What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-08 · 176 added, 109 removed, 502 unchanged (36% of the section changed)

2 unchanged sentences

Consolidated Statements of Financial Position

(in millions) March 31,

(in millions) June 30,

2026 December 31,

3 unchanged sentences

Prepaid lease and transit franchise costs 2.5 5.1

Prepaid MTA equipment deployment costs (Note 17) 0.2 —

Other prepaid expenses 20.1 21.9

14 unchanged sentences

Deferred revenues 54.7 57.7

Short-term debt (Note 8) 100.0 —

Short-term operating lease liabilities (Note 5) 178.7 172.9

20 unchanged sentences

Consolidated Statements of Operations

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions, except per share amounts) 2026 2025 2026 2025

2 unchanged sentences

Selling, general and administrative 123.0 110.6 230.3 225.3

Restructuring charges — 19.8 — 19.8

Net loss on dispositions 0.3 1.1 1.3 1.2

4 unchanged sentences

Interest expense, net ( 36.2 ) ( 36.5 ) ( 72.2 ) ( 72.5 )

Loss on extinguishment of debt ( 1.4 ) — ( 1.4 ) —

Income (loss) before provision for income taxes and equity in earnings of investee companies 78.5 19.7 98.4 ( 2.4 )

14 unchanged sentences

Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2026 2025 2026 2025

11 unchanged sentences

Additional Paid-In Capital Distribution in Excess of Earnings Accumulated Other Comprehensive Loss Total Stockholders’ Equity Non-controlling Interests

Balance as of

March 31, 2025 $ 17.4 $ 0.1 $ 119.8 $ 167.1 $ 1.7 $ 2,484.4 $ ( 1,919.1 ) $ ( 0.1 ) $ 566.9 $ 1.6

Net income — — — — — — 19.5 — 19.5 —

Stock-based payments:

Amortization — — — — — 8.2 — — 8.2 —

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

Series A Preferred Stock dividends ( 7 %)

— — — — — — ( 2.2 ) — ( 2.2 ) —

Dividends ($ 0.30 per share)

— — — — — — ( 50.5 ) — ( 50.5 ) —

Adjustment to redeemable value of noncontrolling interests 1.9 — — — — ( 1.9 ) — — ( 1.9 ) —

Other 0.1 — — — — — — — — ( 0.1 )

Balance as of

June 30, 2025 $ 19.4 0.1 $ 119.8 167.1 $ 1.7 $ 2,489.8 $ ( 1,952.3 ) $ ( 0.1 ) $ 539.1 $ 1.5

Balance as of

March 31, 2026 $ 25.8 $ 176.1 $ 1.8 $ 2,604.6 $ ( 1,944.6 ) $ 0.1 $ 661.9 $ 1.5

Net income 0.2 — — — 77.5 — 77.5 —

Stock-based payments:

Vested — 0.1 — — — — — —

Amortization — — — 6.9 — — 6.9 —

Shares paid for tax withholding for stock-based payments — ( 0.1 ) — ( 0.3 ) — — ( 0.3 ) —

Dividends ($ 0.30 per share)

— — — — ( 53.0 ) — ( 53.0 ) —

Adjustment to redeemable value of noncontrolling interests ( 0.3 ) — — 0.3 — — 0.3 —

Other — — — — — — — ( 0.1 )

Balance as of

June 30, 2026 $ 25.7 176.1 $ 1.8 $ 2,611.5 $ ( 1,920.1 ) $ 0.1 $ 693.3 $ 1.4

OUTFRONT Media Inc.

Consolidated Statements of Redeemable Noncontrolling Interests, Preferred Stock and Equity (Continued)

Stockholders’ Equity

(in millions, except per share amounts) Redeemable Non-controlling Interests Shares of Series A Preferred Stock Series A Preferred Stock ($ 0.01 per share par value)

Shares of Common Stock Common Stock ($ 0.01 per share par value)

Additional Paid-In Capital Distribution in Excess of Earnings Accumulated Other Comprehensive Loss Total Stockholders’ Equity Non-controlling Interests

Balance as of December 31, 2024 $ 13.6 0.1 $ 119.8 166.0 $ 1.7 $ 2,493.6 $ ( 1,846.2 ) $ ( 0.1 ) $ 649.0 $ 1.6

11 unchanged sentences

Balance as of

March 31, 2025 $ 17.4 0.1 $ 119.8 167.1 $ 1.7 $ 2,484.4 $ ( 1,919.1 ) $ ( 0.1 ) $ 566.9 $ 1.6

June 30, 2025 $ 19.4 0.1 $ 119.8 167.1 $ 1.7 $ 2,489.8 $ ( 1,952.3 ) $ ( 0.1 ) $ 539.1 $ 1.5

Balance as of December 31, 2025 $ 22.0 175.2 $ 1.8 $ 2,619.3 $ ( 1,910.8 ) $ 0.1 $ 710.4 $ 1.5

7 unchanged sentences

Adjustment to redeemable value of noncontrolling interests 3.3 — — ( 3.3 ) — — ( 3.3 ) —

Other — — — — — — — ( 0.1 )

Balance as of

March 31, 2026 $ 25.8 176.1 $ 1.8 $ 2,604.6 $ ( 1,944.6 ) $ 0.1 $ 661.9 $ 1.5

June 30, 2026 $ 25.7 176.1 $ 1.8 $ 2,611.5 $ ( 1,920.1 ) $ 0.1 $ 693.3 $ 1.4

See accompanying notes to unaudited consolidated financial statements.

1 unchanged sentence

Consolidated Statements of Cash Flows

Three Months Ended

Six Months Ended

(in millions) 2026 2025

9 unchanged sentences

Net loss on dispositions 1.3 1.2

Loss on extinguishment of debt 1.4 —

Equity in earnings of investee companies, net of tax 0.1 ( 1.9 )

3 unchanged sentences

Decrease in receivables 8.1 2.8

Increase in prepaid MTA equipment deployment costs ( 0.2 ) —

(Increase) decrease in prepaid expenses and other current assets ( 3.5 ) 0.8

Decrease in prepaid expenses and other current assets 5.0 5.9

Decrease in accounts payable and accrued expenses ( 33.4 ) ( 17.5 )

Increase in operating lease assets and liabilities 6.3 7.7

Increase in deferred revenues 2.4 16.7

Increase (decrease) in income taxes — 0.5

Increase (decrease) in deferred revenues ( 3.0 ) 1.7

Decrease in income taxes ( 0.9 ) ( 0.7 )

Other, net 4.5 ( 4.3 )

9 unchanged sentences

Financing activities:

Proceeds from long-term debt borrowings 500.0 —

Repayments of long-term debt borrowings ( 650.0 ) —

Proceeds from borrowings under short-term debt facilities 100.0 90.0

Repayments of borrowings under short-term debt facilities — ( 30.0 )

Payments of deferred financing costs ( 6.7 ) ( 0.1 )

Taxes withheld for stock-based compensation ( 16.6 ) ( 12.2 )

4 unchanged sentences

Consolidated Statements of Cash Flows (Continued)

Three Months Ended

Six Months Ended

(in millions) 2026 2025

23 unchanged sentences

In the opinion of our management, the accompanying unaudited consolidated financial statements reflect all adjustments, consisting of normal and recurring adjustments, necessary for a fair presentation of our financial position, results of operations and cash flows for the periods presented.

Certain reclassifications of prior years’ data have been made to conform to the current period’s presentation.

These financial statements should be read in conjunction with the more detailed financial statements and notes thereto, included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026.

11 unchanged sentences

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

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

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

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

5 unchanged sentences

Early adoption is permitted.

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

In November 2024 and January 2025, the FASB issued guidance to improve disclosure of expenses by providing more detailed

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

information about specific expense categories included in commonly presented financial statement expense captions in the notes to the financial statements.

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

The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

4 unchanged sentences

The table below presents the balances of major classes of assets and accumulated depreciation.

(in millions) Estimated Useful Lives March 31,

(in millions) Estimated Useful Lives June 30,

2026 December 31,

8 unchanged sentences

Property and equipment, net $ 644.3 $ 643.8

Depreciation expense was $ 20.7 million in the three months ended March 31, 2026, and $ 23.6 million in the three months ended March 31, 2025.

Depreciation expense was $ 20.0 million in the three months ended June 30, 2026, $ 23.6 million in the three months ended June 30, 2025, $ 40.7 million in the six months ended June 30, 2026, and $ 47.2 million in the six months ended June 30, 2025.

Intangible Assets

3 unchanged sentences

(in millions) Gross Accumulated Amortization Impairment Net

As of March 31, 2026:

As of June 30, 2026:

Permits and leasehold agreements $ 1,552.6 $ ( 1,009.0 ) $ — $ 543.6

10 unchanged sentences

(a) We reclassified all Prepaid MTA equipment deployment costs and recorded impairments in the first and second quarters of 2024, due to the long-term outlook of our Transit reporting unit.

In the three months ended March 31, 2026, we acquired 6 displays, resulting in amortizable intangible assets for permits and leasehold agreements of $ 7.7 million, which are amortized using the straight-line method over their estimated useful lives, an average period of 18.4 years.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

In the six months ended June 30, 2026, we acquired 21 displays, resulting in amortizable intangible assets for permits and leasehold agreements of $ 16.7 million, which are amortized using the straight-line method over their estimated useful lives, an average period of 15.9 years.

All of our intangible assets, except goodwill, are subject to amortization.

Amortization expense was $ 17.2 million in the three months ended March 31, 2026, and $ 17.1 million in the three months ended March 31, 2025.

Amortization expense was $ 17.0 million in the three months ended June 30, 2026, $ 17.4 million in the three months ended June 30, 2025, $ 34.2 million in the six months ended June 30, 2026, and $ 34.5 million in the six months ended June 30, 2025.

The following table presents our operating lease assets and liabilities:

(in millions, except years and percentages) March 31,

(in millions, except years and percentages) June 30,

2026 December 31,

5 unchanged sentences

The components of our lease expenses were as follows:

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2026 2025 2026 2025

4 unchanged sentences

Leased assets obtained in exchange for new operating lease liabilities 84.7 57.2 180.7 113.3

For each of the three months ended March 31, 2026 and 2025, sublease income related to office properties was immaterial.

We recorded rental income of $ 296.2 million for the three months ended March 31, 2026, and $ 289.1 million for the three months ended March 31, 2025, in Revenues on our Consolidated Statement of Operations.

For each of the three and six months ended June 30, 2026 and 2025, sublease income related to office properties was immaterial.

We recorded rental income of $ 349.8 million for the three months ended June 30, 2026, $ 324.7 million for the three months ended June 30, 2025, $ 646.0 million for the six months ended June 30, 2026, and $ 613.8 million for the six months ended June 30, 2025, in Revenues on our Consolidated Statement of Operations.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Asset Retirement Obligation

7 unchanged sentences

Liabilities settled ( 1.8 )

As of March 31, 2026 $ 34.1

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

As of June 30, 2026 $ 33.8

Related Party Transactions

11 unchanged sentences

and (iii) in the event of a termination of the Billboard Agreement by the Providence Affiliate after a sale to a third-party, we may in certain circumstances be entitled to receive a termination payment.

As of March 31, 2026, operating lease assets related to the Billboard Agreement were $ 74.8 million , current operating lease liabilities related to the Billboard Agreement were $ 6.2 million and non-current operating lease liabilities related to the Billboard Agreement were $ 81.4 million , and are included in Operating lease assets, current Operating lease liabilities and non-current Operating lease liabilities , respectively, on the Consolidated Statements of Financial Position.

Billboard revenues related to the Billboard Agreement were $ 2.3 million in the three months ended March 31, 2026, and $ 3.0 million in the three months ended March 31, 2025, and recorded in Revenues on the Consolidated Statement of Operations.

Operating lease expenses related to the Billboard Agreement were $ 2.8 million in the three months ended March 31, 2026, and $ 3.0 million in the three months ended March 31, 2025, and recorded in Operating expenses on the Consolidated Statement of Operations.

As of June 30, 2026, operating lease assets related to the Billboard Agreement were $ 72.7 million , current operating lease liabilities related to the Billboard Agreement were $ 6.3 million and non-current operating lease liabilities related to the Billboard Agreement were $ 79.7 million , and are included in Operating lease assets, current Operating lease liabilities and non-current Operating lease liabilities , respectively, on the Consolidated Statements of Financial Position.

Billboard revenues related to the Billboard Agreement were $ 2.5 million in the three months ended June 30, 2026, $ 3.1 million in the three months ended June 30, 2025, $ 4.8 million in the six months ended June 30, 2026, and $ 6.1 million in the six months ended June 30, 2025, and recorded in Revenues on the Consolidated Statement of Operations.

Operating lease expenses related to the Billboard Agreement were $ 2.7 million in the three months ended June 30, 2026, $ 2.9 million in the three months ended June 30, 2025, $ 5.5 million in the six months ended June 30, 2026,

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

and $ 5.9 million in the six months ended June 30, 2025, and recorded in Operating expenses on the Consolidated Statement of Operations.

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

(“AdQuick”), pursuant to which, among other things, (i) AdQuick licenses its out-of-home sales cloud product to the Company for an initial non-cancellable three-year term (including a specified exclusivity period) for an annual fee of $ 17.0 million;

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

We expect AdQuick to be a related party upon the achievement of, and payment with respect to, certain of these milestones.

In the three months ended March 31, 2026, we recorded expense of $ 2.0 million within Selling, general and administrative expenses.

We recorded expense of $ 4.3 million in the three months ended June 30, 2026, and $ 6.3 million in the six months ended June 30, 2026, within Selling, general and administrative expenses.

The initial investment has been recorded as a cost method investment in Other assets on our Consolidated Statement of Financial Position.

1 unchanged sentence

Additionally, we have a 50 % ownership interest in one active joint venture that operates transit shelters in the greater Los Angeles area and two active joint ventures which operate a total of nine billboard displays in New York and Boston.

All of these joint ventures are accounted for as equity investments.

These investments totaled $ 8.6 million as of March 31, 2026, and $ 9.0 million as of December 31, 2025, and are included in Other assets on the Consolidated Statements of Financial Position.

We provided sales and management services to these joint ventures and recorded management fees in Revenues on the Consolidated Statement of Operations of $ 0.6 million in each of the three months ended March 31, 2026 and 2025.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

These joint ventures are accounted for as equity investments.

These investments totaled $ 8.6 million as of June 30, 2026, and $ 9.0 million as of December 31, 2025, and are included in Other assets on the Consolidated Statements of Financial Position.

We provided sales and management services to these joint ventures and recorded management fees in Revenues on the Consolidated Statement of Operations of $ 0.9 million in the three months ended June 30, 2026, $ 0.7 million in the three months ended June 30, 2025, $ 1.5 million in of the six months ended June 30, 2026 and $ 1.3 million in the six months ended June 30, 2025.

Debt, net, consists of the following:

(in millions, except percentages) March 31,

(in millions, except percentages) June 30,

2026 December 31,

Short-term debt:

AR Facility $ 100.0 $ —

Total short-term debt 100.0 —

Long-term debt:

6 unchanged sentences

4.625 % senior unsecured notes, due 2030

6.000 % senior unsecured notes, due 2034

Total senior unsecured notes 1,500.0 1,650.0

3 unchanged sentences

Weighted average cost of debt 5.5 % 5.3 %

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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

The interest rate on the term loan due in 2032 (the “Term Loan”) was 5.4 % per annum as of June 30, 2026.

As of June 30, 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.

1 unchanged sentence

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.

As of June 30, 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 $ 0.5 million in the three months ended June 30, 2026, $ 0.5 million in the three months ended June 30, 2025, $ 0.9 million in the six months ended June 30, 2026, and $ 1.0 million in the six months ended June 30, 2025.

As of June 30, 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 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.

As of June 30, 2026, we had issued letters of credit totaling approximately $ 67.4 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 six months ended June 30, 2026 and 2025.

Accounts Receivable Securitization Facility

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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

As of June 30, 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”).

6 unchanged sentences

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 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.

As of June 30, 2026, there were $ 100.0 million in outstanding borrowings under the AR Facility at a borrowing rate of 5.0 %.

As of June 30, 2026, borrowing capacity remaining under the AR Facility was $ 50.0 million based on approximately $ 431.0 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 $ 0.2 million in the three months ended June 30, 2026, $ 0.1 million in the three months ended June 30, 2025, $ 0.3 million in the six months ended June 30, 2026 and $ 0.2 million in the six months ended June 30, 2025.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Senior Unsecured Notes

On June 12, 2026, the Company, along with its wholly-owned subsidiaries, Outfront Media Capital LLC (“Finance LLC”) and Outfront Media Capital Corporation (together with Finance LLC, the “Borrowers”) issued $ 500.0 million aggregate principal amount of 6.000 % Senior Unsecured Notes due 2034 (the “2034 Notes”) in a private placement.

The 2034 Notes are senior unsecured obligations of the Borrowers and are guaranteed on a senior unsecured basis by the Company and each of its direct and indirect domestic subsidiaries that guarantee the Senior Credit Facilities.

Interest on the 2034 Notes is payable on June 15 and December 15 of each year, beginning on December 15, 2026 .

On or after June 15, 2029, the Borrowers may redeem at any time, or from time to time, some or all of the 2034 Notes.

Prior to such date, the Borrowers may redeem up to 40 % of the aggregate principal amount of the 2034 Notes in an amount not to exceed the net cash proceeds from certain equity offerings, at a redemption price of 106.000 % of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption, provided that at least 50 % of the aggregate principal amount of the 2034 Notes will remain outstanding after such redemption.

In addition, the Borrowers may redeem some or all of the 2034 Notes at any time, or from time to time, prior to June 15, 2029, at a price equal to 100 % of the principal amount of the 2034 Notes to be redeemed, plus the applicable “make whole” premium, plus accrued and unpaid interest, if any, to the date of redemption.

On June 15, 2026, we used the net proceeds from the issuance of the 2034 Notes, along with borrowings under the AR Facility and cash on hand, to redeem all of our outstanding 5.000 % Senior Unsecured Notes due 2027 (the “2027 Notes”) and to pay accrued and unpaid interest on the 2027 Notes, if any, to, but excluding, the redemption date, and to pay fees and expenses in connection with the 2034 Notes offering and the 2027 Notes redemption.

In the second quarter of 2026, we recorded a Loss on extinguishment of debt of $ 1.4 million relating to the 2027 Notes on the Consolidated Statement of Operations.

Debt Covenants

The Company, the Borrowers, and other guarantor subsidiaries party thereto, are parties to a credit agreement dated as of September 24, 2025 (the “Credit Agreement”).

The Credit Agreement governing the Senior Credit Facilities, the agreements governing the AR Facility, and the indentures governing our senior notes contain customary affirmative and negative covenants, subject to certain exceptions, including but not limited to those that restrict the Company’s and its subsidiaries’ abilities to (i) pay dividends on, repurchase or make distributions in respect to the Company’s or its wholly-owned subsidiary, Outfront Media Capital LLC’s, capital stock or make other restricted payments other than dividends or distributions necessary for us to maintain our REIT status and/or avoid incurring taxes, subject to certain conditions and exceptions, (ii) enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany or third-party transfers, and (iii) incur additional indebtedness or grant additional liens.

One of the exceptions to the restriction on our ability to incur additional indebtedness is satisfaction of a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 6.5 to 1.0.

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

One of the exceptions to the restriction on our ability to incur additional indebtedness under the Credit Agreement is satisfaction of a Consolidated Total Net Leverage Ratio, which is the ratio of our consolidated total debt (less unrestricted cash) 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 June 30, 2026, our Consolidated Total Net Leverage Ratio was 3.8 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 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.

As of June 30, 2026, our Consolidated Net Secured Leverage Ratio was 1.5 to 1.0 in accordance with the Credit Agreement.

As of June 30, 2026, we are in compliance with our debt covenants.

Deferred Financing Costs

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.

As of June 30, 2026, we had deferred $ 24.0 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.

5 unchanged sentences

defined as Level 3.

The aggregate fair value of our debt, which is estimated based on quoted market prices of similar liabilities, was approximately $ 2.6 billion as of both March 31, 2026, and December 31, 2025.

The fair value of our debt as of both March 31, 2026, and December 31, 2025, is classified as Level 2.

The aggregate fair value of our debt, which is estimated based on quoted market prices of similar liabilities, was approximately $ 2.6 billion as of both June 30, 2026, and December 31, 2025.

The fair value of our debt as of both June 30, 2026, and December 31, 2025, is classified as Level 2.

Redeemable Noncontrolling Interests

2 unchanged sentences

Fair Value .)

As of March 31, 2026, 450,000,000 shares of our common stock, par value $ 0.01 per share, were authorized;

As of June 30, 2026, 450,000,000 shares of our common stock, par value $ 0.01 per share, were authorized;

176,125,846 shares were issued and outstanding;

2 unchanged sentences

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 three months ended March 31, 2026.

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

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 .

No shares were sold under the ATM Program during the six months ended June 30, 2026.

As of June 30, 2026, we had approximately $ 232.5 million of capacity remaining under the ATM Program.

On August 5, 2026 , we announced that our board of directors approved a quarterly cash dividend of $ 0.33 per share on our common stock payable on September 30, 2026 , to stockholders of record at the close of business on September 4, 2026 .

The following table summarizes revenues by source:

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2026 2025 2026 2025

1 unchanged sentence

Digital displays 126.1 107.2 224.0 199.5

13.7 13.9 38.2 25.4

Billboard revenues 379.4 351.3 712.3 662.0

5 unchanged sentences

Total revenues $ 522.5 $ 460.2 $ 952.1 $ 850.9

(a) In the first quarter of 2026, includes revenues related to condemnations of $ 13.5 million .

Rental income was $ 296.2 million in the three months ended March 31, 2026, and $ 289.1 million in the three months ended March 31, 2025, and is recorded in Revenues on the Consolidated Statement of Operations.

(a) Includes revenues related to condemnations of $ 0.5 million in the three months ended June 30, 2026, $ 1.9 million in the three months ended June 30, 2025, $ 14.0 million in the six months ended June 30, 2026, and $ 1.9 million in the six months ended June 30, 2025 .

Rental income was $ 349.8 million in the three months ended June 30, 2026, $ 324.7 million in the three months ended June 30, 2025, $ 646.0 million in the six months ended June 30, 2026, and $ 613.8 million in the six months ended June 30, 2025, and is recorded in Revenues on the Consolidated Statement of Operations.

All revenues were generated in the U.S.

We recognized substantially all of the Deferred revenues on the Consolidated Statement of Financial Position as of December 31, 2025, during the three months ended March 31, 2026.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

We recognized substantially all of the Deferred revenues on the Consolidated Statement of Financial Position as of December 31, 2025, during the three months ended March 31, 2026.

Restructuring Charges

As of June 30, 2025, we completed a restructuring and reduction in force plan (the “Plan”).

Restructuring reserves related to severance payments, employee benefits and related costs remained outstanding and is included in Other current liabilities on the Consolidated Statement of Financial Position, as follows:

In the three and six months ended June 30, 2025, we recorded restructuring charges of approximately $ 19.8 million associated with the Plan, consisting of $ 17.6 million of severance payments, employee benefits and related costs (including approximately $ 2.2 million in non-cash charges for stock-based compensation), and $ 2.2 million of professional fees.

Restructuring charges of $ 8.2 million were recorded in Billboard , $ 3.6 million were recorded in Transit and $ 8.0 million were recorded in Corporate.

Restructuring reserves related to severance payments, employee benefits and related costs remain outstanding and are included in Accrued compensation on the Consolidated Statement of Financial Position, as follows:

(in millions) Severance, Employee Benefits, and Related Costs

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Liabilities settled ( 4.9 )

As of March 31, 2026 $ 4.6

We completed several asset acquisitions for a total purchase price of approximately $ 8.1 million in the three months ended March 31, 2026, and $ 5.7 million in the three months ended March 31, 2025.

As of June 30, 2026 $ 1.7

We completed several asset acquisitions for a total purchase price of approximately $ 19.2 million in the six months ended June 30, 2026, and $ 8.5 million in the six months ended June 30, 2025.

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

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Stock-Based Compensation

The following table summarizes our stock-based compensation expense for the three months ended March 31, 2026 and 2025.

Three Months Ended

Effective as of June 3, 2026, we amended and restated the OUTFRONT Media Inc.

Amended and Restated Omnibus Stock Incentive Plan (as amended and restated, the “Stock Plan”) to increase the number of shares of our common stock reserved for issuance under our prior plan by 3,373,000 shares, so that the aggregate number of shares reserved for issuance under the Stock Plan is 22,948,000 shares of our common stock.

The following table summarizes our stock-based compensation expense for the three and six months ended June 30, 2026 and 2025.

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2026 2025 2026 2025

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Stock-based compensation expense, net of tax $ 6.6 $ 7.5 $ 11.9 $ 16.6

As of March 31, 2026, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $ 47.8 million, which is expected to be recognized over a weighted average period of 2.4 years.

As of June 30, 2026, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $ 42.4 million, which is expected to be recognized over a weighted average period of 2.2 years.

OUTFRONT Media Inc.

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RSUs and PRSUs

The following table summarizes activity for the three months ended March 31, 2026, of RSUs and PRSUs issued to our employees.

The following table summarizes activity for the six months ended June 30, 2026, of RSUs and PRSUs issued to our employees.

Activity Weighted Average Per Share Grant Date Fair Market Value

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RSUs ( 25,534 ) 20.87

Non-vested as of March 31, 2026 2,817,636 20.05

Non-vested as of June 30, 2026 2,780,323 20.34

We are organized in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”) and, accordingly, we have not provided for U.S.

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Our effective income tax rate represents a combined annual effective tax rate for federal, state and local taxes applied to interim operating results.

In the three months ended March 31, 2026 and 2025, our effective tax rate differed from the U.S.

In the six months ended June 30, 2026 and 2025, our effective tax rate differed from the U.S.

federal statutory income tax rate primarily due to our REIT status, including the dividends paid deduction, and the impact of state and local taxes.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Earnings Per Share (“EPS”)

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2026 2025 2026 2025

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Weighted average shares for diluted EPS (a)(b)

(a) The potential impact of 2.4 million granted RSUs and PRSUs in the three months ended March 31, 2025, were antidilutive.

The potential antidilutive impact of granted RSUs and PRSUs in the three months ended March 31, 2026, was immaterial.

(b) The potential impact of 7.8 million shares of our common stock issuable upon conversion of the Series A Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”) in the three months ended March 31, 2025, were antidilutive.

177.5 168.0 177.3 166.8

(a) The potential impact of 0.1 million granted RSUs and PRSUs in each of the three and six months ended June 30, 2026, 1.2 million granted RSUs and PRSUs in the three months ended June 30, 2025, and 1.9 million granted RSUs and PRSUs in the six months ended June 30, 2025, was antidilutive.

(b) The potential impact of 7.8 million shares of our common stock issuable upon conversion of the Series A Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”) in each of the three and six months ended June 30, 2025, were antidilutive.

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Commitments and Contingencies

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

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

Deployment costs in an amount not to exceed

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

$ 50.7 million, which are deemed authorized before December 31, 2020, will be paid directly by the MTA.

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

We did not recoup any equipment deployment costs in 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 must pay to the MTA the greater of a percentage of revenues or a guaranteed minimum annual payment.

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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.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

During the three months ended March 31, 2026, we had no recoupment from incremental revenues.

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.

As of June 30, 2026, 27,354 digital displays had been installed, composed of 5,021 digital advertising screens on subway and train platforms and entrances, 15,904 smaller-format digital advertising screens on rolling stock and 6,429 MTA communications displays.

In the three and six months ended June 30, 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.

(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

During six months ended June 30, 2026, we incurred equipment deployment costs of $ 4.2 million, net of tariff refunds received, which were recorded as Intangible assets related to franchise agreements.

As of June 30, 2026, we had Intangible assets related to franchise agreements related to the MTA Agreement of $ 28.6 million.

During the three and six months ended June 30, 2026, revenues related to the MTA Agreement exceeded the minimum annual guarantee threshold.

However, no Prepaid MTA equipment deployment costs or associated recoupment expenses have been recorded with respect to these revenues, because such revenues are instead recouping equipment deployment costs incurred prior to December 31, 2025, that were previously expensed (including through impairment charges).

AdQuick, Inc.

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Letters of Credit

We have indemnification obligations with respect to letters of credit and surety bonds primarily used as security against non-performance in the normal course of business.

As of March 31, 2026, the outstanding letters of credit were approximately $ 72.3 million and outstanding surety bonds were approximately $ 109.0 million, and were not recorded on the Consolidated Statements of Financial Position.

As of June 30, 2026, the outstanding letters of credit were approximately $ 72.5 million and outstanding surety bonds were approximately $ 125.5 million, and were not recorded on the Consolidated Statements of Financial Position.

Legal Matters

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Although it is not possible to predict with certainty the eventual outcome of any litigation, in our opinion, none of our current litigation is expected to have a material adverse effect on our results of operations, financial position or cash flows.

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

Segment Information

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

OUTFRONT Media Inc.

Notes to Consolidated Financial Statements

The following tables set forth our financial performance by segment.

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

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

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

Our chief operating decision maker utilized Adjusted OIBDA and Adjusted OIBDA margin in evaluating our operating performance and planning and forecasting future periods, as each is an important indicator of our operational strength and business performance.

Our chief operating decision maker utilizes Adjusted OIBDA and Adjusted OIBDA margin in evaluating our operating performance and planning and forecasting future periods, as each is an important indicator of our operational strength and business performance.

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

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions, except percentages) 2026 2025 2026 2025

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Notes to Consolidated Financial Statements

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2026 2025 2026 2025

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Total Adjusted OIBDA 160.3 124.1 260.7 188.3

Restructuring charges (c)

— ( 19.8 ) — ( 19.8 )

Net loss on dispositions ( 0.3 ) ( 1.1 ) ( 1.3 ) ( 1.2 )

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Interest expense, net ( 36.2 ) ( 36.5 ) ( 72.2 ) ( 72.5 )

Loss on extinguishment of debt ( 1.4 ) — ( 1.4 ) —

Income (loss) before provision for income taxes and equity in earnings of investee companies 78.5 19.7 98.4 ( 2.4 )

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

(c) In the three and six months ended June 30, 2025, Restructuring charges associated with the Plan consisted of severance payments, employee benefits and related costs, and professional fees, and includes approximately $ 2.2 million in non-cash charges for stock-based compensation.

OUTFRONT Media Inc.

1 unchanged sentence

Other disclosures (a) :

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions) 2026 2025 2026 2025

1 unchanged sentence

United States $ 522.5 $ 460.2 $ 952.1 $ 850.9

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Long-lived Assets (c) :

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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 1. Financial Statements