What changed in this filing

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Item 1. Business

2026-02-26 compared with 2025-02-28 · 79 added, 95 removed, 298 unchanged (37% of the section changed)

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.”).

OUTFRONT Media is a real estate investment trust (“REIT”) that provides advertising space (“displays”) on out-of-home advertising structures and sites in the United States (the “U.S.”), enabling advertisers to engage with audiences in high-impact in-real-life (“IRL”) moments and environments.

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

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.

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.

The breadth and depth of our portfolio provides our customers with a range of options to address their marketing objectives, from national, brand-building campaigns to hyper-local campaigns that drive customers to the advertiser’s website or retail location “one mile down the road.”

Our inventory consists of billboard displays 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 approximately 120 markets across the U.S., including the 25 largest markets in the U.S.

Our top market, location-focused portfolio includes sites in and around New York City, Los Angeles and San Francisco, where public spaces can turn into platforms for creativity, connection and cultural relevance.

The breadth and depth of our portfolio provides our customers with a range of options to address their marketing objectives by elevating brand influence and credibility through enterprise or commercial brand-building campaigns.

In addition to providing location-based displays, we also focus on delivering mass and targeted audiences to our customers.

Geopath, the out-of-home advertising industry’s audience measurement system, enables us to build campaigns based on the size and demographic composition of audiences.

As part of our technology platform, we are developing solutions for enhanced demographic and location targeting, and engaging ways to connect with consumers on-the-go.

We believe out-of-home continues to be an attractive form of advertising, as our displays are always viewable and cannot be turned off, skipped, blocked or fast-forwarded.

Further, out-of-home advertising can be an effective “stand-alone” medium, as well as an integral part of a campaign to reach audiences using multiple forms of media, including television, radio, print, online, mobile and social media advertising platforms.

We believe the continued evolution of out-of-home advertising audience measurement systems, including Geopath and alternative measurement systems, can enhance the value of the out-of-home medium, including transit inventory, by improving audience measurement and enabling more precise demographic and location-based targeting.

As part of our investments in our technology platform, we are developing digital out-of-home offerings and capabilities that support full-funnel advertising objectives, including end-to-end campaign processing and automation, research and measurement, and demographic and location-based targeting.

We believe out-of-home continues to be an attractive and trusted form of advertising, as our displays have an IRL presence, are always viewable, and cannot be turned off, skipped, blocked or fast-forwarded.

Further, out-of-home advertising can be an effective stand-alone medium, as well as an integral part of a campaign using multiple forms of media (including online, mobile and social media advertising platforms) that bridges commerce, culture and community.

We provide our customers with a differentiated advertising solution at an attractive price point relative to other forms of advertising.

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As of December 31, 2025, we had approximately 19,100 lease agreements with approximately 17,500 different landlords.

A substantial proportion of these lease agreements allow us to abate rent and/or terminate the lease agreement in certain circumstances, which may include where the structure is obstructed, where there is a change in traffic flow and/or where the advertising value of the sign structure is otherwise impaired, providing us with flexibility in renegotiating the terms of our leases with landlords in those circumstances.

A substantial proportion of these lease agreements allow us to abate rent and/or terminate the lease agreement in certain circumstances, which may include when the structure is obstructed, when there is a change in traffic flow and/or when the advertising value of the sign structure is otherwise impaired, providing us with flexibility in renegotiating the terms of our leases with landlords in those circumstances.

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

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

Prior to its sale in 2024, our Canadian operations comprised our International operating segment, which did not meet the criteria to be a reportable segment and accordingly, was included in Other .

Historical operating results of our Canadian operations are included in Other (see Item 8., Note 20.

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In 1996, a predecessor of CBS Corporation (“CBS”) acquired TDI Worldwide Inc., which specialized in transit advertising.

Three years later, a predecessor of CBS acquired Outdoor Systems, Inc., which represented the consolidation of the outdoor advertising assets of large national operators such as 3M National, Gannett Outdoor (and its Canadian assets held in the name Mediacom) and many local operators in North America.

Three years later, a predecessor of CBS acquired Outdoor Systems, Inc., which represented the consolidation of the outdoor advertising assets of large national

operators such as 3M National, Gannett Outdoor (and its Canadian assets held in the name Mediacom) and many local operators in North America.

On April 2, 2014, the Company completed an initial public offering (the “IPO”) of its common stock under the name “CBS Outdoor Americas Inc.” On July 16, 2014, CBS completed a registered offer to exchange 97,000,000 shares of our common stock that were owned by CBS for outstanding shares of CBS Class B common stock (“the Exchange Offer”).

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On November 20, 2014, the Company changed its legal name to “OUTFRONT Media Inc.” and its common stock began trading on the New York Stock Exchange under the ticker symbol “OUT.”

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

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

See “—Acquisition and Disposition Activity.”

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To maintain REIT status, we must meet a number of organizational and operational requirements, including a requirement that we annually distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the dividends-paid deduction and excluding any net capital gains.

This distribution requirement may be satisfied by making distributions to our common stockholders, our preferred stockholders (including holders of Series A Preferred Stock, as defined and described in “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Equity—Series A Preferred Stock Issuance”) or a combination of our stockholders.

This distribution requirement may be satisfied by making distributions to our common stockholders, our preferred stockholders, if any, or a combination of our stockholders.

To the extent that we satisfy this distribution requirement and qualify for taxation as a REIT but distribute less than 100% of our REIT taxable income, determined with the above modifications, we will be subject to U.S.

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Growth Strategy

Continue Increasing the Number of Digital Displays in our Portfolio.

Increasing the number of digital displays in our prime audience locations is an important element of our organic growth strategy, as digital displays have the potential to attract

additional business from both new and existing customers.

We believe digital displays are attractive to our customers because they allow for the development of richer and more visually engaging messages, provide our customers with the flexibility both to target audiences and to quickly launch new advertising campaigns, and eliminate or greatly reduce print production and installation costs.

Continue the Digitization of our Portfolio.

Increasing the number of digital displays in our prime audience locations is an important element of our organic growth strategy, as digital displays have the potential to attract additional business from both new and existing customers.

We believe digital displays are attractive to our customers because they allow for the development of richer and more visually engaging IRL media messaging, provide our customers with the flexibility both to connect with target audiences and to quickly launch new advertising campaigns, and eliminate or greatly reduce print and installation costs.

In addition, digital displays enable us to run multiple advertisements on each display.

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As a result, digital billboard displays generate higher profits and cash flows than comparable traditional static billboard displays.

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

We have deployed state-of-the-art digital transit displays in connection with several transit franchises we operate.

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

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

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

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

Our annual costs with respect to the New York Metropolitan Transportation Authority (the “MTA”) transit franchise will be primarily focused on maintenance of existing MTA display locations for the remainder of the Amended Term (as defined below).

See “—Renovation, Improvement and Development” and “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Drive Enhanced Revenue Management.

Drive Revenue Growth Velocity and Brand Expansion.

We focus heavily on inventory management and advertising rate to improve average revenue per display (yield) over time across our portfolio of advertising structures and sites.

By carefully managing our pricing on a market-by-market and display-by-display basis, we aim to improve profitability.

We believe that closely monitoring pricing and improving pricing discipline will provide strong potential revenue enhancement.

Consider Selected Acquisition Opportunities.

As part of our growth strategy, we frequently evaluate strategic opportunities to acquire new businesses and assets.

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

We also focus on brand expansion among new and existing clients and within new and existing industry verticals through the use of dedicated enterprise and commercial sales teams.

By carefully managing our pricing on a market-by-market and display-by-display basis, providing value-add IRL brand experiences to clients (including production and creative services), and developing experiential sports marketing and retail media advertising partnerships, we aim to improve profitability.

Consider Strategic Transaction Opportunities.

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

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.

See “—Acquisition and Disposition Activity.” There can be no assurances that any transactions currently being evaluated will be consummated or, if consummated, that such transactions would prove beneficial to us.

Further, our national footprint in the U.S.

provides us with an attractive platform on which to add additional advertising structures and sites.

Our scale gives us advantages in driving additional revenues and reducing operating costs from acquired billboards.

We believe that there is significant opportunity for additional industry consolidation, and we will evaluate opportunities to acquire additional out-of-home advertising businesses and structures and sites on a case-by-case basis.

Continued Adoption & Refinement of Audience Measurement Systems;

Utilization of Data/Analytics.

We believe the refinement of the out-of-home advertising industry’s audience measurement system, Geopath, and alternative measurement systems, including our proprietary smartSCOUT system, will enhance the value of the out-of-home medium by providing customers with improved audience measurement and the ability to target by demographic characteristics.

New refinements and new providers, as well as the inclusion of transit metrics, will make measurement options more robust.

As part of our technology platform, we are developing solutions for enhanced demographic and location targeting.

We have also added attribution solutions for advertisers looking to measure specific key performance indicators.

By providing a consistent and standardized audience measurement metric and overlaying increasingly available and reliable third-party data and attribution, we are able to help advertisers target increasingly mobile audiences with effective media plans in the out-of-home environment for both static and digital displays.

Further, the scale of our footprint in the U.S.

allows us to efficiently manage and optimize our portfolio of advertising structures and sites, and to drive additional revenues and reduce operating costs from acquired billboards.

We believe that there is significant opportunity for additional industry consolidation, and we will evaluate strategic transaction opportunities on a case-by-case basis.

Investing in Advanced Advertising Technology and Data Tools.

We believe the continued evolution of the out-of-home advertising audience measurement systems, including Geopath and alternative measurement systems, can enhance the value of the out-of-home medium, including transit inventory, by improving audience measurement and enabling more precise demographic and location-based targeting.

As part of our investments in our technology platform, we plan to develop digital out-of-home offerings and capabilities that support full-funnel advertising objectives, which may include end-to-end campaign processing and automation, research and measurement, and demographic and location-based targeting.

We have also added attribution solutions for advertisers seeking to measure key performance indicators and campaign outcomes.

By providing standardized audience measurement metrics and overlaying increasingly available and reliable third-party data and attribution, we can help advertisers plan, target, and measure effective out-of-home campaigns across both static and digital displays.

Further, we believe the use of programmatic and direct sale advertising platform technologies in the out-of-home advertising industry will increase, which will present a revenue growth opportunity for us.

Programmatic and direct sale advertising platforms allow out-of-home advertising companies to lease displays to customers at competitive rates through an online bidding process or through a direct sale process, and we continue to seek strategic opportunities to increase our participation in these platforms.

Programmatic and direct sale advertising platforms allow out-of-home advertising companies to lease displays to customers at competitive rates through an online bidding process or through a direct sale process, and we have pursued, and continue to pursue, strategic opportunities to increase our participation in these platforms.

Our Portfolio of Outdoor Advertising Structures and Sites

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Retail 11 12 11

Health/Medical 9 9 9

Legal Services/Lawyers 10 8 7

Health/Medical 8 9 9

Technology 7 7 6

Miscellaneous Service Providers 5 5 5

Financial 5 4 3

Restaurants 4 4 5

Automotive 3 4 4

Consumer Packaged Goods 4 4 3

Education 4 4 4

Financial 4 3 4

Alcohol 3 3 3

Government/Political 3 3 3

Consumer Packaged Goods 4 4 4

Utilities 3 3 3

Government/Political 3 3 3

Automotive 3 4 4

Alcohol 3 3 3

Real Estate 2 2 2

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Insurance 2 2 2

Miscellaneous Service Providers 4 4 4

Total 100 % 100 % 100 %

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State of New Jersey 5 <1 4 3,304 — 3,304 1

Houston, TX 5 <1 4 1,065 166 1,231 <1

San Francisco, CA 4 4 4 983 15,797 16,780 3

Tampa, FL 3 <1 3 1,279 12 1,291 <1

Detroit, MI 4 <1 3 1,737 3,188 4,925 <1

Atlanta, GA 4 2 3 1,802 773 2,575 <1

Houston, TX 4 1 3 1,045 176 1,221 <1

Chicago, IL 4 1 3 1,151 9,833 10,984 2

Boston, MA 2 6 3 275 41,670 41,945 8

Detroit, MI 4 <1 3 1,708 — 1,708 <1

Dallas, TX 4 1 3 682 453 1,135 <1

Atlanta, GA 4 <1 3 1,689 — 1,689 <1

Washington D.C.

<1 10 3 20 47,160 47,180 9

Chicago, IL 4 1 3 1,169 9,833 11,002 2

Phoenix, AZ 2 1 2 1,266 1,405 2,671 <1

Tampa, FL 3 <1 3 1,235 12 1,247 <1

Orlando, FL 3 <1 2 1,110 17 1,127 <1

Phoenix, AZ 2 1 2 1,218 1,490 2,708 1

All other United States (c)

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— — <1 — — — —

Total United States 100 100 98 39,556 520,013 559,569 100

— — 2 — — — —

Total 100 % 100 % 100 % 38,240 514,637 552,877 100 %

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(a) All displays, including those reserved for transit agency use.

(b) Includes revenues related to the Canadian Business and third-party digital equipment sales.

(b) Includes revenues from third-party digital equipment sales.

(c) No single location (metropolitan area) in “All other United States” individually represents more than 2% of total revenues.

(d) Includes revenues from third-party digital equipment sales.

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

(See Item 8., Note 13.

Acquisition and Dispositions :

Dispositions :

Canadian Business to the Consolidated Financial Statements).

The New York and Los Angeles metropolitan areas contributed 57% and 8%, respectively, of total transit revenues in 2024 and 52% and 9%, respectively, of total transit revenues in 2023.

Los Angeles contributed 15% of total billboard revenues in 2023 and contributed 16% of total billboard revenues in 2022.

New York contributed 10% of total billboard revenues in each of 2023 and 2022.

Los Angeles contributed 15% of total billboard revenues in each of 2024 and 2023.

New York contributed 9% of total billboard revenues in 2024 and 10% in 2023.

For additional information regarding revenues for our billboard displays and transit displays by segment, see “Item 7.

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United States $ 434.3 $ 214.8 $ 649.1 1,928 29,493 31,421

11.5 1.1 12.6 — — —

Total $ 448.4 $ 165.9 $ 614.3 1,935 28,388 30,323

December 31, 2024:

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Most of our non-maintenance capital expenditures are directed towards new revenue-generating projects, such as the conversion of traditional static billboard displays to digital, the building of new digital displays and the enhancement of our billboard structures to enable us to charge premium rates.

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

We have deployed state-of-the-art digital transit displays in connection with several transit franchises we operate.

We intend to incur significant capital expenditures in coming years to continue increasing the number of digital displays in our portfolio.

See “—Growth Strategy.”

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

Our contracts with customers generally cover periods ranging from four weeks to one year and are generally billed every four weeks.

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

Since contract terms are short-term in nature, revenues by year of contract expiration are not considered meaningful.

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

Our transit businesses involve periodically obtaining and renewing contracts with municipalities and other governmental entities.

All of these contracts have fixed terms, are typically terminable for convenience at the option of the governmental entity (other than with respect to the MTA), and generally provide for payments to the governmental entity based on a percentage of the revenues generated under the contract and/or a guaranteed minimum annual payment, and some may require us to incur capital expenditures.

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As of December 31, 2025, 788 employees were sales and sales-related personnel.

As of December 31, 2024, 2,139, or 99.5%, of our employees were full-time employees and 10, or 0.5%, were part-time employees.

As of December 31, 2025, 1,981, or 99.7%, of our employees were full-time employees and five, or 0.3%, were part-time employees.

Some of these employees are represented by labor unions and are subject to collective bargaining agreements.

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As our business grows, we place a priority on helping our employees build both their skills and careers.

We provide regular and ongoing employee development and training, through among other things, our annual performance review process, and employee trainings in sales strategy, technology, safety, compliance, management and leadership skills.

We also recognize the efforts of our employees with a variety of equity, cash and non-cash awards, such as our annual OUTShine!

awards, our FastStart awards and our President’s Club trips.

We provide regular and ongoing employee development and training, through among other things, our annual performance review process, and employee trainings in consultative selling, technology, safety, compliance, management and leadership skills.

We also recognize the efforts of our employees with a variety of equity, cash and non-cash awards.

We continually monitor our employee turnover rates.

In 2024, we experienced lower total employee turnover of 12% compared to 13% in 2023 and 14% in 2022.

Voluntary turnover decreased in 2024 compared to 2023 and decreased in 2023 compared to

We believe that our culture, competitive compensation and development opportunities have contributed to the low turnover at the Company.

Diversity, Equity and Inclusion

In 2025, we experienced higher total employee turnover of 19% compared to 12% in 2024, and 13% in 2023.

The increase in employee turnover rates in 2025 was primarily due to a restructuring and reduction in force plan, completed in June 2025, intended to achieve the Company’s strategic goals of increasing sales demand, enhancing customer experience, optimizing internal cost efficiencies, and realigning its organization.

Voluntary turnover increased slightly in 2025 compared to 2024, and decreased in 2024 compared to 2023.

Culture and Inclusion

We are committed to promoting an inclusive working environment.

Inclusion is a core value and driver of our business that we believe positions our employees to reach their full potential and contribute to our collective success.

We believe that in order to effectively connect diverse audiences across markets, we need a workforce that reflects the diversity of the communities we represent and in which we operate.

One of our basic principles is treating everyone with dignity and respect, and we believe it is our responsibility to respect all cultures, backgrounds, ethnicities, genders and sexual orientations.

Our diversity, equity and inclusion program is led by an advisory council and the Company’s co-Chief Diversity Officers as well as our Chief Human Resources Officer, and is charged with providing programs that focus on the value of diversity, equity and inclusion to the Company’s culture, including employee resource groups, diversity and inclusion training and events, presentations by keynote speakers, and internship programs, all of which support inclusion and belonging for all employees, including members of underrepresented communities.

Our commitment to inclusive collaboration is reflected in the work of our Culture & Inclusion Advisory Council and seven active employee resource groups (“ERGs”).

Together, they lead our Culture & Inclusion program, which is designed to foster a workplace culture that embraces collaboration, respect, and opportunity for all employees.

Through ERGs, professional development initiatives, thought-provoking and inclusive events, speaker series and internship programs, we aim to strengthen connections, support career growth, and cultivate a sense of belonging across the organization.

Compensation, Benefits, Health and Safety

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We take the health and safety of our employees very seriously.

That is why we have adopted a preventive culture and follow and enforce a strict set of safety guidelines and training processes under the supervision of our Vice President of Operations Effectiveness and Safety.

Our safety programs are developed, managed, and enforced by our National Safety Council, which consists of our operations senior leadership and risk management team, licensed and certified safety professionals, and technical experts.

Our comprehensive training program is another essential aspect to promoting the safety of our employees.

We require all our field operations team members to participate in an extensive training process and we reinforce and strictly manage these trainings throughout the year.

We require all our field operations team members to participate in an extensive training process, which we reinforce with trainings throughout the year.

Additionally, all of our company-owned vehicles have been installed with telematic monitoring systems.

This allows the Company to proactively monitor our employees to ensure they are following the best practices in defensive driving, which in turn, should create a safer environment for our employees and the people in the markets we serve, along with mitigating our insurance costs.

This allows us to proactively monitor, coach, and improve our employees’ driving behaviors, and facilitates defensive driving practices, which in turn, should create a safer environment for our employees and the people in the markets we serve, along with mitigating our insurance costs.

The outdoor advertising industry is subject to governmental regulation and enforcement at the federal, state and local levels in the U.S.

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limit or prohibit the ability to modify, relocate, rebuild, replace, repair, maintain and upgrade advertising structures, particularly those structures that are “legal nonconforming” (i.e., that conformed with applicable regulations when built but which no longer conform to current regulations), and impose restrictions on the construction, repair, maintenance, lighting, operation, upgrading, height, size, spacing and location of outdoor structures generally and/or on the surrounding land and vegetation, as well as on the use of new technologies such as digital signs.

In addition, from time to time, third parties or

local governments commence proceedings in which they assert that we own or operate structures that are not properly permitted or otherwise in strict compliance with applicable law.

In addition, from time to time, third parties or local governments commence proceedings in which they assert that we own or operate structures that are not properly permitted or otherwise in strict compliance with applicable law.

Governmental regulation of advertising displays also limits our installation of additional advertising displays, restricts advertising displays to governmentally controlled sites or permits the installation of advertising displays in a manner that could benefit our competitors disproportionately, any of which could have an adverse effect on our business, financial condition and results of operations.

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In addition, some jurisdictions have taxed our personal property and leasehold interests in outdoor advertising locations using various other valuation methodologies.

We expect the U.S.

We expect federal, state and local governments in the U.S.

to continue to try to impose such laws as a way of increasing their revenue and restricting outdoor advertising.

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For example, certain classes and types of tobacco products have been effectively banned from outdoor advertising in all of the jurisdictions in which we currently do business.

As the owner or operator of various real properties and facilities, we must comply with various federal, state and local environmental, health and safety laws and regulations in the U.S..

As the owner or operator of various real properties, sites and facilities, we must comply with various federal, state and local environmental, health and safety laws and regulations in the U.S.

We and our properties are subject to such laws and regulations related to the use, storage, disposal, emission and release of hazardous and nonhazardous substances and employee health and safety.

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Many of these laws and industry standards and regulations are still evolving and changes in the nature of the data that we collect, purchase and utilize, and the ways that data is permitted to be collected, stored, used and/or shared (including with respect to artificial intelligence, machine learning and automated processing) may negatively impact the way that we are able to conduct business, particularly our digital display platform.

Additionally, no cybersecurity measures are impenetrable, and if a cybersecurity incident occurs, we could lose competitively sensitive proprietary business

information, disclose personally identifiable information, and/or suffer significant disruptions to our business operations, particularly our digital advertising displays, which could result in, among other things, regulatory investigations, legal proceedings and/or remedial actions relating to our cybersecurity measures.

Additionally, no cybersecurity measures are impenetrable, and if a cybersecurity incident occurs, we could lose competitively sensitive proprietary business information, disclose personally identifiable information, and/or suffer significant disruptions to our business operations, particularly our digital advertising displays, which could result in, among other things, regulatory investigations, legal proceedings and/or remedial actions relating to our cybersecurity measures.

See “Item 1A.

Risk Factors—Risks Related to Our Business and Operations—Changes in regulations and consumer concerns regarding privacy, information security and data, or any failure or perceived failure to comply with these regulations or our internal policies, could negatively impact our business” and “Item 1A.

Risk Factors—Risks Related to Our

Business and Operations—Changes in regulations and consumer concerns regarding privacy, information security and data, or any failure or perceived failure to comply with these regulations or our internal policies, could negatively impact our business” and “Item 1A.

Risk Factors—Risks Related to Our Business and Operations—If we experience a cybersecurity incident, we may suffer reputational harm and significant legal and financial exposure.”

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Financing and Leverage Policy

We may, when appropriate, employ leverage and use debt as a means to finance growth in our business, refinance existing debt, to provide additional funds to distribute to stockholders, and/or for corporate purposes.

The Company, along with Outfront Media Capital LLC (“Finance LLC”) and Outfront Media Capital Corporation (“Finance Corp.” and together with Finance LLC, the “Borrowers”) and other guarantor subsidiaries party thereto, are parties to a credit agreement, dated as of January 31, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), pursuant to which the Borrowers may borrow funds under a $500.0 million revolving credit facility, which matures in 2028 (the “Revolving Credit Facility”) and have incurred outstanding indebtedness of $400.0 million under a term loan due in 2026 (the “Term Loan,” together with the Revolving Credit Facility, the “Senior Credit Facilities”).

We may, when appropriate, employ leverage and use debt as a means to finance growth in our business, refinance existing debt, provide additional funds to distribute to stockholders, and/or for corporate purposes.

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, are parties to a credit agreement, dated as of September 24, 2025 (the “Credit Agreement”), pursuant to which the Borrowers may borrow funds under a $500.0 million revolving credit facility, which matures in 2030 (the “Revolving Credit Facility”) and have incurred outstanding indebtedness of $500.0 million under a term loan due in 2032 (the “Term Loan,” together with the Revolving Credit Facility, the “Senior Credit Facilities”).

Since 2014, the Borrowers have also been parties to agreements governing our standalone letter of credit facilities.

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In the future, we may issue debt securities (including senior securities), offer common stock, preferred stock, convertible securities or options to purchase common stock in exchange for property, and/or repurchase or otherwise reacquire our common stock or other securities in the open market or otherwise.

Except in connection with the Notes and the Series A Preferred Stock (each as defined and described in “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources”), stock dividends and similar transactions, and stock-based employee and consultant compensation, in the past four years, we have not offered or issued debt securities, common stock, preferred stock, convertible securities, options to purchase common stock or any other securities in exchange for property or any other purpose.

Except in connection with the Notes, stock dividends and similar transactions, and stock-based employee compensation, in the past four years, we have not offered or issued debt securities, common stock, preferred stock, convertible securities, options to purchase common stock or any other securities in exchange for property or any other purpose.

Our charter authorizes us to issue additional authorized but unissued shares of common or preferred stock.

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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-K

Item 1. Business