10-Q – 2025-11-06 – lamr-20250930.htm

On July 29, 2022, Lamar Media entered into Amendment No. 2 ("Amendment No. 2") to the Fourth Amended and Restated Credit Agreement with certain of Lamar Media's subsidiaries as guarantors, JPMorgan Chase Bank, N.A. as administrative agent and the lenders party thereto. Amendment No. 2 established the Term A loans as a new class of incremental term loans. The Term A loans were set to mature on February 6, 2025. Lamar Media borrowed all $350.0 million in Term A loans on July 29, 2022 and proceeds from the Term A loans were used to repay outstanding balances on the revolving credit facility and a portion of the outstanding balance on 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 $750.0 million revolving credit facility such that the revolving credit facility matures July 31, 2028; provided that, if on the date (the "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 $75.0 million swingline as a sublimit of the revolving credit facility, which allows Lamar Media to borrow revolving loans on a same-day basis, in an aggregate outstanding principal amount of up to $75.0 million. In addition, Amendment No. 4 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.

On September 23, 2025, Lamar Media entered into Amendment No. 5 (the “Amendment No. 5”, and together with the Amendment, the Amendment No. 2, the Amendment No. 3 and the Amendment No. 4, the “Amendments”) to the Fourth Amended and Restated Credit Agreement with certain of Lamar Media’s subsidiaries as guarantors, JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto. Amendment No. 5 established the Term B loans as a new class of incremental term loans. Lamar Media borrowed all $700.0 million in Term B loans on September 23, 2025. Proceeds from the Term B loans were used to repay $600.0 million in Term B loans previously outstanding, with the remainder used to repay a portion of the outstanding balance on the revolving credit facility. The Term B loans will mature on September 23, 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 the aggregate balance outstanding under the senior credit facility was $698.3 million, consisting of $698.3 million in Term B loans aggregate principal balance and no outstanding borrowings under our revolving credit facility. Lamar Media had approximately $742.2 million of unused capacity under the revolving credit facility.

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Note Offerings. On September 25, 2025, Lamar Media completed an institutional private placement of $400.0 million aggregate principal amount of 5 3/8% Senior Notes due 2033 (the “5 3/8% Notes”). The institutional private placement on September 25, 2025 resulted in net proceeds to Lamar Media of approximately $393.5 million. Lamar Media used the proceeds from this offering, together with borrowings on the Term B loans, to pay off the balance outstanding on the revolving credit facility as well as pay down a portion of the balance on the Accounts Receivable Securitization Program.

Factors Affecting Sources of Liquidity

Internally Generated Funds. The key factors affecting internally generated cash flow are general economic conditions, specific economic conditions in the markets where the Company conducts its business and overall spending on advertising by advertisers. We expect to generate cash flows from operations during 2025 in excess of our cash needs for operations, capital expenditures and dividends, as described herein, and we believe we have sufficient liquidity with cash on hand and availability under our revolving credit facility to meet our operating cash needs for the next twelve months.

Credit Facilities and Other Debt Securities. The Company and Lamar Media must comply with certain covenants and restrictions related to the senior credit facility, its outstanding debt securities and its Accounts Receivable Securitization Program.

Restrictions Under Debt Securities. The Company and Lamar Media must comply with certain covenants and restrictions related to its outstanding debt securities. Currently, Lamar Media has outstanding the $600.0 million 3 3/4% Senior Notes issued February 2020, the $550.0 million 4% Senior Notes issued February 2020 and August 2020, the $400.0 million 4 7/8% Senior Notes issued in May 2020, the $550.0 million 3 5/8% Senior Notes issued in January 2021 and the $400.0 million 5 3/8% Senior Notes issued September 2025.

The indentures relating to Lamar Media’s outstanding notes restrict its ability to incur additional indebtedness, but permit the incurrence of indebtedness (including indebtedness under the senior credit facility), (i) if no default or event of default would result from such incurrence and (ii) if after giving effect to any such incurrence, the leverage ratio (defined as the sum of (x) total consolidated debt plus (y) the aggregate liquidation preference of any preferred stock of Lamar Media’s restricted subsidiaries (and in the case of the 5 3/8% Notes, minus (z) unrestricted cash of Lamar Media and its restricted subsidiaries) to trailing four fiscal quarter EBITDA (as defined in the indentures)) would be less than 7.0 to 1.0. Currently, Lamar Media is not in default under the indentures of any of its outstanding notes and, therefore, would be permitted to incur additional indebtedness subject to the foregoing provision.

In addition to debt incurred under the provisions described in the preceding paragraph, the indentures relating to Lamar Media’s outstanding notes permit Lamar Media to incur indebtedness pursuant to the following baskets:

• up to $2.0 billion of indebtedness under the senior credit facility;
• indebtedness outstanding on the date of the indentures or debt incurred to refinance outstanding debt;
• inter-company debt between Lamar Media and its restricted subsidiaries or between restricted subsidiaries;
• certain purchase money indebtedness and capitalized lease obligations to acquire or lease property in the ordinary course of business that cannot exceed the greater of $50.0 million or 5% of Lamar Media’s net tangible assets;
• additional debt not to exceed $75.0 million; and
• up to $500.0 million of permitted securitization financings.

Restrictions Under Senior Credit Facility. Lamar Media is required to comply with certain covenants and restrictions under the senior credit facility. If the Company or Lamar Media fails to comply with these tests, the lenders under the senior credit facility will be entitled to exercise certain remedies, including the termination of the lending commitments and the acceleration of the debt payments under the senior credit facility. As of September 30, 2025, we were, and currently we are, in compliance with all such tests under the senior credit facility.

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Lamar Media must maintain a secured debt ratio, defined as total consolidated secured debt of Lamar Advertising, Lamar Media and its restricted subsidiaries (including capital lease obligations), minus the lesser of (x) $150.0 million and (y) the aggregate amount of unrestricted cash and cash equivalents of Lamar Advertising, Lamar Media and its restricted subsidiaries (other than the Special Purpose Subsidiaries (as defined above under S ources of Cash – Accounts Receivable Securitization Program)) to EBITDA, as defined below, for the period of four consecutive fiscal quarters then ended, of less than or equal to 4.5 to 1.0.

Lamar Media is restricted from incurring additional indebtedness subject to exceptions, one of which is that it may incur additional indebtedness not exceeding the greater of $250.0 million or 6% of its total assets.

Lamar Media is also restricted from incurring additional unsecured senior indebtedness under certain circumstances unless, after giving effect to the incurrence of such indebtedness, Lamar Media would have a total debt ratio, defined as (x) total consolidated debt (including subordinated debt) of Lamar Advertising, Lamar Media and its restricted subsidiaries as of any date minus the lesser of (i) $150.0 million and (ii) the aggregate amount of unrestricted cash and cash equivalents of Lamar Advertising, Lamar Media and its restricted subsidiaries (other than the Special Purpose Subsidiaries) to (y) EBITDA, as defined below, for the most recent four fiscal quarters then ended, of less than 7.0 to 1.0. 

Lamar Media is also restricted from incurring additional subordinated indebtedness under certain circumstances unless, after giving effect to the incurrence of such indebtedness, it is in compliance with the secured debt ratio covenant and its total debt ratio is less than 7.0 to 1.0.

Under the senior credit facility, as amended, “EBITDA” means, for any period, net income, plus (a) to the extent deducted in determining net income for such period, the sum determined without duplication and in accordance with GAAP, of (i) taxes, (ii) interest expense, (iii) depreciation, (iv) amortization, (v) any other non-cash income or charges accrued for such period, (vi) charges and expenses in connection with the senior credit facility, any actual or proposed acquisition, disposition or investment (excluding, in each case, purchases and sales of advertising space and operating assets in the ordinary course of business) and any actual or proposed offering of securities, incurrence or repayment of indebtedness (or amendment to any agreement relating to indebtedness), including any refinancing thereof, or recapitalization, (vii) any loss or gain relating to amounts paid or earned in cash prior to the stated settlement date of any swap agreement that has been reflected in operating income for such period, and (viii) any loss on sales of receivables and related assets to a securitization entity in connection with a permitted securitization financing, plus (b) the amount of cost savings, operating expense reductions and other operating improvements or synergies projected by Lamar Media in good faith to be realized as a result of any acquisition, investment, merger, amalgamation or disposition within 18 months of any such acquisition, investment, merger, amalgamation or disposition, net of the amount of actual benefits realized during such period from such action; provided, (A) the aggregate amount for all such cost savings, operating expense reductions and other operating improvements or synergies will not exceed an amount equal to 15% of EBITDA for the applicable four quarter period and (B) any such adjustment to EBITDA pursuant to this clause (b) may only take into account cost savings, operating expense reductions and other operating improvements or synergies that are (I) directly attributable to such acquisition, investment, merger, amalgamation or disposition, (II) expected to have a continuing impact on Lamar Media and its restricted subsidiaries and (III) factually supportable, in each case all as certified by the chief financial officer of Lamar Media on behalf of Lamar Media, minus (c) to the extent included in net income for such period (determined without duplication and in accordance with GAAP) (i) any extraordinary and unusual gains or losses during such period, and (ii) the proceeds of any casualty events and dispositions. For purposes of this EBITDA definition, the effect thereon of any adjustments required under Statement of Financial Accounting Standards No. 141R shall be excluded. If during any period for which EBITDA is being determined, Lamar Media has consummated any acquisition or disposition, EBITDA will be determined on a pro forma basis as if such acquisition or disposition had been made or consummated on the first day of such period.

Under the senior credit facility, "net income" means for any period, the consolidated net income (or loss) of Lamar Advertising, Lamar Media, and its restricted subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that the following is excluded from net income: (a) the income (or deficit) of any person accrued prior to the date it becomes a restricted subsidiary or is merged into or consolidated with Lamar Advertising, Lamar Media or any of its restricted subsidiaries, and (b) the income (or deficit) of any person (other than any of our restricted subsidiaries) in which Lamar Advertising, Lamar Media or any of its subsidiaries has an ownership interest, except to the extent that any such income is received by Lamar Advertising, Lamar Media or any of its restricted subsidiaries in the form of dividends or similar distributions.

The Company believes that its current level of cash on hand, availability under the senior credit facility and future cash flows from operations are sufficient to meet its operating needs for the next twelve months. All debt obligations are reflected on the Company’s balance sheet.
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Restrictions under Accounts Receivable Securitization Program. The agreements governing the Accounts Receivable Securitization Program contain customary representations and warranties, affirmative and negative covenants, and termination event provisions, including but not limited to those providing for the acceleration of amounts owed under the Accounts Receivable Securitization Program if, among other things, the Special Purpose Subsidiaries fail to make payments when due, Lamar Media, the Subsidiary Originators or the Special Purpose Subsidiaries become insolvent or subject to bankruptcy proceedings or certain judicial judgments, breach certain representations and warranties or covenants or default under other material indebtedness, a change of control occurs, or if Lamar Media fails to maintain the maximum secured debt ratio of 4.5 to 1.0 required under the senior credit facility.

Uses of Cash

Capital Expenditures.  Capital expenditures, excluding acquisitions, were approximately $117.9 million for the nine months ended September 30, 2025. We anticipate our 2025 total capital expenditures will be approximately $180.0 million.

Acquisitions. During the nine months ended September 30, 2025, the Company completed acquisitions for an aggregate cash purchase price of approximately $133.9 million, which were financed using available cash on hand and borrowings on the senior credit facility.

Dividends. On February 19, 2025, the Company's Board of Directors declared a quarterly cash dividend of $1.55 per share, paid on March 28, 2025 to its stockholders of record of its Class A common stock and Class B common stock on March 14, 2025. On May 15, 2025, the Company's Board of Directors declared a quarterly cash dividend of $1.55 per share, paid on June 30, 2025 to its stockholders of record of its Class A common stock and Class B common stock on June 16, 2025. On August 27, 2025, the Company's Board of Directors declared a quarterly cash dividend of $1.55 per share, paid on September 30, 2025 to its stockholders of record of its Class A common stock and Class B common stock on September 19, 2025. Subject to approval of the Company's Board of Directors, the Company expects aggregate quarterly distributions to stockholders in 2025 will be at least $6.20 per share of common stock, including the dividends paid on March 28, 2025, June 30, 2025 and September 30, 2025.

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

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

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Material Cash Requirements

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

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

(In millions) Less than 1 year Thereafter
Debt maturities (1)
$ 0.4  $ 3,348.3 
Interest obligations on long-term debt (2)
152.3  476.4 
Contractual obligations, including operating and financing leases 288.8  1,924.9 
Total payments due $ 441.5  $ 5,749.6 

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

Required Annual Distributions. As a REIT, the Company must annually distribute to its stockholders an amount equal to at least 90% of its REIT taxable income (determined before the deduction for distributed earnings and excluding any net capital gain). On February 19, 2025, the Company's Board of Directors declared a quarterly cash dividend of $1.55 per share, paid on March 28, 2025 to its stockholders of record of its Class A common stock and Class B common stock on March 14, 2025. On May 15, 2025, the Company's Board of Directors declared a quarterly cash dividend of $1.55 per share, paid on June 30, 2025 to its stockholders of record of its Class A common stock and Class B common stock on June 16, 2025. On August 27, 2025, the Company's Board of Directors declared a quarterly cash dividend of $1.55 per share, paid on September 30, 2025 to its stockholders of record of its Class A common stock and Class B common stock on September 19, 2025. Subject to approval of the Company's Board of Directors, the Company expects aggregate quarterly distributions to stockholders in 2025 will be at least $6.20 per share of common stock, including the dividends paid on March 28, 2025, June 30, 2025 and September 30, 2025.

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

Cash Flows

The Company's cash flows provided by operating activities decreased $1.4 million from $594.3 million for the nine months ended September 30, 2024 to $592.9 million for the nine months ended September 30, 2025.

Cash flows used in investing activities for nine months ended September 30, 2025 were $128.1 million as compared to cash flows used in investing activities for the nine months ended September 30, 2024 of $108.0 million. This change was primarily due to increases in acquisitions and capital expenditures during 2025, offset by proceeds from the sale of the Company's equity investment in Vistar Media, Inc. of $115.9 million during 2025.

The Company's cash flows used in financing activities were $492.4 million for the nine months ended September 30, 2025 as compared to $501.2 million for the nine months ended September 30, 2024. The cash flows used in financing activities of $492.4 million for the nine months ended September 30, 2025 were primarily due to cash paid for dividends and distributions, cash used for stock repurchases, and payments on the revolving credit facility, offset by the issuance of the 5 3/8% Senior Notes and borrowings on the revolving credit facility.

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Critical Accounting Estimates

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

Accounting Standards and Regulatory Update

See Note 14, "New Accounting Pronouncements" to our condensed consolidated financial statements included in Part 1, Item 1 of this report for a discussion of our Accounting Standards and Regulatory Update.

LAMAR MEDIA CORP.

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

RESULTS OF OPERATIONS

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 $925.8 million for the nine months ended September 30, 2025 from $909.7 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, Lamar Media 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 $578.4 million for the nine months ended September 30, 2025 as compared to $495.8 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 $90.6 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, Lamar Media recognized net income for the nine months ended September 30, 2025 of $438.7 million, as compared to net income of $364.3 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

(In thousands) Nine Months Ended
September 30,
Amount of Increase (Decrease) Percent Increase (Decrease)
2025 2024
Net income
$ 438,704  $ 364,345  $ 74,359  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 $ 769,758  $ 755,065  $ 14,693  1.9  %

Adjusted EBITDA for the nine months ended September 30, 2025 increased 1.9% to $769.8 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 $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)
( 80,133 ) ( 76,930 ) (3,203)
Adjusted EBITDA $ 769,758  $ 755,065  $ 14,693  1.9  %

(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 1.9% to $769.8 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
$ 438,704  $ 364,345  $ 74,359  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 $ 601,206  $ 572,162  $ 29,044  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) 2,335  (2,943)
AFFO $ 616,446  $ 592,860  $ 23,586  4.0  %

FFO for the nine months ended September 30, 2025 increased to $601.2 million from $572.2 million for the same period in 2024, an increase of 5.1%. AFFO for the nine months ended September 30, 2025 increased 4.0% to $616.4 million as compared to $592.9 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 expenses, 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 in transit net revenues of $0.9 million over the same period in 2024.

Total operating expenses, exclusive of depreciation and amortization and gain on disposition of assets and investments, increased $7.4 million, or 2.4%, to $312.2 million for the three months ended September 30, 2025 from $304.8 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, Lamar Media 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 $189.2 million for the three months ended September 30, 2025 as compared to $186.7 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, Lamar Media recognized net income for the three months ended September 30, 2025 of $144.2 million, as compared to net income of $147.9 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 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
$ 144,200  $ 147,933  $ (3,733) (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 $ 280,895  $ 271,270  $ 9,625  3.5  %

Adjusted EBITDA for the three months ended September 30, 2025 increased 3.5% to $280.9 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)
(26,913) (24,037) (2,876)
Adjusted EBITDA $ 280,895  $ 271,270  $ 9,625  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 $280.9 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

Three Months Ended
September 30,
Amount of Increase (Decrease) Percent Increase (Decrease)
(In thousands) 2025 2024
Net income
$ 144,200  $ 147,933  $ (3,733) (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 $ 219,463  $ 214,064  $ 5,399  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 $ 226,597  $ 220,807  $ 5,790  2.6  %

FFO for the three months ended September 30, 2025 increased to $219.5 million from $214.1 million for the same period in 2024, an increase of 2.5%. AFFO for the three months ended September 30, 2025 increased 2.6% to $226.6 million as compared to $220.8 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 expenses, 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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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Lamar Advertising Company and Lamar Media Corp.

Lamar Advertising is exposed to interest rate risk in connection with variable rate debt instruments issued by its wholly owned subsidiary Lamar Media. The information below summarizes the Company’s interest rate risk associated with its principal variable rate debt instruments outstanding at September 30, 2025, and should be read in conjunction with Note 11 of the Notes to the Company’s Condensed Consolidated Financial Statements.

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

At September 30, 2025 there was approximately $878.3 million of indebtedness outstanding under the senior credit facility and the Accounts Receivable Securitization Program, or approximately 26.0% of the Company’s outstanding long-term debt on that date, bearing interest at variable rates. The aggregate interest expense for 2025 with respect to borrowings under the senior credit facility and the Accounts Receivable Securitization Program was $50.2 million, and the weighted average interest rate applicable to these borrowings during 2025 was 5.7%. Assuming that the weighted average interest rate was 200 basis points higher (that is 7.7% rather than 5.7%), then the Company’s 2025 interest expense would have increased by approximately $17.3 million for the nine months ended September 30, 2025.

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

ITEM 4. CONTROLS AND PROCEDURES

(a) Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures.

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

(b) Changes in Internal Control Over Financial Reporting.

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

ITEM 1A. RISK FACTORS

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

We could be negatively impacted by environmental, social and governance (ESG) and sustainability matters.

Governments, shareholders, customers, employees and other stakeholders are increasingly focusing on corporate ESG practices and disclosures, and expectations in this area are rapidly evolving and growing. We may incur costs related to ESG initiatives, including those related to producing enhanced mandatory or voluntary disclosures about our business. Additionally, although we have policies in place with respect to the content we display in customer advertisements, if the content of the advertisements we display is controversial or if our decisions to reject certain ads based on our content policies are viewed negatively, we may face reputational damage. This could lead to public controversy, decreased customer trust, and potential loss of business. If we are unable to respond effectively to ESG matters, our reputation, business, financial condition and results of operations could be adversely impacted.

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

No repurchases were made during the three months ended September 30, 2025 under the Company’s previously announced stock repurchase program.

ITEM 5. OTHER INFORMATION

None

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ITEM 6. EXHIBITS

Exhibit
Number Description

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

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

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

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

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

4.1 Indenture, dated as of September 25, 2025, among Lamar Media, the Guarantors named therein and U.S. Bank Trust Company, National Association, as Trustee (including the Form of Note and Guarantee as Exhibit A thereto). Previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 1-36756) filed on October 1, 2025 and incorporated herein by reference.

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

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

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

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

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

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

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SIGNATURES

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

LAMAR ADVERTISING COMPANY

DATED: November 6, 2025
BY: /s/ Jay L. Johnson

Executive Vice President, Chief Financial Officer and Treasurer

LAMAR MEDIA CORP.

DATED: November 6, 2025
BY: /s/ Jay L. Johnson

Executive Vice President, Chief Financial Officer and Treasurer

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