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Item 7. Management’s Discussion and Analysis

2026-02-26 compared with 2025-02-28 · 209 added, 360 removed, 473 unchanged (55% of the section changed)

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Risk Factors” and the “Cautionary Statement Regarding Forward-Looking Statements” section of this Annual Report on Form 10-K, that could cause our actual results to differ materially from the results described herein or implied by such forward-looking statements.

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.”) .

Management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2024, as compared to the year ended December 31, 2023, is included in “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC“) on February 28, 2025.

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 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.

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

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

In connection with the Transaction, the Company received C$410.0 million in cash, subject to certain purchase price adjustments (see Item 8.

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

(See Item 8., Note 14.

Acquisitions and Dispositions :

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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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Economic Environment

Our revenues and operating results are sensitive to fluctuations in advertising expenditures, general economic conditions and other external events beyond our control, such as supply chain disruptions, inflationary price increases, changes in governmental fiscal and trade policies (such as tariffs), pandemics like the COVID-19 pandemic, industry shutdowns or slowdowns (including due to labor strikes), extraordinary weather events (such as hurricanes and wildfires), and shifts in market demographics and transportation patterns (including reductions in foot traffic, roadway traffic, commuting, transit ridership and overall target audiences due to remote work, safety concerns or otherwise), among other things.

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

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

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

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

We rely on third parties to manufacture, transport and install our digital displays, and provide and support programmatic, direct sale and other advertising platform technologies (including artificial intelligence-assisted tools) for our digital display inventory.

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

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

See “Item 1A.

Risk Factors—Risks Related to Our Business and Operations—Operating our digital display platform may be more difficult, costly or time consuming than expected and the anticipated benefits may not be fully realized.”

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

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

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

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

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

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 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 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 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 December 31, 2025, approximately $6.6 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 Item 8., Note 13.

Restructuring Charges to the Consolidated Financial Statements.)

Business Environment

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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.

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).

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 have pursued, and continue to pursue, strategic opportunities to increase our participation in these platforms.

In 2025, we built or converted 103 new digital billboard displays in the U.S.

and entered into marketing arrangements to sell advertising on 21 third-party digital billboard displays in the U.S.

In 2024, we built, converted or replaced 6,664 digital transit and other displays in the U.S.

and entered into marketing arrangements to sell advertising on 21 third-party digital billboard displays.

In 2025, we built, converted or replaced 1,170 digital transit and other displays.

The following table sets forth information regarding our digital displays.

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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

(a) Digital display amounts include 6,505 displays reserved for transit agency use.

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

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

(See Item 8., Note 13.

Acquisition and Dispositions :

Dispositions to the Consolidated Financial Statements).

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

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We have a diversified base of customers across various industries.

During 2024, our largest categories of advertisers were entertainment, retail and health/medical, which represented 18%, 12%, and 9% of our total revenues from our Billboard and Transit segments, respectively.

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

During 2024, our largest categories of advertisers were entertainment, retail and health/medical, which represented 18%, 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.

In 2024, we generated approximately 42% of our total revenues from our Billboard and Transit segments from national advertising campaigns, compared to approximately 43% in 2023.

In 2025, we generated approximately 44% of our total revenues from our Billboard and Transit segments from enterprise (formerly known as national) advertising campaigns, compared to approximately 43% in 2024.

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

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1,831.7 1,796.0 2

Operating income (loss) 425.5 (253.2) *

Operating income 293.5 425.5 (31)

Adjusted OIBDA (b)

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27.3 % 25.4 %

Net income (loss) attributable to OUTFRONT Media Inc.

Net income attributable to OUTFRONT Media Inc.

147.0 258.2 (43)

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337.7 306.0 10

* Calculation is not meaningful.

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

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

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

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

to FFO attributable to OUTFRONT Media Inc.

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

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

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

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

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

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Total revenues $ 1,831.7 $ 1,830.9 —

* Calculation is not meaningful.

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

Total revenues increased $10.3 million, or 1%, in 2024 compared to 2023, primarily due to revenue increases in our Billboard and Transit segments, partially offset by the impact of the Transaction.

Organic revenues increased $67.5 million, or 4%, in 2024 compared to 2023, primarily due to revenue increases in our Billboard and Transit segments.

Total revenues increased $0.8 million and organic revenues increased $35.7 million, or 2%, in 2025 compared to 2024.

See the “Segment Results of Operations” section of this MD&A.

In 2024 and 2023, non-organic revenues reflect the impact of the Transaction.

In 2024, non-organic revenues reflect the impact of the Transaction.

Year Ended December 31, % Change

(in millions, except percentages) 2025 2024

Total revenues $ 1,820.6 $ 1,772.1 3 %

Organic revenues (a)

$ 1,805.4 $ 1,757.9 3

Non-organic revenues 15.2 14.2 7

Total revenues $ 1,820.6 $ 1,772.1 3

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

Total revenues increased $48.5 million, or 3%, and organic revenues increased $47.5 million, or 3%, in 2023 compared to 2022, primarily due to an increase in Billboard segment revenues.

See the “Segment Results of Operations” section of this MD&A.

In 2023 and 2022, non-organic revenues reflect the impact of a significant acquisition.

In 2022, non-organic revenues also reflect the impact of foreign currency exchange rates.

Year Ended December 31, % Change

(in millions, except percentages) 2024 2023 2022 2024 vs.

2023 2023 vs.

Operating $ 918.5 $ 949.0 (3) %

Selling, general and administrative 441.7 447.9 (1)

Net (gain) loss on dispositions (160.9) (14.2) 0.2 * *

Restructuring charges 20.1 — *

Net gain on dispositions (2.3) (160.9) *

Impairment charges — 17.9 *

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Year Ended December 31, % Change

(in millions, except percentages) 2024 2023 2022 2024 vs.

2023 2023 vs.

(in millions, except percentages) 2025 2024

Operating expenses:

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Total operating expenses $ 918.5 $ 949.0 (3)

Billboard property lease expenses represented 34% of total billboard revenues in 2024, 35% in 2023 and 33% in 2022.

The decrease in billboard property lease expenses as a percentage of total billboard revenues in 2024 compared to 2023 is primarily due to lower variable billboard property lease costs driven by higher relative revenue performance in advertising markets that have lower variable billboard property lease costs and lower revenue performance in advertising markets that have higher variable billboard property lease costs (see Item 8., Note 5.

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

The increase in billboard property lease expenses as a percentage of total billboard revenues in 2023 compared to 2022 is primarily due to an increase in variable billboard property lease expenses (see Item 8., Note 5.

Leases to the Consolidated Financial Statements), which are primarily attributable to total billboard revenue increases in large markets and high profile locations, and the impact of new locations, including through acquisitions.

Transit franchise expenses represented 61% of total transit display revenues in 2024, 65% in 2023 and 62% in 2022.

The decrease in transit franchise expenses, as a percentage of total transit display revenues in 2024 compared to 2023 was primarily driven by MTA revenues growing at a faster rate than the inflationary adjustment to the guaranteed minimum annual payments to the MTA under the MTA Agreement (as defined below), partially offset by the net impact of new and lost transit franchise contracts.

The increase in transit franchise expenses, as a percentage of total transit display revenues in 2023 compared to 2022, was primarily driven by higher guaranteed minimum annual payments to the MTA.

Billboard property lease and transit franchise expenses decreased by $19.1 million in 2024 compared to 2023, primarily due to lower variable property lease expenses, the impact of the Transaction and the net impact of new and lost transit franchise contracts, partially offset by higher guaranteed minimum annual payments to the MTA and the impact of new and lost locations, including through acquisitions.

Billboard property lease and transit franchise expenses increased by $44.8 million in 2023 compared to 2022, primarily due to higher variable billboard property lease expenses, the impact of new locations, including through acquisitions, and higher guaranteed minimum annual payments to the MTA.

Posting, maintenance and other expenses, as a percentage of revenues, were 12% in each of 2024, 2023 and 2022.

Posting, maintenance and other expenses increased $5.0 million, or 2%, in 2024 compared to 2023, primarily due to higher compensation-related expenses, higher maintenance and utilities costs due to inflationary cost increases, and higher posting and rotation costs caused by higher business activity, partially offset by the impact of the Transaction and lower materials costs driven by lower third-party equipment sales.

Posting, maintenance and other expenses increased $1.7 million, or 1%, in 2023 compared to 2022, primarily due to higher compensation-related expenses and higher maintenance and utilities cost, driven by inflationary cost increases in 2023, partially offset by lower posting and rotation costs.

Billboard property lease expenses represented 24% of total revenues in 2025 and 26% in 2024.

The decrease in billboard property lease expenses as a percentage of total revenues in 2025 compared to 2024 is primarily due to lower variable billboard property lease costs driven by higher relative revenue performance in advertising markets that have lower variable billboard property lease costs and lower revenue performance in advertising markets that have higher variable billboard property lease costs (see Item 8., Note 5.

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

Billboard property lease expenses decreased $36.2 million, or 7%, 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 2025 and 2024.

Transit franchise expenses, as a percentage of total revenues in 2025 compared to 2024 was primarily impacted by the Transaction in 2024, partially offset by higher guaranteed minimum annual payments to the MTA due to inflation and lower Billboard revenues.

Transit franchise expenses increased $5.1 million, or 2%, 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 12% in each of 2025 and 2024.

Posting, maintenance and other expenses increased $0.6 million in 2025 compared to 2024, primarily due to higher maintenance and utility costs, and higher production expenses, partially offset by the impact of the Transaction.

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

SG&A expenses represented 24% of Revenues in each of 2025 and 2024.

SG&A expenses increased $18.2 million, or 4%, in 2024 compared to 2023, primarily due to higher compensation-related expenses, including salaries, commissions and severance, higher professional fees, as a result of a management consulting project and higher rent related to new offices, partially offset by the impact of the Transaction.

SG&A expenses increased $7.6 million, or 2%, in 2023 compared to 2022, primarily due to the impact of market fluctuations on an unfunded equity-linked retirement plan offered by the Company to certain employees, higher professional fees, rent related to new offices, higher insurance costs and a higher provision for doubtful accounts, partially offset by lower compensation-related expenses.

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

Net (Gain) Loss on Dispositions

Net gain on dispositions increased by $146.7 million in 2024 compared to 2023, primarily due to the impact of the Transaction.

Net gain on dispositions was $14.2 million in 2023 compared to a Net loss on dispositions of $0.2 million in 2022.

The Net gain on dispositions in 2023 was primarily related to the sale of three parcels of land and the related structures in Los Angeles, California, (see Item 8., Note 13.

Acquisitions and Dispositions :

Dispositions :

Los Angeles Office and Operations Center to the Consolidated Financial Statements) and in St.

Louis, Missouri.

SG&A expenses decreased $6.2 million, or 1%, in 2025 compared to 2024, primarily due to the impact of the Transaction, lower credit card usage by customers, lower rent related to new offices in the first half of 2024 and lower compensation-related expenses, including severance and salaries, partially offset by higher professional fees, as a result of a management consulting project, and higher travel and entertainment expenses.

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

We recorded restructuring charges of $20.1 million in 2025, consisting of severance payments, employee benefits and related costs, and professional fees associated with the Plan.

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

Net Gain on Dispositions

Net gain on dispositions decreased $158.6 million in 2025, compared to 2024, primarily due to the Transaction.

Impairment Charges

We recorded impairment charges of $17.9 million in 2024 and $534.7 million in 2023.

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 three months ended March 31, 2024 and June 30, 2024, and recorded impairment charges of $9.1 million and $8.8 million, respectively, in those periods for a total of $17.9 million in the six months ended June 30, 2024.

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

Our analysis performed as of September 30, 2024, and December 31, 2024, resulted in positive aggregate cash flows in excess of the carrying value of our MTA asset group.

As such, no impairment charges were recorded during each of the three months ended September 30, 2024, and December 31, 2024.

In 2023, we recorded impairment charges of $534.7 million, primarily representing $466.2 million of impairment charges related to our MTA asset group (see Note 4.

Long-Lived Assets to the Consolidated Financial Statements) and an impairment charge of $47.6 million representing the entire goodwill balance associated with our historical Transit reporting unit.

Depreciation increased $0.2 million in 2024 compared to 2023, primarily due to higher depreciation related to the change in estimated useful life of certain advertising displays, partially offset by the impact of the Transaction (see Note 13.

Acquisitions and Dispositions :

Dispositions :

Canadian Business ).

Depreciation increased $1.9 million, or 2%, in 2023 compared to 2022, primarily due to capital expenditures and acquisitions in 2022, partially offset by an increase in fully-depreciated assets.

Amortization decreased $9.2 million, or 11%, in 2024 compared to 2023, due primarily to the impact of the Transaction (see Note 13.

Acquisitions and Dispositions :

Dispositions :

Canadian Business ) and lower amortization related to franchise agreements associated with the MTA, partially offset by higher amortization of leasehold interest intangibles recorded related to asset acquisitions.

Amortization increased $7.9 million, or 11%, in 2023 compared to 2022, due primarily to higher amortization of leasehold interest intangibles recorded related to asset acquisitions, partially offset by lower amortization related to franchise agreements associated with the MTA.

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 2024, representing additional MTA equipment deployment cost spending during the first six months of 2024 (see Item 8., Note 4.

Long-Lived Assets to the Consolidated Financial Statements).

No impairment charges were recorded during 2025.

Depreciation increased $11.1 million, or 14%, in 2025 compared to 2024, primarily due to higher depreciation related to the change in estimated useful life of certain advertising displays.

Amortization decreased $2.4 million, or 3%, in 2025 compared to 2024.

Interest Expense

Interest expense, net, was $156.2 million (including $6.1 million of deferred financing costs) in 2024, $158.4 million (including $6.7 million of deferred financing costs) in 2023 and $131.8 million (including $6.5 million of deferred financing costs) in 2022.

The decrease in Interest expense, net, in 2024 compared to 2023, was primarily due to a lower average debt balance, partially offset by higher interest rates.

The increase in Interest expense, net, in 2023 compared to 2022, was primarily due to higher interest rates and a higher average debt balance.

Interest expense, net, was $146.4 million (including $5.8 million of deferred financing costs) in 2025 and $156.2 million (including $6.1 million of deferred financing costs) in 2024.

The decrease in Interest expense, net, in 2025 compared to 2024, was primarily due to lower average debt balance and lower interest rates.

Loss on Extinguishment of Debt

In 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.

In 2023, we recorded a Loss on extinguishment of debt of $8.1 million relating to the redemption of all of our outstanding 6.250% Senior Unsecured Notes due 2025 in the fourth quarter of 2023.

Benefit (Provision) for Income Taxes

Provision for income taxes increased $7.0 million, or 175%, in 2024 compared to 2023, due primarily to a gain on disposition related the Transaction.

Provision for income taxes decreased $5.4 million, or 57%, in 2023 compared to 2022, due primarily to

a valuation allowance against our U.S.

taxable REIT subsidiary (“TRS”) accumulated deferred tax assets in 2022.

The effective income tax rate was 4.1% for 2024, 0.9% for 2023 and 6.0% for 2022.

Net Income (Loss)

Net income before allocation to redeemable and non-redeemable noncontrolling interests was $258.7 million in 2024 compared to a Net loss before allocation to redeemable and non-redeemable noncontrolling interests of $424.5 million in 2023, driven by higher operating income, due primarily to higher impairment charges incurred in 2023 and a gain on disposition related to the Transaction, and a lower loss on extinguishment of debt, partially offset by a higher provision for income taxes.

Net loss before allocation to redeemable and non-redeemable noncontrolling interests was $424.5 million in 2023 compared to Net income before allocation to redeemable and non-redeemable noncontrolling interests of $143.9 million in 2022, driven by lower operating income, due primarily to impairment charges and higher interest expense.

In 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 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.

Provision for Income Taxes

Provision for income taxes decreased $9.0 million, or 82%, in 2025 compared to 2024, primarily due to the impact of the Transaction.

The effective income tax rate was 1.4% for 2025 and 4.1% for 2024.

Net income before allocation to redeemable and non-redeemable noncontrolling interests decreased $111.7 million, or 43%, in 2025, compared to 2024, primarily driven by a gain on disposition related to the Transaction in 2024, lower billboard revenues, 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

Adjusted OIBDA

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

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

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

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adjusted to exclude gains and losses from the sale of real estate assets, impairment charges, depreciation and amortization of real estate assets, amortization of direct lease acquisition costs and the same adjustments for our equity-based investments and redeemable and non-redeemable noncontrolling interests, as well as the related income tax effect of adjustments, as applicable.

We calculate AFFO as FFO adjusted to include cash paid for direct lease acquisition costs as such costs are generally amortized over a period ranging from four weeks to one year and therefore are incurred on a regular basis.

We calculate AFFO as FFO adjusted to include amortization of direct lease acquisition costs as such costs are generally amortized over a period ranging from four weeks to one year and therefore are incurred on a regular basis.

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

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

In addition, AFFO excludes 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.

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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.

OUTFRONT Media Inc., and revenues, the most directly comparable GAAP financial measures, as indicators of operating performance.

Since Adjusted OIBDA, Adjusted OIBDA margin, FFO and AFFO are not measures calculated in accordance with GAAP, they should not be considered in isolation of, or as a substitute for, operating income (loss), net income (loss) attributable to OUTFRONT Media Inc., and revenues, the most directly comparable GAAP financial measures, as indicators of operating

These measures, as we calculate them, may not be comparable to similarly titled measures employed by other companies.

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

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

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

to FFO attributable to OUTFRONT Media Inc.

and AFFO attributable to OUTFRONT Media Inc.

Starting at the end of 2025, we modified our calculation of AFFO to include amortization of direct lease acquisition costs instead of the cash paid for direct lease acquisition costs, as management believes that this calculation of AFFO is a more appropriate measure of performance period-over-period and consistent with how we calculate FFO.

Accordingly, relevant prior periods have been recast to conform to this presentation.

Year Ended December 31,

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Total revenues $ 1,831.7 $ 1,830.9

Operating income (loss) 425.5 (253.2)

Operating income $ 293.5 $ 425.5

Restructuring charges (a)

Net gain on dispositions (2.3) (160.9)

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Adjusted OIBDA margin 27.3 % 25.4 %

Net income (loss) attributable to OUTFRONT Media Inc.

Net income attributable to OUTFRONT Media Inc.

$ 147.0 $ 258.2

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Amortization of real estate-related intangible assets 60.2 65.5

Amortization of direct lease acquisition costs (a)

Net gain on disposition of real estate assets (160.9) (14.2)

Impairment charges (b)

Amortization of direct lease acquisition costs (b)

Net (gain) loss on disposition of real estate assets (2.3) (160.9)

Impairment charges (c)

Adjustment related to redeemable and non-redeemable noncontrolling interests (0.3) (0.3)

Income tax effect of adjustments (c)

Income tax effect of adjustments (d)

FFO attributable to OUTFRONT Media Inc.

Non-cash portion of income taxes (0.2) (0.5)

Cash paid for direct lease acquisition costs (a)

Cash paid for direct lease acquisition costs (b)

(56.1) (58.4)

Maintenance capital expenditures (30.6) (21.7)

Restructuring charges (a)

Other depreciation 17.8 20.0

Other amortization 9.4 6.5

Impairment charges on non-real estate assets (b)

Impairment charges on non-real estate assets (c)

Stock-based compensation 27.8 30.8

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Loss on extinguishment of debt 0.6 1.2

Adjustment related to non-controlling interests (0.1) —

Income tax effect of adjustments (d)

AFFO attributable to OUTFRONT Media Inc.

$ 337.7 $ 306.0

(a) Variable commissions directly associated with billboard revenues.

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

(a) In 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) Variable commissions directly associated with billboard revenues.

Long-Lived Assets to the Consolidated Financial Statements).

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

FFO attributable to OUTFRONT Media Inc.

in 2024 of $303.6 million increased $168.4 million, or 125%, compared to 2023, due primarily to lower impairment charges on non-real estate assets.

in 2025 of $333.5 million increased $29.9 million, or 10%, compared to 2024, primarily due 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.

in 2024 of $307.5 million increased $31.7 million, or 11%, compared to 2023, due primarily to higher Adjusted OIBDA, lower maintenance capital expenditures and lower cash paid for income taxes.

in 2025 of $337.7 million increased $31.7 million, or 10%, compared to 2024, primarily due to higher Adjusted OIBDA and lower interest expense, partially offset by higher maintenance capital expenditures.

Segment Results of Operations

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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.

Segment Information to the Consolidated Financial Statements) through the date of sale (see Item 8., Note 13.

Acquisitions and Dispositions :

Dispositions :

Canadian Business to the Consolidated Financial Statements).

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

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

The following table presents our Revenues , Adjusted OIBDA and Operating income (loss) by segment in 2024, 2023 and 2022.

The following table presents our Revenues , Adjusted OIBDA and Operating income by segment in 2025 and 2024.

Year Ended December 31,

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Total revenues $ 1,831.7 $ 1,830.9

Operating income (loss) $ 425.5 $ (253.2) $ 282.5

Net (gain) loss on dispositions (160.9) (14.2) 0.2

Operating income $ 293.5 $ 425.5

Restructuring charges (a)

Net gain on dispositions (2.3) (160.9)

Impairment charges — 17.9

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Amortization 69.6 72.0

Stock-based compensation (a)

30.8 28.4 33.8

Stock-based compensation (b)

Total Adjusted OIBDA $ 499.3 $ 464.8

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Total operating income (loss) $ 293.5 $ 425.5

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

Year Ended December 31, % Change

(in millions, except percentages) 2024 2023

Operating income $ 385.9 $ 382.2 1 %

Net gain on dispositions (5.9) (14.2) (58)

Depreciation 72.5 65.6 11

Amortization 68.0 67.0 1

Adjusted OIBDA $ 520.5 $ 500.6 4

Revenues $ 1,409.3 $ 1,369.7 3

Operating expenses:

Billboard property lease (472.3) (477.3) (1)

Posting, maintenance and other (148.4) (134.9) 10

Total operating expenses (620.7) (612.2) 1

SG&A expenses (268.1) (256.9) 4

Adjusted OIBDA $ 520.5 $ 500.6 4

Adjusted OIBDA margin 36.9 % 36.5 %

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

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

Billboard segment revenues increased $39.6 million, or 3%, in 2024 compared to 2023, reflecting an increase in average revenue per display (yield), driven by the impact of programmatic and direct sale advertising platforms on digital billboard revenues, partially offset by the impact of new and lost billboards in the period, including insignificant acquisitions, and lower proceeds from condemnations.

We generated approximately 39% in 2024 and 40% in 2023 of our Billboard segment revenues from national advertising campaigns.

Billboard segment property lease expenses represented 34% of Billboard segment revenues in 2024 and 35% in 2023.

Billboard segment property lease expenses decreased $5.0 million, or 1%, in 2024 compared to 2023, primarily driven by lower variable lease costs.

Billboard segment posting maintenance and other expenses increased $13.5 million, or 10%, in 2024 compared to 2023, primarily driven by higher compensation-related expenses, higher maintenance and utilities cost, and higher office expenses, driven by inflationary cost increases.

SG&A expenses in the Billboard segment increased $11.2 million, or 4%, in 2024 compared to 2023, primarily driven by higher compensation-related expenses and higher rent related to new offices, partially offset by lower professional fees.

Billboard segment Adjusted OIBDA increased $19.9 million, or 4%, in 2024 compared to 2023.

Billboard segment Adjusted OIBDA margin was 36.9% in 2024 and 36.5% in 2023.

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

Year Ended December 31, % Change

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Operating income $ 374.6 $ 385.9 (3) %

Net gain on dispositions (14.2) (0.1) *

Restructuring charges 8.4 — *

Net (gain) loss on dispositions 1.8 (5.9) *

Depreciation 81.4 72.5 12

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Revenues $ 1,391.4 $ 1,409.3 (1)

Organic revenues (a)

$ 1,354.5 $ 1,297.8 4

Non-organic revenues 15.2 11.0 38

Total revenues 1,369.7 1,308.8 5

Operating expenses:

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* Calculation is not meaningful.

(a) Organic revenues associated with a significant acquisition (“non-organic revenues”).

Billboard segment revenues increased $60.9 million, or 5%, in 2023 compared to 2022, reflecting an increase in average revenue per display (yield), driven by the impact of programmatic and direct sale advertising platforms on digital billboard revenues, the impact of new and lost billboards in the period, including acquisitions, and higher proceeds from condemnations.

We generated approximately 40% in each of 2023 and 2022 of our Billboard segment revenues from national advertising campaigns.

In 2023 and 2022, non-organic revenues reflect the impact of a significant acquisition.

Billboard segment revenues decreased $17.9 million, or 1%, in 2025 compared to 2024, reflecting the impact of lost billboards in the period, partially offset by an increase in average revenue per display (yield), including the impact of programmatic platforms on digital billboard revenues and higher proceeds from condemnations.

We expect lost billboards to continue to adversely impact Billboard segment revenue performance in the first half of 2026, particularly in the Los Angeles metropolitan areas.

We generated approximately 39% in 2025 and 40% in 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 2025 and 34% in 2024.

Billboard segment property lease expenses increased $41.2 million, or 9%, in 2023 compared to 2022, primarily driven by higher variable billboard property lease expenses.

Billboard segment posting maintenance and other expenses increased $2.4 million, or 2%, in 2023 compared to 2022, primarily driven by higher compensation-related expenses and higher maintenance and utilities cost, driven by inflationary cost increases in 2023, partially offset by lower posting and rotation costs.

SG&A expenses in the Billboard segment increased $8.9 million, or 4%, in 2023 compared to 2022, primarily driven by higher insurance costs, higher compensation-related expenses, higher rent related to new offices, higher professional fees and a higher provision for doubtful accounts.

Billboard segment Adjusted OIBDA increased $8.4 million, or 2%, in 2023 compared to 2022.

Billboard segment property lease expenses decreased $25.7 million, or 5%, in 2025 compared to 2024, primarily driven by the impact of lost billboards and lower variable billboard property lease costs.

Billboard segment posting maintenance and other expenses increased $0.9 million, or 1%, in 2025 compared to 2024, primarily driven by higher maintenance and utilities, and higher site-related costs, partially offset by higher compensation-related expenses.

SG&A expenses in the Billboard segment decreased $1.5 million, or 1%, in 2025 compared to 2024, 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 $8.4 million, or 2%, in 2025 compared to 2024, primarily due to larger decrease in Billboard segment operating expenses compared to a smaller decrease in Billboard segment revenues.

Billboard segment Adjusted OIBDA margin was 38.0% in 2025 and 36.9% in 2024.

The decrease in Billboard segment Adjusted OIBDA margins in 2023 compared to 2022 was due primarily to a higher increase in Billboard segment operating expenses, due to an increase in Billboard segment property lease expenses, and an increase in Billboard segment SG&A expenses, compared to a lower increase in Billboard segment revenues.

Year Ended December 31, % Change

(in millions, except percentages) 2025 2024

Operating loss $ (20.7) $ (566.9) (96) %

Net loss on dispositions 0.1 — *

Impairment charges 17.9 534.7 (97)

Depreciation 7.0 8.8 (20)

Amortization 4.0 7.4 (46)

Adjusted OIBDA $ 8.3 $ (16.0) *

Revenues $ 383.8 $ 352.6 9

Operating expenses:

Transit franchise (236.3) (235.6) —

Posting, maintenance and other (68.2) (62.4) 9

Total operating expenses (304.5) (298.0) 2

SG&A expenses (71.0) (70.6) 1

Adjusted OIBDA $ 8.3 $ (16.0) *

Adjusted OIBDA margin 2.2 % (4.5) %

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

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

* Calculation is not meaningful.

Transit segment revenues increased $31.2 million, or 9%, in 2024 compared to 2023, primarily due to an increase in average revenue per display (yield), partially offset by the impact of new and lost transit franchise contracts in the period.

We generated approximately 55% in each of 2024 and 2023 of our Transit segment revenues from national advertising campaigns.

Transit segment franchise expenses represented 62% of Transit segment revenues in 2024 and 67% in 2023.

Transit segment franchise expenses increased $0.7 million in 2024 compared to 2023, primarily driven by higher guaranteed minimum annual payments to the MTA, partially offset by the net impact of new and lost transit franchise contracts.

Transit segment posting, maintenance and other expenses increased $5.8 million, or 9%, in 2024 compared to 2023, primarily driven by higher posting and rotation costs, driven by higher business activity, and higher compensation-related expenses.

SG&A expenses in the Transit segment increased $0.4 million, or 1%, in 2024 compared to 2023, primarily driven by higher compensation-related expenses, partially offset by lower professional fees.

In 2024, we recorded impairment charges of $17.9 million in the Transit segment, primarily related to impairment charges with respect to our MTA asset group and our historical Transit reporting unit.

In 2023, we recorded impairment charges of $534.7 million primarily related to impairment charges with respect to our MTA asset group and our historical Transit reporting unit (see Item 8., Note 4.

Long-Lived Assets to the Consolidated Financial Statements).

Transit segment Adjusted OIBDA was $8.3 million in 2024 compared an Adjusted OIBDA loss of $16.0 million in 2023.

The increase in Transit segment Adjusted OIBDA was due primarily to a higher increase in Transit segment revenues compared to lower increases in Transit segment SG&A expenses and guaranteed minimum annual payments to the MTA.

Year Ended December 31, % Change

(in millions, except percentages) 2023 2022

Operating loss $ (566.9) $ (19.2) *

Net loss on dispositions — 0.3 *

Operating income (loss) $ 27.4 $ (20.7) *

Restructuring charges 3.7 — *

Net (gain) loss on dispositions (4.1) 0.1 *

Impairment charges — 17.9 *

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* Calculation is not meaningful.

Transit segment revenues decreased $12.5 million, or 3%, in 2023 compared to 2022, driven by a decrease in average revenue per display (yield), driven by weaker market conditions in national advertising, which primarily impacted advertising sales on certain above-ground advertising displays, partially offset by the impact of a new transit franchise contract.

We generated approximately 55% in 2023 and 60% in 2022 of our Transit segment revenues from national advertising campaigns.

Transit segment revenues increased $47.4 million, or 12%, in 2025 compared to 2024, primarily due to an increase in average revenue per display (yield), partially offset by the impact of new and lost transit franchise contracts.

We generated approximately 57% in 2025 and 56% in 2024 of our Transit segment revenues from enterprise (formerly known as national) advertising campaigns.

Transit segment franchise expenses represented 56% of Transit segment revenues in 2025 and 62% in 2024.

Transit segment franchise expenses increased $5.1 million, or 2%, in 2023 compared to 2022, primarily driven by higher guaranteed minimum annual payments to the MTA.

Posting, maintenance and other expenses decreased $0.1 million in 2023 compared to 2022, primarily driven by higher posting and rotation costs, partially offset by higher compensation-related expenses.

SG&A expenses in the Transit segment increased $2.3 million, or 3%, in 2023 compared to 2022, primarily driven by higher professional fees, higher rent related to new offices and higher insurance costs, partially offset by lower compensation-related expenses.

In 2023, we recorded impairment charges of $534.7 million in the Transit segment, primarily related to impairment charges related to our MTA asset group and our historical Transit reporting unit (see Item 8., Note 4.

Transit segment franchise expenses increased $6.9 million, or 3%, in 2025 compared to 2024, primarily driven by higher guaranteed minimum annual payments to the MTA due to inflation.

Transit segment posting, maintenance and other expenses increased $4.0 million, or 6%, in 2025 compared to 2024, primarily driven by higher maintenance and utility costs, higher production costs and higher site-related costs.

SG&A expenses in the Transit segment increased $1.7 million, or 2%, in 2025 compared to 2024, primarily driven by higher travel and entertainment expenses and higher compensation-related expenses, partially offset by lower credit card usage by customers.

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 Item 8., Note 4.

Long-Lived Assets to the Consolidated Financial Statements).

Transit segment Adjusted OIBDA was a loss of $16.0 million in 2023 compared to Transit segment Adjusted OIBDA of $3.8 million in 2022.

The decrease in Transit segment Adjusted OIBDA was due primarily to increases in the MTA guaranteed minimum annual payments in 2023 and an increase in Transit segment SG&A expenses, compared to a lower increase in Transit segment revenues.

Transit segment Adjusted OIBDA increased $34.8 million in 2025 compared to 2024.

The increase in Transit segment Adjusted OIBDA was primarily due to a larger increase in Transit segment revenues compared to a smaller increase in Transit segment operating expenses.

Year Ended December 31, % Change

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Net gain on dispositions — (155.1) *

Depreciation — 4.9 *

Amortization — 6.8 *

Adjusted OIBDA $ 1.8 $ 2.8 (36) %

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

Total Other revenues decreased $60.5 million, or 62%, in 2024 compared to 2023, primarily driven by the impact of the Transaction and a decline in third-party digital equipment sales.

In 2024 and 2023, non-organic revenues reflect the impact of the Transaction.

Organic Other revenues decreased $3.3 million, or 53%, in 2024, compared to 2023, primarily driven by a decline in third-party digital equipment sales.

Other operating expenses decreased $29.1 million, or 55%, in 2024 compared to 2023, primarily driven by the impact of the Transaction and lower costs related to third-party digital equipment sales.

Total Other revenues decreased $28.7 million, or 76%, in 2025 compared to 2024, primarily driven by the impact of the Transaction, partially offset by an increase in third-party digital equipment sales.

In 2024, non-organic revenues reflect the impact of the Transaction.

Organic Other revenues increased $6.2 million in 2025 compared to 2024, primarily driven by an increase in third-party digital equipment sales.

Other operating expenses decreased $16.6 million, or 70%, in 2025 compared to 2024, 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 $11.1 million, or 99%, in 2025 compared to 2024, primarily driven by the impact of the Transaction.

Other Adjusted OIBDA decreased $20.3 million, or 88%, in 2024 compared to 2023, due primarily to the impact of the Transaction and a decline in third-party digital equipment sales.

Year Ended December 31, % Change

(in millions, except percentages) 2023 2022

Operating income $ 11.4 $ 7.9 44 %

Depreciation 4.9 5.8 (16)

Amortization 6.8 6.9 (1)

Adjusted OIBDA $ 23.1 $ 20.6 12

Revenues $ 98.3 $ 98.2 —

Organic revenues (a)

$ 98.3 $ 95.0 3

Non-organic revenues — 3.2 *

Total revenues 98.3 98.2 —

Operating expenses:

Billboard property lease (22.4) (23.8) (6)

Transit franchise (4.7) (4.8) (2)

Posting, maintenance and other (25.8) (26.4) (2)

Total operating expenses Total operating expenses (52.9) (55.0) (4)

SG&A expenses (22.3) (22.6) (1)

Adjusted OIBDA $ 23.1 $ 20.6 12

Adjusted OIBDA margin 23.5 % 21.0 %

* Calculation is not meaningful.

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

Other revenues increased $0.1 million in 2023 compared to 2022, primarily driven by an increase in average revenue per display (yield), partially offset by the impact of foreign currency exchange rates.

In 2022, non-organic revenues reflect the impact of foreign currency exchange rates.

Organic Other revenues increased $3.3 million, or 3%, in 2023, compared to 2022, primarily driven by the impact of new billboards in the period, including acquisitions, and an increase in average revenue per display (yield).

Other operating expenses decreased $2.1 million, or 4%, in 2023 compared to 2022, primarily driven by lower expenses in Canada, partially offset by the impact of foreign currency exchange rates.

Other SG&A expenses decreased $0.3 million, or 1%, in 2023 compared to 2022, primarily driven by lower expenses in Canada, partially offset by the impact of foreign currency exchange rates.

Other Adjusted OIBDA increased $2.5 million, or 12%, in 2023 compared to 2022, due primarily to an increase in average revenue per display (yield) and lower expenses in Canada, partially offset by the impact of foreign currency exchange rates.

Other Adjusted OIBDA decreased $1.0 million, or 36%, in 2025 compared to 2024, primarily due to the impact of the Transaction, partially offset by an increase in third-party digital equipment sales.

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

Corporate expenses, excluding stock-based compensation, were $66.8 million in 2024 and $51.5 million in 2023 and $49.4 million in 2022.

Corporate expenses increased $15.3 million in 2024 compared to 2023, primarily due to higher compensation-related expenses, including salaries, commissions and severance, and higher professional fees, as a result of a management consulting project.

Corporate expenses increased $2.1 million in 2023 compared to 2022, 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, partially offset by lower compensation-related expenses.

Corporate expenses, excluding restructuring charges and stock-based compensation, were $74.5 million in 2025 and $66.8 million in 2024.

Corporate expenses increased $7.7 million, or 12%, in 2025 compared to 2024, primarily due to higher professional fees, including fees related to a management consulting project, higher compensation-related expenses, including severance, and the impact of market fluctuations on an unfunded equity-linked retirement plan offered by the Company to certain employees.

Liquidity and Capital Resources

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Other prepaid expenses 21.9 17.8 23

Assets held for sale — 34.6 *

Other current assets 11.1 11.8 (6)

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Short-term operating lease liabilities 172.9 168.7 2

Liabilities held for sale — 24.1 *

Other current liabilities 29.4 19.6 50

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

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

In addition, 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.

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

decrease in 2025, and our ability to issue debt and equity securities and/or borrow under our existing or new credit facilities on reasonable pricing terms, or at all, may become uncertain.

Although we have taken several actions to date to enhance our financial flexibility and increase our liquidity, our short-term and long-term cash needs and related funding capability may be adversely affected if cash on hand and operating cash flows decrease in 2026, and our ability to issue debt and equity securities and/or borrow under our existing or new credit facilities on reasonable pricing terms, or at all, may become uncertain.

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

Working capital was a deficit of $135.0 million as of December 31, 2024, compared to a deficit of $195.4 million as of December 31, 2023, primarily driven by the impact of the Transaction.

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”):

Working capital was a deficit of $41.6 million as of December 31, 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, partially offset by higher short-term operating lease liabilities and restructuring reserves.

Under our current agreement with the MTA (as amended, the “MTA Agreement”):

• Deployments .

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

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

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

If incremental revenues generated over the term of the agreement are not sufficient to cover all or a portion of the equipment deployment costs, the costs will not be recouped, which could have an adverse effect on our business, financial condition and results of operations, including impairment charges (see Item 8., Note 4.

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If we do not recoup all costs of deploying advertising and communications screens with respect to the New Inventory by the end of the term of the MTA Agreement, the MTA will be obligated to reimburse us for these costs.

Deployment costs in an amount not to exceed $50.7 million, which are deemed authorized before December 31, 2020, will be paid directly by the MTA.

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.

Deployment costs in an amount not to exceed $50.7 million, which were deemed authorized before December 31, 2020, were paid directly by the MTA.

All other deployment costs are subject to recoupment in accordance with the MTA Agreement.

We did not recoup any equipment deployment costs in 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 MTA equipment deployment costs to be approximately $30.0 million to $40.0 million annually throughout the remainder of the Amended Term (as defined below) of the MTA Agreement and encompass replacement costs.

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

In addition, we currently do not expect to recoup any equipment deployment costs in 2026.

However, we do expect to recoup some 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 2026 and approximately $30.0 million to $40.0 million annually throughout the remainder of the Amended Term (as defined below) of the MTA Agreement.

These equipment deployment costs primarily encompass maintenance costs (including equipment replacement costs) for existing MTA display locations.

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

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

Any guaranteed minimum annual payment amounts that would have been paid for the period from April 1, 2020 through December 31, 2020 (less any revenue share amounts actually paid during this period using an increased revenue share percentage of 65%) will instead be added in equal increments to the guaranteed minimum annual payment amounts owed for the period from January 1, 2022, through December 31, 2026.

The MTA Agreement also provides that if prior to April 1, 2028 the balance of unrecovered costs of deploying advertising and communications screens throughout the transit system is equal to or less than zero, then in any year following the year in which such recoupment occurs (the “Recoupment Year”), the MTA is entitled to receive an additional payment equal to 2.5% of the annual base revenue amount for such year calculated in accordance with the MTA Agreement, provided that gross revenues in such year (i) were at least equal to the gross revenues generated in the Recoupment Year, and (ii) did not decline by more than 5% from the prior year.

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We have the option to extend the Amended Term for an additional five-year period at the end of the Amended Term, subject to satisfying certain quantitative and qualitative conditions.

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

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

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

As of December 31, 2024, we have issued surety bonds in favor of the MTA totaling approximately $136.0 million, which amount is subject to

change as equipment installations are completed and revenues are generated.

As indicated in the table below, we incurred $29.3 million related to MTA equipment deployment costs in 2024 (which includes equipment deployment costs related to future deployments), for a total of $608.9 million to date, of which $33.9 million had been recouped from incremental revenues to date.

As of December 31, 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 $20.1 million related to MTA equipment deployment costs in 2025 for a total of $629.0 million to date, of which $33.9 million had been recouped from incremental revenues to date.

As of December 31, 2025, we had Intangible assets related to franchise agreements balance related to the MTA Agreement of $27.4 million.

As of December 31, 2025, 27,354 digital displays had been installed, composed of 5,023 digital advertising screens on subway and train platforms and entrances, 15,904 smaller-format digital advertising screens on rolling stock and 6,427 MTA communications displays.

In the fourth quarter of 2024, 900 installations occurred, for a total of 6,548 installations occurring in 2024.

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

Our analysis performed as of September 30, 2024, and December 31, 2024, resulted in positive aggregate cash flows in excess of the carrying value of our MTA asset group.

As such, no impairment charges were recorded during each of the three months ended September 30, 2024, and December 31, 2024.

In the fourth quarter of 2025, 13 installations

occurred, for a total of 1,109 installations occurring in 2025.

We substantially completed our initial deployment in 2024, with the remaining deployment required under the MTA Agreement subject to satisfaction of various conditions and work to be performed by the MTA.

We are currently only performing maintenance operations, and replacing damaged and broken displays.

No impairment charges were recorded during 2025.

(See the “Critical Accounting Policies” section of this MD&A and Item 8., Note 4.

Long-lived Assets to the Consolidated Financial Statements.) We currently expect positive aggregate cash flows on an undiscounted basis through to the end of the Amended Term of the MTA Agreement.

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

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

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

Year Ended December 31, 2024:

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

Intangible assets (franchise agreements) — 29.3 — (18.5) — 10.8

Total $ 1.1 $ 29.3 $ — $ (18.5) $ — $ 11.9

Year Ended December 31, 2023:

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

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

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

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

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

On February 25, 2026, we announced that our board of directors approved a quarterly cash dividend of $0.30 per share on our common stock, payable on March 31, 2026, to stockholders of record at the close of business on March 6, 2026.

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Long-term debt:

Term loan, due 2026

$ 399.5 $ 598.9

Term loan $ 499.3 $ 399.5

Senior secured notes:

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Total $ 3,126.9 $ 141.7 $ 860.7 $ 1,134.8 $ 989.7

The interest rate on the term loan due in 2026 (the “Term Loan”) was 6.1% per annum as of December 31, 2024.

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 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 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 5.7% per annum as of December 31, 2025.

As of December 31, 2025, a discount of $0.7 million on the Term Loan remains unamortized.

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

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

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 December 31, 2025, there were no outstanding borrowings under the Revolving Credit Facility.

The commitment fee based on the amount of unused commitments under the Revolving Credit Facility was $2.0 million in 2024, $1.7 million in 2023 and $1.6 million in 2022.

The commitment fee based on the amount of unused commitments under the Revolving Credit Facility was $1.9 million in 2025 and $2.0 million in 2024.

As of December 31, 2025, we had issued letters of credit totaling approximately $5.1 million against the letter of credit facility sublimit under the Revolving Credit Facility.

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

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

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

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

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 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”).

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”).

The SPVs may transfer undivided interests in their respective accounts receivable assets to certain purchasers from time to time (the “Purchasers”).

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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 December 31, 2024, there were $10.0 million of outstanding borrowings under the AR Facility, at a borrowing rate of 5.9%.

As of December 31, 2025, there were no outstanding borrowings under the AR Facility.

As of December 31, 2025, borrowing capacity remaining under the AR Facility was $150.0 million based on approximately $412.6 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 $0.3 million in 2024, $0.2 million in 2023 and $0.3 million in 2022.

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

The commitment fee based on the amount of unused commitments under the AR Facility was $0.3 million in 2025 and $0.3 million in 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 December 31, 2024, our Consolidated Total Leverage Ratio was 4.8 to 1.0, as adjusted to give pro forma effect to the Transaction, in accordance with the Credit Agreement.

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

As of December 31, 2024, our Consolidated Net Secured Leverage Ratio was 1.5 to 1.0, as adjusted to give pro forma effect to the Transaction, in accordance with the Credit Agreement.

As of December 31, 2025, our Consolidated Total Leverage Ratio was 4.7 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 December 31, 2025, our Consolidated Net Secured Leverage Ratio was 1.5 to 1.0 in accordance with the Credit Agreement.

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

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

Series A Preferred Stock Issuance

On April 20, 2020, we issued 400,000 shares of our Series A Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”), par value $0.01 per share.

The Series A Preferred Stock ranks senior to the shares of the Company’s common stock with respect to dividend and distribution rights.

Holders of the Series A Preferred Stock are entitled to a cumulative dividend accruing at the initial rate of 7.0% per year, payable quarterly in arrears, subject to increases as set forth in the Articles Supplementary, effective as of April 20, 2020 (the “Articles”).

Dividends may, at the option of the Company, be paid in cash, in-kind, through the issuance of additional shares of Series A Preferred Stock or a combination of cash and in-kind, until April 20, 2028, after which time dividends will be payable solely in cash.

So long as any shares of Series A Preferred Stock remain outstanding, the Company may not, without the consent of a specified percentage of holders of shares of Series A Preferred Stock, declare a dividend on, or make any distributions relating to, capital stock that ranks junior to, or on a parity basis with, the Series A Preferred Stock, subject to certain exceptions, including but not limited to (i) any dividend or distribution in cash or capital stock of the Company on or in respect of the capital stock of the Company to the extent that such dividend or distribution is necessary to maintain the Company’s status as a REIT;

and (ii) any dividend or distribution in cash in respect of our common stock that, together with the dividends or distributions during the 12-month period immediately preceding such dividend or distribution, is not in excess of 5% of the aggregate dividends or distributions paid by the Company necessary to maintain its REIT status during such 12-month period.

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.

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.

Special Dividend and Reverse Stock Split

We issued 4,074,770 shares of common stock on December 31, 2024, to our common stockholders to pay the common stock portion of the Company’s special dividend of $0.75 per share on our common stock payable on December 31, 2024 (the “Special Dividend”).

To offset the dilutive impact of the Special Dividend, on January 8, 2025, we announced a 1-for-1.024549 reverse stock split on our common stock, such that every common stockholder would receive one share of common stock for every 1.024549 shares

of common stock held by such common stockholder outstanding as of January 17, 2025 (the “Reverse Stock Split”).

The Reverse Stock Split took effect on January 17, 2025.

As a result of the Reverse Stock Split, the number of outstanding shares of Common Stock as of January 17, 2025, was reduced from 170,061,181 to 165,986,229, which is substantially similar to the outstanding shares of common stock prior to the Special Dividend.

The Company’s authorized shares of common stock and par value of each share of common stock remained unchanged.

Reverse Stock Split

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

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

The following table sets forth our cash flows in 2025 and 2024.

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Effect of exchange rate changes on cash and cash equivalents — (0.4) *

Net increase (decrease) to cash, cash equivalents and restricted cash $ 10.9 $ (4.4) *

Net increase to cash, cash equivalents and restricted cash $ 53.0 $ 10.9 *

* Calculation is not meaningful.

Cash provided by operating activities increased $45.0 million in 2024 compared to 2023, due primarily to decrease in prepaid MTA equipment deployment costs, the timing of receivables and a smaller use of cash related to accounts payable and accrued expenses, driven by lower incentive compensation payments made in 2024 related to prior year performance and higher net income, partially offset by the timing of receivables.

Cash provided by investing activities was $207.5 million in 2024 compared to Cash used for investing activities of $107.5 million in 2023, due primarily to an increase in proceeds from dispositions of $305.2 million, primarily related to the Transaction, as well as lower cash paid for acquisitions and capital expenditures.

Cash provided by operating activities increased $8.4 million, or 3%, in 2025 compared to 2024, primarily due to a higher net income, as adjusted for non-cash items, partially offset by the timing of receivables.

Cash used by investing activities was $113.7 million in 2025 compared to Cash provided by investing activities of $207.5 million in 2024, primarily due to MTA franchise rights in 2025 and cash received from the Transaction in 2024.

The following table presents our capital expenditures in 2025 and 2024.

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Growth $ 58.2 $ 56.4 3 %

21.7 30.2 (28)

Total capital expenditures $ 88.8 $ 78.1 14

Capital expenditures decreased $8.7 million, or 10%, in 2024 compared to 2023, primarily due to lower spending related to the renovation of certain office facilities and lower spending on software and technology, partially offset by increased growth in digital displays and increased maintenance spending for billboard display upgrades.

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

Capital expenditures increased $10.7 million, or 14%, in 2025 compared to 2024, primarily due to increased growth in digital displays, increased maintenance spending for billboard display upgrades and the renovation of certain office facilities, partially offset by the impact of the Transaction.

For the full year of 2026, we expect our capital expenditures to be approximately $90.0 million, which will be used primarily for new and replacement digital displays, safety-related projects, software and technology, the renovation of certain office facilities and maintenance.

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

Cash used for financing activities increased by $343.9 million in 2024 compared to 2023.

Cash used for financing activities decreased by $354.5 million, or 72%, in 2025 compared to 2024.

In 2025, we paid total cash dividends of $210.3 million on our common stock, the Series A Convertible Perpetual Preferred 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 2024, we prepaid $200.0 million on the outstanding balance of the Term Loan, made net repayments on the AR Facility of $55.0 million and paid total cash dividends of $208.4 million on our common stock, the Series A Preferred Stock and vested restricted share units granted to employees, and paid $23.9 million related to the exercise of a buy/sell arrangement by one of our joint venture partners resulting in our purchase of the outstanding noncontrolling interest in a consolidated subsidiary.

In 2023, we drew $35.0 million of net borrowings on the AR Facility, received net proceeds of $50.0 million related to the offering of the 7.375% Senior Secured Notes due 2031 and the redemption of the 6.250% Senior Unsecured Notes due 2025, and paid total cash dividends of $207.0 million on our common stock, the Series A Preferred Stock, and vested restricted share units granted to employees.

Cash paid for income taxes was $2.2 million in 2025 and $11.5 million in 2024.

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

The decrease was primarily due to income tax payments related to the Transaction in 2024.

Contractual Obligations

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Off-Balance Sheet Arrangements

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

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

(See Item 8., Note 19.

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In addition, we are entitled to generate revenue through the sale of advertising on transit advertising displays and incur transit franchise expenses, which are calculated based on contractually stipulated percentages of revenue generated under the contract, subject to a minimum guarantee.

Title of the various digital displays transfers to the MTA on installation, therefore the cost of deploying these screens throughout the transit system does not represent our property and equipment.

Title to the various digital displays transfers to the MTA on installation, therefore the cost of deploying these screens throughout the transit system does not represent our property and equipment.

The portion of recoupable MTA equipment deployment costs expected to be reimbursed from transit franchise fees that would otherwise be payable to the MTA are recorded as Prepaid MTA equipment deployment costs on the Consolidated Statement of Financial Position and charged to operating expenses as advertising revenue is generated.

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In 2023, it was determined that our MTA transit revenue recovery had stalled since our MTA transit revenue did not meet our revenue expectations, and as of June 30, 2023, our revenue pacing and outlook for the remainder of 2023 reflected a continued decline in MTA transit revenues as compared to our 2023 forecast due to the underperformance across the MTA transit system.

Accordingly, in the second quarter of 2023, we updated our revenue projections to reflect no growth in 2023 followed by 5% to 10% growth throughout the remainder of the Amended Term of the MTA Agreement.

As a result of the reduced revenue forecast and reduced time remaining on the Amended Term of the MTA Agreement, we did not expect to recoup any Prepaid MTA equipment deployment costs throughout the remainder of the Amended Term of the MTA Agreement.

Accordingly, in the second quarter of 2023, we updated our revenue projections, resulting in the expectation that we did not expect to recoup any Prepaid MTA equipment deployment costs throughout the remainder of the Amended Term of the MTA Agreement.

As a result, in the second quarter of 2023, we reclassified $385.0 million of Prepaid MTA equipment deployment costs to Intangible Assets.

We then reviewed our MTA long-lived asset group to determine if there was a triggering event for impairment, noting that we were then projecting negative aggregate undiscounted cash flows of approximately $50.0 million through the remainder of the Amended Term of the MTA Agreement.

We then reviewed our MTA long-lived asset group to determine if there was a triggering event for impairment, noting that we were then projecting negative aggregate undiscounted cash flows through the remainder of the Amended Term of the MTA Agreement.

Consequently, in the second quarter of 2023, we recorded an impairment charge of $443.1 million, representing all of our MTA long-lived asset group.

Since that time, all future deployment costs spending have and will continue to be recorded as Intangible assets rather than as Prepaid MTA equipment deployment costs until such time as we project to recoup spending from transit franchise fees that would otherwise be payable to the MTA, which we currently do not expect throughout the remainder of the Amended Term of the MTA Agreement.

Since that time, all future deployment costs spending has been recorded as Intangible assets rather than as Prepaid MTA equipment deployment costs .

We assess these equipment deployment costs for impairment each period based on the assumptions and estimates described in this section and/or other factors that may arise.

As a result of our expectation of negative aggregate undiscounted cash flows related to the MTA in 2023, we recorded additional impairment charges of $12.1 million in the third quarter of 2023 and $11.0 million in the fourth quarter of 2023, for a total impairment charge related to the MTA asset group of $466.2 million during the year ended December 31, 2023.

We performed quarterly impairment analyses on the MTA asset group during the three months ended March 31, 2024 and June 30, 2024, and recorded impairment charges of $9.1 million and $8.8 million, respectively, in those periods for a total of $17.9 million in the six months ended June 30, 2024.

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 $9.1 million in the first quarter of 2024 and $8.8 million in the second quarter of 2024, for a total of $17.9 million in the year ended December 31, 2024.

Our analysis performed as of September 30, 2024, and December 31, 2024, resulted in positive aggregate cash flows in excess of the carrying value of our MTA asset group.

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The total impairment charge recorded during the year ended December 31, 2024 was $17.9 million.

Our current assumption related to revenue continues to be annual growth between 5% and 10% throughout the remainder of the Amended Term of the MTA Agreement.

We performed a sensitivity analysis on our MTA transit revenue assumptions, noting that a change in our annual revenue growth rate of 1% between 2025 and 2030, holding all other assumptions constant except for variable sales compensation, would result in an approximately $50.0 million aggregate change in estimated cash flows.

MTA revenue performance in 2025 has exceeded our prior expectations.

As a result of the revenue performance and costs remaining in line with our prior expectations, we did not identify triggering events in 2025 related to the impairment of the MTA asset group and no quantitative tests were performed and no impairment charges were recorded.

We updated our MTA projections at year end due to the strong performance during 2025.

As a result of the increase in revenue driven by 2025 performance, we currently expect to recoup a portion of spending from transit franchise fees that would otherwise be payable to the MTA within the remainder of the Amended Term of the MTA Agreement.

As such, beginning in 2026, the portion of recoupable MTA equipment deployment costs expected to be reimbursed from transit franchise fees that would otherwise be payable to the MTA will be recorded as Prepaid MTA equipment deployment costs on the Consolidated Statement of Financial Position.

Our current assumption related to annual revenue growth is between 5% and 10% throughout the remainder of the Amended Term of the MTA Agreement.

We currently estimate we will spend between $30.0 million to $40.0 million annually on equipment deployment costs throughout the remainder of the Amended Term of the MTA Agreement.

We performed a sensitivity analysis on this assumption noting that a 10% change in our estimate of equipment deployment costs, holding all other assumptions constant, would result in an approximately $21.6 million aggregate change in estimated cash flows.

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

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

The assumptions and estimates included in our analysis require significant judgment about future events, market conditions and financial performance.

Actual results may differ from our assumptions.

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.

We test goodwill qualitatively and/or quantitatively at the reporting-unit level annually for impairment as of October 31 of each year and between annual tests if events occur or circumstances change that would more likely than not reduce the fair value below its carrying amount.

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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 the fair values of our asset groups, which could result in additional impairment charges in the future.

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

Our analysis performed as of September 30, 2024, and December 31, 2024, resulted in positive aggregate cash flows in excess of the carrying value of our MTA asset group.

As such, no impairment charges were recorded during the three months ended September 30, 2024 and December 31, 2024.

In 2023, we recorded impairment charges of $486.8 million, primarily representing $466.2 million of impairment charges related to our MTA asset group.

No impairment charges were recorded during 2025.

(See the “Critical Accounting Policies:

MTA Agreement” section of this MD&A.)

MTA Agreement” section of this MD&A.) We currently expect positive aggregate cash flows on an undiscounted basis through to the end of the Amended Term of the MTA Agreement.

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

Accounting Standards

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What changed 10-K

Item 7. Management’s Discussion and Analysis