What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-26 compared with 2025-02-28 · 237 added, 862 removed, 924 unchanged (54% of the section changed)

31 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition – US Billboard and US Transit

As described in Notes 2 and 12 to the consolidated financial statements, for the year ended December 31, 2024, the Company’s total revenue was $1,830.9 million, of which US Billboard and US Transit revenue were $1,409.3 million and $383.8 million, respectively.

Revenue Recognition – Billboard and Transit

As described in Notes 2 and 12 to the consolidated financial statements, for the year ended December 31, 2025, the Company’s total revenue was $1,831.7 million, of which Billboard and Transit revenue were $1,391.4 million and $431.2 million, respectively.

Billboard display revenues are derived from providing advertising space to customers on physical billboards or other outdoor structures.

2 unchanged sentences

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

The principal considerations for our determination that performing procedures relating to US Billboard and US Transit revenue recognition is a critical audit matter are a high degree of auditor effort in performing procedures and evaluating audit evidence related to contractual arrangements and delivery of customer advertising copy to displays.

The principal considerations for our determination that performing procedures relating to Billboard and Transit revenue recognition is a critical audit matter are a high degree of auditor effort in performing procedures and evaluating audit evidence related to contractual arrangements and delivery of customer advertising copy to displays.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over US billboard and US transit revenue recognized for displays.

These procedures also included, among others, (i) evaluating the appropriateness of the application of the Company’s accounting policies to US billboard and US transit revenue transactions;

These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over billboard and transit revenue recognized for displays.

These procedures also included, among others, (i) evaluating the appropriateness of the application of the Company’s accounting policies to billboard and transit revenue transactions;

(ii) testing a sample of revenue transactions by obtaining and inspecting contractual arrangements and evaluating the appropriateness of the revenue recognized based on the terms of each arrangement;

13 unchanged sentences

Other prepaid expenses 21.9 17.8

Assets held for sale (Note 13) — 34.6

Other current assets 11.1 11.8

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Operating lease assets (Note 5) 1,521.5 1,503.8

Assets held for sale (Note 13) — 214.3

Other assets 24.2 18.3

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Short-term operating lease liabilities (Note 5) 172.9 168.7

Liabilities held for sale (Note 13) — 24.1

Other current liabilities 29.4 19.6

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Operating lease liabilities (Note 5) 1,374.7 1,351.8

Liabilities held for sale (Note 13) — 90.9

Other liabilities 40.3 42.2

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Commitments and contingencies (Note 19)

Redeemable noncontrolling interests (Notes 9 and 20) 13.6 31.3

Preferred stock (2024 - 50.0 shares authorized, and 0.1 shares of Series A Preferred Stock issued and outstanding;

Redeemable noncontrolling interests (Note 9) 22.0 13.6

Preferred stock (2025 - 50.0 shares authorized, and no shares of Series A Preferred Stock issued and outstanding;

2024 - 50.0 shares authorized, and 0.1 shares of Series A Preferred Stock issued and outstanding) (Note 11)

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Selling, general and administrative 441.7 447.9 429.7

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

Restructuring charges 20.1 — —

Net gain on dispositions ( 2.3 ) ( 160.9 ) ( 14.2 )

Impairment charges — 17.9 534.7

5 unchanged sentences

Loss on extinguishment of debt ( 0.6 ) ( 1.2 ) ( 8.1 )

Other income (loss), net 1.0 0.3 ( 0.2 )

Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies 269.1 ( 419.4 ) 150.5

Other income, net — 1.0 0.3

Income (loss) before provision for income taxes and equity in earnings of investee companies 146.5 269.1 ( 419.4 )

Provision for income taxes ( 2.0 ) ( 11.0 ) ( 4.0 )

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Write off of net actuarial gain related to a disposition — ( 0.6 ) —

Change in fair value of interest rate swap agreements — — 0.4

Total other comprehensive income (loss), net of tax 0.2 5.7 3.3

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$ 27.2 0.1 $ 119.8 160.3 $ 1.6 $ 2,391.3 $ ( 1,188.6 ) $ ( 9.1 ) $ 1,195.2 $ 1.8

Net income 1.2 — — — — — 142.7 — 142.7 —

Other comprehensive loss — — — — — — — ( 4.7 ) ( 4.7 ) —

Net income (loss) 0.7 — — — — — ( 425.2 ) — ( 425.2 ) —

Other comprehensive income — — — — — — — 3.3 3.3 —

Stock-based payments:

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Shares paid for tax withholding for stock-based payments — — — ( 0.8 ) — ( 12.5 ) — — ( 12.5 ) —

Class A equity interest redemptions — — — 0.4 — 8.6 — — 8.6 ( 8.6 )

Series A Preferred Stock Conversions — ( 0.3 ) ( 266.8 ) 17.0 0.1 266.7 — — 266.8 —

Series A Preferred Stock dividends ( 7 %)

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31.3 0.1 119.8 161.1 1.7 2,402.5 ( 1,821.1 ) ( 5.8 ) 577.3 1.7

Net income (loss) 0.7 — — — — — ( 425.2 ) — ( 425.2 ) —

Net income 0.5 — — — — — 258.2 — 258.2 —

Other comprehensive income — — — — — — — 5.7 5.7 —

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Shares paid for tax withholding for stock-based payments — — — ( 0.6 ) — ( 7.8 ) — — ( 7.8 ) —

Purchase of non-controlling interest ( 24.6 ) — — — — 0.3 — — 0.3 —

Series A Preferred Stock dividends ( 7 %)

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$ 13.6 0.1 $ 119.8 166.0 $ 1.7 $ 2,493.6 $ ( 1,846.2 ) $ ( 0.1 ) $ 649.0 $ 1.6

Net income 0.5 — — — — — 258.2 — 258.2 —

Other comprehensive income — — — — — — — 5.7 5.7 —

Net income (loss) 0.1 — — — — — 147.0 — 147.0 ( 0.1 )

Other comprehensive loss — — — — — — — 0.2 0.2 —

Stock-based payments:

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Shares paid for tax withholding for stock-based payments — — ( 0.9 ) — ( 17.2 ) — — ( 17.2 ) —

Purchase of non-controlling interest ( 24.6 ) — — — — 0.3 — — 0.3 —

Series A Preferred Stock conversions — ( 0.1 ) ( 121.1 ) 7.9 0.1 121.0 — — 121.1 —

Series A Preferred Stock dividends ( 7 %)

17 unchanged sentences

Depreciation and amortization 160.2 151.5 160.5

Deferred tax (benefit) provision ( 1.2 ) ( 0.1 ) 4.7

Deferred tax benefit — ( 1.2 ) ( 0.1 )

Stock-based compensation 30.0 30.8 28.4

1 unchanged sentence

Accretion expense 2.8 2.9 3.1

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

Net gain on dispositions ( 2.3 ) ( 160.9 ) ( 14.2 )

Impairment charges — — 511.4

8 unchanged sentences

Increase (decrease) in accounts payable and accrued expenses 4.3 13.7 ( 9.2 )

Increase (decrease) in operating lease assets and liabilities 10.2 10.6 ( 15.4 )

Increase in operating lease assets and liabilities 8.3 10.2 10.6

Increase in deferred revenues 14.9 5.1 3.5

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MTA franchise rights ( 19.6 ) ( 12.0 ) 0.6

Proceeds from dispositions 317.6 12.4 1.3

Net proceeds from dispositions 6.3 317.6 12.4

Investment in investee companies — ( 1.2 ) —

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Accrued MTA franchise rights 2.5 1.9 3.0

Taxes withheld for stock-based compensation 2.6 — —

See accompanying notes to consolidated financial statements.

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OUTFRONT Media Inc.

(the “Company”) and its subsidiaries (collectively, “we,” “us” or “our”) 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.”).

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 across the U.S.

(the “Company”) and its subsidiaries (collectively, “we,” “us” or “our”) 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 moments and environments.

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.

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 through the date of sale.

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

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

(See Note 14.

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Actual results may differ materially from these estimates under different assumptions or conditions.

On January 17, 2025, the Company effected a Reverse Stock Split (as defined below) of the Company’s common stock (see Note 11.

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

Revision of Previously Issued Financial Information

In the third quarter of 2024, we identified an error related to the accounting for noncontrolling interests in our consolidated joint ventures, which include buy/sell clauses.

The error related to the appropriate classification of these noncontrolling interests as redeemable and recognition of these redeemable noncontrolling interests at the maximum redemption value for each period.

The Company assessed the materiality of the error on its previously issued financial statements in accordance with the SEC’s Staff Accounting Bulletin (“SAB”) No.

99 and SAB No.

108 and concluded that the amount was not material, individually or in the aggregate, to any of its previously issued financial statements, but would have been material to certain of our financial statements in the current period.

Accordingly, we have revised our previously issued financial information.

All relevant prior period amounts affected by these revisions have been corrected in the applicable Notes to the Consolidated Financial Statements, as appropriate.

Any prior periods not presented herein may be revised in future filings to the extent necessary.

(See Note 20.

Revised Consolidated Financial Information .)

As previously disclosed, for the three months ended March 31, 2023, the Company recorded an out-of-period adjustment relating to variable billboard property lease costs and accrued lease and franchise costs in 2022, resulting in a $ 5.2 million increase in operating expenses for the three months ended March 31, 2023.

The Company assessed the materiality of the amount reflected in this adjustment on its previously issued financial statements in accordance with the SEC’s SAB No.

99 and SAB No.

108 and concluded that the amount was not material, individually or in the aggregate, to any of its previously issued

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

financial statements.

In the third quarter of 2024, we voluntarily revised our previously issued financial information to reflect the out-of-period adjustment amount.

Prior periods not presented herein will be voluntarily revised, as applicable, in future filings.

(See Note 20.

Revised Consolidated Financial Information .)

The impact of the revisions have been reflected throughout the Consolidated Financial Statements, including the applicable Notes to the Consolidated Financial Statements, as appropriate.

Summary of Significant Accounting Policies

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The provision for doubtful accounts is estimated based on historical bad debt experience, the aging of accounts receivable, industry trends and economic indicators, recent payment history for specific customers and expected future trends.

New York Metropolitan Transportation Authority (the “MTA”) Agreement— Under our agreement with the MTA, as title of the various digital displays we are obligated to deploy transfers to the MTA on installation, the cost of deploying these screens throughout the transit system does not represent our property and equipment.

The portion of 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.

New York Metropolitan Transportation Authority (the “MTA”) Agreement— Under our agreement with the MTA, as title to the various digital displays we are obligated to deploy transfers to the MTA on installation, the cost of deploying these screens throughout the transit system does not represent our property and equipment.

The portion of deployment costs expected to be reimbursed from transit franchise fees that would otherwise be payable to the MTA are recorded as Prepaid MTA equipment

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

deployment costs on the Consolidated Statement of Financial Position and charged to operating expenses as advertising revenue is generated.

The short-term portion of Prepaid MTA equipment deployment costs represents the costs that we expect to recover from the MTA in the next twelve months.

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Construction in progress includes all costs capitalized related to projects, primarily related to in-process digital conversion and development, which have yet to be placed in service.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Business Combinations and Asset Acquisitions —We routinely acquire out-of-home advertising assets, including advertising structures, permits and leasehold agreements.

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Goodwill is not amortized but is tested 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.

A qualitative test assesses macroeconomic conditions, industry and market conditions, cost factors, overall financial performance and other relevant entity specific events, as well as events affecting a reporting unit.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

qualitative test assesses macroeconomic conditions, industry and market conditions, cost factors, overall financial performance and other relevant entity specific events, as well as events affecting a reporting unit.

If after the qualitative assessment, we determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we perform a quantitative assessment.

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We do not separate lease and non-lease components from contracts.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Many of our leases include one or more options to renew, with renewal terms that can extend the lease term for varying lengths of time.

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Hedging Activities —We have utilized interest rate cash flow swap agreements in the past to effectively convert a portion of our variable rate debt to a fixed rate and may do so again in the future.

The interest rate swaps were designated and qualified as cash flow hedges and, as a result, changes in the fair value of the swaps were recorded in Other comprehensive income (loss) before taxes on the Consolidated Statements of Comprehensive Income.

The interest rate swaps were designated and qualified as cash

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

flow hedges and, as a result, changes in the fair value of the swaps were recorded in Other comprehensive income (loss) before taxes on the Consolidated Statements of Comprehensive Income.

Redeemable Noncontrolling Interests —Independent noncontrolling stockholders in certain consolidated subsidiaries of the Company have buy/sell arrangements under their respective joint venture operating agreements that allow them to sell their equity interests to the Company upon the satisfaction of certain conditions, principally the passage of time.

10 unchanged sentences

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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

12 unchanged sentences

For space provided to advertisers through the use of an advertising agency whose commission is calculated based on a stated percentage of gross advertising spending, our Revenues are reported net of agency commissions.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Concentration of Credit Risk— In the opinion of management, credit risk is limited due to the large number of customers and advertising agencies utilized.

12 unchanged sentences

Foreign currency transaction gains and losses are included in Other income (loss), net, on the Consolidated Statements of Operations.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Income Taxes —As a REIT, we generally will not be subject to federal, state and local income tax on our REIT taxable income that we distribute to our stockholders.

11 unchanged sentences

Accretion of the liability is recognized in selling, general and administrative expenses and the capitalized cost is depreciated over the expected useful life of the related asset.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Stock-based Compensation —We measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award.

1 unchanged sentence

Adoption of New Accounting Standards

In the fourth quarter of 2024, we adopted the FASB’s guidance to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

In the fourth quarter of 2025, we retrospectively adopted the FASB’s guidance to enhance the transparency and decision usefulness of income tax disclosures primarily related to rate reconciliation and income taxes paid information.

(See Note 17.

Segment Information .)

Income Taxes to the Consolidated Financial Statements.)

Recent Pronouncements

In December 2025, the FASB issued amendments to improve the guidance for interim reporting.

The amendments clarify a list of disclosures that are required by U.S.

GAAP and requires entities to disclose events since the end of the last annual reporting period that have a material effect on the entity.

The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

We do not expect the amendments to have a significant impact on our interim financial reporting.

In September 2025, the FASB issued amendments to guidance related to accounting for internal-use software.

An entity is required to start capitalizing software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended.

The amendments are effective for annual reporting periods beginning after December 15, 2027, and interim periods within those fiscal years.

Early adoption is permitted.

We do not expect the amendments to have an impact on our consolidated financial statements.

In July 2025, the FASB issued guidance in developing reasonable and supportable forecasts as part of estimating expected credit losses.

All entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

The guidance is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years.

Early adoption is permitted.

We do not expect this guidance to have an impact on our consolidated financial statements.

In November 2024 and January 2025, the FASB issued guidance to improve disclosure of expenses by providing more detailed information about specific expense categories included in commonly presented financial statement expense captions in the notes to the financial statements.

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This guidance does not change or remove current expense disclosure requirements and will not have any impact on our consolidated financial statements.

In December 2023, the FASB issued guidance to enhance the transparency and decision usefulness of income tax disclosures primarily related to rate reconciliation and income taxes paid information.

The guidance is effective for annual periods beginning after December 15, 2024.

Early adoption is permitted.

Retrospective application is permitted.

We are currently evaluating the impact of this guidance on our consolidated financial statements.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

We are evaluating the impact to our Notes to the Consolidated Financial Statements.

Property and Equipment, Net

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Depreciation expense was $ 90.6 million in 2025, $ 79.5 million in 2024 and $ 79.3 million in 2023.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Long-Lived Assets

For the years ended December 31, 2024 and 2023, the changes in the book value of goodwill by segment were as follows:

(in millions) Billboard Transit Other Total

As of December 31, 2022 $ 2,006.4 $ 47.6 $ 22.4 $ 2,076.4

Dispositions (a)

— — ( 22.9 ) ( 22.9 )

Currency translation adjustments — — 0.5 0.5

Impairment — ( 47.6 ) — ( 47.6 )

As of December 31, 2023 2,006.4 — — 2,006.4

As of December 31, 2024 $ 2,006.4 $ — $ — $ 2,006.4

(a) In 2023, in connection with the Transaction, Goodwill in Other was reclassified as Assets held for sale on the Consolidated Statement of Financial Position.

(See Note 13.

Acquisitions and Dispositions :

Dispositions :

Canadian Business .)

As a result of an impairment analysis performed during the second quarter of 2023, we determined that the carrying value of our historical Transit reporting unit exceeded its fair value and we recorded an impairment charge of $ 47.6 million in the Consolidated Statements of Operations.

Goodwill was $ 2,006.4 million in each of 2025 and 2024 and was related to our Billboard segment.

There were no changes in the book value of goodwill for each of the years ended December 31, 2025 and 2024.

In the fourth quarter of 2025, we performed a qualitative assessment of our Billboard reporting unit for possible goodwill impairment and no additional goodwill impairment was identified.

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Identifiable intangible assets are amortized on a straight-line basis over their estimated useful life, which is the respective life of the agreement that in some cases includes historical experience of renewals.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Our identifiable intangible assets consist of the following:

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(a) We reclassified all Prepaid MTA equipment deployment costs (see Note 19.

Commitments and Contingencies ) and recorded impairments in the second, third and fourth quarters of 2023, as well as the first and second quarters of 2024, due to the long-term outlook of our Transit reporting unit.

Commitments and Contingencies ) and recorded impairments in the first and second quarters of 2024, due to the long-term outlook of our Transit reporting unit.

In 2025, we acquired 16 displays, resulting in amortizable intangible assets for permits and leasehold agreements, and other intangible assets of $ 10.7 million, which are amortized using the straight-line method over their estimated useful lives, an average period of 18.7 years.

1 unchanged sentence

Amortization expense was $ 69.6 million in 2025, $ 72.0 million in 2024 and $ 81.2 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 $ 486.8 million, primarily representing $ 466.2 million of impairment charges related to our MTA asset group.

As a result of negative aggregate undiscounted cash flow forecasts related to our New York Metropolitan Transportation Authority (the “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.

No impairment charges were recorded during 2025.

We expect our aggregate annual amortization expense for intangible assets for each of the years 2026 through 2030, to be as follows:

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Notes to Consolidated Financial Statements (Continued)

expenses related to the Billboard Agreement were $ 11.5 million in each of 2024 and 2023 and recorded in Operating expenses on the Consolidated Statement of Operations.

expenses related to the Billboard Agreement were $ 12.0 million in 2025 and $ 11.5 million in 2024 and recorded in Operating expenses on the Consolidated Statement of Operations.

Joint Ventures

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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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Long-term debt $ — $ 650.0 $ — $ 500.0 $ 500.0 $ 950.0 $ 2,600.0

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

As of December 31, 2024, a discount of $ 0.5 million on the Term Loan remains unamortized.

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

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

In 2024, we recorded a Loss on extinguishment of debt of $ 1.2 million on the

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,

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Consolidated Statement of Operations, relating to the write-off of deferred financing costs and a portion of the discount on the Term Loan.

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.

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.

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

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

As of 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, 2024, borrowing capacity remaining under the AR Facility was $ 140.0 million based on approximately $ 345.3 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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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 2025, $ 0.3 million in 2024 and $ 0.2 million in 2023.

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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Fair Value .)

In the third quarter of 2024, as a result of the exercise of a buy/sell arrangement by one of our joint venture partners, we purchased the outstanding noncontrolling interest in a consolidated subsidiary for cash and non-cash consideration totaling $ 24.6 million.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Accumulated Other Comprehensive Loss

The following table presents the changes in the components of accumulated other comprehensive loss.

Accumulated Other Comprehensive Income

The following table presents the changes in the components of accumulated other comprehensive income.

(in millions) Cumulative

Adjustments Net

(Loss) Loss on Interest Rate Cash Flow Swaps Accumulated

Comprehensive Loss

As of December 31, 2021 $ ( 1.3 ) $ ( 2.7 ) $ ( 0.4 ) $ ( 4.4 )

Other comprehensive income (loss) before reclassifications ( 7.9 ) 2.8 0.4 ( 4.7 )

Total other comprehensive income (loss), net of tax ( 7.9 ) 2.8 0.4 ( 4.7 )

(Loss) Accumulated

Comprehensive Income (Loss)

As of December 31, 2022 $ ( 9.2 ) $ 0.1 $ ( 9.1 )

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Reclassification of accumulated comprehensive income (loss) related to a disposition 6.1 ( 0.6 ) 5.5

Amortization of actuarial losses reclassified to net income (a)

Amortization of actuarial losses reclassified to net income — 0.2 0.2

Total other comprehensive income (loss), net of tax 6.1 ( 0.4 ) 5.7

As of December 31, 2024 — ( 0.1 ) ( 0.1 )

(a) See Note 15.

Retirement Benefits to the Consolidated Financial Statements for additional details of items reclassified from accumulated other comprehensive loss to net income.

Net actuarial gain (loss) included in other comprehensive income (loss) is net of a tax provision of $ 1.0 million in 2022.

Other comprehensive income before reclassifications — 0.2 0.2

Total other comprehensive income net of tax — 0.2 0.2

As of December 31, 2025 $ — $ 0.1 $ 0.1

There was no tax provision or benefit related to net actuarial gain (loss) included in other comprehensive income in 2025, 2024 and 2023.

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175,177,242 shares were issued and outstanding;

and 50,000,000 shares of our preferred stock, par value $ 0.01 per share, were authorized with 125,000 shares of our Series A Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”), par value $ 0.01 per share, issued and outstanding.

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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.

and 50,000,000 shares of our preferred stock, par value $ 0.01 per share, were authorized with no shares issued and outstanding.

On November 26, 2025, the remaining 125,000 shares outstanding of our Series A Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”), par value $ 0.01 per share, were converted to 7,903,431 shares of our common stock, in accordance with the terms of the Articles Supplementary, effective as of April 20, 2020.

During 2025, we paid cash dividends of $ 6.6 million on the Series A Preferred Stock.

As of December 31, 2024, the maximum number of shares of common stock that could be required to be issued on conversion of the outstanding shares of Series A Preferred Stock was approximately 7.8 million shares.

We have a sales agreement in connection with an “at-the-market” equity offering program (the “ATM Program”), under which we may, from time to time, issue and sell shares of our common stock up to an aggregate offering price of $ 300.0 million.

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

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.

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 included in these Consolidated Financial Statements have been retroactively adjusted as though the Reverse Stock Split has been effected prior to all periods presented.

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We do not disclose the value of unsatisfied performance obligations for contracts with an original expected term of one year or less, which primarily represent the transaction price allocated to the remaining display period for unsatisfied transit franchise contracts.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

The following table summarizes revenues by source:

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Total revenues $ 1,831.7 $ 1,830.9 $ 1,820.6

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Rental income was $ 1,287.3 million in 2025, $ 1,336.9 million in 2024 and $ 1,349.3 million in 2023, and is recorded in Revenues on the Consolidated Statement of Operations.

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We recognized substantially all of the Deferred revenues on the Consolidated Statement of Financial Position as of December 31, 2024, during the three months ended March 31, 2025.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Restructuring Charges

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 $ 17.9 million of severance payments, employee benefits and related costs (including approximately $ 2.2 million in non-cash charges for stock-based compensation), and $ 2.2 million of 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, 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, as follows:

(in millions) Total Restructuring Reserve Severance, Employee Benefits, and Related Costs Professional Fees

As of December 31, 2024 $ — $ — $ —

Charged to expense 20.1 17.9 2.2

Non-cash charges for stock-based compensation ( 2.2 ) ( 2.2 ) —

Liabilities settled ( 11.3 ) ( 9.1 ) ( 2.2 )

As of December 31, 2025 $ 6.6 $ 6.6 $ —

Acquisitions and Dispositions

We completed several asset acquisitions for a total purchase price of approximately $ 13.1 million in 2025, $ 19.5 million in 2024 and $ 33.7 million in 2023.

The value of the assets acquired during 2024 and 2023 has primarily been allocated to the related permits and leasehold agreements intangible assets (see Note 4.

The value of the assets acquired has primarily been allocated to the related permits and leasehold agreements intangible assets (see Note 4.

Long-lived Assets :

Intangible Assets ).

In the second quarter of 2022, we completed the acquisition of approximately 950 billboard displays, including 21 digital displays, as well as certain business assets, in Portland, Oregon, and Clark County, Washington, from Pacific Outdoor Advertising, L.L.C., for $ 185.0 million, subject to closing and post-closing adjustments, using cash on hand.

Canadian Business

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

In connection with the Transaction, the assets of our outdoor advertising business in Canada had been classified as Assets held for sale on the Consolidated Statement of Financial Position as of December 31, 2023.

It is required that we measure assets held for sale at the lower of their carrying value (including unrecognized foreign currency translation adjustment losses) or fair value less cost to sell.

The components of Assets held for sale and Liabilities held for sale , which were written off upon completion of the Transaction, were as follows:

(in millions) As of

June 7, 2024 As of

December 31, 2023

Current assets:

Receivables, less allowances $ 22.9 $ 26.7

Other current assets 9.3 7.9

Current assets held for sale 32.2 34.6

Property and equipment, net 44.7 39.9

Goodwill 22.2 22.9

Intangible assets 51.3 53.0

Operating lease assets 84.7 85.9

Other assets 11.9 12.6

Total assets held for sale $ 247.0 $ 248.9

Current liabilities held for sale 24.7 24.1

Deferred income tax liabilities, net 13.7 15.5

Asset retirement obligation 4.9 5.0

Operating lease liabilities 69.4 70.4

Total liabilities held for sale $ 112.7 $ 115.0

Los Angeles Office and Operations Center

In the fourth quarter of 2023, we sold three parcels of land and the related structures in Los Angeles, California, for a total sales price of $ 15.5 million.

This facility previously housed our Los Angeles sales office and operations center.

Our Los Angeles sales office has relocated to a new location, and we entered into a leaseback of the operational portion of the facility for a term of five years .

We have accounted for the transaction as a sale-leaseback, resulting in a gain of $ 12.4 million.

We have also recorded Operating lease assets and Operating lease liabilities of $ 2.5 million in connection with the lease on our Statements of Financial Position.

Stock-Based Compensation

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For PRSU awards, the number of shares an employee earns may range from 0 % to 120 % based on the outcome of a one-year performance condition.

Compensation expense is recorded based on the probable outcome of the performance condition.

On an annual basis, our board

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

of directors will review actual performance and certify the degree to which performance goals applicable to the award have been met.

Compensation expense is recorded based on the probable outcome of the performance condition.

On an annual basis, our board of directors will review actual performance and certify the degree to which performance goals applicable to the award have been met.

Forfeitures of RSUs are recorded as incurred.

Adjustments are made to compensation expense based on actual forfeitures.

In the first quarter of 2025, the Company updated its long-term equity incentive compensation program for the Company’s executive officers and certain other employees by adding a relative total shareholder return (“TSR”) financial measure and removing adjusted funds from operations as a financial measure for the allocation and calculation of PRSUs awards.

The Company modified the vesting schedule for the PRSU awards as well.

Accordingly, the Company’s annual long-term equity incentive compensation awards for these employees will be allocated as follows going forward:

(i) 60 % PRSUs, which contain market and service conditions, (1) with 60 % of the awards earned based on one-year Adjusted OIBDA (as defined below) performance, subject to ratable vesting over a three-year period following the grant date, and (2) 40 % earned based on the Company’s TSR relative to the TSRs of the companies in a custom peer group based on a three-year performance period from January 1, 2025 to December 31, 2027, subject to cliff vesting in full on the third anniversary of the award grant date;

and (ii) 40 % time-based restricted share units (“RSUs"), which only contain a service condition, subject to ratable vesting over a three-year period following the grant date.

The number of PRSUs eligible to vest will range from 0 % to 120 % or 0 % to 200 % of target based on the Company’s Adjusted OIBDA performance and the Company’s relative TSR performance, as applicable.

Monte Carlo method simulation has been used to estimate the grant date fair value of the PRSUs that have a market condition.

In addition, in the first quarter of 2025, the Company granted one-time grants of PRSUs to certain executive officers and other employees to, among other things, address the change in vesting periods of the PRSU awards, from PRSU awards that had one-year determination periods in 2024 to PRSU awards that had a combination of one-year and three-year determination periods in 2025.

The terms and conditions of these PRSU grants are substantially similar to those of the PRSU grants described above, except that the Company’s TSR relative to the TSRs of the companies in a custom peer group will be measured over a two-year performance period from January 1, 2025 to December 31, 2026, and these PRSU grants will cliff vest in full on the second anniversary of the award grant date.

Monte Carlo method simulation has been used to estimate the grant date fair value of these one-time PRSU grants.

On September 4, 2025 and September 24, 2025, the Company granted one-time PRSU awards to each of Nicolas Brien, the Company’s Chief Executive Officer, and Matthew Siegel, the Company’s Executive Vice President and Chief Financial Officer, in the amounts of $ 2,000,000 and $ 400,000 , respectively.

The PRSUs are tied to the Company’s common stock price performance over a three-year performance period.

If the performance conditions are satisfied, the PRSUs will cliff vest on the earlier of the third anniversary of the respective grant dates and the dates on which Mr.

Brien’s and/or Mr.

Siegel’s respective employment is terminated by the Company without “Cause” or by Mr.

Brien and/or Mr.

Siegel for “Good Reason” (as those terms are each defined in Mr.

Brien’s and Mr.

Siegel’s respective employment agreements).

The terms and conditions of the PRSUs are set forth in the OUTFRONT Media Inc.

Amended and Restated Omnibus Stock Incentive Plan and the related equity award terms and conditions.

In addition, on September 4, 2025, the Company granted a one-time RSU award to Mr.

Brien with a value of $ 1,000,000 .

The RSUs cliff vest on the earlier of the third anniversary of the grant date and the date on which Mr.

Brien’s employment is terminated by the Company without “Cause” or by him for “Good Reason” (as those terms are each defined in his employment agreement).

The following table summarizes our stock-based compensation expense for 2025, 2024 and 2023.

5 unchanged sentences

As of December 31, 2025, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $ 24.4 million, which is expected to be recognized over a weighted average period of 1.9 years.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

RSUs and PRSUs

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Retirement Benefits

During 2024, we sponsored two defined benefit pension plans covering specific groups of employees in Canada and the U.S.

On June 7, 2024, we completed the sale of the Canadian Business in the Transaction, which included the Outfront Media Canada LP pension plan (the “Plan”).

Prior to the Transaction, the benefits for the pension plan in Canada were based primarily on an employee’s years of service and an average of the employee’s highest five years of earnings.

Participating employees in the pension plan in Canada were vested after two years of service or immediately, depending on the province of their employment.

Prior to the Transaction, we funded the pension plan in Canada in accordance with the rules and regulations of the Pension Benefits Act of the Province of Ontario, Canada.

Canada pension plan assets consist principally of insurance contracts, equity securities and corporate and government-related fixed income securities, and global infrastructure.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Prior to the Transaction, we sponsored two defined benefit pension plans covering specific groups of employees in Canada and the U.S.

On June 7, 2024, we completed the sale of the Canadian Business in the Transaction, which included the Outfront Media Canada LP pension plan.

The pension plan in the U.S.

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is funded in accordance with requirements of the Employee Retirement Income Security Act of 1974, as amended.

The benefit obligation, fair value of plan assets, net periodic pension costs and activity within these balances as of and for the year ended December 31, 2024, related to the pension plan in the U.S.

The benefit obligation, fair value of plan assets, net periodic pension costs and activity within these balances as of and for the years ended December 31, 2025 and 2024, related to the pension plan in the U.S.

and activity for the Canada pension plan prior to the Transaction, are immaterial.

The tables below represent the balances and activity related to both the Canadian and U.S.

pension plans for prior periods.

The tables below represents the activity related to both the Canadian and U.S.

pension plans for 2023.

We use a December 31 measurement date for all pension plans.

The following table sets forth the change in benefit obligation for our pension plans.

As of December 31,

(in millions) 2023 2022

(in millions) As of

December 31, 2023

Benefit obligation, beginning of year $ 47.0

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Benefit obligation, end of year $ 27.2

The following table sets forth the change in plan assets for our pension plans.

(in millions) 2023

Fair value of plan assets, beginning of year $ 55.5

Actual return on plan assets 2.9

Settlements paid ( 20.2 )

Benefits paid ( 2.0 )

Cumulative translation adjustments 0.9

Fair value of plan assets, end of year $ 37.1

The unfunded status of pension benefit obligations and the related amounts recognized on the Consolidated Statement of Financial Position were as follows:

(in millions) 2023

Funded status, end of year $ 9.9

Amounts recognized on the Consolidated Statement of Financial Position:

Assets held for sale 10.4

Other liabilities ( 0.5 )

Net amounts recognized 9.9

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

The following amounts were recognized in accumulated other comprehensive loss on the Consolidated Statement of Financial Position.

(in millions) 2023

Net actuarial gain $ 0.4

Deferred income taxes ( 0.1 )

Net amount recognized in accumulated other comprehensive income $ 0.3

The accumulated benefit obligation for the defined benefit pension plans was $ 25.1 million as of December 31, 2023.

The following table presents our benefit obligations and fair value of plan assets.

(in millions) 2023

Projected benefit obligation $ 27.2

Accumulated benefit obligation 25.1

Fair value of plan assets 37.1

The following tables present the components of net periodic pension cost and amounts recognized in other comprehensive income (loss).

As of December 31,

(in millions) 2023 2022

(in millions) As of

December 31, 2023

Interest cost $ 2.1

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Net periodic pension cost $ ( 1.0 )

As of and for the Year Ended December 31,

Weighted average assumptions used to determine benefit obligations:

Discount rate 4.8 %

Rate of compensation increase 3.3

Weighted average assumptions used to determine net periodic cost:

Discount rate 5.0

Expected long-term return on plan assets 4.2

Rate of compensation increase 3.3

For the pension plan, the discount rate is determined based on the yield on portfolios of high quality bonds, constructed to provide cash flows necessary to meet the expected future benefit payments, as determined for the projected benefit obligation.

The expected return on plan assets assumption was derived using the current and expected asset allocation of the pension plan assets and considering historical as well as expected returns on various classes of plan assets.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Our plan assets are included in a trust in the U.S.

The asset allocations of these trusts are based upon an analysis of the timing and amount of projected benefit payments, projected company contributions, the expected returns and risk of the asset classes and the correlation of those returns.

The following tables set forth our pension plan assets measured at fair value on a recurring basis as of December 31, 2023.

These assets have been categorized according to the three-level fair value hierarchy established by the FASB which prioritizes the inputs used in measuring fair value.

Level 1 is based on quoted prices for the asset in active markets.

Level 2 is based on inputs that are observable other than quoted market prices in active markets, such as quoted prices for the asset in inactive markets or quoted prices for similar assets.

Level 3 is based on unobservable inputs that market participants would use in pricing the asset.

As of December 31, 2023

(in millions) Level 1 Level 2 Level 3 Total

Cash and cash equivalents $ 0.1 $ — $ — $ 0.1

Fixed income securities:

Corporate bonds (a)

Equity securities :

equity 0.8 — — 0.8

International equity 0.3 — — 0.3

Total assets in fair value hierarchy $ 1.8 $ — $ — $ 1.8

Common collective funds measured at net asset value 35.3

Total assets $ 37.1

(a) Securities of diverse industries, substantially all investment grade.

Significant changes in Level 3 plan assets are as follows:

Year Ended December 31,

(in millions) 2023

Insurance contracts:

Beginning of year $ 22.0

Settlement (a)

End of year $ —

(a) In the fourth quarter of 2023, insurance contracts that were part of the assets of the Plan were converted into buy-out annuities with third-party insurance companies.

Former employees now collect their benefit from the third-party insurance companies and the Plan no longer has liability associated with those former employees.

Money market investments are carried at amortized cost which approximates fair value due to the short-term maturity of these investments.

Investments in equity securities are reported at fair value based on quoted market prices on national security exchanges.

The fair value of investments in common collective funds are determined using the Net Asset Value (“NAV”) provided by the administrator of the fund.

The NAV is determined by each fund’s trustee based upon the fair value of the underlying assets owned by the fund, less liabilities, divided by the number of outstanding units.

The fair value of government related securities and corporate bonds is determined based on quoted market prices on national security exchanges, when available, or using valuation models which incorporate certain other observable inputs including recent trading activity for comparable securities and broker-quoted prices.

Estimated future benefit payments for pension plans and expected contributions to our defined benefit pension plan in the U.S.

are estimated to be immaterial.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Multi-Employer Pension and Postretirement Benefit Plans

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As such, we have provided for their federal, state and foreign income taxes.

Cash paid for income taxes was $ 11.5 million in 2024, $ 6.7 million in 2023 and $ 3.3 million in 2022.

and foreign components of Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies were as follows:

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Cash paid for income taxes, net of refunds received, was as follows:

Year Ended December 31,

(in millions) 2025 2024 2023

Federal $ 0.3 $ ( 0.9 ) $ —

State and local (a)

Canada 0.1 1.6 5.4

Withholding taxes 0.5 10.0 —

Cash paid for income taxes, net of refunds received $ 2.2 $ 11.5 $ 6.7

(a) State and local taxes by jurisdiction:

Texas $ 0.7 $ 0.6 $ 0.6

Oregon 0.2 0.1 0.1

New York 0.1 — 0.1

New Hampshire 0.1 0.1 —

Massachusetts — 0.1 0.1

Tennessee — ( 0.2 ) 0.2

Other 0.2 0.1 0.2

Total state and local taxes by jurisdiction $ 1.3 $ 0.8 $ 1.3

and foreign components of Income (loss) before provision for income taxes and equity in earnings of investee companies were as follows:

Year Ended December 31,

(in millions) 2025 2024 2023

United States $ 146.5 $ 265.4 $ ( 431.2 )

Foreign — 3.7 11.8

Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies $ 269.1 $ ( 419.4 ) $ 150.5

Income (loss) before provision for income taxes and equity in earnings of investee companies $ 146.5 $ 269.1 $ ( 419.4 )

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

The following table reconciles Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies to REIT taxable income.

The following table reconciles Income (loss) before provision for income taxes and equity in earnings of investee companies to REIT taxable income.

Year Ended December 31,

(in millions) 2025 2024 2023

Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies $ 269.1 $ ( 419.4 ) $ 150.5

Net loss of TRSs 10.8 151.4 15.2

Income (loss) before provision for income taxes and equity in earnings of investee companies $ 146.5 $ 269.1 $ ( 419.4 )

Net income (loss) of TRSs ( 1.2 ) 10.8 151.4

Income (loss) from REIT operations 145.3 279.9 ( 268.0 )

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Provision for doubtful accounts 4.6 4.1 1.5

Interest — — ( 11.2 )

Impairment charges (a)

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Long-Lived Assets) .

The components of the Benefit (provision) for income taxes are as follows:

The components of the Provision for income taxes are as follows:

Year Ended December 31,

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( 2.0 ) ( 12.2 ) ( 4.1 )

Federal — — ( 5.0 )

State and local — — ( 1.7 )

Foreign — 1.2 0.1

1.2 0.1 ( 4.7 )

Provision for income taxes $ ( 2.0 ) $ ( 11.0 ) $ ( 4.0 )

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

OUTFRONT Media Inc.

1 unchanged sentence

The difference between income taxes expected at the U.S.

federal statutory income tax rate of 21 % and the Benefit (provision) for income taxes is summarized as follows:

federal statutory income tax rate of 21 % and the Provision for income taxes is summarized as follows:

Year Ended December 31,

(in millions) 2024 2023 2022

2025 2024 2023

(in millions, except percentages) Tax Amount Tax Rate Tax Amount Tax Rate Tax Amount Tax Rate

Benefit (provision) for income taxes on income at U.S.

statutory rate $ ( 30.8 ) 21.0 % $ ( 56.5 ) 21.0 % $ 89.2 21.0 %

REIT dividends paid deduction 58.8 24.2 35.9

State and local taxes, net of federal tax benefit ( 1.1 ) ( 1.0 ) ( 2.9 )

State and local taxes, net of federal tax benefit (a)

( 0.8 ) 0.5 ( 1.1 ) 0.4 ( 1.0 ) ( 0.2 )

Effect of foreign operations:

Impairment charges (a)

Statutory rate difference between Canada and the U.S.

— — 1.1 ( 0.4 ) 0.6 0.1

Other, net ( 2.5 ) ( 4.8 ) ( 9.2 )

Provincial taxes — — 0.3 ( 0.1 ) ( 1.1 ) ( 0.2 )

Withholding tax on proceeds of the sale of Canadian operations ( 0.5 ) 0.3 ( 10.0 ) 3.7 — —

Other ( 0.2 ) 0.1 ( 1.1 ) 0.4 ( 0.5 ) ( 0.1 )

Changes in valuation allowances 0.8 ( 0.5 ) ( 5.5 ) 2.0 ( 4.5 ) ( 1.2 )

Nontaxable or nondeductible items:

REIT dividends paid deduction 30.5 ( 20.7 ) 58.8 ( 21.8 ) 24.2 5.7

Impairment charges (b)

— — — — ( 110.6 ) ( 26.0 )

Other nondeductible items ( 0.9 ) 0.6 2.5 ( 1.0 ) ( 0.6 ) ( 0.1 )

Other adjustments, net ( 0.1 ) 0.1 0.5 ( 0.1 ) 0.3 0.1

Provision for income taxes $ ( 2.0 ) 1.4 % $ ( 11.0 ) 4.1 % $ ( 4.0 ) ( 0.9 ) %

(a) Primarily a permanent book/tax difference for impairment charges related to our Transit business (see Note 4.

(a) State and local taxes consist primarily of taxes in Texas and Oregon.

(b) Primarily a permanent book/tax difference for impairment charges related to our Transit business (see Note 4.

Long-Lived Assets) .

13 unchanged sentences

Postretirement and other employee benefits — —

Other — ( 0.2 )

Total deferred income tax liabilities — —

Deferred income tax liabilities, net $ — $ —

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

As of December 31, 2025, we had federal, state and local net operating loss carryforwards of $ 15.1 million.

These losses can be carried forward indefinitely for federal tax purposes but are subject to certain federal, state and local utilization limitations.

As of December 31, 2024, there are no undistributed earnings of foreign subsidiaries due to the sale of the Canadian Business in the Transaction.

As of December 31, 2025, there are no undistributed earnings of foreign subsidiaries due to the sale of the Canadian Business in the Transaction in 2024.

All undistributed earnings of foreign subsidiaries prior to the Transaction were distributed to our stockholders in 2024.

The reserve for uncertain tax positions of $ 0.4 million as of December 31, 2024, includes $ 0.2 million which would affect our effective income tax rate if recognized in future years.

The reserve for uncertain tax positions of $ 0.2 million as of December 31, 2025.

We recognize interest and penalty charges related to the reserve for uncertain tax positions as part of income tax expense.

3 unchanged sentences

Tax years 2022 to present are open for examination by the tax authorities.

We are currently under examination by New York State for the 2019 through 2021 tax years.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Earnings Per Share (“EPS”)

4 unchanged sentences

Distributions to holders of Series A Preferred Stock 7.9 8.8 8.8

Distributions to holders of Class A equity interests of a subsidiary — — 0.1

Net income (loss) available for common stockholders (b)

3 unchanged sentences

Dilutive potential shares issuable upon conversion of Series A Preferred Stock (d)

Weighted average shares for diluted EPS (c)(d)(e)

Weighted average shares for diluted EPS (c)(d)

169.2 170.8 161.0

4 unchanged sentences

The potential impact of granted RSUs and PRSUs for 2024 was immaterial.

(d) The potential impact of 7.8 million shares of our common stock issuable upon conversion of our Series A Preferred Stock in 2023 and 10.6 million shares of our common stock issuable upon conversion of our Series A Preferred Stock in 2022 was antidilutive.

(e) The potential impact of 0.1 million shares of Class A equity interests of a subsidiary of the Company that controlled the Canadian Business in 2022 was antidilutive.

(d) The potential impact of 7.8 million shares of our common stock issuable upon conversion of our Series A Preferred Stock in 2023 was antidilutive.

In November 2025, all outstanding shares of the Series A Preferred Stock were converted to shares of our common stock (see Note 11.

Commitments and Contingencies

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.

These arrangements result from our normal course of business and represent obligations that are payable over several years.

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Under most of these franchise agreements, the franchisor is entitled to receive the greater of a percentage of the relevant revenues, net of agency fees, or a specified guaranteed minimum annual payment.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

As of December 31, 2025, guaranteed minimum annual payments are as follows:

2 unchanged sentences

Total minimum payments $ 1,172.3

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”):

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

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 Note 4.

2 unchanged sentences

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.

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.

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 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.

2 unchanged sentences

During 2025, we had no recoupment from incremental revenues.

As of December 31, 2024, 26,245 digital displays had been installed, composed of 5,010 digital advertising screens on subway and train platforms and entrances, 15,224 smaller-format digital advertising screens on rolling stock and 6,011 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 as of 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 three months ended December 31, 2024.

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

(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

digital advertising screens on rolling stock and 6,427 MTA communications displays.

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.

During 2025, we incurred equipment deployment costs of $ 20.1 million, which were recorded as Intangible assets related to franchise agreements.

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

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 in 2024, representing additional MTA equipment deployment cost spending during the first six months of 2024.

No impairment charges were recorded during 2025.

Letters of Credit

11 unchanged sentences

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

The following tables set forth our financial performance by segment.

We present Operating income (loss) before Depreciation , Amortization , Net (gain) loss on dispositions, Stock-based compensation and Impairment charges (“Adjusted OIBDA”) as the primary measure of profit and loss for our operating segments.

We present Operating income (loss) before Depreciation , Amortization , Net gain on dispositions, Stock-based compensation, Restructuring charges and Impairment charges (“Adjusted OIBDA”) as the primary measure of profit and loss for our operating segments.

Adjusted OIBDA margin is a secondary measure utilized to measure performance of our operating segments.

1 unchanged sentence

We believe these measures highlight operational trends and provide an important perspective on operational performance across periods.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Year Ended December 31,

(in millions) 2024 2023 2022

(in millions, except percentages) 2025 2024 2023

Billboard revenues

48 unchanged sentences

Total Adjusted OIBDA 499.3 464.8 456.2

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

Restructuring charges (c)

Net gain on dispositions 2.3 160.9 14.2

Impairment charges — ( 17.9 ) ( 534.7 )

5 unchanged sentences

Loss on extinguishment of debt ( 0.6 ) ( 1.2 ) ( 8.1 )

Other income (loss), net 1.0 0.3 ( 0.2 )

Income (loss) before benefit (provision) for income taxes and equity in earnings of investee companies 269.1 ( 419.4 ) 150.5

Other income, net — 1.0 0.3

Income (loss) before provision for income taxes and equity in earnings of investee companies 146.5 269.1 ( 419.4 )

Provision for income taxes ( 2.0 ) ( 11.0 ) ( 4.0 )

19 unchanged sentences

(b) Selling, general and administrative expenses includes, but is not limited to, compensation and benefits, including commissions, professional fees, office rent and travel and entertainment.

(c) 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.

OUTFRONT Media Inc.

9 unchanged sentences

United States $ 4,798.8 $ 4,820.7 $ 4,962.6

— 214.3 195.8

Total long-lived assets $ 4,798.8 $ 4,820.7 $ 5,176.9

9 unchanged sentences

Canadian Business .)

Revised Consolidated Financial Information

In the third quarter of 2024, we identified an error related to the accounting for noncontrolling interests in our consolidated joint ventures, which include buy/sell clauses.

The Company assessed the materiality of the error on its previously issued financial statements in accordance with the SEC’s SAB No.

99 and SAB No.

Accordingly, we have revised our previously issued financial information.

All relevant prior period amounts affected by these revisions have been corrected in the applicable Notes to the Consolidated Financial Statements, as appropriate.

Any prior periods not presented herein may be revised in future filings to the extent necessary.

The Company assessed the materiality of the amount reflected in this adjustment on its previously issued financial statements in accordance with the SEC’s SAB No.

99 and SAB No.

108 and concluded that the amount was not material, individually or in the aggregate, to any of its previously issued financial statements.

In the third quarter of 2024, we voluntarily revised our previously issued financial information to reflect the out-of-period adjustment amount.

Prior periods not presented herein will be voluntarily revised, as applicable, in future filings.

There is no impact to net cash provided by operating activities, investing activities or financing activities in our Consolidated Statements of Cash Flows.

The following table presents the impact of correcting the error related to the classification of redeemable noncontrolling interests on the affected line items of our Consolidated Statement of Financial Position as of December 31, 2023.

As of December 31, 2023

(in millions) As Reported Adjustments As Revised

Redeemable noncontrolling interests — 31.3 31.3

Additional paid-in capital 2,432.2 ( 29.7 ) 2,402.5

Total stockholders’ equity 607.0 ( 29.7 ) 577.3

Noncontrolling interests 3.3 ( 1.6 ) 1.7

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

The following tables present the impact of correcting the errors related to the classification of redeemable noncontrolling interests and variable lease costs on the affected line items of our Consolidated Statements of Redeemable Noncontrolling Interests, Preferred Stock and Equity for the years ended December 31, 2023 and 2022.

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Distribution in Excess of Earnings Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2022 $ — $ 2,416.3 $ ( 1,183.4 ) $ 1,225.4 $ 4.0

Net income (loss) — — ( 430.4 ) ( 430.4 ) 0.7

Other comprehensive income — — — 3.3 —

Stock-based payments:

Vested — — — 0.1 —

Amortization — 28.4 — 28.4 —

Shares paid for tax withholding for stock-based payments — ( 12.5 ) — ( 12.5 ) —

Series A Preferred Stock dividends ( 7 %)

— — ( 8.8 ) ( 8.8 ) —

Dividends ($ 1.20 per share)

— — ( 198.5 ) ( 198.5 ) —

Other — — — — ( 1.4 )

Balance as of December 31, 2023 $ — $ 2,432.2 $ ( 1,821.1 ) $ 607.0 $ 3.3

Stockholders’ Equity

(in millions) Redeemable Non-controlling Interests Additional Paid-In Capital Distribution in Excess of Earnings Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2022 $ 27.2 $ ( 25.0 ) $ ( 5.2 ) $ ( 30.2 ) $ ( 2.2 )

Net income (loss) 0.7 — 5.2 5.2 ( 0.7 )

Adjustment to redeemable value of noncontrolling interests 4.7 ( 4.7 ) — ( 4.7 ) —

Other ( 1.3 ) — — — 1.3

Balance as of December 31, 2023 $ 31.3 $ ( 29.7 ) $ — $ ( 29.7 ) $ ( 1.6 )

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Distribution in Excess of Earnings Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2022 $ 27.2 $ 2,391.3 $ ( 1,188.6 ) $ 1,195.2 $ 1.8

Net income (loss) 0.7 — ( 425.2 ) ( 425.2 ) —

Other comprehensive income — — — 3.3 —

Stock-based payments:

Vested — — — 0.1 —

Amortization — 28.4 — 28.4 —

Shares paid for tax withholding for stock-based payments — ( 12.5 ) — ( 12.5 ) —

Series A Preferred Stock dividends ( 7 %)

— — ( 8.8 ) ( 8.8 ) —

Dividends ($ 1.20 per share)

— — ( 198.5 ) ( 198.5 ) —

Adjustment to redeemable value of noncontrolling interests 4.7 ( 4.7 ) — ( 4.7 ) —

Other ( 1.3 ) — — — ( 0.1 )

Balance as of December 31, 2023 $ 31.3 $ 2,402.5 $ ( 1,821.1 ) $ 577.3 $ 1.7

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Distribution in Excess of Earnings Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2021 $ — $ 2,119.0 $ ( 1,122.0 ) $ 994.1 $ 13.0

Net income — — 147.9 147.9 1.2

Other comprehensive loss — — — ( 4.7 ) —

Stock-based payments:

Amortization — 33.8 — 33.8 —

Shares paid for tax withholding for stock-based payments — ( 11.8 ) — ( 11.8 ) —

Class A equity interest redemptions — 8.6 — 8.6 ( 8.6 )

Series A Preferred Stock Conversions — 266.7 — 266.8

Series A Preferred Stock dividends ( 7 %)

— — ( 12.0 ) ( 12.0 ) —

Dividends ($ 1.20 per share)

— — ( 197.3 ) ( 197.3 ) —

Other — — — — ( 1.6 )

Balance as of December 31, 2022 $ — $ 2,416.3 $ ( 1,183.4 ) $ 1,225.4 $ 4.0

Stockholders’ Equity

(in millions) Redeemable Non-controlling Interests Additional Paid-In Capital Distribution in Excess of Earnings Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2021 $ 24.3 $ ( 21.8 ) $ — $ ( 21.8 ) $ ( 2.5 )

Net income (loss) 1.2 — ( 5.2 ) ( 5.2 ) ( 1.2 )

Adjustment to redeemable value of noncontrolling interests 3.2 ( 3.2 ) — ( 3.2 ) —

Other ( 1.5 ) — — — 1.5

Balance as of December 31, 2022 $ 27.2 $ ( 25.0 ) $ ( 5.2 ) $ ( 30.2 ) $ ( 2.2 )

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Distribution in Excess of Earnings Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2021 $ 24.3 $ 2,097.2 $ ( 1,122.0 ) $ 972.3 $ 10.5

Net income 1.2 — 142.7 142.7 —

Other comprehensive loss — — — ( 4.7 ) —

Stock-based payments:

Amortization — 33.8 — 33.8 —

Shares paid for tax withholding for stock-based payments — ( 11.8 ) — ( 11.8 ) —

Class A equity interest redemptions — 8.6 — 8.6 ( 8.6 )

Series A Preferred Stock Conversions — 266.7 — 266.8 —

Series A Preferred Stock dividends ( 7 %)

— — ( 12.0 ) ( 12.0 ) —

Dividends ($ 1.20 per share)

— — ( 197.3 ) ( 197.3 ) —

Adjustment to redeemable value of noncontrolling interests 3.2 ( 3.2 ) — ( 3.2 ) —

Other ( 1.5 ) — — — ( 0.1 )

Balance as of December 31, 2022 $ 27.2 $ 2,391.3 $ ( 1,188.6 ) $ 1,195.2 $ 1.8

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

The following tables present the impact of correcting the error related to variable lease costs on the affected line items of our Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023 and 2022, which are being revised on a voluntary basis to reflect the previously disclosed out-of-period adjustment.

Year Ended December 31, 2023

(in millions, except per share amounts) As Reported Adjustments As Revised

Operating $ 968.3 $ ( 5.2 ) $ 963.1

Total expenses 2,079.0 ( 5.2 ) 2,073.8

Operating loss ( 258.4 ) 5.2 ( 253.2 )

Loss before provision for income taxes and equity in earnings of investee companies ( 424.6 ) 5.2 ( 419.4 )

Net loss before allocation to redeemable and non-redeemable noncontrolling interests ( 429.7 ) 5.2 ( 424.5 )

Net loss attributable to OUTFRONT Media Inc.

( 430.4 ) $ 5.2 ( 425.2 )

Net loss per common share:

Basic $ ( 2.66 ) $ ( 0.04 ) $ ( 2.70 )

Diluted $ ( 2.66 ) $ ( 0.04 ) $ ( 2.70 )

Total comprehensive loss $ ( 427.1 ) $ 5.2 ( 421.9 )

Year Ended December 31, 2022

(in millions, except per share amounts) As Reported Adjustments As Revised

Operating $ 911.4 $ 5.2 $ 916.6

Total expenses 1,484.4 5.2 1,489.6

Operating income 287.7 ( 5.2 ) 282.5

Income before provision for income taxes and equity in earnings of investee companies 155.7 ( 5.2 ) 150.5

Net income before allocation to redeemable and non-redeemable noncontrolling interests 149.1 ( 5.2 ) 143.9

Net income attributable to OUTFRONT Media Inc.

147.9 ( 5.2 ) 142.7

Net income per common share:

Basic $ 0.84 $ ( 0.01 ) $ 0.83

Diluted $ 0.84 $ ( 0.01 ) $ 0.83

Total comprehensive income $ 143.2 $ ( 5.2 ) 138.0

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Quarterly Financial Data (Unaudited)

On January 17, 2025, the Company effected a Reverse Stock Split of the Company’s common stock (see Note 11.

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

(in millions, except per share amounts) First

Quarter Second

Quarter Third

Quarter Fourth

Quarter Total

Net income (loss) attributable to OUTFRONT Media Inc.

$ ( 27.2 ) $ 176.8 $ 34.6 $ 74.0 $ 258.2

Net income (loss) attributable to OUTFRONT Media Inc.

per common share:

Basic $ ( 0.18 ) $ 1.08 $ 0.20 $ 0.44 $ 1.54

Diluted $ ( 0.18 ) $ 1.04 $ 0.20 $ 0.43 $ 1.51

Weighted average shares outstanding:

Basic 161.4 161.9 162.0 162.1 161.9

Diluted 161.4 170.5 163.2 171.8 170.8

(in millions, except per share amounts) First

Quarter Third

Quarter Fourth

Quarter Total

Net income (loss) attributable to OUTFRONT Media Inc.

$ ( 23.7 ) $ ( 478.9 ) $ 17.0 $ 60.4 $ ( 425.2 )

Net income (loss) attributable to OUTFRONT Media Inc.

per common share:

Basic $ ( 0.16 ) $ ( 2.99 ) $ 0.09 $ 0.36 $ ( 2.70 )

Diluted $ ( 0.16 ) $ ( 2.99 ) $ 0.09 $ 0.36 $ ( 2.70 )

Weighted average shares outstanding:

Basic 160.6 161.0 161.0 161.1 161.0

Diluted 160.6 161.0 161.0 169.3 161.0

(a) Includes the correction of an error related to variable lease costs (see below).

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Revised Quarterly Consolidated Financial Information

As discussed in Note 20.

Revised Consolidated Financial Information , the following tables present the impact of correcting the errors related to the classification of redeemable noncontrolling interests and variable lease costs on the affected line items of our Consolidated Statements of Redeemable Noncontrolling Interests, Preferred Stock and Equity for the three and six months ended June 30, 2024, three months ended March 31, 2024, three and nine months ended September 30, 2023, three and six months ended June 30, 2023, and three months ended March 31, 2023.

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Total Stockholders’ Equity Non-controlling Interests

Balance as of March 31, 2024 $ — $ 2,431.9 $ 524.2 $ 3.2

Net income — — 176.8 0.2

Other comprehensive income — — 8.6 —

Stock-based payments:

Amortization — 7.6 7.6 —

Shares paid for tax withholding for stock-based payments — ( 0.2 ) ( 0.2 ) —

Series A Preferred Stock dividends ( 7 %)

— — ( 2.2 ) —

Dividends ($ 0.30 per share)

— — ( 49.9 ) —

Other — — — 0.2

Balance as of June 30, 2024 $ — $ 2,439.3 $ 664.9 $ 3.6

Stockholders’ Equity

(in millions) Redeemable Non-controlling Interests Additional Paid-In Capital Total Stockholders’ Equity Non-controlling Interests

Balance as of March 31, 2024 $ 34.9 $ ( 33.3 ) $ ( 33.3 ) $ ( 1.6 )

Net income (loss) 0.2 — — ( 0.2 )

Adjustment to redeemable value of noncontrolling interests 2.9 ( 2.9 ) ( 2.9 ) —

Other 0.2 — — ( 0.2 )

Balance as of June 30, 2024 $ 38.2 $ ( 36.2 ) $ ( 36.2 ) $ ( 2.0 )

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Total Stockholders’ Equity Non-controlling Interests

Balance as of March 31, 2024 $ 34.9 $ 2,398.6 $ 490.9 $ 1.6

Net income 0.2 — 176.8 —

Other comprehensive income — — 8.6 —

Stock-based payments:

Amortization — 7.6 7.6 —

Shares paid for tax withholding for stock-based payments — ( 0.2 ) ( 0.2 ) —

Series A Preferred Stock dividends ( 7 %)

— — ( 2.2 ) —

Dividends ($ 0.30 per share)

— — ( 49.9 ) —

Adjustment to redeemable value of noncontrolling interests 2.9 ( 2.9 ) ( 2.9 ) —

Other 0.2 — — —

Balance as of June 30, 2024 $ 38.2 $ 2,403.1 $ 628.7 $ 1.6

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2023 $ — $ 2,432.2 $ 607.0 $ 3.3

Net income — — 149.6 0.3

Other comprehensive income — — 5.5 —

Stock-based payments:

Amortization — 14.8 14.8 —

Shares paid for tax withholding for stock-based payments — ( 7.7 ) ( 7.7 ) —

Series A Preferred Stock dividends ( 7 %)

— — ( 4.4 ) —

Dividends ($ 0.60 per share)

— — ( 99.9 ) —

Balance as of June 30, 2024 $ — $ 2,439.3 $ 664.9 $ 3.6

Stockholders’ Equity

(in millions) Redeemable Non-controlling Interests Additional Paid-In Capital Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2023 $ 31.3 $ ( 29.7 ) $ ( 29.7 ) $ ( 1.6 )

Net income (loss) 0.3 — — ( 0.3 )

Adjustment to redeemable value of noncontrolling interests 6.5 ( 6.5 ) ( 6.5 ) —

Other 0.1 — — ( 0.1 )

Balance as of June 30, 2024 $ 38.2 $ ( 36.2 ) $ ( 36.2 ) $ ( 2.0 )

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2023 $ 31.3 $ 2,402.5 $ 577.3 $ 1.7

Net income 0.3 — 149.6 —

Other comprehensive income — — 5.5 —

Stock-based payments:

Amortization — 14.8 14.8 —

Shares paid for tax withholding for stock-based payments — ( 7.7 ) ( 7.7 ) —

Series A Preferred Stock dividends ( 7 %)

— — ( 4.4 ) —

Dividends ($ 0.60 per share)

— — ( 99.9 ) —

Adjustment to redeemable value of noncontrolling interests 6.5 ( 6.5 ) ( 6.5 ) —

Other 0.1 — — ( 0.1 )

Balance as of June 30, 2024 $ 38.2 $ 2,403.1 $ 628.7 $ 1.6

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2023 $ — $ 2,432.2 $ 607.0 $ 3.3

Net income (loss) — — ( 27.2 ) 0.1

Other comprehensive loss — — ( 3.1 ) —

Stock-based payments:

Amortization — 7.2 7.2 —

Shares paid for tax withholding for stock-based payments — ( 7.5 ) ( 7.5 ) —

Series A Preferred Stock dividends ( 7 %)

— — ( 2.2 ) —

Dividends ($ 0.30 per share)

— — ( 50.0 ) —

Other — — — ( 0.2 )

Balance as of March 31, 2024 $ — $ 2,431.9 $ 524.2 $ 3.2

Stockholders’ Equity

(in millions) Redeemable Non-controlling Interests Additional Paid-In Capital Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2023 $ 31.3 $ ( 29.7 ) $ ( 29.7 ) $ ( 1.6 )

Net income (loss) 0.1 — — ( 0.1 )

Adjustment to redeemable value of noncontrolling interests 3.6 ( 3.6 ) ( 3.6 ) —

Other ( 0.1 ) — — 0.1

Balance as of March 31, 2024 $ 34.9 $ ( 33.3 ) $ ( 33.3 ) $ ( 1.6 )

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2023 $ 31.3 $ 2,402.5 $ 577.3 $ 1.7

Net income (loss) 0.1 — ( 27.2 ) —

Other comprehensive loss — — ( 3.1 ) —

Stock-based payments:

Amortization — 7.2 7.2 —

Shares paid for tax withholding for stock-based payments — ( 7.5 ) ( 7.5 ) —

Series A Preferred Stock dividends ( 7 %)

— — ( 2.2 ) —

Dividends ($ 0.30 per share)

— — ( 50.0 ) —

Adjustment to redeemable value of noncontrolling interests 3.6 ( 3.6 ) ( 3.6 ) —

Other ( 0.1 ) — — ( 0.1 )

Balance as of March 31, 2024 $ 34.9 $ 2,398.6 $ 490.9 $ 1.6

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Total Stockholders’ Equity Non-controlling Interests

Balance as of June 30, 2023 $ — $ 2,419.6 $ 620.1 $ 4.7

Net income (loss) — — 17.0 ( 0.3 )

Other comprehensive loss — — ( 2.2 ) —

Stock-based payments:

Amortization — 7.2 7.2 —

Shares paid for tax withholding for stock-based payments — ( 0.1 ) ( 0.1 ) —

Series A Preferred Stock dividends ( 7 %)

— — ( 2.2 ) —

Dividends ($ 0.30 per share)

— — ( 49.7 ) —

Other — — — ( 0.6 )

Balance as of September 30, 2023 $ — $ 2,426.7 $ 590.1 $ 3.8

Stockholders’ Equity

(in millions) Redeemable Non-controlling Interests Additional Paid-In Capital Total Stockholders’ Equity Non-controlling Interests

Balance as of June 30, 2023 $ 28.9 $ ( 25.9 ) $ ( 25.9 ) $ ( 3.0 )

Net income (loss) ( 0.2 ) — — 0.2

Adjustment to redeemable value of noncontrolling interests 0.2 ( 0.2 ) ( 0.2 ) —

Other ( 0.7 ) — — 0.7

Balance as of September 30, 2023 $ 28.2 $ ( 26.1 ) $ ( 26.1 ) $ ( 2.1 )

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Total Stockholders’ Equity Non-controlling Interests

Balance as of June 30, 2023 $ 28.9 $ 2,393.7 $ 594.2 $ 1.7

Net income (loss) ( 0.2 ) — 17.0 ( 0.1 )

Other comprehensive loss — — ( 2.2 ) —

Stock-based payments:

Amortization — 7.2 7.2 —

Shares paid for tax withholding for stock-based payments — ( 0.1 ) ( 0.1 ) —

Series A Preferred Stock dividends ( 7 %)

— — ( 2.2 ) —

Dividends ($ 0.30 per share)

— — ( 49.7 ) —

Adjustment to redeemable value of noncontrolling interests 0.2 ( 0.2 ) ( 0.2 ) —

Other ( 0.7 ) — — 0.1

Balance as of September 30, 2023 $ 28.2 $ 2,400.6 $ 564.0 $ 1.7

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Distribution in Excess of Earnings Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2022 $ — $ 2,416.3 $ ( 1,183.4 ) $ 1,225.4 $ 4.0

Net income (loss) — — ( 490.8 ) ( 490.8 ) 0.4

Other comprehensive income — — — 0.6 —

Stock-based payments:

Vested — — — 0.1 —

Amortization — 22.9 — 22.9 —

Shares paid for tax withholding for stock-based payments — ( 12.5 ) — ( 12.5 ) —

Series A Preferred Stock dividends ( 7 %)

— — ( 6.6 ) ( 6.6 ) —

Dividends ($ 0.90 per share)

— — ( 149.0 ) ( 149.0 ) —

Other — — — — ( 0.6 )

Balance as of September 30, 2023 $ — $ 2,426.7 $ ( 1,829.8 ) $ 590.1 $ 3.8

Stockholders’ Equity

(in millions) Redeemable Non-controlling Interests Additional Paid-In Capital Distribution in Excess of Earnings Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2022 $ 27.2 $ ( 25.0 ) $ ( 5.2 ) $ ( 30.2 ) $ ( 2.2 )

Net income (loss) 0.5 — 5.2 5.2 ( 0.5 )

Adjustment to redeemable value of noncontrolling interests 1.1 ( 1.1 ) — ( 1.1 ) —

Other ( 0.6 ) — — — 0.6

Balance as of September 30, 2023 $ 28.2 $ ( 26.1 ) $ — $ ( 26.1 ) $ ( 2.1 )

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Distribution in Excess of Earnings Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2022 $ 27.2 $ 2,391.3 $ ( 1,188.6 ) $ 1,195.2 $ 1.8

Net income (loss) 0.5 — ( 485.6 ) ( 485.6 ) ( 0.1 )

Other comprehensive income — — — 0.6 —

Stock-based payments:

Vested — — — 0.1 —

Amortization — 22.9 — 22.9 —

Shares paid for tax withholding for stock-based payments — ( 12.5 ) — ( 12.5 ) —

Series A Preferred Stock dividends ( 7 %)

— — ( 6.6 ) ( 6.6 ) —

Dividends ($ 0.90 per share)

— — ( 149.0 ) ( 149.0 ) —

Adjustment to redeemable value of noncontrolling interests 1.1 ( 1.1 ) — ( 1.1 ) —

Other ( 0.6 ) — — — —

Balance as of September 30, 2023 $ 28.2 $ 2,400.6 $ ( 1,829.8 ) $ 564.0 $ 1.7

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Total Stockholders’ Equity Non-controlling Interests

Balance as of March 31, 2023 $ — $ 2,411.8 $ 1,140.4 $ 4.1

Net income (loss) — — ( 478.9 ) 0.5

Other comprehensive income — — 2.5 —

Stock-based payments:

Vested — — 0.1 —

Amortization — 7.9 7.9 —

Shares paid for tax withholding for stock-based payments — ( 0.1 ) ( 0.1 ) —

Series A Preferred Stock dividends ( 7 %)

— — ( 2.2 ) —

Dividends ($ 0.30 per share)

— — ( 49.6 ) —

Other — — — 0.1

Balance as of June 30, 2023 $ — $ 2,419.6 $ 620.1 $ 4.7

Stockholders’ Equity

(in millions) Redeemable Non-controlling Interests Additional Paid-In Capital Total Stockholders’ Equity Non-controlling Interests

Balance as of March 31, 2023 $ 25.3 $ ( 22.9 ) $ ( 22.9 ) $ ( 2.4 )

Net income (loss) 0.5 — — ( 0.5 )

Adjustment to redeemable value of noncontrolling interests 3.0 ( 3.0 ) ( 3.0 ) —

Other 0.1 — — ( 0.1 )

Balance as of June 30, 2023 $ 28.9 $ ( 25.9 ) $ ( 25.9 ) $ ( 3.0 )

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Total Stockholders’ Equity Non-controlling Interests

Balance as of March 31, 2023 $ 25.3 $ 2,388.9 $ 1,117.5 $ 1.7

Net income (loss) 0.5 — ( 478.9 ) —

Other comprehensive income — — 2.5 —

Stock-based payments:

Vested — — 0.1 —

Amortization — 7.9 7.9 —

Shares paid for tax withholding for stock-based payments — ( 0.1 ) ( 0.1 ) —

Series A Preferred Stock dividends ( 7 %)

— — ( 2.2 ) —

Dividends ($ 0.30 per share)

— — ( 49.6 ) —

Adjustment to redeemable value of noncontrolling interests 3.0 ( 3.0 ) ( 3.0 ) —

Other 0.1 — — —

Balance as of June 30, 2023 $ 28.9 $ 2,393.7 $ 594.2 $ 1.7

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Distribution in Excess of Earnings Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2022 $ — $ 2,416.3 $ ( 1,183.4 ) $ 1,225.4 $ 4.0

Net income (loss) — — ( 507.8 ) ( 507.8 ) 0.7

Other comprehensive income — — — 2.8 —

Stock-based payments:

Vested — — — 0.1 —

Amortization — 15.7 — 15.7 —

Shares paid for tax withholding for stock-based payments — ( 12.4 ) — ( 12.4 ) —

Series A Preferred Stock dividends ( 7 %)

— — ( 4.4 ) ( 4.4 ) —

Dividends ($ 0.60 per share)

— — ( 99.3 ) ( 99.3 ) —

Balance as of June 30, 2023 $ — $ 2,419.6 $ ( 1,794.9 ) $ 620.1 $ 4.7

Stockholders’ Equity

(in millions) Redeemable Non-controlling Interests Additional Paid-In Capital Distribution in Excess of Earnings Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2022 $ 27.2 $ ( 25.0 ) $ ( 5.2 ) $ ( 30.2 ) $ ( 2.2 )

Net income (loss) 0.7 — 5.2 5.2 ( 0.7 )

Adjustment to redeemable value of noncontrolling interests 0.9 ( 0.9 ) — ( 0.9 ) —

Other 0.1 — — — ( 0.1 )

Balance as of June 30, 2023 $ 28.9 $ ( 25.9 ) $ — $ ( 25.9 ) $ ( 3.0 )

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Distribution in Excess of Earnings Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2022 $ 27.2 $ 2,391.3 $ ( 1,188.6 ) $ 1,195.2 $ 1.8

Net income (loss) 0.7 — ( 502.6 ) ( 502.6 ) —

Other comprehensive income — — — 2.8 —

Stock-based payments:

Vested — — — 0.1 —

Amortization — 15.7 — 15.7 —

Shares paid for tax withholding for stock-based payments — ( 12.4 ) — ( 12.4 ) —

Series A Preferred Stock dividends ( 7 %)

— — ( 4.4 ) ( 4.4 ) —

Dividends ($ 0.60 per share)

— — ( 99.3 ) ( 99.3 ) —

Adjustment to redeemable value of noncontrolling interests 0.9 ( 0.9 ) — ( 0.9 ) —

Other 0.1 — — — ( 0.1 )

Balance as of June 30, 2023 $ 28.9 $ 2,393.7 $ ( 1,794.9 ) $ 594.2 $ 1.7

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Distribution in Excess of Earnings Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2022 $ — $ 2,416.3 $ ( 1,183.4 ) $ 1,225.4 $ 4.0

Net income (loss) — — ( 28.9 ) ( 28.9 ) 0.2

Other comprehensive income — — — 0.3 —

Stock-based payments:

Amortization — 7.8 — 7.8 —

Shares paid for tax withholding for stock-based payments — ( 12.3 ) — ( 12.3 ) —

Series A Preferred Stock dividends ( 7 %)

— — ( 2.2 ) ( 2.2 ) —

Dividends ($ 0.30 per share)

— — ( 49.7 ) ( 49.7 ) —

Other — — — — ( 0.1 )

Balance as of March 31, 2023 $ — $ 2,411.8 $ ( 1,264.2 ) $ 1,140.4 $ 4.1

Stockholders’ Equity

(in millions) Redeemable Non-controlling Interests Additional Paid-In Capital Distribution in Excess of Earnings Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2022 $ 27.2 $ ( 25.0 ) $ ( 5.2 ) $ ( 30.2 ) $ ( 2.2 )

Net income (loss) 0.2 — 5.2 5.2 ( 0.2 )

Adjustment to redeemable value of noncontrolling interests ( 2.1 ) 2.1 — 2.1 —

Balance as of March 31, 2023 $ 25.3 $ ( 22.9 ) $ — $ ( 22.9 ) $ ( 2.4 )

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Additional Paid-In Capital Distribution in Excess of Earnings Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2022 $ 27.2 $ 2,391.3 $ ( 1,188.6 ) $ 1,195.2 $ 1.8

Net income (loss) 0.2 — ( 23.7 ) ( 23.7 ) —

Other comprehensive income — — — 0.3 —

Stock-based payments:

Amortization — 7.8 — 7.8 —

Shares paid for tax withholding for stock-based payments — ( 12.3 ) — ( 12.3 ) —

Series A Preferred Stock dividends ( 7 %)

— — ( 2.2 ) ( 2.2 ) —

Dividends ($ 0.30 per share)

— — ( 49.7 ) ( 49.7 ) —

Adjustment to redeemable value of noncontrolling interests ( 2.1 ) 2.1 — 2.1 —

Other — — — — ( 0.1 )

Balance as of March 31, 2023 $ 25.3 $ 2,388.9 $ ( 1,264.2 ) $ 1,117.5 $ 1.7

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

The following tables present the impact of correcting the error related to variable lease costs on the affected line items of our Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income (Loss) for the nine months ended September 30, 2023, six months ended June 30, 2023, and three months ended March 31, 2023, which is being revised on a voluntary basis to reflect the previously disclosed out-of-period adjustment.

Net income (loss) per common share has also been retroactively adjusted as though the Reverse Stock Split has been effected prior to all periods presented (see Note 1.

Description of Business and Basis of Presentation ).

Nine Months Ended September 30, 2023

(in millions) As Reported Adjustments As Revised

Operating $ 721.2 $ ( 5.2 ) $ 716.0

Total expenses 1,688.8 ( 5.2 ) 1,683.6

Operating loss ( 369.4 ) 5.2 ( 364.2 )

Loss before provision for income taxes and equity in earnings of investee companies ( 486.9 ) 5.2 ( 481.7 )

Net loss before allocation to redeemable and non-redeemable noncontrolling interests ( 490.4 ) 5.2 ( 485.2 )

Net loss attributable to OUTFRONT Media Inc.

( 490.8 ) 5.2 ( 485.6 )

Net loss per common share:

Basic $ ( 3.02 ) $ ( 0.04 ) $ ( 3.06 )

Diluted $ ( 3.02 ) $ ( 0.04 ) $ ( 3.06 )

Total comprehensive loss $ ( 490.2 ) $ 5.2 $ ( 485.0 )

Six Months Ended June 30, 2023

(in millions) As Reported Adjustments As Revised

Operating $ 481.4 $ ( 5.2 ) $ 476.2

Total expenses 1,292.6 ( 5.2 ) 1,287.4

Operating loss ( 428.0 ) 5.2 ( 422.8 )

Loss before provision for income taxes and equity in earnings of investee companies ( 505.2 ) 5.2 ( 500.0 )

Net loss before allocation to redeemable and non-redeemable noncontrolling interests ( 507.1 ) 5.2 ( 501.9 )

Net loss attributable to OUTFRONT Media Inc.

( 507.8 ) 5.2 ( 502.6 )

Net loss per common share:

Basic $ ( 3.11 ) $ ( 0.04 ) $ ( 3.15 )

Diluted $ ( 3.11 ) $ ( 0.04 ) $ ( 3.15 )

Total comprehensive loss $ ( 505.0 ) $ 5.2 $ ( 499.8 )

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements (Continued)

Three Months Ended March 31, 2023

(in millions) As Reported Adjustments As Revised

Operating $ 235.5 $ ( 5.2 ) $ 230.3

Total expenses 385.6 ( 5.2 ) 380.4

Operating income 10.2 5.2 15.4

Loss before provision for income taxes and equity in earnings of investee companies ( 27.5 ) 5.2 ( 22.3 )

Net loss before allocation to redeemable and non-redeemable noncontrolling interests ( 28.7 ) 5.2 ( 23.5 )

Net loss attributable to OUTFRONT Media Inc.

( 28.9 ) 5.2 ( 23.7 )

Net loss per common share:

Basic $ ( 0.19 ) $ 0.03 $ ( 0.16 )

Diluted $ ( 0.19 ) $ 0.03 $ ( 0.16 )

Total comprehensive loss $ ( 28.6 ) 5.2 $ ( 23.4 )

Subsequent Event

On February 17, 2026 , the Company entered into agreements with AdQuick, Inc.

(“AdQuick”), pursuant to which, among other things, (i) AdQuick licenses its out-of-home sales cloud product to the Company for an initial non-cancellable three-year term (including a specified exclusivity period) for an annual fee;

and (ii) the Company invests up to $ 20.0 million in AdQuick, with approximately $ 4.0 million paid on February 17, 2026, and additional approximately $ 4.0 million payments made in four equal tranches, subject to the achievement of specified implementation milestones.

We are still evaluating the impact of these agreements on our future Consolidated Financial Statements.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data