What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-08 compared with 2025-11-07 · 187 added, 354 removed, 337 unchanged (62% of the section changed)

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The forward-looking statements are subject to a number of important factors, including, but not limited to, those factors discussed in the sections entitled “Risk Factors” in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026, and the section entitled “Cautionary Statement Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q, that could cause our actual results to differ materially from the results described herein or implied by such forward-looking statements .

Except as otherwise indicated or unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to (i) “OUTFRONT Media,” “the Company,” “we,” “our,” “us” and “our company” mean OUTFRONT Media Inc., a Maryland corporation, and unless the context requires otherwise, its consolidated subsidiaries, and (ii) the “approximately 120 markets in the U.S.,” “25 largest markets in the U.S.” and “Nielsen Designated Market Areas” are based, in whole or in part, on Nielsen Media Research’s 2025 Designated Market Area rankings.

OUTFRONT Media is a real estate investment trust (“REIT”), which provides advertising space (“displays”) on out-of-home advertising structures and sites in the United States (the “U.S.”).

Except as otherwise indicated or unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to (i) “OUTFRONT Media,” “the Company,” “we,” “our,” “us” and “our company” mean OUTFRONT Media Inc., a Maryland corporation, and unless the context requires otherwise, its consolidated subsidiaries, and (ii) the “approximately 120 markets in the U.S.,” “25 largest markets” and “Nielsen Designated Market Areas” are based, in whole or in part, on Nielsen Media Research’s 2026 Designated Market Area rankings.

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

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

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

Historical operating results of our Canadian operations are included in Other (see Note 18.

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

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

(See Note 13.

Acquisitions and Dispositions :

Dispositions to the Consolidated Financial Statements.)

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

Our inventory consists of billboard displays, which are primarily located on the most heavily traveled highways and roadways in top Nielsen Designated Market Areas (“DMAs”), and transit advertising displays operated under exclusive multi-year contracts with municipalities in large cities across the U.S.

In total, we have displays in approximately 120 markets across the U.S., including the 25 largest markets in the U.S.

Our top market, high profile location focused portfolio includes sites in and around both Grand Central Station and Times Square in New York, various locations along Sunset Boulevard in Los Angeles, and the Bay Bridge in San Francisco.

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

Our inventory consists of billboard displays primarily located on the most heavily traveled highways and roadways in top Nielsen Designated Market Areas (“DMAs”), and transit advertising displays operated under exclusive multi-year contracts with municipalities in large cities across the U.S.

In total, we have displays in approximately 120 markets across the U.S., including the 25 largest markets.

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

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

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

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

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

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

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

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

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

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

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

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

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Economic Environment

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

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

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

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

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

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

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

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

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

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

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

On June 23, 2025, we announced a restructuring and reduction in force plan (the “Plan”) intended to achieve the Company’s strategic goals of increasing sales demand, enhancing customer experience, optimizing internal cost efficiencies, and realigning its organization.

The Plan provided for a reduction of the Company’s workforce by approximately 120 employees, or 6% of the Company’s total employees as of June 23, 2025.

As of June 30, 2025, all reductions have been completed.

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

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

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

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

As of September 30, 2025, approximately $9.7 million in restructuring reserves related to severance payments, employee benefits and related costs remained outstanding and is included in Other current liabilities on the Consolidated Statement of Financial Position.

As of June 30, 2025, we completed 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.

As of March 31, 2026, approximately $4.6 million in restructuring reserves related to severance payments, employee benefits and related costs remained outstanding and is included in Other current liabilities on the Consolidated Statement of Financial Position.

The Company may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur in connection with the implementation of the Plan.

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

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

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

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

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

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

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

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

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

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

During the nine months ended September 30, 2025, we built or converted 77 new digital billboard displays and entered into marketing arrangements to sell advertising on 16 third-party digital billboard displays.

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

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

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

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

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

During the three months ended March 31, 2026, we built or converted 14 new digital billboard displays and entered into marketing arrangements to sell advertising on 5 third-party digital billboard displays.

In the three months ended March 31, 2026, we built, converted or replaced 47 digital transit and other displays.

The following table sets forth information regarding our digital displays.

Digital Revenues (in millions)

for the Nine Months Ended

September 30, 2025 (a)

for the Three Months Ended

March 31, 2026 (a)

Number of Digital Displays as of

September 30, 2025 (a)

March 31, 2026 (a)

Location Digital Billboard Digital Transit Total Digital Revenues Digital Billboard Displays Digital Transit Displays Total Digital Displays

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As described above, our revenues and profits also fluctuate due to external events beyond our control.

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

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

During the nine months ended September 30, 2025, our largest categories of advertisers were entertainment, retail and legal services/lawyers, each of which represented 18%, 11% and 10% of our total revenues from our Billboard and Transit segments, respectively.

During the nine months ended September 30, 2024, our largest categories of advertisers were entertainment, retail and health/medical, each of which represented 19%, 12% and 9% of our total revenues from our Billboard and Transit segments, respectively.

We have a diversified base of customers across various industries.

During the three months ended March 31, 2026, our largest categories of advertisers were entertainment, legal services/lawyers and retail, each of which represented 18%, 12% and 10% of our total revenues from our Billboard and Transit segments, respectively.

During the three months ended March 31, 2025, our largest categories of advertisers were entertainment, retail and legal services/lawyers, each of which represented 19%, 12% and 11% of our total revenues from our Billboard and Transit segments, respectively.

Our large-scale portfolio allows our customers to reach a national audience and also provides the flexibility to tailor campaigns to specific regions or markets.

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

We generated approximately 43% of our total revenues from our Billboard and Transit segments from enterprise (formerly known as national) advertising campaigns in the nine months ended September 30, 2025, compared to approximately 42% in the same prior-year period.

We generated approximately 37% of our total revenues from our Billboard and Transit segments from enterprise advertising campaigns in the three months ended March 31, 2026, compared to approximately 42% in the same prior-year period.

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

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We believe these non-GAAP performance indicators are meaningful supplemental measures of our operating performance and should not be considered in isolation of, or as a substitute for, their most directly comparable GAAP financial measures.

Three Months Ended Nine Months Ended

September 30, % September 30, %

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

Three Months Ended

(in millions, except percentages) 2026 2025 Change

Revenues $ 429.6 $ 390.7 10 %

Organic revenues (a)(b)

467.5 451.9 3 1,318.4 1,302.8 1

Operating income 55.9 13.9 *

Adjusted OIBDA (b)

Adjusted OIBDA (a)

100.4 64.2 56

Adjusted OIBDA (b) margin

Adjusted OIBDA (a) margin

23.4 % 16.4 %

Net income attributable to OUTFRONT Media Inc.

Net income (loss) attributable to OUTFRONT Media Inc.

19.1 (20.6) *

Funds from operations (“FFO”) (b) attributable to OUTFRONT Media Inc.

Funds from operations (“FFO”) (a) attributable to OUTFRONT Media Inc.

63.5 26.5 140

Adjusted FFO (“AFFO”) (b) attributable to OUTFRONT Media Inc.

Adjusted FFO (“AFFO”) (a) attributable to OUTFRONT Media Inc.

61.0 27.1 125

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

We provide organic revenues to understand the underlying growth rate of revenue excluding the impact of non-organic revenue items.

Our management believes organic revenues are useful to users of our financial data because it enables them to better understand the level of growth of our business period to period.

Since organic revenues are not calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, revenues as an indicator of operating performance.

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

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

* Calculation is not meaningful.

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

to FFO attributable to OUTFRONT Media Inc.

and AFFO attributable to OUTFRONT Media Inc., and Revenues to organic revenues.

and AFFO attributable to OUTFRONT Media Inc.

Analysis of Results of Operations

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

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

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

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

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

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Revenues to the Consolidated Financial Statements.)

Three Months Ended Nine Months Ended

September 30, % September 30, %

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

Total revenues $ 467.5 $ 451.9 3 % $ 1,318.4 $ 1,337.7 (1) %

Organic revenues (a)

$ 467.5 $ 451.9 3 $ 1,318.4 $ 1,302.8 1

Non-organic revenues — — * — 34.9 *

Three Months Ended

(in millions, except percentages) 2026 2025 Change

Total revenues $ 429.6 $ 390.7 10 %

* Calculation is not meaningful.

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

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

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

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

Three Months Ended Nine Months Ended

September 30, % September 30, %

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

Total revenues increased $38.9 million, or 10%, in the three months ended March 31, 2026, compared to the same prior-year period.

Three Months Ended

(in millions, except percentages) 2026 2025 Change

Operating $ 227.5 $ 221.3 3 %

Selling, general and administrative 107.3 114.7 (6)

Restructuring charges 0.3 — * 20.1 — *

Net (gain) loss on dispositions 1.4 1.5 (7) 2.6 (153.6) *

Impairment charges — — * — 17.9 *

Net loss on dispositions 1.0 0.1 *

Depreciation 20.7 23.6 (12)

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Operating Expenses

Three Months Ended Nine Months Ended

September 30, % September 30, %

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

Three Months Ended

(in millions, except percentages) 2026 2025 Change

Operating expenses:

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Total operating expenses $ 227.5 $ 221.3 3

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

The decreases in billboard property lease expenses as a percentage of total revenues in the three and nine months ended September 30, 2025, compared to the same prior-year periods were primarily due to lower variable billboard property lease costs driven by higher relative revenue performance in advertising markets that have lower variable billboard property lease costs and lower revenue performance in advertising markets that have higher variable billboard property lease costs (see Note 5.

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

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

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

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

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

The increase in transit franchise expenses, as a percentage of total revenues in the nine months ended September 30, 2025, compared to the same prior-year periods, were primarily driven by higher guaranteed minimum annual payments to the MTA due to inflation, lower Billboard revenues, partially offset by the impact of the Transaction.

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

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

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

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

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

Billboard property lease expenses represented 26% of total revenues in the three months ended March 31, 2026, and 28% in the three months ended March 31, 2025.

The decrease in billboard property lease expenses as a percentage of total revenues in the three months ended March 31, 2026, compared to the same prior-year period were primarily due to higher Transit revenues, higher proceeds from condemnations and the impact of lost billboards in the period.

Billboard property lease expenses increased $2.1 million, or 2%, in the three months ended March 31, 2026, compared to the same prior-year period, primarily due to higher variable billboard property lease expenses, partially offset by the impact of lost billboards in the period.

Transit franchise expenses represented 14% of total revenues in the three months ended March 31, 2026, and 15% in the three months ended March 31, 2025.

The decrease in transit franchise expenses, as a percentage of total revenues in the three months ended March 31, 2026, compared to the same prior-year period, was primarily driven by higher Transit revenues, mainly due to MTA revenues growing at a faster rate than the inflationary adjustment to the guaranteed minimum annual payments to the MTA.

Transit franchise expenses increased $1.7 million, or 3%, in the three months ended March 31, 2026, compared to the same prior-year period, primarily due to higher guaranteed minimum annual payments to the MTA due to inflation.

Posting, maintenance and other expenses, as a percentage of total revenues, were 13% in the three months ended March 31, 2026 and 14% in the three months ended March 31, 2025.

Posting, maintenance and other expenses increased $2.4 million, or 4%, in the three months ended March 31, 2026, compared to the same prior-year period, primarily due to higher production expenses and higher maintenance and utility costs.

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

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

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

SG&A expenses decreased $7.4 million, or 6%, in the three months ended March 31, 2026, compared to the same prior-year period, primarily due to lower compensation-related expenses, including severance and salaries, and lower credit card usage by customers, partially offset by higher professional fees, including software and technology expenses, a higher allowance for bad debt and higher client entertainment expenses.

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

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

Restructuring Charges

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

In the nine months ended September 30, 2025, the restructuring charges include approximately $2.2 million in non-cash charges for stock-based compensation.

Net (Gain) Loss on Dispositions

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

Net loss on dispositions was $2.6 million in the nine months ended September 30, 2025, compared to a Net gain on dispositions of $153.6 million in the nine months ended September 30, 2024, due primarily to the Transaction.

Impairment Charges

As a result of negative aggregate undiscounted cash flow forecasts related to our MTA asset group, we performed quarterly impairment analyses on the MTA asset group during 2024 and recorded impairment charges of $17.9 million during the nine months ended September 30, 2024, representing additional MTA equipment deployment cost spending during the first six months of 2024 (see Note 4.

Intangible Assets to the Consolidated Financial Statements).

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

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

Depreciation increased $14.1 million, or 25%, in the nine months ended September 30, 2025, compared to the same prior-year period.

The increases were due primarily to higher depreciation related to the change in estimated useful life of certain advertising displays.

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

Net Loss on Dispositions

Net loss on dispositions increased $0.9 million in the three months ended March 31, 2026, compared to the three months ended March 31, 2025.

Depreciation decreased $2.9 million, or 12%, in the three months ended March 31, 2026, compared to the same prior-year period, primarily due to an increase in fully-depreciated assets.

Amortization increased $0.1 million, or 1%, in the three months ended March 31, 2026, compared to the same prior-year period.

Interest Expense, Net

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

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

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

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

Interest expense, net, decreased in the nine months ended September 30, 2025, compared to the same prior-year period, primarily due to a lower average debt balance and lower interest rates.

Loss on Extinguishment of Debt

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

In the nine months ended September 30, 2024, we recorded a loss on extinguishment of debt of $1.2 million, relating to the write-off of deferred financing costs and a portion of the discount on our previously existing term loan, due to prepayments on our previously existing term loan.

Benefit (Provision) for Income Taxes

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

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

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

Net income before allocation to redeemable and non-redeemable noncontrolling interests decreased $134.5 million, or 73%, in the nine months ended September 30, 2025, compared to the same prior-year period, primarily driven by a gain on disposition related to the Transaction in 2024 and restructuring charges in 2025, partially offset by impairment charges incurred in 2024, higher transit revenues and lower interest expense.

Interest expense, net, was $36.0 million (including $1.4 million of deferred financing costs) in the three months ended March 31, 2026, and $36.0 million (including $1.5 million of deferred financing costs) in the same prior-year period.

Interest expense, net, in the three months ended March 31, 2026, was comparable to the same prior-year period.

Provision for Income Taxes

Provision for income taxes decreased $0.1 million, or 20%, in the three months ended March 31, 2026, compared to the same prior-year period.

Net Income (Loss)

Net income before allocation to redeemable and non-redeemable noncontrolling interests was $19.3 million in the three months ended March 31, 2026, compared to Net loss before allocation to redeemable and non-redeemable noncontrolling interests of $20.7 million in the same prior-year period, primarily driven by higher transit revenues and higher proceeds from condemnations.

Reconciliation of Non-GAAP Financial Measures

Adjusted OIBDA

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

We calculate Adjusted OIBDA as operating income (loss) before depreciation, amortization, net (gain) loss on dispositions and

stock-based compensation.

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

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FFO reflects net income (loss) attributable to OUTFRONT Media Inc.

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

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

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

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

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

In addition, AFFO excludes restructuring charges and losses on extinguishment of debt, as well as certain non-

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

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

We use FFO and AFFO measures for managing our business and for planning and forecasting future periods, and each is an important indicator of our operational strength and business performance, especially compared to other REITs.

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It is management’s opinion that these supplemental measures provide users of our financial data with an important perspective on our operating performance and also make it easier to compare our results to other companies in our industry, as well as to REITs.

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

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

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

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

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

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

to FFO attributable to OUTFRONT Media Inc.

and AFFO attributable to OUTFRONT Media Inc.

Three Months Ended Nine Months Ended

September 30, September 30,

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

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

Three Months Ended

(in millions, except percentages) 2026 2025

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Operating income $ 55.9 $ 13.9

Restructuring charges (a)

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

Impairment charges — — — 17.9

Net loss on dispositions 1.0 0.1

Depreciation 20.7 23.6

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Adjusted OIBDA margin 23.4 % 16.4 %

Net income attributable to OUTFRONT Media Inc.

Net income (loss) attributable to OUTFRONT Media Inc.

$ 19.1 $ (20.6)

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Amortization of direct lease acquisition costs 13.0 13.2

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

Impairment charges (b)

Net loss on disposition of real estate assets 1.0 0.1

Adjustment related to redeemable and non-redeemable noncontrolling interests (0.1) (0.1)

Income tax effect of adjustments (c)

— (0.4) — 10.1

FFO attributable to OUTFRONT Media Inc.

99.7 82.7 196.6 188.8

Non-cash portion of income taxes — 0.5

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Maintenance capital expenditures (7.0) (6.3)

Restructuring charges (a)

Other depreciation 4.5 4.8

Other amortization 2.9 2.0

Impairment charges on non-real estate assets (b)

Stock-based compensation 5.6 9.5

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Amortization of deferred financing costs

1.4 1.5 4.4 4.6

Loss on extinguishment of debt 0.6 — 0.6 1.2

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

Income tax effect of adjustments (c)

(0.1) — (0.8) —

AFFO attributable to OUTFRONT Media Inc.

$ 61.0 $ 27.1

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

In the nine months ended September 30, 2025, Restructuring charges associated with the Plan consists of severance payments, employee benefits and related costs, and professional fees, and includes approximately $2.2 million in non-cash charges for stock-based compensation.

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

Intangible Assets to the Consolidated Financial Statements).

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

FFO attributable to OUTFRONT Media Inc.

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

taxes in 2025 and higher interest expense.

AFFO attributable to OUTFRONT Media Inc.

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

FFO attributable to OUTFRONT Media Inc.

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

increased $37.0 million, or 140%, in the three months ended March 31, 2026, compared to the same prior-year period, due primarily to higher Adjusted OIBDA.

AFFO attributable to OUTFRONT Media Inc.

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

increased $33.9 million, or 125%, in the three months ended March 31, 2026, compared to the same prior-year period, due primarily to higher Adjusted OIBDA and a higher non-cash effect of straight-line rent, partially offset by lower equity earnings.

Segment Results of Operations

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

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

Historical operating results of our Canadian operations are included in Other (see Note 18.

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

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

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

Three Months Ended Nine Months Ended

September 30, September 30,

Included in Other are operating results for third-party digital equipment sales, which does not meet the criteria to be a reportable segment.

The following table presents our Revenues , Adjusted OIBDA and Operating income by segment in the three months ended March 31, 2026 and 2025.

Three Months Ended

(in millions) 2026 2025

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Operating income $ 55.9 $ 13.9

Restructuring charges (a)

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

Impairment charges — 0.0 — 17.9

Net loss on dispositions 1.0 0.1

Depreciation 20.7 23.6

Amortization 17.2 17.1

Stock-based compensation (b)

5.6 7.0 21.1 21.8

Stock-based compensation (a)

Total Adjusted OIBDA $ 100.4 $ 64.2

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Total operating income $ 55.9 $ 13.9

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

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

Three Months Ended Nine Months Ended

September 30, % September 30, %

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

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

Three Months Ended

(in millions, except percentages) 2026 2025 Change

Operating income $ 82.5 $ 61.0 35 %

Restructuring charges 0.2 — * 8.4 — *

Net loss on dispositions 0.9 0.7 29

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

8 % 10 % 8 % 9 %

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

13 % 14 % 14 % 15 %

* Calculation is not meaningful.

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

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

The decreases were driven by the impact of lost billboards in the period and lower proceeds from condemnations, partially offset by an increase in average revenue per display (yield), including the impact of programmatic platforms on digital billboard revenues.

We expect lost billboards to continue to adversely impact Billboard segment revenue performance throughout the remainder of 2025, particularly in the New York and Los Angeles metropolitan areas.

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

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

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

Billboard segment property lease expenses decreased $21.2 million, or 6%, in the nine months ended September 30, 2025, compared to same prior-year period.

The decreases were primarily driven by the impact of lost billboards and lower variable billboard property lease costs.

We expect Billboard segment property lease expenses to decline throughout the remainder of 2025, compared to the same prior-year periods, as a result of lost billboards.

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

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

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

SG&A expenses in the

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

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

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

Three Months Ended Nine Months Ended

September 30, % September 30, %

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

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

Restructuring charges 0.1 — * 3.7 — *

Net loss on dispositions 1.4 — * 0.7 0.1 *

Impairment charges — — * — 17.9 *

Billboard segment revenues increased $22.2 million, or 7%, in the three months ended March 31, 2026, compared to the same prior-year period, reflecting higher proceeds from condemnations and an increase in average revenue per display (yield), including the impact of programmatic platforms on digital billboard revenues, partially offset by the impact of lost billboards in the period.

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

We generated approximately 34% in the three months ended March 31, 2026, and 39% in the three months ended March 31, 2025, of our Billboard segment revenues from enterprise advertising campaigns.

Billboard segment property lease expenses represented 33% of Billboard segment revenues in the three months ended March 31, 2026, and 35% in the three months ended March 31, 2025.

Billboard segment property lease expenses increased $2.1 million, or 2%, in the three months ended March 31, 2026, compared to same prior-year period, primarily driven by higher variable billboard property lease costs, partially offset by the impact of lost billboards in the period.

Billboard segment posting maintenance and other expenses increased $1.4 million, or 4%, in the three months ended March 31, 2026, compared to the same prior-year period, primarily driven by higher maintenance and utilities, higher site-related costs and higher compensation-related expenses.

SG&A expenses in the Billboard segment increased $1.3 million, or 2%, in the three months ended March 31, 2026, compared to the same prior-year period, primarily driven by higher professional fees, including software and technology expenses, and a higher allowance for bad debt, partially offset by lower credit card usage by customers and lower compensation-related expenses.

Billboard segment Adjusted OIBDA increased $17.4 million, or 18%, in the three months ended March 31, 2026, compared to the same prior-year period.

Billboard segment Adjusted OIBDA margin was 35.0% in the three months ended March 31, 2026, and 31.9% in the three months ended March 31, 2025.

Three Months Ended

(in millions, except percentages) 2026 2025 Change

Operating loss $ (6.4) $ (17.0) (62) %

Net (gain) loss on dispositions 0.1 (0.6) *

Depreciation 2.6 2.0 30

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

63 % 57 % 59 % 56 %

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

7 % 7 % 7 % 8 %

* Calculation is not meaningful.

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

Transit segment revenues increased $29.1 million, or 11%, in nine months ended September 30, 2025, compared to the same prior-year period.

The increases were primarily due to an increase in average revenue per display (yield), partially offset by the impact of new and lost transit franchise contracts in the periods.

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

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

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

The increases were primarily driven by higher guaranteed minimum annual payments to the MTA due to inflation.

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

$3.5 million, or 7%, in the nine months ended September 30, 2025, compared to the same prior-year period.

The increases were primarily driven by higher maintenance and utility costs, and higher site-related costs.

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

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

We recorded impairment charges of $17.9 million in the six months ended June 30, 2024, primarily related to impairment charges with respect to our MTA asset group and our historical Transit reporting unit (see Note 4.

Intangible Assets to the Consolidated Financial Statements).

Transit segment Adjusted OIBDA was $15.7 million in the three months ended September 30, 2025, compared to an Adjusted OIBDA loss of $2.9 million in the same prior-year period, due primarily to a larger increase in Transit segment revenues compared to a smaller increase in Transit segment operating expenses.

Transit segment Adjusted OIBDA was $8.7 million in the nine months ended September 30, 2025, compared to an Adjusted OIBDA loss of $13.7 million in the same prior-year period, due primarily to a larger increase in Transit segment revenues compared to a smaller increase in Transit segment operating expenses.

Three Months Ended Nine Months Ended

September 30, % September 30, %

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

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

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

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

Revenues $ 2.3 $ 0.4 * $ 7.2 $ 35.7 (80)

Organic revenues (a) :

$ 2.3 $ 0.4 * $ 7.2 $ 0.8 *

Non-organic revenues — — * — 34.9 *

Total revenues 2.3 0.4 * 7.2 35.7 (80)

Operating expenses:

Billboard property lease — — * — (10.5) *

Transit Franchise — — * — (1.8) *

Posting, maintenance and other (1.9) (0.4) * (5.7) (9.8) (42)

Total operating expenses (1.9) (0.4) * (5.7) (22.1) (74)

SG&A expenses — (0.1) * (0.1) (11.2) (99)

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

Adjusted OIBDA margin 17.4 % (25.0) % 19.4 % 6.7 %

* Calculation is not meaningful.

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

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

Total Other revenues decreased $28.5 million, or 80%, in the nine months ended September 30, 2025, compared to the same prior-year period, primarily driven by the impact of the Transaction, partially offset by an increase in third-party digital equipment sales.

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

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

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

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

Other operating expenses decreased $16.4 million, or 74%, in the nine months ended September 30, 2025, compared to the same prior-year period, primarily driven by the impact of the Transaction, partially offset by higher costs related to third-party digital equipment sales.

Other SG&A expenses decreased $0.1 million in the three months ended September 30, 2025, compared to the same prior-year period, due to lower costs related to third-party digital equipment sales.

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

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

Other Adjusted OIBDA decreased $1.0 million, or 42%, in the nine months ended September 30, 2025, compared to the same prior-year period, due primarily to the impact of the Transaction, partially offset by an increase in third-party digital equipment sales.

Transit segment revenues increased $17.3 million, or 22%, in the three months ended March 31, 2026, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield), partially offset by the impact of new and lost transit franchise contracts.

We generated approximately 49% in the three months ended March 31, 2026 and 54% in the three months ended March 31, 2025, of our Transit segment revenues from enterprise advertising campaigns.

Transit segment franchise expenses represented 63% of Transit segment revenues in the three months ended March 31, 2026, and 75% in the three months ended March 31, 2025.

Transit segment franchise expenses increased $1.7 million, or 3%, in the three months ended March 31, 2026, compared to the same prior-year period, primarily driven by higher guaranteed minimum annual payments to the MTA due to inflation.

Transit segment posting, maintenance and other expenses increased $1.3 million, or 8%, in the three months ended March 31, 2026, compared to the same prior-year period, primarily driven by higher display production costs and higher posting and rotation costs.

SG&A expenses in the Transit segment increased $1.5 million, or 9%, in the three months ended March 31, 2026, compared to the same prior-year period, primarily driven by higher compensation-related expenses, including severance and commissions, higher professional fees, including software and technology expenses, partially offset by lower credit card usage by customers.

Transit segment Adjusted OIBDA loss decreased $12.8 million, or 90%, in the three months ended March 31, 2026, compared to the same prior-year period, due primarily to a larger increase in Transit segment revenues compared to a smaller increase in Transit segment operating expenses.

Total Other revenues decreased $0.6 million, or 26%, operating expenses decreased $0.3 million, or 17%, and Other Adjusted OIBDA decreased $0.3 million, or 60%, in the three months ended March 31, 2026, compared to the same prior-year period, due primarily to a decrease in third-party digital equipment sales.

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

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

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

Corporate expenses, excluding stock-based compensation, decreased $6.3 million, or 30%, in the three months ended March 31, 2026,

compared to the same prior-year period, primarily due to lower compensation-related expenses, including severance, and lower professional fees, including fees related to a management consulting project.

Liquidity and Capital Resources

(in millions, except percentages) September 30,

(in millions, except percentages) March 31,

2026 December 31, 2025 % Change

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Prepaid lease and transit franchise costs 2.6 5.1 (49)

Prepaid MTA equipment deployment costs 0.2 — *

Other prepaid expenses 25.6 21.9 17

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Deferred revenues 60.1 57.7 4

Short-term debt — 10.0 *

Short-term operating lease liabilities 179.5 172.9 4

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

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

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

Consistent with this strategy, we regularly evaluate potential acquisitions, ranging from small transactions to larger acquisitions, which transactions and transaction-related expenses will be funded through cash on hand, additional borrowings, equity or other securities, or some combination thereof.

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

Although we have taken several actions to date to enhance our financial flexibility and increase our liquidity, our short-term and long-term cash needs and related funding capability may be adversely affected if cash on hand and operating cash flows decrease in 2025, and our ability to issue debt and equity securities and/or borrow under our existing or new credit facilities on reasonable pricing terms, or at all, may become uncertain.

decrease in 2026, and our ability to issue debt and equity securities and/or borrow under our existing or new credit facilities on reasonable pricing terms, or at all, may become uncertain.

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

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

Under the current MTA agreement, which was amended in June 2020 and July 2021 and is subject to modification as agreed-upon by us and the MTA (as amended, the “MTA Agreement”):

Working capital was a deficit of $90.7 million as of March 31, 2026, compared to a deficit of $41.6 million as of December 31, 2025, primarily driven by a lower cash balance, lower receivables and higher short-term operating lease liabilities, partially offset by lower bonus accruals, lower accounts payable and lower accrued interest.

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 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 ability of the MTA 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”).

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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.

Intangible Assets to the Consolidated Financial Statements).

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

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

For any deployment costs deemed authorized after December 31, 2020, the MTA and the Company will no longer be obligated to directly pay 70% and 30% of the costs, respectively, and these costs will be subject to recoupment in accordance with the MTA Agreement.

We did not recoup any equipment deployment costs in the nine months ended September 30, 2025.

In addition, we currently do not expect to recoup any equipment deployment costs throughout the remainder of the Amended Term (as defined below) of the MTA Agreement.

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

We expect MTA equipment deployment costs to be approximately $30.0 million to $40.0 million annually throughout the remainder of the Amended Term (as defined below) of the MTA Agreement and encompass replacement costs.

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

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

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

We did not recoup any equipment deployment costs in the three months ended March 31, 2026.

However, we do expect to recoup some equipment deployment costs throughout the remainder of the Amended Term (as defined below) of the MTA Agreement, beginning in 2026.

We expect our MTA equipment deployment costs to be approximately $35.0 million in 2026 and approximately $30.0 million to $40.0 million annually throughout the remainder of the Amended Term (as defined below) of the MTA Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

As of March 31, 2026, we have issued surety bonds in favor of the MTA totaling approximately $72.3 million, which amount is subject to change as equipment installations are completed and revenues are generated.

As indicated in the table below, during the three months ended March 31, 2026, we incurred equipment deployment costs of $1.4 million, for a total of $630.4 million to date, of which $33.9 million had been recouped from incremental revenues to date.

As of March 31, 2026, 27,354 digital displays had been installed, composed of 5,015 digital advertising screens on subway and train platforms and entrances, 15,904 smaller-format digital advertising screens on rolling stock and 6,435 MTA communications displays.

In the three months ended March 31, 2026, no installations occurred.

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.

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

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

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

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

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

Based on MTA revenue performance in the first quarter of 2026 and our outlook for the remainder of the year, we currently expect to recoup a portion of equipment deployment cost spending beginning in 2026.

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

Three months ended March 31, 2026:

Prepaid MTA equipment deployment costs $ — $ 0.2 $ — $ — $ — $ 0.2

Intangible assets (franchise agreements) 27.4 1.2 — (1.5) — 27.1

Total $ 27.4 $ 1.4 $ — $ (1.5) $ — $ 27.3

Year Ended December 31, 2025:

Other current assets $ 1.1 $ (0.2) $ (0.9) $ — $ — $ —

Intangible assets (franchise agreements) 10.8 20.3 — (3.7) — 27.4

Total $ 11.9 $ 20.1 $ (0.9) $ (3.7) $ — $ 27.4

On May 7, 2026, we announced that our board of directors approved a quarterly cash dividend of $0.30 per share on our common stock payable on June 30, 2026, to stockholders of record at the close of business on June 5, 2026.

Debt, net, consists of the following:

(in millions, except percentages) September 30,

(in millions, except percentages) March 31,

2026 December 31,

Short-term debt:

AR Facility $ — $ 10.0

Total short-term debt — 10.0

Long-term debt:

Term loan 499.2 399.5

Term loan, due 2032 $ 499.3 $ 499.3

Senior secured notes:

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Total $ 3,127.0 $ 141.8 $ 860.7 $ 1,134.8 $ 989.7

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

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

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

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

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

In the nine months ended September 30, 2024, we recorded a Loss on extinguishment of debt of

$1.2 million on the Consolidated Statement of Operations, relating to the write-off of deferred financing costs and a portion of the discount on our previously existing term loan.

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

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

The interest rate on the term loan due in 2032 (the “Term Loan”) was 5.7% per annum as of March 31, 2026.

As of March 31, 2026, 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 September 30, 2025, there were no outstanding borrowings under the Revolving Credit Facility.

The commitment fee based on the amount of unused commitments under the Revolving Credit Facility was $0.5 million in the three months ended September 30, 2025, $0.5 million in the three months ended September 30, 2024, $1.5 million in the nine months ended September 30, 2025 and $1.5 million in the nine months ended September 30, 2024.

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

We also have a $500.0 million revolving credit facility, which matures in 2030 (the “Revolving Credit Facility,” together with the Term Loan, the “Senior Credit Facilities”).

As of March 31, 2026, there were no outstanding borrowings under the Revolving Credit Facility.

The commitment fee based on the amount of unused commitments under the Revolving Credit Facility was $0.4 million in the three months ended March 31, 2026, and $0.5 million in the three months ended March 31, 2025.

As of March 31, 2026, 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 September 30, 2025, we had issued letters of credit totaling approximately $67.2 million under our aggregate $81.0 million standalone letter of credit facilities.

The total fees under the letter of credit facilities were immaterial in each of the three and nine months ended September 30, 2025 and 2024.

As of March 31, 2026, we had issued letters of credit totaling approximately $67.2 million under our aggregate $81.0 million standalone letter of credit facilities.

The total fees under the letter of credit facilities were immaterial in each of the three months ended March 31, 2026 and 2025.

Accounts Receivable Securitization Facility

As of September 30, 2025, we have a $150.0 million revolving accounts receivable securitization facility (the “AR Facility”), which terminates in June 2027, unless further extended.

As of March 31, 2026, we have a $150.0 million revolving accounts receivable securitization facility (the “AR Facility”), which terminates in June 2027, unless further extended.

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

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

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

As of September 30, 2025, borrowing capacity remaining under the AR Facility was $150.0 million based on approximately $366.2 million of accounts receivable that could be used as collateral for the AR Facility in accordance with the agreements governing the AR Facility.

The commitment fee based on the amount of unused commitments under the AR Facility was $0.1 million in the three months ended September 30, 2025, $0.1 million in the three months ended September 30, 2024, $0.3 million in the nine months ended September 30, 2025, and $0.2 million in the nine months ended September 30, 2024.

As of March 31, 2026, there were no outstanding borrowings under the AR Facility.

As of March 31, 2026, borrowing capacity remaining under the AR Facility was $150.0 million based on approximately $351.4 million of accounts receivable that could be used as collateral for the AR Facility in accordance with the agreements governing the AR Facility.

The commitment fee based on the amount of unused commitments under the AR Facility was $0.1 million in each of the three months ended March 31, 2026 and 2025.

Debt Covenants

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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 September 30, 2025, our Consolidated Total Leverage Ratio was 4.8 to 1.0 in accordance with the Credit Agreement.

As of March 31, 2026, our Consolidated Total Leverage Ratio was 4.4 to 1.0 in accordance with the Credit Agreement.

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

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

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

As of March 31, 2026, our Consolidated Net Secured Leverage Ratio was 1.5 to 1.0 in accordance with the Credit Agreement.

As of March 31, 2026, we are in compliance with our debt covenants.

Deferred Financing Costs

As of September 30, 2025, we had deferred $21.7 million in fees and expenses associated with the Term Loan, the Revolving Credit Facility, the AR Facility and our senior notes.

As of March 31, 2026, we had deferred $19.1 million in fees and expenses associated with the Term Loan, the Revolving Credit Facility, the AR Facility and our senior notes.

We are amortizing the deferred fees through Interest expense, net, on our Consolidated Statement of Operations over the respective terms of the Term Loan, Revolving Credit Facility, AR Facility and our senior notes.

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We have no obligation to sell any of our common stock under the sales agreement and may at any time suspend solicitations and offers under the sales agreement.

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

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

Series A Preferred Stock Issuance

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

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

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

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

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

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

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

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

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

Subject to certain conditions set forth in the Articles (including a change of control), each of the Company and the holders of the Series A Preferred Stock may convert or redeem the Series A Preferred Stock at the prices set forth in the Articles, plus any accrued and unpaid dividends.

Reverse Stock Split

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

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

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

Nine Months Ended

September 30, %

No shares were sold under the ATM Program during the three months ended March 31, 2026.

As of March 31, 2026, we had approximately $232.5 million of capacity remaining under the ATM Program.

The following table presents our cash flows in the three months ended March 31, 2026 and 2025.

Three Months Ended

(in millions, except percentages) 2026 2025 Change

Net cash flow provided by operating activities $ 75.3 $ 33.6 124 %

Net cash flow provided by (used for) investing activities (87.3) 230.7 *

Net cash flow used for investing activities (38.0) (24.7) 54

Net cash flow used for financing activities (70.0) (25.3) 177

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

Net increase (decrease) in cash and cash equivalents

$ 16.1 $ (8.0) *

* Calculation is not meaningful.

Cash provided by operating activities increased $14.8 million, or 8%, in the nine months ended September 30, 2025, compared to the same prior-year period, due primarily to a higher net income, as adjusted for non-cash items, and an increase in restructuring reserves to be paid out in future periods, partially offset by a larger use of cash related to accounts payable and accrued expenses, driven by higher incentive compensation payments made in 2025, the timing of receivables and the timing of tax payments related to the Transaction in 2024.

Cash used by investing activities was $87.3 million in the nine months ended September 30, 2025, compared to Cash provided by investing activities of $230.7 million in the same prior-year period, due primarily to MTA franchise rights in 2025 and cash received from the Transaction in 2024.

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

Nine Months Ended

September 30, %

Net decrease in cash and cash equivalents $ (32.7) $ (16.4) 99

Cash provided by operating activities increased $41.7 million, or 124%, in the three months ended March 31, 2026, compared to the same prior-year period, due primarily to a higher net income, as adjusted for non-cash items, and the timing of accounts receivables and a decrease in accounts payable and accrued expenses, partially offset by a decrease in deferred revenues.

Cash used by investing activities increased $13.3 million, or 54%, in the three months ended March 31, 2026, compared to the same prior-year period, due primarily to an increase in capital expenditures and the equity investment in AdQuick, Inc.

Related Party Transactions to the Consolidated Financial Statements).

The following table presents our capital expenditures in the three months ended March 31, 2026 and 2025.

Three Months Ended

(in millions, except percentages) 2026 2025 Change

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Total capital expenditures $ 24.1 $ 17.2 40

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

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

Capital expenditures increased $6.9 million, or 40%, in the three months ended March 31, 2026, compared to the same prior-year period, primarily due to increased growth in digital displays, increased maintenance spending for billboard display upgrades and increased spending for safety-related projects.

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

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

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

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

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

existing term loan, made net repayments on the AR Facility of $25.0 million, paid total cash dividends of $156.4 million on our common stock, the Series A Preferred Stock and vested restricted share units granted to employees, and paid $23.9 million related to the exercise of a buy/sell arrangement by one of our joint venture partners resulting in our purchase of the outstanding noncontrolling interest in a consolidated subsidiary.

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

Cash used for financing activities increased $44.7 million, or 177%, in the three months ended March 31, 2026 compared to the same prior-year period.

In the three months ended March 31, 2026, we paid total cash dividends of $53.4 million on our common stock and vested restricted share units granted to employees.

In the three months ended March 31, 2025, we paid total cash dividends of $53.0 million on our common stock, the Series A Convertible Perpetual Preferred Stock and vested restricted share units granted to employees and drew net borrowings on the AR Facility of $40.0 million.

Cash paid for income taxes increased $0.4 million in the three months ended March 31, 2026, compared to the same prior-year period, due primarily to the timing of estimated tax payments.

Off-Balance Sheet Arrangements

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• Declines in advertising and general economic conditions;

• The severity and duration of pandemics, and the impact on our business, financial condition and results of operations;

• Competition;

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• Establishing operating partnerships as part of our REIT structure.

• Completing the Plan may be more difficult, costly, or time consuming for the Company and its management than expected and the anticipated benefits of the Plan, including but not limited to projected cost savings, may not be fully realized or realized at all.

While forward-looking statements reflect our good-faith beliefs, they are not guarantees of future performance.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis