months ended June 30, 2025 (which includes equipment deployment costs related to future deployments), for a total of $621.2 million to date, of which $33.9 million had been recouped from incremental revenues to date.

As of June 30, 2025, we had Intangible assets related to franchise agreements balance related to the MTA Agreement of $21.6 million.

As of June 30, 2025, 27,251 digital displays had been installed, composed of 5,011 digital advertising screens on subway and train platforms and entrances, 15,824 smaller-format digital advertising screens on rolling stock and 6,416 MTA communications displays.

In the three months ended June 30, 2025, 218 installations occurred, for a total of 1,006 installations in the six months ended June 30, 2025.

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

No impairment charges were recorded during the three and six months ended June 30, 2025.

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

1 unchanged sentence

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.

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.

On August 5, 2025, we announced that our board of directors approved a quarterly cash dividend of $0.30 per share on our common stock payable on September 30, 2025, to stockholders of record at the close of business on September 5, 2025.

Debt, net, consists of the following:

(in millions, except percentages) March 31,

(in millions, except percentages) June 30,

2025 December 31,

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Total $ 3,080.9 $ 141.3 $ 1,292.1 $ 644.5 $ 1,003.0

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 interest rate on the term loan due in 2026 (the “Term Loan”) was 6.1% per annum as of June 30, 2025.

As of June 30, 2025, a discount of $0.3 million on the Term Loan remains unamortized.

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

1 unchanged sentence

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 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.

As of June 30, 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 June 30, 2025 and 2024, and $1.0 million in each of the six months ended June 30, 2025 and 2024.

As of June 30, 2025, we had issued letters of credit totaling approximately $5.3 million against the letter of credit facility sublimit under the Revolving Credit Facility.

Standalone Letter of Credit Facilities

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.

As of June 30, 2025, we had issued letters of credit totaling approximately $64.6 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 six months ended June 30, 2025 and 2024.

Accounts Receivable Securitization Facility

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.

As of June 30, 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 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.

As of June 30, 2025, there were $70.0 million of outstanding borrowings under the AR Facility, at a borrowing rate of 5.6%.

As of June 30, 2025, borrowing capacity remaining under the AR Facility was $80.0 million based on approximately $360.1 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 June 30, 2025, $0.2 million in the six months ended June 30, 2025, and $0.1 million in the six months ended June 30, 2024, and was immaterial for three months ended June 30, 2024.

In August 2025, we made a repayment of $20.0 million under the AR Facility.

Debt Covenants

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.

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 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.

As of June 30, 2025, our Consolidated Total Leverage Ratio was 4.8 to 1.0 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 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.

As of June 30, 2025, our Consolidated Net Secured Leverage Ratio was 1.6 to 1.0 in accordance with the Credit Agreement.

As of June 30, 2025, we are in compliance with our debt covenants.

Deferred Financing Costs

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.

As of June 30, 2025, we had deferred $18.2 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 three months ended March 31, 2025.

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

No shares were sold under the ATM Program during the six months ended June 30, 2025.

As of June 30, 2025, we had approximately $232.5 million of capacity remaining under the ATM Program.

Series A Preferred Stock Issuance

11 unchanged sentences

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

The following table presents our cash flows in the six months ended June 30, 2025 and 2024.

Six Months Ended

(in millions, except percentages) 2025 2024 Change

Net cash flow provided by operating activities $ 100.7 $ 101.6 (1) %

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

Net cash flow provided by (used for) investing activities (61.5) 259.5 *

Net cash flow used for financing activities (57.6) (347.1) (83)

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* Calculation is not meaningful.

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

Cash provided by operating activities decreased $0.9 million, or 1%, in the six months ended June 30, 2025, compared to the same prior-year period, due primarily to a larger use of cash related to accounts payable and accrued expenses, driven by higher incentive compensation payments made in 2025, the timing of receivables and the timing of tax payments related to the Transaction in 2024, partially offset by higher net income, as adjusted for non-cash items, and an increase in restructuring reserves to be paid out in future periods.

Cash used by investing activities was $61.5 million in the six months ended June 30, 2025, compared to Cash provided by investing activities of $259.5 million in the same prior-year period, due primarily to MTA franchise rights in 2025 and cash received from the Transaction in 2024.

The following table presents our capital expenditures in the six months ended June 30, 2025 and 2024.

Six Months Ended

(in millions, except percentages) 2025 2024 Change

1 unchanged sentence

Total capital expenditures $ 42.9 $ 42.3 1

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.

Capital expenditures increased $0.6 million, or 1%, in the six months ended June 30, 2025, compared to the same prior-year period, primarily due to increased growth in digital displays, higher spending on software and technology, and increased maintenance spending for billboard display upgrades, partially offset by the impact of the Transaction and lower spending on safety-related projects.

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 $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.

Cash used for financing activities decreased $289.5 million in the six months ended June 30, 2025 compared to the same prior-year period.

In the six months ended June 30, 2025, we paid total cash dividends of $105.3 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 $60.0 million.

In the six months ended June 30, 2024, we prepaid $200.0 million on the outstanding balance of the Term Loan, made net repayments on the AR Facility of $35.0 million and paid total cash dividends of $104.4 million on our common stock, the Series A Preferred Stock and vested restricted share units granted to employees.

Cash paid for income taxes increased $0.2 million in the six months ended June 30, 2025, compared to the same prior-year period, due primarily to higher estimated tax payments in 2025.

Off-Balance Sheet Arrangements

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• Establishing operating partnerships as part of our REIT structure;

• Completing the Plan may be more difficult, costly, or time consuming for the Company and its management than expected and the anticipated benefits of the Plan, including but not limited to projected cost savings, may not be fully realized or realized at all.

While forward-looking statements reflect our good-faith beliefs, they are not guarantees of future performance.

4 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis