What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-07 compared with 2025-08-06 · 201 added, 193 removed, 490 unchanged (45% of the section changed)

37 unchanged sentences

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.

The Plan provided 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.

In the three months ended September 30, 2025, we recorded restructuring charges for severance payments of approximately $0.3 million associated with the Plan.

In the three months ended September 30, 2025, restructuring charges of $0.2 million were recorded in Billboard and $0.1 million were recorded in Transit .

In the nine months ended September 30, 2025, we recorded restructuring charges of approximately $20.1 million associated with the Plan, consisting of severance payments, employee benefits and related costs (including approximately $2.2 million in non-cash charges for stock-based compensation), and professional fees.

In the nine months ended September 30, 2025, restructuring charges of $8.4 million were recorded in Billboard , $3.7 million were recorded in Transit and $8.0 million were recorded in Corporate.

As of September 30, 2025, approximately $9.7 million in restructuring reserves related to severance payments, employee benefits and related costs 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.

(See Note 12.

Restructuring Charges to the Consolidated Financial Statements.)

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 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.

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, 2025, we built or converted 77 new digital billboard displays and entered into marketing arrangements to sell advertising on 16 third-party digital billboard displays.

In the nine months ended September 30, 2025, we built, converted or replaced 1,104 digital transit displays.

The following table sets forth information regarding our digital displays.

Digital Revenues (in millions)

for the Six Months Ended

June 30, 2025 (a)

for the Nine Months Ended

September 30, 2025 (a)

Number of Digital Displays as of

June 30, 2025 (a)

September 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 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.

During the three months ended September 30, 2025, our largest categories of advertisers were entertainment, retail and legal services/lawyers, each of which represented 17%, 10% and 10% of our total revenues from our Billboard and Transit segments, respectively.

During the three months ended September 30, 2024, our largest categories of advertisers were entertainment, retail and health/medical, each of which represented 18%, 12% and 8% of our total revenues from our Billboard and Transit segments, respectively.

During the nine months ended September 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 nine months ended September 30, 2024, our largest categories of advertisers were entertainment, retail and health/medical, each of which represented 19%, 12% 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 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.

We generated approximately 45% of our total revenues from our Billboard and Transit segments from enterprise (formerly known as national) advertising campaigns in the three months ended September 30, 2025, compared to approximately 43% in the same prior-year period.

We generated approximately 43% of our total revenues from our Billboard and Transit segments from enterprise (formerly known as national) advertising campaigns in the nine months ended September 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 Six Months Ended

June 30, % June 30, %

Three Months Ended Nine Months Ended

September 30, % September 30, %

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

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29.3 % 25.9 % 24.7 % 23.1 %

Net income (loss) attributable to OUTFRONT Media Inc.

Net income attributable to OUTFRONT Media Inc.

51.3 34.6 48 50.2 184.2 (73)

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Revenues to the Consolidated Financial Statements.)

Three Months Ended Six Months Ended

June 30, % June 30, %

Three Months Ended Nine Months Ended

September 30, % September 30, %

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

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

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, %

Total revenues increased $15.6 million, or 3%, and organic revenues increased $15.6 million, or 3%, in the three months ended September 30, 2025, compared to the same prior-year period.

Total revenues decreased $19.3 million, or 1%, and organic revenues increased $15.6 million, or 1%, in the nine months ended September 30, 2025, compared to the same prior-year period.

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

Three Months Ended Nine Months Ended

September 30, % September 30, %

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

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Operating Expenses

Three Months Ended Six Months Ended

June 30, % June 30, %

Three Months Ended Nine Months Ended

September 30, % September 30, %

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

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Total operating expenses $ 230.7 $ 233.1 (1) $ 683.5 $ 711.6 (4)

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.

Billboard property lease expenses represented 24% of total revenues in the three months ended September 30, 2025, 26% in the three months ended September 30, 2024, 25% of total revenues in the nine months ended September 30, 2025, and 27% in the nine months ended September 30, 2024.

The decreases in billboard property lease expenses as a percentage of total revenues in the three and nine months ended September 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 $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.

Billboard property lease expenses decreased $8.8 million, or 7%, in the three months ended September 30, 2025, compared to the same prior-year period, primarily due to lost billboards and lower variable billboard property lease expenses.

Billboard property lease expenses decreased $31.7 million, or 9%, in the nine months ended September 30, 2025, compared to the same prior-year period, primarily due to lost billboards, the impact of the Transaction and lower variable billboard property lease expenses.

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

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

The increase in transit franchise expenses, as a percentage of total revenues in the nine months ended September 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, partially offset by the impact of the Transaction.

Transit franchise expenses increased $1.0 million, or 2%, in the three months ended September 30, 2025, compared to the same prior-year period, due primarily to higher guaranteed minimum annual payments to the MTA due to inflation.

Transit franchise expenses increased $2.3 million, or 1%, in the nine months ended September 30, 2025, compared to the same prior-year period, primarily due to higher guaranteed minimum annual payments to the MTA due to inflation, partially offset by the impact of the Transaction.

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

Posting, maintenance and other expenses increased $5.4 million, or 10%, in the three months ended September 30, 2025, compared to the same prior-year period, primarily due to higher production expenses, higher compensation-related expenses and higher maintenance and utility costs.

Posting, maintenance and other expenses increased $1.3 million, or 1%, in the nine months ended September 30, 2025, compared to the same prior-year periods, primarily due to higher production expenses and higher maintenance and utility costs, partially offset by the impact of the Transaction.

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

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.

SG&A expenses decreased $3.5 million, or 3%, in the three months ended September 30, 2025, compared to the same prior-year period, primarily due to lower compensation-related expenses, including severance and salaries, lower credit card usage by customers and a lower provision for doubtful accounts, partially offset by the higher professional fees, as a result of a management consulting project.

SG&A expenses decreased $7.8 million, or 2%, in the nine months ended September 30, 2025, compared to the same prior-year period, primarily due to the impact of the Transaction, lower credit card usage by customers and lower rent related to new offices in the first half of 2024, partially offset by higher professional fees, as a result of a management consulting project.

We expect to realize the cost savings benefits from the Plan within SG&A expenses.

However, those cost savings may potentially be offset by increases in SG&A expenses in future periods as we continue to invest in our strategic initiatives, including technology enhancements and customer experience improvements.

Restructuring Charges

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

We recorded restructuring charges for severance payments of approximately $0.3 million in the three months ended September 30, 2025, and recorded restructuring charges of $20.1 million, consisting of severance payments, employee benefits and related costs, and professional fees, in the nine months ended September 30, 2025 , associated with the Plan.

In the nine months ended September 30, 2025, 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.

Net loss on dispositions decreased $0.1 million in the three months ended September 30, 2025, compared to the same prior-year period.

Net loss on dispositions was $2.6 million in the nine months ended September 30, 2025, compared to a Net gain on dispositions of $153.6 million in the nine months ended September 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.

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 2024 and recorded impairment charges of $17.9 million during the nine months ended September 30, 2024, representing additional MTA equipment deployment cost spending during the first six months of 2024 (see Note 4.

Intangible Assets to the Consolidated Financial Statements).

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.

No impairment charges were recorded during the three and nine months ended September 30, 2025.

Depreciation increased $3.8 million, or 20%, in the three months ended September 30, 2025, compared to the same prior-year period.

Depreciation increased $14.1 million, or 25%, in the nine months ended September 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.

Amortization decreased $1.1 million, or 6%, in the three months ended September 30, 2025, compared to the same prior-year period, and decreased $1.5 million, or 3%, in the nine months ended September 30, 2025, compared to the same prior-year period.

Interest Expense, Net

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.

Interest expense, net, was $37.0 million (including $1.4 million of deferred financing costs) in the three months ended September 30, 2025, and $37.1 million (including $1.5 million of deferred financing costs) in the same prior-year period.

Interest expense, net, decreased slightly in the three months ended September 30, 2025, compared to the same prior-year period,

primarily due to lower interest rates, partially offset by a higher average debt balance.

Interest expense, net, was $109.5 million (including $4.4 million of deferred financing costs) in the nine months ended September 30, 2025, and $119.6 million (including $4.6 million of deferred financing costs) in the same prior-year period.

Interest expense, net, decreased in the nine months ended September 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.

In the three and nine months ended September 30, 2025, we recorded a Loss on extinguishment of debt of $0.6 million, relating to the write-off of deferred financing costs and a portion of the discount on our previously existing term loan.

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 our previously existing term loan, due to prepayments on our previously existing term loan.

Benefit (Provision) for Income Taxes

Provision for income taxes was $1.2 million in the three months ended September 30, 2025, compared to a Benefit for income taxes of $0.2 million in the same prior-year period, due primarily to higher taxes related to our transit operations.

Provision for income taxes decreased $8.5 million, or 82%, in the nine months ended September 30, 2025, compared to the same prior-year period, due primarily to the impact of the Transaction.

Net income before allocation to redeemable and non-redeemable noncontrolling interests increased $16.6 million, or 48%, in the three months ended September 30, 2025, compared the same prior-year period, primarily driven by higher transit revenues.

Net income before allocation to redeemable and non-redeemable noncontrolling interests decreased $134.5 million, or 73%, in the nine months ended September 30, 2025, compared to 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, higher transit revenues and lower interest expense.

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 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.

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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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 to Adjusted OIBDA, and Net loss attributable to OUTFRONT Media Inc.

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

to FFO attributable to OUTFRONT Media Inc.

and AFFO attributable to OUTFRONT Media Inc.

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions, except percentages) 2025 2024 2025 2024

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Restructuring charges (a)

19.8 — 19.8 —

Net (gain) loss on dispositions 1.4 1.5 2.6 (153.6)

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Adjusted OIBDA margin 29.3 % 25.9 % 24.7 % 23.1 %

Net income (loss) attributable to OUTFRONT Media Inc.

Net income attributable to OUTFRONT Media Inc.

$ 51.3 $ 34.6 $ 50.2 $ 184.2

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Amortization of direct lease acquisition costs 13.8 16.0 42.6 45.1

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

Net (gain) loss on disposition of real estate assets 1.4 1.5 2.6 (153.6)

Impairment charges (b)

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Restructuring charges (a)

19.8 — 19.8 —

Other depreciation 4.2 4.6 13.4 14.4

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Loss on extinguishment of debt 0.6 — 0.6 1.2

Adjustment related to non-controlling interests (0.1) — (0.1) —

Income tax effect of adjustments (c)

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$ 100.3 $ 80.8 $ 209.5 $ 188.8

(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.

(a) In the three months ended September 30, 2025, Restructuring charges associated with the Plan consists of severance payments, employee benefits and related costs.

In the nine months ended September 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.

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FFO attributable to OUTFRONT Media Inc.

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.

increased $17.0 million, or 21%, in the three months ended September 30, 2025, compared to the same prior-year period, due primarily to higher Adjusted OIBDA, partially offset by a provision for income

taxes in 2025 and higher interest expense.

AFFO attributable to OUTFRONT Media Inc.

increased $19.5 million, or 24%, in the three months ended September 30, 2025, compared to the same prior-year period, due primarily to higher Adjusted OIBDA.

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.

increased $7.8 million, or 4%, in the nine months ended September 30, 2025, compared to the same prior-year period, due primarily to higher Adjusted OIBDA and lower interest expense, partially offset by restructuring charges in 2025 and impairment charges in 2024.

AFFO attributable to OUTFRONT Media Inc.

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.

increased $20.7 million, or 11%, in the nine months ended September 30, 2025, compared to the same prior-year period, due primarily to higher Adjusted OIBDA.

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 and six months ended June 30, 2025 and 2024.

Three Months Ended Six Months Ended

June 30, June 30,

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

Three Months Ended Nine Months Ended

September 30, September 30,

(in millions) 2025 2024 2025 2024

5 unchanged sentences

Restructuring charges (a)

19.8 — 19.8 —

Net (gain) loss on dispositions 1.4 1.5 2.6 (153.6)

17 unchanged sentences

Total operating income $ 89.9 $ 71.3 $ 160.0 $ 314.4

(a) In the three months ended September 30, 2025, Restructuring charges associated with the Plan consists of severance payments, employee benefits and related costs.

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

Three Months Ended Six Months Ended

June 30, % June 30, %

Three Months Ended Nine Months Ended

September 30, % September 30, %

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

18 unchanged sentences

* Calculation is not meaningful.

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.

Billboard segment revenues decreased $7.8 million, or 2%, in the three months ended September 30, 2025, compared to the same prior-year period.

Billboard segment revenues decreased $19.9 million, or 2%, in the nine months ended September 30, 2025, compared to the same prior-year period.

The decreases were 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 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.

We generated approximately 39% in the three months ended September 30, 2025, 40% in the three months ended September 30, 2024, 39% in the nine months ended September 30, 2025, and 39% in the nine months ended September 30, 2024, of our Billboard segment revenues from enterprise (formerly known as national) advertising campaigns.

Billboard segment property lease expenses represented 31% of Billboard segment revenues in the three months ended September 30, 2025, and 33% in the three months ended September 30, 2024, 33% of Billboard segment revenues in the nine months ended September 30, 2025, and 34% in the nine months ended September 30, 2024.

Billboard segment property lease expenses decreased $8.8 million, or 7%, in the three months ended September 30, 2025, compared to same prior-year period.

Billboard segment property lease expenses decreased $21.2 million, or 6%, in the nine months ended September 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 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) %

Billboard segment posting maintenance and other expenses increased $1.7 million, or 5%, in the three months ended September 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 $1.9 million in the nine months ended September 30, 2025, compared to the same prior-year period, primarily driven by higher compensation-related expenses.

SG&A expenses in the Billboard segment decreased $3.6 million, or 5%, in the three months ended September 30, 2025, compared to the same prior-year period, primarily driven by lower credit card usage by customers, lower compensation-related expenses and a lower provision for doubtful accounts, partially offset by higher professional fees.

SG&A expenses in the

Billboard segment decreased $3.8 million, or 2%, in the nine months ended September 30, 2025, compared to the same prior-year period, primarily driven by lower credit card usage by customers and lower compensation-related expenses, partially offset by higher professional fees and higher travel and entertainment expenses.

Billboard segment Adjusted OIBDA increased $2.9 million, or 2%, in the three months ended September 30, 2025, compared to the same prior-year period, and increased $3.2 million in the nine months ended September 30, 2025, compared to the same prior-year period.

Billboard segment Adjusted OIBDA margin was 39.5% in the three months ended September 30, 2025, 37.8% in the three months ended September 30, 2024, 36.7% in the nine months ended September 30, 2025, and 35.7% in the nine months ended September 30, 2024.

Three Months Ended Nine Months Ended

September 30, % September 30, %

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

Operating income (loss) $ 10.3 $ (5.6) * $ (7.6) $ (39.6) (81) %

Restructuring charges 0.1 — * 3.7 — *

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

Net loss on dispositions 1.4 — * 0.7 0.1 *

Impairment charges — — * — 17.9 *

15 unchanged sentences

* Calculation is not meaningful.

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.

Transit segment revenues increased $21.5 million, or 24%, in three months ended September 30, 2025, compared to the same prior-year period.

Transit segment revenues increased $29.1 million, or 11%, in nine months ended September 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.

We generated approximately 63% in the three months ended September 30, 2025, 57% in the three months ended September 30, 2024, 57% in the nine months ended September 30, 2025 and 54% in the nine months ended September 30, 2024, of our Transit segment revenues from enterprise (formerly known as national) advertising campaigns.

Transit segment franchise expenses represented 53% of Transit segment revenues in the three months ended September 30, 2025, 65% in the three months ended September 30, 2024, 61% in the nine months ended September 30, 2025, and 66% in the nine months ended September 30, 2024.

Transit segment franchise expenses increased $1.0 million, or 2%, in three months ended September 30, 2025, compared to the same prior-year period and increased $4.1 million, or 2%, in nine months ended September 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.

Transit segment posting, maintenance and other expenses increased $2.2 million, or 13%, in the three months ended September 30, 2025, compared to the same prior-year period and increased

$3.5 million, or 7%, in the nine months ended September 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.

SG&A expenses in the Transit segment decreased $0.3 million, or 2%, in the three months ended September 30, 2025, compared to the same prior-year period, primarily driven by lower credit card usage by customers.

SG&A expenses in the Transit segment decreased $0.9 million, or 2%, in the nine months ended September 30, 2025, compared to the same prior-year period, primarily driven by lower credit card usage by customers and lower compensation-related expenses.

We recorded impairment charges of $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 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, %

Transit segment Adjusted OIBDA was $15.7 million in the three months ended September 30, 2025, compared to an Adjusted OIBDA loss of $2.9 million in 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 was $8.7 million in the nine months ended September 30, 2025, compared to an Adjusted OIBDA loss of $13.7 million in 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 Nine Months Ended

September 30, % September 30, %

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

Operating income $ 0.4 $ (0.3) * $ 1.4 $ 157.5 (99) %

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

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

Adjusted OIBDA $ 0.4 $ (0.1) * $ 1.4 $ 2.4 (42)

14 unchanged sentences

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

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.

Total Other revenues increased $1.9 million in the three months ended September 30, 2025, compared to the same prior-year period, primarily driven by an increase in third-party digital equipment sales.

Total Other revenues decreased $28.5 million, or 80%, in the nine months ended September 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 nine months ended September 30, 2024, non-organic revenues reflect the impact of the Transaction.

Organic Other revenues increased $1.9 million in the three months ended September 30, 2025, compared to the same prior-year period, primarily driven by an increase in third-party digital equipment sales.

Organic Other revenues increased $6.4 million in the nine months ended September 30, 2025, compared to the same prior-year period, primarily driven by an increase in third-party digital equipment sales.

Other operating expenses increased $1.5 million in the three months ended September 30, 2025, compared to the same prior-year period, primarily driven by higher costs related to third-party digital equipment sales.

Other operating expenses decreased $16.4 million, or 74%, in the nine months ended September 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 $0.1 million in the three months ended September 30, 2025, compared to the same prior-year period, due to lower costs related to third-party digital equipment sales.

Other SG&A expenses decreased $11.1 million, or 99%, in the nine months ended September 30, 2025, compared to the same prior-year period, primarily driven by the impact of the Transaction.

Other Adjusted OIBDA was $0.4 million in the three months ended September 30, 2025, compared to an Adjusted OIBDA loss of $0.1 million in the same prior-year period, due primarily to an increase in third-party digital equipment sales.

Other Adjusted OIBDA decreased $1.0 million, or 42%, in the nine months ended September 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 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.

Corporate expenses, excluding restructuring charges and stock-based compensation, increased $1.9 million, or 12%, in the three months ended September 30, 2025, compared to the same prior-year period, primarily due to higher professional fees, including fees related to a management consulting project, and costs related to the Refinancing (as defined below).

Corporate expenses, excluding stock-based compensation, increased $8.7 million, or 18%, in the nine months ended September 30, 2025, compared to the same prior-year period, primarily due to higher professional fees, including fees related to a management consulting project, higher compensation-related expenses, including severance, and costs related to the Refinancing (as defined below).

Liquidity and Capital Resources

(in millions, except percentages) June 30,

(in millions, except percentages) September 30,

2025 December 31, 2024 % Change

1 unchanged sentence

Receivables, less allowance ($21.4 in 2025 and $20.6 in 2024)

306.3 305.3 —

Prepaid lease and transit franchise costs 2.8 4.0 (30)

16 unchanged sentences

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.

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

Further, 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.

6 unchanged sentences

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

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.

Working capital was a deficit of $105.8 million as of September 30, 2025, compared to a deficit of $135.0 million as of December 31, 2024, primarily driven by a higher cash balance, decreased borrowings under the AR Facility, due to the impact of the Refinancing (as defined below), and lower accounts payable and accrued expenses, partially offset by higher short-term operating lease liabilities and restructuring reserves.

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 six months ended June 30, 2025.

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

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

We expect our MTA equipment deployment costs to be approximately $20.0 million to $25.0 million in 2025.

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.

7 unchanged sentences

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

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.

As of September 30, 2025, we have issued surety bonds in favor of the MTA totaling approximately $72.3 million, which amount is subject to change as equipment installations are completed and revenues are generated.

We incurred $15.3 million related to MTA equipment deployment costs in the nine months ended September 30, 2025, for a total of $624.2 million to date, of which $33.9 million had been recouped from incremental revenues to date.

As of September 30, 2025, we had Intangible assets related to franchise agreements balance related to the MTA Agreement of $23.5 million.

As of September 30, 2025, 27,341 digital displays had been installed, composed of 5,016 digital advertising screens on subway and train platforms and entrances, 15,904 smaller-format digital advertising screens on rolling stock and 6,421 MTA communications displays.

In the three months ended September 30, 2025, 90 installations occurred, for a total of 1,096 installations in the nine months ended September 30, 2025.

No impairment charges were recorded during the three and nine months ended September 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 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.

On November 6, 2025, we announced that our board of directors approved a quarterly cash dividend of $0.30 per share on our common stock payable on December 31, 2025, to stockholders of record at the close of business on December 5, 2025.

Debt, net, consists of the following:

(in millions, except percentages) June 30,

(in millions, except percentages) September 30,

2025 December 31,

3 unchanged sentences

Long-term debt:

Term loan, due 2026 399.7 399.5

Term loan 499.2 399.5

Senior secured notes:

14 unchanged sentences

Total $ 3,186.1 $ 141.0 $ 897.6 $ 644.5 $ 1,503.0

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.

On September 24, 2025, the Company, along with its wholly-owned subsidiaries, Outfront Media Capital LLC and Outfront Media Capital Corporation (together, the “Borrowers”), and other guarantor subsidiaries party thereto (together with the Company, the “Guarantors”), entered into a credit agreement dated as of September 24, 2025 (the “Credit Agreement”) to refinance the Company’s previously existing senior secured credit facilities (the “Refinancing”).

The Credit Agreement provides for, among other things, (i) a $500.0 million revolving credit facility (the “Revolving Credit Facility”) with a maturity date of September 24, 2030, and (ii) a $500.0 million term loan (the “Term Loan,” together with the Revolving Credit Facility, the “Senior Credit Facilities”) with a maturity date of September 24, 2032.

Borrowings under the Revolving Credit Facility and the Term Loan bear interest at a rate equal to SOFR (as defined in the Credit Agreement) or the Base Rate (as defined in the Credit Agreement) plus an applicable margin ranging from 1.25% to 1.75% for SOFR borrowings (or 1.00% less for Base Rate borrowings) of the Revolving Credit Facility and from 1.75% to 2.00% for SOFR borrowings (or 1.00% less for Base Rate borrowings) of the Term Loan, subject to adjustments based on the Company’s Consolidated Net Secured Leverage Ratio (as defined in the Credit Agreement) or the Company’s credit ratings, respectively.

The Revolving Credit Facility and the Term Loan are senior secured obligations of the Borrowers, are guaranteed on a senior secured basis by the Guarantors, and are secured by liens on substantially all of the assets of the Borrowers and the Guarantors.

In the three and nine months ended September 30, 2025, we recorded a Loss on extinguishment of debt of $0.6 million on the Consolidated Statement of Operations, relating to the write-off of deferred financing costs and a portion of the discount on our previously existing term loan.

In the 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 our previously existing term loan.

The interest rate on the Term Loan was 6.2% per annum as of September 30, 2025.

As of September 30, 2025, a discount of $0.8 million on the Term Loan remains unamortized.

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

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 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.

As of September 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 the three months ended September 30, 2025, $0.5 million in the three months ended September 30, 2024, $1.5 million in the nine months ended September 30, 2025 and $1.5 million in the nine months ended September 30, 2024.

As of September 30, 2025, we had issued letters of credit totaling approximately $5.1 million against the letter of credit facility sublimit under the Revolving Credit Facility.

Standalone Letter of Credit Facilities

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.

As of September 30, 2025, we had issued letters of credit totaling approximately $67.2 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, 2025 and 2024.

Accounts Receivable Securitization Facility

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.

As of September 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 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.

As of September 30, 2025, there were no outstanding borrowings under the AR Facility.

As of September 30, 2025, borrowing capacity remaining under the AR Facility was $150.0 million based on approximately $366.2 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, 2025, $0.1 million in the three months ended September 30, 2024, $0.3 million in the nine months ended September 30, 2025, and $0.2 million in the nine months ended September 30, 2024.

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.

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 and/or avoid incurring taxes, 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 or grant additional liens.

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 6.5 to 1.0.

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 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.

As of September 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 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 (subject to potential acquisition-related adjustments).

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

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

Deferred Financing Costs

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.

As of September 30, 2025, we had deferred $21.7 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 six months ended June 30, 2025.

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

No shares were sold under the ATM Program during the nine months ended September 30, 2025.

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

Series A Preferred Stock Issuance

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If any dividends or distributions in respect of the shares of our common stock are paid in cash, the shares of Series A Preferred Stock will participate in the dividends or distributions on an as-converted basis up to the amount of their accrued dividend for such quarter, which amounts will reduce the dividends payable on the shares of Series A Preferred Stock dollar-for-dollar for such quarter.

The Series A Preferred Stock is convertible at the option of any holder at any time into shares of our common stock at an initial conversion price of $16.00 per share and an initial conversion rate of 62.50 shares of our common stock per share of Series A Preferred Stock, subject to certain anti-dilution adjustments and a share cap as set forth in the Articles.

The Series A Preferred Stock is convertible at the option of any holder at any time into shares of our common stock at an initial conversion price of $16.00 per share and an initial

conversion rate of 62.50 shares of our common stock per share of Series A Preferred Stock, subject to certain anti-dilution adjustments and a share cap as set forth in the Articles.

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.

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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 six months ended June 30, 2025 and 2024.

Six Months Ended

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

Nine Months Ended

September 30, %

(in millions, except percentages) 2025 2024 Change

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* Calculation is not meaningful.

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

Cash provided by operating activities increased $14.8 million, or 8%, in the nine months ended September 30, 2025, compared to the same prior-year period, due primarily to a higher net income, as adjusted for non-cash items, and an increase in restructuring reserves to be paid out in future periods, partially offset by 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.

Cash used by investing activities was $87.3 million in the nine months ended September 30, 2025, compared to Cash provided by investing activities of $230.7 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 nine months ended September 30, 2025 and 2024.

Nine Months Ended

September 30, %

(in millions, except percentages) 2025 2024 Change

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Total capital expenditures $ 64.0 $ 59.9 7

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.

Capital expenditures increased $4.1 million, or 7%, in the nine months ended September 30, 2025, compared to the same prior-year period, primarily due to increased growth in digital displays and increased maintenance spending for billboard display upgrades, partially offset by the impact of the Transaction.

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 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.

Cash used for financing activities decreased $326.9 million in the nine months ended September 30, 2025 compared to the same prior-year period.

In the nine months ended September 30, 2025, we paid total cash dividends of $157.7 million on our common stock, the Series A Preferred Stock and vested restricted share units granted to employees, made net borrowings of $99.4 million under the Term Loan in connection with the Refinancing, and made net repayments on the AR Facility of $10.0 million.

In the nine months ended September 30, 2024, we prepaid $200.0 million on the outstanding balance of our previously

existing term loan, made net repayments on the AR Facility of $25.0 million, 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.

Cash paid for income taxes decreased $9.4 million in the nine months ended September 30, 2025, compared to the same prior-year period, due primarily to income tax payments related to the Transaction in 2024.

Off-Balance Sheet Arrangements

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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.

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.

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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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