FULLTEXT DEL 2 AV 3
10-K – 2026-02-20 – lamr-20251231.htm
“ At-the-Marke t” Offering Program. On July 24, 2024, the Company entered into an equity distribution agreement, or At-the-Market Offering agreement (the "2024 Sales Agreement"), with J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Truist Securities, Inc., SMBC Nikko Securities America, Inc. and Scotia Capital (USA) Inc. as our sales agents (each a "Sales Agent", and collectively, the "Sales Agents"), which replaced the prior Sales Agreement with substantially similar terms (the "2021 Sales Agreement"). Under the terms of the 2024 Sales Agreement, the Company may, from time to time, issue and sell shares of its Class A common stock, having an aggregate offering price of up to $400.0 million through the Sales Agents as either agents or principals. Sales of the Class A common stock, if any, may be conducted in negotiated transactions or transactions that are deemed to be "at-the-market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on or through the Nasdaq Global Select Market and any other existing trading market for the Class A common stock, or sales made to or through a market maker other than on an exchange. The Company has no obligation to sell any of the Class A common stock under the 2024 Sales Agreement and may at any time suspend solicitations and offers under the 2024 Sales Agreement. The Company intends to use the net proceeds, if any, from the sale of the Class A common stock pursuant to the 2024 Sales Agreement for general corporate purposes, which may include the repayment, refinancing, redemption or repurchase of existing indebtedness, working capital, capital expenditures, acquisition of outdoor advertising assets and businesses and other related investments. The Company did not issue any shares under the 2024 Sales Agreement during the years ended December 31, 2025 and 2024. The Company did not issue any shares under the 2021 Sales Agreement from inception through expiration.
Shelf Registration Statement. On July 24, 2024, the Company filed a new automatically effective shelf registration statement that allows the Company to offer and sell an indeterminate amount of additional shares of its Class A common stock, which replaced a previous shelf registration statement. During the years ended December 31, 2025 and 2024, the Company did not issue any shares under the shelf registration statement.
Credit Facilities. On February 6, 2020, Lamar Media entered into a Fourth Amended and Restated Credit Agreement (the “Fourth Amended and Restated Credit Agreement”) with certain of Lamar Media’s subsidiaries as guarantors, JPMorgan Chase Bank, N.A. as administrative agent and the lenders party thereto, under which the parties agreed to amend and restate Lamar Media’s existing senior credit facility. The Fourth Amended and Restated Credit Agreement amended and restated the Third Amended and Restated Credit Agreement dated as of May 15, 2017, as amended (the "Third Amended and Restated Credit Agreement").
The senior credit facility, as established by the Fourth Amended and Restated Credit Agreement (as amended by the Amendments, as defined below) (the “senior credit facility”), consists of (i) a $750.0 million senior secured revolving credit facility which will mature on July 31, 2028, subject to certain conditions (see description of Amendment No. 4 below) (the “revolving credit facility”), (ii) a $700.0 million senior secured Term B loan facility (the “Term B loans”) which will mature on September 23, 2032, and (iii) an incremental facility (the “Incremental Facility”) pursuant to which Lamar Media may incur additional term loan tranches or additional incremental revolving facilities or increase its existing revolving credit facility subject to a pro forma secured debt ratio calculated as described under “Restrictions under Senior Credit Facility” of 4.50 to 1.00, as well as certain other conditions, including lender approval.
On July 2, 2021, Lamar Media entered into Amendment No. 1 (the "Amendment No. 1"), to the Fourth Amended and Restated Credit Agreement. The Amendment No. 1 amends the definition of "Subsidiary" to exclude each of Lamar Partnering Sponsor LLC and Lamar Partnering Corporation and any of their subsidiaries (collectively, the "Lamar Partnering Entities") such that, after giving effect to the Amendment, none of the Lamar Partnering Entities are subject to the Fourth Amended and Restated Credit Agreement covenants and reporting requirements, but any investment by Lamar Media in any of the Lamar Partnering Entities would be subject to the Fourth Amended and Restated Credit Agreement covenants. The Amendment No. 1 also amends the definition of "EBITDA" to replace the existing calculation with a net income-based calculation, which excludes the income of non-Subsidiary entities such as the Lamar Partnering Entities, except to the extent that income of such entities is received by Lamar Media in the form of dividends or distributions.
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On July 29, 2022, Lamar Media entered into Amendment No. 2 ("Amendment No. 2") to the Fourth Amended and Restated Credit Agreement with certain of Lamar Media's subsidiaries as guarantors, JPMorgan Chase Bank, N.A. as administrative agent and the lenders party thereto. Amendment No. 2 established the Term A loans as a new class of incremental term loans. The Term A loans were set to mature on February 6, 2025. Lamar Media borrowed all $350.0 million in Term A loans on July 29, 2022 and proceeds from the Term A loans were used to repay outstanding balances on the revolving credit facility and a portion of the outstanding balance on our Accounts Receivable Securitization Program. The Term A loans were subsequently repaid in full on July 31, 2024.
On April 26, 2023, Lamar Media entered into Amendment No. 3 ("Amendment No. 3") to the Fourth Amended and Restated Credit Agreement with certain of Lamar Media's subsidiaries as guarantors, JPMorgan Chase Bank N.A. as administrative agent and the lenders party thereto. Amendment No. 3 replaced the London Interbank Offered Rate as administered by the ICE Benchmark Administration with Term SOFR as the successor rate, as set in the Fourth Amended and Restated Credit Agreement. All other material terms and conditions of the Fourth Amended and Restated Credit Agreement remain unchanged by Amendment No. 3.
On July 31, 2023, Lamar Media entered into Amendment No. 4 (the "Amendment No. 4") to the Fourth Amended and Restated Credit Agreement with certain of Lamar Media's subsidiaries as guarantors, JPMorgan Chase Bank, N.A. as administrative agent and the lenders party thereto. Amendment No. 4 extends the maturity date of Lamar Media's $750.0 million revolving credit facility such that the revolving credit facility matures July 31, 2028; provided, that, if on the date (a "Springing Maturity Test Date") that is 91 days prior to the February 15, 2028 maturity date of Lamar Media's 3 3/4% Notes, the Company and its restricted subsidiaries do not have sufficient liquidity (defined as unrestricted cash and cash equivalents of the Company and its restricted subsidiaries plus unused commitments under the revolving credit facility) to repay in full the aggregate outstanding amount (including all accrued and unpaid interest, premiums and make-whole amounts (if any)) of the 3 3/4% Notes (as applicable), the revolving credit facility will mature on such Springing Maturity Test Date. On the maturity date of the revolving credit facility, the entire principal amount of revolving loans outstanding under the revolving credit facility, together with all accrued and unpaid interest on such revolving loans, will be due and payable.
Amendment No. 4 also establishes a $75.0 million swingline as a sublimit of the revolving credit facility, which allows Lamar Media to borrow revolving loans on a same-day basis, in an aggregate outstanding principal amount of up to $75.0 million. In addition, Amendment No. 4 amends the provisions of the Fourth Amended and Restated Credit Agreement related to incremental facilities to allow Lamar Media to establish, from time to time, one or more new incremental revolving facilities on the terms, and subject to the conditions, set forth therein.
On September 23, 2025, Lamar Media entered into Amendment No. 5 (the “Amendment No. 5”, and together with the Amendment, the Amendment No. 2, the Amendment No. 3 and the Amendment No. 4, the “Amendments”) to the Fourth Amended and Restated Credit Agreement with certain of Lamar Media’s subsidiaries as guarantors, JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto. Amendment No. 5 established the Term B loans as a new class of incremental term loans. Lamar Media borrowed all $700.0 million in Term B loans on September 23, 2025. Proceeds from the Term B loans were used to repay $600.0 million in Term B loans previously outstanding, with the remainder used to repay a portion of the outstanding balance on the revolving credit facility. The Term B loans will mature on September 23, 2032 (or if such day is not a Business Day, the next Business Day) and the entire principal amount of the Term B loans then outstanding, together with all accrued and unpaid interest on the Term B loans, will be due and payable on such date. The Term B loans bear interest at rates based on the Adjusted Term SOFR Rate (“Term Benchmark Term B Loans”) or the Adjusted Base Rate (“Base Rate Term B Loans”) at Lamar Media’s option. For purposes of the Term B Loans, the “Adjusted Term SOFR Rate” is a rate per annum equal to the Term SOFR Rate for the applicable interest period, plus 0.00%. Term Benchmark Term B Loans bear interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 1.50% and Base Rate Term B Loans bear interest at a rate per annum equal to the Adjusted Base Rate plus 0.50%. The covenants, events of default and other terms of the senior credit facility (all of which are unchanged by Amendment No. 5) apply to the Term B loans.
As of December 31, 2025, the aggregate balance outstanding under the senior credit facility was $700.0 million, consisting of $700.0 million in Term B loans aggregate principal balance and nooutstanding borrowings under our revolving credit facility. Lamar Media had approximately $742.2 million of unused capacity under the revolving credit facility.
Note Offering. On September 25, 2025, Lamar Media completed an institutional private placement of $400.0 million aggregate principal amount of 5 3/8% Senior Notes due 2033 (the “5 3/8% Notes”). The institutional private placement on September 25, 2025 resulted in net proceeds to Lamar Media of approximately $393.5 million. Lamar Media used the proceeds from this offering, together with borrowings on the Term B loans, to pay off the balance outstanding on the revolving credit facility as well as pay down a portion of the balance on the Accounts Receivable Securitization Program.
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Factors Affecting Sources of Liquidity
Internally Generated Funds. The key factors affecting internally generated cash flow are general economic conditions, specific economic conditions in the markets where the Company conducts its business and overall spending on advertising by advertisers. We expect to generate cash flows from operations during 2026 in excess of our cash needs for operations, capital expenditures and dividends, as described herein, and we believe we have sufficient liquidity with cash on hand and availability under our revolving credit facility to meet our operating cash needs for the next twelve months.
Credit Facilities and Other Debt Securities. The Company and Lamar Media must comply with certain covenants and restrictions related to the senior credit facility, its outstanding debt securities and its Accounts Receivable Securitization Program.
Restrictions under Debt Securities. The Company and Lamar Media must comply with certain covenants and restrictions related to its outstanding debt securities. Currently, Lamar Media has outstanding the $600.0 million 3 3/4% Senior Notes issued February 2020, the $550.0 million 4% Senior Notes issued February 2020 and August 2020, the $400.0 million 4 7/8% Senior Notes issued in May 2020, the $550.0 million 3 5/8% Senior Notes issued in January 2021 and the $400.0 million 5 3/8% Senior Notes issued September 2025.
The indentures relating to Lamar Media’s outstanding notes restrict its ability to incur additional indebtedness, but permit the incurrence of indebtedness (including indebtedness under the senior credit facility), (i) if no default or event of default would result from such incurrence and (ii) if after giving effect to any such incurrence, the leverage ratio (defined as the sum of (x) total consolidated debt plus (y) the aggregate liquidation preference of any preferred stock of Lamar Media’s restricted subsidiaries (and in the case of the 5 3/8% Notes, minus (z) unrestricted cash of Lamar Media and its restricted subsidiaries) to trailing four fiscal quarter EBITDA (as defined in the indentures)) would be less than 7.0 to 1.0. Currently, Lamar Media is not in default under the indentures of any of its outstanding notes and, therefore, would be permitted to incur additional indebtedness subject to the foregoing provision.
In addition to debt incurred under the provisions described in the preceding paragraph, the indentures relating to Lamar Media’s outstanding notes permit Lamar Media to incur indebtedness pursuant to the following baskets:
• up to $2.0 billion of indebtedness under the senior credit facility;
• indebtedness outstanding on the date of the indentures or debt incurred to refinance outstanding debt;
• inter-company debt between Lamar Media and its restricted subsidiaries or between restricted subsidiaries;
• certain purchase money indebtedness and capitalized lease obligations to acquire or lease property in the ordinary course of business that cannot exceed the greater of $50.0 million or 5% of Lamar Media’s net tangible assets;
• additional debt not to exceed $75.0 million; and
• up to $500.0 million of permitted securitization financings.
Restrictions Under Senior Credit Facility. Lamar Media is required to comply with certain covenants and restrictions under the senior credit facility. If the Company or Lamar Media fails to comply with these tests, the lenders under the senior credit facility will be entitled to exercise certain remedies, including the termination of the lending commitments and the acceleration of the debt payments under the senior credit facility. As of December 31, 2025 we were, and currently we are, in compliance with all such tests under the senior credit facility.
Lamar Media must maintain a secured debt ratio, defined as total consolidated secured debt of Lamar Advertising, Lamar Media and its restricted subsidiaries (including capital lease obligations), minus the lesser of (x) $150.0 million and (y) the aggregate amount of unrestricted cash and cash equivalents of Lamar Advertising, Lamar Media and its restricted subsidiaries (other than the Special Purpose Subsidiaries (as defined above under S ources of Cash – Accounts Receivable Securitization Program)) to EBITDA, as defined below, for the period of four consecutive fiscal quarters then ended, of less than or equal to 4.5 to 1.0.
Lamar Media is restricted from incurring additional indebtedness subject to exceptions, one of which is that it may incur additional indebtedness not exceeding the greater of $250.0 million or 6% of its total assets.
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Lamar Media is also restricted from incurring additional unsecured senior indebtedness under certain circumstances unless, after giving effect to the incurrence of such indebtedness, Lamar Media would have a total debt ratio, defined as (x) total consolidated debt (including subordinated debt) of Lamar Advertising, Lamar Media and its restricted subsidiaries as of any date minus the lesser of (i) $150.0 million and (ii) the aggregate amount of unrestricted cash and cash equivalents of Lamar Advertising, Lamar Media and its restricted subsidiaries (other than the Special Purpose Subsidiaries) to (y) EBITDA, as defined below, for the most recent four fiscal quarters then ended, of less than 7.0 to 1.0.
Lamar Media is also restricted from incurring additional subordinated indebtedness under certain circumstances unless, after giving effect to the incurrence of such indebtedness, it is in compliance with the secured debt ratio covenant and its total debt ratio is less than 7.0 to 1.0.
Under the senior credit facility, as amended, “EBITDA” means, for any period, net income, plus (a) to the extent deducted in determining net income for such period, the sum determined without duplication and in accordance with GAAP, of (i) taxes, (ii) interest expense, (iii) depreciation, (iv) amortization, (v) any other non-cash income or charges accrued for such period, (vi) charges and expenses in connection with the senior credit facility, any actual or proposed acquisition, disposition or investment (excluding, in each case, purchases and sales of advertising space and operating assets in the ordinary course of business) and any actual or proposed offering of securities, incurrence or repayment of indebtedness (or amendment to any agreement relating to indebtedness), including any refinancing thereof, or recapitalization, (vii) any loss or gain relating to amounts paid or earned in cash prior to the stated settlement date of any swap agreement that has been reflected in operating income for such period, and (viii) any loss on sales of receivables and related assets to a securitization entity in connection with a permitted securitization financing, plus (b) the amount of cost savings, operating expense reductions and other operating improvements or synergies projected by Lamar Media in good faith to be realized as a result of any acquisition, investment, merger, amalgamation or disposition within 18 months of any such acquisition, investment, merger, amalgamation or disposition, net of the amount of actual benefits realized during such period from such action; provided, (A) the aggregate amount for all such cost savings, operating expense reductions and other operating improvements or synergies will not exceed an amount equal to 15% of EBITDA for the applicable four quarter period and (B) any such adjustment to EBITDA pursuant to this clause (b) may only take into account cost savings, operating expense reductions and other operating improvements or synergies that are (I) directly attributable to such acquisition, investment, merger, amalgamation or disposition, (II) expected to have a continuing impact on Lamar Media and its restricted subsidiaries and (III) factually supportable, in each case all as certified by the Chief Financial Officer of Lamar Media on behalf of Lamar Media, minus (c) to the extent included in net income for such period (determined without duplication and in accordance with GAAP) (i) any extraordinary and unusual gains or losses during such period, and (ii) the proceeds of any casualty events and dispositions. For purposes of this EBITDA definition, the effect thereon of any adjustments required under Statement of Financial Accounting Standards No. 141R shall be excluded. If during any period for which EBITDA is being determined, Lamar Media has consummated any acquisition or disposition, EBITDA will be determined on a pro forma basis as if such acquisition or disposition had been made or consummated on the first day of such period.
Under the senior credit facility, "net income" means for any period, the consolidated net income (or loss) of Lamar Advertising, Lamar Media, and its restricted subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that the following is excluded from net income: (a) the income (or deficit) of any person accrued prior to the date it becomes a restricted subsidiary or is merged into or consolidated with Lamar Advertising, Lamar Media or any of its restricted subsidiaries, and (b) the income (or deficit) of any person (other than any of our restricted subsidiaries) in which Lamar Advertising, Lamar Media or any of its subsidiaries has an ownership interest, except to the extent that any such income is received by Lamar Advertising, Lamar Media or any of its restricted subsidiaries in the form of dividends or similar distributions.
The Company believes that its current level of cash on hand, availability under the senior credit facility and future cash flows from operations are sufficient to meet its operating needs for the next twelve months. All debt obligations are reflected on the Company’s balance sheet.
Restrictions under Accounts Receivable Securitization Program. The agreements governing the Accounts Receivable Securitization Program contain customary representations and warranties, affirmative and negative covenants, and termination event provisions, including but not limited to those providing for the acceleration of amounts owed under the Accounts Receivable Securitization Program if, among other things, the Special Purpose Subsidiaries fail to make payments when due, Lamar Media, the Subsidiary Originators or the Special Purpose Subsidiaries become insolvent or subject to bankruptcy proceedings or certain judicial judgments, breach certain representations and warranties or covenants or default under other material indebtedness, a change of control occurs, or if Lamar Media fails to maintain the maximum secured debt ratio of 4.5 to 1.0 required under the senior credit facility.
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Uses of Cash
Capital Expenditures. Capital expenditures, excluding acquisitions, were approximately $180.8 million for the year ended December 31, 2025. Our capital expenditures are categorized as growth or maintenance as described below.
• Growth capital expenditures include discretionary capital expenditures incurred primarily for the expansion or development of new advertising markets and construction of new advertising sites. Growth capital expenditures also include certain technology-related investments necessary to support and scale for future customer demand of our outdoor advertising services, and other capital projects. Growth capital expenditures were $111.8 million for the year ended December 31, 2025.
• Maintenance capital expenditures include recurring capital expenditures not otherwise categorized as growth or other non-recurring capital expenditures, including costs incurred to enhance existing advertising sites, general asset improvements, and ordinary corporate capital expenditures. Maintenance capital expenditures were $57.3 million for the year ended December 31, 2025.
• Other non-recurring capital expenditures include capital expenditures to develop new non-revenue generating assets, such as office space in our local markets and the costs to re-develop advertising sites impacted by hurricanes. Other non-recurring capital expenditures were $11.6 million for the year ended December 31, 2025.
• We anticipate our 2026 total capital expenditures will be approximately $186 million.
Acquisitions. During the year ended December 31, 2025, the Company completed over 50 acquisitions for a total cash purchase price of approximately $191.1 million. The acquisitions occurring during the year ended December 31, 2025 were financed using available cash on hand, borrowings under the revolving credit facility and borrowings under the Accounts Receivable Securitization Program.
Dividends. During the year ended December 31, 2025, the Company declared and paid distributions of $655.9 million, or $6.45 per share of common stock. During the year ended December 31, 2024, the Company declared and paid distributions of $578.8 million, or $5.65 per share of common stock. Subject to the approval of the Company’s Board of Directors, the Company expects aggregate quarterly distributions to stockholders in 2026 will be at least $6.40 per common share.
As a REIT, the Company must annually distribute to its stockholders an amount equal to at least 90% of its REIT taxable income (determined before the deduction for distributed earnings and excluding any net capital gain). The amount, timing and frequency of future distributions will be at the sole discretion of the Board of Directors and will be declared based upon various factors, a number of which may be beyond the Company’s control, including financial condition and operating cash flows, the amount required to maintain REIT status and reduce any income and excise taxes that the Company otherwise would be required to pay, limitations on distributions in our existing and future debt instruments, the Company’s ability to utilize net operating losses to offset, in whole or in part, the Company’s distribution requirements, limitations on its ability to fund distributions using cash generated through its TRSs, the impact of general economic conditions on the Company’s operations and other factors that the Board of Directors may deem relevant. The foregoing factors may also impact management’s recommendations to the Board of Directors as to the timing, amount and frequency of future distributions.
Stock and Debt Repurchasing Program. Prior to May 15, 2025, the Company’s Board of Directors had authorized the repurchase of up to $250.0 million of the Company’s Class A common stock. Additionally, the Board of Directors has authorized Lamar Media to repurchase up to $250.0 million in outstanding senior or senior subordinated notes and other indebtedness outstanding from time to time under its senior credit agreement. The repurchase programs are currently authorized through March 31, 2026. On May 15, 2025, the Company's Board of Directors approved the increase of the amount authorized under the Stock Repurchase Program by $150.0 million, bringing the total amount authorized under the Program to $400.0 million. The Company’s management may opt not to make any repurchases under the program, or may make aggregate purchases less than the total amount authorized. During the year ended December 31, 2025, the Company repurchased 1,388,091 shares of the Company's Class A common stock outstanding for a total purchase price of $150.0 million.
Material Cash Requirements
Our expected material cash requirements for the twelve months ended December 31, 2026 and thereafter are comprised of contractual obligations, required annual distributions and other opportunistic expenditures.
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Debt and Contractual Obligations. The following table summarizes our future debt maturities, interest payment obligations, and contractual obligations including required payments under operating and financing leases as of December 31, 2025:
(In millions) 2026
Thereafter
Debt maturities (1)
$ 0.4 $ 3,418.5
Interest obligations on long-term debt (2)
151.9 465.4
Contractual obligations, including operating and financing leases 315.0 1,928.8
Total payments due $ 467.3 $ 5,812.7
(1) Debt maturities assume there is no refinancing prior to the existing maturity date.
(2) Interest rates on our variable rate instruments assume rates at the December 31, 2025 levels. See Item 7A, "Quantitative and Qualitative Disclosures About Market Risk" for further discussion on interest rate risk.
Required Annual Distributions. As a REIT, the Company must annually distribute to its stockholders an amount equal to at least 90% of its REIT taxable income (determined before the deduction for distributed earnings and excluding any net capital gain). Our Board of Directors will continue to evaluate future dividends in order to continue to satisfy the requirements needed to maintain our REIT status.
Opportunistic Expenditures. As part of our capital allocation strategy, we plan to continue to allocate our available capital among investment alternatives that meet our return on investment criteria. We will continue to reinvest in our existing assets and expand our outdoor advertising display portfolio through new construction. We will also continue to pursue strategic acquisitions of outdoor advertising businesses and assets. This includes acquisitions in our existing markets and in new markets where we can meet our return on investment criteria.
Cash Flows
The Company’s cash flows provided by operating activities decreased $9.6 million from $873.6 million in 2024 to $864.0 million for the year ended December 31, 2025, primarily resulting from a decrease in the change in operating assets and liabilities in 2025 as compared to 2024.
Cash flows used in investing activities increased $79.7 million from $164.9 million in 2024 to $244.6 million in 2025 primarily due to a net increase in the amount of assets acquired through acquisitions and capital expenditures of $79.7 million, as compared to the same period in 2024.
The Company’s cash flows used in financing activities were $604.3 million for the year ended December 31, 2025 as compared to $703.4 million in 2024. This decrease in cash used in financing activities of $99.1 million for the year ended December 31, 2025 is primarily due to the proceeds received in the issuance of the 5 3/8% Senior Notes and net borrowings on the Term B loan, offset by an increase in cash paid for dividends and distributions, cash used for stock repurchases, and payments on the revolving credit facility.
CRITICAL ACCOUNTING ESTIMATES
Our discussion and analysis of our results of operations and liquidity and capital resources are based on our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate our estimates and judgments, including those related to intangible assets, goodwill impairment and asset retirement obligations. We base our estimates on historical and anticipated results and trends and on various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events and, where applicable, established valuation techniques. These estimates form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results may differ from our estimates. We believe that the following significant accounting policies and assumptions may involve a higher degree of judgment and complexity than others.
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Asset Retirement Obligations. The Company had an asset retirement obligation of $624.9 million as of December 31, 2025. This liability relates to the Company’s obligation upon the termination or non-renewal of a lease to dismantle and remove its billboard structures from the leased land and to restore the site to its original condition. The Company records the present value of obligations associated with the retirement of tangible long-lived assets in the period in which they are incurred. The liability is capitalized as part of the related long-lived asset’s carrying amount. Over time, accretion of the liability is recognized as an operating expense and the capitalized cost is depreciated over the expected useful life of the related asset. In calculating the liability, the Company calculates the present value of the estimated cost to dismantle using an average cost to dismantle, adjusted for inflation and market risk.
This calculation includes 100% of the Company’s billboard structures on leased land (which currently consist of approximately 71,500 structures). The Company uses a 15-year retirement period based on historical operating experience in its core markets, including the actual time that billboard structures have been located on leased land in such markets and the actual length of the leases in the core markets, which includes the initial term of the lease, plus consideration of any renewal period. Historical third-party cost information is used to estimate the cost of dismantling of the structures and the reclamation of the site. The interest rate used to calculate the present value of such costs over the retirement period is based on the Company’s historical credit-adjusted risk free rate.
Acquisitions. The Company accounts for transactions that meet the definition of a business combination and asset group purchases as acquisitions. For transactions that meet the definition of a business combination, the Company allocates the purchase price, including any contingent consideration, to the assets acquired and the liabilities assumed at their estimated fair values as of the date of the acquisition with any excess of the purchase price paid over the estimated fair value of net assets acquired recorded as goodwill. For transactions that meet the definition of a business, the determination of the final purchase price and the acquisition-date fair value of identifiable assets acquired and liabilities assumed may extend over more than one period and result in adjustments to the preliminary estimate recognized in the prior period financial statements. For transactions that meet the definition of asset group purchases, the Company allocates the purchase price to the assets acquired and the liabilities assumed at their estimated relative fair values as of the date of the acquisition. If a transaction is determined to be a group of assets, any direct acquisition costs are capitalized. Transaction costs for transactions determined to be a business combination are expensed as incurred.
The fair value of the assets acquired and liabilities assumed is typically determined by using either estimates of replacement costs or discounted cash flow valuation methods. When determining the fair value of tangible assets acquired, the Company must estimate the cost to replace the asset with a new asset, adjusted for an estimated reduction in fair value due to age of the asset, and the economic useful life. When determining the fair value of intangible assets acquired, the Company must estimate the applicable discount rate and the timing and amount of future cash flows.
Lease Liabilities and Right of Use Assets. On January 1, 2019, the Company adopted ASU No. 2016-02, “Leases (Codified as ASC 842),” which resulted in recording operating lease liabilities and right of use assets on our consolidated balance sheet. Our operating lease liabilities (including short-term liabilities) and right of use asset balances were $1.49 billion and $1.50 billion as of December 31, 2025, respectively. The balances are recorded based on the present value of the remaining minimum rental payments under the leasing standard for our existing operating leases. The key estimates for our leases include (1) the discount rate used to discount the unpaid lease payments to present value and (2) lease term. Our leases generally do not include a readily determinable implicit rate, therefore, using a portfolio approach, we determine our collateralized incremental borrowing rate to discount the lease payments based on the information available at lease commencement. Our lease terms include the noncancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor. The Company has determined we are not reasonably certain to exercise renewals or termination options, and as a result we use the lease’s initial stated term as the lease term for our lease population.
ACCOUNTING STANDARDS AND REGULATORY UPDATE
See Note 22, "New Accounting Pronouncements" to our consolidated financial statements included in Part II, Item 8 of this report for a discussion of our Accounting Standards and Regulatory Update.
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LAMAR MEDIA CORP.
The following is a discussion of the consolidated financial condition and results of operations of Lamar Media for the years ended December 31, 2025 and 2024. This discussion should be read in conjunction with the consolidated financial statements of Lamar Media and the related notes.
RESULTS OF OPERATIONS
The following table presents certain items in the Consolidated Statements of Income as a percentage of net revenues for the years ended December 31, 2025 and 2024:
Year Ended December 31,
2025 2024
Net revenues 100.0 % 100.0 %
Operating expenses:
Direct advertising expenses 33.0 % 33.0 %
General and administrative expenses 16.3 % 16.4 %
Corporate expenses 5.5 % 5.8 %
Depreciation and amortization 14.4 % 21.0 %
Operating income
34.2 % 24.1 %
Loss on extinguishment of debt
0.1 % — %
Interest expense 7.1 % 7.8 %
Income tax expense
0.9 % 0.2 %
Net income
26.2 % 16.5 %
Year ended December 31, 2025 compared to Year ended December 31, 2024
Net revenues increased $59.1 million or 2.7% to $2.27 billion for the year ended December 31, 2025 from $2.21 billion for the same period in 2024. This increase was attributable to an increase in billboard net revenues of $57.7 million and an increase in logo net revenues of $5.2 million over the prior year, offset by a decrease in transit net revenues of $3.7 million.
Net revenues for the year ended December 31, 2025, as compared to acquisition-adjusted net revenues for the comparable period in 2024, increased $45.6 million, or 2.1%. The $45.6 million increase in net revenues is due to a $47.8 million increase in billboard net revenues and an increase of $3.9 million in logo net revenues, offset by a $2.7 million decrease in transit net revenues. See “Reconciliations” below.
Total operating expenses, exclusive of depreciation and amortization and gain on disposition of assets, increased $23.6 million, or 1.9% to $1.24 billion for the year ended December 31, 2025 from $1.22 billion in the same period in 2024. The $23.6 million increase over the prior year is primarily comprised of an increase in total direct, general and administrative and corporate expenses (excluding non-cash compensation expense) of $34.2 million primarily related to the operations of our outdoor advertising assets, offset by a decrease in non-cash compensation expense of $10.6 million.
Depreciation and amortization expense decreased $136.6 million to $326.3 million for the year ended December 31, 2025 as compared to $463.0 million for the same period in 2024. The decrease is primarily due to the revision in the cost estimate included in the calculation of asset retirement obligations during 2024.
For the year ended December 31, 2025, Lamar Media recognized a gain on disposition of assets of $75.9 million as compared to a gain on disposition of assets of $6.1 million for the same period in 2024. The gain on disposition of assets for the year ended December 31, 2025 primarily resulted from the sale of its equity interest in Vistar Media, Inc., as well as transactions related to the sale billboard locations and displays.
Due to the above factors, operating income increased $242.0 million to $774.6 million for the year ended December 31, 2025 compared to $532.6 million for the same period in 2024.
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Interest expense decreased $11.3 million for the year ended December 31, 2025 to $160.4 million as compared to $171.7 million for the year ended December 31, 2024. The decrease in interest expense is related to the repayment of the Term A loans outstanding under the senior credit facility during the year ended December 31, 2024 as well as a decrease in the interest rate on the senior credit facility and Accounts Receivable Securitization Program.
Equity in earnings of investee was $0.2 million and $5.1 million for the years ended December 31, 2025 and 2024, respectively. The decrease of $4.9 million was primarily due to the sale of its equity interest in Vistar Media, Inc. in February 2025.
The increase in operating income as well as the decrease in interest expense, partially offset by the decrease in equity in earnings of investee, over the comparable period in 2024, resulted in a $246.9 million increase in net income before income taxes.
Lamar Media recorded income tax expense of $21.3 million for the year ended December 31, 2025 as compared to income tax expense of $4.5 million for the same period in 2024. The $21.3 million equates to an effective tax rate for the year ended December 31, 2025 of approximately 3.5%, which differs from the federal statutory rate primarily due to our qualification for taxation as a REIT and adjustments for foreign items.
As a result of the above factors, Lamar Media recognized net income for the year ended December 31, 2025 of $593.6 million, as compared to net income of $363.5 million for the same period in 2024.
Reconciliations:
Because acquisitions occurring after December 31, 2023 have contributed to our net revenues results for the periods presented, we provide 2024 acquisition-adjusted net revenues, which adjusts our 2024 net revenues for the year ended December 31, 2024 by adding to or subtracting from it the net revenues generated by the acquired or divested assets prior to our acquisition or divestiture of these assets for the same time frame that those assets were owned in the year ended December 31, 2025.
Reconciliations of 2024 reported net revenues to 2024 acquisition-adjusted net revenues for the year ended December 31, 2024 as well as a comparison of 2024 acquisition-adjusted net revenues to 2025 reported net revenues for the year ended December 31, 2025, are provided below:
Reconciliation and Comparison of Reported Net Revenues to Acquisition-Adjusted Net Revenues
Year ended December 31,
(In thousands) 2025 2024
Reported net revenues $ 2,266,214 $ 2,207,103
Acquisition net revenues — 13,559
Adjusted totals $ 2,266,214 $ 2,220,662
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Key Performance Indicators
Net Income/Adjusted EBITDA
Year Ended December 31, Amount of Increase (Decrease) Percent Increase (Decrease)
(In thousands) 2025 2024
Net income
$ 593,605 $ 363,507 $ 230,098 63.3 %
Income tax expense
21,327 4,531 16,796
Loss on extinguishment of debt
2,012 270 1,742
Interest expense, net
157,858 169,394 (11,536)
Equity in earnings of investee (206) (5,094) 4,888
Gain on disposition of assets
(75,941) (6,057) (69,884)
Depreciation and amortization 326,332 462,967 (136,635)
Capitalized contract fulfillment costs, net (166) (317) 151
Non-cash compensation expense 33,959 44,525 (10,566)
Adjusted EBITDA $ 1,058,780 $ 1,033,726 $ 25,054 2.4 %
Adjusted EBITDA for the year ended December 31, 2025 increased 2.4% to $1.06 billion. The increase in adjusted EBITDA was primarily attributable to the increase in our gross margin (net revenues less direct advertising expenses, exclusive of depreciation and amortization and capitalized contract fulfillment costs, net) of $40.0 million, and was partially offset by an increase in general and administrative and corporate expenses of $15.2 million, excluding the impact of non-cash compensation expense.
Segmented Adjusted EBITDA
Year Ended December 31, Amount of Increase (Decrease) Percent Increase (Decrease)
(In thousands) 2025 2024
Billboard adjusted EBITDA $ 1,116,702 $ 1,085,547 $ 31,155
Other adjusted EBITDA (1)
48,463 50,137 (1,674)
Corporate expenses (2)
(106,385) (101,958) (4,427)
Adjusted EBITDA $ 1,058,780 $ 1,033,726 $ 25,054 2.4 %
(1) Logo and transit advertising do not meet the criteria to be reportable segments, and accordingly, are included in Other.
(2) Corporate operations are not an operating segment. Corporate expenses include expenses related to infrastructure and support, including information technology, human resources, legal, finance and administrative functions of the Company, as well as overall executive, administrative and support functions.
Adjusted EBITDA for the year ended December 31, 2025 increased 2.4% to $1.06 billion. The increase in adjusted EBITDA was primarily attributable to the increase in our billboard advertising adjusted EBITDA of $31.2 million, offset by a decrease in other adjusted EBITDA of $1.7 million and an increase in corporate expenses of $4.4 million, excluding the impact of non-cash compensation expense.
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Net Income/FFO/AFFO
Year Ended December 31, Amount of Increase (Decrease) Percent Increase (Decrease)
(In thousands) 2025 2024
Net income
$ 593,605 $ 363,507 $ 230,098 63.3 %
Depreciation and amortization related to real estate 302,800 446,844 (144,044)
Gain from sale or disposal of real estate, net of tax
(62,413) (5,784) (56,629)
Adjustments for unconsolidated affiliates and non-controlling interest (6,122) (5,581) (541)
FFO $ 827,870 $ 798,986 $ 28,884 3.6 %
Straight-line expense
4,777 4,079 698
Capitalized contract fulfillment costs, net (166) (317) 151
Non-cash compensation expense 33,959 44,525 (10,566)
Non-cash portion of tax provision 168 (4,036) 4,204
Non-real estate related depreciation and amortization 23,531 16,123 7,408
Amortization of deferred financing costs 6,282 6,332 (50)
Loss on extinguishment of debt
2,012 270 1,742
Capital expenditures – maintenance (57,340) (51,986) (5,354)
Adjustments for unconsolidated affiliates and non-controlling interest 6,122 5,581 541
AFFO $ 847,215 $ 819,557 $ 27,658 3.4 %
FFO for the year ended December 31, 2025 was $827.9 million as compared to FFO of $799.0 million for the same period in 2024. AFFO for the year ended December 31, 2025 increased 3.4% to $847.2 million as compared to $819.6 million for the same period in 2024. The increase in AFFO was primarily attributable to the increase in our gross margin (net revenues less direct advertising expenses, exclusive of depreciation and amortization and capitalized contract fulfillment costs, net) of $40.0 million, partially offset by an increase in total general and administrative and corporate expenses (excluding the effect of non-cash compensation expense) of $15.2 million.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Lamar Advertising Company and Lamar Media Corp.
Lamar Advertising Company is exposed to interest rate risk in connection with variable rate debt instruments issued by its wholly owned subsidiary Lamar Media Corp. The information below summarizes the Company’s interest rate risk associated with its principal variable rate debt instruments outstanding at December 31, 2025, and should be read in conjunction with Note 9 of the Notes to the Company’s Consolidated Financial Statements.
Lamar Media Corp. has variable rate debt outstanding under the senior credit facility and its Accounts Receivable Securitization Program. Because interest rates may increase or decrease at any time, the Company is exposed to market risk as a result of the impact that changes in interest rates may have on the applicable borrowings outstanding. Increases in the interest rates applicable to these borrowings would result in increased interest expense and a reduction in the Company’s net income.
At December 31, 2025 there was approximately $948.3 million of indebtedness outstanding under the senior credit facility and Accounts Receivable Securitization Program, or approximately 27.5% of the Company’s outstanding long-term debt (including current maturities) on that date, bearing interest at variable rates. The aggregate interest expense for 2025 with respect to borrowings under the senior credit facility and the Accounts Receivable Securitization Program was $63.0 million, and the weighted average interest rate applicable to these borrowings during 2025 was 5.6%. Assuming that the weighted average interest rate was 200 basis points higher (that is 7.6% rather than 5.6%), then the Company’s 2025 interest expense would have increased by approximately $21.8 million for the year ended December 31, 2025.
The Company attempts to mitigate the interest rate risk resulting from its variable interest rate long-term debt instruments by issuing fixed rate long-term debt instruments and maintaining a balance over time between the amount of the Company’s variable rate and fixed rate indebtedness. In addition, the Company has the capability under the senior credit facility to fix the interest rates applicable to its borrowings at an amount equal to the Adjusted Term SOFR Rate (as applicable), or Adjusted Base Rate plus the applicable margin for periods of up to twelve months (in certain cases with the consent of the lenders), which would allow the Company to mitigate the impact of short-term fluctuations in market interest rates. In the event of an increase in interest rates, the Company may take further actions to mitigate its exposure. The Company cannot guarantee, however, that the actions that it may take to mitigate this risk will be feasible or that, if these actions are taken, that they will be effective.
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ITEM 8. FINANCIAL STATEMENTS
LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Management’s Report on Internal Control Over Financial Reporting
48
Report of Independent Registered Public Accounting Firm — Opinion on Internal Control Over Financial Reporting ( KPMG LLP , Baton Rouge, LA , Audit Firm ID: 185 )
49
Report of Independent Registered Public Accounting Firm — Opinion on the Consolidated Financial Statements ( KPMG LLP , Baton Rouge, LA , Audit Firm ID: 185 )
50
Consolidated Balance Sheets as of December 31, 202 5 and 202 4
52
Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 202 5 , 202 4 and 202 3
53
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 202 5 , 202 4 and 202 3
54
Consolidated Statements of Cash Flows for the years ended December 31, 202 5 , 202 4 and 202 3
55
Notes to Consolidated Financial Statements
56
Schedule II — Valuation and Qualifying Accounts for the years ended December 31, 202 5 , 202 4 and 202 3
87
Schedule III — Schedule of Real Estate and Accumulated Depreciation as of December 31, 202 5 , 202 4 and 202 3
88
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Management’s Report on Internal Control Over Financial Reporting
The management of Lamar Advertising Company is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act.
Lamar Advertising’s management assessed the effectiveness of Lamar Advertising’s internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013) . Based on this assessment, Lamar Advertising’s management has concluded that, as of December 31, 2025, Lamar Advertising’s internal control over financial reporting is effective based on those criteria. The effectiveness of Lamar Advertising’s internal control over financial reporting as of December 31, 2025 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 8 to this Annual Report.
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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Lamar Advertising Company:
Opinion on Internal Control Over Financial Reporting
We have audited Lamar Advertising Company and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedules II to III (collectively, the consolidated financial statements), and our report dated February 20, 2026 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
KPMG LLP
Baton Rouge, Louisiana
February 20, 2026
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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Lamar Advertising Company:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Lamar Advertising Company and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedules II to III (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 20, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Assessment of the accounting lease term for the portfolio of billboard land leases
As discussed in Note 7 to the consolidated financial statements, a lessee determines the lease term at the commencement date by identifying the non-cancellable period of the lease and then adding any periods for which it is reasonably certain to exercise a renewal option (or not to exercise a termination option). The Company has approximately 71,500 billboard land leases for which they determined the lease term using a portfolio approach, in accordance with which the negotiated stated initial lease term for each billboard land lease was concluded to be the lease term under Accounting Standards Codification Topic 842, Leases (ASC 842).
We identified the assessment of the lease term for the portfolio of billboard land leases, which affects the discount rate for the lease as well as the measurement of the lease liability and right of use asset, as a critical audit matter. In the Company's billboard land leases, the Company typically has both unilateral renewal and termination options. Determining the lease term
50
involved a high degree of subjectivity as to whether the lease term should or should not include renewal periods (including periods after an optional termination date), the evaluation of which required subjective auditor judgment.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company's billboard land lease process, including controls related to the qualifications and experience of individuals negotiating the stated initial lease term, reconciliation of inputs into the system, approval of billboard land lease contracts, and annual evaluation of the renewals and terminations exercised by the Company during the year. We evaluated the competence, capabilities, and objectivity of the Company's real estate team that negotiates the lease terms and conditions, and whether the team considers economic factors that are consistent with those enumerated in ASC 842 when negotiating the stated initial lease term and associated renewal and termination options. We inspected the Company's assessment and conclusion about using the portfolio approach for its billboard land leases. We tested a sample of the Company's billboard land lease population and obtained underlying documentation to evaluate whether the leases entered into are similar in terms of the lease agreement creation process, purpose for the lease (i.e. to host a Company billboard), and lease term considerations. We assessed the impact of billboard land leases with early terminations and renewals beyond the stated initial term to evaluate the Company's assertion that use of the stated initial lease term as the lease term for its billboard land leases on a portfolio basis was appropriate.
/s/ KPMG LLP
KPMG LLP
We have served as the Company’s auditor since 1999.
Baton Rouge, Louisiana
February 20, 2026
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LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2025 and 2024
(In thousands, except share and per share data)
2025 2024
ASSETS
Current assets:
Cash and cash equivalents $ 64,812 $ 49,461
Receivables, net of allowance for doubtful accounts of $ 11,856 and $ 12,404 as of 2025 and 2024, respectively
341,222 334,798
Other current assets 53,689 41,009
Total current assets 459,723 425,268
Property, plant and equipment (note 5)
4,766,872 4,574,894
Less accumulated depreciation and amortization ( 3,087,972 ) ( 2,974,085 )
Net property, plant and equipment 1,678,900 1,600,809
Operating lease right of use assets 1,504,170 1,355,231
Financing lease right of use assets 5,478 8,331
Goodwill (note 6)
2,111,257 2,035,082
Intangible assets, net (note 6)
1,113,829 1,062,601
Other assets 58,597 99,227
Total assets $ 6,931,954 $ 6,586,549
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable $ 16,469 $ 21,586
Current maturities of long-term debt, net of deferred financing costs of $ 396 and $ 611 in 2025 and 2024, respectively (note 9)
250,044 249,806
Current operating lease liabilities (note 7)
232,457 218,108
Current financing lease liabilities (note 7)
1,331 1,331
Accrued expenses (note 8)
138,675 133,943
Deferred income 155,067 153,700
Total current liabilities 794,043 778,474
Long-term debt, net of deferred financing costs of $ 29,517 and $ 22,826 in 2025 and 2024, respectively (note 9)
3,168,863 2,961,058
Operating lease liabilities (note 7)
1,254,080 1,114,407
Financing lease liabilities (note 7)
11,952 13,283
Deferred income tax liabilities (note 12)
749 8,006
Asset retirement obligation (note 10)
624,925 614,713
Other liabilities 52,563 48,588
Total liabilities 5,907,175 5,538,529
Stockholders’ equity (note 14):
Series AA preferred stock, par value $ 0.001 , $ 63.80 cumulative dividends, 5,720 shares authorized; 5,720 shares issued and outstanding at 2025 and 2024
— —
Class A common stock, par value $ 0.001 , 362,500,000 shares authorized, 89,249,234 and 88,867,481 shares issued and 86,910,542 and 87,976,923 outstanding at 2025 and 2024, respectively
89 89
Class B common stock, par value $ 0.001 , 37,500,000 shares authorized, 14,420,085 shares issued and outstanding at 2025 and 2024
14 14
Additional paid-in-capital 2,350,546 2,159,292
Accumulated comprehensive loss
( 2,803 ) ( 2,954 )
Accumulated deficit
( 1,105,651 ) ( 1,036,582 )
Cost of shares held in treasury, 2,338,692 and 890,558 shares at 2025 and 2024, respectively
( 230,609 ) ( 72,688 )
Non-controlling interest 13,193 849
Stockholders’ equity 1,024,779 1,048,020
Total liabilities and stockholders’ equity $ 6,931,954 $ 6,586,549
See accompanying notes to consolidated financial statements.
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LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Consolidated Statements of Income and Comprehensive Income
Years Ended December 31, 2025, 2024 and 2023
(In thousands, except share and per share data)
2025 2024 2023
Statements of Income
Net revenues (note 2)
$ 2,266,214 $ 2,207,103 $ 2,110,987
Operating expenses (income):
Direct advertising expenses (exclusive of depreciation and amortization) 746,858 727,875 696,799
General and administrative expenses (exclusive of depreciation and amortization) 368,747 361,133 344,780
Corporate expenses (exclusive of depreciation and amortization) 126,159 129,145 106,025
Depreciation and amortization (note 11)
326,332 462,967 293,423
Gain on disposition of assets and investments
( 75,941 ) ( 6,057 ) ( 5,474 )
1,492,155 1,675,063 1,435,553
Operating income 774,059 532,040 675,434
Other expense (income):
Loss on extinguishment of debt
2,012 270 115
Interest income ( 2,584 ) ( 2,315 ) ( 2,115 )
Interest expense 160,442 171,709 174,512
Equity in earnings of investee ( 206 ) ( 5,094 ) ( 3,696 )
159,664 164,570 168,816
Income before income tax expense
614,395 367,470 506,618
Income tax expense (note 12)
21,327 4,531 9,782
Net income
593,068 362,939 496,836
Net income attributable to non-controlling interest
5,916 1,072 1,073
Net income attributable to controlling interest
587,152 361,867 495,763
Preferred stock dividends 365 365 365
Net income applicable to common stock
$ 586,787 $ 361,502 $ 495,398
Earnings per share:
Basic earnings per share
$ 5.78 $ 3.54 $ 4.86
Diluted earnings per share
$ 5.77 $ 3.52 $ 4.85
Cash dividends declared per share of common stock $ 6.45 $ 5.65 $ 5.00
Weighted average common shares used in computing earnings per share:
Weighted average common shares outstanding basic 101,554,181 102,258,760 101,920,268
Weighted average common shares outstanding diluted 101,634,142 102,561,151 102,106,647
Statements of Comprehensive Income
Net income
$ 593,068 $ 362,939 $ 496,836
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments 108 ( 2,526 ) 231
Comprehensive income
593,176 360,413 497,067
Net income attributable to non-controlling interest
5,916 1,072 1,073
Comprehensive income attributable to controlling interest
$ 587,260 $ 359,341 $ 495,994
See accompanying notes to consolidated financial statements.
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LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity
Years Ended December 31, 2025, 2024 and 2023
(In thousands, except share and per share data)
Series AA
PREF
Stock Class A
CMN
Stock Class B
CMN
Stock Treasury
Stock Add’l
Paid in
Capital Accumulated
Comprehensive
Loss
Accumulated
Deficit
Non-controlling Interest Total
Balance, December 31, 2022
$ — $ 88 $ 14 $ ( 61,358 ) $ 2,061,671 $ ( 659 ) $ ( 804,382 ) $ — $ 1,195,374
Stock-based compensation — — — — 10,323 — — — 10,323
Issuance of 168,176 shares of common stock through stock awards
— — — — 16,615 — — — 16,615
Exercise of 60,385 shares of stock options
— — — — 4,300 — — — 4,300
Issuance of 147,006 shares of common stock through employee purchase plan
— — — — 11,389 — — — 11,389
Purchase of 57,239 shares of treasury stock
— — — ( 5,989 ) — — — — ( 5,989 )
Foreign currency translation — — — — — 231 — — 231
Net income
— — — — — — 495,763 1,073 496,836
Reallocation of capital — — — — ( 1,016 ) — — 397 ( 619 )
Dividends/distributions to common shareholders ($ 5.00 per common share)
— — — — — — ( 510,251 ) ( 1,056 ) ( 511,307 )
Dividends ($ 63.80 per preferred share)
— — — — — — ( 365 ) — ( 365 )
Balance, December 31, 2023
$ — $ 88 $ 14 $ ( 67,347 ) $ 2,103,282 $ ( 428 ) $ ( 819,235 ) $ 414 $ 1,216,788
Stock-based compensation — — — — 19,059 — — — 19,059
Issuance of 143,002 shares of common stock through stock awards
— — — — 16,990 — — — 16,990
Exercise of 112,575 shares of stock options
— 1 — — 9,089 — — — 9,090
Issuance of 125,409 shares of common stock through employee purchase plan
— — — — 11,890 — — — 11,890
Purchase of 49,623 shares of treasury stock
— — — ( 5,341 ) — — — — ( 5,341 )
Foreign currency translation — — — — — ( 2,526 ) — — ( 2,526 )
Net income
— — — — — — 361,867 1,072 362,939
Reallocation of capital — — — — ( 1,018 ) — — 1,018 —
Dividends/distributions to common shareholders ($ 5.65 per common share)
— — — — — — ( 578,849 ) ( 1,655 ) ( 580,504 )
Dividends ($ 63.80 per preferred share)
— — — — — — ( 365 ) — ( 365 )
Balance, December 31, 2024
$ — $ 89 $ 14 $ ( 72,688 ) $ 2,159,292 $ ( 2,954 ) $ ( 1,036,582 ) $ 849 $ 1,048,020
Stock-based compensation — — — — 15,772 — — — 15,772
Issuance of 174,913 shares of common stock through stock awards
— — — — 22,903 — — — 22,903
Exercise of 58,775 shares of stock options
— — — — 4,896 — — — 4,896
Issuance of 126,065 shares of common stock through employee purchase plan
— — — — 12,790 — — — 12,790
Issuance of 22,000 shares of common stock through redemption of common units of Lamar Advertising Limited Partnership
— — — — 199 — — ( 199 ) —
Purchase of 1,448,134 shares of treasury stock
— — — ( 157,921 ) — — — — ( 157,921 )
Foreign currency translation — — — — — 115 — ( 7 ) 108
Net income
— — — — — — 587,152 5,916 593,068
Verde transaction — — — — 135,520 36 — 12,086 147,642
Reallocation of capital — — — — ( 826 ) — — 826 —
Dividends/distributions to common shareholders ($ 6.45 per common share)
— — — — — — ( 655,856 ) ( 6,278 ) ( 662,134 )
Dividends ($ 63.80 per preferred share)
— — — — — — ( 365 ) — ( 365 )
Balance, December 31, 2025
$ — $ 89 $ 14 $ ( 230,609 ) $ 2,350,546 $ ( 2,803 ) $ ( 1,105,651 ) $ 13,193 $ 1,024,779
See accompanying notes to consolidated financial statements.
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Consolidated Statements of Cash Flows
Years Ended December 31, 2025, 2024 and 2023
(In thousands)
2025 2024 2023
Cash flows from operating activities:
Net income
$ 593,068 $ 362,939 $ 496,836
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 326,332 462,967 293,423
Stock-based compensation 33,959 44,525 22,649
Amortization included in interest expense 6,282 6,332 6,538
Gain on disposition of assets
( 75,941 ) ( 6,057 ) ( 5,474 )
Loss on extinguishment of debt
2,012 270 115
Equity in earnings of investee ( 206 ) ( 5,094 ) ( 3,696 )
Deferred tax (benefit) expense
( 7,623 ) ( 4,036 ) 2,384
Provision for doubtful accounts 9,414 8,770 12,737
Changes in operating assets and liabilities:
(Increase) decrease in:
Receivables ( 15,510 ) ( 43,000 ) ( 28,744 )
Prepaid expenses ( 3,011 ) ( 2,656 ) 1,087
Other assets ( 13,120 ) ( 7,424 ) ( 3,363 )
(Decrease) increase in:
Trade accounts payable ( 773 ) 3,262 ( 307 )
Accrued expenses 8,105 18,902 ( 1,708 )
Operating lease liabilities 11,295 7,498 2,490
Other liabilities ( 10,234 ) 26,412 ( 11,354 )
Cash flows provided by operating activities
864,049 873,610 783,613
Cash flows from investing activities:
Capital expenditures ( 180,800 ) ( 125,284 ) ( 178,271 )
Acquisitions ( 191,079 ) ( 45,393 ) ( 138,961 )
Decrease in notes receivable
69 65 62
Proceeds from disposition of assets and investments 127,176 5,706 7,051
Cash flows used in investing activities
( 244,634 ) ( 164,906 ) ( 310,119 )
Cash flows from financing activities:
Net proceeds from issuance of common stock 17,686 20,980 15,689
Cash used for purchase of treasury shares ( 157,921 ) ( 5,341 ) ( 5,989 )
Proceeds received from revolving credit facility 442,000 783,000 403,000
Payments on revolving credit facility ( 726,000 ) ( 569,000 ) ( 378,000 )
Principal payments on long-term debt ( 420 ) ( 400 ) ( 381 )
Principal payments on financing leases ( 1,331 ) ( 1,331 ) ( 1,331 )
Payments on senior credit facility term loans ( 600,000 ) ( 350,000 ) —
Proceeds from senior credit facility term loans 698,250 — —
Proceeds received from accounts receivable securitization program 174,400 86,400 114,900
Payments on accounts receivable securitization program ( 174,400 ) ( 86,400 ) ( 114,900 )
Proceeds received from note offering 400,000 — —
Debt issuance costs ( 14,081 ) ( 464 ) ( 2,951 )
Distributions to non-controlling interest ( 6,278 ) ( 1,655 ) ( 1,056 )
Dividends/distributions ( 656,221 ) ( 579,214 ) ( 510,616 )
Cash flows used in financing activities
( 604,316 ) ( 703,425 ) ( 481,635 )
Effect of exchange rate changes in cash and cash equivalents 252 ( 423 ) 127
Net increase (decrease) in cash and cash equivalents
15,351 4,856 ( 8,014 )
Cash and cash equivalents at beginning of year 49,461 44,605 52,619
Cash and cash equivalents at end of year $ 64,812 $ 49,461 $ 44,605
Supplemental disclosures of cash flow information:
Cash paid for interest $ 148,329 $ 165,827 $ 168,011
Cash paid for state, federal, and foreign income taxes $ 29,102 $ 8,505 $ 11,432
See accompanying notes to consolidated financial statements.
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Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
(1) Description of the Business and Significant Accounting Policies
(a) Nature of Business
Lamar Advertising Company (the Company) is engaged in the outdoor advertising business, operating approximately 159,300 billboard advertising displays in 45 states and Canada. The Company’s operating strategy is to be the leading provider of outdoor advertising services in the markets it serves.
In addition, the Company operates a logo sign business in 24 states throughout the United States and the province of Ontario, Canada and operates approximately 40,600 transit advertising displays in 23 states and Canada. Logo signs are erected pursuant to state-awarded service contracts on public rights-of-way near highway exits and deliver brand name information on available gas, food, lodging and camping services. Included in the Company’s logo sign business are tourism signing contracts. The Company provides transit advertising in airport terminals, on bus shelters, benches and buses in the markets it serves.
The Company operates as a Real Estate Investment Trust (“REIT”) for U.S. federal income tax purposes and generally will not be subject to federal income taxes on its income and gains that the Company distributes to its stockholders, including the income derived from advertising rental revenue. However, even as a REIT, the Company will remain obligated to pay income taxes on earnings from the assets of its taxable REIT subsidiaries (“TRSs”). In addition, the Company’s foreign assets and operations continue to be subject to taxation in the foreign jurisdictions where those assets are held or those operations are conducted.
The Company's direct wholly owned subsidiary Lamar Media Corp. ("Lamar Media") is party to the Amended and Restated Limited Partnership Agreement of Lamar Advertising Limited Partnership (“Lamar LP”) as the initial limited partner, along with its wholly owned subsidiary, Lamar Advertising General Partner, LLC, as the general partner of Lamar LP (the "General Partner") and certain other limited partners. Lamar Media formed Lamar LP and contributed all of its assets to Lamar LP in connection with the Company's reorganization as a specific type of REIT known as an Umbrella Partnership Real Estate Investment Trust ("UPREIT") in July 2022.
For each share of common stock the Company issues, Lamar LP issues a corresponding Common Unit to Lamar Media in exchange for the contributions of the proceeds from the stock issuance. At December 31, 2025, Lamar Media, together with the General Partner, owned 98.6 % of the Common Units of Lamar LP. The remaining 1.4 % of the Common Units are owned by unaffiliated investors and certain executives of the Company.
(b) Principles of Consolidation
The accompanying consolidated financial statements include Lamar Advertising Company, its wholly owned subsidiary, Lamar Media, and its majority-owned subsidiaries. All inter-company transactions and balances have been eliminated in consolidation.
An operating segment is a component of an enterprise:
• that engages in business activities from which it may earn revenues and incur expenses;
• whose operating results are regularly reviewed by the enterprise’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance; and
• for which discrete financial information is available.
We define the term ‘chief operating decision maker’ to be our executive management group, which consists of our Executive Chairman, President and Chief Executive Officer, and Chief Financial Officer. Currently, all operations are reviewed on a consolidated basis for budget and business plan performance by our executive management group. Additionally, operational performance at the end of each reporting period is viewed in the aggregate by our management group. Any decisions related to changes in invested capital, personnel, operational improvement or training, or to allocate other company resources are made based on the combined results.
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Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
We manage our business through three operating segments – billboard, logo and transit advertising. We rent advertising space on billboards, buses, shelters, benches, logo plates and in airport terminals.
(c) Property, Plant and Equipment
Property, plant and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets.
(d) Goodwill and Intangible Assets
Goodwill is subject to an annual impairment test. The Company designated December 31 as the date of its annual goodwill impairment test. The Company is required to identify its reporting units and determine the carrying value of each reporting unit. The Company has identified three reporting units, billboard operations, transit operations and logo operations, by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units. The Company is required to determine the fair value of each reporting unit and compare it to the carrying amount of the reporting unit. To the extent the carrying amount of a reporting unit exceeds the fair value of the reporting unit, the Company would be required to book an impairment loss.
The Company conducts a qualitative assessment by examining relevant events and circumstances which could have a negative impact on the Company’s goodwill, which includes macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, reporting unit dispositions and acquisitions, the market capitalization of the Company and other relevant events specific to the Company. If, after assessing the totality of events or circumstances described above, the Company determines that it is more likely than not that the fair value of either of the Company's reporting units is less than its carrying amount, the Company will perform a quantitative impairment test. If industry and economic conditions deteriorate, the Company may be required to assess goodwill impairment before the next annual test, which could result in impairment charges.
The Company performed its annual measurement for impairment of the goodwill of its reporting units and concluded the fair value of each reporting unit exceeded its carrying amount at its annual impairment test date on December 31, 2025 and 2024; therefore, the Company was not required to recognize an impairment loss.
Intangible assets, consisting primarily of site locations (acquired permits and leasehold agreements), customer lists and contracts, and non-competition agreements are amortized using the straight-line method over the assets' estimated useful lives, generally from 2 to 15 years.
(e) Impairment of Long-Lived Assets
Long-lived assets, such as property, plant and equipment, lease right of use assets and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset or asset group before interest expense. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset or asset group. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet.
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Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
(f) Acquisitions
The Company accounts for transactions that meet the definition of a business and group asset purchases as acquisitions. For transactions that meet the definition of a business combination, the Company allocates the purchase price, including any contingent consideration, to the assets acquired and the liabilities assumed at their estimated fair values as of the date of the acquisition with any excess of the purchase price paid over the estimated fair value of net assets acquired recorded as goodwill. The determination of the final purchase price and the acquisition-date fair value of identifiable assets acquired and liabilities assumed may extend over more than one period and result in adjustments to the preliminary estimate recognized in the prior period financial statements. For transactions that meet the definition of asset group purchases, the Company proportionally allocates the purchase price to the assets based on relative fair value acquired and the liabilities assumed at their estimated fair values as of the date of the acquisition. If a transaction is determined to be a group of assets, any direct acquisition costs are capitalized. Transaction costs for transactions determined to be a business combination are expensed as incurred.
The fair value of the assets acquired and liabilities assumed is typically determined by using either estimates of replacement costs or discounted cash flow valuation methods. When determining the fair value of tangible assets acquired, the Company must estimate the cost to replace the asset with a new asset, adjusted for an estimated reduction in fair value due to age of the asset, and the economic useful life. When determining the fair value of intangible assets acquired, the Company must estimate the applicable discount rate and the timing and amount of future cash flows.
(g) Lease Liabilities
The Company is party to various operating leases for production facilities, vehicles and sites upon which advertising structures are built, including our billboard land leases, leases of logo structures and leases of transit advertising space. The leases expire at various dates, have varying options to renew and cancel, and may contain escalation provisions. We expense our non-variable lease payments ratably over the lease term. Also, certain of our leases contain variable lease payments based on percentage of revenue or Consumer Price Index or other inflation-based indices. The variable lease costs are expensed in the period incurred. Due to our election not to reassess conclusions about lease identification as part of the adoption of ASC 842, Leases, our transit agreements were accounted for as leases on January 1, 2019. As we enter into new or renew current transit agreements, those agreements will not likely meet the criteria of a lease under ASC 842, therefore they will no longer be accounted for as a lease.
Financing lease right of use assets are amortized over the life of the lease, which is recorded in depreciation and amortization on the consolidated statements of income and comprehensive income. Interest related to financing lease liabilities is recorded in interest expense on the consolidated statements of income and comprehensive income.
The key estimates for our leases include (1) the discount rate used to discount the unpaid lease payment to present value and (2) lease term. Our leases generally do not include a readily determinable implicit rate, therefore, using a portfolio approach, we determine our collateralized incremental borrowing rate to discount the lease payment based on the information available at lease commencement. Our lease terms include the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor. The Company has determined we are not reasonably certain to exercise renewals or termination options, and as a result we use the lease’s initial stated term as the lease term for our lease population.
(h) Deferred Income
Deferred income consists principally of advertising revenue invoiced in advance. Deferred advertising revenue is recognized in income over the term of the contract.
(i) Revenue Recognition
The Company recognizes outdoor advertising revenue on an accrual basis ratably over the term of the contracts. Production revenue and the related expense for the advertising copy are recognized upon satisfaction of its performance obligation.
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Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
The Company engages in barter transactions where the Company trades advertising space for goods and services. The Company recognizes revenues and expenses from barter transactions at fair value, which is determined based on the Company’s own historical practice of receiving cash for similar advertising space from buyers unrelated to the party in the barter transaction. The amount of revenue and expense recognized for advertising barter transactions is as follows:
2025 2024 2023
Net revenues $ 9,733 $ 9,787 $ 9,599
Direct advertising expenses $ 5,414 $ 4,698 $ 4,832
General and administrative expenses $ 4,359 $ 4,525 $ 4,044
(j) Income Taxes
As a REIT, the Company is generally not subject to federal income taxes on income and gains distributed to the Company’s stockholders. However, the Company remains obligated to pay income taxes on earnings from domestic TRSs. In addition, the Company’s foreign assets and operations continue to be subject to taxation in the foreign jurisdictions where those assets are held or where those operations are conducted, including those designated as Qualified REIT Subsidiaries, or QRSs, for federal income tax purposes. Accordingly, the consolidated financial statements reflect provisions for federal, state, local and foreign income taxes. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, as well as operating loss and tax credit carryforwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities as a result of a change in tax rates is recognized in income in the period that includes the enactment date.
(k) Dividends/Distributions
As a REIT, the Company must annually distribute to its stockholders an amount equal to at least 90 % of its REIT taxable income (determined before the deduction for distributed earnings and excluding any net capital gain). During the years ended December 31, 2025, 2024 and 2023, the Company declared and paid distributions of its REIT taxable income of $ 655,856 or $ 6.45 per share, $ 578,849 or $ 5.65 per share and $ 510,251 or $ 5.00 per share, respectively. The amount, timing and frequency of future distributions will be at the sole discretion of the Board of Directors and will be declared based upon various factors, a number of which may be beyond the Company’s control, including the financial condition and operating cash flows, the amount required to maintain REIT status and reduce any income and excise taxes that the Company otherwise would be required to pay, limitations on distributions in its existing and future debt instruments, the Company’s ability to utilize net operating losses (“NOLs”) to offset, in whole or in part, the Company’s distribution requirements, limitations on its ability to fund distributions using cash generated through its TRSs, the impact of general economic conditions on the Company's operations and other factors that the Board of Directors may deem relevant. During each of the years ended December 31, 2025, 2024 and 2023, the Company paid dividend distributions to holders of its Series AA Preferred Stock of $ 365 or $ 63.80 per share.
(l) Earnings Per Share
The calculation of basic earnings per share excludes any dilutive effect of stock options, while diluted earnings per share includes the dilutive effect of stock options. No effect is shown for securities that have an anti-dilutive effect.
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Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
(m) Stock Based Compensation
Compensation expense for share-based awards is recognized based on the grant date fair value of those awards. Stock based compensation expense includes an estimate for pre-vesting forfeitures and is recognized over the requisite service periods of the awards on a straight-line basis, which is generally commensurate with the vesting term. Non-cash compensation expense recognized during the years ended December 31, 2025, 2024, and 2023 was $ 33,959 , $ 44,525 and $ 22,649 , respectively. The $ 33,959 expensed during the year ended December 31, 2025 consists of (i) $ 5,940 related to stock options and the employee stock purchase plan, (ii) $ 17,444 related to stock grants made under the Company’s performance-based stock incentive program in 2025, (iii) $ 9,830 related to LTIP Units issued to the Company's executive officers, and (iv) $ 745 related to restricted stock awards to directors. See Note 15 for information on the assumptions used to calculate the fair value of stock-based compensation.
(n) Cash and Cash Equivalents
The Company considers all highly-liquid investments with original maturities of three months or less to be cash equivalents.
(o) Credit Losses
The Company estimates credit losses on financial instruments based on amounts expected to be collected. The allowance for doubtful accounts is estimated based on historical collections, accounts receivable aging, economic indicators, and expected future trends.
(p) Foreign Currency Translation
Local currencies generally are considered the functional currencies outside the United States. Assets and liabilities for operations in local-currency environments are translated at year-end exchange rates. Income and expense items are translated at average rates of exchange prevailing during the year. Foreign currency translation adjustments are recorded as a component of other comprehensive income (loss) in the Consolidated Statements of Income and Comprehensive Income and as a component of accumulated comprehensive income (loss) in the Consolidated Statements of Stockholders’ Equity.
(q) Asset Retirement Obligations
The Company is required to record the fair value of obligations associated with the retirement of tangible long-lived assets in the period in which it is incurred. The liability is capitalized as part of the related long-lived asset’s carrying amount. Adjustments are made to the asset retirement obligation liability to reflect changes in the estimates of the retirement period and amount of expected cash flows, with an offsetting adjustment made to the related long-lived tangible asset. The significant assumptions used in estimating the Company's asset retirement obligations include the retirement period, cost of asset dismantlement, credit-adjusted risk-free interest rates, inflation and market risk. Over time, accretion of the liability is recognized as an operating expense and the capitalized cost is depreciated over the expected useful life of the related asset. The Company’s asset retirement obligations relate primarily to the dismantlement, removal, site reclamation and similar activities of its leased properties.
(r) Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
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Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
(s) Comprehensive Income
Total comprehensive income is presented in the Consolidated Statements of Income and Comprehensive Income and the components of accumulated comprehensive income (loss) are presented in the Consolidated Statements of Stockholders’ Equity. Comprehensive income is composed of foreign currency translation effects.
(t) Fair Value Measurement
The Company determines the fair value of its financial instruments using the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
(u) Investments
On July 12, 2021, Lamar invested $ 30,000 to acquire a 20 % minority interest in Vistar Media, Inc. ("Vistar"), a leading global provider of programmatic technology for the digital out-of-home sector. On February 3, 2025, T-Mobile USA, Inc. acquired 100 % of Vistar (the "Sale"). In connection with the closing of the Sale, the Company received $ 115,881 in cash consideration for the sale of its 20 % equity interest in Vistar. Up to an additional $ 14,317 of consideration for the Sale may be received by the Company in the future, upon release of the remaining purchase price for the Sale from escrow in connection with satisfaction of certain post-closing conditions. During the year ended December 31, 2025, the Company recognized a gain of $ 68,602 related to the transaction. An income tax expense of $ 13,381 was recorded during 2025 as a result of the Sale, of which $ 21,172 was related to current income tax expense offset by a deferred tax benefit of $ 7,791 . For the years ended December 31, 2025, 2024 and 2023, related to this investment, the Company recorded $ 206 , $ 5,298 and $ 4,107 , respectively, in equity in earnings of investee on the Consolidated Statements of Income and Comprehensive Income.
(v) Non-controlling Interests
Non-controlling interest represent the share of consolidated entities owned by third parties. We recognize each non-controlling holder’s respective share of the estimated fair value of the net assets at the date of formation or acquisition. Non-controlling interests are subsequently adjusted for the non-controlling holder’s share of additional contributions, distributions and their share of the net income or losses of each respective consolidated entity. We allocate net income to non-controlling interests based on the weighted average ownership interest during the period. The net income that is not attributable to us is reflected in Net Income Attributable to Noncontrolling Interest on the consolidated statements of income and comprehensive income . We do not recognize a gain or loss on ownership transactions with a consolidated entity that do not result in a change in control and recognize the difference between the carrying amount of the non-controlling interest and the consideration paid or received as additional paid-in-capital.
Certain limited partnership interests, including OP units, are exchangeable into cash or sales of our Class A common stock, at our option. Common stock issued upon exchange of a holder’s non-controlling interest is accounted for at the carrying value of the surrendered limited partnership interest and the difference between the carrying value and the fair value of the common stock issued is recorded to additional paid-in-capital.
(w) Subsequent Events
The Company has performed an evaluation of subsequent events through the date on which the financial statements are issued.
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Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
(2) Revenue
Revenue Recognition
Advertising revenues: The majority of our revenues are derived from contracts for advertising space on billboard, logo and transit displays. Contracts that do not meet the criteria of a lease under ASC 842, Leases , are accounted for under ASC 606, R evenue from Contracts with Customers . The majority of our advertising space contracts do not meet the definition of a lease under ASC 842 and are therefore accounted for under ASC 606. The contract revenues are recognized ratably over their contract life. Costs to fulfill a contract, which include our costs to install advertising copy onto billboards, are capitalized and amortized to direct advertising expenses (exclusive of depreciation and amortization) in the Consolidated Statements of Income and Comprehensive Income. During the years ended December 31, 2025 and 2024, we capitalized $ 27,310 and $ 28,003 , respectively, of costs to fulfill contracts, which is included in other current assets on the Consolidated Balance Sheets, net of expensed costs of $ 27,144 and $ 27,686 , respectively.
Other revenues: Our other component of revenue primarily consists of production services which includes creating and printing the advertising copy. Revenue for production contracts is recognized under ASC 606. Contract revenues for production services are recognized upon satisfaction of the contract which is typically less than one week.
Arrangements with multiple performance obligations: Our contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenue to each performance obligation based on the relative standalone selling price. We determine standalone selling prices based on the prices charged to customers using expected cost plus margin.
Deferred revenues: We record deferred revenues when cash payments are received or due in advance of our performance obligation. The term between invoicing and when a payment is due is not significant. For certain services we require payment before the product or services are delivered to the customer. The balance of deferred income is considered short-term and will be recognized in revenue within twelve months.
Practical expedients and exemptions: The Company is utilizing the following practical expedients and exemptions from ASC 606. We generally expense sales commissions when incurred because the amortization period is one year or less. These costs are recorded within direct advertising expenses (exclusive of depreciation and amortization). We do not disclose the value of unsatisfied performance obligations as the majority of our contracts with customers have an original expected length of less than one year. For contracts with customers which exceed one year, the future amount to be invoiced to the customer corresponds directly with the value to be received by the customer.
The following table presents our disaggregated revenue by source for the years ended December 31, 2025, 2024 and 2023.
2025 2024 2023
Billboard Advertising $ 2,013,850 $ 1,956,176 $ 1,877,823
Logo Advertising 89,182 84,028 82,324
Transit Advertising 163,182 166,899 150,840
Net Revenues $ 2,266,214 $ 2,207,103 $ 2,110,987
(3) Acquisitions
Year Ended December 31, 2025
During the year ended December 31, 2025, the Company completed over 50 acquisitions of outdoor advertising assets for a total cash purchase price of $ 191,079 . Each of these acquisitions was accounted for under the acquisition method of accounting, and, accordingly, the accompanying consolidated financial statements include the results of operations of each acquired entity from the date of acquisition. The acquisition purchase price has been allocated to assets acquired and liabilities assumed based on relative fair value estimates at the dates of acquisition.
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Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
The following is a summary of the allocation of the purchase price in the above transactions.
Total
Property, plant and equipment $ 42,548
Site locations 126,200
Non-competition agreements 905
Customer lists and contracts 17,528
Asset acquisition costs 685
Current assets 102
Current liabilities ( 5,615 )
Operating lease right of use assets 36,853
Operating lease liabilities ( 28,163 )
Other assets 36
$ 191,079
Verde Outdoor Acquisition. On July 2, 2025, Lamar LP, the subsidiary operating partnership of the Company and Lamar Media, acquired Verde Outdoor at a value of $ 147,642 through the issuance of 1,187,500 Common Units of Lamar LP. The acquisition value is based on the Company's common stock price on July 2, 2025. Pursuant to the terms of the Limited Partnership Agreement of Lamar LP, the Common Units are redeemable by the holder after a holding period, which is generally twelve months, for a cash amount per Common Unit equal to the market value of an equivalent number of shares of common stock of the Company. At the Company’s option, in lieu of cash, the redemption obligation may be satisfied by issuing shares of Class A common stock of the Company in exchange for Common Units tendered for redemption. The acquisition of Verde Outdoor includes more than 1,500 billboard faces across ten states.
The following is a summary of the allocation of the purchase price of the Verde Outdoor transaction.
Total
Property, plant and equipment $ 24,156
Goodwill 76,066
Site locations 32,270
Non-competition agreements 850
Customer lists and contracts 14,300
Operating lease right of use assets 14,757
Operating lease liabilities ( 14,757 )
$ 147,642
Total acquired intangible assets for the year ended December 31, 2025 were $ 268,804 , of which $ 76,066 was assigned to goodwill. Goodwill is not amortized for financial statement purposes and no goodwill related to the 2025 acquisitions is expected to be deductible for tax purposes. The acquired intangible assets have a weighted average useful life of approximately 14 years. The intangible assets include customer lists and contracts of $ 31,828 ( 7 year weighted average useful life) and site locations of $ 158,470 ( 15 year weighted average useful life). The aggregate amortization expense related to the 2025 acquisitions for the year ended December 31, 2025 was $ 7,981 .
Year Ended December 31, 2024
During the year ended December 31, 2024, the Company completed over 20 acquisitions of outdoor advertising assets for a total purchase price of $ 45,393 .
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Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
Each of these acquisitions was accounted for under the acquisition method of accounting, and, accordingly, the accompanying consolidated financial statements include the results of operations of each acquired entity from the date of acquisition. The acquisition purchase price has been allocated to assets acquired and liabilities assumed based on relative fair value estimates at the dates of acquisition.
The following is a summary of the allocation of the purchase price in the above transactions.
Total
Property, plant and equipment $ 10,600
Site locations 28,346
Non-competition agreements 380
Customer lists and contracts 1,302
Asset acquisition costs 182
Current assets 4,721
Current liabilities ( 409 )
Operating lease right of use assets 1,857
Operating lease liabilities ( 1,586 )
$ 45,393
Total acquired intangible assets for the year ended December 31, 2024 were $ 30,210 . The acquired intangible assets have a weighted average useful life of approximately 14 years. The intangible assets include customer lists and contracts of $ 1,302 ( 7 year weighted average useful life) and site locations of $ 28,346 ( 15 year weighted average useful life). The aggregate amortization expense related to the 2024 acquisitions for the year ended December 31, 2024 was $ 1,214 .
(4) Non-cash Financing and Investing Activities
For the year ended December 31, 2025, the Company had non-cash investing activities related to the acquisition of Verde Outdoor of $ 147,642 . For the year ended December 31, 2024, the Company had non-cash investing activities that resulted in an increase to the asset retirement obligation balance and carrying value of the related property, plant and equipment in the amount of $ 215,899 , related to the revision in estimate of the Company’s asset retirement obligation. For the years ended December 31, 2025, 2024 and 2023, there were non-cash investing and financing activities for the recognition of ROU assets and lease liabilities at lease commencement as disclosed in Note 7, “Leases”.
(5) Property, Plant and Equipment
Major categories of property, plant and equipment at December 31, 2025 and 2024 are as follows:
Estimated Life
(Years) 2025 2024
Land — $ 529,474 $ 490,367
Building and improvements 10 — 39
258,596 247,231
Advertising structures 5 — 15
3,802,718 3,679,719
Automotive and other equipment 3 — 7
176,084 157,577
Property, plant and equipment $ 4,766,872 $ 4,574,894
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Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
(6) Goodwill and Other Intangible Assets
The following is a summary of intangible assets at December 31, 2025 and 2024:
Estimated
Life
(Years) 2025 2024
Gross Carrying
Amount Accumulated
Amortization Gross Carrying
Amount Accumulated
Amortization
Amortizable Intangible Assets:
Customer lists and contracts 7 — 10
$ 764,018 $ 689,291 $ 732,098 $ 665,095
Non-competition agreements 3 — 15
73,249 67,318 71,960 66,894
Site locations 15 3,141,624 2,118,365 2,982,504 2,002,272
Other 2 — 15
53,446 43,534 52,761 42,461
$ 4,032,337 $ 2,918,508 $ 3,839,323 $ 2,776,722
Unamortizable Intangible Assets:
Goodwill $ 2,364,793 $ 253,536 $ 2,288,618 $ 253,536
The changes in the gross carrying amount of goodwill for the years ended December 31, 2025 and 2024 are as follows:
Balance as of December 31, 2023
$ 2,288,807
Purchase price adjustments and other ( 189 )
Balance as of December 31, 2024
$ 2,288,618
Goodwill acquired during the year 76,066
Purchase price adjustments and other 109
Balance as of December 31, 2025
$ 2,364,793
Amortization expense for the years ended December 31, 2025, 2024 and 2023 was $ 144,364 , $ 141,892 and $ 140,033 , respectively. The following is a summary of the estimated amortization expense for future years:
2026 $ 142,954
2027 138,962
2028 132,421
2029 123,883
2030 114,801
Thereafter 460,808
Total $ 1,113,829
(7) Leases
The Company is party to various operating leases for production facilities, vehicles and sites upon which advertising structures are built, including our billboard land leases, leases of logo structures and leases of transit advertising space. The leases expire at various dates, have varying options to renew and cancel, and may contain escalation provisions. We expense our non-variable lease payments ratably over the lease term. Also, certain of our leases contain variable lease payments based on percentage of revenue or consumer price index or other inflation-based indices. The variable lease costs are expensed in the period incurred. Due to our election not to reassess conclusions about lease identification, as part of the adoption of ASC 842, our transit agreements were accounted for as leases on January 1, 2019. As we enter into new or renew current transit agreements, those agreements will not likely meet the criteria of a lease under ASC 842, therefore they will no longer be accounted for as a lease.
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Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
Financing lease right of use assets are amortized over the life of the lease which is recorded in depreciation and amortization on the Consolidated Statements of Income and Comprehensive Income. Interest related to financing lease liabilities is recorded in interest expense on the Consolidated Statements of Income and Comprehensive Income.
The key estimates for our leases include (1) the discount rate used to discount the unpaid lease payment to present value and (2) lease term. Our leases generally do not include a readily determinable implicit rate, therefore, using a portfolio approach, we determine our collateralized incremental borrowing rate to discount the lease payment based on the information available at lease commencement. Our lease terms include the non-cancellable period of the lease plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend the lease controlled by the lessor. The Company has determined we are not reasonably certain to exercise renewals or termination options, and as a result we use the lease’s initial stated term as the lease term for our lease population.
During the year ended December 31, 2025, we had base operating lease costs of $ 333,436 and variable operating lease costs of $ 67,581 , for a total operating lease cost of $ 401,017 . During the year ended December 31, 2024, we had base operating lease costs of $ 319,058 and variable operating lease costs of $ 64,682 , for a total operating lease cost of $ 383,740 . During the year ended December 31, 2023, we had base operating lease costs of $ 311,640 and variable operating lease costs of $ 60,147 , for a total operating lease cost of $ 371,787 . Our operating lease costs are recorded in direct advertising expenses (exclusive of depreciation and amortization). Also, for the years ended December 31, 2025, 2024 and 2023, we recorded a gain of $ 456 , $ 403 and $ 295 , respectively, in gain on disposition of assets related to the amendment and termination of lease agreements. Cash payments of $ 324,787 , $ 320,053 and $ 310,863 were made reducing our operating lease liabilities for the years ended December 31, 2025, 2024 and 2023, respectively, and are included in cash flows provided by operating activities in the Consolidated Statements of Cash Flows.
We elected the short-term lease exemption which applies to certain of our vehicle agreements. This election allows the Company to not recognize lease right of use assets or lease liabilities for agreements with a term of twelve months or less. We recorded $ 10,438 , $ 10,439 and $ 10,189 in direct advertising expenses (exclusive of depreciation and amortization) for these agreements during the years ended December 31, 2025, 2024 and 2023, respectively.
Our operating leases have a weighted-average remaining lease term of 12.8 years. The weighted-average discount rate of our operating leases is 5.3 %. During the years ended December 31, 2025 and 2024, we obtained $ 79,350 and $ 24,627 , respectively, of leased assets in exchange for new operating lease liabilities, which includes liabilities obtained through acquisitions. Lease terminations during the year resulted in a $ 7,454 and $ 5,068 reduction to operating lease liabilities for the years ended December 31, 2025 and 2024, respectively.
The following is a summary of the maturities of our operating lease liabilities as of December 31, 2025:
2026 $ 269,140
2027 219,040
2028 191,341
2029 168,266
2030 141,395
Thereafter 1,068,457
Total undiscounted operating lease payments 2,057,639
Less: Imputed interest ( 571,102 )
Total operating lease liabilities $ 1,486,537
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Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
During the years ended December 31, 2025 and 2024, we obtained no new leased assets in exchange for new financing lease liabilities. Our financing leases have a weighted-average remaining lease term of 1.92 years and a weighted-average discount rate of 3.1 %. For the years ended December 31, 2025, 2024 and 2023, amortization expense of $ 2,853 was recorded within depreciation and amortization and interest expense of $ 423 , $ 463 and $ 504 was recorded within interest expense, respectively, on the Consolidated Statements of Income and Comprehensive Income in relation to these financing lease liabilities. Cash payments of $ 1,331 were made reducing our financing lease liabilities for the years ended December 31, 2025, 2024 and 2023 and are included in cash flows used in financing activities in the Consolidated Statements of Cash Flows.
Due to our election not to reassess conclusions about lease identification as part of the adoption of ASC 842, Leases , our transit agreements were accounted for as leases on January 1, 2019. As we enter into new or renew current transit agreements, those agreements do not meet the criteria of a lease under ASC 842, therefore they are no longer accounted for as a lease. For the years ended December 31, 2025, 2024 and 2023, non-lease variable transit payments were $ 100,276 , $ 97,099 and $ 87,688 , respectively. These transit expenses are recorded in direct advertising expenses (exclusive of depreciation and amortization) on the Consolidated Statements of Income and Comprehensive Income.
(8) Accrued Expenses
The following is a summary of accrued expenses at December 31, 2025 and 2024:
2025 2024
Payroll $ 24,326 $ 27,871
Interest 28,704 22,837
Insurance benefits 12,063 10,972
Accrued variable lease and contract expense 32,898 34,416
Stock-based compensation 11,691 16,404
Other 28,993 21,443
$ 138,675 $ 133,943
(9) Long-term Debt
Long-term debt consists of the following at December 31, 2025 and 2024:
December 31, 2025
Debt Deferred
financing costs Debt, net of
deferred
financing costs
Senior Credit Facility $ 698,332 $ 9,691 $ 688,641
Accounts Receivable Securitization Program 250,000 396 249,604
3 3/4% Senior Notes 600,000 2,636 597,364
3 5/8% Senior Notes 550,000 4,624 545,376
4 % Senior Notes
549,674 3,994 545,680
4 7/8% Senior Notes 400,000 2,405 397,595
5 3/8% Senior Notes 400,000 6,167 393,833
Other notes with various rates and terms 814 — 814
3,448,820 29,913 3,418,907
Less current maturities ( 250,440 ) ( 396 ) ( 250,044 )
Long-term debt, excluding current maturities $ 3,198,380 $ 29,517 $ 3,168,863
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Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
December 31, 2024
Debt Deferred
financing costs Debt, net of
deferred
financing costs
Senior Credit Facility $ 883,474 $ 5,623 $ 877,851
Accounts Receivable Securitization Program 250,000 611 249,389
3 3/4% Senior Notes 600,000 3,802 596,198
3 5/8% Senior Notes 550,000 5,440 544,560
4 % Senior Notes
549,595 4,854 544,741
4 7/8% Senior Notes 400,000 3,107 396,893
Other notes with various rates and terms 1,232 — 1,232
3,234,301 23,437 3,210,864
Less current maturities ( 250,417 ) ( 611 ) ( 249,806 )
Long-term debt, excluding current maturities $ 2,983,884 $ 22,826 $ 2,961,058
Long-term debt contractual maturities are as follows:
Debt Deferred
financing costs Debt, net of
deferred
financing costs
2026 $ 439 $ — $ 439
2027 250,346 396 249,950
2028 600,000 4,936 595,064
2029 400,000 2,405 397,595
2030 549,674 3,994 545,680
Thereafter 1,648,361 18,182 1,630,179
Senior Credit Facility
On February 6, 2020, Lamar Media entered into a Fourth Amended and Restated Credit Agreement (the “Fourth Amended and Restated Credit Agreement”) with certain of Lamar Media’s subsidiaries as guarantors, JPMorgan Chase Bank, N.A. as administrative agent and the lenders party thereto, under which the parties agreed to amend and restate Lamar Media’s existing senior credit facility. The Fourth Amended and Restated Credit Agreement amended and restated the Third Amended and Restated Credit Agreement dated as of May 15, 2017, as amended (the “Third Amended and Restated Credit Agreement”).
The senior credit facility, as established by the Fourth Amended and Restated Credit Agreement (as amended by the Amendments, as defined below) (the “senior credit facility”), consists of (i) a $ 750,000 senior secured revolving credit facility which will mature on July 31, 2028, subject to certain conditions (see description of Amendment No. 4 below) (the “revolving credit facility”), (ii) a $ 700,000 senior secured Term B loan facility (the “Term B loans”) which will mature on September 23, 2032, and (iii) an incremental facility (the “Incremental Facility”) pursuant to which Lamar Media may incur additional term loan tranches or additional incremental revolving facilities, or increase its existing revolving credit facility subject to a pro forma secured debt ratio of 4.50 to 1.00, as well as certain other conditions including lender approval.
The revolving credit facility bears interest at rates based on Term SOFR ("Term SOFR revolving loans”) or the Adjusted Base Rate (“Base Rate revolving loans”), at Lamar Media’s option. Term SOFR revolving loans bear interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 1.50 % (or the Adjusted Term SOFR Rate plus 1.25 % at any time the Total Debt Ratio is less than or equal to 3.25 to 1). Base Rate revolving loans bear interest at a rate per annum equal to the Adjusted Base Rate plus 0.50 % (or the Adjusted Base Rate plus 0.25 % at any time the total debt ratio is less than or equal to 3.25 to 1). The guarantees, covenants, events of default and other terms of the senior credit facility apply to the Term B loans and revolving credit facility.
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Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
On July 29, 2022, Lamar Media entered into Amendment No. 2 ("Amendment No. 2") to the Fourth Amended and Restated Credit Agreement with certain of Lamar Media's subsidiaries as guarantors, JPMorgan Chase Bank, N.A. as administrative agent and the lenders party thereto. Amendment No. 2 established the Term A loans as a new class of incremental term loans. The Term A loans were set to mature on February 6, 2025 with no required amortization payments prior to maturity. Lamar Media borrowed all $ 350,000 in Term A loans on July 29, 2022 and proceeds from the Term A loans were used to repay outstanding balances on the revolving credit facility and a portion of the outstanding balance on the Accounts Receivable Securitization Program. The Term A loans were subsequently repaid in full on July 31, 2024.
On April 26, 2023, Lamar Media entered into Amendment No. 3 ("Amendment No. 3") to the Fourth Amended and Restated Credit Agreement with certain of Lamar Media's subsidiaries as guarantors, JPMorgan Chase Bank N.A. as administrative agent and the lenders party thereto. Amendment No. 3 replaced the London Interbank Offered Rate as administered by the ICE Benchmark Administration with Term SOFR as the successor rate, as set in the Fourth Amended and Restated Credit Agreement. All other material terms and conditions of the Fourth Amended and Restated Credit Agreement remain unchanged by Amendment No. 3.
On July 31, 2023, Lamar Media entered into Amendment No. 4 ("Amendment No. 4"), to the Fourth Amended and Restated Credit Agreement with certain of Lamar Media's subsidiaries as guarantors, JPMorgan Chase Bank, N.A. as administrative agent and the lenders party thereto. Amendment No. 4 extends the maturity date of Lamar Media's $ 750,000 revolving credit facility such that the revolving credit facility matures July 31, 2028; provided, that, if on the date (a "Springing Maturity Test Date") that is 91 days prior to the February 15, 2028 maturity date of Lamar Media's 3 3/4% Notes, the Company and its restricted subsidiaries do not have sufficient liquidity (defined as unrestricted cash and cash equivalents of the Company and its restricted subsidiaries plus unused commitments under the revolving credit facility) to repay in full the aggregate outstanding amount (including all accrued and unpaid interest, premiums and make-whole amounts (if any)) of the 3 3/4% Notes, the revolving credit facility will mature on such Springing Maturity Test Date. On the maturity date of the revolving credit facility, the entire principal amount of revolving loans outstanding under the revolving credit facility, together with all accrued and unpaid interest on such revolving loans, will be due and payable.
Amendment No. 4 also establishes a $ 75,000 swingline as a sublimit of the revolving credit facility, which allows Lamar Media to borrow revolving loans on a same-day basis, in an aggregate outstanding principal amount of up to $ 75,000 . In addition, Amendment No. 4 amends the provisions of the Fourth Amended and Restated Credit Agreement related to incremental facilities to allow Lamar Media to establish, from time to time, one or more new incremental revolving facilities on the terms, and subject to the conditions, set forth therein.
On September 23, 2025, Lamar Media entered into Amendment No. 5 (the “Amendment No. 5”, and together with the Amendment, the Amendment No. 2, the Amendment No. 3 and the Amendment No. 4, the “Amendments”) to the Fourth Amended and Restated Credit Agreement with certain of Lamar Media’s subsidiaries as guarantors, JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto. Amendment No. 5 established the Term B loans as a new class of incremental term loans. Lamar Media borrowed all $ 700,000 in Term B loans on September 23, 2025. Proceeds from the Term B loans were used to repay $ 600,000 in Term B loans previously outstanding, with the remainder used to repay a portion of the outstanding balance on the revolving credit facility. The Term B loans will mature on September 23, 2032 (or if such day is not a Business Day, the next Business Day) and the entire principal amount of the Term B loans then outstanding, together with all accrued and unpaid interest on the Term B loans, will be due and payable on such date. The Term B loans bear interest at rates based on the Adjusted Term SOFR Rate (“Term Benchmark Term B Loans”) or the Adjusted Base Rate (“Base Rate Term B Loans”) at Lamar Media’s option. For purposes of the Term B Loans, the “Adjusted Term SOFR Rate” is a rate per annum equal to the Term SOFR Rate for the applicable interest period, plus 0.00 %. Term Benchmark Term B Loans bear interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 1.50 % and Base Rate Term B Loans bear interest at a rate per annum equal to the Adjusted Base Rate plus 0.50 %. The covenants, events of default and other terms of the senior credit facility (all of which are unchanged by Amendment No. 5) apply to the Term B loans.
As of December 31, 2025, there were no outstanding borrowings under the revolving credit facility. Availability under the revolving credit facility is reduced by the amount of any letters of credit outstanding. Lamar Media had $ 7,778 in letters of credit outstanding as of December 31, 2025 resulting in $ 742,222 of availability under the revolving credit facility. Revolving credit loans may be requested under the revolving credit facility at any time prior to its maturity.
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Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
The terms of Lamar Media’s senior credit facility and the indentures relating to Lamar Media’s outstanding notes restrict, among other things, the ability of Lamar Advertising and Lamar Media to:
• dispose of assets;
• incur or repay debt;
• create liens;
• make investments; and
• pay dividends.
The senior credit facility contains provisions that allow Lamar Media to conduct its affairs in a manner that allows Lamar Advertising to qualify and remain qualified as a REIT, including by allowing Lamar Media to make distributions to Lamar Advertising required for the Company to qualify and remain qualified for taxation as a REIT, subject to certain restrictions.
Lamar Media’s ability to make distributions to Lamar Advertising is also restricted under the terms of these agreements. Under the senior credit facility, the Company must maintain a specified secured debt ratio as long as a revolving credit commitment, revolving loan or letter of credit remains outstanding, and in addition, must satisfy a total debt ratio in order to incur debt, make distributions or make certain investments.
Lamar Advertising and Lamar Media were in compliance with all of the terms of their indentures and the senior credit facility provisions during the periods presented.
Accounts Receivable Securitization Program
On December 18, 2018, Lamar Media entered into a $ 175,000 Receivables Financing Agreement (the "Receivables Financing Agreement") with its wholly-owned special purpose entities, Lamar QRS Receivables, LLC and Lamar TRS Receivables, LLC (the “Special Purpose Subsidiaries”) (the "Accounts Receivable Securitization Program"). The Accounts Receivable Securitization Program is limited to the availability of eligible accounts receivable collateralizing the borrowings under the agreements governing the Accounts Receivable Securitization Program.
Pursuant to two separate Purchase and Sale Agreements dated December 18, 2018, each of which is among Lamar Media as initial Servicer, certain of Lamar Media’s subsidiaries and a Special Purpose Subsidiary, the subsidiaries sold substantially all of their existing and future accounts receivable balances to the Special Purpose Subsidiaries. The Special Purpose Subsidiaries use the accounts receivable balances to collateralize loans pursuant to the Accounts Receivable Securitization Program. Lamar Media retains the responsibility of servicing the accounts receivable balances pledged as collateral under the Accounts Receivable Securitization Program and provides a performance guaranty.
On June 24, 2022, Lamar Media and the Special Purpose Subsidiaries entered into the Sixth Amendment (the "Sixth Amendment") to the Receivables Financing Agreement. The Sixth Amendment increased the Accounts Receivable Securitization Program from $ 175,000 to $ 250,000 and extended the maturity date of the Accounts Receivable Securitization Program to July 21, 2025. Additionally, the Sixth Amendment provides for the replacement of LIBOR-based interest rate mechanics with Term SOFR based interest rate mechanics for the Accounts Receivable Securitization Program.
The Accounts Receivable Securitization Program was set to mature on July 21, 2025, but was subsequently extended to October 15, 2027 by the Seventh Amendment to the Receivables Financing Agreement dated October 15, 2024. Lamar Media may amend the facility to further extend the maturity date, enter into a new securitization facility with a different maturity date, or refinance the indebtedness outstanding under the Accounts Receivable Securitization Program using borrowings under its senior credit facility or from other financing sources.
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Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
As of December 31, 2025, there was $ 250,000 outstanding aggregate borrowings under the Accounts Receivable Securitization Program. Lamar Media had no additional availability for borrowing under the Accounts Receivable Securitization Program as of December 31, 2025. The commitment fees based on the amount of unused commitments under the Accounts Receivable Securitization Program were immaterial during the year ended December 31, 2025.
The Accounts Receivable Securitization Program is accounted for as a collateralized financing activity, rather than a sale of assets, and therefore: (i) accounts receivable balances pledged as collateral are presented as assets and the borrowings are presented as liabilities on our Consolidated Balance Sheets, (ii) our Consolidated Statements of Income and Comprehensive Income reflect the associated charges for bad debt expense (a component of general and administrative expenses) related to the pledged accounts receivable and interest expense associated with the collateralized borrowings and (iii) receipts from customers related to the underlying accounts receivable are reflected as operating cash flows and borrowings and repayments under the collateralized loans are reflected as financing cash flows within our Consolidated Statements of Cash Flows.
4 % Senior Notes
On February 6, 2020, Lamar Media completed an institutional private placement of $ 400,000 aggregate principal amount of 4 % Senior Notes due 2030 (the “Original 4 % Notes”). The institutional private placement on February 6, 2020 resulted in net proceeds to Lamar Media of approximately $ 395,000 .
On August 19, 2020, Lamar Media completed an institutional private placement of an additional $ 150,000 aggregate principal amount of its 4 % Notes (the “Additional 4 % Notes”, and together with the "Original 4 % Notes”, the " 4 % Notes"). Other than with respect to the date of issuance and issue price, the Additional 4 % Notes have the same terms as the Original 4 % Notes. The institutional private placement on August 19, 2020 resulted in net proceeds to Lamar Media of approximately $ 146,900 .
On or after February 15, 2025, Lamar Media may redeem the 4 % Notes, in whole or in part, in cash at redemption prices specified in the 4 % Notes. In addition, if the Company or Lamar Media undergoes a change of control, Lamar Media may be required to make an offer to purchase each holder’s 4 % Notes at a price equal to 101 % of the principal amount of the 4 % Notes, plus accrued and unpaid interest, up to but not including the repurchase date.
3 3/4% Senior Notes
On February 6, 2020, Lamar Media completed an institutional private placement of $ 600,000 aggregate principal amount of 3 3/4% Senior Notes due 2028 (the “3 3/4% Notes”). The institutional private placement on February 6, 2020 resulted in net proceeds to Lamar Media of approximately $ 592,500 .
On or after February 15, 2023, Lamar Media may redeem the 3 3/4% Notes, in whole or in part, in cash at redemption prices specified in the 3 3/4% Notes. In addition, if the Company or Lamar Media undergoes a change of control, Lamar Media may be required to make an offer to purchase each holder’s 3 3/4% Notes at a price equal to 101 % of the principal amount of the 3 3/4% Notes, plus accrued and unpaid interest, up to but not including the repurchase date.
4 7/8% Senior Notes
On May 13, 2020, Lamar Media completed an institutional private placement of $ 400,000 aggregate principal amount of 4 7/8% Senior Notes due 2029 (the “4 7/8% Notes”). The institutional private placement on May 13, 2020 resulted in net proceeds to Lamar Media of approximately $ 395,000 .
On or after January 15, 2024, Lamar Media may redeem the 4 7/8% Notes, in whole or in part, in cash at redemption prices specified in the 4 7/8% Notes. In addition, if the Company or Lamar Media undergoes a change of control, Lamar Media may be required to make an offer to purchase each holder’s 4 7/8% Notes at a price equal to 101 % of the principal amount of the 4 7/8% Notes, plus accrued and unpaid interest, up to but not including the repurchase date.
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Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
3 5/8% Senior Notes
On January 22, 2021, Lamar Media completed an institutional private placement of $ 550,000 aggregate principal amount of 3 5/8% Senior Notes due 2031 (the "3 5/8% Notes"). The institutional private placement on January 22, 2021 resulted in net proceeds to Lamar Media of approximately $ 542,500 .
At any time prior to January 15, 2026, Lamar Media may redeem some or all of the 3 5/8% Notes at a price equal to 100 % of the aggregate principal amount, plus accrued and unpaid interest thereon and a make-whole premium. On or after January 15, 2026, Lamar Media may redeem the 3 5/8% Notes, in whole or in part, in cash at redemption prices specified in the 3 5/8% Notes. In addition, if the Company or Lamar Media undergoes a change of control, Lamar Media may be required to make an offer to purchase each holder's 3 5/8% Notes at a price equal to 101 % of the principal amount of the 3 5/8% Notes, plus accrued and unpaid interest, up to but not including the repurchase date.
5 3/8% Senior Notes
On September 25, 2025, Lamar Media completed an institutional private placement of $ 400,000 aggregate principal amount of 5 3/8% Senior Notes due 2033 (the “5 3/8% Notes”). The institutional private placement on September 25, 2025 resulted in net proceeds to Lamar Media of approximately $ 393,500 . Lamar Media used the proceeds from this offering, together with borrowings on the Term B loans, to pay off the balance outstanding on the revolving credit facility as well as pay down a portion of the balance on the Accounts Receivable Securitization Program.
Lamar Media may redeem up to 40 % of the aggregate principal amount of 5 3/8% Notes, at any time and from time to time, at a price equal to 105.375 % of the aggregate principal amount redeemed, plus accrued and unpaid interest thereon, with the net cash proceeds of certain public equity offerings completed before November 1, 2028, provided that following the redemption, at least 60% of the 5 3/8% Notes that were originally issued remain outstanding and any such redemption occurs within 120 days following the closing of any such public equity offering. At any time prior to November 1, 2028, Lamar Media may redeem some or all of the 5 3/8% Notes at a price equal to 100 % of the aggregate principal amount, plus accrued and unpaid interest thereon and a make-whole premium. On or after November 1, 2028, Lamar Media may redeem the 5 3/8% Notes, in whole or in part, in cash at redemption prices specified in the 5 3/8% Notes. In addition, if the Company or Lamar Media undergoes a change of control and a rating of the 5 3/8% Notes is reduced, Lamar Media may be required to make an offer to purchase each holder's 5 3/8% Notes at a price equal to 101 % of the principal amount of the 5 3/8% Notes, plus accrued and unpaid interest, up to but not including the repurchase date.
Exchange Offers
In October 2020, the Company completed a subsequent exchange offer with respect to each of the 4 % Notes, 3 3/4% Notes, and 4 7/8% Notes, in each case, for substantially identical notes registered under the Securities Act of 1933, as amended. In September 2021, the Company completed a subsequent exchange offer with respect to the 3 5/8% Notes for substantially identical notes registered under the Securities Act of 1933, as amended. The Company will not complete a subsequent exchange offer with respect to the 5 3/8% Notes issued in September 2025.
Debt Repurchase Program
The Company’s Board of Directors authorized Lamar Media to repurchase up to $ 250,000 in outstanding senior or senior subordinated notes and other indebtedness outstanding from time to time under its Fourth Amended and Restated Credit Agreement. On September 24, 2024, the Board of Directors authorized the extension of the repurchase program through March 31, 2026. There were no repurchases under the program as of December 31, 2025.
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Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
(10) Asset Retirement Obligation
The Company’s asset retirement obligation includes the costs associated with the removal of its structures, resurfacing of the land and retirement costs, if applicable, related to the Company’s outdoor advertising portfolio. The following table reflects information related to our asset retirement obligations:
Balance at December 31, 2023
$ 397,991
Additions to asset retirement obligations 289
Revision in estimates 215,899
Accretion expense 7,843
Liabilities settled ( 7,309 )
Balance at December 31, 2024
$ 614,713
Additions to asset retirement obligations 7,219
Accretion expense 11,063
Liabilities settled ( 8,070 )
Balance at December 31, 2025
$ 624,925
Revision in estimates in the year ended December 31, 2024 of $ 215,899 reflects changes in cost estimates to remove structures and resurface land for structures that reside on leased land in the Company’s outdoor advertising portfolio.
(11) Depreciation and Amortization
The Company includes all categories of depreciation and amortization on a separate line in its Consolidated Statements of Income and Comprehensive Income. The amounts of depreciation and amortization expense excluded from the following operating expenses in its Consolidated Statements of Income and Comprehensive Income are as follows:
Year Ended December 31,
2025 2024 2023
Direct advertising expenses $ 299,226 $ 439,933 $ 273,297
General and administrative expenses 5,514 5,334 5,691
Corporate expenses 21,592 17,700 14,435
$ 326,332 $ 462,967 $ 293,423
(12) Income Taxes
Commencing January 1, 2014, the Company began operating as a REIT for U.S. income tax purposes. Since operating as a REIT, the Company filed, and intends to continue to file, as a REIT, and its TRSs filed, and intend to continue to file, as C corporations. The Company also files tax returns in various states and countries. The Company’s state tax returns reflect different combinations of the Company’s subsidiaries and are dependent on the connection each subsidiary has with a particular state. The following information pertains to the Company’s income taxes on a consolidated basis.
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Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
Income tax expense (benefit) consists of the following:
Current Deferred Total
Year ended December 31, 2025
U.S. federal $ 27,473 $ ( 6,686 ) $ 20,787
State and local 1,224 ( 855 ) 369
Foreign 253 ( 82 ) 171
$ 28,950 $ ( 7,623 ) $ 21,327
Year ended December 31, 2024
U.S. federal $ 5,942 $ 945 $ 6,887
State and local 2,277 366 2,643
Foreign 348 ( 5,347 ) ( 4,999 )
$ 8,567 $ ( 4,036 ) $ 4,531
Year ended December 31, 2023
U.S. federal $ 6,223 $ 1,280 $ 7,503
State and local 2,035 ( 26 ) 2,009
Foreign ( 860 ) 1,130 270
$ 7,398 $ 2,384 $ 9,782
The year ended December 31, 2025 includes an expense of $ 21,172 in current income tax expense and a benefit of $( 7,791 ) in deferred income tax (benefit) related to the sale of our investment in Vistar Media, Inc.
As of December 31, 2025 and 2024, the Company had income taxes receivable of $ 1,329 and $ 2,104 , respectively, which was recorded within other current assets on the Consolidated Balance Sheets. As of December 31, 2025 and 2024, the Company had income taxes payable of $ 742 and $ 199 , respectively, which was recorded within accrued expenses on the Consolidated Balance Sheets.
The U.S. and foreign components of earnings (loss) before income taxes are as follows:
2025 2024 2023
U.S. $ 622,711 $ 368,924 $ 509,040
Foreign ( 8,316 ) ( 1,454 ) ( 2,422 )
Total $ 614,395 $ 367,470 $ 506,618
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Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
A reconciliation of significant differences between the reported amount of income tax expense and the expected amount of income tax expense that would result from applying the U.S. federal statutory income tax rate of 21 percent to income before taxes for the December 31, 2025, 2024 and 2023 tax years is as follows:
2025
Amount Percent
U.S. federal statutory rate $ 129,023 21.00 %
State and local income taxes, Net of federal income tax effect (1)
1,301 0.21 %
Foreign tax effects
Other foreign jurisdictions 1,921 0.31 %
Changes in valuation allowances 514 0.08 %
Nontaxable or nondeductible items 1,370 0.22 %
Changes in unrecognized tax benefits ( 1,504 ) ( 0.24 ) %
Other adjustments
Tax adjustment related to REIT ( 111,318 ) ( 18.11 ) %
Other 20 — %
Effective tax rate $ 21,327 3.47 %
(1) For the year ended December 31, 2025, state and local taxes in Texas, Louisiana, Oregon, Florida, and Wisconsin made up the majority (greater than 50%) of the tax effect in this category.
2024 2023
Income tax expense at U.S. federal statutory rate $ 77,166 $ 106,390
Tax adjustment related to REIT (1)
( 76,410 ) ( 101,486 )
State and local income taxes, net of federal income tax benefit 2,522 2,732
Book expenses not deductible for tax purposes 2,401 2,574
Stock-based compensation 4,814 513
Valuation allowance (2)
548 875
Undistributed earnings of foreign subsidiaries (3)
( 55 ) ( 95 )
Jurisdictional tax rate change ( 5,417 ) —
Other differences, net ( 1,038 ) ( 1,721 )
Income tax expense $ 4,531 $ 9,782
(1) Includes dividend paid deduction of $ 121,466 and $ 107,137 for the tax years ended December 31, 2024 and 2023, respectively.
(2) For the year ended December 31, 2024, a non-cash valuation allowance of $ 548 was recorded to income tax expense due to our limited ability to utilize Canada deferred tax assets in future years. For the year ended December 31, 2023, a non-cash valuation allowance of $ 875 was recorded to income tax expense due to our limited ability to utilize Puerto Rico and Canada deferred tax assets in future years.
(3) Management does not assert that the undistributed earnings of our Canadian subsidiaries will be permanently reinvested. For the years ended December 31, 2024 and 2023, we recognized a deferred tax benefit of $ 55 and $ 95 , respectively, for future foreign withholding taxes related to undistributed earnings.
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Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
The tax effect of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are presented below:
2025 2024
Deferred tax assets:
Allowance for doubtful accounts $ 287 $ 222
Net operating loss carry forwards 3,483 3,637
Tax credit carry forwards 514 514
Intangibles 1,778 785
Investment in partnerships 3,865 —
Lease liabilities 1,264 —
Gross deferred tax assets 11,191 5,158
Less: valuation allowance ( 6,969 ) ( 3,402 )
Net deferred tax assets 4,222 1,756
Deferred tax liabilities:
Accrued liabilities not deducted for tax purposes ( 1,948 ) ( 2,214 )
Investment in partnerships — ( 3,940 )
Property, plant and equipment ( 446 ) ( 2,900 )
Undistributed earnings of foreign subsidiaries ( 748 ) ( 708 )
Right of use asset ( 1,497 ) —
Gross deferred tax liabilities ( 4,639 ) ( 9,762 )
Net deferred tax liabilities $ ( 417 ) $ ( 8,006 )
Classification in the consolidated balance sheet:
Noncurrent deferred tax assets $ 332 $ —
Noncurrent deferred tax liabilities ( 749 ) $ ( 8,006 )
Net deferred tax liabilities $ ( 417 ) $ ( 8,006 )
As of December 31, 2025, we have approximately $ 8,842 of U.S. net operating loss carryforwards to offset future taxable income. Of this amount, $ 8,627 is subject to Internal Revenue Code §382 limitation but will be available to be fully utilized by no later than 2027. These carry forwards expire between 2032 through 2037.
As of December 31, 2025, we have approximately $ 795 of U.S. tax credit carryforwards before valuation allowances available to offset future federal income tax. These federal tax credit carry forwards expire between 2026 through 2031.
As of December 31, 2025, we have approximately $ 1,130,403 of state net operating loss carryforwards before valuation allowances. These state net operating losses are available to reduce future taxable income and expire at various times and amounts. In addition, we have $ 29 of various credits available to offset future state income tax.
As of December 31, 2025, we had approximately $ 11,260 of Canadian net operating loss carry forwards before valuation allowances. These Canadian net operating losses are available to offset future taxable income. These carry forwards expire between 2027 and 2045.
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Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those jurisdictions during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carry back and carry forward periods), projected future taxable income, and tax-planning strategies in making this assessment. In order to fully realize the deferred tax assets, the Company will need to generate future taxable income before the expiration of the carry forwards governed by the tax code. Based on the current level of pretax earnings, the Company will not generate the minimum amount of future taxable income to support the realization of the deferred tax assets. As a result, management has determined that a valuation allowance related to Canada net operating loss carry forwards and other deferred tax assets is necessary. The valuation allowance for Canadian deferred tax assets as of December 31, 2025 and 2024 was $ 6,068 and $ 3,402 , respectively. For this same reason, there was also a valuation allowance for U.S. deferred tax assets related to federal tax credits and state net operating loss carry forwards necessary as of December 31, 2025. As of December 31, 2025, the valuation allowance for U.S. deferred tax assets related to federal tax credits and state net operating loss carry forwards was $ 514 and $ 386 , respectively. The net change in the total valuation allowance for the years ended December 31, 2025 and 2024 was an increase of $ 3,567 and a decrease of ($ 1,931 ), respectively. The amount of the deferred tax asset considered realizable, however, could be adjusted in the near term if estimates of future taxable income during the carry forward period increase.
As of December 31, 2025, the Company has accumulated undistributed earnings generated by our foreign subsidiaries of approximately $ 14,976 . Management does not designate these earnings as permanently reinvested and has recognized a deferred tax liability of approximately $ 748 related to foreign withholding taxes on these earnings. We have recognized a current year tax expense of $ 6 related to December 31, 2025 earnings.
Under ASC 740, Income Taxes , we provide for uncertain tax positions, and the related interest, and adjust recognized tax benefits and accrued interest accordingly. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
Balance as of December 31, 2022
$ 5,544
Additions for tax positions related to prior years 703
Lapse of statute of limitations ( 1,815 )
Balance as of December 31, 2023
$ 4,432
Additions for tax positions related to current year 71
Additions for tax positions related to prior years 317
Reductions for tax positions related to prior years ( 1,396 )
Lapse of statute of limitations ( 798 )
Balance as of December 31, 2024
$ 2,626
Additions for tax positions related to current year 33
Additions for tax positions related to prior years 24
Reductions for tax positions related to prior years ( 1 )
Lapse of statute of limitations ( 1,560 )
Balance as of December 31, 2025
$ 1,122
As of December 31, 2025, 2024 and 2023, there are $ 1,122 , $ 2,626 , and $ 4,432 of unrecognized tax benefits that, if recognized would impact our effective tax rate. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the year ended December 31, 2025, we recognized a benefit to interest and penalties of $ 677 . During the year ended December 31, 2024, we recognized a benefit to interest and penalties of $ 71 . During the year ended December 31, 2023, we recognized $ 76 of expense in interest and penalties. The Company had $ 648 and $ 1,325 of interest and penalties accrued at December 31, 2025 and 2024, respectively.
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Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
We are subject to income taxes in the U.S. and nearly all states. In addition, the Company is subject to income taxes in Canada and was subject to income taxes in the Commonwealth of Puerto Rico prior to the year ended December 31, 2025. We are no longer subject to U.S. federal income tax examinations by tax authorities for years prior to 2022, or for any U.S. state income tax audit prior to 2021. With respect to Canada and Puerto Rico, we are no longer subject to income tax audits for years before 2022 and 2021, respectively.
As of January 1, 2024, we and our subsidiaries are subject to the OECD Pillar Two Rules. The Pillar Two Rules can potentially lead to additional taxes when the effective tax rate (as defined by the Pillar Two Rules) in a jurisdiction is below 15%. While it is uncertain whether the U.S. will enact Pillar Two legislation, Canada, where the Company operates, has enacted Pillar Two legislation. The Pillar Two Rules, however, do not apply to “Excluded Entities” considered “Real Estate Investment Vehicles” and certain subsidiaries of Excluded Entities. The majority of our entities qualify as excluded entities.
For those entities not considered Excluded Entities, Pillar Two did not have a material impact on the Company’s effective tax rate or the Company’s Consolidated Statements of Operations and Comprehensive Loss.
Income taxes paid (net of refunds received) are presented below:
2025
U.S. federal $ 26,565
U.S. State and local - other 2,155
Foreign - other 382
Total $ 29,102
(13) Related Party Transactions
Affiliates, as used within these statements, are persons or entities that are affiliated with Lamar Advertising Company or its subsidiaries through common ownership and directorate control.
RTC Holdings, LLC (“RTC”), a telecommunications company, is 100 % owned by entities owned by members of the Reilly family. Entities owned by Sean E. Reilly, President and Chief Executive Officer of the Company; Kevin P. Reilly, Jr., Executive Chairman of the Board of Directors; and members of their respective immediate families hold a majority stake in RTC of approximately 89 %. The Reilly Family, LLC, which is owned by Sean E. Reilly, Kevin P. Reilly, Jr., members of our Board of Directors, Anna Reilly and Wendell Reilly, and entities owned by each of them and members of their respective immediate families, holds the remaining minority stake in RTC of approximately 11 %. On May 31, 2019, RTC acquired EATELCORP, LLC (“EATEL”) and its subsidiaries. EATEL provides phone and internet services to consumers and businesses in Louisiana. EATEL also provides data back-up and recovery services to businesses. During the years ended December 31, 2025 and 2024, the Company was a customer of EATEL for data back-up and recovery services. The aggregate amount paid by the Company to EATEL for such services was $ 38 and $ 23 for the years ended December 31, 2025 and 2024, respectively. The Company was also contracted by EATEL to provide advertising services in the aggregate amount of $ 261 and $ 230 for the years ended December 31, 2025 and 2024, respectively.
The Company had $ 370 and $ 162 receivables from employees or executive officers at December 31, 2025 and 2024, respectively.
On July 12, 2021, Lamar invested $ 30,000 to acquire a 20 % minority interest in Vistar, a leading global developer of programmatic technology for the digital out-of-home sector. For the years ended December 31, 2025, 2024 and 2023, the Company recognized revenue of $ 26,069 , $ 25,333 and $ 12,050 , respectively, from advertisements generated through Vistar's programmatic technology platform. We also incurred expenses of $ 2,523 , $ 2,499 and $ 1,134 related to these advertisements for the years ended December 31, 2025, 2024 and 2023, respectively. See Note 1, "Description of the Business and Significant Accounting Policies" for additional information regarding the Company's interest in Vistar.
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Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
(14) Stockholders’ Equity
On July 16, 1999, the Board of Directors designated 5,720 shares of the 1,000,000 shares of previously undesignated preferred stock, par value $ .001 , as Series AA preferred stock, which shares were subsequently exchanged on a one for one basis in the REIT conversion. The Series AA preferred stock ranks senior to the Class A common stock and Class B common stock with respect to dividends and upon liquidation. Holders of Series AA preferred stock are entitled to receive, on a pari passu basis, dividends at the rate of $ 15.95 per share per quarter when, as and if declared by the Board of Directors. The Series AA preferred stock is entitled to receive, on a pari passu basis, $ 638 plus a further amount equal to any dividend accrued and unpaid to the date of distribution before any payments are made or assets distributed to the Class A common stock or Class B stock upon voluntary or involuntary liquidation, dissolution or winding up of the Company. The liquidation value of the outstanding Series AA preferred stock at December 31, 2025 was $ 3,649 . The Series AA preferred stock is entitled to one vote per share.
All of the outstanding shares of common stock are fully paid and nonassessable. In the event of the liquidation or dissolution of the Company, following any required distribution to the holders of outstanding shares of preferred stock, the holders of common stock are entitled to share pro rata in any balance of the corporate assets available for distribution to them. The Company may pay dividends if, when and as declared by the Board of Directors from funds legally available therefore, subject to the restrictions set forth in the Company’s existing indentures and the senior credit facility. Subject to the preferential rights of the holders of any class of preferred stock, holders of shares of common stock are entitled to receive such dividends as may be declared by the Company’s Board of Directors out of funds legally available for such purpose. No dividend may be declared or paid in cash or property on any share of either class of common stock unless simultaneously the same dividend is declared or paid on each share of the other class of common stock, provided that, in the event of stock dividends, holders of a specific class of common stock shall be entitled to receive only additional shares of such class.
The rights of the Class A and Class B common stock are equal in all respects, except holders of Class B common stock have ten votes per share on all matters in which the holders of common stock are entitled to vote and holders of Class A common stock have one vote per share on such matters. The Class B common stock will convert automatically into Class A common stock upon the sale or transfer to persons other than permitted transferees (as defined in the Company’s certificate of incorporation, as amended).
On July 24, 2024, the Company entered into an equity distribution agreement, or At-the-Market Offering agreement, (the "2024 Sales Agreement") with J.P. Morgan Securities LLC, Wells Fargo Securities LLC, Truist Securities, Inc., SMBC Nikko Securities America, Inc. and Scotia Capital (USA) Inc. as our sales agents (each a "Sales Agent", and collectively, the "Sales Agents"), which replaced the prior Sales Agreement with substantially similar terms which expired by its terms on June 21, 2024. Under the terms of the 2024 Sales Agreement, the Company may, from time to time, issue and sell shares of its Class A common stock, having an aggregate offering price of up to $ 400,000 , through the Sales Agents as either agents or principals.
Sales of the Class A Common Stock, if any, may be made in negotiated transactions or transactions that are deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on or through the Nasdaq Global Select Market and any other existing trading market for the Class A Common Stock, or sales made to or through a market maker other than on an exchange. The Company has no obligation to sell any of the Class A common stock under the 2024 Sales Agreement and may at any time suspend solicitations and offers under the 2024 Sales Agreement.
As of December 31, 2025, no shares of our Class A common stock have been sold under the 2024 Sales Agreement or were sold under the prior Sales Agreement and accordingly $ 400,000 remained available to be sold under the 2024 Sales Agreement as of December 31, 2025.
On July 24, 2024, the Company filed an automatically effective shelf registration statement that allows Lamar Advertising to offer and sell an indeterminate amount of additional shares of its Class A common stock. The shelf registration statement replaced a prior shelf registration statement which expired. As of December 31, 2025, the Company did not issue any shares under this shelf registration.
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Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
Stock Repurchase Program. Prior to May 15, 2025, the Company’s Board of Directors had authorized the repurchase of up to $ 250,000 of the Company's Class A common stock. On May 15, 2025, the Company's Board of Directors approved the increase of the amount authorized under the Stock Repurchase Program by $ 150,000 , bringing the total amount authorized under the Program to $ 400,000 . The Stock Repurchase Program is in effect through March 31, 2026. There were no repurchases under the program as of December 31, 2024. During the year ended December 31, 2025, the Company repurchased 1,388,091 shares of the Company's Class A common stock outstanding for a total purchase price of $ 150,000 . The Company currently has $ 250,000 remaining under its current share repurchase authorization.
(15) Stock Compensation Plans
Equity Incentive Plan. Lamar's 1996 Equity Incentive Plan, as amended, (the “1996 Plan”) has reserved 17.5 million shares of Class A common stock for issuance to directors and employees, including shares underlying granted options and common stock reserved for issuance under its performance-based incentive and LTIP Unit program. Options granted under the 1996 Plan expire ten years from the grant date with vesting terms ranging from three to five years which primarily include 1) options that vest in one-fifth increments beginning on the grant date and continuing on each of the first four anniversaries of the grant date and 2) options that cliff-vest on the fifth anniversary of the grant date. All grants are made at fair market value based on the closing price of our Class A common stock as reported on the Nasdaq Global Select Market on the date of grant.
In February 2013, the 1996 Plan was amended to eliminate the provision that limited the amount of Class A common stock, including shares retained from an award, that could be withheld to satisfy tax withholding obligations to the minimum tax obligations required by law (except with respect to option awards). In accordance with ASC 718, Compensation – Stock Compensation , the Company is required to classify the awards affected by the amendment as liability-classified awards at fair value each period prior to their settlement. As of December 31, 2025 and 2024, the Company recorded a liability, in accrued expenses, of $ 11,691 and $ 16,404 , respectively, related to its equity incentive awards affected by this amendment.
We use a Black-Scholes-Merton option pricing model to estimate the fair value of share-based awards. The Black-Scholes-Merton option pricing model incorporates various highly subjective assumptions, including expected term and expected volatility. We have reviewed our historical pattern of option exercises and have determined that meaningful differences in option exercise activity existed among vesting schedules. Therefore, for all stock options granted after January 1, 2006, we have categorized these awards into two groups of vesting 1) 5 -year cliff vest and 2) 4 -year graded vest, for valuation purposes. We have determined there were no meaningful differences in employee activity under our ESPP due to the nature of the plan.
We estimate the expected term of options granted using an implied life derived from the results of a hypothetical mid-point settlement scenario, which incorporates our historical exercise, expiration and post-vesting employment termination patterns, while accommodating for partial life cycle effects. We believe these estimates will approximate future behavior.
We estimate the expected volatility of our Class A common stock at the grant date using a blend of 90 % historical volatility of our Class A common stock and 10 % implied volatility of publicly traded options with maturities greater than six months on our Class A common stock as of the option grant date. Our decision to use a blend of historical and implied volatility was based upon the volume of actively traded options on our common stock and our belief that historical volatility alone may not be completely representative of future stock price trends.
Our risk-free interest rate assumption is determined using the Federal Reserve nominal rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. We assumed an expected dividend yield of 5 %.
We estimate option forfeitures at the time of grant and periodically revise those estimates in subsequent periods if actual forfeitures differ from those estimates. We record stock based compensation expense only for those awards expected to vest using an estimated forfeiture rate based on our historical forfeiture data.
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Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used:
Grant Year Dividend
Yield Expected
Volatility Risk Free
Interest Rate Expected
Lives
December 31, 2025
5 % 45 % 4 % 6
December 31, 2024
5 % 45 % 4 % 6
December 31, 2023
5 % 45 % 4 % 6
Information regarding stock options under the 1996 Plan for the year ended December 31, 2025 is as follows:
Shares Weighted
Average
Exercise
Price Weighted
Average
Contractual
Life
Outstanding, beginning of year 323,440 $ 92.67
Granted 100,000 119.97
Exercised ( 58,775 ) 83.30
Forfeited ( 1,800 ) 118.30
Expired — —
Outstanding, end of year 362,865 $ 101.58 6.64
Exercisable at end of year 222,465 $ 93.41 5.33
At December 31, 2025 there was $ 3,840 of unrecognized compensation cost related to stock options granted which is expected to be recognized over a weighted-average period of 1.93 years.
Shares available for future stock option, LTIP Units and restricted share grants to employees and directors under existing plans were 1,130,304 at December 31, 2025. The aggregate intrinsic value of options outstanding as of December 31, 2025 was $ 9,165 and the aggregate intrinsic value of options exercisable was $ 7,417 . Total intrinsic value of options exercised was $ 2,417 for the year ended December 31, 2025.
Stock Purchase Plan. On May 30, 2019, our shareholders approved Lamar Advertising’s 2019 Employee Stock Purchase Plan (the “2019 ESPP”). The number of shares of Class A common stock available for issuance under the 2019 ESPP was automatically increased by 87,976 shares on January 1, 2025 pursuant to the automatic increase provisions of the 2019 ESPP.
The following is a summary of 2019 ESPP share activity for the year ended December 31, 2025:
Shares
Available for future purchases, January 1, 2025
204,528
Additional shares reserved under 2019 ESPP 87,976
Purchases ( 126,065 )
Available for future purchases, December 31, 2025
166,439
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Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
Performance-based compensation. Unrestricted shares of our Class A common stock may be awarded to key officers, employees and directors under our 1996 Plan based on certain Company performance measures for fiscal year 2025. The number of shares to be issued, if any, are generally dependent on the level of achievement of these performance measures as determined by the Company’s Compensation Committee based on our 2025 results and are issued in the first quarter of 2026. The shares subject to these awards generally can range from a minimum of 0 % to a maximum of 120 % of the target number of shares depending on the level at which the goals are attained. Under the 1996 Plan, the Company's Compensation Committee may also award additional shares in its discretion based on other factors, which awards, if any, for 2026, will also be issued in the first quarter of 2026. Based on the Company’s performance measures achieved through December 31, 2025, the Company recorded $ 17,444 , $ 24,711 and $ 11,677 as stock-based compensation expense related to these agreements for the years ended December 31, 2025, 2024 and 2023, respectively.
LTIP Units. In addition to stock compensation, the Company may issue LTIP Units of Lamar LP, a subsidiary of the Company and Lamar Media, to certain officers, employees and directors under the 1996 Plan. Such LTIP Units are subject to vesting and forfeiture conditions based on performance criteria approved by the Compensation Committee, which generally mirrors the performance criteria applicable to the Company’s performance-based compensation, as described above. The Compensation Committee may also make discretionary grants of LTIP Units based on other factors. LTIP Units are a class of units intended to qualify as "profits interests" of Lamar LP. The LTIP Units convert into Common Units of Lamar LP upon the occurrence of certain events. Common Units are redeemable by the holder for a cash amount per Common Unit equal to the market value of an equivalent number of shares of common stock of the Company. At the Company’s option, in lieu of cash, the redemption obligation may be satisfied by issuing shares of the Company's Class A common stock in exchange for Common Units tendered for redemption. During the year ended December 31, 2025, 22,000 Common Units (which had originally been issued as LTIP Units) were converted to the Company’s Class A common stock. As of December 31, 2025, Lamar LP has a total of 358,800 LTIP Units issued and outstanding to the Company's executive officers, of which 238,800 LTIP units have vested. For the years ended December 31, 2025 and 2024, the Company recorded $ 9,830 and $ 13,996 , respectively, as stock-based compensation expense related to these LTIP Units.
The following table summarizes information regarding LTIP Units activity under the 1996 Plan for the year ended December 31, 2025:
Unvested LTIP Units Weighted Average Grant Date Fair Value
Balance at January 1, 2025
120,000 $ 117.29
Granted 120,000 116.76
Vested ( 120,000 ) 117.29
Balance at December 31, 2025
120,000 $ 116.76
At December 31, 2025 there was $ 1,539 of unrecognized compensation cost related to LTIP Units granted which is expected to be recognized in the first quarter of 2026.
The fair value of LTIP Units granted and vested as of December 31, 2025 was $ 39,356 and $ 25,344 , respectively, based on the weighted average grant date fair value per unit.
Restricted stock compensation. Annually, each non-employee director automatically receives a restricted stock award of our Class A common stock upon election or re-election. The awards vest 50 % on the grant date and 50 % on the last day of the directors' one year term. For the years ended December 31, 2025 and 2024, the Company recorded $ 746 for each period in stock-based compensation expense related to these awards.
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(Dollars in thousands, except share and per share data)
(16) Benefit Plans
The Company sponsors a partially self-insured group health insurance program. The Company is obligated to pay all claims under the program, which are in excess of premiums, up to program limits. The Company is also self-insured with respect to its income disability benefits and against casualty losses on advertising structures. Amounts for expected losses, including a provision for losses incurred but not reported, are included in accrued expenses in the accompanying consolidated financial statements. As of December 31, 2025, the Company maintained $ 5,537 in letters of credit with a bank to meet requirements of the Company’s workers’ compensation and general liability insurance carrier.
Savings and Profit Sharing Plan
The Company sponsors The Lamar Corporation Savings and Profit Sharing Plan covering eligible employees who have completed 1 year of service and are at least 21 years of age. The Company has the option to match 50 % of employees’ contributions up to 6 % of eligible compensation. Employees can contribute up to 100 % of compensation. Full vesting on the Company’s matched contributions occurs after 3 years for contributions made after January 1, 2002. Annually, at the Company’s discretion, an additional profit sharing contribution may be made on behalf of each eligible employee. The Company matched contributions of $ 9,974 , $ 8,130 and $ 7,265 for the years ended December 31, 2025, 2024 and 2023, respectively.
Deferred Compensation Plan
The Company sponsors a Deferred Compensation Plan for the benefit of certain of its board-elected officers who meet specific age and years of service and other criteria. The Company’s contributions to the plan are maintained in a rabbi trust and, accordingly, the assets and liabilities of the plan are reflected in the balance sheet of the Company in other assets and other liabilities. Upon termination, death or disability, participating employees are eligible to receive an amount equal to the fair market value of the assets in the employee’s deferred compensation account. For the years ended December 31, 2025, 2024 and 2023, the Company contributed $ 2,775 , $ 2,223 and $ 1,880 , respectively.
Effective January 1, 2025, the Company amended the Lamar Deferred Compensation Plan to amend certain eligibility criteria and to make changes in the administration of the plan.
(17) Commitment and Contingencies
Off balance sheet arrangements
Our off balance sheet commitments consist of guaranteed minimum payments to local transit municipalities and airport authorities for agreements which entitle us to rent advertising space to customers, in airports and on buses, benches or shelters. Also included are other contractual agreements that occur in the ordinary course of business which do not meet the criteria of a lease under ASC 842. The following is a summary of the minimum payments related to these agreements.
2026 $ 44,133
2027 $ 31,305
2028 $ 26,441
2029 $ 20,406
2030 $ 17,418
Thereafter $ 32,458
Legal matters
The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity.
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LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)
(18) Distribution Restrictions
Lamar Media’s ability to make distributions to Lamar Advertising is restricted under both the terms of the indentures relating to Lamar Media’s outstanding notes and by the terms of the senior credit facility. As of December 31, 2025 and 2024, Lamar Media was permitted under the terms of its outstanding senior subordinated and senior notes to make transfers to Lamar Advertising in the form of cash dividends, loans or advances in amounts up to $ 4,719,610 and $ 4,677,837 , respectively.
As of December 31, 2025, the senior credit facility allows Lamar Media to make transfers to Lamar Advertising in any taxable year up to the amount of Lamar Advertising’s taxable income (without any deduction for dividends paid). In addition, as of December 31, 2025, transfers to Lamar Advertising are permitted under the senior credit facility and as defined therein up to the available cumulative credit, as long as no default has occurred and is continuing and, after giving effect to such distributions, (i) the total debt ratio is less than 7.0 to 1 and (ii) the secured debt ratio does not exceed 4.5 to 1. As of December 31, 2025 and 2024, the total debt ratio was less than 7.0 to 1 and Lamar Media’s secured debt ratio was less than 4.5 to 1, and the available cumulative credit was $ 3,470,089 and $ 3,428,317 , respectively.
(19) Fair Value of Financial Instruments
At December 31, 2025 and 2024, the Company’s financial instruments included cash and cash equivalents, marketable securities, accounts receivable, investments, accounts payable and borrowings. The fair values of cash and cash equivalents, accounts receivable, accounts payable and short-term borrowings and current portion of long-term debt approximated carrying values because of the short-term nature of these instruments. Investments and initial recognition of asset retirement obligations are reported at fair values. Fair values for investments held at cost are not readily available, but are estimated to approximate fair value. The estimated fair value of the Company’s long-term debt (including current maturities) was $ 3,376,708 , which is less than both the gross and carrying amount of $ 3,448,820 as of December 31, 2025. The majority of the fair value is determined using observed prices of publicly traded debt (level 1 in the fair value hierarchy) and the remaining is valued based on quoted prices for similar debt (level 2 in the fair value hierarchy).
(20) Information about Geographic Areas
Revenues from external customers attributable to foreign countries totaled $ 26,253 , $ 36,465 and $ 30,568 for the years ended December 31, 2025, 2024 and 2023, respectively. Net carrying value of long-lived assets located in foreign countries totaled $ 9,653 and $ 13,972 as of December 31, 2025 and 2024, respectively. All other revenues from external customers and long-lived assets relate to domestic operations.
(21) Segment Reporting