What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-06 compared with 2026-05-08 · 246 added, 136 removed, 388 unchanged (50% of the section changed)

29 unchanged sentences

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.

As of June 30, 2026, approximately $1.7 million in restructuring reserves related to severance payments, employee benefits and related costs remain outstanding and are included in Accrued compensations 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.

18 unchanged sentences

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.

During the six months ended June 30, 2026, we built or converted 49 new digital billboard displays and entered into marketing arrangements to sell advertising on 13 third-party digital billboard displays.

In the six months ended June 30, 2026, we built, converted or replaced 48 digital transit and other displays.

The following table sets forth information regarding our digital displays.

Digital Revenues (in millions)

for the Three Months Ended

March 31, 2026 (a)

for the Six Months Ended

June 30, 2026 (a)

Number of Digital Displays as of

March 31, 2026 (a)

June 30, 2026 (a)

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

6 unchanged sentences

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.

During the three months ended June 30, 2026, our largest categories of advertisers were entertainment, technology and legal services/lawyers, which represented 16%, 11% and 10% of our total revenues from our Billboard and Transit segments, respectively.

During the three months ended June 30, 2025, our largest categories of advertisers were entertainment, retail and legal services/lawyers, which represented 17%, 11% and 10% of our total revenues from our Billboard and Transit segments, respectively.

During the six months ended June 30, 2026, our largest categories of advertisers were entertainment, legal services/lawyers and retail, which represented 17%, 11% and 10% of our total revenues from our Billboard and Transit segments, respectively.

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

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 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.

We generated approximately 41% of our total revenues from our Billboard and Transit segments from enterprise advertising campaigns in the three months ended June 30, 2026, compared to approximately 41% in the same prior-year period.

We generated approximately 40% of our total revenues from our Billboard and Transit segments from enterprise advertising campaigns in the six months ended June 30, 2026, compared to approximately 41% in the same prior-year period.

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

3 unchanged sentences

Several of our key performance indicators are not prepared in conformity with Generally Accepted Accounting Principles in the United States of America (“GAAP”).

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

(in millions, except percentages) 2026 2025 Change

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

Three Months Ended Six Months Ended

June 30, % June 30, %

(in millions, except percentages) 2026 2025 Change 2026 2025 Change

Revenues $ 522.5 $ 460.2 14 % $ 952.1 $ 850.9 12 %

11 unchanged sentences

* 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.

(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, Restructuring charges and Stock-based compensation (“Adjusted OIBDA”) and Net income (loss) attributable to OUTFRONT Media Inc.

to FFO attributable to OUTFRONT Media Inc.

10 unchanged sentences

Revenues to the Consolidated Financial Statements.)

Three Months Ended

(in millions, except percentages) 2026 2025 Change

Three Months Ended Six Months Ended

June 30, % June 30, %

(in millions, except percentages) 2026 2025 Change 2026 2025 Change

Total revenues $ 522.5 $ 460.2 14 % $ 952.1 $ 850.9 12 %

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

Total revenues increased $62.3 million, or 14%, in the three months ended June 30, 2026, compared to the same prior-year period and increased $101.2 million, or 12%, in the six months ended June 30, 2026, compared to the same prior-year period.

Three Months Ended Six Months Ended

June 30, % June 30, %

(in millions, except percentages) 2026 2025 Change 2026 2025 Change

Operating $ 246.1 $ 231.5 6 % $ 473.6 $ 452.8 5 %

Selling, general and administrative 123.0 110.6 11 230.3 225.3 2

Restructuring charges — 19.8 * — 19.8 *

Net loss on dispositions 0.3 1.1 (73) 1.3 1.2 8

4 unchanged sentences

Operating Expenses

Three Months Ended

(in millions, except percentages) 2026 2025 Change

Three Months Ended Six Months Ended

June 30, % June 30, %

(in millions, except percentages) 2026 2025 Change 2026 2025 Change

Operating expenses:

3 unchanged sentences

Total operating expenses $ 246.1 $ 231.5 6 $ 473.6 $ 452.8 5

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.

Billboard property lease expenses represented 23% of total revenues in the three months ended June 30, 2026, and 24% in the three months ended June 30, 2025.

The decrease in billboard property lease expenses as a percentage of total revenues in the three months ended June 30, 2026, compared to the same prior-year period was primarily due to higher Transit revenues and the impact of lost billboards in the period.

Billboard property lease expenses represented 24% of total revenues in the six months ended June 30, 2026, and 26% in the six months ended June 30, 2025.

The decrease in billboard property lease expenses as a percentage of total revenues in the six months ended June 30, 2026, compared to the same prior-year period was primarily due to higher Transit revenues, higher proceeds from condemnations and the impact of lost billboards in the period.

Billboard property lease expenses increased $6.0 million, or 5%, in the three months ended June 30, 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.

Billboard property lease expenses increased $8.1 million, or 4%, in the six months ended June 30, 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 13% of total revenues in the three months ended June 30, 2026, 14% in the three months ended June 30, 2025, 13% in the six months ended June 30, 2026, and 14% in the six months ended June 30, 2025.

Transit franchise expenses, as a percentage of total revenues in the three and six months ended June 30, 2026, were comparable to the same prior-year periods, primarily driven by higher variable transit franchise expenses driven by higher Transit revenues outside of New York.

Transit franchise expenses increased $3.6 million, or 6%, in the three months ended June 30, 2026, compared to the same prior-year period, primarily due to higher variable transit franchise expenses driven by higher Transit revenues outside of New York and higher guaranteed minimum annual payments to the MTA due to inflation.

Transit franchise expenses increased $5.3 million, or 4%, in the six months ended June 30, 2026, compared to the same prior-year period, primarily due to higher variable transit franchise expenses driven by higher Transit revenues outside of New York and higher guaranteed minimum annual payments to the MTA due to inflation.

Posting, maintenance and other expenses, as a percentage of total revenues, were 12% in the three months ended June 30, 2026, 12% in the three months ended June 30, 2025, 12% in the six months ended June 30, 2026 and 13% in the six months ended June 30, 2025.

Posting, maintenance and other expenses increased $5.0 million, or 9%, in the three months ended June 30,

2026, compared to the same prior-year period, primarily due to higher production expenses and higher maintenance and utility costs, partially offset by lower site-related costs.

Posting, maintenance and other expenses increased $7.4 million, or 7%, in the six months ended June 30, 2026, compared to the same prior-year period, primarily due to higher production expenses and higher maintenance and utility costs, partially offset by lower site-related costs.

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

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.

SG&A expenses increased $12.4 million, or 11%, in the three months ended June 30, 2026, compared to the same prior-year period, primarily due to higher professional fees, including software and technology expenses, higher compensation-related expenses, a higher allowance for bad debt and the impact of market fluctuations on an unfunded equity-linked retirement plan offered by the Company to certain employees, partially offset by lower credit card usage by customers.

SG&A expenses increased $5.0 million, or 2%, in the six months ended June 30, 2026, compared to the same prior-year period, primarily due to higher professional fees, including software and technology expenses, a higher allowance for bad debt, higher compensation-related expenses, including severance and salaries, higher client entertainment expenses, and the impact of market fluctuations on an unfunded equity-linked retirement plan offered by the Company to certain employees, partially offset by lower credit card usage by customers.

We expect SG&A expenses to outpace our revenue growth for the remainder of 2026, as we continue to invest in our strategic initiatives, including digital sales, data analytics, technology enhancements, customer experience improvements, employee training and recruitment.

Restructuring Charges

In the three months ended June 30, 2025, we recorded restructuring charges of approximately $19.8 million associated with the Plan, consisting of severance payments, employee benefits and related costs, and professional fees.

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

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.

Net loss on dispositions decreased $0.8 million, or 73%, in the three months ended June 30, 2026, compared to the same prior-year period.

Net loss on dispositions increased $0.1 million, or 8.3%, in the six months ended June 30, 2026, compared to the same prior-year period.

Depreciation decreased $3.6 million, or 15%, in the three months ended June 30, 2026, and decreased $6.5 million, or 14%, in the six months ended June 30, 2026, compared to the same prior-year periods, primarily due to an increase in fully-depreciated assets.

Amortization decreased $0.4 million, or 2%, in the three months ended June 30, 2026, and decreased $0.3 million, or 1%, in the six months ended June 30, 2026, compared to the same prior-year periods.

Interest Expense, Net

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.

Interest expense, net, was $36.2 million (including $1.3 million of deferred financing costs) in the three months ended June 30, 2026, and $36.5 million (including $1.5 million of deferred financing costs) in the same prior-year period.

Interest expense, net, was $72.2 million (including $2.7 million of deferred financing costs) in the six months ended June 30, 2026, and $72.5 million (including $3.0 million of deferred financing costs) in the same prior-year period.

Interest expense, net, in the three and six months ended June 30, 2026, decreased slightly compared to the same prior-year periods, due primarily to the refinancing of the 2027 Notes (as defined below), partially by a higher interest rates.

Loss on Extinguishment of Debt

In June 2026, we recorded a loss on extinguishment of debt of $1.4 million relating to the redemption of all of our outstanding 5.000% Senior Unsecured Notes due 2027 (the “2027 Notes”).

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.

Provision for income taxes increased $0.7 million in the three months ended June 30, 2026, and increased $0.6 million, or 86%, in the six months ended June 30, 2026, compared to the same prior-year periods, due primarily to higher income from taxable REIT subsidiaries (“TRSs”).

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.

Net income before allocation to redeemable and non-redeemable noncontrolling interests increased $58.2 million in the three months ended June 30, 2026, compared to the same prior-year period, primarily driven by higher transit revenues.

Net income before allocation to redeemable and non-redeemable noncontrolling interests was $97.0 million in the six months ended June 30, 2026, compared to Net loss before allocation to redeemable and non-redeemable noncontrolling interests of $1.2 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 and

stock-based compensation.

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

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

1 unchanged sentence

Our management believes users of our financial data are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing, planning and executing our business strategy.

Our management also believes that the presentations of Adjusted OIBDA and Adjusted OIBDA margin, as supplemental measures, are useful in evaluating our business because eliminating certain non-comparable items highlight operational trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures.

Our management also believes that the presentations of Adjusted OIBDA and Adjusted OIBDA margin, as supplemental measures, are useful in evaluating our business because eliminating certain non-comparable items highlights operational trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures.

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 for users of our financial data to compare our results with other companies that have different financing and capital structures or tax rates.

5 unchanged sentences

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 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.

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, 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.

Our management also believes that the presentations of FFO and AFFO, as supplemental measures, are useful in evaluating our business because adjusting results to reflect items that have more bearing on the operating performance of REITs highlight trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures.

Our management also believes that the presentations of FFO and AFFO, as supplemental measures, are useful in evaluating our business because adjusting results to reflect items that have more bearing on the operating performance of REITs highlights trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures.

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) and net income (loss) attributable to OUTFRONT Media Inc., 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 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.

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

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

(in millions, except percentages) 2026 2025 2026 2025

1 unchanged sentence

Operating income $ 116.1 $ 56.2 $ 172.0 $ 70.1

Restructuring charges (a)

— 19.8 — 19.8

Net loss on dispositions 0.3 1.1 1.3 1.2

12 unchanged sentences

FFO attributable to OUTFRONT Media Inc.

123.5 70.4 187.0 96.9

Non-cash portion of income taxes (0.9) (1.2) (0.9) (0.7)

Cash paid for direct lease acquisition costs (13.0) (13.2)

Amortization of direct lease acquisition costs (16.0) (15.6) (29.0) (28.8)

Maintenance capital expenditures (5.6) (7.0) (12.6) (13.3)

Restructuring charges (a)

— 19.8 — 19.8

Other depreciation 4.3 4.4 8.8 9.2

4 unchanged sentences

Amortization of deferred financing costs

1.3 1.5 2.7 3.0

Loss on extinguishment of debt 1.4 — 1.4 —

Income tax effect of adjustments (b)

— (0.7) — (0.7)

AFFO attributable to OUTFRONT Media Inc.

$ 120.8 $ 83.1 $ 181.8 $ 110.2

(a) 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.

(b) Income tax effect related to Restructuring charges in 2025.

FFO attributable to OUTFRONT Media Inc.

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.

increased $53.1 million, or 75%, in the three months ended June 30, 2026, compared to the same prior-year period, due primarily to higher Adjusted OIBDA and restructuring charges in 2025.

FFO attributable to OUTFRONT Media Inc.

increased $90.1 million, or 93%, in the six months ended June 30, 2026, compared to the same prior-year period, due primarily to higher Adjusted OIBDA and restructuring charges in 2025.

AFFO attributable to OUTFRONT Media Inc.

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.

increased $37.7 million, or 45%, in the three months ended June 30, 2026, compared to the same prior-year period, due primarily to higher Adjusted OIBDA.

AFFO attributable to OUTFRONT Media Inc.

increased $71.6 million, or 65%, in the six months ended June 30, 2026, compared to the same prior-year period, due primarily to higher Adjusted OIBDA.

Segment Results of Operations

4 unchanged sentences

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

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

4 unchanged sentences

Operating income $ 116.1 $ 56.2 $ 172.0 $ 70.1

Restructuring charges (a)

— 19.8 — 19.8

Net loss on dispositions 0.3 1.1 1.3 1.2

1 unchanged sentence

Amortization 17.0 17.4 34.2 34.5

Stock-based compensation (a)

Stock-based compensation (b)

6.9 6.0 12.5 15.5

Total Adjusted OIBDA $ 160.3 $ 124.1 $ 260.7 $ 188.3

11 unchanged sentences

Total operating income $ 116.1 $ 56.2 $ 172.0 $ 70.1

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

Three Months Ended

(in millions, except percentages) 2026 2025 Change

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

Three Months Ended Six Months Ended

June 30, % June 30, %

(in millions, except percentages) 2026 2025 Change 2026 2025 Change

Operating income $ 115.2 $ 88.6 30 % $ 197.7 $ 149.6 32 %

Restructuring charges — 8.2 * — 8.2 *

Net loss on dispositions 0.4 1.2 — 1.3 1.9 (32)

11 unchanged sentences

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

8 % 8 % 8 % 8 %

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

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) *

13 % 14 % 13 % 15 %

Billboard segment revenues increased $28.1 million, or 8%, in the three months ended June 30, 2026, compared to the same prior-year period, reflecting an increase in average revenue per display (yield), including the impact of programmatic and direct sale advertising platforms on digital billboard revenues, and revenues related to the 2026 Federation Internationale de Football Association (“FIFA”) World Cup, partially offset by the impact of lost billboards in the period.

Billboard segment revenues increased $50.3 million, or 8%, in the six months ended June 30, 2026, compared to the same prior-year period, reflecting an increase in average revenue per display (yield), including the impact of programmatic and direct sale advertising platforms on digital billboard revenues, revenues related to the 2026 FIFA World Cup and higher proceeds from condemnations, partially offset by the impact of lost billboards in the period.

We generated approximately 39% in the three months ended June 30, 2026, 38% in the three months ended June 30, 2025, 37% in the six months ended June 30, 2026, and 38% in the six months ended June 30, 2025, of our Billboard segment revenues from enterprise advertising campaigns.

Billboard segment property lease expenses represented 31% of Billboard segment revenues in the three months ended June 30, 2026, 32% in the three months ended June 30, 2025, 32% in the six months ended June 30, 2026, and 33% in the six months ended June 30, 2025.

Billboard segment property lease expenses increased $6.0 million, or 5%, in the three months ended June 30, 2026, compared to the same prior-year period, primarily driven by higher variable billboard property lease expenses, partially offset by the impact of lost billboards in the period.

Billboard segment property lease expenses increased $8.1 million, or 4%, in the six months ended June 30, 2026, compared to the same prior-year period, primarily driven by higher variable billboard property lease expenses, partially offset by the impact of lost billboards in the period.

Billboard segment posting maintenance and other expenses increased $2.9 million, or 8%, in the three months ended June 30, 2026, compared to the same prior-year period, primarily driven by higher maintenance and utilities, higher production expenses, and higher compensation-related expenses, partially offset by lower site-related costs.

Billboard segment posting maintenance and other expenses increased $4.3 million, or 6%, in the six months ended June 30, 2026, compared to the same prior-year period, primarily driven by higher maintenance and utilities, higher production expenses, and higher compensation-related expenses, partially offset by lower site-related costs.

SG&A expenses in the Billboard segment increased $5.7 million, or 8%, in the three months ended June 30, 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.

SG&A expenses in the Billboard segment increased $7.0 million, or 5%, in the six months ended June 30, 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 $13.5 million, or 10%, in the three months ended June 30, 2026, compared to the same prior-year period.

Billboard segment Adjusted OIBDA increased $30.9 million, or 13%, in the six months ended June 30, 2026, compared to the same prior-year period.

Billboard segment Adjusted OIBDA margin was 39.0% in the three months ended June 30, 2026, 38.3% in the three months ended June 30, 2025, 37.1% in the six months ended June 30, 2026, and 35.3% in the six months ended June 30, 2025.

Three Months Ended Six Months Ended

June 30, % June 30, %

(in millions, except percentages) 2026 2025 Change 2026 2025 Change

Operating income (loss) $ 28.6 $ (0.9) * $ 22.2 $ (17.9) (224) %

Restructuring charges — 3.6 * — 3.6 *

Net gain on dispositions (0.1) (0.1) * — (0.7) *

Depreciation 2.4 2.9 (17) % 5.0 4.9 2

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

62 % 55 % 61 % 56 %

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

8 % 8 % 8 % 7 %

* Calculation is not meaningful.

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.

Transit segment revenues increased $34.3 million, or 32%, in the three months ended June 30, 2026, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield) and revenues related to the 2026 FIFA World Cup, partially offset by the impact of new and lost transit franchise contracts.

Transit segment revenues increased $51.6 million, or 28%, in the six months ended June 30, 2026, compared to the same prior-year period, primarily due to an increase in average revenue per display (yield) and revenues related to the 2026 FIFA World Cup, partially offset by the impact of new and lost transit franchise contracts.

We generated approximately 46% in the three months ended June 30, 2026, 53% in the three months ended June 30, 2025, 48% in the six months ended June 30, 2026 and 53% in the six months ended June 30, 2025, of our Transit segment revenues from enterprise advertising campaigns.

Transit segment franchise expenses represented 47% of Transit segment revenues in the three months ended June 30, 2026, 59% in the three months ended June 30, 2025, 54% in the six months ended June 30, 2026, and 66% in the six months ended June 30, 2025.

Transit segment franchise expenses increased $3.6 million, or 6%, in the three months ended June 30, 2026, compared to the same prior-year period, primarily due to higher variable transit franchise expenses driven by higher Transit revenues outside of New York and higher guaranteed minimum annual payments to the MTA due to inflation.

Transit segment franchise expenses increased $5.3 million, or 4%, in the six months ended June 30, 2026, compared to the same prior-year

period, primarily due to higher variable transit franchise expenses driven by higher Transit revenues outside of New York and higher guaranteed minimum annual payments to the MTA due to inflation.

Transit segment posting, maintenance and other expenses increased $2.2 million, or 12%, in the three months ended June 30, 2026, compared to the same prior-year period, primarily driven by higher display production costs and higher posting and rotation costs, partially offset by lower site-related costs.

Transit segment posting, maintenance and other expenses increased $3.5 million, or 10%, in the six months ended June 30, 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 $2.5 million, or 14%, in the three months ended June 30, 2026, compared to the same prior-year period, primarily driven by higher professional fees, including software and technology expenses, higher compensation-related expenses, including commissions, and a higher allowance for bad debt, partially offset by lower credit card usage by customers.

SG&A expenses in the Transit segment increased $4.0 million, or 11%, in the six months ended June 30, 2026, compared to the same prior-year period, primarily driven by higher professional fees, including software and technology expenses, higher compensation-related expenses, including commissions, and a higher allowance for bad debt, partially offset by lower credit card usage by customers.

Transit segment Adjusted OIBDA increased $26.0 million in the three months ended June 30, 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.

Transit segment Adjusted OIBDA was $31.8 million in the six months ended June 30, 2026, compared to an Adjusted OIBDA loss of $7.0 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.

Total Other revenues decreased $0.1 million, or 4%, operating expenses decreased $0.1 million, or 5%, and Other Adjusted OIBDA in the three months ended June 30, 2026, was comparable to the same prior-year period, due primarily to a decrease in third-party digital equipment sales.

Total Other revenues decreased $0.7 million, or 14%, operating expenses decreased $0.4 million, or 11%, and Other Adjusted OIBDA decreased $0.3 million, or 30%, in the six months ended June 30, 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 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.

Corporate expenses, excluding restructuring charges and stock-based compensation, increased $3.3 million, or 18%, in the three months ended June 30, 2026, compared to the same prior-year period, primarily due to higher compensation-related expenses, including severance, and the impact of market fluctuations on an unfunded equity-linked retirement plan offered by the Company to certain employees.

Corporate expenses, excluding restructuring charges and stock-based compensation, decreased $3.0 million, or 8%, in the six months ended June 30, 2026, compared to the same prior-year period, primarily due to lower professional fees, including fees related to a management consulting project, and lower compensation-related expenses, including severance, partially offset by the impact of market fluctuations on an unfunded equity-linked retirement plan offered by the Company to certain employees.

Liquidity and Capital Resources

(in millions, except percentages) March 31,

(in millions, except percentages) June 30,

2026 December 31, 2025 % Change

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Deferred revenues 54.7 57.7 (5)

Short-term debt 100.0 — *

Short-term operating lease liabilities 178.7 172.9 3

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

decrease in 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.

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

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

Working capital was a deficit of $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.

Working capital was a deficit of $204.5 million as of June 30, 2026, compared to a deficit of $41.6 million as of December 31, 2025, primarily driven by higher short-term debt, a lower cash balance and lower receivables, 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”):

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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.

Based on the recent performance of our MTA assets, we currently expect to recoup some but not all of our MTA equipment deployment costs incurred prior to December 31, 2025, but do not expect to recoup current period or future MTA equipment deployment costs incurred throughout the remainder of the Amended Term (as defined below) of the MTA Agreement even if revenues related to the MTA Agreement exceed the minimum annual guarantee threshold.

(See the “Critical Accounting Policies” section of this MD&A for further discussion of our accounting for recoupment of equipment deployment costs).

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 were recorded, consistent with our accounting treatment.

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

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

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

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.

As of June 30, 2026, we have issued surety bonds in favor of the MTA totaling approximately $90.0 million, which amount is subject to change as equipment installations are completed and revenues are generated.

During the six months ended June 30, 2026, we incurred equipment deployment costs of $4.2 million, for a total of $633.2 million to date, of which $33.9 million had been recouped from incremental revenues to date.

As of June 30, 2026, we had Intangible assets related to franchise agreements

related to the MTA Agreement of $28.6 million.

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.

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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.

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 impairment charges in the future and/or the failure to recoup any deployment cost spending.

(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.

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.

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:

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4.625% senior unsecured notes, due 2030

6.000% senior unsecured notes, due 2034

Total senior unsecured notes 1,500.0 1,650.0

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Total $ 3,340.6 $ 151.9 $ 265.3 $ 1,194.8 $ 1,728.6

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 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.

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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.

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”).

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

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

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

As of 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.

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.

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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 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

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.

The following table presents our cash flows in the six months ended June 30, 2026 and 2025.

Six Months Ended

(in millions, except percentages) 2026 2025 Change

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Net decrease in cash and cash equivalents $ (68.7) $ (18.4) *

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

Cash provided by operating activities increased $83.0 million, or 82%, in the six months ended June 30, 2026, compared to the same prior-year period, due primarily to 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 $11.3 million, or 18%, in the six months ended June 30, 2026, compared to the same prior-year period, due primarily to higher cash paid for acquisitions and the equity investment in AdQuick, Inc.

Related Party Transactions to the Consolidated Financial Statements), partially offset by MTA franchise rights in 2025.

The following table presents our capital expenditures in the six months ended June 30, 2026 and 2025.

Six Months Ended

(in millions, except percentages) 2026 2025 Change

Growth $ 28.7 $ 29.6 (3) %

12.6 13.3 (5)

Total capital expenditures $ 41.3 $ 42.9 (4)

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.

Capital expenditures decreased $1.6 million, or 4%, in the six months ended June 30, 2026, compared to the same prior-year period, primarily due to decreased spending on digital displays, office remodels and billboard display upgrades, partially offset by the timing of payments.

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

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

Cash used for financing activities increased $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.

Cash used for financing activities increased $122.0 million in the six months ended June 30, 2026 compared to the same prior-year period.

In the six months ended June 30, 2026, we paid total cash dividends of $106.3 million on our common stock and vested restricted share units granted to employees, made net repayments of $150.0 million related to the offering of the 2034 Notes and the redemption of the 2027 Notes, and drew net borrowings on the AR Facility of $100.0 million.

In the six months ended June 30, 2025, we paid total cash dividends of $105.3 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 $60.0 million.

Cash paid for income taxes increased $0.8 million in the six months ended June 30, 2026, compared to the same prior-year period, due primarily to higher estimated TRS income.

Off-Balance Sheet Arrangements

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Critical Accounting Policies

The preparation of our financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period.

the financial statements and the reported amount of revenues and expenses during the reporting period.

On an ongoing basis, we evaluate these estimates, which are based on historical experience and on various assumptions that we believe are reasonable under the circumstances.

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Actual results may differ from these estimates under different assumptions.

For information regarding accounting policies we consider to be the most critical as they are significant to our financial condition and results of operations, and require significant judgment and estimates on the part of management in their application, see “Item 7.

MTA Agreement

Under the current MTA Agreement, which is subject to modification as agreed-upon by us and the MTA, we are obligated to 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.

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

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

The portion of recoupable MTA equipment deployment costs expected to be reimbursed from transit franchise fees that would otherwise be payable to the MTA, which have not been previously charged to operating expenses, are recorded as Prepaid MTA equipment deployment costs on the Consolidated Statement of Financial Position and charged to operating expenses as advertising revenue is generated.

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

The portion of deployment costs expected to be reimbursed from advertising revenues that would otherwise be retained by us under the contract are recorded as Intangible assets on the Consolidated Statement of Financial Position and charged to amortization expense on a straight-line basis over the contract period.

We assess the recoverability of the MTA contract on an as-needed basis and apply significant judgment in assessing factors to determine if there is an indication that the revenues expected to be generated over the term of the agreement will be sufficient to cover all or a portion of the equipment deployment costs, including evaluating macroeconomic conditions, product demand, industry trends, and events specific to the Company, including monitoring the Company’s actual installation of digital displays against the deployment schedule.

Additionally, we assess these factors by comparing revenue projections of the deployed digital displays to actual financial results.

If we do not generate sufficient advertising revenues from the MTA contract, there is a risk that the related Prepaid MTA equipment deployment costs and Intangible assets may not be recoverable.

Management assesses the prepaid MTA equipment deployment costs for recoverability on a quarterly basis.

This assessment requires evaluating qualitative and quantitative factors to determine if there is an indication that the carrying amount may not be recoverable.

Management applies significant judgment in assessing these factors, including evaluating macroeconomic conditions, product demand, industry trends, and events specific to the Company, including monitoring the Company’s actual installation of digital displays against the initial deployment schedule.

Additionally, management assesses quantitative factors by comparing revenue projections of the deployed digital displays to actual financial results.

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

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

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

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

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

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

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

As a result of our expectation of negative aggregate undiscounted cash flows related to the MTA in 2023, we recorded total impairment charges related to the MTA asset group of $466.2 million during the year ended December 31, 2023.

As a result of negative aggregate undiscounted cash flow forecasts related to our MTA asset group, we performed quarterly impairment analyses on the MTA asset group during 2024 and recorded total impairment

charges of $17.9 million during the year ended December 31, 2024.

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

MTA revenue performance in 2025 exceeded our prior expectations.

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

We updated our MTA projections at the end of 2025 and again during the second quarter of 2026 to reflect the strong performance experienced during these periods.

As a result of the increase in revenue driven by performance since 2025, we currently expect to recoup some but not all of our MTA equipment deployment costs incurred prior to December 31, 2025, but do not expect to recoup current period or future MTA equipment deployment costs incurred throughout the remainder of the Amended Term of the MTA Agreement even if revenues related to the MTA Agreement exceed the minimum annual guarantee threshold.

In accounting for recoupment of equipment deployment costs, we apply a first-dollar convention under which any incremental revenues are deemed to first recoup the earliest equipment deployment costs incurred and not yet recovered under the MTA Agreement — in this case, equipment deployment costs incurred prior to December 31, 2025, substantially all of which were previously charged to operating expenses (including impairment charges).

Because incremental revenues are deemed under this first-dollar methodology to recoup the earliest unrecovered costs first, we do not expect any portion of current period or future equipment deployment costs incurred during the remainder of the Amended Term of the MTA Agreement to be recouped, even in periods where revenues under the MTA Agreement exceed the minimum annual guarantee threshold.

Accordingly, although we currently expect revenues related to the MTA Agreement to exceed the minimum annual guarantee threshold for periods after December 31, 2025, no Prepaid MTA equipment deployment costs or associated recoupment expense will be 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) and do not result in an incremental recoupment right.

(See Note 17.

Commitments and Contingencies to the Consolidated Financial Statements for further information regarding equipment deployment costs incurred and the related Intangible assets balance as of and for the six months ended June 30, 2026.) Equipment deployment costs incurred for periods after December 31, 2025, and throughout the remainder of the Amended Term of the MTA Agreement, will instead continue to be recorded as Intangible assets on the Consolidated Statement of Financial Position, consistent with our treatment of equipment deployment costs since 2023.

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

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 and/or the failure to recoup any deployment cost spending.

For further information regarding accounting policies we consider to be the most critical as they are significant to our financial condition and results of operations, and require significant judgment and estimates on the part of management in their application, see “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026.

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We have made statements in this MD&A and other sections of this Quarterly Report on Form 10-Q that are forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995.

You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “could,” “would,” “may,” “might,” “will,” “should,” “seeks,” “likely,” “intends,” “plans,” “projects,” “predicts,” “estimates,” “forecast” or “anticipates” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters.

events or trends and that do not relate solely to historical matters.

You can also identify forward-looking statements by discussions of strategy, plans or intentions related to our capital resources, portfolio performance and results of operations.

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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