OUTFRONT Media Inc. 10-K

Item 8. Financial Statements and Supplementary Data. Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of OUTFRONT Media Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated statements of financial position of OUTFRONT Media Inc. and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income (loss), of redeemable noncontrolling interests, preferred stock and equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and financial statement schedules listed in the accompanying index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 60 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. 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 – 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. Billboard display revenues and installation services generated from traditional contracts are recognized on a combined basis under the lease accounting standard as rental income on a straight-line basis over the customer lease term. Transit display revenues are derived from agreements with municipalities and transit operators, which entitle the Company to operate advertising displays within their transit systems, including on the interior and exterior of rail and subway cars and buses, as well as on benches, transit shelters, street kiosks and transit platforms. 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 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 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; and (iii) obtaining and inspecting, for a sample of revenue transactions, source documents to support the delivery of customer advertising copy to displays. /s/ PricewaterhouseCoopers LLP New York, New York February 26, 2026 We have served as the Company’s auditor since 2008. 61 Table of Contents OUTFRONT Media Inc. Consolidated Statements of Financial Position As of December 31, (in millions) 2025 2024 Assets: Current assets: Cash and cash equivalents $ 99.9 $ 46.9 Receivables, less allowances of $ 23.2 in 2025 and $ 20.6 in 2024 365.7 305.3 Prepaid lease and transit franchise costs 5.1 4.0 Other prepaid expenses 21.9 17.8 Other current assets 11.1 11.8 Total current assets 503.7 385.8 Property and equipment, net (Note 3) 643.8 648.9 Goodwill (Note 4) 2,006.4 2,006.4 Intangible assets (Note 4) 612.0 652.0 Operating lease assets (Note 5) 1,521.5 1,503.8 Other assets 24.2 18.3 Total assets $ 5,311.6 $ 5,215.2 Liabilities: Current liabilities: Accounts payable $ 50.2 $ 51.4 Accrued compensation 72.3 56.7 Accrued interest 35.1 34.5 Accrued lease and franchise costs 72.2 82.8 Other accrued expenses 55.5 54.3 Deferred revenues 57.7 42.8 Short-term debt (Note 8) — 10.0 Short-term operating lease liabilities (Note 5) 172.9 168.7 Other current liabilities 29.4 19.6 Total current liabilities 545.3 520.8 Long-term debt, net (Note 8) 2,583.4 2,482.5 Asset retirement obligation (Note 6) 34.0 33.9 Operating lease liabilities (Note 5) 1,374.7 1,351.8 Other liabilities 40.3 42.2 Total liabilities 4,577.7 4,431.2 Commitments and contingencies (Note 19) 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) — 119.8 Stockholders’ equity (Note 11): Common stock (2025 - 450.0 shares authorized, and 175.2 shares issued and outstanding; 2024 - 450.0 shares authorized, and 166.0 shares issued or outstanding) 1.8 1.7 Additional paid-in capital 2,619.3 2,493.6 Distribution in excess of earnings ( 1,910.8 ) ( 1,846.2 ) Accumulated other comprehensive loss (Note 10) 0.1 ( 0.1 ) Total stockholders’ equity 710.4 649.0 Noncontrolling interests 1.5 1.6 Total liabilities and equity $ 5,311.6 $ 5,215.2 See accompanying notes to consolidated financial statements. 62 Table of Contents OUTFRONT Media Inc. Consolidated Statements of Operations Year Ended December 31, (in millions, except per share amounts) 2025 2024 2023 Revenues $ 1,831.7 $ 1,830.9 $ 1,820.6 Expenses: Operating 918.5 949.0 963.1 Selling, general and administrative 441.7 447.9 429.7 Restructuring charges 20.1 — — Net gain on dispositions ( 2.3 ) ( 160.9 ) ( 14.2 ) Impairment charges — 17.9 534.7 Depreciation 90.6 79.5 79.3 Amortization 69.6 72.0 81.2 Total expenses 1,538.2 1,405.4 2,073.8 Operating income (loss) 293.5 425.5 ( 253.2 ) Interest expense, net ( 146.4 ) ( 156.2 ) ( 158.4 ) Loss on extinguishment of debt ( 0.6 ) ( 1.2 ) ( 8.1 ) 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 ) Equity in earnings of investee companies, net of tax 2.5 0.6 ( 1.1 ) Net income (loss) before allocation to redeemable and non-redeemable noncontrolling interests 147.0 258.7 ( 424.5 ) Net income attributable to redeemable and non-redeemable noncontrolling interests — 0.5 0.7 Net income (loss) attributable to OUTFRONT Media Inc. $ 147.0 $ 258.2 $ ( 425.2 ) Net income (loss) per common share: Basic $ 0.83 $ 1.54 $ ( 2.70 ) Diluted $ 0.82 $ 1.51 $ ( 2.70 ) Weighted average shares outstanding: Basic 167.8 161.9 161.0 Diluted 169.2 170.8 161.0 See accompanying notes to consolidated financial statements. 63 Table of Contents OUTFRONT Media Inc. Consolidated Statements of Comprehensive Income (Loss) Year Ended December 31, (in millions) 2025 2024 2023 Net income (loss) before allocation to redeemable and non-redeemable noncontrolling interests $ 147.0 $ 258.7 $ ( 424.5 ) Net income attributable to redeemable and non-redeemable noncontrolling interests — 0.5 0.7 Net income (loss) attributable to OUTFRONT Media Inc. 147.0 258.2 ( 425.2 ) Other comprehensive income (loss), net of tax: Cumulative translation adjustments — ( 4.0 ) 3.1 Write-off of currency translation losses related to a disposition — 10.1 — Net actuarial gain 0.2 0.2 0.2 Write off of net actuarial gain related to a disposition — ( 0.6 ) — Total other comprehensive income (loss), net of tax 0.2 5.7 3.3 Total comprehensive income (loss) $ 147.2 $ 263.9 $ ( 421.9 ) See accompanying notes to consolidated financial statements. 64 Table of Contents OUTFRONT Media Inc. Consolidated Statements of Redeemable Noncontrolling Interests, Preferred Stock and Equity Stockholders’ Equity (in millions, except per share amounts) Redeemable Non-Controlling Interests Shares of Series A Preferred Stock Series A Preferred Stock ($ 0.01 per share par value) Shares of Common Stock Common Stock $ 0.01 per share par value) Additional Paid-In Capital Distribution in Excess of Earnings Accumulated Other Comprehensive Loss Total Stockholders’ Equity Non-Controlling Interests Balance as of December 31, 2022 $ 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 (loss) 0.7 — — — — — ( 425.2 ) — ( 425.2 ) — Other comprehensive income — — — — — — — 3.3 3.3 — Stock-based payments: Vested — — — 1.6 0.1 — — — 0.1 — Amortization — — — — — 28.4 — — 28.4 — Shares paid for tax withholding for stock-based payments — — — ( 0.8 ) — ( 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 0.1 119.8 161.1 1.7 2,402.5 ( 1,821.1 ) ( 5.8 ) 577.3 1.7 Net income 0.5 — — — — — 258.2 — 258.2 — Other comprehensive income — — — — — — — 5.7 5.7 — Stock-based payments: Vested — — — 1.5 — — — — — — Amortization — — — — — 30.8 — — 30.8 — 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 %) — — — — — — ( 8.8 ) — ( 8.8 ) — Dividends ($ 1.65 per share) — — — 4.0 — 74.7 ( 274.5 ) — ( 199.8 ) — Adjustment to redeemable value of noncontrolling interests 6.9 — — — — ( 6.9 ) — — ( 6.9 ) — Other ( 0.5 ) — — — — — — — — ( 0.1 ) Balance as of December 31, 2024 $ 13.6 0.1 $ 119.8 166.0 $ 1.7 $ 2,493.6 $ ( 1,846.2 ) $ ( 0.1 ) $ 649.0 $ 1.6 65 Table of Contents OUTFRONT Media Inc. Consolidated Statements of Redeemable Noncontrolling Interests, Preferred Stock and Equity (Continued) Stockholders’ Equity (in millions, except per share amounts) Redeemable Non-Controlling Interests Shares of Series A Preferred Stock Series A Preferred Stock ($ 0.01 per share par value) Shares of Common Stock Common Stock ($ 0.01 per share par value) Additional Paid-In Capital Distribution in Excess of Earnings Accumulated Other Comprehensive Loss Total Stockholders’ Equity Non-Controlling Interests Balance as of December 31, 2024 $ 13.6 0.1 $ 119.8 166.0 $ 1.7 $ 2,493.6 $ ( 1,846.2 ) $ ( 0.1 ) $ 649.0 $ 1.6 Net income (loss) 0.1 — — — — — 147.0 — 147.0 ( 0.1 ) Other comprehensive loss — — — — — — — 0.2 0.2 — Stock-based payments: Vested — — — 2.2 — — — — — — Amortization — — — — — 30.0 — — 30.0 — Shares paid for tax withholding for stock-based payments — — ( 0.9 ) — ( 17.2 ) — — ( 17.2 ) — Series A Preferred Stock conversions — ( 0.1 ) ( 121.1 ) 7.9 0.1 121.0 — — 121.1 — Series A Preferred Stock dividends ( 7 %) — — 1.3 — — — ( 7.9 ) — ( 7.9 ) — Dividends ($ 1.20 per share) — — — — — — ( 203.7 ) — ( 203.7 ) — Adjustment to redeemable value of noncontrolling interests 8.1 — — — — ( 8.1 ) — — ( 8.1 ) — Other 0.2 — — — — — — — — — Balance as of December 31, 2025 $ 22.0 — $ — 175.2 $ 1.8 $ 2,619.3 $ ( 1,910.8 ) $ 0.1 $ 710.4 $ 1.5 See accompanying notes to consolidated financial statements. 66 Table of Contents OUTFRONT Media Inc. Consolidated Statements of Cash Flows Year Ended December 31, (in millions) 2025 2024 2023 Operating activities: Net income (loss) attributable to OUTFRONT Media Inc. $ 147.0 $ 258.2 $ ( 425.2 ) Adjustments to reconcile net income (loss) to net cash flow provided by operating activities: Net income attributable to redeemable and non-redeemable noncontrolling interests — 0.5 0.7 Depreciation and amortization 160.2 151.5 160.5 Deferred tax benefit — ( 1.2 ) ( 0.1 ) Stock-based compensation 30.0 30.8 28.4 Provision for doubtful accounts 6.6 5.7 5.8 Accretion expense 2.8 2.9 3.1 Net gain on dispositions ( 2.3 ) ( 160.9 ) ( 14.2 ) Impairment charges — — 511.4 Loss on extinguishment of debt 0.6 1.2 8.1 Equity in earnings of investee companies, net of tax ( 2.5 ) ( 0.6 ) 1.1 Distributions from investee companies 0.6 1.1 1.0 Amortization of deferred financing costs and debt discount 5.8 6.1 6.7 Change in assets and liabilities, net of investing and financing activities: Increase in receivables ( 67.0 ) ( 23.3 ) ( 4.0 ) Increase in prepaid MTA equipment deployment costs — — ( 21.8 ) (Increase) decrease in prepaid expenses and other current assets ( 3.1 ) 0.1 ( 4.9 ) Increase (decrease) in accounts payable and accrued expenses 4.3 13.7 ( 9.2 ) Increase in operating lease assets and liabilities 8.3 10.2 10.6 Increase in deferred revenues 14.9 5.1 3.5 Increase (decrease) in income taxes ( 0.2 ) 0.7 ( 2.6 ) Decrease in assets and liabilities held for sale, net — ( 2.1 ) — Other, net 1.6 ( 0.5 ) ( 4.7 ) Net cash flow provided by operating activities 307.6 299.2 254.2 Investing activities: Capital expenditures ( 88.8 ) ( 78.1 ) ( 86.8 ) Acquisitions ( 13.1 ) ( 19.5 ) ( 33.7 ) MTA franchise rights ( 19.6 ) ( 12.0 ) 0.6 Net proceeds from dispositions 6.3 317.6 12.4 Investment in investee companies — ( 1.2 ) — Return of investment in investee companies 1.5 0.7 — Net cash flow provided by (used for) investing activities ( 113.7 ) 207.5 ( 107.5 ) Financing activities: Proceeds from long-term debt borrowings 499.4 — 450.0 Repayments of long-term debt borrowings ( 400.0 ) ( 200.0 ) ( 400.0 ) Proceeds from borrowings under short-term debt facilities 90.0 145.0 120.0 Repayments of borrowings under short-term debt facilities ( 100.0 ) ( 200.0 ) ( 85.0 ) Payments of deferred financing costs ( 5.5 ) ( 0.3 ) ( 10.7 ) Payments of debt extinguishment charges — — ( 6.3 ) Taxes withheld for stock-based compensation ( 14.5 ) ( 7.8 ) ( 12.5 ) Purchase of redeemable noncontrolling interest — ( 23.9 ) — Dividends ( 210.3 ) ( 208.4 ) ( 207.0 ) Net cash flow used for financing activities ( 140.9 ) ( 495.4 ) ( 151.5 ) 67 Table of Contents OUTFRONT Media Inc. Consolidated Statements of Cash Flows (Continued) Year Ended December 31, (in millions) 2025 2024 2023 Effect of exchange rate changes on cash, cash equivalents and restricted cash — ( 0.4 ) 0.4 Net increase (decrease) in cash, cash equivalents and restricted cash 53.0 10.9 ( 4.4 ) Cash, cash equivalents and restricted cash at beginning of year 46.9 36.0 40.4 Cash, cash equivalents and restricted cash at end of year $ 99.9 $ 46.9 $ 36.0 Supplemental disclosure of cash flow information: Cash paid for income taxes (Note 17) $ 2.2 $ 11.5 $ 6.7 Cash paid for interest 140.9 151.6 150.7 Non-cash investing and financing activities: Accrued purchases of property and equipment $ 5.4 $ 7.0 $ 7.7 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. 68 OUTFRONT Media Inc. Notes to Consolidated Financial Statements Note 1. Description of Business and Basis of Presentation Description of Business OUTFRONT Media Inc. (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 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 held all of the assets of the Company’s outdoor advertising business in Canada (the “Canadian Business”). (See Note 14. Acquisitions and Dispositions : Dispositions : Canadian Business .) Basis of Presentation and Use of Estimates The accompanying consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (the “SEC”). In the opinion of our management, the accompanying financial statements reflect all adjustments, consisting of normal and recurring adjustments, necessary for a fair presentation of our financial position, results of operations and cash flows for the years presented. The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions. Note 2. Summary of Significant Accounting Policies Principles of Consolidation— The Consolidated Financial Statements include the accounts of OUTFRONT Media Inc. and all of its subsidiaries in which a controlling interest is maintained. Controlling interest is determined by majority ownership interest and the absence of substantive third-party participating rights. Investments over which we have a significant influence or ownership of more than 20 % but less than or equal to 50 %, without a controlling interest, are accounted for under the equity method. Investments of 20 % or less, over which we have no significant influence, that do not have a readily determinable fair value, are measured at cost less impairment, if any. Intercompany transactions have been eliminated. Cash and Cash Equivalents —Cash and cash equivalents consist of cash on hand and short-term (maturities of three months or less at the date of purchase) highly liquid investments. Receivables —Receivables consist primarily of trade receivables from customers, net of advertising agency commissions, and are stated net of an allowance for doubtful accounts. 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 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 69 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. The portion of deployment costs expected to be reimbursed from advertising revenues that would otherwise be retained by us under the contract are recorded as Intangible assets on the Consolidated Statement of Financial Position and charged to amortization expense on a straight-line basis over the contract period. We assess the recoverability of the MTA contract on an as-needed basis and apply significant judgment in assessing factors to determine if there is an indication that the revenues expected to be generated over the term of the agreement will be sufficient to cover all or a portion of the equipment deployment costs, including evaluating macroeconomic conditions, industry trends, and events specific to the Company, including monitoring the Company’s actual installation of digital displays against the deployment schedule. Additionally, we assess these factors by comparing revenue projections of the deployed digital displays to actual financial results. Property and Equipment —Property and equipment is stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives as follows: Buildings and improvements 15 to 35 years Advertising structures 3 to 20 years Furniture, equipment and other 3 to 10 years For advertising structures associated with a contract, the assets are depreciated over the shorter of the contract term or useful life. Maintenance and repair costs to maintain property and equipment in their original operating condition are charged to expense as incurred. Improvements or additions that extend the useful life of the assets are capitalized. When an asset is retired or otherwise disposed of, the associated cost and accumulated depreciation are removed and the resulting gain or loss is recognized. 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. Business Combinations and Asset Acquisitions —We routinely acquire out-of-home advertising assets, including advertising structures, permits and leasehold agreements. We determine the accounting for these transactions by first evaluating whether the assets acquired and liabilities assumed, if any, constitute a business using the guidelines in the Financial Accounting Standards Board (“FASB”) guidance for business combinations. If the assets acquired and liabilities assumed constitute a business, the purchase price is allocated to the tangible and identifiable intangible net assets acquired based on their estimated fair values with the excess of the purchase price over those estimated fair values recorded as goodwill. If the acquired assets do not constitute a business, we allocate the purchase price to the individual tangible and intangible assets acquired based on their relative fair values. Impairment of Long-Lived Assets— Long-lived assets held for sale are required to be measured at the lower of their carrying value (including unrecognized foreign currency translation adjustment losses) or fair value less cost to sell. Long-lived assets are assessed for impairment whenever there is an indication that the carrying amount of the asset may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted cash flows generated by those assets to the respective asset’s carrying value. The amount of impairment loss, if any, will be measured by the difference between the net carrying value and the estimated fair value of the asset. We compute the estimated fair value of each asset group for which we perform a quantitative assessment using an income approach. Under the income approach, the fair value is determined using a discounted cash flow model. Our cash flow models requires us to use significant estimates and assumptions such as projected revenue growth rates, billboard lease and transit franchise expenses, other operating and selling, general and administrative expenses, capital expenditures, and discount rates. The projected revenue growth rates, billboard lease and transit franchise expenses, other operating and selling, general and administrative expenses and capital expenditures are based on our internal forecasts of future performance, as well as historical trends. The discount rates represent the weighted average cost of capital derived using known and estimated market metrics. There can be no assurance that these estimates and assumptions will prove to be an accurate prediction of the future, and a downward revision of these estimates and/or assumptions would decrease the fair values of our asset groups, which could result in additional impairment charges in the future. Goodwill— Goodwill is allocated to various reporting units. 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 70 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. We may also choose to only perform a quantitative assessment. We compute the estimated fair value of each reporting unit for which we perform a quantitative assessment using an income approach. Under the income approach, the fair value is determined using a discounted cash flow model. Our discounted cash flow value is calculated by adding the present value of the estimated annual cash flows over a discrete projection period to the terminal value, which represents the value of the projected cash flows beyond the discrete projection period. Our discounted cash flow model requires us to use significant estimates and assumptions such as projected revenue growth rates, terminal growth rates, billboard lease and transit franchise expenses, other operating and selling, general and administrative expenses, capital expenditures, contract renewals and extensions, and discount rates. The projected revenue growth rates, billboard lease and transit franchise expenses, other operating and selling, general and administrative expenses, capital expenditures and contract renewals and extensions for the projection period are based on our internal forecasts of future performance, as well as historical trends. The terminal value is estimated based on a perpetual nominal growth rate, which is based on projected long-range inflation and long-term industry projections. The discount rates represent the weighted average cost of capital derived using known and estimated market metrics. There can be no assurance that these estimates and assumptions will prove to be an accurate prediction of the future, and a downward revision of these estimates and/or assumptions would decrease the fair values of our reporting units, which could result in additional impairment charges in the future. If the carrying value of a reporting unit is greater than its fair value, a goodwill impairment charge will be recorded as a non-cash charge for the difference up to the carrying value of the goodwill. The loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Intangible Assets —Intangible assets, which primarily consist of acquired permits and leasehold agreements and franchise agreements, are amortized by the straight-line method over their estimated useful lives, which range from five to 40 years. Leases (Lessees) —We generally lease the underlying sites upon which the physical billboard structures on which we display advertising copy for our customers are located. We also have leases for office and warehouse spaces. All leases are recorded on the Consolidated Statement of Financial Position and we recognize lease expense on a straight-line basis over the lease term. We do not separate lease and non-lease components from contracts. 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. These renewal provisions typically require consent of both parties. Many of our leases also contain termination provisions at our option, based on a variety of factors, including termination due to changing economic conditions of the related billboard location. Certain of our lease agreements include rental payments based on a percentage of revenue over contractual levels and others include rental payments adjusted periodically for inflation. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement or amendment. We rent or sublease certain real estate to third parties. Leases (Lessors) —Our agreements with customers to advertise on our billboards are considered operating leases. Substantially all of our advertising structures (see Note 3. Property and Equipment, Net ) are utilized to lease advertising space to customers, for which the contracts are accounted for as rental income. Billboard display revenues are recognized as rental income on a straight-line basis over the customer lease term. We exclude from rental income all taxes assessed by a governmental authority that we collect from customers. These operating leases are short-term in duration, typically a term of 4 weeks to one year and do not include any variable lease provisions or options to extend the lease. Certain contracts may include provisions for the early termination of the lease after an agreed upon notice period. We account for non-lease installation services and the lease associated with providing advertising space on our billboards as a combined component under the lease standard. 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 71 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. To the extent that the redemption amount of these interests exceeds the value determined by normal noncontrolling interest accounting, the value of such interests is adjusted to the redemption amount with a corresponding adjustment to Additional Paid-In Capital on our Consolidated Statements of Financial Position. To the extent that the noncontrolling interests’ buy/sell arrangement redemption amount is correlated with the estimated fair value of the subsidiary or its underlying assets, we have used the market method to estimate such fair values. Revenue Recognition —We derive Revenues from the following sources: (i) billboard displays, (ii) transit displays, and (iii) other. Billboard display revenues are derived from providing advertising space to customers on our physical billboards or other outdoor structures. We generally (i) own the physical structures on which we display advertising copy for our customers, (ii) hold the legal permits to display advertising thereon, and (iii) lease the underlying sites. Billboard display revenues and installation services generated from traditional contracts are recognized on a combined basis under the lease accounting standard as rental income on a straight-line basis over the customer lease term. Transit display revenues are derived from agreements with municipalities and transit operators, which entitle us to operate advertising displays within their transit systems, including on the interior and exterior of rail and subway cars and buses, as well as on benches, transit shelters, street kiosks and transit platforms. Transit display contracts typically require the installation and delivery of multiple advertising displays, for which locations are not specifically identified. Installation services are highly interdependent with the provision of advertising space, and therefore the installation and display of advertising is recognized as a single performance obligation. 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. Billboard display and Transit display revenues generated from programmatic advertising platforms are recognized as rental income as the related advertisement is displayed. Billboard and Transit display revenues derived from impression-based sales contracts fulfilled on direct sales advertising platforms are recognized as revenue over the contract period based pro-rata on the number of impressions delivered in proportion to the total number of impressions to be delivered. Revenues generated from programmatic advertising platforms are based on agreements with the platforms, rather than direct contracts with individual advertisers. Other revenues are derived primarily from providing print production services for advertisements to be displayed on our billboards or other outdoor sites, or on displays that we operate within transit systems. Print production services are not interrelated with the provision of advertising space and are considered a distinct performance obligation. Production revenue is recognized over the production period, which is typically very short in duration. Our traditional billboard display and transit display contracts with customers range from four weeks to one year and billing commences at the beginning of the contract term, with payment generally due within 30 days of billing. For the majority of our contracts, transaction prices are explicitly stated. Any contracts with transaction prices that contain multiple performance obligations are allocated primarily based on a relative standalone selling price basis. Deferred revenues primarily consist of revenues collected in advance of being earned. For all revenue sources, we evaluate whether we should be considered the principal (i.e., report revenues on a gross basis) or an agent (i.e., report revenues on a net basis). We are considered the principal in our arrangements and report revenues on a gross basis, wherein the amounts billed to customers are recorded as revenues, and amounts paid to municipalities, transit operators and suppliers are recorded as expenses. We are considered the principal because we control the advertising space before and after the contract term, are primarily responsible to our customers, have discretion in pricing and typically have inventory risk. 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. 72 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. We perform credit evaluations on our customers and agencies and believe that the allowances for doubtful accounts are adequate. Billboard Property Lease and Transit Franchise Expenses —Our billboards are primarily located on leased real property. Lease agreements are negotiated for varying terms ranging from one month to multiple years, most of which provide renewal options. Lease costs consist of a fixed monthly amount and certain lease agreements also include contingent rent based on the revenues we generate from the leased site. Property leases are generally paid in advance for periods ranging from one to twelve months . The fixed component of lease costs is expensed evenly over the non-cancellable contract term, and contingent rent is expensed as incurred when the related revenues are recognized. Our transit franchise agreements have fixed terms, are typically terminable for convenience at the option of the governmental entity (other than with respect to the MTA), and generally provide for payments to the governmental entity based on a percentage of revenues generated under the contract and/or a guaranteed minimum annual payment. The costs which are determined based on a percentage of revenues are expensed as incurred when the related revenues are recognized, and the guaranteed minimum annual payment is expensed over the contract term. Direct Lease Acquisition Costs— Variable commissions directly associated with billboard revenues are amortized on a straight-line basis over the related customer lease term, which generally ranges from four weeks to one year . Amortization of direct lease acquisition costs are presented within Selling General and Administrative expenses (“ SG&A ”) in the accompanying Consolidated Statements of Operations. Foreign Currency Translation and Transactions— The assets and liabilities of foreign subsidiaries are translated at exchange rates in effect at the balance sheet date, while results of operations are translated at average exchange rates for the respective periods. Any gain or loss on translation is included within other comprehensive income (loss) and Accumulated other comprehensive loss on our Consolidated Statement of Financial Position. Foreign currency transaction gains and losses are included in Other income (loss), net, on the Consolidated Statements of Operations. 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. We have elected to treat our subsidiaries that participate in certain non-REIT qualifying activities, and certain of our foreign subsidiaries, as taxable REIT subsidiaries (“TRSs”). As such, the taxable income of our TRSs will be subject to federal, state and local income taxation at regular corporate rates. Income taxes are accounted for under the asset and liability method of accounting. Deferred income tax assets and liabilities are recognized for the estimated future tax effects of temporary differences between the financial statement carrying amounts and their respective tax basis. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some or all of the deferred tax assets will not be realized. We have applied the FASB’s guidance relating to uncertainty in income taxes recognized. Under this guidance we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The guidance on accounting for uncertainty in income taxes also provides guidance on de-recognition, classification, interest and penalties on income taxes, and accounting in interim periods. Asset Retirement Obligation —An asset retirement obligation is established for the estimated future obligation, upon termination or non-renewal of a lease, associated with removing structures from the leased property and, when required by the contract, the cost to return the leased property to its original condition. These obligations are recorded at their present value in the period in which the liability is incurred and are initially recorded as part of the related assets’ carrying value. 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. 73 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. The cost is recognized over the vesting period during which an employee is required to provide service in exchange for the award. Adoption of New Accounting Standards 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. 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. The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. This guidance does not change or remove current expense disclosure requirements and will not have any impact on our consolidated financial statements. We are evaluating the impact to our Notes to the Consolidated Financial Statements. Note 3. Property and Equipment, Net The table below presents the balances of major classes of assets and accumulated depreciation. As of December 31, (in millions) 2025 2024 Land $ 110.4 $ 110.2 Buildings and improvements 49.0 47.1 Advertising structures 1,743.4 1,752.8 Furniture, equipment and other 194.2 186.8 Construction in progress 29.6 32.9 2,126.6 2,129.8 Less accumulated depreciation 1,482.8 1,480.9 Property and equipment, net $ 643.8 $ 648.9 Depreciation expense was $ 90.6 million in 2025, $ 79.5 million in 2024 and $ 79.3 million in 2023. 74 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) Note 4. Long-Lived Assets Goodwill 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. Intangible Assets Our identifiable intangible assets primarily consist of acquired permits and leasehold agreements, and franchise agreements, which grant us the right to operate out-of-home structures in specified locations and the right to provide advertising space on railroad and municipal transit properties. 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. Our identifiable intangible assets consist of the following: (in millions) Gross Accumulated Amortization Impairment Net As of December 31, 2025: Permits and leasehold agreements $ 1,538.1 $ ( 983.8 ) $ — $ 554.3 Franchise agreements (a) 909.0 ( 371.7 ) ( 485.8 ) 51.5 Other intangible assets 18.2 ( 12.0 ) — 6.2 Total intangible assets $ 2,465.3 $ ( 1,367.5 ) $ ( 485.8 ) $ 612.0 As of December 31, 2024: Permits and leasehold agreements $ 1,535.9 $ ( 935.7 ) $ — $ 600.2 Franchise agreements (a) 888.8 ( 360.9 ) ( 485.8 ) 42.1 Other intangible assets 19.5 ( 9.8 ) — 9.7 Total intangible assets $ 2,444.2 $ ( 1,306.4 ) $ ( 485.8 ) $ 652.0 (a) We reclassified all Prepaid MTA equipment deployment costs (see Note 19. 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. All of our intangible assets, except goodwill, are subject to amortization. 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 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: (in millions) 2026 2027 2028 2029 2030 Amortization expense $ 67.4 $ 62.5 $ 58.4 $ 55.1 $ 52.7 75 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) Note 5. Leases Lessee The following table presents our operating lease assets and liabilities: As of (in millions, except years and percentages) December 31, 2025 December 31, 2024 Operating lease assets $ 1,521.5 $ 1,503.8 Short-term operating lease liabilities 172.9 168.7 Non-current operating lease liabilities 1,374.7 1,351.8 Weighted-average remaining lease term 10.8 years 10.8 years Weighted-average discount rate 6.4 % 6.4 % The components of our lease expenses were as follows: Year Ended December 31, (in millions) 2025 2024 2023 Operating expenses $ 445.8 $ 481.4 $ 497.7 Selling, general and administrative expenses 12.4 13.8 13.0 Variable costs 113.4 125.8 138.5 Cash paid for operating leases 461.5 485.3 486.6 Leased assets obtained in exchange for new operating lease liabilities 275.9 193.9 397.2 In 2025, 2024 and 2023, sublease income related to office properties was immaterial. As of December 31, 2025, minimum rental payments under operating leases are as follows: (in millions) Operating Leases 2026 $ 264.9 2027 267.2 2028 224.7 2029 203.5 2030 182.7 2031 and thereafter 1,104.2 Total operating lease payments 2,247.2 Less: Interest 699.6 Present value of lease liabilities $ 1,547.6 Lessor We recorded rental income of $ 1,287.3 million in 2025, $ 1,336.9 million in 2024 and $ 1,349.3 million in 2023 in Revenues on our Consolidated Statement of Operations. 76 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) As of December 31, 2025, rental payments to be received under non-cancellable operating leases are as follows: (in millions) Rental Income 2026 $ 528.2 2027 48.1 2028 10.4 2029 6.5 2030 2.5 2031 and thereafter 9.9 Total minimum payments $ 605.6 Note 6. Asset Retirement Obligation The following table sets forth the change in the asset retirement obligations associated with our advertising structures located on leased properties. The obligation is calculated based on the assumption that all of our advertising structures will be removed within the next 50 years. The estimated annual costs to dismantle and remove the structures upon the termination or non-renewal of our leases are consistent with our historical experience. Year Ended December 31, (in millions) 2025 2024 Balance, at beginning of period $ 33.9 $ 33.0 Accretion expense 2.8 2.9 Additions 0.3 0.3 Liabilities settled ( 3.0 ) ( 2.1 ) Foreign currency translation adjustments — ( 0.2 ) Balance, at end of period $ 34.0 $ 33.9 Note 7. Related Party Transactions On January 18, 2023, we entered into a transaction with an affiliate of Providence Equity Partners L.L.C. (the “Providence Affiliate”) in connection with the Providence Affiliate’s purchase of a lease for certain outdoor advertising assets (the “Assets”) from a third-party seller. Pursuant to an agreement between us and the Providence Affiliate (the “Billboard Agreement”), we agreed to exclusively market, license and make advertising space available on the Assets to third-party advertisers for a term of up to ten years (the “Billboard Transaction”). In return, we will retain all revenues from the sale of advertising with respect to the Assets less the following payments to the Providence Affiliate or its payment designee, as applicable: (i) a minimum annual guarantee payment paid to the Providence Affiliate’s payment designee that increases from approximately $ 1.8 million to $ 3.5 million during the term of the Billboard Agreement; (ii) a minimum annual guarantee payment paid to the Providence Affiliate that increases from $ 8.5 million to $ 12.0 million by year six and adjusted for inflation thereafter through year ten; (iii) a percentage revenue share payment on gross revenues generated above $ 22.0 million paid to the Providence Affiliate during the term of the Billboard Agreement; (iv) a percentage revenue share payment on net revenues until $ 100.0 million is paid to the Providence Affiliate or its payment designee, as applicable; and (v) a one-time payment of $ 10.0 million paid to the Providence Affiliate on the fifth anniversary of the closing of the Billboard Transaction (the “Billboard Transaction Closing”) if we have not yet acquired the Assets as described below. The Billboard Agreement also provides that (i) we have the option to acquire the Assets from the Providence Affiliate between the third and seventh anniversaries of the Billboard Transaction Closing at pre-agreed prices depending on the time at which we exercise the option; (ii) prior to the seventh anniversary of the Billboard Transaction Closing, we have a right of first offer prior to any sale of the Assets by the Providence Affiliate to a third-party; and (iii) in the event of a termination of the Billboard Agreement by the Providence Affiliate after a sale to a third-party, we may in certain circumstances be entitled to receive a termination payment. As of December 31, 2025, operating lease assets related to the Billboard Agreement were $ 76.9 million , current operating lease liabilities related to the Billboard Agreement were $ 5.7 million and non-current operating lease liabilities related to the Billboard Agreement were $ 83.0 million , and are included in Operating lease assets , current Operating lease liabilities and non-current Operating lease liabilities , respectively, on the Consolidated Statements of Financial Position. Billboard revenues related to the Billboard Agreement were $ 12.2 million in 2025, $ 10.6 million in 2024 and recorded in Revenues on the Consolidated Statement of Operations. Operating lease 77 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) 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 We have a 50 % ownership interest in one active joint venture that operates transit shelters in the greater Los Angeles area and two active joint ventures which operate a total of nine billboard displays in New York and Boston. All of these ventures are accounted for as equity investments. These investments totaled $ 9.0 million as of December 31, 2025, and $ 8.6 million as of December 31, 2024, and are included in Other assets on the Consolidated Statements of Financial Position. We provided sales and management services to these joint ventures and recorded management fees in Revenues on the Consolidated Statement of Operations of $ 3.1 million in 2025, $ 4.2 million in 2024 and $ 4.9 million in 2023. Note 8. Debt Debt, net, consists of the following: As of December 31, (in millions, except percentages) 2025 2024 Short-term debt: AR Facility $ — $ 10.0 Total short-term debt — 10.0 Long-term debt: Term loan $ 499.3 $ 399.5 Senior secured notes: 7.375 % senior secured notes, due 2031 450.0 450.0 Senior unsecured notes: 5.000 % senior unsecured notes, due 2027 650.0 650.0 4.250 % senior unsecured notes, due 2029 500.0 500.0 4.625 % senior unsecured notes, due 2030 500.0 500.0 Total senior unsecured notes 1,650.0 1,650.0 Debt issuance costs ( 15.9 ) ( 17.0 ) Total long-term debt, net 2,583.4 2,482.5 Total debt, net $ 2,583.4 $ 2,492.5 Weighted average cost of debt 5.3 % 5.4 % Payments Due by Period (in millions) 2026 2027 2028 2029 2030 2031 and Thereafter Total Long-term debt $ — $ 650.0 $ — $ 500.0 $ 500.0 $ 950.0 $ 2,600.0 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, 78 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) 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. 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 As of December 31, 2025, there were no outstanding borrowings under the Revolving Credit Facility. The commitment fee based on the amount of unused commitments under the Revolving Credit Facility was $ 1.9 million in 2025, $ 2.0 million in 2024 and $ 1.7 million in 2023. As of December 31, 2025, we had issued letters of credit totaling approximately $ 5.1 million against the letter of credit facility sublimit under the Revolving Credit Facility. Standalone Letter of Credit Facilities As of December 31, 2025, we had issued letters of credit totaling approximately $ 67.2 million under our aggregate $ 81.0 million standalone letter of credit facilities. The total fees under the letter of credit facilities in 2025, 2024 and 2023 were immaterial. Accounts Receivable Securitization Facilities 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. In connection with the AR Facility, Outfront Media LLC and Outfront Media Outernet Inc., each a wholly-owned subsidiary of the Company, and certain of the Company’s taxable REIT subsidiaries (“TRSs”) (the “Originators”), will sell and/or contribute their respective existing and future accounts receivable and certain related assets to either Outfront Media Receivables LLC, a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s qualified REIT subsidiary accounts receivable assets (the “QRS SPV”) or Outfront Media Receivables TRS, LLC a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s TRS accounts receivable assets (the “TRS SPV” and together with the QRS SPV, the “SPVs”). The SPVs may transfer undivided interests in their respective accounts receivable assets to certain purchasers from time to time (the “Purchasers”). The SPVs are separate legal entities with their own separate creditors who will be entitled to access the SPVs’ assets before the assets become available to the Company. Accordingly, the SPVs’ assets are not available to pay creditors of the Company or any of its subsidiaries, although collections from the receivables in excess of amounts required to repay the Purchasers and other creditors of the SPVs may be remitted to the Company. Outfront Media LLC will service the accounts receivables on behalf of the SPVs for a fee. The Company has agreed to guarantee the performance of the Originators and Outfront Media LLC, in its capacity as servicer, of their respective obligations under the agreements governing the AR Facility. Neither the Company, the Originators nor the SPVs guarantee the collectability of the receivables under the AR Facility. Further, the TRS SPV and the QRS SPV are jointly and severally liable for their respective obligations under the agreements governing the AR Facility. 79 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 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, 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. Deferred Financing Costs As of December 31, 2025, we had deferred $ 20.4 million in fees and expenses associated with the Term Loan, the Revolving Credit Facility, the AR Facility and our senior notes. We are amortizing the deferred fees through Interest expense, net, on our Consolidated Statement of Operations over the respective terms of the Term Loan, Revolving Credit Facility, AR Facility and our senior notes. Fair Value Under the fair value hierarchy, observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities are defined as Level 1; observable inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability are defined as Level 2; and unobservable inputs for the asset or liability are defined as Level 3. The aggregate fair value of our debt, which is estimated based on quoted market prices of similar liabilities, was approximately $ 2.6 billion as of December 31, 2025 and $ 2.5 billion as of December 31, 2024. The fair value of our debt as of both December 31, 2025 and 2024 is classified as Level 2. Note 9. Redeemable Noncontrolling Interests To the extent that the noncontrolling interests’ buy/sell arrangement redemption amount is correlated with the estimated fair value of the subsidiary or its underlying assets, we have used the market method to estimate such fair values. The redemption value of these interests, as of all periods presented, is classified as Level 3. (See Note 8. Debt : Fair Value .) 80 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) Note 10. Accumulated Other Comprehensive Income The following table presents the changes in the components of accumulated other comprehensive income. (in millions) Cumulative Translation Adjustments Net Actuarial Gain (Loss) Accumulated Other Comprehensive Income (Loss) As of December 31, 2022 $ ( 9.2 ) $ 0.1 $ ( 9.1 ) Other comprehensive income before reclassifications 3.1 0.2 3.3 Total other comprehensive income, net of tax 3.1 0.2 3.3 As of December 31, 2023 ( 6.1 ) 0.3 ( 5.8 ) Reclassification of accumulated comprehensive income (loss) related to a disposition 6.1 ( 0.6 ) 5.5 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 ) 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. Note 11. Equity As of December 31, 2025, 450,000,000 shares of our common stock, par value $ 0.01 per share, were authorized; 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 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. 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. We have no obligation to sell any of our common stock under the sales agreement and may at any time suspend solicitations and offers under the sales agreement. In 2025, no shares of our common stock were sold under the ATM Program. As of December 31, 2025, we had approximately $ 232.5 million of capacity remaining under the ATM Program. 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. On February 25, 2026 , we announced that our board of directors approved a quarterly cash dividend of $ 0.30 per share on our common stock, payable on March 31, 2026 , to stockholders of record at the close of business on March 6, 2026 . Note 12. Revenues 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. 81 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) The following table summarizes revenues by source: Years Ended December 31, (in millions) 2025 2024 2023 Billboard: Static displays $ 904.8 $ 936.3 $ 948.0 Digital displays 434.3 448.4 441.7 Other 52.3 52.7 55.2 Billboard revenues 1,391.4 1,437.4 1,444.9 Transit: Static displays 179.1 185.5 191.8 Digital displays 214.8 165.9 146.6 Other 37.3 39.2 31.1 Transit revenues 431.2 390.6 369.5 Other 9.1 2.9 6.2 Total revenues $ 1,831.7 $ 1,830.9 $ 1,820.6 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. The following table summarizes revenues by geography: Years Ended December 31, (in millions) 2025 2024 2023 United States: Billboard $ 1,391.4 $ 1,409.3 $ 1,369.7 Transit 431.2 383.8 352.6 Other 9.1 2.9 6.2 Total United States revenues 1,831.7 1,796.0 1,728.5 Canada — 34.9 92.1 Total revenues $ 1,831.7 $ 1,830.9 $ 1,820.6 Our revenues are sensitive to fluctuations in advertising expenditures, general economic conditions and other external events beyond our control. Contract Costs and Balances Variable sales commission costs directly associated with billboard display revenues are considered direct lease acquisition costs in accordance with the lease accounting standard and are capitalized and amortized on a straight-line basis over the related customer lease term (see Note 5. Leases : Lessee to the Consolidated Financial Statements). Amortization of direct lease acquisition costs is presented within SG&A in the accompanying Consolidated Statements of Operations. Variable sales commission costs which are directly associated with transit display and other revenues are included in SG&A on the Consolidated Statement of Operations, and are expensed as incurred since the amortization period of the asset would have been less than one year. Amounts to be collected from customers for revenues recognized in previous periods are included in Receivables, less allowance , on the Consolidated Statement of Financial Position. Amounts collected from customers for revenues to be recognized in future periods are included in Deferred revenues on the Consolidated Statement of Financial Position. 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. 82 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) Note 13. 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 $ — Note 14. Acquisitions and Dispositions Acquisitions 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 has primarily been allocated to the related permits and leasehold agreements intangible assets (see Note 4. Long-lived Assets : Intangible Assets ). Dispositions Canadian Business On June 7, 2024, the Company completed the sale of the Canadian Business in the Transaction. In connection with the Transaction, the Company received C$ 410.0 million in cash, subject to certain purchase price adjustments. Note 15. Stock-Based Compensation Under the OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan (the “Stock Plan”), we have 19,575,000 shares of our common stock reserved for issuance. Under the Stock Plan, the board of directors is authorized to grant awards of options to purchase shares of our common stock, stock appreciation rights, restricted and unrestricted stock, restricted share units (“RSUs”), dividend equivalents, performance awards, including performance-based restricted share units (“PRSUs”), and other equity-related awards and cash payments to all of our employees and non-employee directors and employees of our subsidiaries. In addition, consultants and advisors who perform services for us and our subsidiaries may, under certain conditions, receive grants under the Stock Plan. RSUs and PRSUs accrue dividend equivalents in amounts equal to the regular cash dividends paid on our common stock and will be paid in either cash or stock. Accrued dividend equivalents payable in stock shall convert to shares of our common stock on the date of vesting. Compensation expense for RSUs is determined based upon the market price of the shares underlying the awards on the date of grant and expensed over the vesting period, which is generally a three-year service period. 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. 83 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) 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. Year Ended December 31, (in millions) 2025 2024 2023 Stock-based compensation expense (RSUs and PRSUs), before income taxes $ 30.0 $ 30.8 $ 28.4 Tax benefit ( 1.6 ) ( 1.1 ) ( 1.0 ) Stock-based compensation expense, net of tax $ 28.4 $ 29.7 $ 27.4 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. 84 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) RSUs and PRSUs The following table summarizes the 2025 activity of the RSUs and PRSUs issued to our employees. Activity Weighted Average Per Share Grant Date Fair Market Value Non-vested as of December 31, 2024 3,282,970 $ 15.37 Granted: RSUs 1,176,172 18.26 PRSUs 709,428 16.15 Vested: RSUs ( 1,250,059 ) 16.72 PRSUs ( 548,029 ) 16.64 Forfeitures: RSUs ( 144,272 ) 17.23 PRSUs ( 22,365 ) 18.33 Non-vested as of December 31, 2025 3,203,845 15.76 The total fair value of RSUs and PRSUs that vested was $ 30.0 million during 2025, $ 30.1 million during 2024 and $ 36.2 million during 2023. Note 16. Retirement Benefits 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. covers a small number of hourly employees. The investments of the pension plan in the U.S. consist entirely of the plan’s interest in a trust, which invests the assets of this plan. The pension plan in the U.S. 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 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 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. (in millions) As of December 31, 2023 Benefit obligation, beginning of year $ 47.0 Interest cost 2.1 Actuarial gain ( 0.3 ) Settlements paid ( 20.2 ) Benefits paid ( 2.0 ) Cumulative translation adjustments 0.6 Benefit obligation, end of year $ 27.2 85 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) The following tables present the components of net periodic pension cost and amounts recognized in other comprehensive income (loss). (in millions) As of December 31, 2023 Interest cost $ 2.1 Expected return on plan assets ( 2.6 ) Settlement gain ( 0.5 ) Net periodic pension cost $ ( 1.0 ) 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. Multi-Employer Pension and Postretirement Benefit Plans We contribute to multi-employer plans that provide pension and other postretirement benefits to certain employees under collective bargaining agreements. Contributions to these plans were $ 4.7 million in 2025, $ 4.2 million in 2024 and $ 3.3 million in 2023. Based on our contributions to each individual multi-employer plan relative to the total contributions of all participating employers in such plan, no multi-employer plan was deemed to be individually significant to us. Defined Contribution Plans Employer contributions for defined contribution plans sponsored by us were $ 7.2 million in 2025, $ 7.8 million in 2024 and $ 8.6 million in 2023. Note 17. Income Taxes We are organized in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”) and, accordingly, we have not provided for U.S. federal income tax on our REIT taxable income that we distribute to our stockholders. We have elected to treat our subsidiaries that participate in certain non-REIT qualifying activities as taxable REIT subsidiaries (“TRSs”). As such, we have provided for their federal, state and foreign income taxes. 86 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) 1.3 0.8 1.3 Foreign: 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 The U.S. 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 provision for income taxes and equity in earnings of investee companies $ 146.5 $ 269.1 $ ( 419.4 ) 87 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) 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 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 ) Book/tax differences Depreciation 35.8 24.7 27.9 Amortization ( 18.5 ) ( 15.8 ) ( 13.6 ) Dividend from foreign subsidiary — 5.7 2.1 Stock-based compensation ( 7.7 ) 9.5 ( 0.9 ) Deferred gain for tax ( 5.6 ) ( 4.2 ) ( 6.8 ) Investments in joint ventures ( 2.0 ) ( 6.3 ) 5.5 Gain from sale of Canada — ( 70.7 ) — Executive compensation 13.0 9.2 11.2 Lease expense 5.4 7.9 8.4 Provision for doubtful accounts 4.6 4.1 1.5 Impairment charges (a) — 13.1 388.2 Other 16.9 24.0 13.6 REIT taxable income (estimated) $ 187.2 $ 281.1 $ 169.1 (a) Impairment charges related to our Transit business (see Note 4. Long-Lived Assets) . The components of the Provision for income taxes are as follows: Year Ended December 31, (in millions) 2025 2024 2023 Current: Federal $ ( 0.4 ) $ ( 0.2 ) $ — State and local ( 0.9 ) ( 1.1 ) ( 1.0 ) Foreign ( 0.7 ) ( 10.9 ) ( 3.1 ) ( 2.0 ) ( 12.2 ) ( 4.1 ) Deferred: Foreign — 1.2 0.1 — 1.2 0.1 Provision for income taxes $ ( 2.0 ) $ ( 11.0 ) $ ( 4.0 ) 88 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) The difference between income taxes expected at the U.S. federal statutory income tax rate of 21 % and the Provision for income taxes is summarized as follows: Year Ended December 31, 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 % 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: Canada: Statutory rate difference between Canada and the U.S. — — 1.1 ( 0.4 ) 0.6 0.1 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) 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) . The following table is a summary of the components of deferred income tax assets and liabilities. As of December 31, (in millions) 2025 2024 Deferred income tax assets: Provision for expenses and losses $ 12.3 $ 9.9 Postretirement and other employee benefits 2.9 2.7 Tax credit and loss carryforwards 4.0 5.4 Property, equipment and intangible assets 4.9 5.8 Total deferred income tax assets 24.1 23.8 Valuation allowance ( 24.1 ) ( 23.8 ) Deferred income tax assets, net — — Deferred income tax liabilities: Property, equipment and intangible assets — — Postretirement and other employee benefits — — Other — — Total deferred income tax liabilities — — Deferred income tax liabilities, net $ — $ — 89 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, 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 $ 0.2 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. These charges were not material for any of the periods presented. We are subject to taxation in the U.S. and various state, local and foreign jurisdictions. Tax years 2022 to present are open for examination by the tax authorities. Note 18. Earnings Per Share (“EPS”) Year Ended December 31, (in millions) 2025 2024 2023 Net income (loss) available for common stockholders (a) $ 147.0 $ 258.2 $ ( 425.2 ) Less: Distributions to holders of Series A Preferred Stock 7.9 8.8 8.8 Net income (loss) available for common stockholders (b) $ 139.1 $ 249.4 $ ( 434.0 ) Weighted average shares for basic EPS 167.8 161.9 161.0 Dilutive potential shares from grants of RSUs, PRSUs and stock options (c) 1.4 1.1 — Dilutive potential shares issuable upon conversion of Series A Preferred Stock (d) — 7.8 — Weighted average shares for diluted EPS (c)(d) 169.2 170.8 161.0 (a) For 2024, Net income available for common stockholders for the calculation of diluted EPS. (b) For 2025 and 2023, Net income (loss) available for common stockholders for the calculation of both basic and diluted EPS. For 2024, Net income (loss) available for common stockholders for the calculation of basic EPS. (c) The potential impact of an aggregate 0.1 million granted RSUs and PRSUs for 2025 and 1.8 million granted RSUs and PRSUs for 2023 was antidilutive. 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 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. Equity ). Note 19. Commitments and Contingencies Off-Balance Sheet Arrangements 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. Contractual Obligations We have agreements with municipalities and transit operators which entitle us to operate advertising displays within their transit systems, including on the interior and exterior of rail and subway cars and buses, as well as on benches, transit shelters, street kiosks, and transit platforms. 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. 90 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) As of December 31, 2025, guaranteed minimum annual payments are as follows: (in millions) Guaranteed Minimum Annual Payments 2026 $ 213.8 2027 219.9 2028 224.0 2029 224.7 2030 176.1 2031 and thereafter 113.8 Total minimum payments $ 1,172.3 Under our current agreement with the MTA (as amended, the “MTA Agreement”): • Deployments . We must deploy, over a number of years, (i) 5,433 digital advertising screens on subway and train platforms and entrances, (ii) 15,896 smaller-format digital advertising screens on rolling stock, and (iii) 9,283 MTA communications displays, which amounts are subject to the MTA’s ability to fulfill its pre-installation obligations under the MTA Agreement. We are also obligated to deploy certain additional digital advertising screens and MTA communications displays in subway and train stations and rolling stock that the MTA may build or acquire in the future (collectively, the “New Inventory”). • Recoupment of Equipment Deployment Costs. 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. 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. Long-Lived Assets ). If we do not recoup all costs of deploying advertising and communications screens with respect to the New Inventory by the end of the term of the MTA Agreement, the MTA will be obligated to reimburse us for these costs. Deployment costs in an amount not to exceed $ 50.7 million, which are deemed authorized before December 31, 2020, will be paid directly by the MTA. All other deployment costs are subject to recoupment in accordance with the MTA Agreement. We did not recoup any equipment deployment costs in 2025. However, we do expect to recoup some equipment deployment costs throughout the remainder of the Amended Term (as defined below) of the MTA Agreement. • Payments . We must pay to the MTA the greater of a percentage of revenues or a guaranteed minimum annual payment. 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. • Term . In July 2021, we extended the initial 10 -year term of the MTA Agreement to a 13 -year base term (the “Amended Term”). We have the option to extend the Amended Term for an additional five-year period at the end of the Amended Term, subject to satisfying certain quantitative and qualitative conditions. During 2025, we had no recoupment from incremental revenues. 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 91 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) 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 We have indemnification obligations with respect to letters of credit and surety bonds primarily used as security against non-performance in the normal course of business. As of December 31, 2025, the outstanding letters of credit were approximately $ 72.3 million and outstanding surety bonds were approximately $ 108.8 million, and were not recorded on the Consolidated Statements of Financial Position. Legal Matters On an ongoing basis, we are engaged in lawsuits and governmental proceedings and respond to various investigations, inquiries, notices and claims from national, state and local governmental and other authorities (collectively, “litigation”). Litigation is inherently uncertain and always difficult to predict. Although it is not possible to predict with certainty the eventual outcome of any litigation, in our opinion, none of our current litigation is expected to have a material adverse effect on our results of operations, financial position or cash flows. Note 20. Segment Information We have identified our Chief Executive Officer as the chief operating decision maker for purposes of determining segments. We currently manage our operations through two reportable operating segments—(1) Billboard, which provides advertising space on billboard advertising structures and sites in the U.S., and (2) Transit , which provides advertising space on transit advertising displays operating under exclusive multi-year contracts with municipalities in large cities across the U.S. 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 . Historical operating results of our Canadian operations are included in Other through the date of sale. Also included in Other are operating results for third-party digital equipment sales. The following tables set forth our financial performance by segment. 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. Our chief operating decision maker utilized Adjusted OIBDA and Adjusted OIBDA margin in evaluating our operating performance and planning and forecasting future periods, as each is an important indicator of our operational strength and business performance. We believe these measures highlight operational trends and provide an important perspective on operational performance across periods. 92 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) Year Ended December 31, (in millions, except percentages) 2025 2024 2023 Billboard : Billboard revenues $ 1,391.4 $ 1,409.3 $ 1,369.7 Billboard property lease (a) ( 446.6 ) ( 472.3 ) ( 477.3 ) Posting, maintenance and other (a) ( 149.3 ) ( 148.4 ) ( 134.9 ) Significant Billboard segment operating expenses (a) ( 595.9 ) ( 620.7 ) ( 612.2 ) Significant Billboard segment selling, general and administrative (b) ( 266.6 ) ( 268.1 ) ( 256.9 ) Billboard Adjusted OIBDA $ 528.9 $ 520.5 $ 500.6 Billboard Adjusted OIBDA margin 38.0 % 36.9 % 36.5 % Transit : Transit revenues $ 431.2 $ 383.8 $ 352.6 Transit franchise (a) ( 243.2 ) ( 236.3 ) ( 235.6 ) Posting, maintenance and other (a) ( 72.2 ) ( 68.2 ) ( 62.4 ) Significant Transit segment operating expenses (a) ( 315.4 ) ( 304.5 ) ( 298.0 ) Significant Transit segment selling, general and administrative (b) ( 72.7 ) ( 71.0 ) ( 70.6 ) Transit Adjusted OIBDA $ 43.1 $ 8.3 $ ( 16.0 ) Transit Adjusted OIBDA margin 10.0 % 2.2 % ( 4.5 ) % Total segments: Segment revenues $ 1,822.6 $ 1,793.1 $ 1,722.3 Billboard property lease (a) ( 446.6 ) ( 472.3 ) ( 477.3 ) Transit franchise (a) ( 243.2 ) ( 236.3 ) ( 235.6 ) Posting, maintenance and other (a) ( 221.5 ) ( 216.6 ) ( 197.3 ) Significant segment operating expenses (a) ( 911.3 ) ( 925.2 ) ( 910.2 ) Significant segment selling, general and administrative (b) ( 339.3 ) ( 339.1 ) ( 327.5 ) Segment Adjusted OIBDA $ 572.0 $ 528.8 $ 484.6 93 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) Year Ended December 31, (in millions) 2025 2024 2023 Reconciliation to net income (loss): Segment Adjusted OIBDA $ 572.0 $ 528.8 $ 484.6 Non-segment Adjusted OIBDA ( 72.7 ) ( 64.0 ) ( 28.4 ) Total Adjusted OIBDA 499.3 464.8 456.2 Restructuring charges (c) ( 20.1 ) — — Net gain on dispositions 2.3 160.9 14.2 Impairment charges — ( 17.9 ) ( 534.7 ) Depreciation ( 90.6 ) ( 79.5 ) ( 79.3 ) Amortization ( 69.6 ) ( 72.0 ) ( 81.2 ) Stock-based compensation ( 27.8 ) ( 30.8 ) ( 28.4 ) Total operating income (loss) 293.5 425.5 ( 253.2 ) Interest expense, net ( 146.4 ) ( 156.2 ) ( 158.4 ) Loss on extinguishment of debt ( 0.6 ) ( 1.2 ) ( 8.1 ) 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 ) Equity in earnings of investee companies, net of tax 2.5 0.6 ( 1.1 ) Net income (loss) before allocation to redeemable and non-redeemable noncontrolling interests 147.0 258.7 ( 424.5 ) Net income attributable to redeemable and non-redeemable noncontrolling interests — 0.5 0.7 Net income (loss) attributable to OUTFRONT Media Inc. $ 147.0 $ 258.2 $ ( 425.2 ) Revenues $ 1,831.7 $ 1,830.9 $ 1,820.6 Billboard property lease (a) ( 446.6 ) ( 482.8 ) ( 499.7 ) Transit franchise (a) ( 243.2 ) ( 238.1 ) ( 240.3 ) Posting, maintenance and other (a) ( 228.7 ) ( 228.1 ) ( 223.1 ) Operating expenses (a) ( 918.5 ) ( 949.0 ) ( 963.1 ) Selling, general and administrative (b) ( 441.7 ) ( 447.9 ) ( 429.7 ) Stock-based compensation 27.8 30.8 28.4 Adjusted OIBDA $ 499.3 $ 464.8 $ 456.2 (a) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. (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. 94 OUTFRONT Media Inc. Notes to Consolidated Financial Statements (Continued) Other disclosures (a) : As of and For the Year Ended December 31, (in millions) 2025 2024 2023 Revenues (b) : United States $ 1,831.7 $ 1,796.0 $ 1,728.5 Canada — 34.9 92.1 Total revenues $ 1,831.7 $ 1,830.9 $ 1,820.6 Long-lived Assets (c) : United States $ 4,798.8 $ 4,820.7 $ 4,962.6 Canada (d) — — 214.3 Total long-lived assets $ 4,798.8 $ 4,820.7 $ 5,176.9 (a) Total assets and capital expenditures by segment are not regularly provided or reviewed by the chief operating decision maker. These metrics are reviewed and managed on a consolidated basis. (b) Revenues classifications are based on the geography of the advertising . (c) Reflects total assets less current assets, investments and non-current deferred tax assets. (d) On June 7, 2024, the Company completed the sale of the Canadian Business in the Transaction. In 2023, includes amounts reclassified as Assets held for sale on the Consolidated Statement of Financial Position. (See Note 14. Acquisitions and Dispositions : Dispositions : Canadian Business .) Note 21. 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. 95 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.