FULLTEXT DEL 1 AV 2
10-Q – 2025-11-06 – lamr-20250930.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM 10-Q
__________________________________
x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2025
or
¨
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from______to______
Commission File Number 1-36756
__________________________________
Lamar Advertising Company
__________________________________
Commission File Number 1-12407
__________________________________
Lamar Media Corp.
(Exact names of registrants as specified in their charters)
________________________________
Delaware 47-0961620
Delaware 72-1205791
(State or other jurisdiction of incorporation or organization) (I.R.S Employer Identification No.)
5321 Corporate Blvd. , Baton Rouge , LA
70808
(Address of principal executive offices) (Zip Code)
Registrants’ telephone number, including area code: ( 225 ) 926-1000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A common stock, $0.001 par value LAMR The NASDAQ Stock Market, LLC
Indicate by check mark whether each registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether each registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨
Indicate by check mark whether Lamar Advertising Company is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if Lamar Advertising Company has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether Lamar Media Corp. is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if Lamar Media Corp. has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether Lamar Advertising Company is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ¨☐ No ☒
Indicate by check mark whether Lamar Media Corp. is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ¨☐ No ☒
The number of shares of Lamar Advertising Company’s Class A common stock outstanding as of November 1, 2025: 86,863,497
The number of shares of the Lamar Advertising Company’s Class B common stock outstanding as of November 1, 2025: 14,420,085
The number of shares of Lamar Media Corp. common stock outstanding as of November 1, 2025: 100
This combined Form 10-Q is separately filed by (i) Lamar Advertising Company and (ii) Lamar Media Corp. (which is a wholly owned subsidiary of Lamar Advertising Company). Lamar Media Corp. meets the conditions set forth in general instruction H(1) (a) and (b) of Form 10-Q and is, therefore, filing this form with the reduced disclosure format permitted by such instruction.
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NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information included in this report is forward-looking in nature within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. This report uses terminology such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” “may,” “will,” “should,” “estimates,” “predicts,” “potential,” “continue” and similar expressions to identify forward-looking statements. Examples of forward-looking statements in this report include statements about:
• our future financial performance and condition;
• our business plans, objectives, prospects, growth and operating strategies;
• our future capital expenditures and level of acquisition activity;
• our ability to integrate acquired assets and realize operating efficiency from acquisitions;
• market opportunities and competitive positions;
• our future cash flows and expected cash requirements;
• estimated risks;
• our ability to maintain compliance with applicable covenants and restrictions included in Lamar Media’s senior credit facility, Accounts Receivable Securitization Program and the indentures relating to its outstanding notes;
• stock price;
• estimated future dividend distributions; and
• our ability to remain qualified as a Real Estate Investment Trust (“REIT”).
Forward-looking statements are subject to known and unknown risks, uncertainties and other important factors, including but not limited to the following, any of which may cause the actual results, performance or achievements of Lamar Advertising Company (referred to herein as the “Company” or “Lamar Advertising”) or Lamar Media Corp. (referred to herein as “Lamar Media”) to differ materially from those expressed or implied by the forward-looking statements:
• the state of the economy and financial markets generally and their effects on the markets in which we operate and the broader demand for advertising including economic changes that may result from new or increased tariffs, trade restrictions or geopolitical tensions;
• the levels of expenditures on advertising in general and outdoor advertising in particular;
• risks and uncertainties relating to our significant indebtedness;
• the demand for outdoor advertising and its continued popularity as an advertising medium;
• our need for, and ability to obtain, additional funding for acquisitions, operations and debt refinancing;
• increased competition within the outdoor advertising industry;
• the regulation of the outdoor advertising industry by federal, state and local governments;
• our ability to renew expiring contracts at favorable rates;
• the integration of businesses and assets that we acquire and our ability to recognize cost savings and operating efficiencies as a result of these acquisitions;
• our ability to successfully implement our digital deployment strategy;
• the market for our Class A common stock;
• changes in accounting principles, policies or guidelines;
• our ability to effectively mitigate the threat of and damages caused by hurricanes and other kinds of severe weather;
• our ability to maintain our status as a REIT; and
• changes in tax laws applicable to REITs or in the interpretation of those laws.
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The forward-looking statements in this report are based on our current good faith beliefs; however, actual results may differ due to inaccurate assumptions, the factors listed above or other foreseeable or unforeseeable factors. Consequently, we cannot guarantee that any of the forward-looking statements will prove to be accurate. The forward-looking statements in this report speak only as of the date of this report, and Lamar Advertising Company and Lamar Media Corp. expressly disclaim any obligation or undertaking to update or revise any forward-looking statement contained in this report, except as required by law.
For a further description of these and other risks and uncertainties, the Company encourages you to read carefully Item 1A to the combined Annual Report on Form 10-K for the year ended December 31, 2024 of the Company and Lamar Media (the “2024 Combined Form 10-K”), filed on February 20, 2025, and as such risk factors may be further updated or supplemented, from time to time, in our future combined Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
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Table of Contents
TABLE OF CONTENTS
Page
PART I — FINANCIAL INFORMATION
5
ITEM 1. FINANCIAL STATEMENTS
5
Lamar Advertising Company
Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024
5
Condensed Consolidated Statements of Income and Comprehensive Income for the three and nine months ended September 30, 2025 and 2024
6
Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2025 and 2024
7
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024
9
Notes to Condensed Consolidated Financial Statements
10
Lamar Media Corp.
Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024
27
Condensed Consolidated Statements of Income and Comprehensive Income for the three and nine months ended September 30, 2025 and 2024
28
Condensed Consolidated Statements of Stockholder's Equity for the three and nine months ended September 30, 2025 and 2024
29
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024
31
Notes to Condensed Consolidated Financial Statements
32
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
36
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
57
ITEM 4. Controls and Procedures
57
PART II — OTHER INFORMATION
58
ITEM 1A. Risk Factors
58
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
58
ITEM 5. Other Information
58
ITEM 6. Exhibits
59
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Table of Contents
PART I — FINANCIAL INFORMATION
ITEM 1. — FINANCIAL STATEMENTS
LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands, except share and per share data)
September 30,
2025
December 31,
2024
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 22,016 $ 49,461
Receivables, net of allowance for doubtful accounts of $ 12,895 and $ 12,404 in 2025 and 2024, respectively
340,757 334,798
Other current assets 44,814 41,009
Total current assets 407,587 425,268
Property, plant and equipment 4,710,907 4,574,894
Less accumulated depreciation and amortization ( 3,058,550 ) ( 2,974,085 )
Net property, plant and equipment 1,652,357 1,600,809
Operating lease right of use assets 1,476,580 1,355,231
Financing lease right of use assets 6,191 8,331
Goodwill 2,111,201 2,035,082
Intangible assets, net 1,111,465 1,062,601
Other assets 57,921 99,227
Total assets $ 6,823,302 $ 6,586,549
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable $ 26,228 $ 21,586
Current maturities of long-term debt, net of deferred financing costs of $ 449 and $ 611 in 2025 and 2024, respectively
179,984 249,806
Current operating lease liabilities 202,212 218,108
Current financing lease liabilities 1,331 1,331
Accrued expenses 123,381 133,943
Deferred income 161,965 153,700
Total current liabilities 695,101 778,474
Long-term debt, net of deferred financing costs of $ 29,699 and $ 22,826 in 2025 and 2024, respectively
3,168,713 2,961,058
Operating lease liabilities 1,222,588 1,114,407
Financing lease liabilities 12,285 13,283
Deferred income tax liabilities 165 8,006
Asset retirement obligation 623,399 614,713
Other liabilities 55,311 48,588
Total liabilities 5,777,562 5,538,529
Stockholders’ equity:
Series AA preferred stock, par value $ 0.001 , $ 63.80 cumulative dividends, 5,720 shares authorized; 5,720 shares issued and outstanding at 2025 and 2024
— —
Class A common stock, par value $ 0.001 , 362,500,000 shares authorized; 89,202,189 and 88,867,481 shares issued at 2025 and 2024, respectively; 86,863,497 and 87,976,923 outstanding at 2025 and 2024, respectively
89 89
Class B common stock, par value $ 0.001 , 37,500,000 shares authorized, 14,420,085 shares issued and outstanding at 2025 and 2024
14 14
Additional paid-in capital 2,341,504 2,159,292
Accumulated comprehensive loss
( 2,885 ) ( 2,954 )
Accumulated deficit
( 1,075,459 ) ( 1,036,582 )
Cost of shares held in treasury, 2,338,692 and 890,558 shares at 2025 and 2024, respectively
( 230,609 ) ( 72,688 )
Non-controlling interest 13,086 849
Stockholders’ equity 1,045,740 1,048,020
Total liabilities and stockholders’ equity $ 6,823,302 $ 6,586,549
See accompanying notes to condensed consolidated financial statements.
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LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Condensed Consolidated Statements of Income and Comprehensive Income
(Unaudited)
(In thousands, except share and per share data)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025 2024 2025 2024
Statements of Income
Net revenues $ 585,541 $ 564,135 $ 1,670,282 $ 1,627,536
Operating expenses (income)
Direct advertising expenses (exclusive of depreciation and amortization) 187,716 182,585 554,489 541,495
General and administrative expenses (exclusive of depreciation and amortization) 93,000 91,006 277,307 268,508
Corporate expenses (exclusive of depreciation and amortization) 31,620 31,350 94,397 100,105
Depreciation and amortization 86,276 75,112 242,207 227,531
Gain on disposition of assets and investments
( 2,155 ) ( 2,474 ) ( 76,116 ) ( 5,486 )
396,457 377,579 1,092,284 1,132,153
Operating income 189,084 186,556 577,998 495,383
Other (income) expense
Loss on extinguishment of debt
2,012 270 2,012 270
Interest income ( 758 ) ( 662 ) ( 1,847 ) ( 1,701 )
Interest expense 41,189 42,937 120,221 131,761
Equity in earnings of investee — ( 2,642 ) ( 206 ) ( 2,087 )
42,443 39,903 120,180 128,243
Income before income tax expense (benefit)
146,641 146,653 457,818 367,140
Income tax expense (benefit)
2,566 ( 1,169 ) 19,498 3,225
Net income
144,075 147,822 438,320 363,915
Net income attributable to non-controlling interest
2,322 346 3,457 849
Net income attributable to controlling interest
141,753 147,476 434,863 363,066
Cash dividends declared and paid on preferred stock 91 91 273 273
Net income applicable to common stock
$ 141,662 $ 147,385 $ 434,590 $ 362,793
Earnings per share:
Basic earnings per share
$ 1.40 $ 1.44 $ 4.28 $ 3.55
Diluted earnings per share
$ 1.40 $ 1.44 $ 4.27 $ 3.54
Cash dividends declared per share of common stock $ 1.55 $ 1.40 $ 4.65 $ 4.00
Weighted average common shares used in computing earnings per share:
Weighted average common shares outstanding - Basic 101,234,505 102,307,059 101,643,527 102,223,918
Weighted average common shares outstanding - Diluted 101,309,203 102,617,515 101,720,659 102,547,490
Statements of Comprehensive Income
Net income
$ 144,075 $ 147,822 $ 438,320 $ 363,915
Other comprehensive (loss) income, net of tax
Foreign currency translation adjustments ( 672 ) 37 24 ( 786 )
Comprehensive income
143,403 147,859 438,344 363,129
Net income attributable to non-controlling interest
2,322 346 3,457 849
Comprehensive income attributable to controlling interest
$ 141,081 $ 147,513 $ 434,887 $ 362,280
See accompanying notes to condensed consolidated financial statements.
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LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
(In thousands, except share and per share data)
Series AA
PREF
Stock Class A
CMN
Stock Class B
CMN
Stock Treasury
Stock Add’l
Paid in
Capital Accumulated Comprehensive
Loss
Accumulated
Deficit
Non-controlling interest Total
Balance, December 31, 2024
$ — $ 89 $ 14 $ ( 72,688 ) $ 2,159,292 $ ( 2,954 ) $ ( 1,036,582 ) $ 849 $ 1,048,020
Non-cash compensation — — — — 3,993 — — — 3,993
Issuance of 168,450 shares of common stock through stock awards
— — — — 22,235 — — — 22,235
Exercise of 6,950 shares of stock options
— — — — 411 — — — 411
Issuance of 42,204 shares of common stock through employee purchase plan
— — — — 4,082 — — — 4,082
Purchase of 224,572 shares of treasury stock
— — — ( 26,368 ) — — — — ( 26,368 )
Foreign currency translation — — — — — ( 321 ) — — ( 321 )
Net income
— — — — — — 138,755 474 139,229
Reallocation of capital — — — — ( 826 ) — — 826 —
Dividends ($ 1.55 per common share) and other distributions
— — — — — — ( 159,067 ) ( 553 ) ( 159,620 )
Dividends ($ 15.95 per preferred share)
— — — — — — ( 91 ) — ( 91 )
Balance, March 31, 2025
$ — $ 89 $ 14 $ ( 99,056 ) $ 2,189,187 $ ( 3,275 ) $ ( 1,056,985 ) $ 1,596 $ 1,031,570
Non-cash compensation — — — — 3,622 — — — 3,622
Issuance of 6,463 shares of common stock through stock awards
— — — — 667 — — — 667
Exercise of 17,150 shares of stock options
— — — — 1,200 — — — 1,200
Issuance of 28,598 shares of common stock through employee purchase plan
— — — — 2,942 — — — 2,942
Purchase of 1,223,562 shares of treasury stock
— — — ( 131,553 ) — — — — ( 131,553 )
Foreign currency translation — — — — — 1,017 — — 1,017
Net income
— — — — — — 154,355 661 155,016
Dividends ($ 1.55 per common share) and other distributions
— — — — — — ( 157,065 ) ( 442 ) ( 157,507 )
Dividends ($ 15.95 per preferred share)
— — — — — — ( 91 ) — ( 91 )
Balance, June 30, 2025
$ — $ 89 $ 14 $ ( 230,609 ) $ 2,197,618 $ ( 2,258 ) $ ( 1,059,786 ) $ 1,815 $ 906,883
Non-cash compensation — — — — 3,869 — — — 3,869
Exercise of 14,550 shares of stock options
— — — — 1,384 — — — 1,384
Issuance of 28,343 shares of common stock through employee purchase plan
— — — — 2,949 — — — 2,949
Issuance of 22,000 shares of common stock through redemption of Common Units of Lamar Advertising Limited Partnership
— — — — 164 — — ( 164 ) —
Foreign currency translation — — — — — ( 663 ) — ( 9 ) ( 672 )
Net income
— — — — — — 141,753 2,322 144,075
Verde Outdoor acquisition — — — — 135,520 36 — 12,086 147,642
Dividends ($ 1.55 per common share) and other distributions
— — — — — — ( 157,335 ) ( 2,964 ) ( 160,299 )
Dividends ($ 15.95 per preferred share)
— — — — — — ( 91 ) — ( 91 )
Balance, September 30, 2025
$ — $ 89 $ 14 $ ( 230,609 ) $ 2,341,504 $ ( 2,885 ) $ ( 1,075,459 ) $ 13,086 $ 1,045,740
See accompanying notes to condensed consolidated financial statements.
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LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
(In thousands, except share and per share data)
Series AA
PREF
Stock Class A
CMN
Stock Class B
CMN
Stock Treasury
Stock Add’l
Paid in
Capital Accumulated
Comprehensive
Loss
Accumulated
Deficit
Non-controlling interest Total
Balance, December 31, 2023
$ — $ 88 $ 14 $ ( 67,347 ) $ 2,103,282 $ ( 428 ) $ ( 819,235 ) $ 414 $ 1,216,788
Non-cash compensation — — — — 2,745 — — — 2,745
Issuance of 137,350 shares of common stock through stock awards
— 1 — — 17,868 — — — 17,869
Exercise of 47,000 shares of stock options
— — — — 3,415 — — — 3,415
Issuance of 40,322 shares of common stock through employee purchase plan
— — — — 3,652 — — — 3,652
Purchase of 49,623 shares of treasury stock
— — — ( 5,341 ) — — — — ( 5,341 )
Foreign currency translation — — — — — ( 392 ) — — ( 392 )
Net income
— — — — — — 78,224 275 78,499
Reallocation of capital — — — — ( 1,018 ) — — 1,018 —
Dividends ($ 1.30 per common share) and other distributions
— — — — — — ( 133,028 ) ( 479 ) ( 133,507 )
Dividends ($ 15.95 per preferred share)
— — — — — — ( 91 ) — ( 91 )
Balance, March 31, 2024
$ — $ 89 $ 14 $ ( 72,688 ) $ 2,129,944 $ ( 820 ) $ ( 874,130 ) $ 1,228 $ 1,183,637
Non-cash compensation — — — — 5,821 — — — 5,821
Issuance of 5,652 shares of common stock through stock awards
— — — — 774 — — — 774
Exercise of 18,475 shares of stock options
— — — — 1,690 — — — 1,690
Issuance of 30,337 shares of common stock through employee purchase plan
— — — — 2,748 — — — 2,748
Foreign currency translation — — — — — ( 431 ) — — ( 431 )
Net income
— — — — — — 137,366 228 137,594
Dividends ($ 1.30 per common share) and other distributions
— — — — — — ( 133,116 ) ( 217 ) ( 133,333 )
Dividends ($ 15.95 per preferred share)
— — — — — — ( 91 ) — ( 91 )
Balance, June 30, 2024
$ — $ 89 $ 14 $ ( 72,688 ) $ 2,140,977 $ ( 1,251 ) $ ( 869,971 ) $ 1,239 $ 1,198,409
Non-cash compensation — — — — 5,520 — — — 5,520
Exercise of 34,850 shares of stock options
— — — — 2,891 — — — 2,891
Issuance of 27,799 shares of common stock through employee purchase plan
— — — — 2,788 — — — 2,788
Foreign currency translation — — — — — 37 — — 37
Net income
— — — — — — 147,476 346 147,822
Dividends ($ 1.40 per common share) and other distributions
— — — — — — ( 143,491 ) ( 940 ) ( 144,431 )
Dividends ($ 15.95 per preferred share)
— — — — — — ( 91 ) — ( 91 )
Balance, September 30, 2024
$ — $ 89 $ 14 $ ( 72,688 ) $ 2,152,176 $ ( 1,214 ) $ ( 866,077 ) $ 645 $ 1,212,945
See accompanying notes to condensed consolidated financial statements.
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LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
Nine Months Ended
September 30,
2025 2024
Cash flows from operating activities:
Net income
$ 438,320 $ 363,915
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization 242,207 227,531
Stock-based compensation 25,305 37,713
Amortization included in interest expense 4,593 4,830
Gain on disposition of assets and investments
( 76,116 ) ( 5,486 )
Loss on extinguishment of debt
2,012 270
Equity in earnings of investee ( 206 ) ( 2,087 )
Deferred tax benefit
( 8,476 ) ( 3,357 )
Provision for doubtful accounts 6,855 4,892
Changes in operating assets and liabilities
(Increase) decrease in:
Receivables ( 12,622 ) ( 54,933 )
Prepaid expenses 263 ( 1,627 )
Other assets ( 5,271 ) ( 2,799 )
Increase (decrease) in:
Trade accounts payable 17 2,741
Accrued expenses ( 4,185 ) 1,965
Operating lease liabilities ( 21,628 ) ( 23,059 )
Other liabilities 1,821 43,788
Net cash provided by operating activities
592,889 594,297
Cash flows from investing activities:
Acquisitions ( 133,894 ) ( 31,083 )
Capital expenditures ( 117,938 ) ( 82,270 )
Proceeds from disposition of assets and investments 123,704 5,242
Decrease in notes receivable
69 65
Net cash used in investing activities
( 128,059 ) ( 108,046 )
Cash flows from financing activities:
Cash used for purchase of treasury stock ( 157,921 ) ( 5,342 )
Net proceeds from issuance of common stock 12,968 17,183
Principal payments on long-term debt ( 313 ) ( 298 )
Principal payments on financing leases ( 998 ) ( 998 )
Payments on revolving credit facility ( 726,000 ) ( 398,000 )
Proceeds received from revolving credit facility 442,000 648,000
Proceeds received from note offering 400,000 —
Proceeds from senior credit facility term loans 698,250 —
Payments on accounts receivable securitization program ( 99,400 ) ( 86,400 )
Proceeds received from accounts receivable securitization program 29,400 86,200
Payments on senior credit facility term loans ( 600,000 ) ( 350,000 )
Debt issuance costs ( 12,709 ) ( 23 )
Distributions to non-controlling interest ( 3,959 ) ( 1,636 )
Dividends/distributions ( 473,740 ) ( 409,908 )
Net cash used in financing activities
( 492,422 ) ( 501,222 )
Effect of exchange rate changes in cash and cash equivalents 147 ( 124 )
Net decrease in cash and cash equivalents
( 27,445 ) ( 15,095 )
Cash and cash equivalents at beginning of period 49,461 44,605
Cash and cash equivalents at end of period $ 22,016 $ 29,510
Supplemental disclosures of cash flow information:
Cash paid for interest $ 114,923 $ 127,250
Cash paid for foreign, state and federal income taxes $ 21,864 $ 7,075
See accompanying notes to condensed consolidated financial statements.
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LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share data)
(1) Significant Accounting Policies
The information included in the foregoing interim condensed consolidated financial statements is unaudited. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position and results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire year. These interim condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and the notes thereto included in the 2024 Combined Form 10-K. Subsequent events, if any, are evaluated through the date on which the financial statements are issued.
The Company's direct wholly owned subsidiary Lamar Media Corp. ("Lamar Media") is party to the Amended and Restated Limited Partnership Agreement of Lamar Advertising Limited Partnership ('Lamar LP") as the initial limited partner, along with its wholly owned subsidiary, Lamar Advertising General Partner, LLC, as the general partner of Lamar LP (the "General Partner") and certain other limited partners. Lamar Media formed Lamar LP and contributed all of its assets to Lamar LP in connection with the Company's reorganization as a specific type of REIT known as an Umbrella Partnership Real Estate Investment Trust ("UPREIT") in July 2022.
For each share of common stock the Company issues, Lamar LP issues a corresponding Common Unit to Lamar Media in exchange for the contributions of the proceeds from the stock issuance. At September 30, 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.
(2) Revenues
Advertising revenues: The majority of our revenues are derived from contracts for advertising space on billboard, logo and transit displays. Contracts that do not meet the criteria of a lease under ASC 842, Leases , are accounted for under ASC 606, R evenue from Contracts with Customers . The majority of our advertising space contracts do not meet the definition of a lease under ASC 842 and are therefore accounted for under ASC 606. The contract revenues are recognized ratably over their contract life. Costs to fulfill a contract, which include our costs to install advertising copy onto billboards, are capitalized and amortized to direct advertising expenses (exclusive of depreciation and amortization) in the Condensed Consolidated Statements of Income and Comprehensive Income.
Other revenues: Our other component of revenue primarily consists of production services which includes creating and printing the advertising copy. Revenue for production contracts is recognized under ASC 606. Contract revenues for production services are recognized upon satisfaction of the contract which is typically less than one week.
Arrangements with multiple performance obligations: Our contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenue to each performance obligation based on the relative standalone selling price. We determine standalone selling prices based on the prices charged to customers using expected cost plus margin.
Deferred revenues: We record deferred revenues when cash payments are received or due in advance of our performance obligation. The term between invoicing and when a payment is due is not significant. For certain services we require payment before the product or services are delivered to the customer. The balance of deferred income is considered short-term and will be recognized in revenue within twelve months.
Practical expedients and exemptions: The Company is utilizing the following practical expedients and exemptions from ASC 606. We generally expense sales commissions when incurred because the amortization period is one year or less. These costs are recorded within direct advertising expenses (exclusive of depreciation and amortization). We do not disclose the value of unsatisfied performance obligations as the majority of our contracts with customers have an original expected length of less than one year. For contracts with customers which exceed one year, the future amount to be invoiced to the customer corresponds directly with the value to be received by the customer.
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LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share data)
The following table presents our disaggregated revenue by source for the three and nine months ended September 30, 2025 and 2024.
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025 2024 2025 2024
Billboard advertising $ 524,769 $ 502,587 $ 1,481,983 $ 1,444,116
Logo advertising 22,195 20,698 67,084 62,957
Transit advertising 38,577 40,850 121,215 120,463
Net revenues $ 585,541 $ 564,135 $ 1,670,282 $ 1,627,536
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LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share data)
(3) Leases
During the three months ended September 30, 2025 and 2024, we had operating lease costs of $ 83,463 and $ 79,798 , respectively, and variable lease costs of $ 17,490 and $ 16,783 , respectively. During the nine months ended September 30, 2025 and 2024, we had operating lease costs of $ 248,406 and $ 238,569 , respectively, and variable lease costs of $ 48,700 and $ 47,092 , respectively. These operating lease costs are recorded in direct advertising expenses (exclusive of depreciation and amortization). For the three months ended September 30, 2025 and 2024, we recorded a gain of $ 200 and $ 61 , respectively, in gain on disposition of assets related to the amendment and termination of lease agreements. For the nine months ended September 30, 2025 and 2024, we recorded a gain of $ 241 and $ 330 , respectively, in gain on disposition of assets related to the amendment and termination of lease agreements. Cash payments of $ 269,147 and $ 264,093 were made reducing our operating lease liabilities for the nine months ended September 30, 2025 and 2024, respectively, and are included in cash flows provided by operating activities in the Condensed Consolidated Statements of Cash Flows.
We elected the short-term lease exemption which applies to certain of our vehicle agreements. This election allows the Company to not recognize lease right of use assets ("ROU assets") or lease liabilities for agreements with a term of twelve months or less. We recorded $ 2,625 and $ 2,638 in direct advertising expenses (exclusive of depreciation and amortization) for these agreements during the three months ended September 30, 2025 and 2024, respectively. We recorded $ 7,784 and $ 7,812 in direct advertising expenses (exclusive of depreciation and amortization) for these agreements during the nine months ended September 30, 2025 and 2024, respectively.
Our operating leases have a weighted-average remaining lease term of 13.0 years. The weighted-average discount rate of our operating leases is 5.2 %. Also, during the nine months ended September 30, 2025 and 2024, we obtained $ 64,636 and $ 9,912 , respectively, of leased assets in exchange for new operating lease liabilities, which includes liabilities obtained through acquisitions.
The following is a summary of the maturities of our operating lease liabilities as of September 30, 2025:
2025 $ 48,620
2026 248,366
2027 211,331
2028 181,732
2029 160,262
Thereafter 1,182,932
Total undiscounted operating lease payments 2,033,243
Less: Imputed interest ( 608,443 )
Total operating lease liabilities $ 1,424,800
During the three months ended September 30, 2025 and 2024, $ 713 of amortization expense for each period and $ 104 and $ 115 , respectively, of interest expense relating to our financing lease liabilities were recorded in depreciation and amortization and interest expense, respectively, in the Condensed Consolidated Statements of Income and Comprehensive Income. During the nine months ended September 30, 2025 and 2024, $ 2,140 of amortization expense for both periods, and $ 321 and $ 351 , respectively, of interest expense relating to our financing lease liabilities were recorded in depreciation and amortization and interest expense, respectively, in the Condensed Consolidated Statements of Income and Comprehensive Income. Cash payments of $ 998 were made reducing our financing lease liabilities for each of the nine months ended September 30, 2025 and 2024, and are included in cash flows used in financing activities in the Condensed Consolidated Statements of Cash Flows. Our financing leases have a weighted-average remaining lease term of 2.2 years and a weighted-average discount rate of 3.1 %.
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LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share data)
Due to our election not to reassess conclusions about lease identification as part of the adoption of ASC 842, Leases , our transit agreements were accounted for as leases on January 1, 2019. As we enter into new or renew current transit agreements, those agreements do not meet the criteria of a lease under ASC 842, therefore, they are no longer accounted for as a lease. For the three months ended September 30, 2025 and 2024, non-lease variable transit costs were $ 22,360 and $ 23,559 , respectively. For the nine months ended September 30, 2025 and 2024, non-lease variable transit costs were $ 70,990 and $ 70,551 , respectively.
(4) Acquisitions
During the nine months ended September 30, 2025, the Company completed over 30 acquisitions of outdoor advertising assets for a total cash purchase price of $ 133,894 . Each of these acquisitions was accounted for under the acquisition method of accounting, and, accordingly, the accompanying condensed consolidated financial statements include the results of operations of each acquired entity from the date of acquisition. The acquisition purchase price has been allocated to assets and liabilities assumed based on preliminary fair market value estimates at the dates of acquisition.
The following is a summary of the allocation of the purchase price in the above transactions.
Total
Property, plant and equipment $ 23,961
Site locations 94,115
Non-competition agreements 695
Customer lists and contracts 12,812
Asset acquisition costs 583
Current assets 42
Noncurrent assets 36
Current liabilities ( 5,523 )
Operating lease right of use assets 30,345
Operating lease liabilities ( 23,172 )
$ 133,894
Verde Outdoor Acquisition. On July 2, 2025, Lamar Advertising Limited Partnership ("Lamar LP"), the subsidiary operating partnership of the Company and Lamar Media, acquired Verde Outdoor at a value of $ 147,642 through the issuance of 1,187,500 Common Units of Lamar LP. The acquisition value is based on the Company's common stock price on July 2, 2025. Pursuant to the terms of the Limited Partnership Agreement of Lamar LP, the Common Units are redeemable by the holder after a holding period, which is generally twelve months, for a cash amount per Common Unit equal to the market value of an equivalent number of shares of common stock of the Company. At the Company’s option, in lieu of cash, the redemption obligation may be satisfied by issuing shares of Class A common stock of the Company in exchange for Common Units tendered for redemption. The acquisition of Verde Outdoor includes more than 1,500 billboard faces across ten states.
As of September 30, 2025, our fair value allocation of the assets acquired and liabilities assumed in the business combination of Verde Outdoor is considered preliminary and is subject to revision, which may result in adjustments to this allocation. The aggregate purchase price was $ 147,642 . We expect to finalize the allocation no later than December 31, 2025. In order to develop our preliminary fair values, the Company utilized asset information received from the acquired company and fair value allocation benchmarks from similar completed transactions.
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LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share data)
The following is a summary of the preliminary allocation of the purchase price of the Verde Outdoor transaction.
Total
Property, plant and equipment $ 24,156
Goodwill 76,046
Site locations 32,250
Non-competition agreements 850
Customer lists and contracts 14,340
Operating lease right of use assets 14,757
Operating lease liabilities ( 14,757 )
$ 147,642
Total acquired intangible assets for the nine months ended September 30, 2025 were $ 231,691 , of which $ 76,046 was assigned to goodwill. Goodwill is not amortized for financial statement purposes and no goodwill related to 2025 acquisitions is expected to be deductible for tax purposes. The acquired intangible assets have a weighted average useful life of approximately 6.6 years. The intangible assets include customer lists and contracts of $ 27,152 ( 7 year weighted average useful life) and site locations of $ 126,365 ( 15 year weighted average useful life). The aggregate amortization expense related to the 2025 acquisitions for the nine months ended September 30, 2025 was $ 4,273 .
(5) Stock-Based Compensation
Equity Incentive Plan. Lamar 1996 Equity Incentive Plan, as amended, (the “1996 Plan”) has reserved 17.5 million shares of Class A common stock for issuance to directors and employees, including shares underlying granted options and common stock reserved for issuance under its performance-based incentive and LTIP unit program. Options granted under the 1996 plan expire ten years from the grant date with vesting terms ranging from three to five years which primarily include 1) options that vest in one-fifth increments beginning on the grant date and continuing on each of the first four anniversaries of the grant date and 2) options that cliff-vest on the fifth anniversary of the grant date. All grants are made at fair market value based on the closing price of our Class A common stock as reported on the Nasdaq Global Select Market on the date of grant.
We use a Black-Scholes-Merton option pricing model to estimate the fair value of share-based awards. The Black-Scholes-Merton option pricing model incorporates various and highly subjective assumptions, including expected term and expected volatility. The Company had 59,000 granted options of its Class A common stock during the nine months ended September 30, 2025. At September 30, 2025 a total of 1,171,304 shares were available for future grant.
Stock Purchase Plan. On May 30, 2019, our shareholders approved Lamar Advertising’s 2019 Employee Stock Purchase Plan (the “2019 ESPP”). The number of shares of Class A common stock available for issuance under the 2019 ESPP was automatically increased by 87,976 shares on January 1, 2025 pursuant to the automatic increase provisions of the 2019 ESPP.
The following is a summary of 2019 ESPP share activity for the nine months ended September 30, 2025:
Shares
Available for future purchases, January 1, 2025
204,528
Additional shares reserved under 2019 ESPP 87,976
Purchases ( 99,145 )
Available for future purchases, September 30, 2025
193,359
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LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share data)
Stock compensation. Unrestricted shares of our Class A common stock may be awarded to key officers, employees and directors under the Incentive Plan. The number of shares to be issued, if any, is generally dependent on the level of achievement of performance measures for key officers and employees, as determined by the Company’s Compensation Committee based on our 2025 results. Any shares issued based on the achievement of performance goals will be issued in the first quarter of 2026. The shares subject to these awards can range from a minimum of 0 % to a maximum of 120 % of the target number of shares depending on the level at which the goals are attained. Under the Incentive Plan, the Company's Compensation Committee may also award additional shares in its discretion based on other factors, which awards, if any, will also be issued in the first quarter of 2026. For the three months ended September 30, 2025 and 2024, the Company recorded $ 3,611 and $ 6,481 , respectively, as stock-based compensation expense. For the nine months ended September 30, 2025 and 2024, the Company recorded $ 13,184 and $ 21,299 , respectively, as stock-based compensation expense.
LTIP Units . In addition to stock compensation, the Company may issue LTIP Units of Lamar LP, a subsidiary of the Company and Lamar Media, to certain officers, employees and directors under the Incentive Plan of the Company. Such LTIP Units are subject to vesting and forfeiture conditions based on performance criteria approved by the Compensation Committee. The Compensation Committee may also make discretionary grants of LTIP Units based on other factors. LTIP Units are a class of units intended to qualify as “profits interests” of Lamar LP. The LTIP Units convert into Common Units of Lamar LP upon the occurrence of certain events. Common Units are redeemable by the holder for a cash amount per Common Unit equal to the market value of an equivalent number of shares of common stock of the Company. At the Company's option, in lieu of cash, the redemption obligation may be satisfied by issuing shares of the Company's Class A common stock in exchange for Common Units tendered for redemption. During the nine months ended September 30, 2025, 22,000 Common Units (which had originally been issued as LTIP Units) were redeemed for the Company's Class A common stock. As of September 30, 2025, Lamar LP has a total of 358,800 LTIP Units issued and outstanding to the Company’s executive officers, of which 238,800 LTIP units have vested. For the three months ended September 30, 2025 and 2024, the Company recorded $ 2,451 and $ 4,389 , respectively, as stock-based compensation expense related to these LTIP Units. For the nine months ended September 30, 2025 and 2024, the Company recorded $ 7,073 and $ 11,952 , respectively, as stock-based compensation expense related to these LTIP Units.
Restricted stock compensation. Annually, each non-employee director automatically receives a restricted stock award of our Class A common stock upon election or re-election. The awards vest 50 % on the grant date and 50 % on the last day of the directors' one year term. For the three months ended September 30, 2025 and 2024, the Company recorded $ 100 for each period in stock-based compensation expense related to these awards. For the nine months ended September 30, 2025 and 2024, the Company recorded $ 637 and $ 671 , respectively, in stock-based compensation expense related to these awards.
(6) Depreciation and Amortization
The Company includes all categories of depreciation and amortization on a separate line in its Condensed Consolidated Statements of Income and Comprehensive Income. The amounts of depreciation and amortization expense excluded from the following operating expenses in its Condensed Consolidated Statements of Income and Comprehensive Income are as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025 2024 2025 2024
Direct advertising expenses $ 78,526 $ 69,231 $ 222,337 $ 210,478
General and administrative expenses 1,594 1,372 4,173 3,971
Corporate expenses 6,156 4,509 15,697 13,082
$ 86,276 $ 75,112 $ 242,207 $ 227,531
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LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share data)
(7) Goodwill and Other Intangible Assets
The following is a summary of intangible assets at September 30, 2025 and December 31, 2024:
Estimated
Life
(Years) September 30, 2025 December 31, 2024
Gross Carrying
Amount Accumulated
Amortization Gross Carrying
Amount Accumulated
Amortization
Amortizable intangible assets:
Customer lists and contracts 7 — 10
$ 759,312 $ 682,849 $ 732,098 $ 665,095
Non-competition agreements 3 — 15
73,507 67,544 71,960 66,894
Site locations 15 3,109,314 2,090,359 2,982,504 2,002,272
Other 2 — 15
53,344 43,260 52,761 42,461
$ 3,995,477 $ 2,884,012 $ 3,839,323 $ 2,776,722
Unamortizable intangible assets:
Goodwill $ 2,364,737 $ 253,536 $ 2,288,618 $ 253,536
(8) Asset Retirement Obligations
The Company’s asset retirement obligations include the costs associated with the removal of its structures, resurfacing of the land and retirement cost, if applicable, as related to the Company’s outdoor advertising portfolio. The following table reflects information related to our asset retirement obligations:
Balance at December 31, 2024
$ 614,713
Additions to asset retirement obligations 6,605
Accretion expense 8,262
Liabilities settled ( 6,181 )
Balance at September 30, 2025
$ 623,399
(9) Distribution Restrictions
Lamar Media’s ability to make distributions to Lamar Advertising is restricted under both the terms of the indentures relating to Lamar Media’s outstanding notes and by the terms of its senior credit facility. As of September 30, 2025 and December 31, 2024, Lamar Media was permitted under the terms of its outstanding notes to make transfers to Lamar Advertising in the form of cash dividends, loans or advances in amounts up to $ 4,667,504 and $ 4,677,837 , respectively.
As of September 30, 2025, Lamar Media’s senior credit facility allows it to make transfers to Lamar Advertising in any taxable year up to the amount of Lamar Advertising’s taxable income (without any deduction for dividends paid). In addition, as of September 30, 2025, transfers to Lamar Advertising are permitted under Lamar Media’s senior credit facility and as defined therein up to the available cumulative credit, as long as no default has occurred and is continuing and, after giving effect to such distributions, (i) the total debt ratio is less than 7.0 to 1 and (ii) the secured debt ratio does not exceed 4.5 to 1. As of September 30, 2025 and December 31, 2024, the total debt ratio was less than 7.0 to 1 and Lamar Media’s secured debt ratio was less than 4.5 to 1, and the available cumulative credit was $ 3,417,984 and $ 3,428,317 , respectively.
(10) Earnings Per Share
The calculation of basic earnings per share excludes any dilutive effect of stock options, while diluted earnings per share includes the dilutive effect of stock options. No effect is shown for securities that have an anti-dilutive effect.
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LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share data)
(11) Long-Term Debt
Long-term debt consists of the following at September 30, 2025 and December 31, 2024:
September 30, 2025
Debt Deferred
financing costs Debt, net of
deferred
financing costs
Senior Credit Facility $ 698,271 $ 9,549 $ 688,722
Accounts Receivable Securitization Program 180,000 449 179,551
3 3/4% Senior Notes 600,000 2,932 597,068
3 5/8% Senior Notes 550,000 4,831 545,169
4 % Senior Notes
549,655 4,213 545,442
4 7/8% Senior Notes 400,000 2,584 397,416
5 3/8% Senior Notes 400,000 5,590 394,410
Other notes with various rates and terms 919 — 919
3,378,845 30,148 3,348,697
Less current maturities ( 180,433 ) ( 449 ) ( 179,984 )
Long-term debt, excluding current maturities $ 3,198,412 $ 29,699 $ 3,168,713
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
Senior Credit Facility
On February 6, 2020, Lamar Media entered into a Fourth Amended and Restated Credit Agreement (the “Fourth Amended and Restated Credit Agreement”) with certain of Lamar Media’s subsidiaries as guarantors, JPMorgan Chase Bank, N.A. as administrative agent and the lenders party thereto, under which the parties agreed to amend and restate Lamar Media’s existing senior credit facility. The Fourth Amended and Restated Credit Agreement amended and restated the Third Amended and Restated Credit Agreement dated as of May 15, 2017, as amended (the “Third Amended and Restated Credit Agreement”).
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LAMAR ADVERTISING COMPANY
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Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share data)
The senior credit facility, as established by the Fourth Amended and Restated Credit Agreement (as amended by the Amendments, as defined below) (the “senior credit facility”), consists of (i) a $ 750,000 senior secured revolving credit facility which will mature on July 31, 2028, subject to certain conditions (see description of Amendment No. 4 below) (the “revolving credit facility”), (ii) a $ 700,000 senior secured Term B loan facility (the “Term B loans”) which will mature on September 23, 2032, and (iii) an incremental facility (the “Incremental Facility”) pursuant to which Lamar Media may incur additional term loan tranches or additional incremental revolving facilities, or increase its existing revolving credit facility subject to a pro forma secured debt ratio of 4.50 to 1.00, as well as certain other conditions including lender approval.
The revolving credit facility bears interest at rates based on Term SOFR ("Term SOFR revolving loans”) or the Adjusted Base Rate (“Base Rate revolving loans”), at Lamar Media’s option. Term SOFR revolving loans bear interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 1.50 % (or the Adjusted Term SOFR Rate plus 1.25 % at any time the Total Debt Ratio is less than or equal to 3.25 to 1). Base Rate revolving loans bear interest at a rate per annum equal to the Adjusted Base Rate plus 0.50 % (or the Adjusted Base Rate plus 0.25 % at any time the total debt ratio is less than or equal to 3.25 to 1). The guarantees, covenants, events of default and other terms of the senior credit facility apply to the revolving credit facility.
On July 29, 2022, Lamar Media entered into Amendment No. 2 ("Amendment No. 2") to the Fourth Amended and Restated Credit Agreement with certain of Lamar Media's subsidiaries as guarantors, JPMorgan Chase Bank, N.A. as administrative agent and the lenders party thereto. Amendment No. 2 established the Term A loans as a new class of incremental term loans. The Term A loans were set to mature on February 6, 2025 with no required amortization payments prior to maturity. Lamar Media borrowed all $ 350,000 in Term A loans on July 29, 2022 and proceeds from the Term A loans were used to repay outstanding balances on the revolving credit facility and a portion of the outstanding balance on the Accounts Receivable Securitization Program. The Term A loans were subsequently repaid in full on July 31, 2024.
On April 26, 2023, Lamar Media entered into Amendment No. 3 ("Amendment No. 3") to the Fourth Amended and Restated Credit Agreement with certain of Lamar Media's subsidiaries as guarantors, JPMorgan Chase Bank N.A. as administrative agent and the lenders party thereto. Amendment No. 3 replaced the London Interbank Offered Rates as administered by the ICE Benchmark Administration with Term SOFR as the successor rate, as set in the Fourth Amended and Restated Credit Agreement. All other material terms and conditions of the Fourth Amended and Restated Credit Agreement were unchanged by Amendment No. 3.
On July 31, 2023, Lamar Media entered into Amendment No. 4 (the "Amendment No. 4"), to the Fourth Amended and Restated Credit Agreement with certain of Lamar Media's subsidiaries as guarantors, JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto. Amendment No. 4 extended the maturity date of Lamar Media's $ 750,000 revolving credit facility such that the revolving credit facility matures July 31, 2028; provided that, if on the date (a "Springing Maturity Test Date") that is 91 days prior to the February 15, 2028 maturity date of Lamar Media's 3 3/4% Notes, the Company and its restricted subsidiaries do not have sufficient liquidity (defined as unrestricted cash and cash equivalents of the Company and its restricted subsidiaries plus unused commitments under the revolving credit facility) to repay in full the aggregate outstanding amount (including all accrued and unpaid interest, premiums and make-whole amounts (if any)) of the 3 3/4% Notes, the revolving credit facility will mature on the Springing Maturity Test Date. On the maturity date of the revolving credit facility, the entire principal amount of revolving loans outstanding under the revolving credit facility, together with all accrued and unpaid interest on such revolving loans, will be due and payable.
Amendment No. 4 also established a $ 75,000 swingline as a sublimit of the revolving credit facility, which allows Lamar Media to borrow revolving loans on a same-day basis, in an aggregate outstanding principal amount of up to $ 75,000 . In addition, Amendment No. 4 amended the provisions of the Fourth Amended and Restated Credit Agreement related to incremental facilities to allow Lamar Media to establish, from time to time, one or more new incremental revolving facilities on the terms, and subject to the conditions, set forth therein.
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LAMAR ADVERTISING COMPANY
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Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share data)
On September 23, 2025, Lamar Media entered into Amendment No. 5 (the “Amendment No. 5”, and together with the Amendment, the Amendment No. 2, the Amendment No. 3 and the Amendment No. 4, the “Amendments”) to the Fourth Amended and Restated Credit Agreement with certain of Lamar Media’s subsidiaries as guarantors, JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto. Amendment No. 5 established the Term B loans as a new class of incremental term loans. Lamar Media borrowed all $ 700,000 in Term B loans on September 23, 2025. Proceeds from the Term B loans were used to repay $ 600,000 in Term B loans previously outstanding, with the remainder used to repay a portion of the outstanding balance on the revolving credit facility. The Term B loans will mature on September 23, 3032 (or if such day is not a Business Day, the next Business Day) and the entire principal amount of the Term B loans then outstanding, together with all accrued and unpaid interest on the Term B loans, will be due and payable on such date. The Term B loans bear interest at rates based on the Adjusted Term SOFR Rate (“Term Benchmark Term B Loans”) or the Adjusted Base Rate (“Base Rate Term B Loans”) at Lamar Media’s option. For purposes of the Term B Loans, the “Adjusted Term SOFR Rate” is a rate per annum equal to the Term SOFR Rate for the applicable interest period, plus 0.00 %. Term Benchmark Term B Loans bear interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 1.50 % and Base Rate Term B Loans bear interest at a rate per annum equal to the Adjusted Base Rate plus 0.50 %. The covenants, events of default and other terms of the senior credit facility (all of which are unchanged by Amendment No. 5) apply to the Term B loans.
As of September 30, 2025, there were no borrowings outstanding under the revolving credit facility. Availability under the revolving credit facility is reduced by the amount of any letters of credit outstanding. Lamar Media had $ 7,778 in letters of credit outstanding as of September 30, 2025 resulting in $ 742,222 of availability under its revolving credit facility. Revolving credit loans may be requested under the revolving credit facility at any time prior to its maturity.
The terms of Lamar Media’s senior credit facility and the indentures relating to Lamar Media’s outstanding notes restrict, among other things, the ability of Lamar Advertising and Lamar Media to:
• dispose of assets;
• incur or repay debt;
• create liens;
• make investments; and
• pay dividends.
The senior credit facility contains provisions that allow Lamar Media to conduct its affairs in a manner that allows Lamar Advertising to qualify and remain qualified as a REIT, including by allowing Lamar Media to make distributions to Lamar Advertising required for the Company to qualify and remain qualified for taxation as a REIT, subject to certain restrictions.
Lamar Media’s ability to make distributions to Lamar Advertising is also restricted under the terms of these agreements. Under Lamar Media’s senior credit facility, the Company must maintain a specified secured debt ratio as long as a revolving credit commitment, revolving loan or letter of credit remains outstanding, and in addition, must satisfy a total debt ratio in order to incur debt, make distributions or make certain investments.
Lamar Advertising and Lamar Media were in compliance with all of the terms of their indentures and the senior credit facility provisions during the periods presented.
Accounts Receivable Securitization Program
On December 18, 2018, Lamar Media entered into a $ 175,000 Receivable Financing Agreement (the “Receivable Financing Agreement”) with its wholly-owned special purpose entities, Lamar QRS Receivables, LLC and Lamar TRS Receivables, LLC (the “Special Purpose Subsidiaries”) (the "Accounts Receivable Securitization Program"). The Accounts Receivable Securitization Program is limited to the availability of eligible accounts receivable collateralizing the borrowings under the agreements governing the Accounts Receivable Securitization Program.
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LAMAR ADVERTISING COMPANY
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Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share data)
Pursuant to two separate Purchase and Sale Agreements dated December 18, 2018, each of which is among Lamar Media as initial Servicer, certain of Lamar Media’s subsidiaries and a Special Purpose Subsidiary, the subsidiaries sold substantially all of their existing and future accounts receivable balances to the Special Purpose Subsidiaries. The Special Purpose Subsidiaries use the accounts receivable balances to collateralize loans pursuant to the Accounts Receivable Securitization Program. Lamar Media retains the responsibility of servicing the accounts receivable balances pledged as collateral under the Accounts Receivable Securitization Program and provides a performance guaranty.
On June 24, 2022, Lamar Media and the Special Purpose Subsidiaries entered into the Sixth Amendment (the "Sixth Amendment") to the Receivables Financing Agreement. The Sixth Amendment increased the Accounts Receivable Securitization Program from $ 175,000 to $ 250,000 and extended the maturity date of the Accounts Receivable Securitization Program to July 21, 2025. Additionally, the Sixth Amendment provides for the replacement of LIBOR-based interest rate mechanics with Term SOFR based interest rate mechanics for the Accounts Receivable Securitization Program.
As of September 30, 2025, there were $ 180,000 outstanding aggregate borrowings under the Accounts Receivable Securitization Program. Lamar Media had $ 70,000 in additional availability for borrowing under the Accounts Receivable Securitization Program as of September 30, 2025. The commitment fees based on the amount of unused commitments under the Accounts Receivable Securitization Program were immaterial during the nine months ended September 30, 2025.
The Accounts Receivable Securitization Program was set to mature on July 21, 2025, but was subsequently extended to October 15, 2027 by the Seventh Amendment to the Receivables Financing Agreement dated October 15, 2024. Lamar Media may amend the facility to further extend the maturity date, enter into a new securitization facility with a different maturity date, or refinance the indebtedness outstanding under the Accounts Receivable Securitization Program using borrowings under its senior credit facility or from other financing sources.
The Accounts Receivable Securitization Program is accounted for as a collateralized financing activity, rather than a sale of assets, and therefore: (i) accounts receivable balances pledged as collateral are presented as assets and the borrowings are presented as liabilities on our Condensed Consolidated Balance Sheets, (ii) our Condensed Consolidated Statements of Income and Comprehensive Income reflect the associated charges for bad debt expense (a component of general and administrative expenses) related to the pledged accounts receivable and interest expense associated with the collateralized borrowings and (iii) receipts from customers related to the underlying accounts receivable are reflected as operating cash flows and borrowings and repayments under the collateralized loans are reflected as financing cash flows within our Condensed Consolidated Statements of Cash Flows.
4 % Senior Notes
On February 6, 2020, Lamar Media completed an institutional private placement of $ 400,000 aggregate principal amount of 4 % Senior Notes due 2030 (the “Original 4 % Notes”). The institutional private placement on February 6, 2020 resulted in net proceeds to Lamar Media of approximately $ 395,000 .
On August 19, 2020, Lamar Media completed an institutional private placement of an additional $ 150,000 aggregate principal amount of its 4 % Notes (the “Additional 4 % Notes”, and together with the Original 4 % Notes, the " 4 % Notes"). Other than with respect to the date of issuance and issue price, the Additional 4 % Notes have the same terms as the Original 4 % Notes. The institutional private placement on August 19, 2020 resulted in net proceeds to Lamar Media of approximately $ 146,900 .
On or after February 15, 2025, Lamar Media may redeem the 4 % Notes, in whole or in part, in cash at redemption prices specified in the 4 % Notes. In addition, if the Company or Lamar Media undergoes a change of control, Lamar Media may be required to make an offer to purchase each holder’s 4 % Notes at a price equal to 101 % of the principal amount of the 4 % Notes, plus accrued and unpaid interest, up to but not including the repurchase date.
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LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share data)
3 3/4% Senior Notes
On February 6, 2020, Lamar Media completed an institutional private placement of $ 600,000 aggregate principal amount of 3 3/4% Senior Notes due 2028 (the “3 3/4% Notes”). The institutional private placement on February 6, 2020 resulted in net proceeds to Lamar Media of approximately $ 592,500 .
On or after February 15, 2023, Lamar Media may redeem the 3 3/4% Notes, in whole or in part, in cash at redemption prices specified in the 3 3/4% Notes. In addition, if the Company or Lamar Media undergoes a change of control, Lamar Media may be required to make an offer to purchase each holder’s 3 3/4% Notes at a price equal to 101 % of the principal amount of the 3 3/4% Notes, plus accrued and unpaid interest, up to but not including the repurchase date.
4 7/8% Senior Notes
On May 13, 2020, Lamar Media completed an institutional private placement of $ 400,000 aggregate principal amount of 4 7/8% Senior Notes due 2029 (the “4 7/8% Notes”). The institutional private placement on May 13, 2020 resulted in net proceeds to Lamar Media of approximately $ 395,000 .
On or after January 15, 2024, Lamar Media may redeem the 4 7/8% Notes, in whole or in part, in cash at redemption prices specified in the 4 7/8% Notes. In addition, if the Company or Lamar Media undergoes a change of control, Lamar Media may be required to make an offer to purchase each holder’s 4 7/8% Notes at a price equal to 101 % of the principal amount of the 4 7/8% Notes, plus accrued and unpaid interest, up to but not including the repurchase date.
3 5/8% Senior Notes
On January 22, 2021, Lamar Media completed an institutional private placement of $ 550,000 aggregate principal amount of 3 5/8% Senior Notes due 2031 (the “3 5/8% Notes”). The institutional private placement on January 22, 2021 resulted in net proceeds to Lamar Media of approximately $ 542,500 .
At any time prior to January 15, 2026, Lamar Media may redeem some or all of the 3 5/8% Notes at a price equal to 100 % of the aggregate principal amount, plus accrued and unpaid interest thereon and a make-whole premium. On or after January 15, 2026, Lamar Media may redeem the 3 5/8% Notes, in whole or in part, in cash at redemption prices specified in the 3 5/8% Notes. In addition, if the Company or Lamar Media undergoes a change of control, Lamar Media may be required to make an offer to purchase each holder's 3 5/8% Notes at a price equal to 101 % of the principal amount of the 3 5/8% Notes, plus accrued and unpaid interest, up to but not including the repurchase date.
5 3/8% Senior Notes
On September 25, 2025, Lamar Media completed an institutional private placement of $ 400,000 aggregate principal amount of 5 3/8% Senior Notes due 2033 (the “5 3/8% Notes”). The institutional private placement on September 25, 2025 resulted in net proceeds to Lamar Media of approximately $ 393,500 . Lamar Media used the proceeds from this offering, together with borrowings on the Term B Loans, to pay off the balance outstanding on the revolving credit facility as well as pay down a portion of the balance on the Accounts Receivable Securitization Program.
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Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share data)
Lamar Media may redeem up to 40 % of the aggregate principal amount of 5 3/8% Notes, at any time and from time to time, at a price equal to 105.375 % of the aggregate principal amount redeemed, plus accrued and unpaid interest thereon, with the net cash proceeds of certain public equity offerings completed before November 1, 2028, provided that following the redemption, at least 60% of the 5 3/8% Notes that were originally issued remain outstanding and any such redemption occurs within 120 days following the closing of any such public equity offering. At any time prior to November 1, 2028, Lamar Media may redeem some or all of the 5 3/8% Notes at a price equal to 100 % of the aggregate principal amount, plus accrued and unpaid interest thereon and a make-whole premium. On or after November 1, 2028, Lamar Media may redeem the 5 3/8% Notes, in whole or in part, in cash at redemption prices specified in the 5 3/8% Notes. In addition, if the Company or Lamar Media undergoes a change of control and a rating of the 5 3/8% Notes is reduced, Lamar Media may be required to make an offer to purchase each holder's 5 3/8% Notes at a price equal to 101 % of the principal amount of the 5 3/8% Notes, plus accrued and unpaid interest, up to but not including the repurchase date.
Exchange Offers
In October 2020, the Company completed a subsequent exchange offer with respect to each of the 4 % Notes, 3 3/4% Notes, and 4 7/8% Notes, in each case, for substantially identical notes registered under the Securities Act of 1933, as amended. In September 2021, the Company completed a subsequent exchange offer with respect to the 3 5/8% Notes for substantially identical notes registered under the Securities Act of 1933, as amended.
Debt Repurchase Program
The Company’s Board of Directors has authorized Lamar Media to repurchase up to $ 250,000 in outstanding senior or senior subordinated notes and other indebtedness outstanding from time to time under its Fourth Amended and Restated Credit Agreement. On September 24, 2024, the Board of Directors authorized the extension of the repurchase program through March 31, 2026. There were no repurchases under the program as of September 30, 2025.
(12) Fair Value of Financial Instruments
At September 30, 2025 and December 31, 2024, the Company’s financial instruments included cash and cash equivalents, marketable securities, accounts receivable, investments, accounts payable and borrowings. The fair values of cash and cash equivalents, accounts receivable, accounts payable and short-term borrowings and current portion of long-term debt approximated carrying values because of the short-term nature of these instruments. Investment contracts are reported at fair values. The estimated fair value of the Company’s long-term debt (including current maturities) was $ 3,268,176 which does not exceed the carrying amount of $ 3,378,845 as of September 30, 2025. The majority of the fair value is determined using observed prices of publicly traded debt (level 1 in the fair value hierarchy) and the remaining is valued based on quoted prices for similar debt (level 2 in the fair value hierarchy).
(13) Investments
On July 12, 2021, Lamar invested $ 30,000 to acquire a 20 % minority interest in Vistar Media, Inc. ("Vistar"), a leading global provider of programmatic technology for the digital out-of-home sector. On February 3, 2025, T-Mobile USA, Inc. acquired 100 % of Vistar (the "Sale"). In connection with the closing of the Sale, the Company received $ 115,881 in cash consideration for the sale of its 20 % equity interest in Vistar. Up to an additional $ 14,317 of consideration for the Sale may be received by the Company in the future, upon release of the remaining purchase price for the Sale from escrow in connection with satisfaction of certain post-closing conditions. During the nine months ended September 30, 2025, the Company recognized a gain of $ 68,602 related to the transaction. An income tax expense of $ 13,381 was recorded during the nine months ended September 30, 2025 as a result of the Sale, of which $ 21,172 was related to current income tax expense offset by a deferred tax benefit of $ 7,791 .
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LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share data)
(14) 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 as of December 15, 2024. The Company does not anticipate the adoption of this guidance to have a material impact on the Company's consolidated financial statements.
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 Statements of Income and Comprehensive Income. This guidance is effective for public entities for fiscal years beginning after December 31, 2026. The Company is currently reviewing this guidance and its impact on the Company's consolidated financial statements.
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LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share data)
(15) Dividends/Distributions
During the three months ended September 30, 2025 and 2024, the Company declared and paid cash distributions to Class A and Class B common stock shareholders in an aggregate amount of $ 157,335 or $ 1.55 per share and $ 143,491 or $ 1.40 per share, respectively. During the nine months ended September 30, 2025 and 2024, the Company declared and paid cash distributions to Class A and Class B common stock shareholders in an aggregate amount of $ 473,467 or $ 4.65 per share and $ 409,635 or $ 4.00 per share, respectively. The amount, timing and frequency of future distributions will be at the sole discretion of the Board of Directors and will be declared based upon various factors, a number of which may be beyond the Company’s control, including 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 taxable REIT subsidiaries (TRSs), the impact of general economic conditions on the Company’s operations and other factors that the Board of Directors may deem relevant. During the three and nine months ended September 30, 2025 and 2024, the Company paid cash dividend distributions to holders of its Series AA Preferred Stock in an aggregate amount of $ 91 or $ 15.95 per share and $ 273 or $ 47.85 per share, respectively, for each period.
(16) Information About Geographic Areas
Revenues from external customers attributable to foreign countries totaled $ 22,464 and $ 26,455 for the nine months ended September 30, 2025 and 2024, respectively. Net carrying value of long-lived assets located in foreign countries totaled $ 9,900 and $ 13,972 as of September 30, 2025 and December 31, 2024, respectively. All other revenues from external customers and long-lived assets relate to domestic operations.
(17) Stockholders' Equity
Sales Agreement. On July 24, 2024, the Company entered into an equity distribution agreement, or At-the-Market Offering agreement, (the "2024 Sales Agreement") with J.P. Morgan Securities LLC, Wells Fargo Securities LLC, Truist Securities, Inc., SMBC Nikko Securities America, Inc. and Scotia Capital (USA) Inc. as our sales agents (each a "Sales Agent", and collectively, the "Sales Agents"), which replaced the prior Sales Agreement with substantially similar terms that expired according to its terms on June 21, 2024. Under the terms of the 2024 Sales Agreement, the Company may, from time to time, issue and sell shares of its Class A common stock, with an aggregate offering price of up to $ 400,000 , through the Sales Agents as either agents or principals.
Sales of the Class A common stock, if any, may be made in negotiated transactions or transactions that are deemed to be "at-the-market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on or through the Nasdaq Global Select Market and any other existing trading market for the Class A common stock, or sales made to or directly through a market maker other than on an exchange. The Company has no obligation to sell any of the Class A Common stock under the 2021 Sales Agreement and may at any time suspend solicitations and offers under the 2024 Sales Agreement.
As of September 30, 2025, no shares of our Class A common stock were sold under the 2024 Sales Agreement or were sold under the prior Sales Agreement.
Shelf Registration. On July 24, 2024, the Company filed an automatically effective shelf registration statement that allows Lamar Advertising to offer and sell an indeterminate amount of additional shares of its Class A common stock. The shelf registration statement replaced a prior shelf registration statement which expired. During the nine months ended September 30, 2025 and the year ended December 31, 2024, the Company did not issue any shares under its shelf registration statements.
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LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share data)
Stock Repurchase Program. Prior to May 15, 2025, the Company’s Board of Directors had authorized the repurchase of up to $ 250,000 of the Company's Class A common stock. On 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 $ 150,000 , bringing the total amount authorized under the Program to $ 400,000 . There were no repurchases under the program as of December 31, 2024. During the nine months ended September 30, 2025, the Company repurchased 1,388,091 shares of the Company's Class A common stock outstanding for a total purchase price of $ 150,000 . The Company currently has $ 250,000 remaining under its current share repurchase authorization.
(18) Non-cash Financing and Investing Activities
For the period ended September 30, 2025, the Company had non-cash investing activities related to the acquisition of Verde Outdoor of $ 147,642 . There were no significant non-cash investing activities during the period ended September 30, 2024. There were no significant non-cash financing activities during the periods ended September 30, 2025 and September 30, 2024.
(19) Segment Reporting
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.
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 is 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.
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LAMAR ADVERTISING COMPANY
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In thousands, except share and per share data)
The following table presents our financial performance by segment:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025 2024 2025 2024
Net revenues:
Billboard $ 524,769 $ 502,587 $ 1,481,983 $ 1,444,116
Other 60,772 61,548 188,299 183,420
Total net revenues $ 585,541 $ 564,135 $ 1,670,282 $ 1,627,536
Advertising expenses:
Billboard $ 227,505 $ 219,887 $ 666,328 $ 648,848
Other 50,228 48,941 154,063 146,693
Total advertising expenses $ 277,733 $ 268,828 $ 820,391 $ 795,541
Segmented adjusted EBITDA:
Billboard adjusted EBITDA $ 297,264 $ 282,700 $ 815,655 $ 795,268
Other adjusted EBITDA 10,544 12,607 34,236 36,727
Corporate expenses (1)
( 27,038 ) ( 24,148 ) ( 80,517 ) ( 77,360 )
Adjusted EBITDA $ 280,770 $ 271,159 $ 769,374 $ 754,635
(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:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025 2024 2025 2024
Adjusted EBITDA $ 280,770 $ 271,159 $ 769,374 $ 754,635
Stock-based compensation expense ( 7,580 ) ( 12,097 ) ( 25,305 ) ( 37,713 )
Capitalized contract fulfillment costs, net 15 132 20 506
Depreciation and amortization ( 86,276 ) ( 75,112 ) ( 242,207 ) ( 227,531 )
Gain on disposition of assets and investments
2,155 2,474 76,116 5,486
Equity in earnings of investee — 2,642 206 2,087
Interest expense, net
( 40,431 ) ( 42,275 ) ( 118,374 ) ( 130,060 )
Loss on debt extinguishment
( 2,012 ) ( 270 ) ( 2,012 ) ( 270 )
Income before income tax expense
$ 146,641 $ 146,653 $ 457,818 $ 367,140
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LAMAR MEDIA CORP.
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands, except share data)
September 30,
2025
December 31,
2024
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 21,516 $ 48,961
Receivables, net of allowance for doubtful accounts of $ 12,895 and $ 12,404 in 2025 and 2024, respectively
340,757 334,798
Other current assets 44,814 41,009
Total current assets 407,087 424,768
Property, plant and equipment 4,710,907 4,574,894
Less accumulated depreciation and amortization ( 3,058,550 ) ( 2,974,085 )
Net property, plant and equipment 1,652,357 1,600,809
Operating lease right of use assets 1,476,580 1,355,231
Financing lease right of use assets 6,191 8,331
Goodwill 2,101,050 2,024,931
Intangible assets, net 1,110,997 1,062,133
Other assets 52,298 93,604
Total assets $ 6,806,560 $ 6,569,807
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Trade accounts payable $ 26,228 $ 21,586
Current maturities of long-term debt, net of deferred financing costs of $ 449 and $ 611 in 2025 and 2024, respectively
179,984 249,806
Current operating lease liabilities 202,212 218,108
Current financing lease liabilities 1,331 1,331
Accrued expenses 112,061 123,282
Deferred income 161,965 153,700
Total current liabilities 683,781 767,813
Long-term debt, net of deferred financing costs of $ 29,699 and $ 22,826 in 2025 and 2024, respectively
3,168,713 2,961,058
Operating lease liabilities 1,222,588 1,114,407
Financing lease liabilities 12,285 13,283
Deferred income tax liabilities 165 8,006
Asset retirement obligation 623,399 614,713
Other liabilities 55,311 48,588
Total liabilities 5,766,242 5,527,868
Stockholder's equity:
Common stock, par value $ 0.01 , 3,000 shares authorized, 100 shares issued and outstanding at 2025 and 2024
— —
Additional paid-in-capital 3,412,011 3,229,799
Accumulated comprehensive loss
( 2,885 ) ( 2,954 )
Accumulated deficit
( 2,381,894 ) ( 2,185,755 )
Non-controlling interest 13,086 849
Stockholder's equity 1,040,318 1,041,939
Total liabilities and stockholder's equity $ 6,806,560 $ 6,569,807
See accompanying notes to condensed consolidated financial statements.
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LAMAR MEDIA CORP.
AND SUBSIDIARIES
Condensed Consolidated Statements of Income and Comprehensive Income
(Unaudited)
(In thousands, except share and per share data)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025 2024 2025 2024
Statements of Income
Net revenues $ 585,541 $ 564,135 $ 1,670,282 $ 1,627,536
Operating expenses (income)
Direct advertising expenses (exclusive of depreciation and amortization) 187,716 182,585 554,489 541,495
General and administrative expenses (exclusive of depreciation and amortization) 93,000 91,006 277,307 268,508
Corporate expenses (exclusive of depreciation and amortization) 31,495 31,239 94,013 99,675
Depreciation and amortization 86,276 75,112 242,207 227,531
Gain on disposition of assets and investments
( 2,155 ) ( 2,474 ) ( 76,116 ) ( 5,486 )
396,332 377,468 1,091,900 1,131,723
Operating income 189,209 186,667 578,382 495,813
Other (income) expense
Loss on extinguishment of debt
2,012 270 2,012 270
Interest income ( 758 ) ( 662 ) ( 1,847 ) ( 1,701 )
Interest expense 41,189 42,937 120,221 131,761
Equity in earnings of investee — ( 2,642 ) ( 206 ) ( 2,087 )
42,443 39,903 120,180 128,243
Income before income tax expense (benefit)
146,766 146,764 458,202 367,570
Income tax expense (benefit)
2,566 ( 1,169 ) 19,498 3,225
Net income
144,200 147,933 438,704 364,345
Net income attributable to non-controlling interest
2,322 346 3,457 849
Net income attributable to controlling interest
$ 141,878 $ 147,587 $ 435,247 $ 363,496
Statements of Comprehensive Income
Net income
$ 144,200 $ 147,933 $ 438,704 $ 364,345
Other comprehensive (loss) income
Foreign currency translation adjustments ( 672 ) 37 24 ( 786 )
Comprehensive income
143,528 147,970 438,728 363,559
Net income attributable to non-controlling interest
2,322 346 3,457 849
Comprehensive income attributable to controlling interest
$ 141,206 $ 147,624 $ 435,271 $ 362,710
See accompanying notes to condensed consolidated financial statements.
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LAMAR MEDIA CORP.
AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholder's Equity
(Unaudited)
(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, 2024
$ — $ 3,229,799 $ ( 2,954 ) $ ( 2,185,755 ) $ 849 $ 1,041,939
Contribution from parent — 30,721 — — — 30,721
Reallocation of capital — ( 826 ) — — 826 —
Foreign currency translations — — ( 321 ) — — ( 321 )
Net income
— — — 138,864 474 139,338
Distributions to non-controlling interest — — — — ( 553 ) ( 553 )
Dividend to parent — — — ( 185,433 ) — ( 185,433 )
Balance, March 31, 2025
$ — $ 3,259,694 $ ( 3,275 ) $ ( 2,232,324 ) $ 1,596 $ 1,025,691
Contribution from parent — 8,431 — — — 8,431
Foreign currency translations — — 1,017 — — 1,017
Net income
— — — 154,505 661 155,166
Distributions to non-controlling interest — — — — ( 442 ) ( 442 )
Dividend to parent — — — ( 288,619 ) — ( 288,619 )
Balance, June 30, 2025
$ — $ 3,268,125 $ ( 2,258 ) $ ( 2,366,438 ) $ 1,815 $ 901,244
Contribution from parent — 8,366 — — ( 164 ) 8,202
Verde Outdoor acquisition — 135,520 36 — 12,086 147,642
Foreign currency translations — — ( 663 ) — ( 9 ) ( 672 )
Net income
— — — 141,878 2,322 144,200
Distributions to non-controlling interest — — — — ( 2,964 ) ( 2,964 )
Dividend to parent — — — ( 157,334 ) — ( 157,334 )
Balance, September 30, 2025
$ — $ 3,412,011 $ ( 2,885 ) $ ( 2,381,894 ) $ 13,086 $ 1,040,318
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LAMAR MEDIA CORP.
AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholder's Equity
(Unaudited)
(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, 2023
$ — $ 3,173,789 $ ( 428 ) $ ( 1,963,998 ) $ 414 $ 1,209,777
Contribution from parent — 27,680 — — — 27,680
Reallocation of capital — ( 1,018 ) — — 1,018 —
Foreign currency translations — — ( 392 ) — — ( 392 )
Net income
— — — 78,362 275 78,637
Distributions to non-controlling interest — — — — ( 479 ) ( 479 )
Dividend to parent — — — ( 138,369 ) — ( 138,369 )
Balance, March 31, 2024
$ — $ 3,200,451 $ ( 820 ) $ ( 2,024,005 ) $ 1,228 $ 1,176,854
Contribution from parent — 11,033 — — — 11,033
Foreign currency translations — — ( 431 ) — — ( 431 )
Net income
— — — 137,547 228 137,775
Distributions to non-controlling interest — — — — ( 217 ) ( 217 )
Dividend to parent — — — ( 133,117 ) — ( 133,117 )
Balance, June 30, 2024
$ — $ 3,211,484 $ ( 1,251 ) $ ( 2,019,575 ) $ 1,239 $ 1,191,897
Contribution from parent — 11,199 — — — 11,199
Foreign currency translations — — 37 — — 37
Net income
— — — 147,587 346 147,933
Distributions to non-controlling interest — — — — ( 940 ) ( 940 )
Dividend to parent — — — ( 143,490 ) — ( 143,490 )
Balance, September 30, 2024
$ — $ 3,222,683 $ ( 1,214 ) $ ( 2,015,478 ) $ 645 $ 1,206,636
See accompanying notes to condensed consolidated financial statements.
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LAMAR MEDIA CORP.
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
Nine Months Ended
September 30,
2025 2024
Cash flows from operating activities:
Net income
$ 438,704 $ 364,345
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 242,207 227,531
Non-cash compensation 25,305 37,713
Amortization included in interest expense 4,593 4,830
Gain on disposition of assets and investments
( 76,116 ) ( 5,486 )
Loss on extinguishment of debt
2,012 270
Equity in earnings of investee ( 206 ) ( 2,087 )
Deferred tax benefit
( 8,476 ) ( 3,357 )
Provision for doubtful accounts 6,855 4,892
Changes in operating assets and liabilities:
(Increase) decrease in:
Receivables ( 12,622 ) ( 54,933 )
Prepaid expenses 263 ( 1,627 )
Other assets ( 5,271 ) ( 2,799 )
Increase (decrease) in:
Trade accounts payable 17 2,741
Accrued expenses ( 4,185 ) 1,965
Operating lease liabilities ( 21,628 ) ( 23,059 )
Other liabilities ( 33,224 ) 10,355
Net cash provided by operating activities
558,228 561,294
Cash flows from investing activities:
Acquisitions ( 133,894 ) ( 31,083 )
Capital expenditures ( 117,938 ) ( 82,270 )
Proceeds from disposition of assets and investments 123,704 5,242
Decrease in notes receivable
69 65
Net cash used in investing activities
( 128,059 ) ( 108,046 )
Cash flows from financing activities:
Principal payments on long-term debt ( 313 ) ( 298 )
Principal payments on financing leases ( 998 ) ( 998 )
Payments on revolving credit facility ( 726,000 ) ( 398,000 )
Proceeds received from revolving credit facility 442,000 648,000
Proceeds received from note offering 400,000 —
Payments on accounts receivable securitization program ( 99,400 ) ( 86,400 )
Proceeds received from accounts receivable securitization program 29,400 86,200
Proceeds received from senior credit facility term loans 698,250 —
Payments on senior credit facility term loans ( 600,000 ) ( 350,000 )
Debt issuance costs ( 12,709 ) ( 23 )
Distributions to non-controlling interest ( 3,959 ) ( 1,636 )
Contributions from parent 47,354 49,912
Dividend to parent ( 631,386 ) ( 414,976 )
Net cash used in financing activities
( 457,761 ) ( 468,219 )
Effect of exchange rate changes in cash and cash equivalents 147 ( 124 )
Net decrease in cash and cash equivalents
( 27,445 ) ( 15,095 )
Cash and cash equivalents at beginning of period 48,961 44,105
Cash and cash equivalents at end of period $ 21,516 $ 29,010
Supplemental disclosures of cash flow information:
Cash paid for interest $ 114,923 $ 127,250
Cash paid for foreign, state and federal income taxes $ 21,864 $ 7,075
See accompanying notes to condensed consolidated financial statements.
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LAMAR MEDIA CORP.
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In Thousands, Except for Share Data)
(1) Significant Accounting Policies
The information included in the foregoing interim condensed consolidated financial statements is unaudited. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of Lamar Media’s financial position and results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire year. These interim condensed consolidated financial statements should be read in conjunction with Lamar Media’s consolidated financial statements and the notes thereto included in the 2024 Combined Form 10-K.
Certain notes are not provided for the accompanying condensed consolidated financial statements as the information in notes 1, 2, 3, 4, 5, 6, 7, 8, 9, 11, 12, 13, 14, 16, 17, and 18 to the condensed consolidated financial statements of Lamar Advertising included elsewhere in this report is substantially equivalent to that required for the condensed consolidated financial statements of Lamar Media. Earnings per share data is not provided for Lamar Media, as it is a wholly owned subsidiary of the Company.
(2) 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 September 30, 2025
Lamar
Media Corp. Guarantor
Subsidiaries Non-
Guarantor
Subsidiaries Eliminations Lamar Media
Consolidated
Current assets $ 12,808 $ 50,437 $ 343,842 $ — $ 407,087
Noncurrent assets 4,453,449 6,642,644 220,658 ( 4,917,278 ) 6,399,473
Current liabilities 45,871 440,687 197,223 — 683,781
Noncurrent liabilities 3,393,154 1,852,597 409,971 ( 573,261 ) 5,082,461
Non-controlling interest — 14,100 ( 1,014 ) — 13,086
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
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LAMAR MEDIA CORP.
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In Thousands, Except for Share Data)
Summarized Statements of Income and Comprehensive Income
for the Three Months Ended September 30, 2025
Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated
Net revenues $ — $ 576,915 $ 8,743 $ ( 117 ) $ 585,541
Operating expenses (income)
— 381,588 14,861 ( 117 ) 396,332
Operating income (loss)
— 195,327 ( 6,118 ) — 189,209
Net income (loss)
141,878 190,163 ( 8,350 ) ( 179,491 ) 144,200
Net income (loss) attributable to controlling interest
141,878 188,119 ( 8,628 ) ( 179,491 ) 141,878
Summarized Statements of Income and Comprehensive Income
for the Three Months Ended September 30, 2024
Lamar Media Corp. Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Lamar Media Consolidated
Net revenues $ — $ 552,011 $ 12,864 $ ( 740 ) $ 564,135
Operating expenses (income)
— 365,892 12,316 ( 740 ) 377,468
Operating income (loss)
— 186,119 548 — 186,667
Net income (loss)
147,587 185,249 1,751 ( 186,654 ) 147,933
Net income (loss) attributable to controlling interest
147,587 185,000 1,654 ( 186,654 ) 147,587
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LAMAR MEDIA CORP.
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In Thousands, Except for Share Data)
Summarized Statements of Income and Comprehensive Income
for the Nine Months Ended September 30, 2025
Lamar Media
Corp. Guarantor
Subsidiaries Non-
Guarantor
Subsidiaries Eliminations Lamar Media
Consolidated
Net revenues $ — $ 1,638,106 $ 32,719 $ ( 543 ) $ 1,670,282
Operating expenses (income)
— 1,052,916 39,527 ( 543 ) 1,091,900
Operating income (loss)
— 585,190 ( 6,808 ) — 578,382
Net income (loss)
435,247 564,355 ( 15,920 ) ( 544,978 ) 438,704
Net income (loss) attributable to controlling interest
435,247 561,711 ( 16,733 ) ( 544,978 ) 435,247
Summarized Statements of Income and Comprehensive Income
for the Nine Months Ended September 30, 2024
Lamar Media
Corp. Guarantor
Subsidiaries Non-
Guarantor
Subsidiaries Eliminations Lamar Media
Consolidated
Net revenues $ — $ 1,592,981 $ 36,253 $ ( 1,698 ) $ 1,627,536
Operating expenses (income)
— 1,096,444 36,977 ( 1,698 ) 1,131,723
Operating income (loss)
— 496,537 ( 724 ) — 495,813
Net income (loss)
363,496 491,782 ( 7,381 ) ( 483,552 ) 364,345
Net income (loss) attributable to controlling interest
363,496 491,201 ( 7,649 ) ( 483,552 ) 363,496
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Table of Contents
LAMAR MEDIA CORP.
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(In Thousands, Except for Share Data)
(3) Segment Reporting
The following table presents our financial performance by segment:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025 2024 2025 2024
Net revenues:
Billboard $ 524,769 $ 502,587 $ 1,481,983 $ 1,444,116
Other 60,772 61,548 188,299 183,420
Total net revenues $ 585,541 $ 564,135 $ 1,670,282 $ 1,627,536
Advertising expenses:
Billboard $ 227,505 $ 219,887 $ 666,328 $ 648,848
Other 50,228 48,941 154,063 146,693
Total advertising expenses $ 277,733 $ 268,828 $ 820,391 $ 795,541
Segmented adjusted EBITDA:
Billboard adjusted EBITDA $ 297,264 $ 282,700 $ 815,655 $ 795,268
Other adjusted EBITDA 10,544 12,607 34,236 36,727
Corporate expenses (1)
( 26,913 ) ( 24,037 ) ( 80,133 ) ( 76,930 )
Adjusted EBITDA $ 280,895 $ 271,270 $ 769,758 $ 755,065
(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:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025 2024 2025 2024
Adjusted EBITDA $ 280,895 $ 271,270 $ 769,758 $ 755,065
Stock-based compensation expense ( 7,580 ) ( 12,097 ) ( 25,305 ) ( 37,713 )
Capitalized contract fulfillment costs, net 15 132 20 506
Depreciation and amortization ( 86,276 ) ( 75,112 ) ( 242,207 ) ( 227,531 )
Gain on disposition of assets and investments
2,155 2,474 76,116 5,486
Equity in (loss) earnings of investee — 2,642 206 2,087
Interest expense, net
( 40,431 ) ( 42,275 ) ( 118,374 ) ( 130,060 )
Loss on debt extinguishment
( 2,012 ) ( 270 ) ( 2,012 ) ( 270 )
Income before income tax expense
$ 146,766 $ 146,764 $ 458,202 $ 367,570
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This report contains forward-looking statements. Actual results could differ materially from those anticipated by the forward-looking statements due to risks and uncertainties described in the section of this combined report on Form 10-Q entitled “Note Regarding Forward-Looking Statements” and in Item 1A to the 2024 Combined Form 10-K filed on February 20, 2025, and such risk factors as further updated or supplemented, from time to time, in our combined Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. You should carefully consider each of these risks and uncertainties in evaluating the Company’s and Lamar Media’s financial condition and results of operations. Investors are cautioned not to place undue reliance on the forward-looking statements contained in this document. These statements speak only as of the date of this document, and the Company undertakes no obligation to update or revise the statements, except as may be required by law.
LAMAR ADVERTISING COMPANY
The following is a discussion of the consolidated financial condition and results of operations of the Company for the three and nine months ended September 30, 2025 and 2024. This discussion should be read in conjunction with the condensed consolidated financial statements of the Company and the related notes thereto.
Overview
The Company’s net revenues are derived primarily from the rental of advertising space on outdoor advertising displays owned and operated by the Company. We manage our business through three operating segments – billboard, logo and transit advertising. Revenue growth is based on many factors that include the Company’s ability to increase occupancy of its existing advertising displays; raise advertising rates; and acquire new advertising displays and its operating results are therefore affected by general economic conditions, as well as trends in the advertising industry. Advertising spending is particularly sensitive to changes in general economic conditions, which affect the rates the Company is able to charge for advertising on its displays and its ability to maximize advertising sales or occupancy on its displays.
Acquisitions and capital expenditures
Historically, the Company has made strategic acquisitions of outdoor advertising assets to increase the number of outdoor advertising displays it operates in existing and new markets. The Company continues to evaluate and pursue strategic acquisition opportunities as they arise. The Company has financed its historical acquisitions and intends to finance any future acquisition activity from available cash, borrowings under the senior credit facility and the Accounts Receivable Securitization Program or the issuance of debt or equity securities. See “Liquidity and Capital Resources- Sources of Cash,” for more information.
During the nine months ended September 30, 2025, the Company completed multiple acquisitions for a total cash purchase price of approximately $133.9 million. See Uses of Cash – Acquisitions for more information. Additionally, on July 2, 2025, Lamar Advertising Limited Partnership ("Lamar LP"), the subsidiary operating partner of the Company, acquired Verde Outdoor at a value of $147.6 million through the issuance of 1,187,500 Common Units of Lamar LP. The Common Units were issued to the owners of Verde Outdoor as the consideration in connection with the acquisition, whereby the assets of Verde Outdoor were contributed to Lamar LP. The Verde Outdoor assets include more than 1,500 billboard faces across ten states.
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The Company’s business requires expenditures for maintenance and capitalized costs associated with the construction of new billboard displays, the entrance into and renewal of logo sign and transit contracts, and the purchase of real estate and operating equipment. The following table presents a breakdown of capitalized expenditures for the three and nine months ended September 30, 2025 and 2024:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025 2024 2025 2024
Total capital expenditures:
Billboard — traditional $ 7,744 $ 7,472 $ 22,677 $ 18,485
Billboard — digital 25,168 14,703 63,486 39,311
Logos 6,038 3,108 12,023 6,244
Transit 635 358 1,593 1,743
Land and buildings 2,762 1,268 4,432 5,948
Operating equipment 7,503 3,231 13,727 10,539
Total capital expenditures $ 49,850 $ 30,140 $ 117,938 $ 82,270
Non-GAAP Financial Measures
Our management reviews our performance by focusing on several key performance indicators not prepared in conformity with Generally Accepted Accounting Principles in the United States (“GAAP”). We believe these non-GAAP performance indicators are meaningful supplemental measures of our operating performance and should not be considered in isolation of, or as a substitute for, their most directly comparable GAAP financial measures.
Included in our analysis of our results of operations are discussions regarding earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”), Funds From Operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts, Adjusted Funds From Operations (“AFFO”) and acquisition-adjusted net revenues.
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. Our management uses this measure internally to evaluate the performance of our business as a whole and our individual business segments.
FFO is defined as net income before (gain) loss from the sale or disposal of real estate assets and investments, net of tax, and real estate related depreciation and amortization and including adjustments to eliminate unconsolidated affiliates and non-controlling interest.
We define AFFO as FFO before (i) straight-line income and expense; (ii) capitalized contract fulfillment costs, net; (iii) stock-based compensation expense; (iv) non-cash portion of tax expense (benefit); (v) non-real estate related depreciation and amortization; (vi) amortization of deferred financing costs; (vii) loss on extinguishment of debt; (viii) transaction expenses; (ix) non-recurring infrequent or unusual losses (gains); (x) less maintenance capital expenditures; and (xi) an adjustment for unconsolidated affiliates and non-controlling interest.
Acquisition-adjusted net revenues adjusts our net revenues for the prior period by adding to it the net revenues generated by the acquired assets before our acquisition of these assets for the same time frame that those assets were owned in the current period. In calculating acquisition-adjusted revenue, therefore, we include revenue generated by assets that we did not own in the period but acquired in the current period. We refer to the amount of pre-acquisition revenue generated by the acquired assets during the prior period that corresponds with the current period in which we owned the assets (to the extent within the period to which this report relates) as “acquisition net revenues”. In addition, we adjust the prior period to subtract revenue generated by the assets that have been divested since the prior period and, therefore, no revenue derived from those assets is reflected in the current period.
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Adjusted EBITDA, FFO, AFFO and acquisition-adjusted net revenues are not intended to replace net income or any other performance measures determined in accordance with GAAP. Neither FFO nor AFFO represents cash flows from operating activities in accordance with GAAP and, therefore, these measures should not be considered indicative of cash flows from operating activities as a measure of liquidity or of funds available to fund our cash needs, including our ability to make cash distributions. Rather, adjusted EBITDA, FFO, AFFO and acquisition-adjusted net revenues are presented as we believe each is a useful indicator of our current operating performance. We believe that these metrics are useful to an investor in evaluating our operating performance because (1) each is a key measure used by our management team for purposes of decision-making and for evaluating our core operating results; (2) adjusted EBITDA is widely used in the industry to measure operating performance as depreciation and amortization may vary significantly among companies depending upon accounting methods and useful lives, particularly where acquisitions and non-operating factors are involved; (3) acquisition-adjusted net revenues is a supplement to net revenues to enable investors to compare period-over-period results on a more consistent basis without the effects of acquisitions and divestitures, which reflects our core performance and organic growth (if any) during the period in which the assets were owned and managed by us; (4) adjusted EBITDA, FFO and AFFO each provide investors with a meaningful measure for evaluating our period-to-period operating performance by eliminating items that are not operational in nature; and (5) each provides investors with a measure for comparing our results of operations to those of other companies.
Our measurement of adjusted EBITDA, FFO, AFFO and acquisition-adjusted net revenues may not, however, be fully comparable to similarly titled measures used by other companies. Reconciliations of adjusted EBITDA, FFO, AFFO and acquisition-adjusted net revenues to net income, the most directly comparable GAAP measure, have been included herein.
RESULTS OF OPERATIONS
Nine months ended September 30, 2025 compared to nine months ended September 30, 2024
Net revenues increased $42.7 million or 2.6% to $1.67 billion for the nine months ended September 30, 2025 from $1.63 billion for the same period in 2024. This increase was primarily attributable to an increase in billboard net revenues of $37.9 million, an increase in transit net revenues of $0.8 million, and an increase in logo net revenues of $4.1 million over the same period in 2024.
For the nine months ended September 30, 2025, there was a $32.7 million increase in net revenues as compared to acquisition-adjusted net revenues for the nine months ended September 30, 2024, which represents an increase of 2.0%. See "Reconciliations" below. The $32.7 million increase in revenue is primarily due to an increase of $28.0 million in billboard net revenues, an increase of $2.9 million in logo net revenues, and an increase in transit net revenues of $1.8 million over the same period in 2024.
Total operating expenses, exclusive of depreciation and amortization and gain on disposition of assets and investments, increased $16.1 million, or 1.8%, to $926.2 million for the nine months ended September 30, 2025 from $910.1 million for the same period in 2024. The $16.1 million increase over the prior year is comprised of a $28.5 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 $12.4 million decrease in stock-based compensation.
Depreciation and amortization expense increased $14.7 million to $242.2 million for the nine months ended September 30, 2025 as compared to $227.5 million for the same period in 2024, primarily related to acquisitions and capital expenditures completed in the last twelve months.
For the nine months ended September 30, 2025, the Company recognized a gain on disposition of assets and investments of $76.1 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 $82.6 million to $578.0 million for the nine months ended September 30, 2025 as compared to $495.4 million for the same period in 2024.
Interest expense decreased $11.5 million for the nine months ended September 30, 2025 to $120.2 million as compared to $131.8 million for the nine months ended September 30, 2024. The decrease was primarily due to the repayment of the Term A loans outstanding under the senior credit facility in July 2024 as well as a decrease in interest rates on the senior credit facility and Accounts Receivable Securitization Program.
Equity in earnings of investee was $0.2 million and $2.1 million for the nine months ended September 30, 2025 and 2024, respectively.
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The increase in operating income, as well as the decrease in interest expense, resulted in a $90.7 million increase in income before income tax expense (benefit). The effective tax rate for the nine months ended September 30, 2025 was 4.3%, 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, the Company recognized net income for the nine months ended September 30, 2025 of $438.3 million, as compared to net income of $363.9 million for the same period in 2024.
Reconciliations:
Because acquisitions occurring after December 31, 2023 have contributed to our net revenues results for the periods presented, we provide 2024 acquisition-adjusted net revenues, which adjusts our 2024 net revenues for the nine months ended September 30, 2024 by adding to or subtracting from it the net revenues generated by the acquired or divested assets prior to our acquisition or divestiture of these assets for the same time frame that those assets were owned in the nine months ended September 30, 2025.
Reconciliations of 2024 reported net revenues to 2024 acquisition-adjusted net revenues for the nine months ended September 30, as well as a comparison of 2024 acquisition-adjusted net revenues to 2025 reported net revenues for the nine months ended September 30, are provided below:
Reconciliation and Comparison of Reported Net Revenues to Acquisition-Adjusted Net Revenues
Nine Months Ended
September 30,
2025 2024
(in thousands)
Reported net revenues $ 1,670,282 $ 1,627,536
Acquisition net revenues — 10,079
Adjusted totals $ 1,670,282 $ 1,637,615
Key Performance Indicators
Net Income/Adjusted EBITDA
Nine Months Ended
September 30,
Amount of Increase (Decrease) Percent Increase (Decrease)
(In thousands) 2025 2024
Net income
$ 438,320 $ 363,915 $ 74,405 20.4 %
Income tax expense
19,498 3,225 16,273
Loss on extinguishment of debt
2,012 270 1,742
Interest expense, net
118,374 130,060 (11,686)
Equity in earnings of investee (206) (2,087) 1,881
Gain on disposition of assets and investments
(76,116) (5,486) (70,630)
Depreciation and amortization 242,207 227,531 14,676
Capitalized contract fulfillment costs, net (20) (506) 486
Stock-based compensation expense 25,305 37,713 (12,408)
Adjusted EBITDA $ 769,374 $ 754,635 $ 14,739 2.0 %
Adjusted EBITDA for the nine months ended September 30, 2025 increased 2.0% to $769.4 million. The increase in adjusted EBITDA was primarily attributable to an increase in our gross margin (net revenues less direct advertising expense, exclusive of depreciation and amortization and capitalized contract fulfillment costs, net) of $29.3 million, offset by an increase in total general and administrative and corporate expenses of $15.5 million, excluding the impact of stock-based compensation expense.
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Segmented Adjusted EBITDA
Nine Months Ended
September 30,
Amount of Increase (Decrease) Percent Increase (Decrease)
(In thousands) 2025 2024
Billboard adjusted EBITDA $ 815,655 $ 795,268 $ 20,387
Other adjusted EBITDA (1)
34,236 36,727 (2,491)
Corporate expenses (2)
(80,517) (77,360) (3,157)
Adjusted EBITDA $ 769,374 $ 754,635 $ 14,739 2.0 %
(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.
Adjusted EBITDA for the nine months ended September 30, 2025 increased 2.0% to $769.4 million. The increase in adjusted EBITDA was primarily attributable to the increase in our billboard advertising adjusted EBITDA of $20.4 million, offset by a decrease in other adjusted EBITDA of $2.5 million and an increase in corporate expenses of $3.2 million, excluding the impact of stock-based compensation expense.
Net Income/FFO/AFFO
(In thousands) Nine Months Ended
September 30,
Amount of Increase (Decrease) Percent Increase (Decrease)
2025 2024
Net income
$ 438,320 $ 363,915 $ 74,405 20.4 %
Depreciation and amortization related to real estate 224,515 215,432 9,083
Gain from sale or disposal of real estate and investments, net of tax
(62,621) (5,260) (57,361)
Adjustments for unconsolidated affiliates and non-controlling interest 608 (2,355) 2,963
FFO $ 600,822 $ 571,732 $ 29,090 5.1 %
Straight-line expense
3,493 3,038 455
Capitalized contract fulfillment costs, net (20) (506) 486
Stock-based compensation expense 25,305 37,713 (12,408)
Non-cash portion of tax provision (685) (3,357) 2,672
Non-real estate related depreciation and amortization 17,692 12,098 5,594
Amortization of deferred financing costs 4,593 4,830 (237)
Loss on extinguishment of debt
2,012 270 1,742
Capital expenditures - maintenance (36,542) (35,723) (819)
Adjustments for unconsolidated affiliates and non-controlling interest (608) 2,355 (2,963)
AFFO $ 616,062 $ 592,450 $ 23,612 4.0 %
FFO for the nine months ended September 30, 2025 increased from $571.7 million in 2024 to $600.8 million for the same period in 2025, an increase of 5.1%. AFFO for the nine months ended September 30, 2025 increased 4.0% to $616.1 million as compared to $592.5 million for the same period in 2024. The increase in AFFO was primarily attributable to an increase in our gross margin (net revenues less direct advertising expense, exclusive of depreciation and amortization and capitalized contract fulfillment costs, net) of $29.3 million as well as a decrease in interest expense of $11.5 million, offset by an increase in total general and administrative and corporate expenses of $15.5 million for the nine months ended September 30, 2025.
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Three months ended September 30, 2025 compared to three months ended September 30, 2024
Net revenues increased $21.4 million or 3.8% to $585.5 million for the three months ended September 30, 2025 from $564.1 million for the same period in 2024. This increase was primarily attributable to an increase in billboard net revenues of $22.2 million and an increase in logo net revenues of $1.5 million, offset by a decrease in transit net revenues of $2.3 million over the same period in 2024.
For the three months ended September 30, 2025, there was a $16.3 million increase in net revenues as compared to acquisition-adjusted net revenues for the three months ended September 30, 2024, which represents an increase of 2.9%. See "Reconciliations" below. The $16.3 million increase in revenue is primarily due to an increase of $14.4 million in billboard net revenues, an increase of $1.1 million in logo net revenues, and an increase of $0.9 million in transit net revenues over the same period in 2024.
Total operating expenses, exclusive of depreciation and amortization and gain on disposition of assets and investments, increased $7.4 million, or 2.4%, to $312.3 million for the three months ended September 30, 2025 from $304.9 million for the same period in 2024. The $7.4 million increase over the prior year is comprised of an $11.9 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 $4.5 million decrease in stock-based compensation.
Depreciation and amortization expense increased $11.2 million to $86.3 million for the three months ended September 30, 2025 as compared to $75.1 million for the same period in 2024, primarily related to acquisitions and capital expenditures completed in the last twelve months.
For the three months ended September 30, 2025, the Company recognized a gain on disposition of assets and investments of $2.2 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 $2.5 million to $189.1 million for the three months ended September 30, 2025 as compared to $186.6 million for the same period in 2024.
Interest expense decreased $1.7 million for the three months ended September 30, 2025 to $41.2 million as compared to $42.9 million for the three months ended September 30, 2024 primarily due to a decrease in interest rates on the senior credit facility and Accounts Receivable Securitization Program.
There was no equity in earnings of investee for the three months ended September 30, 2025 as compared to $2.6 million for the three months ended September 30, 2024. The decrease of $2.6 million was due to the sale of the Company's equity investment in Vistar Media, Inc. during 2025.
The increase in operating income, offset by the decrease in equity in earnings of investee, resulted in no change in income before income tax expense for the three months ended September 30, 2025 as compared to the same period in 2024. The effective tax rate for the three months ended September 30, 2025 was 1.7%, 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, the Company recognized net income for the three months ended September 30, 2025 of $144.1 million, as compared to net income of $147.8 million for the same period in 2024.
Reconciliations:
Because acquisitions occurring after December 31, 2023 have contributed to our net revenues results for the periods presented, we provide 2024 acquisition-adjusted net revenues, which adjusts our 2024 net revenue for the three months ended September 30, 2024 by adding to or subtracting from it the net revenues generated by the acquired or divested assets prior to our acquisition or divestiture of these assets for the same time frame that those assets were owned in the three months ended September 30, 2025.
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Reconciliations of 2024 reported net revenues to 2024 acquisition-adjusted net revenues for the three months ended September 30, as well as a comparison of 2024 acquisition-adjusted net revenues to 2025 reported net revenues for the three months ended September 30, are provided below:
Reconciliation and Comparison of Reported Net Revenues to Acquisition-Adjusted Net Revenues
Three Months Ended
September 30,
2025 2024
(in thousands)
Reported net revenues $ 585,541 $ 564,135
Acquisition net revenues — 5,058
Adjusted totals $ 585,541 $ 569,193
Key Performance Indicators
Net Income/Adjusted EBITDA
Three Months Ended
September 30,
Amount of Increase (Decrease) Percent Increase (Decrease)
(In thousands) 2025 2024
Net income
$ 144,075 $ 147,822 $ (3,747) (2.5) %
Income tax expense (benefit)
2,566 (1,169) 3,735
Loss on extinguishment of debt
2,012 270 1,742
Interest expense, net
40,431 42,275 (1,844)
Equity in earnings of investee — (2,642) 2,642
Gain on disposition of assets and investments
(2,155) (2,474) 319
Depreciation and amortization 86,276 75,112 11,164
Capitalized contract fulfillment costs, net (15) (132) 117
Stock-based compensation expense 7,580 12,097 (4,517)
Adjusted EBITDA $ 280,770 $ 271,159 $ 9,611 3.5 %
Adjusted EBITDA for the three months ended September 30, 2025 increased 3.5% to $280.8 million. The increase in adjusted EBITDA was primarily attributable to an increase in our gross margin (net revenues less direct advertising expense, exclusive of depreciation and amortization and capitalized contract fulfillment costs, net) of $16.4 million offset by an increase in total general and administrative and corporate expenses of $6.8 million, excluding the impact of stock-based compensation expense.
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Segmented Adjusted EBITDA
Three Months Ended
September 30,
Amount of Increase (Decrease) Percent Increase (Decrease)
(In thousands) 2025 2024
Billboard adjusted EBITDA $ 297,264 $ 282,700 $ 14,564
Other adjusted EBITDA (1)
10,544 12,607 (2,063)
Corporate expenses (2)
(27,038) (24,148) (2,890)
Adjusted EBITDA $ 280,770 $ 271,159 $ 9,611 3.5 %
(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 September 30, 2025 increased 3.5% to $280.8 million. The increase in adjusted EBITDA was primarily attributable to the increase in our billboard advertising adjusted EBITDA of $14.6 million, offset by a decrease in other adjusted EBITDA of $2.1 million and an increase in corporate expenses of $2.9 million, excluding the impact of stock-based compensation expense.
Net Income/FFO/AFFO
(In thousands) Three Months Ended
September 30,
Amount of Increase (Decrease) Percent Increase (Decrease)
2025 2024
Net income
$ 144,075 $ 147,822 $ (3,747) (2.5) %
Depreciation and amortization related to real estate 76,864 71,310 5,554
Gain from sale or disposal of real estate, net of tax
(1,879) (2,440) 561
Adjustments for unconsolidated affiliates and non-controlling interest 278 (2,739) 3,017
FFO $ 219,338 $ 213,953 $ 5,385 2.5 %
Straight line expense
1,112 971 141
Capitalized contract fulfillment costs, net (15) (132) 117
Stock-based compensation expense 7,580 12,097 (4,517)
Non-cash portion of tax provision (346) (3,293) 2,947
Non-real estate related depreciation and amortization 9,412 3,801 5,611
Amortization of deferred financing costs 1,537 1,559 (22)
Loss on extinguishment of debt
2,012 270 1,742
Capital expenditures - maintenance (13,880) (11,269) (2,611)
Adjustments for unconsolidated affiliates and non-controlling interest (278) 2,739 (3,017)
AFFO $ 226,472 $ 220,696 $ 5,776 2.6 %
FFO for the three months ended September 30, 2025 increased from $214.0 million in 2024 to $219.3 million for the same period in 2025, an increase of 2.5%. AFFO for the three months ended September 30, 2025 increased 2.6% to $226.5 million as compared to $220.7 million for the same period in 2024. The increase in AFFO was primarily attributable to an increase in our gross margin (net revenues less direct advertising expense, exclusive of depreciation and amortization and capitalized contract fulfillment costs, net) of $16.4 million, offset by an increase in total general and administrative and corporate expenses of $6.8 million, excluding the impact of stock-based compensation expense, as well as a decrease of $2.6 million in equity in earnings of investee.
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LIQUIDITY AND CAPITAL RESOURCES
Overview
The Company has historically satisfied its working capital requirements with cash from operations and borrowings under the senior credit facility and the Accounts Receivable Securitization Program. The Company’s wholly owned subsidiary, Lamar Media Corp., is the borrower under the senior credit facility and maintains all corporate operating cash balances. Certain subsidiaries of Lamar Media are the principal borrowers under the Accounts Receivable Securitization Program. Any cash requirements of the Company, therefore, must be funded by distributions from Lamar Media.
Sources of Cash
Total Liquidity. As of September 30, 2025 we had $834.2 million of total liquidity, which is comprised of $22.0 million in cash and cash equivalents, $70.0 million available for borrowing under the Accounts Receivable Securitization Program and $742.2 million of availability under the revolving portion of Lamar Media’s senior credit facility. We expect our total liquidity to be adequate for the Company to meet its operational requirements for the next twelve months. We are currently in compliance with the maintenance covenant included in the senior credit facility and we would remain in compliance after accounting for borrowing the full amount available to us under the revolving portion of the senior credit facility.
As of September 30, 2025 and December 31, 2024, the Company had a working capital deficit of $287.5 million and $353.2 million, respectively. The decrease in working capital deficit of $65.7 million is primarily due to a decrease in borrowings outstanding on the Accounts Receivable Securitization Program.
Cash Generated by Operations. For the nine months ended September 30, 2025 and 2024, our cash provided by operating activities was $592.9 million and $594.3 million, respectively. We expect to generate cash flows from operations during 2025 in excess of our cash needs for operations, capital expenditures and dividends, as described herein. We believe we have sufficient liquidity available under our revolving credit facility to meet our operating cash needs for the next twelve months.
Accounts Receivable Securitization Program. On June 24, 2022, Lamar Media and the Special Purpose Subsidiaries entered into the Sixth Amendment (the "Sixth Amendment") to the Receivables Financing Agreement. The Sixth Amendment increased the Accounts Receivable Securitization Program from $175.0 million to $250.0 million and extended the maturity date of the Accounts Receivable Securitization Program to July 21, 2025. Additionally, the Sixth Amendment provides for the replacement of LIBOR-based interest rate mechanics with Term Secured Overnight Financing Rate ("Term SOFR") based interest rate mechanics for the Accounts Receivable Securitization Program.
Borrowing capacity under the Accounts Receivable Securitization Program is limited to the availability of eligible accounts receivable collateralizing the borrowings under the agreements governing the Accounts Receivable Securitization Program. In connection with the Accounts Receivable Securitization Program, Lamar Media and certain of its subsidiaries (such subsidiaries, the “Subsidiary Originators”) sell and/or contribute their existing and future accounts receivable and certain related assets to one of two special purpose subsidiaries, Lamar QRS Receivables, LLC (the “QRS SPV”) and Lamar TRS Receivables, LLC (the “TRS SPV” and together with the QRS SPV the “Special Purpose Subsidiaries”), each of which is a wholly-owned subsidiary of Lamar Media. Existing and future accounts receivable relating to Lamar Media and its qualified REIT subsidiaries will be sold and/or contributed to the QRS SPV and existing and future accounts receivable relating to Lamar Media’s Taxable REIT Subsidiaries ("TRSs") will be sold and/or contributed to the TRS SPV. Each of the Special Purpose Subsidiaries has granted the lenders party to the Accounts Receivable Securitization Program a security interest in all of its assets, which consist of the accounts receivable and related assets sold or contributed to them, as described above, in order to secure the obligations of the Special Purpose Subsidiaries under the agreements governing the Accounts Receivable Securitization Program. Pursuant to the Accounts Receivable Securitization Program, Lamar Media has agreed to service the accounts receivable on behalf of the two Special Purpose Subsidiaries for a fee. Lamar Media has also agreed to guarantee its performance in its capacity as servicer and originator, as well as the performance of the Subsidiary Originators, of their obligations under the agreements governing the Accounts Receivable Securitization Program. None of Lamar Media, the Subsidiary Originators or the Special Purpose Subsidiaries guarantees the collectability of the receivables under the Accounts Receivable Securitization Program. In addition, each of the Special Purpose Subsidiaries is a separate legal entity with its own separate creditors who will be entitled to access the assets of such Special Purpose Subsidiary before the assets become available to Lamar Media. Accordingly, the assets of the Special Purpose Subsidiaries are not available to pay creditors of Lamar Media or any of its subsidiaries, although collections from receivables in excess of the amounts required to repay the lenders and the other creditors of the Special Purpose Subsidiaries may be remitted to Lamar Media.
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As of September 30, 2025, there was $180.0 million in outstanding aggregate borrowings under the Accounts Receivable Securitization Program. Lamar Media had $70.0 million additional availability under the Accounts Receivable Securitization Program as of September 30, 2025.
The Accounts Receivable Securitization Program was set to mature on July 21, 2025, but was subsequently extended to October 15, 2027 by the Seventh Amendment to the Receivables Financing Agreement dated October 15, 2024. Lamar Media may amend the facility to further extend the maturity date, enter into a new securitization facility with a different maturity date, or refinance the indebtedness outstanding under the Accounts Receivable Securitization Program using borrowings under its senior credit facility or from other financing sources.
“At-the-Market” Offering Program. On July 24, 2024, the Company entered into an equity distribution agreement, or At-the-Market Offering Agreement, (the "2024 Sales Agreement"), with J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Truist Securities, Inc., SMBC Nikko Securities America, Inc. and Scotia Capital (USA) Inc. as our sales agents (each a "Sales Agent", and collectively, the "Sales Agents"), which replaced the prior Sales Agreement with substantially similar terms (the "2021 Sales Agreement"). Under the terms of the 2024 Sales Agreement, the Company may, from time to time, issue and sell shares of its Class A common stock, having an aggregate offering price of up to $400.0 million through the Sales Agents as either agents or principals. Sales of the Class A common stock, if any, may be conducted in negotiated transactions or transactions that are deemed to be "at-the-market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on or through the Nasdaq Global Select Market and any other existing trading market for the Class A common stock, or sales made to or through a market maker other than on an exchange. The Company has no obligation to sell any of the Class A common stock under the 2024 Sales Agreement and may at any time suspend solicitations and offers under the 2024 Sales Agreement. The Company intends to use the net proceeds, if any, from the sale of the Class A common stock pursuant to the 2024 Sales Agreement for general corporate purposes, which may include the repayment, refinancing, redemption or repurchase of existing indebtedness, working capital, capital expenditures, acquisition of outdoor advertising assets and businesses and other related investments. The Company did not issue any shares under the 2024 Sales Agreement during the year ended December 31, 2024 and the nine months ended September 30, 2025. The Company did not issue any shares under the 2021 Sales Agreement from inception through expiration.
Shelf Registration Statement. On June 21, 2021, the Company filed an automatically effective shelf registration statement that allows Lamar Advertising to offer and sell an indeterminate amount of additional shares of its Class A common stock. The shelf registration statement expired on June 21, 2024.
On July 24, 2024, the Company filed a new automatically effective shelf registration statement that allows the Company to offer and sell an indeterminate amount of additional shares of its Class A common stock, which replaces the previous shelf registration statement. During the year ended December 31, 2024 and the nine months ended September 30, 2025, the Company did not issue any shares under either shelf registration statement.
Credit Facilities. On February 6, 2020, Lamar Media entered into a Fourth Amended and Restated Credit Agreement (the “Fourth Amended and Restated Credit Agreement”) with certain of Lamar Media’s subsidiaries as guarantors, JPMorgan Chase Bank, N.A. as administrative agent and the lenders party thereto, under which the parties agreed to amend and restate Lamar Media’s existing senior credit facility. The Fourth Amended and Restated Credit Agreement amended and restated the Third Amended and Restated Credit Agreement dated as of May 15, 2017, as amended (the “Third Amended and Restated Credit Agreement”).
The senior credit facility, as established by the Fourth Amended and Restated Credit Agreement (as amended by the Amendments, as defined below) (the “senior credit facility”), consists of (i) a $750.0 million senior secured revolving credit facility which will mature on July 31, 2028, subject to certain conditions (see description of Amendment No. 4 below) (the “revolving credit facility”), (ii) a $700.0 million senior secured Term B loan facility (the “Term B loans”) which will mature on September 23, 2032, and (iii) an incremental facility (the “Incremental Facility”) pursuant to which Lamar Media may incur additional term loan tranches or additional incremental revolving facilities or increase its existing revolving credit facility subject to a pro forma secured debt ratio calculated as described under “Restrictions under Senior Credit Facility” of 4.50 to 1.00, as well as certain other conditions including lender approval.
On July 2, 2021, Lamar Media entered into Amendment No. 1 (the "Amendment No. 1"), to the Fourth Amended and Restated Credit Agreement. The Amendment No. 1 amended the definition of "Subsidiary" to exclude each of Lamar Partnering Sponsor LLC and Lamar Partnering Corporation and any of their subsidiaries (collectively, the “Lamar Partnering Entities”) such that, after giving effect to the Amendment, none of the Lamar Partnering Entities are subject to the Fourth Amended and Restated Credit Agreement covenants and reporting requirements, but any investment by Lamar Media in any of the Lamar Partnering Entities would be subject to the Fourth Amended and Restated Credit Agreement covenants. The Amendment No. 1
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also amended the definition of “EBITDA” to replace the existing calculation with a net income-based calculation, which excludes the income of non-Subsidiary entities such as the Lamar Partnering Entities, except to the extent that income of such entities is received by Lamar Media in the form of dividends or distributions.