10-Q – 2025-08-08 – lamr-20250630.htm

Restrictions under Accounts Receivable Securitization Program. The agreements governing the Accounts Receivable Securitization Program contain customary representations and warranties, affirmative and negative covenants, and termination event provisions, including but not limited to those providing for the acceleration of amounts owed under the Accounts Receivable Securitization Program if, among other things, the Special Purpose Subsidiaries fail to make payments when due, Lamar Media, the Subsidiary Originators or the Special Purpose Subsidiaries become insolvent or subject to bankruptcy proceedings or certain judicial judgments, breach certain representations and warranties or covenants or default under other material indebtedness, a change of control occurs, or if Lamar Media fails to maintain the maximum secured debt ratio of 4.5 to 1.0 required under the senior credit facility.

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Uses of Cash

Capital Expenditures.  Capital expenditures, excluding acquisitions, were approximately $68.1 million for the six months ended June 30, 2025. We anticipate our 2025 total capital expenditures will be approximately $180.0 million.

Acquisitions. During the six months ended June 30, 2025, the Company completed acquisitions for an aggregate purchase price of approximately $87.1 million, which were financed using available cash on hand.

Dividends. On February 19, 2025, the Company's Board of Directors declared a quarterly cash dividend of $1.55 per share, paid on March 28, 2025 to its stockholders of record of its Class A common stock and Class B common stock on March 14, 2025. On May 15, 2025, the Company's Board of Directors declared a quarterly cash dividend of $1.55 per share, paid on June 30, 2025 to its stockholders of record of its Class A common stock and Class B common stock on June 16, 2025. Subject to approval of the Company's Board of Directors, the Company expects aggregate quarterly distributions to stockholders in 2025 will be at least $6.20 per share of common stock, including the dividends paid on March 28, 2025 and June 30, 2025.

As a REIT, the Company must annually distribute to its stockholders an amount equal to at least 90% of its REIT taxable income (determined before the deduction for distributed earnings and excluding any net capital gain). The amount, timing and frequency of future distributions will be at the sole discretion of the Board of Directors and will be declared based upon various factors, a number of which may be beyond the Company’s control, including financial condition and operating cash flows, the amount required to maintain REIT status and reduce any income and excise taxes that the Company otherwise would be required to pay, limitations on distributions in our existing and future debt instruments, the Company’s ability to utilize net operating losses to offset, in whole or in part, the Company’s distribution requirements, limitations on its ability to fund distributions using cash generated through its TRSs, the impact of general economic conditions on the Company’s operations and other factors that the Board of Directors may deem relevant. The foregoing factors may also impact management’s recommendations to the Board of Directors as to the timing, amount and frequency of future distributions.

Stock and Debt Repurchasing Program. Prior to May 15, 2025, the Company’s Board of Directors had authorized the repurchase of up to $250.0 million of the Company’s Class A common stock. Additionally, the Board of Directors has authorized Lamar Media to repurchase up to $250.0 million in outstanding senior or senior subordinated notes and other indebtedness outstanding from time to time under its senior credit agreement. On September 24, 2024, the Board of Directors authorized the extension of the repurchase program through March 31, 2026. On May 15, 2025, the Company's Board of Directors approved the increase of the amount authorized under the Stock Repurchase Program by $150.0 million, bringing the total amount authorized under the Program to $400.0 million. The Company’s management may opt not to make any repurchases under the program, or may make aggregate purchases less than the total amount authorized. During the six months ended June 30, 2025, the Company repurchased 1,388,091 shares of the Company's Class A common stock outstanding for a total purchase price of $150.0 million.

Material Cash Requirements

Our expected material cash requirements for the twelve months following June 30, 2025 and thereafter are comprised of contractual obligations, required annual distributions and other opportunistic expenditures.

Debt and Contractual Obligations. The following table summarizes our future debt maturities, interest payment obligations, and contractual obligations including required payments under operating and financing leases as of June 30, 2025:

(In millions) Less than 1 year Thereafter
Debt maturities (1)
$ 0.4  $ 3,363.3 
Interest obligations on long-term debt (2)
157.5  469.1 
Contractual obligations, including operating and financing leases 286.2  1,833.9 
Total payments due $ 444.1  $ 5,666.3 

(1) Debt maturities assume there is no refinancing prior to the existing maturity date and is based on contractual maturities.
(2) Interest rates on our variable rate instruments assume rates at the June 30, 2025 levels.

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Required Annual Distributions. As a REIT, the Company must annually distribute to its stockholders an amount equal to at least 90% of its REIT taxable income (determined before the deduction for distributed earnings and excluding any net capital gain).On February 19, 2025, the Company's Board of Directors declared a quarterly cash dividend of $1.55 per share, paid on March 28, 2025 to its stockholders of record of its Class A common stock and Class B common stock on March 14, 2025. On May 15, 2025, the Company's Board of Directors declared a quarterly cash dividend of $1.55 per share, paid on June 30, 2025 to its stockholders of record of its Class A common stock and Class B common stock on June 16, 2025. Subject to approval of the Company's Board of Directors, the Company expects aggregate quarterly distributions to stockholders in 2025 will be at least $6.20 per share of common stock, including the dividends paid on March 28, 2025 and June 30, 2025.

Opportunistic Expenditures. As part of our capital allocation strategy, we plan to continue to allocate our available capital among investment alternatives that meet our return on investment criteria. We will continue to reinvest in our existing assets and expand our outdoor advertising display portfolio through new construction. We will also continue to pursue strategic acquisitions of outdoor advertising businesses and assets. This includes acquisitions in our existing markets and in new markets where we can meet our return on investment criteria.

Cash Flows

The Company's cash flows provided by operating activities decreased $9.7 million from $366.9 million for the six months ended June 30, 2024 to $357.2 million for the six months ended June 30, 2025, primarily resulting from a decrease in collections on receivables as compared to the same period in 2024.

Cash flows used in investing activities for six months ended June 30, 2025 was $33.8 million as compared to cash flows used in investing activities for the six months ended June 30, 2024 of $76.7 million. This change was primarily due to increases in acquisitions and capital expenditures during 2025, offset by proceeds from the sale of the Company's equity investment in Vistar Media, Inc. of $115.1 million during 2025.

The Company's cash flows used in financing activities were $317.5 million for the six months ended June 30, 2025 as compared to $256.7 million for the six months ended June 30, 2024. The cash flows used in financing activities of $317.5 million for the six months ended June 30, 2025 is primarily due to cash paid for dividends and distributions and cash used for stock repurchases, offset by borrowings on the revolving credit facility.

Critical Accounting Estimates

Our discussion and analysis of our results of operations and liquidity and capital resources are based on our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. There have been no material changes to the critical accounting policies and estimates as previously disclosed in Item 7 of our 2024 Combined Form 10-K.

Accounting Standards and Regulatory Update

See Note 13, "New Accounting Pronouncements" to our condensed consolidated financial statements included in Part 1, Item 1 of this report for a discussion of our Accounting Standards and Regulatory Update.

LAMAR MEDIA CORP.

The following is a discussion of the consolidated financial condition and results of operations of Lamar Media for the three and six months ended June 30, 2025 and 2024. This discussion should be read in conjunction with the consolidated financial statements of Lamar Media and the related notes thereto.

RESULTS OF OPERATIONS

Six months ended June 30, 2025 compared to six months ended June 30, 2024

Net revenues increased $21.3 million or 2.0% to $1.08 billion for the six months ended June 30, 2025 from $1.06 billion for the same period in 2024. This increase was primarily attributable to an increase in billboard net revenues of $15.7 million, an increase in transit net revenues of $3.0 million, and an increase in logo net revenues of $2.6 million over the same period in 2024.

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For the six months ended June 30, 2025, there was a $16.3 million increase in net revenues as compared to acquisition-adjusted net revenues for the six months ended June 30, 2024, which represents an increase of 1.5%. See "Reconciliations" below. The $16.3 million increase in revenue is primarily due to an increase of $13.6 million in billboard net revenues, an increase of $1.8 million in logo net revenues, and an increase in transit net revenues of $0.9 million over the same period in 2024.

Total operating expenses, exclusive of depreciation and amortization and gain on disposition of assets and investments, increased $8.8 million, or 1.4%, to $613.6 million for the six months ended June 30, 2025 from $604.8 million for the same period in 2024. The $8.8 million increase over the prior year is comprised of a $16.6 million increase in total direct, general and administrative and corporate expenses (excluding stock-based compensation) primarily related to the operations of our outdoor advertising assets, offset by a $7.9 million decrease in stock-based compensation.

Depreciation and amortization expense increased $3.5 million to $155.9 million for the six months ended June 30, 2025 as compared to $152.4 million for the same period in 2024, primarily related to acquisitions and capital expenditures completed in the last twelve months.

For the six months ended June 30, 2025, Lamar Media recognized a gain on disposition of assets and investments of $74.0 million, primarily resulting from the sale of Lamar's equity interest in Vistar Media, Inc., as well as transactions related to the sale of real estate and billboard locations and displays.

Due to the above factors, operating income increased by $80.0 million to $389.2 million for the six months ended June 30, 2025 as compared to $309.1 million for the same period in 2024.

Interest expense decreased $9.8 million for the six months ended June 30, 2025 to $79.0 million as compared to $88.8 million for the six months ended June 30, 2024. The decrease was primarily due to the repayment of the Term A loans outstanding under the senior credit facility in July of 2024 as well as a decrease in interest rates on the senior credit facility and Accounts Receivable Securitization Program.

Equity in (earnings) loss of investee was $(0.2) million and $0.6 million for the six months ended June 30, 2025 and 2024, respectively.

The increase in operating income, as well as the decrease in interest expense, resulted in a $90.6 million increase in income before income tax expense. The effective tax rate for the six months ended June 30, 2025 was 5.4%, which differs from the federal statutory rate primarily due to our qualification for taxation as a REIT and adjustments for foreign items.

As a result of the above factors, Lamar Media recognized net income for the six months ended June 30, 2025 of $294.5 million, as compared to net income of $216.4 million for the same period in 2024.

Reconciliations:

Because acquisitions occurring after December 31, 2023 have contributed to our net revenues results for the periods presented, we provide 2024 acquisition-adjusted net revenue, which adjusts our 2024 net revenues for the six months ended June 30, 2024 by adding to or subtracting from it the net revenue generated by the acquired or divested assets prior to our acquisition or divestiture of these assets for the same time frame that those assets were owned in the six months ended June 30, 2025.
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Reconciliations of 2024 reported net revenue to 2024 acquisition-adjusted net revenues for the six months ended June 30, as well as a comparison of 2024 acquisition-adjusted net revenues to 2025 reported net revenue for the six months ended June 30, are provided below:

Reconciliation and Comparison of Reported Net Revenue to Acquisition-Adjusted Net Revenue

Six Months Ended
June 30,

2025 2024
(in thousands)
Reported net revenues $ 1,084,741  $ 1,063,401 
Acquisition net revenues —  5,021 
Adjusted totals $ 1,084,741  $ 1,068,422 

Key Performance Indicators

Net Income/Adjusted EBITDA

(In thousands) Six Months Ended
June 30,
Amount of Increase (Decrease) Percent Increase (Decrease)
2025 2024
Net income
$ 294,504  $ 216,412  $ 78,092  36.1  %
Income tax expense
16,932  4,394  12,538 

Interest expense, net
77,943  87,785  (9,842)
Equity in (earnings) loss of investee (206) 555  (761)
Gain on disposition of assets and investments
(73,961) (3,012) (70,949)
Depreciation and amortization 155,931  152,419  3,512 
Capitalized contract fulfillment costs, net (5) (374) 369 
Stock-based compensation expense 17,725  25,616  (7,891)
Adjusted EBITDA $ 488,863  $ 483,795  $ 5,068  1.0  %

Adjusted EBITDA for the six months ended June 30, 2025 increased 1.0% to $488.9 million. The increase in adjusted EBITDA was primarily attributable to an increase in our gross margin (net revenue less direct advertising expense, exclusive of depreciation and amortization and capitalized contract fulfillment costs, net) of $13.1 million, offset by an increase in total general and administrative and corporate expenses of $8.8 million, excluding the impact of stock-based compensation expense.

Segmented Adjusted EBITDA

Six Months Ended
June 30,
Amount of Increase (Decrease) Percent Increase (Decrease)
(In thousands) 2025 2024
Billboard adjusted EBITDA $ 518,391   $ 512,568   $ 5,823 
Other adjusted EBITDA (1)
23,692   24,120   (428)
Corporate expenses (2)
( 53,220 ) ( 52,893 ) (327)
Adjusted EBITDA $ 488,863  $ 483,795  $ 5,068  1.0  %

(1) Logo and transit advertising do not meet the criteria to be reportable segments, and accordingly, are included in Other.
(2) Corporate operations are not an operating segment. Corporate expenses include expenses related to infrastructure and support, including information technology, human resources, legal, finance and administrative functions of the Company, as well as overall executive, administrative and support functions.    

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Adjusted EBITDA for the six months ended June 30, 2025 increased 1.0% to $488.9 million. The increase in adjusted EBITDA was primarily attributable to the increase in our billboard advertising adjusted EBITDA of $5.8 million, offset by a decrease in other adjusted EBITDA of $0.4 million and an increase in corporate expenses of $0.3 million, excluding the impact of stock-based compensation expense.

Net Income/FFO/AFFO

(In thousands) Six Months Ended
June 30,
Amount of Increase (Decrease) Percent Increase (Decrease)
2025 2024
Net income
$ 294,504  $ 216,412  $ 78,092  36.1  %
Depreciation and amortization related to real estate 147,651  144,122  3,529 
Gain from sale or disposal of real estate and investments, net of tax
(60,742) (2,820) (57,922)
Adjustments for unconsolidated affiliates and non-controlling interest 330  384  (54)
FFO $ 381,743  $ 358,098  $ 23,645  6.6  %
Straight-line expense
2,381  2,067  314 
Capitalized contract fulfillment costs, net (5) (374) 369 
Stock-based compensation expense 17,725  25,616  (7,891)
Non-cash portion of tax provision (339) (64) (275)
Non-real estate related depreciation and amortization 8,280  8,297  (17)
Amortization of deferred financing costs 3,056  3,271  (215)

Capital expenditures – maintenance (22,662) (24,454) 1,792 
Adjustments for unconsolidated affiliates and non-controlling interest (330) (384) 54 
AFFO $ 389,849  $ 372,073  $ 17,776  4.8  %

FFO for the six months ended June 30, 2025 increased from $358.1 million in 2024 to $381.7 million for the same period in 2025, an increase of 6.6%. AFFO for the six months ended June 30, 2025 increased 4.8% to $389.8 million as compared to $372.1 million for the same period in 2024. The increase in AFFO was primarily attributable to an increase in our gross margin (net revenue less direct advertising expense, exclusive of depreciation and amortization and capitalized contract fulfillment costs, net) as well as a decrease in interest expense for the six months ended June 30, 2025.

Three months ended June 30, 2025 compared to three months ended June 30, 2024

Net revenues increased $14.1 million or 2.5% to $579.3 million for the three months ended June 30, 2025 from $565.3 million for the same period in 2024. This increase was primarily attributable to an increase in billboard net revenues of $10.2 million, an increase in transit net revenues of $2.2 million, and an increase in logo net revenues of $1.7 million over the same period in 2024.

For the three months ended June 30, 2025, there was a $10.9 million increase in net revenues as compared to acquisition-adjusted net revenues for the three months ended June 30, 2024, which represents an increase of 1.9%. See "Reconciliations" below. The $10.9 million increase in revenue is primarily due to an increase of $8.4 million in billboard net revenues, an increase of $1.3 million in logo net revenues, and an increase in transit net revenues of $1.2 million over the same period in 2024.

Total operating expenses, exclusive of depreciation and amortization and gain on disposition of assets and investments, increased $3.1 million, or 1.0%, to $307.5 million for the three months ended June 30, 2025 from $304.5 million for the same period in 2024. The $3.1 million increase over the prior year is comprised of a $7.1 million increase in total direct, general and administrative and corporate expenses (excluding stock-based compensation) primarily related to the operations of our outdoor advertising assets, offset by a $4.0 million decrease in stock-based compensation.

Depreciation and amortization expense increased $0.9 million to $78.1 million for the three months ended June 30, 2025 as compared to $77.2 million for the same period in 2024, primarily related to acquisitions and capital expenditures completed in the last twelve months.
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For the three months ended June 30, 2025, Lamar Media recognized a gain on disposition of assets and investments of $4.2 million, primarily resulting from transactions related to the sale of real estate and billboard locations and displays.

Due to the above factors, operating income increased by $13.4 million to $197.8 million for the three months ended June 30, 2025 as compared to $184.4 million for the same period in 2024.

Interest expense decreased $3.6 million for the three months ended June 30, 2025 to $40.7 million as compared to $44.3 million for the three months ended June 30, 2024 primarily due to the repayment of the Term A loans outstanding under the senior credit facility in July of 2024 as well as a decrease in interest rates on the senior credit facility and Accounts Receivable Securitization Program.

The increase in operating income, offset by the decrease in interest expense, resulted in a $16.9 million increase in income before income tax expense. The effective tax rate for the three months ended June 30, 2025 was 1.5%, which differs from the federal statutory rate primarily due to our qualification for taxation as a REIT and adjustments for foreign items.

As a result of the above factors, Lamar Media recognized net income for the three months ended June 30, 2025 of $155.2 million, as compared to net income of $137.8 million for the same period in 2024.

Reconciliations:

Because acquisitions occurring after December 31, 2023 have contributed to our net revenue results for the periods presented, we provide 2024 acquisition-adjusted net revenue, which adjusts our 2024 net revenue for the three months ended June 30, 2024 by adding to or subtracting from it the net revenue generated by the acquired or divested assets prior to our acquisition or divestiture of these assets for the same time frame that those assets were owned in the three months ended June 30, 2025.

Reconciliations of 2024 reported net revenue to 2024 acquisition-adjusted net revenues for the three months ended June 30, as well as a comparison of 2024 acquisition-adjusted net revenues to 2025 reported net revenue for the three months ended June 30, are provided below:

Reconciliation and Comparison of Reported Net Revenue to Acquisition-Adjusted Net Revenue

Three Months Ended
June 30,

2025 2024
(in thousands)
Reported net revenues $ 579,311  $ 565,251 
Acquisition net revenues —  3,131 
Adjusted totals $ 579,311  $ 568,382 

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Key Performance Indicators

Net Income/Adjusted EBITDA

Three Months Ended
June 30,
Amount of Increase (Decrease) Percent Increase (Decrease)
(In thousands) 2025 2024
Net income
$ 155,166  $ 137,775  $ 17,391  12.6  %
Income tax expense
2,388  2,872  (484)

Interest expense, net
40,103  43,765  (3,662)
Equity in loss (earnings) of investee 174  (4) 178 
Gain on disposition of assets and investments
(4,176) (824) (3,352)
Depreciation and amortization 78,110  77,191  919 
Capitalized contract fulfillment costs, net (380) (190) (190)
Stock-based compensation expense 7,148  11,150  (4,002)
Adjusted EBITDA $ 278,533  $ 271,735  $ 6,798  2.5  %

Adjusted EBITDA for the three months ended June 30, 2025 increased 2.5% to $278.5 million. The increase in adjusted EBITDA was primarily attributable to an increase in our gross margin (net revenue less direct advertising expense, exclusive of depreciation and amortization and capitalized contract fulfillment costs, net) of $10.4 million offset by an increase in total general and administrative and corporate expenses of $3.6 million, excluding the impact of stock-based compensation expense.

Segmented Adjusted EBITDA

Three Months Ended
June 30,
Amount of Increase (Decrease) Percent Increase (Decrease)
(In thousands) 2025 2024
Billboard adjusted EBITDA $ 290,425  $ 283,086  $ 7,339 
Other adjusted EBITDA (1)
15,051  14,376  675 
Corporate expenses (2)
(26,943) (25,727) (1,216)
Adjusted EBITDA $ 278,533  $ 271,735  $ 6,798  2.5  %

(1) Logo and transit advertising do not meet the criteria to be reportable segments, and accordingly, are included in Other.
(2) Corporate operations are not an operating segment. Corporate expenses include expenses related to infrastructure and support, including information technology, human resources, legal, finance and administrative functions of the Company, as well as overall executive, administrative and support functions.    

Adjusted EBITDA for the three months ended June 30, 2025 increased 2.5% to $278.5 million. The increase in adjusted EBITDA was primarily attributable to the increase in our billboard advertising adjusted EBITDA of $7.3 million and an increase in other adjusted EBITDA of $0.7 million, offset by an increase in corporate expenses of $1.2 million, excluding the impact of stock-based compensation expense.

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Net Income/FFO/AFFO

Three Months Ended
June 30,
Amount of Increase (Decrease) Percent Increase (Decrease)
(In thousands) 2025 2024
Net income
$ 155,166  $ 137,775  $ 17,391  12.6  %
Depreciation and amortization related to real estate 74,015  72,393  1,622 
Gain from sale or disposal of real estate, net of tax
(4,145) (726) (3,419)
Adjustments for unconsolidated affiliates and non-controlling interest 456  12  444 
FFO $ 225,492  $ 209,454  $ 16,038  7.7  %
Straight-line expense
1,372  794  578 
Capitalized contract fulfillment costs, net (380) (190) (190)
Stock-based compensation expense 7,148  11,150  (4,002)
Non-cash portion of tax provision (95) (310) 215 
Non-real estate related depreciation and amortization 4,095  4,799  (704)
Amortization of deferred financing costs 1,533  1,640  (107)

Capital expenditures – maintenance (13,277) (13,627) 350 
Adjustments for unconsolidated affiliates and non-controlling interest (456) (12) (444)
AFFO $ 225,432  $ 213,698  $ 11,734  5.5  %

FFO for the three months ended June 30, 2025 increased from $209.5 million in 2024 to $225.5 million for the same period in 2025, an increase of 7.7%. AFFO for the three months ended June 30, 2025 increased 5.5% to $225.4 million as compared to $213.7 million for the same period in 2024. The increase in AFFO was primarily attributable to an increase in our gross margin (net revenue less direct advertising expense, exclusive of depreciation and amortization and capitalized contract fulfillment costs, net) of $10.4 million.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Lamar Advertising Company and Lamar Media Corp.

Lamar Advertising is exposed to interest rate risk in connection with variable rate debt instruments issued by its wholly owned subsidiary Lamar Media. The information below summarizes the Company’s interest rate risk associated with its principal variable rate debt instruments outstanding at June 30, 2025, and should be read in conjunction with Note 10 of the Notes to the Company’s Condensed Consolidated Financial Statements.

Lamar Media has variable-rate debt outstanding under its senior credit facility and its Accounts Receivable Securitization Program. Because interest rates may increase or decrease at any time, the Company is exposed to market risk as a result of the impact that changes in interest rates may have on the applicable borrowings outstanding. Increases in the interest rates applicable to these borrowings would result in increased interest expense and a reduction in the Company’s net income.

At June 30, 2025 there was approximately $1.28 billion of indebtedness outstanding under the senior credit facility and the Accounts Receivable Securitization Program, or approximately 37.9% of the Company’s outstanding long-term debt on that date, bearing interest at variable rates. The aggregate interest expense for 2025 with respect to borrowings under the senior credit facility and the Accounts Receivable Securitization Program was $32.9 million, and the weighted average interest rate applicable to these borrowings during 2025 was 5.7%. Assuming that the weighted average interest rate was 200 basis points higher (that is 7.7% rather than 5.7%), then the Company’s 2025 interest expense would have increased by approximately $11.3 million for the six months ended June 30, 2025.

The Company attempts to mitigate the interest rate risk resulting from its variable interest rate long-term debt instruments by issuing fixed rate long-term debt instruments and maintaining a balance over time between the amount of the Company’s variable rate and fixed rate indebtedness. In addition, the Company has the capability under the senior credit facility to fix the interest rates applicable to its borrowings at an amount equal to the Adjusted Term SOFR Rate (as applicable), or Adjusted Base Rate plus the applicable margin for periods of up to twelve months (in certain cases with the consent of the lenders), which would allow the Company to mitigate the impact of short-term fluctuations in market interest rates. In the event of an increase in interest rates, the Company may take further actions to mitigate its exposure. The Company cannot guarantee, however, that the actions that it may take to mitigate this risk will be feasible or that, if these actions are taken, that they will be effective.

ITEM 4. CONTROLS AND PROCEDURES

(a) 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 defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this quarterly report. Based on this evaluation, the principal executive officer and principal financial officer of the Company and Lamar Media concluded 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 Exchange Act is recorded, processed, summarized and reported within the requisite time periods.

(b) Changes in Internal Control Over Financial Reporting.

There have been no changes in the internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) of the Company and Lamar Media identified in connection with the evaluation of the Company’s and Lamar Media’s internal control performed during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s and Lamar Media’s internal control over financial reporting.
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PART II — OTHER INFORMATION

ITEM 1A. RISK FACTORS

Our operations and financial results are subject to various risks and uncertainties, including those described in Part I, Item 1A, “Risk Factors” in our combined Annual Report on Form 10-K for the year ended December 31, 2024, which could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our Class A common stock. There have been no material changes to our risk factors since our combined Annual Report on Form 10-K for the year ended December 31, 2024.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table sets forth the Company's repurchase of its securities during the three months ended June 30, 2025:

Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plan or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
April 1 through April 30, 2025 1,223,562  $ 107.52  1,223,562  $ 100,000,000 
May 1 through May 31, 2025 —  $ —  —  $ 250,000,000 
June 1 through June 30, 2025 —  $ —  —  $ 250,000,000 
Total 1,223,562  $ 107.52  1,223,562  $ 250,000,000 

(1)      Prior to May 15, 2025, the Company's Board of Directors had authorized the repurchase of up to $250.0 million of the Company’s Class A common stock. On September 24, 2024, the Board of Directors authorized the extension of the repurchase program through March 31, 2026. On May 15, 2025, the Company's Board of Directors approved the increase of the amount authorized under the Stock Repurchase Program by $150.0 million, bringing the total amount authorized under the Program to $400.0 million.

ITEM 5. OTHER INFORMATION

None

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ITEM 6. EXHIBITS
•

Exhibit
Number Description

3.1 Amended and Restated Certificate of Incorporation of Lamar Advertising Company (the “Company”), as filed with the Secretary of the 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.

3.2 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.

3.3 Amended and Restated Certificate of Incorporation of Lamar Media Corp. (“Lamar Media”)  Previously filed as Exhibit 3.2 to the Company’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.

3.4 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.

3.5 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.

31.1 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.

31.2 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.

32.1 Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.

101 The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income and Comprehensive Income, (iii) Condensed Consolidated Statements of Stockholders' Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to the Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

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

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

LAMAR ADVERTISING COMPANY

DATED: August 8, 2025
BY: /s/ Jay L. Johnson

Executive Vice President, Chief Financial Officer and Treasurer

LAMAR MEDIA CORP.

DATED: August 8, 2025
BY: /s/ Jay L. Johnson

Executive Vice President, Chief Financial Officer and Treasurer

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