10-K – 2026-02-20 – lamr-20251231.htm

The Company revised its segment information to reflect the adoption of ASU 2023-07 and certain changes resulting from our periodic review of factors relevant to how the chief operating decision maker (CODM) assesses performance and allocates resources in accordance with FASB ASC 280, Segment Reporting. As described in Note 1, we currently manage our operations through three operating segments - billboard, logo, and transit advertising. Logo and transit advertising do not meet the criteria to be reportable segments, and accordingly, are included in Other.

84

Table of Contents
LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)

We define the term CODM to be our executive management group, which consists of our Executive Chairman, President and Chief Executive Officer, and Chief Financial Officer. Net revenues, advertising expenses and segmented adjusted EBITDA are used to monitor expected versus actual results. Total advertising expenses is the expense category regularly provided to the CODM. There are no other expenses regularly provided to the CODM that are used to manage the segment's operations. Total advertising expenses are defined as direct advertising expenses and general and administrative expenses excluding stock-based compensation expense and capitalized contract fulfillment costs. Segment Adjusted EBITDA is the profitability metric reported to the Company's CODM for purposes of assessing the performance of each operating segment as well as to make decisions related to invested capital, personnel, operational improvement or training, or to allocate other company resources. We define adjusted EBITDA as net income before income tax (expense) benefit, interest (expense) income, equity in earnings (loss) of investee, (loss) gain on extinguishment of debt and investments, stock-based compensation, depreciation and amortization, (loss) gain on disposition of assets and investments, transaction expenses and capitalized contract fulfillment costs, net. Segment information for total assets is not presented as this information is not used by the Company’s CODM in measuring segment performance or allocating resources between segments.

The following table presents our financial performance by segment:

2025 2024 2023
Net revenues:
Billboard $ 2,013,850   $ 1,956,176   $ 1,877,823  
Other 252,364   250,927   233,164  
Total net revenues $ 2,266,214   $ 2,207,103   $ 2,110,987  

Advertising expenses:
Billboard $ 897,148   $ 870,629   $ 852,912  
Other 203,901   200,790   176,985  
Total advertising expenses $ 1,101,049   $ 1,071,419   $ 1,029,897  

Segmented adjusted EBITDA:
Billboard adjusted EBITDA $ 1,116,702   $ 1,085,547   $ 1,024,911  
Other adjusted EBITDA 48,463   50,137   56,179  
Corporate expenses (1)
( 106,922 ) ( 102,526 ) ( 95,366 )
Adjusted EBITDA $ 1,058,243   $ 1,033,158   $ 985,724  

(1) 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.

85

Table of Contents
LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)

Reconciliation of adjusted EBITDA to income before income tax expense:

2025 2024 2023
Adjusted EBITDA $ 1,058,243   $ 1,033,158   $ 985,724  
Stock-based compensation expense ( 33,959 ) ( 44,525 ) ( 22,649 )
Capitalized contract fulfillment costs, net 166   317   308  
Depreciation and amortization ( 326,332 ) ( 462,967 ) ( 293,423 )
Gain on disposition of assets
75,941   6,057   5,474  
Equity in earnings of investee 206   5,094   3,696  
Interest expense, net
( 157,858 ) ( 169,394 ) ( 172,397 )
Loss on debt extinguishment
( 2,012 ) ( 270 ) ( 115 )

Income before income tax expense
$ 614,395   $ 367,470   $ 506,618  

(22) New Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires companies to disclose disaggregated information related to the effective tax rate reconciliation and income taxes paid. This guidance is effective for public entities for fiscal years beginning after December 15, 2024. The Company has adopted this guidance effective for the year ended December 31, 2025.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses , which requires disclosures about specific types of expenses included in expense captions presented on the face of the Consolidated Statement of Income and Comprehensive Income. This guidance is effective for public entities for fiscal years beginning after December 15, 2026. The Company is currently reviewing this guidance and its impact on the Company's consolidated financial statements.

86

Table of Contents

SCHEDULE II

LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Valuation and Qualifying Accounts
Years Ended December 31, 2025, 2024 and 2023
(In thousands)

Balance at
Beginning
of Year Charged to
Costs and
Expenses Deductions Balance at
End of
Year
Year ended December 31, 2025

Deducted in balance sheet from trade accounts receivable:
Allowance for doubtful accounts $ 12,404   9,414   9,962   $ 11,856  
Deducted in balance sheet from deferred tax assets:
Valuation allowance $ 3,402   3,567   —   $ 6,969  
Year ended December 31, 2024

Deducted in balance sheet from trade accounts receivable:
Allowance for doubtful accounts $ 12,477   8,770   8,843   $ 12,404  
Deducted in balance sheet from deferred tax assets:
Valuation allowance $ 5,333   —   1,931   $ 3,402  
Year ended December 31, 2023

Deducted in balance sheet from trade accounts receivable:
Allowance for doubtful accounts $ 11,418   12,737   11,678   $ 12,477  
Deducted in balance sheet from deferred tax assets:
Valuation allowance $ 4,435   898   —   $ 5,333  

87

Table of Contents

SCHEDULE III

LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Schedule of Real Estate and Accumulated Depreciation
December 31, 2025, 2024 and 2023
(In thousands)

Description (1)
Encumbrances Initial Cost (2)
Gross Carrying
Amount (3)
Accumulated
Depreciation Construction
Date Acquisition
Date Useful Lives
360,791 Displays
—   —   $ 4,332,192   $ ( 2,893,554 ) Various Various 5 to 15 years

(1) No single asset exceeded 5 % of the total gross carrying amount at December 31, 2025
(2) This information is omitted, as it would be impracticable to compile such information on a site-by-site basis
(3) Includes sites under construction

The following table summarizes activity for the Company’s real estate assets, which consists of advertising displays and the related accumulated depreciation.

2025 2024 2023
Gross real estate assets:
Balance at the beginning of the year $ 4,170,086   $ 3,883,556   $ 3,745,006  
Capital expenditures on new advertising displays (4)
73,414   34,030   80,241  
Capital expenditures on improvements/redevelopments of new/existing advertising displays 32,258   24,762   26,127  
Capital expenditures other recurring (5)
37,958   253,950   42,703  
Land acquisitions 39,263   8,719   24,064  
Acquisition of advertising displays (6)
32,968   3,153   9,285  
Assets sold or written-off ( 55,236 ) ( 35,777 ) ( 44,442 )
Foreign exchange 1,481   ( 2,307 ) 572  
Balance at the end of the year $ 4,332,192   $ 4,170,086   $ 3,883,556  
Accumulated depreciation:
Balance at the beginning of the year $ 2,797,682   $ 2,529,560   $ 2,440,956  
Depreciation 134,641   300,855   124,072  
Assets sold or written-off ( 39,595 ) ( 31,469 ) ( 35,791 )
Foreign exchange 826   ( 1,264 ) 323  
Balance at the end of the year $ 2,893,554   $ 2,797,682   $ 2,529,560  

(4) Includes non-cash amounts of $ 1,424 , $ 377 and $ 1,138 at December 31, 2025, 2024 and 2023, respectively
(5) Includes non-cash amounts of $ 11 , $ 211,246 and $ 1,186 at December 31, 2025, 2024 and 2023, respectively. The 2024 amount relates to the revision in cost estimate included in the calculation of asset retirement obligations.
(6) Includes non-cash amounts of $ 5,802 , $ 72 and $ 3,052 at December 31, 2025, 2024 and 2023, respectively

88

Table of Contents

LAMAR MEDIA CORP.
AND SUBSIDIARIES

Management’s Report on Internal Control Over Financial Reporting
90

Report of Independent Registered Public Accounting Firm — Opinion on Internal Control Over Financial Reporting ( KPMG LLP , Baton Rouge, LA , Audit Firm ID: 185 )
91

Report of Independent Registered Public Accounting Firm — Opinion on the Consolidated Financial Statements ( KPMG LLP , Baton Rouge, LA , Audit Firm ID: 185 )
92

Consolidated Balance Sheets as of December 31, 202 5 and 20 24
94

Consolidated Statements of Income and Comprehensive Income for the years ended December  31, 202 5 , 202 4 and 202 3
95

Consolidated Statements of Stockholder’s Equity for the years ended December 31, 202 5 , 202 4 and 202 3
96

Consolidated Statements of Cash Flows for the years ended December 31, 202 5 , 202 4 and 20 2 3
97

Notes to Consolidated Financial Statements
98

Schedule II — Valuation and Qualifying Accounts for the years ended December 31, 202 5 , 202 4 and 202 3
104

Schedule III — Schedule of Real Estate and Accumulated Depreciation as of December 31, 202 5 , 202 4 and 20 23
105

89

Table of Contents

Management’s Report on Internal Control Over Financial Reporting

The management of Lamar Media Corp. 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 Media Corp.’s management assessed the effectiveness of Lamar Media Corp.’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 Media Corp.’s management has concluded that, as of December 31, 2025, Lamar Media Corp.’s internal control over financial reporting is effective based on those criteria. The effectiveness of Lamar Media Corp.’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.

90

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Stockholder and Board of Directors
Lamar Media Corp.:

Opinion on Internal Control Over Financial Reporting

We have audited Lamar Media Corp. 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, stockholder’s 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
91

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Stockholder and Board of Directors
Lamar Media Corp.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Lamar Media Corp. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income and comprehensive income, stockholder’s 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 1 to the consolidated financial statements, which refers to Note 7 to the consolidated financial statements of Lamar Advertising Company, 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
92

Table of Contents

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 1992.

Baton Rouge, Louisiana

February 20, 2026
93

Table of Contents

LAMAR MEDIA CORP.
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 $ 64,312   $ 48,961  
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 459,223   424,768  
Property, plant and equipment 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 3)
2,101,105   2,024,931  
Intangible assets, net (note 3)
1,113,361   1,062,133  
Other assets 52,974   93,604  
Total assets $ 6,915,211   $ 6,569,807  
LIABILITIES AND STOCKHOLDER’S 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 5)
250,044   249,806  
Current operating lease liabilities 232,457   218,108  
Current financing lease liabilities 1,331   1,331  
Accrued expenses (note 4)
127,111   123,282  
Deferred income 155,067   153,700  
Total current liabilities 782,479   767,813  
Long-term debt, net of deferred financing costs of $ 29,517 and $ 22,826 in 2025 and 2024, respectively (note 5)
3,168,863   2,961,058  
Operating lease liabilities 1,254,080   1,114,407  
Financing lease liabilities 11,952   13,283  
Deferred income tax liabilities 749   8,006  
Asset retirement obligation 624,925   614,713  
Other liabilities 52,563   48,588  
Total liabilities 5,895,611   5,527,868  
Stockholder’s equity:
Common stock, $ 0.01 par value, 3,000 shares authorized; 100 shares issued and outstanding at 2025 and 2024
—   —  
Additional paid-in-capital 3,421,052   3,229,799  
 Accumulated comprehensive loss
( 2,803 ) ( 2,954 )
Accumulated deficit
( 2,411,842 ) ( 2,185,755 )
 Non-controlling interest 13,193   849  
Stockholder’s equity 1,019,600   1,041,939  
Total liabilities and stockholder’s equity $ 6,915,211   $ 6,569,807  

See accompanying notes to consolidated financial statements.
94

Table of Contents

LAMAR MEDIA CORP.
AND SUBSIDIARIES
Consolidated Statements of Income and Comprehensive Income
Years Ended December 31, 2025, 2024 and 2023
(In thousands)

2025 2024 2023
Statements of Income
Net revenues $ 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) 125,622   128,577   105,528  
Depreciation and amortization 326,332   462,967   293,423  
Gain on disposition of assets and investments
( 75,941 ) ( 6,057 ) ( 5,474 )
1,491,618   1,674,495   1,435,056  
Operating income
774,596   532,608   675,931  
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
614,932   368,038   507,115  
Income tax expense
21,327   4,531   9,782  
Net income
593,605   363,507   497,333  
Net income attributable to non-controlling interest
5,916   1,072   1,073  
Net income attributable to controlling interest
$ 587,689   $ 362,435   $ 496,260  
Statements of Comprehensive Income
Net income
$ 593,605   $ 363,507   $ 497,333  
Other comprehensive income (loss), net of tax

Foreign currency translation adjustments 108   ( 2,526 ) 231  
Comprehensive income
593,713   360,981   497,564  
Net income attributable to non-controlling interest
5,916   1,072   1,073  
Comprehensive income attributable to controlling interest
$ 587,797   $ 359,909   $ 496,491  

See accompanying notes to consolidated financial statements.
95

Table of Contents

LAMAR MEDIA CORP.
AND SUBSIDIARIES
Consolidated Statements of Stockholder’s Equity
Years Ended December 31, 2025, 2024 and 2023
(In thousands, except share and per share data)

Common
Stock Additional
Paid-In
Capital Accumulated
Comprehensive
Loss
Accumulated
Deficit
Non-controlling Interest Total
Balance, December 31, 2022
$ —   $ 3,132,178   $ ( 659 ) $ ( 1,944,018 ) $ —   $ 1,187,501  
Contribution from parent —  42,627   —  —  —  42,627  
Reallocation of capital —  ( 1,016 ) —  —  397   ( 619 )
Foreign currency translations —  —  231   —  —  231  
Net income
—  —  —  496,260   1,073   497,333  
Dividend to parent —  —  —  ( 516,240 ) ( 1,056 ) ( 517,296 )
Balance, December 31, 2023
$ —   $ 3,173,789   $ ( 428 ) $ ( 1,963,998 ) $ 414   $ 1,209,777  
Contribution from parent —  57,028   —  —  —  57,028  
Reallocation of capital —  ( 1,018 ) —  —  1,018   —  
Foreign currency translations —  —  ( 2,526 ) —  —  ( 2,526 )
Net income
—  —  —  362,435   1,072   363,507  
Dividend to parent —  —  —  ( 584,192 ) ( 1,655 ) ( 585,847 )
Balance, December 31, 2024
$ —   $ 3,229,799   $ ( 2,954 ) $ ( 2,185,755 ) $ 849   $ 1,041,939  
Contribution from parent —  56,559   —  —  ( 199 ) 56,360  
Verde Outdoor transaction —  135,520   36   —  12,086   147,642  
Reallocation of capital —  ( 826 ) —  —  826   —  
Foreign currency translations —  —  115   —  ( 7 ) 108  
Net income
—  —  —  587,689   5,916   593,605  
Dividend to parent —  —  —  ( 813,776 ) ( 6,278 ) ( 820,054 )
Balance, December 31, 2025
$ —   $ 3,421,052   $ ( 2,803 ) $ ( 2,411,842 ) $ 13,193   $ 1,019,600  

See accompanying notes to consolidated financial statements.
96

Table of Contents

LAMAR MEDIA CORP.
AND SUBSIDIARIES
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
$ 593,605   $ 363,507   $ 497,333  
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 326,332   462,967   293,423  
Non-cash compensation 33,959   44,525   22,649  
Amortization included in interest expense 6,282   6,332   6,538  
Gain on disposition of assets and investments
( 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 income (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 ( 49,811 ) ( 10,567 ) ( 39,154 )
Cash flows provided by operating activities
825,009   837,199   756,310  
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:
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 )
Proceeds received from senior credit facility term loans 698,250   —   —  
Payment on senior credit facility term loans ( 600,000 ) ( 350,000 ) —  
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 )
Debt issuance costs ( 14,081 ) ( 464 ) ( 2,951 )
Proceeds received from note offering 400,000   —   —  

Distributions to non-controlling interest ( 6,278 ) ( 1,655 ) ( 1,056 )
Dividends to parent ( 813,776 ) ( 584,192 ) ( 516,240 )
Contributions from parent 56,360   57,028   42,627  
Cash flows used in financing activities
( 565,276 ) ( 667,014 ) ( 454,332 )
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 48,961   44,105   52,119  
Cash and cash equivalents at end of year $ 64,312   $ 48,961   $ 44,105  
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.
97

Table of Contents
LAMAR MEDIA CORP.
AND SUBSIDIARIES
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 Media Corp. (“Lamar Media”) is a wholly owned subsidiary of Lamar Advertising Company. Lamar Media is engaged in the outdoor advertising business operating approximately 159,300 outdoor advertising displays in 45 states and Canada. Lamar Media’s operating strategy is to be the leading provider of outdoor advertising services in the markets it serves.

In addition, Lamar Media operates a logo sign business in 24 states throughout the United States as well as the province of Ontario, 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.

Lamar Media is party to the Amended and Restated Limited Partnership Agreement of 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 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.

Certain footnotes are not provided for the accompanying financial statements as the information in notes 2, 3, 5, 7, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20 and 22 and portions of note 1 to the consolidated financial statements of Lamar Advertising Company included elsewhere in this filing are substantially equivalent to that required for the consolidated financial statements of Lamar Media Corp. Earnings per share data is not provided for the operating results of Lamar Media Corp. as it is a wholly owned subsidiary of Lamar Advertising Company.

(b) Principles of Consolidation

The accompanying consolidated financial statements include Lamar Media, its subsidiary, Lamar Advertising Limited Partnership, and Lamar Advertising Limited Partnership’s wholly owned subsidiaries, The Lamar Company, L.L.C., Lamar Central Outdoor, LLC, Lamar TRS Holdings, LLC, Lamar Advertising Southwest, LLC, Interstate Logos, L.L.C., Lamar Obie Company, LLC, Lamar Canadian Outdoor Company, Lamar QRS Receivables, LLC, Ashby Street Outdoor Holdings, LLC, Lamar-Fairway Blocker 1, LLC, Lamar-Fairway Blocker 2, LLC, Lamar Partnering Sponsor, LLC, SkyHigh Murals-Colossal Media, LLC and their majority-owned subsidiaries. All inter-company transactions and balances have been eliminated in consolidation.

(2) 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”.

98

Table of Contents
LAMAR MEDIA CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)

(3) 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 agreement 3 — 15
73,249   67,318   71,960   66,894  
Site locations 15 3,141,625   2,118,365   2,982,504   2,002,272  
Other 2 — 15
52,899   43,456   52,215   42,383  
$ 4,031,791   $ 2,918,430   $ 3,838,777   $ 2,776,644  
Unamortizable Intangible Assets:
Goodwill $ 2,353,771   $ 252,666   $ 2,277,597   $ 252,666  

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
$ 2,277,786  

Purchase price adjustments and other ( 189 )

Balance as of December 31, 2024
$ 2,277,597  
Goodwill acquired during the year 76,066  
Purchase price adjustments and other 108  

Balance as of December 31, 2025
$ 2,353,771  

(4) 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  
Non-cash compensation 11,691   16,404  
Other 17,429   10,782  
$ 127,111   $ 123,282  

99

Table of Contents
LAMAR MEDIA CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)

(5) 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  

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  

100

Table of Contents
LAMAR MEDIA CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)

(6) Related Party Transactions

Affiliates, as used within these statements, are persons or entities that are affiliated with Lamar Media Corp. or its subsidiaries through common ownership and directorate control.

As of December 31, 2025 and 2024, there was a receivable to Lamar Advertising Company, its parent, in the amount of $ 825 and a payable of $ 77 , respectively.

Effective December 31, 2025 and 2024, Lamar Advertising Company contributed $ 56,360 and $ 57,028 , respectively, to Lamar Media which resulted in an increase in Lamar Media’s additional paid-in capital.

(7) Summarized Financial Information of Subsidiaries

Summarized financial information for Lamar Media, subsidiary guarantors and non-guarantor subsidiaries is presented below. Lamar Media and its subsidiary guarantors have fully and unconditionally guaranteed Lamar Media’s obligations with respect to its publicly issued notes. All guarantees are joint and several. As a result of these guarantee arrangements, we are required to present the following summarized financial information. The following summarized financial information should be read in conjunction with the accompanying consolidated financial statements and notes. Separate financial statements of Lamar Media’s subsidiary guarantors are not included because the guarantors are each a consolidated subsidiary of Lamar Media, Lamar Media’s consolidated financial statements have been filed, and the guaranteed securities are debt securities with Lamar Media as the issuer. The accounts for all companies reflected herein are presented using the equity method of accounting for investments in subsidiaries.

Summarized Balance Sheet as of December 31, 2025

Lamar
Media Corp. Guarantor
Subsidiaries Non-
Guarantor
Subsidiaries Eliminations Lamar Media
Consolidated
Current assets $ 52,917   $ 57,033   $ 349,273   $ —   $ 459,223  
Noncurrent assets 4,470,971   6,704,177   288,193   ( 5,007,353 ) 6,455,988  
Current liabilities 53,031   462,330   267,118   —   782,479  
Noncurrent liabilities 3,464,450   1,881,921   414,928   ( 648,167 ) 5,113,132  
Non-controlling interest —   13,691   ( 498 ) —   13,193  

Summarized Balance Sheet as of December 31, 2024

Lamar Media
Corp. Guarantor
Subsidiaries Non-
Guarantor
Subsidiaries Eliminations Lamar Media
Consolidated
Current assets $ 38,950   $ 52,617   $ 333,201   $ —   $ 424,768  
Noncurrent assets 4,302,475   6,368,402   297,831   ( 4,823,669 ) 6,145,039  
Current liabilities 50,707   444,841   272,265   —   767,813  
Noncurrent liabilities 3,249,628   1,738,404   384,695   ( 612,672 ) 4,760,055  
Non-controlling interest —   1,770   ( 921 ) —   849  

101

Table of Contents
LAMAR MEDIA CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)

Summarized Statements of Income and Comprehensive Income
for the Year Ended December 31, 2025

Lamar Media
Corp. Guarantor
Subsidiaries Non-
Guarantor
Subsidiaries Eliminations Lamar Media
Consolidated
Net revenues $ —   $ 2,227,340   $ 39,492   $ ( 618 ) $ 2,266,214  
Operating expenses (income)
—   1,447,263   44,973   ( 618 ) 1,491,618  
Operating income (loss)
—   780,077   ( 5,481 ) —   774,596  
Net income (loss)
587,689   759,472   ( 18,111 ) ( 735,445 ) 593,605  
Net income (loss) attributable to controlling interest
587,689   754,671   ( 19,226 ) ( 735,445 ) 587,689  

Summarized Statements of Income and Comprehensive Income
for the Year Ended December 31, 2024

Lamar Media
Corp. Guarantor
Subsidiaries Non-
Guarantor
Subsidiaries Eliminations Lamar Media
Consolidated
Net revenues $ —   $ 2,159,755   $ 49,840   $ ( 2,492 ) $ 2,207,103  
Operating expenses (income)
—   1,626,780   50,207   ( 2,492 ) 1,674,495  
Operating income (loss)
—   532,975   ( 367 ) —   532,608  
Net income (loss)
362,435   530,522   ( 10,804 ) ( 518,646 ) 363,507  
Net income (loss) attributable to controlling interest
362,435   529,937   ( 11,291 ) ( 518,646 ) 362,435  

Summarized Statements of Income and Comprehensive Income
for the Year Ended December 31, 2023

  Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated
Net revenues $ —   $ 2,069,600   $ 44,068   $ ( 2,681 ) $ 2,110,987  
Operating expenses (income)
—   1,392,389   45,348   ( 2,681 ) 1,435,056  
Operating income (loss)
—   677,211   ( 1,280 ) —   675,931  
Net income (loss)
496,260   673,330   ( 16,393 ) ( 655,864 ) 497,333  
Net income (loss) attributable to controlling interest
496,260   672,943   ( 17,079 ) ( 655,864 ) 496,260  

102

Table of Contents
LAMAR MEDIA CORP.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Dollars in thousands, except share and per share data)

(8) Segment Reporting

The following table presents our financial performance by segment:

2025 2024 2023
Net revenues:
Billboard $ 2,013,850   $ 1,956,176   $ 1,877,823  
Other 252,364   250,927   233,164  
Total net revenues $ 2,266,214   $ 2,207,103   $ 2,110,987  

Advertising expenses:
Billboard $ 897,148   $ 870,629   $ 852,912  
Other 203,901   200,790   176,985  
Total advertising expenses $ 1,101,049   $ 1,071,419   $ 1,029,897  

Segmented adjusted EBITDA:
Billboard adjusted EBITDA $ 1,116,702   $ 1,085,547   $ 1,024,911  
Other adjusted EBITDA 48,463   50,137   56,179  
Corporate expenses (1)
( 106,385 ) ( 101,958 ) ( 94,869 )
Adjusted EBITDA $ 1,058,780   $ 1,033,726   $ 986,221  

(1) 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.

Reconciliation of adjusted EBITDA to income before income tax expense:

2025 2024 2023
Adjusted EBITDA $ 1,058,780   $ 1,033,726   $ 986,221  
Non-cash compensation expense ( 33,959 ) ( 44,525 ) ( 22,649 )
Capitalized contract fulfillment costs, net 166   317   308  
Depreciation and amortization ( 326,332 ) ( 462,967 ) ( 293,423 )
Gain on disposition of assets and investments
75,941   6,057   5,474  
Equity in earnings of investee 206   5,094   3,696  
Interest expense, net
( 157,858 ) ( 169,394 ) ( 172,397 )
Loss on debt extinguishment
( 2,012 ) ( 270 ) ( 115 )

Income (loss) before income tax expense
$ 614,932   $ 368,038   $ 507,115  

103

Table of Contents

SCHEDULE II

LAMAR MEDIA CORP.
AND SUBSIDIARIES
Valuation and Qualifying Accounts
Years Ended December 31, 2025, 2024 and 2023
(In thousands)

Balance at Beginning of Year Charged to Costs and Expenses Deductions Balance at End of Year
Year ended December 31, 2025

Deducted in balance sheet from trade accounts receivable:
Allowance for doubtful accounts $ 12,404   9,414   9,962   $ 11,856  
Deducted in balance sheet from deferred tax assets:
Valuation allowance $ 3,402   3,567   —   $ 6,969  
Year ended December 31, 2024

Deducted in balance sheet from trade accounts receivable:
Allowance for doubtful accounts $ 12,477   8,770   8,843   $ 12,404  
Deducted in balance sheet from deferred tax assets:
Valuation allowance $ 5,333   —   1,931   $ 3,402  
Year ended December 31, 2023

Deducted in balance sheet from trade accounts receivable:
Allowance for doubtful accounts $ 11,418   12,737   11,678   $ 12,477  
Deducted in balance sheet from deferred tax assets:
Valuation allowance $ 4,435   898   —   $ 5,333  

104

Table of Contents

SCHEDULE III

LAMAR MEDIA CORP.
AND SUBSIDIARIES
Schedule of Real Estate and Accumulated Depreciation
December 31, 2025, 2024 and 2023
(In thousands)

Description (1)
Encumbrances Initial Cost (2)
Gross Carrying Amount (3)
Accumulated Depreciation Construction Date Acquisition Date Useful Lives
360,791 Displays
—   —   $ 4,332,192   $ ( 2,893,554 ) Various Various 5 to 15 years

(1) No single asset exceeded 5 % of the total gross carrying amount at December 31, 2025
(2) This information is omitted, as it would be impracticable to compile such information on a site-by-site basis
(3) Includes sites under construction

The following table summarizes activity for the Company’s real estate assets, which consists of advertising displays and the related accumulated depreciation.

2025 2024 2023
Gross real estate assets:
Balance at the beginning of the year $ 4,170,086   $ 3,883,556   $ 3,745,006  
Capital expenditures on new advertising displays (4)
73,414   34,030   80,241  
Capital expenditures on improvements/redevelopments of new/existing advertising displays 32,258   24,762   26,127  
Capital expenditures other recurring (5)
37,958   253,950   42,703  
Land acquisitions 39,263   8,719   24,064  
Acquisition of advertising displays (6)
32,968   3,153   9,285  
Assets sold or written-off ( 55,236 ) ( 35,777 ) ( 44,442 )
Foreign exchange 1,481   ( 2,307 ) 572  
Balance at the end of the year $ 4,332,192   $ 4,170,086   $ 3,883,556  
Accumulated depreciation:
Balance at the beginning of the year $ 2,797,682   $ 2,529,560   $ 2,440,956  
Depreciation 134,641   300,855   124,072  
Assets sold or written-off ( 39,595 ) ( 31,469 ) ( 35,791 )
Foreign exchange 826   ( 1,264 ) 323  
Balance at the end of the year $ 2,893,554   $ 2,797,682   $ 2,529,560  

(4) Includes non-cash amounts of $ 1,424 , $ 377 and $ 1,138 at December 31, 2025, 2024 and 2023, respectively
(5) Includes non-cash amounts of $ 11 , $ 211,246 and $ 1,186 at December 31, 2025, 2024 and 2023, respectively. The 2024 amount relates to the revision in cost estimate included in the calculation of asset retirement obligations.
(6) Includes non-cash amounts of $ 5,802 , $ 72 and $ 3,052 at December 31, 2025, 2024 and 2023, respectively

105

Table of Contents

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Lamar Advertising Company

None.

Lamar Media Corp.

None.

ITEM 9A. CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures.

The Company’s and Lamar Media’s management, with the participation of the principal executive officer and principal financial officer of the Company and Lamar Media, have evaluated the effectiveness of the design and operation of the Company’s and Lamar Media’s disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, the principal executive officer and principal financial officer of the Company and Lamar Media concluded, as of December 31, 2025, that these disclosure controls and procedures are effective and designed to ensure that the information required to be disclosed in the Company’s and Lamar Media’s reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the requisite time periods.

Management’s Report on Internal Control Over Financial Reporting

Lamar Advertising Company

The Company’s Management Report on Internal Control Over Financial Reporting is set forth on page 48 of this combined Annual Report and is incorporated herein by reference.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. A control system, no matter how well designed and operated, can provide only reasonable assurance with respect to financial statement preparation and presentation. 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.

Lamar Media Corp.

Lamar Media’s Management Report on Internal Control Over Financial Reporting is set forth on page 90 of this combined Annual Report and is incorporated herein by reference.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. A control system, no matter how well designed and operated, can provide only reasonable assurance with respect to financial statement preparation and presentation. 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.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s or Lamar Media’s internal control over financial reporting identified in connection with the evaluation of the Company’s and Lamar Media’s internal controls performed during the fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s or Lamar Media’s internal control over financial reporting.

106

Table of Contents

ITEM 9B. OTHER INFORMATION

Lamar Advertising Company

None .

Lamar Media Corp.

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Lamar Advertising Company

None.

Lamar Media Corp.

None.
107

Table of Contents

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item is incorporated by reference to Lamar Advertising Company’s Proxy Statement for its 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025.

We have adopted a Code of Business Conduct and Ethics (the “code of ethics”) that applies to all of our directors, officers and employees. The code of ethics is filed as an exhibit that is incorporated by reference into this Annual Report. In addition, if we make any substantive amendments to the code of ethics or grant any waiver, including any implicit waiver, from a provision of the code to any of our executive officers or directors, we will disclose the nature of such amendment or waiver in a report on Form 8-K.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference to Lamar Advertising Company’s Proxy Statement for its 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item is incorporated by reference to Lamar Advertising Company’s Proxy Statement for its 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is incorporated by reference to Lamar Advertising Company’s Proxy Statement for its 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this item is incorporated by reference to Lamar Advertising Company’s Proxy Statement for its 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025.

108

Table of Contents

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(A) 1. FINANCIAL STATEMENTS

The financial statements are listed under Part II, Item 8 of this Annual Report.

2. FINANCIAL STATEMENT SCHEDULES

The financial statement schedules are included under Part II, Item 8 of this Annual Report.

3. EXHIBITS

The exhibits filed as part of this report are listed on the Exhibit Index immediately preceding the signature page hereto, which Exhibit Index is incorporated herein by reference.

(B) Exhibits required by Item 601 of Regulation S-K are listed on the Exhibit Index immediately preceding the signature page hereto.

ITEM 16. FORM 10-K SUMMARY

None.
109

Table of Contents

INDEX TO EXHIBITS

EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING

2(a) Agreement and Plan of Merger by and between Lamar Advertising Company (the “Company”) and Lamar Advertising REIT Company dated August 27, 2014. Previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 0-30242) filed on September 2, 2014 and incorporated herein by reference.

3(a) Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of Delaware effective as of November 18, 2014. Previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on November 19, 2014 and incorporated herein by reference.

3(b) Certificate of Merger, effective as of November 18, 2014. Previously filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on November 19, 2014 and incorporated herein by reference.

3(c) Amended and Restated Bylaws of the Company, adopted as of November 18, 2014. Previously filed as Exhibit 3.3 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on November 19, 2014 and incorporated herein by reference.

3(d) Amended and Restated Certificate of Incorporation of Lamar Media. Previously filed as Exhibit 3.2 to Lamar Media’s Quarterly Report on Form 10-Q for the period ended March 31, 2007 (File No. 0-30242) filed on May 10, 2007 and incorporated herein by reference.

3(e) Amended and Restated Bylaws of Lamar Media. Previously filed as Exhibit 3.1 to Lamar Media’s Quarterly Report on Form 10-Q for the period ended September 30, 1999 (File No. 1-12407) filed on November 12, 1999 and incorporated herein by reference.

4(a)(1) Specimen certificate for the shares of Class A common stock of the Company. Previously filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on November 19, 2014 and incorporated herein by reference.

4(a)(2) Specimen certificate for the shares of Class B common stock of the Company. Previously filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on November 19, 2014 and incorporated herein by reference.

4(a)(3) Description of Securities Registered Under Section 12 of the Exchange Act. Previously filed as Exhibit 4(a)(3) to the Company’s Annual Reporting on Form 10-K for the year ended December 31, 2019 (File No. 1-36756) filed on February 20, 2020 and incorporated herein by reference.

4(b)(1) Indenture, dated as of February 6, 2020, between Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Lamar Media’s 3 3/4% Senior Notes due 2028. Previously filed as Exhibit 4.1 to Lamar Advertising’s Current Report on Form 8-K (File No. 1-36756) filed on February 12, 2020 and incorporated herein by reference.

4(b)(2) Form of 3 3/4% Senior Notes due 2028. Previously filed with the Indenture dated February 6, 2020, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on February 12, 2020 and incorporated herein by reference.

110

Table of Contents

EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
4(b)(3) Form of 3 3/4% Senior Exchange Notes due 2028. Previously filed with the Indenture dated February 6, 2020, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on February 12, 2020 and incorporated herein by reference.

4(b)(4) Supplemental Indenture to the Indenture dated as of January 26, 2022, among Lamar Media, the Guarantors named therein and U.S. Bank National Association, as Trustee, dated as of February 6, 2020, relating to Lamar Media’s 3.750% Senior Notes due 2028. Previously filed as Exhibit 4.2 to Lamar Advertising’s Quarterly Report for the period ended March 31, 2022 filed on May 5, 2022 and incorporated herein by reference.

4(b)(5) Supplemental Indenture to the Indenture dated as of June 3, 2022, among Lamar Media, the Guarantors named therein and U.S. Bank National Association, as Trustee, dated as of February 6, 2020, relating to Lamar Media’s 3.750% Senior Notes due 2028. Previously filed as Exhibit 4.2 to Lamar Advertising’s Quarterly Report for the period ended June 30, 2022 filed on August 3, 2022 and incorporated herein by reference.

4(b)(6) Supplemental Indenture to the Indenture dated as of May 14, 2024, among Lamar Media, the Guarantors named therein and U.S. Bank Trust Company, National Association, as Trustee, dated as of February 6, 2020, relating to Lamar Media’s 3.750% Senior Notes due 2028. Previously filed as Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q (File No. 1-36756) for the period ended June 30, 2024 filed on August 8, 2024 and incorporated herein by reference.

4(b)(7) Supplemental Indenture to the Indenture dated as of July 1, 2024, among Lamar Media, the Guarantors named therein and U.S. Bank Trust Company, National Association, as Trustee, dated as of February 6, 2020, relating to Lamar Media’s 3.750% Senior Notes due 2028. Previously filed as Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q (File No. 1-36756) for the period ended September 30, 2024 filed on November 8, 2024 and incorporated herein by reference.

4(b)(8) Supplemental Indenture to the Indenture dated as of December 6, 2024, among Lamar Media, the Guarantors named therein and U.S. Bank Trust Company, National Association, as Trustee, dated as of February 6, 2020, relating to Lamar Media’s 3.750% Senior Notes due 2028. Previously filed as Exhibit 4(e)(8) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (File No. 1-36756) filed on February 20, 2025 and incorporated herein by reference

4(b)(9) Supplemental Indenture to the Indenture dated as of November 7, 2025, among Lamar Media, the Guarantors named therein and U.S. Bank Trust Company, National Association, as Trustee, dated as of February 6, 2020, relating to Lamar Media’s 3.750% Senior Notes due 2028. Filed herewith.

4(c)(1) Indenture, dated as of February 6, 2020, between Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Lamar Media’s 4% Senior Notes due 2030. Previously filed as Exhibit 4.2 to Lamar Advertising’s Current Report on Form 8-K (File No. 1-36756) filed on February 12, 2020 and incorporated herein by reference.

4(c)(2) Form of 4% Senior Notes due 2030. Previously filed with the Indenture dated February 6, 2020, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on February 12, 2020 and incorporated herein by reference.

111

Table of Contents

EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
4(c)(3) Form of 4% Senior Exchange Notes due 2030. Previously filed with the Indenture dated February 6, 2020, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on February 12, 2020 and incorporated herein by reference.

4(c)(4) Supplemental Indenture to the Indenture dated as of January 26, 2022, among Lamar Media, the Guarantors named therein and U.S. Bank National Association, as Trustee, dated as of February 6, 2020, relating to Lamar Media’s 4.000% Senior Notes due 2030. Previously filed as Exhibit 4.3 to Lamar Advertising’s Quarterly Report for the period ended March 31, 2022 filed on May 5, 2022 and incorporated herein by reference.

4(c)(5) Supplemental Indenture to the Indenture dated as of June 3, 2022, among Lamar Media, the Guarantors named therein and U.S. Bank National Association, as Trustee, dated as of February 6, 2020, relating to Lamar Media’s 4.000% Senior Notes due 2030. Previously filed as Exhibit 4.3 to Lamar Advertising’s Quarterly Report for the period ended June 30, 2022 filed on August 3, 2022 and incorporated herein by reference.

4(c)(6) Supplemental Indenture to the Indenture dated as of May 14, 2024, among Lamar Media, the Guarantors named therein and U.S. Bank Trust Company, National Association, as Trustee, dated as of February 6, 2020, relating to Lamar Media’s 4.000% Senior Notes due 2030. Previously filed as Exhibit 4.3 to the Company's Quarterly Report on Form 10-Q (File No. 1-36756) for the period ended June 30, 2024 filed on August 8, 2024 and incorporated herein by reference.

4(c)(7) Supplemental Indenture to the Indenture dated as of July 1, 2024, among Lamar Media, the Guarantors named therein and U.S. Bank Trust Company, National Association, as Trustee, dated as of February 6, 2020, relating to Lamar Media’s 4.000% Senior Notes due 2030. Previously filed as Exhibit 4.3 to the Company's Quarterly Report on Form 10-Q (File No. 1-36756) for the period ended September 30, 2024 filed on November 8, 2024 and incorporated herein by reference.

4(c)(8) Supplemental Indenture to the Indenture dated as of December 6, 2024, among Lamar Media, the Guarantors named therein and U.S. Bank Trust Company, National Association, as Trustee, dated as of February 6, 2020, relating to Lamar Media’s 4.000% Senior Notes due 2030. Previously filed as Exhibit 4(f)(8) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (File No. 1-36756) filed on February 20, 2025 and incorporated herein by reference.

4(c)(9) Supplemental Indenture to the Indenture dated as of November 7, 2025, among Lamar Media, the Guarantors named therein and U.S. Bank Trust Company, National Association, as Trustee, dated as of February 6, 2020, relating to Lamar Media’s 4.000% Senior Notes due 2030. Filed herewith.

4(d)(1) Indenture, dated as of May 13, 2020, between Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Lamar Media’s 4 7/8% Senior Notes due 2029. Previously filed as Exhibit 4.1 to Lamar Advertising’s Current Report on Form 8-K (File No. 1-36756) filed on May 19, 2020 and incorporated herein by reference.

4(d)(2) Form of 4 7/8% Senior Notes due 2029. Previously filed with the Indenture dated May 13, 2020, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on May 19, 2020 and incorporated herein by reference.

112

Table of Contents

EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
4(d)(3) Form of 4 7/8% Senior Exchange Notes due 2029. Previously filed with the Indenture dated May 13, 2020, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on May 19, 2020 and incorporated herein by reference.

4(d)(4) Supplemental Indenture to the Indenture dated as of January 26, 2022, among Lamar Media, the Guarantors named therein and U.S. Bank National Association, as Trustee, dated as of May 13, 2020, relating to Lamar Media’s 4.875% Senior Notes due 2029. Previously filed as Exhibit 4.4 to Lamar Advertising’s Quarterly Report for the period ended March 31, 2022 filed on May 5, 2022 and incorporated herein by reference.

4(d)(5) Supplemental Indenture to the Indenture dated as of June 3, 2022, among Lamar Media, the Guarantors named therein and U.S. Bank National Association, as Trustee, dated as of May 13, 2020, relating to Lamar Media’s 4.875% Senior Notes due 2029.

Previously filed as Exhibit 4.4 to Lamar Advertising’s Quarterly Report for the period ended June 30, 2022 filed on August 3, 2022 and incorporated herein by reference.

4(d)(6) Supplemental Indenture to the Indenture dated as of May 14, 2024, among Lamar Media, the Guarantors named therein and U.S. Bank Trust Company, National Association, as Trustee, dated as of May 13, 2020, relating to Lamar Media’s 4.875% Senior Notes due 2029. Previously filed as Exhibit 4.4 to the Company's Quarterly Report on Form 10-Q (File No. 1-36756) for the period ended June 30, 2024 filed on August 8, 2024 and incorporated herein by reference.

4(d)(7) Supplemental Indenture to the Indenture dated as of July 1, 2024, among Lamar Media, the Guarantors named therein and U.S. Bank Trust Company, National Association, as Trustee, dated as of May 13, 2020, relating to Lamar Media’s 4.875% Senior Notes due 2029. Previously filed as Exhibit 4.4 to the Company's Quarterly Report on Form 10-Q (File No. 1-36756) for the period ended September 30, 2024 filed on November 8, 2024 and incorporated herein by reference.

4(d)(8) Supplemental Indenture to the Indenture dated as of December 6, 2024, among Lamar Media, the Guarantors named therein and U.S. Bank Trust Company, National Association, as Trustee, dated as of May 13, 2020, relating to Lamar Media’s 4.875% Senior Notes due 2029. Previously filed as Exhibit 4(g)(8) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (File No. 1-36756) filed on February 20, 2025 and incorporated herein by reference.

4(d)(9) Supplemental Indenture to the Indenture dated as of November 7, 2025, among Lamar Media, the Guarantors named therein and U.S. Bank Trust Company, National Association, as Trustee, dated as of May 13, 2020, relating to Lamar Media’s 4.875% Senior Notes due 2029. Filed herewith.

4(e)(1) Indenture, dated as of January 22, 2021, between Lamar Media, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to Lamar Media’s 3.625% Senior Notes due 2031.
Previously filed as Exhibit 4.1 to Lamar Advertising’s Current Report on Form 8-K (File No. 1-36756) filed on January 28, 2021 and incorporated herein by reference.

4(e)(2) Form of 3.625% Senior Notes due 2031. Previously filed with the Indenture dated January 22, 2021, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on January 28, 2021 and incorporated herein by reference.

113

Table of Contents

EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
4(e)(3) Form of 3.625% Senior Exchange Notes due 2031.
Previously filed with the Indenture dated January 22, 2021, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on January 28, 2021 and incorporated herein by reference.

4(e)(4) Supplemental Indenture to the Indenture dated as of January 26, 2022, among Lamar Media, the Guarantors named therein and U.S. Bank National Association, as Trustee, dated as of January 22, 2021, relating to Lamar Media’s 3.625% Senior Notes due 2031. Previously filed as Exhibit 4.1 to Lamar Advertising’s Quarterly Report for the period ended March 31, 2022 filed on May 5, 2022 and incorporated herein by reference.

4(e)(5) Supplemental Indenture to the Indenture dated as of June 3, 2022, among Lamar Media, the Guarantors named therein and U.S. Bank National Association, as Trustee, dated as of January 22, 2021, relating to Lamar Media’s 3.625% Senior Notes due 2031. Previously filed as Exhibit 4.1 to Lamar Advertising’s Quarterly Report for the period ended June 30, 2022 filed on August 3, 2022 and incorporated herein by reference.

4(e)(6) Supplemental Indenture to the Indenture dated as of May 14, 2024, among Lamar Media, the Guarantors named therein and U.S. Bank Trust Company, National Association, as Trustee, dated as of January 22, 2021, relating to Lamar Media’s 3.625% Senior Notes due 2031. Previously filed as Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q (File No. 1-36756) for the period ended June 30, 2024 filed on August 8, 2024 and incorporated herein by reference.

4(e)(7) Supplemental Indenture to the Indenture dated as of July 1, 2024, among Lamar Media, the Guarantors named therein and U.S. Bank Trust Company, National Association, as Trustee, dated as of January 22, 2021, relating to Lamar Media’s 3.625% Senior Notes due 2031. Previously filed as Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q (File No. 1-36756) for the period ended September 30, 2024 filed on November 8, 2024 and incorporated herein by reference.

4(e)(8) Supplemental Indenture to the Indenture dated as of December 6, 2024, among Lamar Media, the Guarantors named therein and U.S. Bank Trust Company, National Association, as Trustee, dated as of January 22, 2021, relating to Lamar Media’s 3.625% Senior Notes due 2031. Previously filed as Exhibit 4(h)(8) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (File No. 1-36756) filed on February 20, 2025 and incorporated herein by reference.

4(e)(9) Supplemental Indenture to the Indenture dated as of November 7, 2025, among Lamar Media, the Guarantors named therein and U.S. Bank Trust Company, National Association, as Trustee, dated as of January 22, 2021, relating to Lamar Media’s 3.625% Senior Notes due 2031. Filed herewith.

4(f)(1) Indenture, dated as of September 25, 2025, among Lamar Media, the Guarantors named therein and U.S. Bank Trust Company, National Association, as Trustee, relating to Lamar Media’s 5.375% Senior Notes due 2033. Previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on October 1, 2025 and incorporated herein by reference.

4(f)(2) Form of 5.375% Senior Notes due 2033. Previously filed with the Indenture dated September 25, 2025, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on October 1, 2025 and incorporated herein by reference.

114

Table of Contents

EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
4(f)(3) Supplemental Indenture to the Indenture dated as of November 7, 2025, among Lamar Media, the Guarantors named therein and U.S. Bank Trust Company, National Association, as Trustee, dated as of September 25, 2025, relating to Lamar Media’s 5.375% Senior Notes due 2033. Filed herewith.

4(g) Agreement of Resignation, Appointment and Acceptance, dated as of June 14, 2021, by and among Lamar Media, as issuer, U.S. Bank National Association, as successor trustee, and The Bank of New York Mellon Trust Company, N.A., as resigning trustee. Previously filed as Exhibit 4.1 to Lamar Advertising’s Current Report on Form 8-K (File No. 1-36756) filed on June 21, 2021 and incorporated herein by reference.

10(a)(1)* Lamar Advertising Company 1996 Equity Incentive Plan, as amended and restated by the Board of Directors on December 12, 2019. Previously filed as Exhibit 10(a)(1) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 1-36756) filed on February 20, 2020 and incorporated herein by reference.

10(a)(2)* Form of Stock Option Agreement under the 1996 Equity Incentive Plan, as amended and restated. Previously filed as Exhibit 10(a)(2) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 1-36756) filed on February 20, 2020 and incorporated herein by reference.

10(a)(3)* Form of Restricted Stock Agreement. Previously filed as Exhibit 10.16 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 0-30242) filed on March 15, 2006 and incorporated herein by reference.

10(a)(4)* Form of Restricted Stock Agreement for Non-Employee directors. Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 0-30242) filed on May 30, 2007 and incorporated herein by reference.

10(b)(1)* 2009 Employee Stock Purchase Plan, as amended. Previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2017 (File No. 1-36756) filed on November 6, 2017 and incorporated herein by reference.

10(b)(2)* Lamar Advertising Company 2019 Employee Stock Purchase Plan. Previously filed as Exhibit 10.2 to Lamar Advertising’s Current Report on Form 8-K (File No. 1-36756) filed on June 5, 2019 and incorporated herein by reference.

10(c)(1)* Lamar Deferred Compensation Plan (as amended and restated effective January 1, 2025). Filed herewith.

10(c)(2)* Form of Trust Agreement for the Lamar Deferred Compensation Plan. Previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 0-30242) filed on December 14, 2005 and incorporated herein by reference.

10(d)(1)* Summary of Management Compensatory Arrangements, dated March 28, 2016. Previously filed on the Company’s Current Report on Form 8-K (File No. 1-36756) filed on March 29, 2016 and incorporated herein by reference.

115

Table of Contents

EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
10(d)(2)* Summary of Non-Management Director Compensatory Arrangements, dated May 26, 2016. Previously filed on the Company’s Current Report on Form 8-K (File No. 1-36756) filed on May 31, 2016 and incorporated herein by reference.

10(e)(1) Receivables Financing Agreement, dated December  18, 2018, by and among Lamar Media, as initial Servicer, Lamar TRS Receivables, LLC and Lamar QRS Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on December 21, 2018 and incorporated herein by reference.

10(e)(2) Purchase and Sale Agreement, dated December 18, 2018, by and among certain subsidiaries of Lamar Media, Lamar Media, as initial Servicer, and Lamar QRS Receivables, LLC as Buyer. Previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on December 21, 2018 and incorporated herein by reference.

10(e)(3) Purchase and Sale Agreement, dated December 18, 2018, by and among certain subsidiaries of Lamar Media, Lamar Media, as initial Servicer, and Lamar TRS Receivables, LLC as Buyer. Previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on December 21, 2018 and incorporated herein by reference.

10(e)(4) Performance Guaranty of Lamar Media dated December 18, 2018 in favor of PNC Bank, National Association. Previously filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on December 21, 2018 and incorporated herein by reference.

10(e)(5) First Amendment to the Receivables Financing Agreement, dated as of February 6, 2020, by and among Lamar Media as initial Servicer, Lamar TRS Receivables, LLC and Lamar QRS Receivables, LLC as borrowers and PNC Bank, National Association as Administrative Agent and Lender. Previously filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on February 12, 2020 and incorporated herein by reference.

10(e)(6) First Amendment to the Purchase and Sale Agreement, dated as of February 6, 2020, by and among certain subsidiaries of Lamar Media, Lamar Media as initial Servicer, and Lamar QRS Receivables, LLC as Buyer. Previously filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on February 12, 2020 and incorporated herein by reference.

10(e)(7) First Amendment to the Purchase and Sale Agreement, dated as of February 6, 2020, by and among certain subsidiaries of Lamar Media, Lamar Media as initial Servicer, and Lamar TRS Receivables, LLC as Buyer. Previously filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on February 12, 2020 and incorporated herein by reference.

10(e)(8) Second Amendment to the Receivables Financing Agreement, dated as of May 6, 2020, by and among Lamar Media as Servicer, Lamar TRS Receivables, LLC and Lamar QRS Receivables, LLC as borrowers and PNC Bank, National Association as Administrative Agent and Lender. Previously filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2020 (File No. 1-36756) filed on August 6, 2020 and incorporated herein by reference.

10(e)(9) Second Amendment to the Purchase and Sale Agreement, dated as of May 6, 2020, by and among certain subsidiaries of Lamar Media. as originators, Lamar Media as Servicer, and Lamar QRS Receivables, LLC as Buyer, and consented to by PNC Bank, National Association, as Administrative Agent. Previously filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2020 (File No. 1-36756) filed on August 6, 2020 and incorporated herein by reference.

116

Table of Contents

EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
10(e)(10) Third Amendment to the Receivables Financing Agreement, dated as of June 30, 2020, among Lamar Media, as Initial Servicer, Lamar TRS Receivables, LLC and Lamar QRS Receivables, LLC as borrowers, and PNC Bank, National Association, as Administrative Agent and a Lender. Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on July 6, 2020 and incorporated herein by reference.

10(e)(11) Fourth Amendment to the Receivables Financing Agreement, dated as of October 23, 2020, among Lamar Media, as Initial Servicer, Lamar TRS Receivables, LLC and Lamar QRS Receivables, LLC as borrowers, and PNC Bank, National Association, as Administrative Agent and a Lender. Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on October 26, 2020 and incorporated herein by reference.

10(e)(12) Fifth Amendment to the Receivables Financing Agreement, dated as of May 24, 2021, among Lamar Media, as Initial Servicer, Lamar TRS Receivables, LLC and Lamar QRS Receivables, LLC as borrowers, and PNC Bank, National Association, as Administrative Agent and a Lender.
Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on May 28, 2021 and incorporated herein by reference.

10(e)(13) Sixth Amendment to the Receivables Financing Agreement, dated as of June 24, 2022, among Lamar Media, as Initial Servicer, the SPEs, as Borrowers, and PNC Bank, National Association, as Administrative Agent and a Lender. Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on June 30, 2022 and incorporated herein by reference. Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on June 30, 2022 and incorporated herein by reference.

10(e)(14) Seventh Amendment to the Receivables Financing Agreement, dated as of October 15, 2024, among Lamar Media, as Initial Servicer, the SPEs, as Borrowers, and PNC Bank, National Association, as Administrative Agent and a Lender. Previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 1-36756) filed on October 21, 2024 and incorporated herein by reference.

10(e)(15) Joinder Agreement, dated as of July 1, 2024, to the Fourth Amended and Restated Credit Agreement dated as of February 6, 2020 (as amended), among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and North Carolina Logos, LLC. Previously filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 1-36756) for the period ended September 30, 2024 filed on November 8, 2024 and incorporated herein by reference.

10(f)(1) Credit Agreement dated as of April 28, 2010 by and among Lamar Media, Lamar Advertising of Puerto Rico, Inc., the Subsidiary Guarantors named therein, each additional Subsidiary Borrower that may be designated as such thereunder, the Lenders named therein, and JPMorgan Chase Bank, N.A., as administrative agent. Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 0-30242) filed on May 3, 2010, and incorporated herein by reference.

10(f)(2) Amendment No. 1, dated as of June 11, 2010, to the Credit Agreement dated as of April 28, 2010 by and among Lamar Media, Lamar Advertising of Puerto Rico, Inc., the Subsidiary Guarantors named therein, each additional Subsidiary Borrower that may be designated as such thereunder, the Lenders named therein, and JPMorgan Chase Bank, N.A., as administrative agent. Previously filed as Exhibit 10(p)(2) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 0-30242) filed on February 25, 2011 and incorporated herein by reference.

117

Table of Contents

EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
10(f)(3) Amendment No. 2, dated as of November 18, 2010, to the Credit Agreement dated as of April 28, 2010 by and among Lamar Media, Lamar Advertising of Puerto Rico, Inc., the Subsidiary Guarantors named therein, each additional Subsidiary Borrower that may be designated as such thereunder, the Lenders named therein, and JPMorgan Chase Bank, N.A., as administrative agent. Previously filed as Exhibit 10(p)(3) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 0-30242) filed on February 25, 2011 and incorporated herein by reference.

10(f)(4) Restatement Agreement, dated as of February 9, 2012, to the Credit Agreement dated as of April 28, 2010 by and among Lamar Media, Lamar Advertising of Puerto Rico, Inc., the Subsidiary Guarantors named therein, each additional Subsidiary Borrower that may be designated as such thereunder, the Lenders named therein, and JPMorgan Chase Bank, N.A., as administrative agent (including the Amended and Restated Credit Agreement). Previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 0-30242) filed on February 14, 2012 and incorporated herein by reference.

10(f)(5) Amendment No. 1, dated as of October 24, 2013, to the Amended and Restated Credit Agreement dated as of February 9, 2012 among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. Previously filed as Exhibit 10(f)(11) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 (File No. 0-30242) filed on February 27, 2014 and incorporated herein by reference.

10(f)(6) Second Restatement Agreement, dated as of February 3, 2014, by and among Lamar Media, the Company, the Subsidiary Guarantors named therein, the Lenders named therein, and JPMorgan Chase Bank, N.A., as administrative agent (including the Second Amended and Restated Credit Agreement as Exhibit A thereto). Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 0-30242) filed on February 7, 2014 and incorporated herein by reference.

10(f)(7) Amendment No. 1, dated as of April 18, 2014, to the Second Amended and Restated Credit Agreement, dated as of February 3, 2014, by and among Lamar Media, the Company, the Subsidiary Guarantors named therein, the Lenders named therein, and JPMorgan Chase Bank, N.A., as administrative agent. Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 0-30242) filed on April 22, 2014 and incorporated herein by reference.

10(f)(8) Incremental Amendment No. 1 dated January 7, 2016 to the Second Amended and Restated Credit Agreement, dated as of February 3, 2014, as amended by and among Lamar Media, the Company, the Subsidiary Guarantors named therein, the Lenders named therein, and JPMorgan Chase Bank, N.A., as Administrative Agent. Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on January 13, 2016 and incorporated herein by reference.

10(f)(9) Amendment No. 2, dated as of March 4, 2016, to the Second Amended and Restated Credit Agreement, dated as of February 3, 2014, as amended by and among Lamar Media, the Company, certain of Lamar Media’s subsidiaries as Guarantors, JPMorgan Chase Bank, N.A. as Administrative Agent and the Lenders party thereto. Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on March 8, 2016 and incorporated herein by reference.

118

Table of Contents

EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
10(f)(10) Third Restatement Agreement, dated as of May 15, 2017, by and among Lamar Media, the Company, the Subsidiary Guarantors named therein, the Lenders named therein, and JPMorgan Chase Bank, N.A., as Administrative Agent (including the Third Amended and Restated Credit Agreement as Exhibit A thereto). Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on May 19, 2017 and incorporated herein by reference.

10(f)(11) Amendment No. 1 dated as of March  16, 2018 to the Third Restatement Agreement, by and among Lamar Media, the Company, the subsidiary guarantors named therein, the Lenders named therein, and JPMorgan Chase Bank, N.A., as administrative agent (including the Third Amended and Restated Credit Agreement, as amended for Amendment No. 1, as Exhibit A thereto). Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on March 21, 2018 and incorporated herein by reference.

10(f)(12) Amendment No. 2 dated as of December  6, 2018 to the Third Restatement Agreement, by and among Lamar Media, the Company, the subsidiary guarantors named therein, the Lenders named therein, and JPMorgan Chase Bank, N.A., as administrative agent (including the Third Amended and Restated Credit Agreement, as amended for Amendment No. 2, as Exhibit A thereto). Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on December 12, 2018 and incorporated herein by reference.

10(f)(13) Incremental Amendment No. 1, dated January 17, 2019, by and among Lamar Media, Lamar Advertising, the subsidiary guarantors named therein, the Lenders named therein, and JPMorgan Chase Bank, N.A., as Administrative Agent. Previously filed as Exhibit 10.1 to Lamar Advertising’s Current Report on Form 8-K (File No. 1-36756) filed on January 22, 2019 and incorporated herein by reference.

10(f)(14) Joinder Agreement, dated as of July 19, 2010, to the Credit Agreement dated as of April 28, 2010 among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, by Arizona Logos, L.L.C. Previously filed as Exhibit 10(p)(4) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 0-30242) filed on February 27, 2012 and incorporated herein by reference.

10(f)(15) Joinder Agreement, dated as of April 21, 2011, to the Credit Agreement dated as of April 28, 2010 among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, by Wisconsin Logos, LLC. Previously filed as Exhibit 10(p)(5) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 0-30242) filed on February 27, 2012 and incorporated herein by reference.

10(f)(16) Joinder Agreement, dated as of August 26, 2011, to the Credit Agreement dated as of April 28, 2010 among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, by Montana Logos, LLC. Previously filed as Exhibit 10(p)(6) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 0-30242) filed on February 27, 2012 and incorporated herein by reference.

119

Table of Contents

EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
10(f)(17) Joinder Agreement, dated as of November 14, 2012, to the Amended and Restated Credit Agreement dated as of February 9, 2012 among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, by NextMedia Outdoor, Inc. Previously filed as Exhibit 10(f)(9) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 0-30242) filed on February 28, 2013 and incorporated herein by reference.

10(f)(18) Joinder Agreement, dated as of November 14, 2012, to the Amended and Restated Credit Agreement dated as of February 9, 2012 among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, by NextMedia Outdoor, Inc. Previously filed as Exhibit 10(f)(9) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 0-30242) filed on February 28, 2013 and incorporated herein by reference.

10(f)(19) Joinder Agreement, dated as of November 14, 2012, to the Amended and Restated Credit Agreement dated as of February 9, 2012 among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, by NMG Outdoor I Corp. Previously filed as Exhibit 10(f)(10) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 0-30242) filed on February 28, 2013 and incorporated herein by reference.

10(f)(20) Joinder Agreement, dated as of December 5, 2013, to the Amended and Restated Credit Agreement dated as of February 9, 2012 among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, by Lamar TRS Holdings, LLC. Previously filed as Exhibit 10(f)(12) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 (File No. 0-30242) filed on February 27, 2014 and incorporated herein by reference.

10(f)(21) Joinder Agreement, dated as of December 5, 2013, to the Amended and Restated Credit Agreement dated as of February 9, 2012 among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, by Lamar Service Company, LLC. Previously filed as Exhibit 10(f)(13) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 (File No. 0-30242) filed on February 27, 2014 and incorporated herein by reference.

10(f)(22) Joinder Agreement, dated as of December 5, 2013, to the Amended and Restated Credit Agreement dated as of February 9, 2012 among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, by Lamar Investments, LLC. Previously filed as Exhibit 10(f)(14) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 (File No. 0-30242) filed on February 27, 2014 and incorporated herein by reference.

10(f)(23) Joinder Agreement, dated as of December 5, 2013, to the Amended and Restated Credit Agreement dated as of February 9, 2012 among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, by Lamar Transit, LLC. Previously filed as Exhibit 10(f)(15) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 (File No. 0-30242) filed on February 27, 2014 and incorporated herein by reference.

120

Table of Contents

EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
10(f)(24) Joinder Agreement, dated as of July 28, 2015, to the Second Amended and Restated Credit Agreement dated as of February 3, 2014, as amended, among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, by Lamar Alliance Airport Advertising Company. Previously filed as Exhibit 10(f)(20) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 1-36756) filed on February 24, 2017 and incorporated herein by reference.

10(f)(25) Joinder Agreement, dated as of January 30, 2018, to the Third Amended and Restated Credit Agreement dated as of May 15, 2017, as amended, among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, by Interstate Logos TRS, LLC. Previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2018 (File No. 1-36756) filed on May 5, 2018 and incorporated herein by reference.

10(f)(26) Joinder Agreement, dated as of January 15, 2019, to the Third Amended and Restated Credit Agreement dated as of May 15, 2017, as amended, among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, by FMG Outdoor Holdings, LLC, Lamar-Fairway Blocker 1, Inc., Lamar-Fairway Blocker 2, Inc., Magic Media, Inc., Fairway Media Group, LLC, Fairway Outdoor Advertising, LLC, Fairway Outdoor Funding Holdings, LLC, Fairway Outdoor Funding, LLC, MCC Outdoor, LLC, Magic Media Real Estate, LLC, FMO Real Estate, LLC, Douglas Outdoor Advertising of GA., Inc., Olympus Media/Indiana, LLC and Fairway CCO Indiana, LLC. Previously filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2019 (File No. 1-36756) filed on May 2, 2019, and incorporated herein by reference.

10(f)(27) Joinder Agreement, dated as of January 15, 2019, to the Third Amended and Restated Credit Agreement dated as of May 15, 2017, as amended, among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, by New Hampshire Logos, L.L.C. Previously filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2019 (File No. 1-36756) filed on May 2, 2019, and incorporated herein by reference.

10(f)(28) Joinder Agreement, dated as of August 15, 2019, to the Third Amended and Restated Credit Agreement dated as of May 15, 2017, as amended, among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, by Ashby Street Outdoor Holdings LLC,  Ashby Street Outdoor CC, LLC and Ashby Street Outdoor LLC. Previously filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2019 (File No. 1-36756) filed on November 5, 2019, and incorporated herein by reference.

10(f)(29) Fourth Amended and Restated Credit Agreement, dated as of February 6, 2020, by and among Lamar Media, the Subsidiary Guarantors named therein, the Lenders named therein, and JPMorgan Chase Bank, N.A., as Administrative Agent. Previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on February 12, 2020 and incorporated herein by reference.

121

Table of Contents

EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
10(f)(30) Joinder Agreement, dated as of March 17, 2022, to the Fourth Amended and Restated Credit Agreement dated as of February 6, 2020 (as amended by that certain Amendment No. 1, dated as of July 2, 2021, and as further amended), among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, by Sky High Murals-Colossal Media, Inc. Previously filed as Exhibit 10.1 to Lamar Advertising’s Quarterly Report for the period ended March 31, 2022 filed on May 5, 2022 and incorporated herein by reference.

10(f)(31) Joinder Agreement, dated as of June 7, 2022, to the Fourth Amended and Restated Credit Agreement dated as of February 6, 2020 (as amended by that certain Amendment No. 1, dated as of July 2, 2021, and as further amended), among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, by Lamar Advertising Limited Partnership, Lamar Advertising General Partner, and Sky High Murals-Colossal Media, LLC. Previously filed as Exhibit 10.1 to Lamar Advertising’s Quarterly Report for the period ended June 30, 2022 filed on August 3, 2022 and incorporated herein by reference.

10(f)(32) Amendment No. 2, dated as of July 29, 2022 to the Fourth Amended and Restated Credit Agreement dated February 6, 2020, by and among Lamar Media, as Borrower, the Company, Lamar Media’s subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and certain lenders from time to time party thereto. Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on August 3, 2022 and incorporated herein by reference.

10(f)(33) Amendment No. 3, dated as of April 26, 2023 to the Fourth Amended and Restated Credit Agreement dated February 6, 2020, by and among Lamar Media, as Borrower, the Company, Lamar Media's subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and certain lenders from time to time party thereto. Previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 1-36756) filed on May 5, 2023 and incorporated herein by reference.

10(f)(34) Amendment No. 4, dated as of July 31, 2023 to the Fourth Amended and Restated Credit Agreement dated February 6, 2020, by and among Lamar Media, as Borrower, the Company, Lamar Media's subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and certain lenders from time to time party thereto. Previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 1-36756) filed on August 2, 2023 and incorporated herein by reference.

10(f)(35) Joinder Agreement, dated as of May 14, 2024, to the Fourth Amended and Restated Credit Agreement dated as of February 6, 2020 (as amended by that certain Amendment No. 1, dated as of July 2, 2021, and as further amended), among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and Alabama Logos, LLC. Previously filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 1-36756) for the period ended June 30, 2024 filed on August 8, 2024 and incorporated herein by reference.

122

Table of Contents

EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
10(f)(36) Joinder Agreement, dated as of December 6, 2024, to the Fourth Amended and Restated Credit Agreement dated as of February 6, 2020 (as amended by that certain Amendment No. 1, dated as of July 2, 2021, and as further amended), among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and OBCM, LLC. Previously filed as Exhibit 10(f)(36) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (File No. 1-36756) filed on February 20, 2025 and incorporated herein by reference.

10(f)(37) Amendment No. 5, dated as of September 23, 2025 to the Fourth Amended and Restated Credit Agreement dated February 6, 2020, by and among Lamar Media, as Borrower, the Company, Lamar Media’s subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and certain lenders from time to time party thereto. Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on September 24, 2025 and incorporated herein by reference.

10(f)(38) Joinder Agreement, dated as of December 6, 2024, to the Fourth Amended and Restated Credit Agreement dated as of February 6, 2020 (as amended by that certain Amendment No. 1, dated as of July 2, 2021, and as further amended), among Lamar Media, the subsidiary borrower party thereto, the subsidiary guarantors party thereto, the lenders party thereto and Arkansas Logos, LLC. Filed herewith.

10(g)(1) Amended and Restated Limited Partnership Agreement of Lamar Advertising Limited Partnership, dated July 1, 2022. Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on July 7, 2022 and incorporated herein by reference.

10(g)(2)* Form of 2022 LTIP Unit Award Agreement. Previously filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on July 7, 2022 and incorporated herein by reference.

10(g)(3)* Form of 2023 LTIP Unit Award Agreement. Previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 1-36756) filed on March 2, 2023 and incorporated herein by reference.

10(g)(4)* Form of 2024 LTIP Unit Award Agreement. Previously filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 1-36756) for the period ended March 31, 2024 filed on May 2, 2024 and incorporated herein by reference.

10(l)* Form of Indemnification Agreement between the Company and the directors and executive officers of the Company, dated as of November 18, 2014. Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on November 19, 2014 and incorporated herein by reference.

14(a) Lamar Advertising Company Code of Business Conduct and Ethics. Previously filed as Exhibit 14(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 2022 (File No. 1-36756) filed on February 24, 2023 and incorporated herein by reference.

19 Lamar Advertising Policy on Securities Trading and Inside Information. Previously filed as Exhibit 19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (File No. 1-36756) filed on February 20, 2025 and incorporated herein by reference.

123

Table of Contents

EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING
21(a) Subsidiaries of the Company. Filed herewith.

22(a) Subsidiary guarantors of Lamar Media. Filed herewith.

23(a) Consent of KPMG LLP. Filed herewith.

31(a) Certification of the Chief Executive Officer of the Company and Lamar Media pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes- Oxley Act of 2002. Filed herewith.

31(b) Certification of the Chief Financial Officer of the Company and Lamar Media pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

32(a) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.

97 Compensation Recovery Policy Previously filed as Exhibit 97 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 1-36756) filed on February 23, 2024 and incorporated herein by reference.

101 The following materials from the combined Annual Report of the Company and Lamar Media Corp. on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2025 and 2024 of the Company and Lamar Media, (ii) Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2025, 2024 and 2023 of the Company and Lamar Media, (iii) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023 of the Company and Lamar Media, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 of the Company and Lamar Media, and (v) Notes to Consolidated Financial Statements of the Company and Lamar Media.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Denotes management contract or compensatory plan or arrangement in which the executive officers or directors of the Company participate.
124

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

LAMAR ADVERTISING COMPANY

February 20, 2026 By: /s/ Sean E. Reilly
Sean E. Reilly
President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ Sean E. Reilly President and Chief Executive Officer (Principal Executive Officer) February 20, 2026
Sean E. Reilly

/s/ Jay L. Johnson Chief Financial Officer (Principal Financial and Accounting Officer) February 20, 2026
Jay L. Johnson

/s/ Kevin P. Reilly, Jr. Executive Chairman and Director February 20, 2026
Kevin P. Reilly, Jr.

/s/ Wendell S. Reilly Director February 20, 2026
Wendell S. Reilly

/s/ Stephen P. Mumblow Director February 20, 2026
Stephen P. Mumblow

/s/ Mitchell Landrieu Director February 20, 2026
Mitchell Landrieu

/s/ Marshall A. Loeb Director February 20, 2026
Marshall A. Loeb  

/s/ Thomas Reifenheiser Director February 20, 2026
Thomas Reifenheiser

/s/ Anna Reilly Director February 20, 2026
Anna Reilly

/s/ John E. Koerner, III Director February 20, 2026
John E. Koerner, III

/s/ Elizabeth Thompson Director February 20, 2026
Elizabeth Thompson

/s/ Nancy Fletcher Director February 20, 2026
Nancy Fletcher

125

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

LAMAR MEDIA CORP.

February 20, 2026 By: /s/ Sean E. Reilly
Sean E. Reilly
President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ Kevin P. Reilly, Jr. Executive Chairman and Director February 20, 2026
Kevin P. Reilly, Jr.

/s/ Sean E. Reilly President and Chief Executive Officer (Principal Executive Officer) February 20, 2026
Sean E. Reilly

/s/ Jay L. Johnson Chief Financial and Accounting Officer and Director
(Principal Financial and Accounting Officer) February 20, 2026
Jay L. Johnson

/s/ Lee Kantrow, Jr. Executive Vice President of Business Development February 20, 2026
Lee Kantrow, Jr.

126