# OUTFRONT Media Inc.: Form 10-Q for the period ended Jun 30, 2025

- Company: [OUTFRONT Media Inc.](/companies/out.md) (CIK 1579877)
- Form: 10-Q
- Filed: 2025-08-06
- Accepted by EDGAR: Aug 6, 2025, 16:05 ET
- Period: 2025-06-30
- Accession: 0001579877-25-000105
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1579877/000157987725000105/out-20250630.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1579877/000157987725000105/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-04-01 to 2025-06-30 | $460.2m | us-gaap:Revenues |
| Revenue | 6 months, 2025-01-01 to 2025-06-30 | $850.9m | us-gaap:Revenues |
| Selling, general and administrative | 3 months, 2025-04-01 to 2025-06-30 | $110.6m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 6 months, 2025-01-01 to 2025-06-30 | $225.3m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2025-04-01 to 2025-06-30 | $56.2m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2025-01-01 to 2025-06-30 | $70.1m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2025-04-01 to 2025-06-30 | $200.0k | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2025-01-01 to 2025-06-30 | $700.0k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-04-01 to 2025-06-30 | $19.5m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2025-01-01 to 2025-06-30 | −$1.1m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-04-01 to 2025-06-30 | $0.10 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2025-01-01 to 2025-06-30 | −$0.03 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-04-01 to 2025-06-30 | $0.10 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2025-01-01 to 2025-06-30 | −$0.03 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-04-01 to 2025-06-30 | 168,000,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2025-01-01 to 2025-06-30 | 166,800,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2025-01-01 to 2025-06-30 | $100.7m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months, 2025-01-01 to 2025-06-30 | $42.9m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 6 months, 2025-01-01 to 2025-06-30 | $105.3m | us-gaap:PaymentsOfDividends |
| Cash and equivalents | at 2025-06-30 | $28.5m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-06-30 | $355.1m | us-gaap:AssetsCurrent |
| Total assets | at 2025-06-30 | $5.15bn | us-gaap:Assets |
| Current liabilities | at 2025-06-30 | $580.5m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-06-30 | $4.47bn | us-gaap:Liabilities |
| Long-term debt | at 2025-06-30 | $2.48bn | us-gaap:LongTermDebtNoncurrent |
| Short-term borrowings | at 2025-06-30 | $70.0m | us-gaap:ShortTermBorrowings |
| Shareholders' equity | at 2025-06-30 | $539.1m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 91,256 characters.

*The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our historical consolidated financial statements and the notes thereto appearing in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2025, and the unaudited consolidated financial statements and the notes thereto included in this Quarterly Report on Form 10-Q. This MD&A contains forward-looking statements that involve numerous risks and uncertainties. The forward-looking statements are subject to a number of important factors, including, but not limited to, those factors discussed in the sections entitled “Risk Factors” in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025, and the section entitled “Cautionary Statement Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q, that could cause our actual results to differ materially from the results described herein or implied by such forward-looking statements. Except as otherwise indicated or unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to (i) “OUTFRONT Media,” “the Company,” “we,” “our,” “us” and “our company” mean OUTFRONT Media Inc., a Maryland corporation, and unless the context requires otherwise, its consolidated subsidiaries, and (ii) the “approximately 120 markets in the U.S.,” “25 largest markets in the U.S.” and “Nielsen Designated Market Areas” are based, in whole or in part, on Nielsen Media Research’s 2025 Designated Market Area rankings.*

### Overview

OUTFRONT Media is a real estate investment trust (“REIT”), which provides advertising space (“displays”) on out-of-home advertising structures and sites in the United States (the “U.S.”). We currently manage our operations through two reportable operating segments—(1) *Billboard* and (2) *Transit*. Prior to its sale, our Canadian operations comprised our International operating segment, which did not meet the criteria to be a reportable segment and accordingly, was included in *Other*. Historical operating results of our Canadian operations are included in *Other* (see Note 18. *Segment Information* to the Consolidated Financial Statements) through the date of sale.

On June 7, 2024, we sold all of our equity interests in Outdoor Systems Americas ULC and its subsidiaries (the “Transaction”), which held all of the assets of the Company’s outdoor advertising business in Canada (the “Canadian Business”). (See Note 13. *Acquisitions and Dispositions: Dispositions* to the Consolidated Financial Statements.)

#### Business

We are one of the largest providers of advertising space on out-of-home advertising structures and sites across the U.S. Our inventory consists of billboard displays, which are primarily located on the most heavily traveled highways and roadways in top Nielsen Designated Market Areas (“DMAs”), and transit advertising displays operated under exclusive multi-year contracts with municipalities in large cities across the U.S. In total, we have displays in approximately 120 markets across the U.S., including the 25 largest markets in the U.S. Our top market, high profile location focused portfolio includes sites in and around both Grand Central Station and Times Square in New York, various locations along Sunset Boulevard in Los Angeles, and the Bay Bridge in San Francisco. The breadth and depth of our portfolio provides our customers with a range of options to address their marketing objectives, from national, brand-building campaigns to hyper-local campaigns that drive customers to the advertiser’s website or retail location “one mile down the road.”

In addition to providing location-based displays, we also focus on delivering mass and targeted audiences to our customers. Geopath, the out-of-home advertising industry’s audience measurement system, enables us to build campaigns based on the size and demographic composition of audiences. As part of our technology platform, we are developing solutions for enhanced demographic and location targeting, and engaging ways to connect with consumers on-the-go.

We believe out-of-home continues to be an attractive form of advertising, as our displays are always viewable and cannot be turned off, skipped, blocked or fast-forwarded. Further, out-of-home advertising can be an effective “stand-alone” medium, as well as an integral part of a campaign to reach audiences using multiple forms of media, including television, radio, print, online, mobile and social media advertising platforms. We provide our customers with a differentiated advertising solution at an attractive price point relative to other forms of advertising. In addition to leasing displays, we provide other value-added services to our customers, such as pre-campaign category research, consumer insights, print production, creative services and post-campaign tracking and analytics.

#### Economic Environment

Our revenues and operating results are sensitive to fluctuations in advertising expenditures, general economic conditions and other external events beyond our control, such as supply chain disruptions, inflationary price increases, changes in governmental fiscal and trade policies (such as tariffs), pandemics like the COVID-19 pandemic, industry shutdowns or slowdowns (including due to labor strikes), extraordinary weather events (such as hurricanes and wildfires), and shifts in market demographics and transportation patterns (including reductions in foot traffic, roadway traffic, commuting, transit ridership and overall target audiences due to remote work, safety concerns or otherwise), among other things. These sensitivities may adversely impact our revenues and operating results on a consolidated basis and/or may have a disproportionate adverse impact on our Transit segment.

We rely on third parties to manufacture, transport and install our digital displays, and provide programmatic and direct sale advertising platform technologies for our digital display inventory. Historically, we have experienced delays and price increases with respect to certain of our digital displays due to external events beyond our control. If we experience delays and/or price increases in the future, it could have an adverse effect on our business, financial condition and results of operations.

Historically, we have experienced inflationary increases with respect to some of our posting, maintenance and other expenses, some of our corporate expenses, and our interest expense. Our billboard property lease expenses and transit franchise expenses have been less impacted by inflation due to the long-term nature of most of our operating leases and transit franchise agreements. However, our transit franchise agreements that contain inflationary price adjustments may cause increases in our transit franchise expenses in the over the remaining terms of the agreements. Though the Company cannot reasonably estimate the full impact of inflationary increases on our business, financial condition and results of operations at this time, a portion of these increases may be fully or partially offset by increases in advertising rates on our displays and cost efficiencies.

On June 23, 2025, we announced a restructuring and reduction in force plan (the “Plan”) intended to achieve the Company’s strategic goals of increasing sales demand, enhancing customer experience, optimizing internal cost efficiencies, and realigning its organization. The Plan provides for a reduction of the Company’s workforce by approximately 120 employees, or 6% of the Company’s total employees as of June 23, 2025. As of June 30, 2025, all reductions have been completed. In the three months ended June 30, 2025, we recorded restructuring charges of approximately $19.8 million associated with the Plan, consisting of severance payments, employee benefits and related costs, and professional fees, of which $8.2 million was recorded in *Billboard*, $3.6 million was recorded in *Transit* and $8.0 million was recorded in Corporate. These charges consist of approximately $14.3 million of future cash expenditures, the majority of which will be made over the next twelve months, and approximately $2.2 million in non-cash charges for stock-based compensation. Accordingly, as of June 30, 2025, approximately $14.3 million in restructuring reserves remained outstanding and is included in *Other current liabilities* on the Consolidated Statement of Financial Position. The Company may incur other charges or cash expenditures not currently contemplated due to unanticipated events that may occur in connection with the implementation of the Plan.

#### Business Environment

The outdoor advertising industry is fragmented, consisting of several companies operating on a national basis, as well as hundreds of smaller regional and local companies operating a limited number of displays in a single or a few local geographic markets. We compete with these companies for both customers and structure and display locations. We also compete with other media, including online, mobile and social media advertising platforms and traditional advertising platforms (such as television, radio, print and direct mail marketers). In addition, we compete with a wide variety of out-of-home media, including advertising in shopping centers, airports, movie theaters, supermarkets and taxis.

Increasing the number of digital displays in our prime audience locations is an important element of our organic growth strategy, as digital displays have the potential to attract additional business from both new and existing customers. We believe digital displays are attractive to our customers because they allow for the development of richer and more visually engaging messages, provide our customers with the flexibility both to target audiences and to quickly launch new advertising campaigns, and eliminate or greatly reduce print production and installation costs. In addition, digital displays enable us to run multiple advertisements on each display. Digital billboard displays generate approximately four to five times more revenue per display on average than comparable traditional static billboard displays. Digital billboard displays also incur, on average, approximately two to four times more costs, including higher variable costs associated with the increase in revenue than comparable traditional static billboard displays. As a result, digital billboard displays generate higher profits and cash flows than comparable traditional static billboard displays.

We have deployed state-of-the-art digital transit displays in connection with several transit franchises we operate and we expect to continue these deployments over the coming years, but at a slower pace than our historical deployments. Revenues generated on our network of digital transit displays are generally higher than revenues generated on a comparable portfolio of our static transit displays.

We have incurred, and we intend to incur, significant equipment deployment costs and capital expenditures, in the coming years to continue increasing the number of digital displays in our portfolio. However, we expect our annual equipment deployment cost spending with respect to the New York Metropolitan Transportation Authority (the “MTA”) transit franchise will decline now that we have substantially completed our initial deployment during 2024.

During the six months ended June 30, 2025, we built or converted 48 new digital billboard displays and entered into marketing arrangements to sell advertising on 4 third-party digital billboard displays. In the six months ended June 30, 2025, we built, converted or replaced 1,009 digital transit displays. The following table sets forth information regarding our digital displays.

| Location | Digital Revenues (in millions) for the Six Months Ended June 30, 2025(a) Digital Billboard | Digital Transit | Total Digital Revenues | Number of Digital Displays as of June 30, 2025(a) Digital Billboard Displays | Digital Transit Displays | Total Digital Displays |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| United States | $199.5 | $85.5 | $285.0 | 1,869 | 29,385 | 31,254 |

(a) Digital display amounts include 6,494 displays reserved for transit agency use. Our number of digital displays is impacted by acquisitions, dispositions, management agreements, the net effect of new and lost billboards, and the net effect of won and lost franchises in the period.

Our revenues and profits fluctuate due to seasonal advertising patterns and influences on advertising markets. Typically, our revenues and profits are highest in the fourth quarter, during the holiday shopping season, and lowest in the first quarter, as advertisers adjust their spending following the holiday shopping season. As described above, our revenues and profits also fluctuate due to external events beyond our control.

During the three months ended June 30, 2025, our largest categories of advertisers were entertainment, retail and legal services/lawyers, each of which represented 16%, 11% and 10% of our total revenues from our *Billboard* and *Transit* segments, respectively. During the three months ended June 30, 2024, our largest categories of advertisers were entertainment, retail and health/medical, each of which represented 18%, 11% and 8% of our total revenues from our *Billboard* and *Transit* segments, respectively. During the six months ended June 30, 2025, our largest categories of advertisers were entertainment, retail and legal services/lawyers, each of which represented 18%, 11% and 10% of our total revenues from our *Billboard* and *Transit* segments, respectively. During the six months ended June 30, 2024, our largest categories of advertisers were entertainment, retail and health/medical, each of which represented 19%, 11% and 9% of our total revenues from our *Billboard* and *Transit* segments, respectively.

Our large-scale portfolio allows our customers to reach a national audience and also provides the flexibility to tailor campaigns to specific regions or markets. We generated approximately 42% of our total revenues from our *Billboard* and *Transit* segments from enterprise (formerly known as national) advertising campaigns in the three months ended June 30, 2025, compared to approximately 43% in the same prior-year period. We generated approximately 42% of our total revenues from our *Billboard* and *Transit* segments from enterprise (formerly known as national) advertising campaigns in the six months ended June 30, 2025, compared to approximately 42% in the same prior-year period.

Our transit businesses require us to periodically obtain and renew contracts with municipalities and other governmental entities. When these contracts expire, we generally must participate in highly competitive bidding processes in order to obtain or renew contracts.

### Key Performance Indicators

Our management reviews our performance by focusing on the indicators described below.

Several of our key performance indicators are not prepared in conformity with Generally Accepted Accounting Principles in the United States of America (“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.

*(in millions, except percentages)*

|  | Three Months Ended June 30,% 2025 | 2024 | Change | Six Months Ended June 30,% 2025 | 2024 | Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenues | $460.2 | $477.3 | (4)% | $850.9 | $885.8 | (4)% |
| Organic revenues(a)(b) | 460.2 | 461.0 | — | 850.9 | 850.9 | — |
| Operating income | 56.2 | 229.1 | (75) | 70.1 | 243.1 | (71) |
| Adjusted OIBDA(b) | 124.1 | 126.0 | (2) | 188.3 | 192.5 | (2) |
| Adjusted OIBDA(b) margin | 27.0% | 26.4% |  | 22.1% | 21.7% |  |
| Net income (loss) attributable to OUTFRONT Media Inc. | 19.5 | 176.8 | (89) | (1.1) | 149.6 | (101) |
| Funds from operations (“FFO”)(b) attributable to OUTFRONT Media Inc. | 70.4 | 83.8 | (16) | 96.9 | 106.1 | (9) |
| Adjusted FFO (“AFFO”)(b) attributable to OUTFRONT Media Inc. | 85.3 | 84.8 | 1 | 109.2 | 108.0 | 1 |

(a) Organic revenues exclude revenues associated with the impact of the Transaction (“non-organic revenues”). We provide organic revenues to understand the underlying growth rate of revenue excluding the impact of non-organic revenue items. Our management believes organic revenues are useful to users of our financial data because it enables them to better understand the level of growth of our business period to period. Since organic revenues are not calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, revenues as an indicator of operating performance. Organic revenues, as we calculate it, may not be comparable to similarly titled measures employed by other companies.

(b) See the “Reconciliation of Non-GAAP Financial Measures” and “Revenues” sections of this MD&A for reconciliations of *Operating income (loss)* to *Operating income (loss)* before *Depreciation, Amortization, Net (gain) loss on dispositions, Stock-based compensation, Restructuring charges* and *Impairment charges (“*Adjusted OIBDA”) *Net income (loss) attributable to OUTFRONT Media Inc.* to FFO attributable to OUTFRONT Media Inc. and AFFO attributable to OUTFRONT Media Inc., and *Revenues* to organic revenues.

### Analysis of Results of Operations

#### Revenues

We derive *Revenues* primarily from providing advertising space to customers on our advertising structures and sites. Our traditional contracts with customers generally cover periods ranging from four weeks to one year. Revenues from billboard displays are recognized as rental income on a straight-line basis over the contract term. Transit display revenues are recognized based on the level of units displayed in proportion to the total units to be displayed over the contract period. Billboard display and Transit display revenues generated from programmatic advertising platforms are recognized as rental income as the related advertisement is displayed. Billboard and Transit display revenues derived from impression-based sales contracts fulfilled on direct sales advertising platforms are recognized as revenue over the contract period based pro-rata on the number of impressions delivered in proportion to the total number of impressions to be delivered. Revenues generated from programmatic advertising platforms are based on agreements with the platforms, rather than direct contracts with individual advertisers. (See Note 11. *Revenues* to the Consolidated Financial Statements.)

*(in millions, except percentages)*

|  | Three Months Ended June 30,% 2025 | 2024 | Change | Six Months Ended June 30,% 2025 | 2024 | Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Total revenues | $460.2 | $477.3 | (4)% | $850.9 | $885.8 | (4)% |
| Organic revenues(a) | $460.2 | $461.0 | — | $850.9 | $850.9 | — |
| Non-organic revenues | — | 16.3 | \* | — | 34.9 | \* |
| Total revenues | $460.2 | $477.3 | (4) | $850.9 | $885.8 | (4) |

\* Calculation is not meaningful.

(a) Organic revenues exclude revenues associated with the impact of the Transaction (“non-organic revenues”).

Total revenues decreased $17.1 million, or 4%, and organic revenues decreased $0.8 million in the three months ended June 30, 2025, compared to the same prior-year period. Total revenues decreased $34.9 million, or 4%, and organic revenues of $850.9 million in the six months ended June 30, 2025, was comparable to the same prior-year period.

In the three and six months ended June 30, 2024, non-organic revenues reflect the impact of the Transaction.

#### Expenses

*(in millions, except percentages)*

| Expenses: | Three Months Ended June 30,% 2025 | 2024 | Change | Six Months Ended June 30,% 2025 | 2024 | Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Operating | $231.5 | $239.8 | (3)% | $452.8 | $478.5 | (5)% |
| Selling, general and administrative | 110.6 | 119.1 | (7) | 225.3 | 229.6 | (2) |
| Restructuring charges | 19.8 | — | \* | 19.8 | — | \* |
| Net (gain) loss on dispositions | 1.1 | (155.2) | \* | 1.2 | (155.1) | \* |
| Impairment charges | — | 8.8 | \* | — | 17.9 | \* |
| Depreciation | 23.6 | 18.4 | 28 | 47.2 | 36.9 | 28 |
| Amortization | 17.4 | 17.3 | 1 | 34.5 | 34.9 | (1) |
| Total expenses | $404.0 | $248.2 | 63 | $780.8 | $642.7 | 21 |

\* Calculation is not meaningful.

#### Operating Expenses

*(in millions, except percentages)*

| Operating expenses: | Three Months Ended June 30,% 2025 | 2024 | Change | Six Months Ended June 30,% 2025 | 2024 | Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Billboard property lease | $111.8 | $122.2 | (9)% | $221.0 | $243.9 | (9)% |
| Transit franchise | 62.8 | 60.5 | 4 | 120.8 | 119.5 | 1 |
| Posting, maintenance and other | 56.9 | 57.1 | — | 111.0 | 115.1 | (4) |
| Total operating expenses | $231.5 | $239.8 | (3) | $452.8 | $478.5 | (5) |

Billboard property lease expenses represented 24% of total revenues in the three months ended June 30, 2025, 26% in the three months ended June 30, 2024, 26% of total revenues in the six months ended June 30, 2025, and 28% in the six months ended June 30, 2024. The decreases in billboard property lease expenses as a percentage of total revenues in the three and six months ended June 30, 2025, compared to the same prior-year periods were primarily due to lower variable billboard property lease costs driven by higher relative revenue performance in advertising markets that have lower variable billboard property lease costs and lower revenue performance in advertising markets that have higher variable billboard property lease costs (see Note 5. *Leases* to the Consolidated Financial Statements) and the impact of lost billboards.

Billboard property lease expenses decreased $10.4 million, or 9%, in the three months ended June 30, 2025, compared to the same prior-year period. Billboard property lease expenses decreased $22.9 million, or 9%, in the six months ended June 30, 2025, compared to the same prior-year period. The decreases were primarily due to lost billboards, the impact of the Transaction and lower variable billboard property lease expenses.

Transit franchise expenses represented 14% of total revenues in the three months ended June 30, 2025, and 13% in the three months ended June 30, 2024. Transit franchise expenses represented 14% of total revenues in the six months ended June 30, 2025, and 13% in the six months ended June 30, 2024. The increases in transit franchise expenses, as a percentage of total revenues in the three and six months ended June 30, 2025, compared to the same prior-year periods, were primarily driven by higher guaranteed minimum annual payments to the MTA due to inflation, lower *Billboard* revenues and the impact of the Transaction.

Transit franchise expenses increased $2.3 million, or 4%, in the three months ended June 30, 2025, compared to the same prior-year period and increased $1.3 million, or 1%, in the six months ended June 30, 2025, compared to the same prior-year period. The increases were primarily due to higher guaranteed minimum annual payments to the MTA due to inflation and the impact of the Transaction.

Posting, maintenance and other expenses, as a percentage of total revenues, were 12% in each of the three months ended June 30, 2025 and 2024, 13% in each of the six months ended June 30, 2025 and 2024. Posting, maintenance and other expenses decreased $0.2 million in the three months ended June 30, 2025, compared to the same prior-year period. Posting, maintenance and other expenses decreased $4.1 million, or 4%, in the six months ended June 30, 2025, compared to the same prior-year period. The decreases were primarily due to the impact of the Transaction, partially offset by higher materials costs driven by higher third-party equipment sales.

#### Selling, General and Administrative Expenses (“SG&A”)

SG&A expenses decreased $8.5 million, or 7%, in the three months ended June 30, 2025, compared to the same prior-year period, primarily due to the impact of the Transaction, lower compensation-related expenses, including severance and salaries, partially offset by the impact of market fluctuations on an unfunded equity-linked retirement plan offered by the Company to certain employees and higher professional fees, as a result of a management consulting project. SG&A expenses decreased $4.3 million, or 2%, in the six months ended June 30, 2025, compared to the same prior-year period, primarily due to the impact of the Transaction and lower compensation-related expenses, including severance and salaries, partially offset by higher professional fees, as a result of a management consulting project. We expect SG&A expenses to decline for the remainder of 2025 and the first half of 2026 compared to the prior-year periods as a result of the Plan implemented in the second quarter of 2025. We will continue to evaluate additional methods to lower SG&A expenses.

#### Restructuring Charges

In the three months ended June 30, 2025, we recorded restructuring charges of approximately $19.8 million associated with the Plan, consisting of severance payments, employee benefits and related costs, and professional fees. The restructuring charges include approximately $2.2 million in non-cash charges for stock-based compensation.

#### Net (Gain) Loss on Dispositions

*Net loss on dispositions* was $1.1 million in the three months ended June 30, 2025, compared to a *Net gain on dispositions* of $155.2 million in the three months ended June 30, 2024, due primarily to the Transaction. *Net loss on dispositions* was $1.2 million in the six months ended June 30, 2025, compared to a *Net gain on dispositions* of $155.1 million in the six months ended June 30, 2024, due primarily to the Transaction.

#### Impairment Charges

As a result of negative aggregate undiscounted cash flow forecasts related to our MTA asset group, we performed quarterly impairment analyses on the MTA asset group during the six months ended June 30, 2024. We recorded impairment charges of $8.8 million in the three months ended June 30, 2024, and $17.9 million in the six months ended June 30, 2024, representing additional MTA equipment deployment cost spending during the periods (see Note 4. *Intangible Assets* to the Consolidated Financial Statements). No impairment charges were recorded during the three and six months ended June 30, 2025.

#### Depreciation

*Depreciation* increased $5.2 million, or 28%, in the three months ended June 30, 2025, compared to the same prior-year period. *Depreciation* increased $10.3 million, or 28%, in the six months ended June 30, 2025, compared to the same prior-year period. The increases were due primarily to higher depreciation related to the change in estimated useful life of certain advertising displays.

#### Amortization

*Amortization* increased $0.1 million, or 1%, in the three months ended June 30, 2025, compared to the same prior-year period, and decreased $0.4 million, or 1%, in the six months ended June 30, 2025, compared to the same prior-year period.

#### Interest Expense, Net

*Interest expense, net,* was $36.5 million (including $1.5 million of deferred financing costs) in the three months ended June 30, 2025, and $41.1 million (including $1.5 million of deferred financing costs) in the same prior-year period. *Interest expense, net,* decreased in the three months ended June 30, 2025, compared to the same prior-year period, primarily due to a lower average debt balance and lower interest rates. *Interest expense, net,* was $72.5 million (including $3.0 million of deferred financing costs) in the six months ended June 30, 2025, and $82.5 million (including $3.1 million of deferred financing costs) in the same prior-year period. *Interest expense, net,* decreased in the six months ended June 30, 2025, compared to the same prior-year period, primarily due to a lower average debt balance and lower interest rates.

#### Loss on Extinguishment of Debt

In the three and six months ended June 30, 2024, we recorded a loss on extinguishment of debt of $1.2 million, relating to the write-off of deferred financing costs and a portion of the discount on the Term Loan (as defined below), due to prepayments on the Term Loan.

#### Provision for Income Taxes

*Provision for income taxes* decreased $10.9 million, or 98%, in the three months ended June 30, 2025, compared to the same prior-year period, due primarily to the impact of the Transaction. *Provision for income taxes* decreased $9.9 million, or 93%, in the six months ended June 30, 2025, compared to the same prior-year period, due primarily to the impact of the Transaction.

#### Net Income (Loss)

*Net income before allocation to redeemable and non-redeemable noncontrolling interests* decreased $157.5 million, or 89%, in the three months ended June 30, 2025, compared the same prior-year period, primarily driven by a gain on disposition related to the Transaction in 2024 and restructuring charges incurred in 2025, partially offset by impairment charges incurred in 2024. *Net loss before allocation to redeemable and non-redeemable noncontrolling interests* was $1.2 million in the six months ended June 30, 2025, compared to *Net income before allocation to redeemable and non-redeemable noncontrolling interests* of $149.9 million in the same prior-year period, primarily driven by a gain on disposition related to the Transaction in 2024 and restructuring charges in 2025, partially offset by impairment charges incurred in 2024.

#### Reconciliation of Non-GAAP Financial Measures

#### Adjusted OIBDA

We calculate Adjusted OIBDA as operating income (loss) before depreciation, amortization, net (gain) loss on dispositions, stock-based compensation, restructuring charges and impairment charges. We calculate Adjusted OIBDA margin by dividing Adjusted OIBDA by total revenues. Adjusted OIBDA and Adjusted OIBDA margin are among the primary measures we use for managing our business, evaluating our operating performance and planning and forecasting future periods, as each is an important indicator of our operational strength and business performance. Our management believes users of our financial data are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing, planning and executing our business strategy. Our management also believes that the presentations of Adjusted OIBDA and Adjusted OIBDA margin, as supplemental measures, are useful in evaluating our business because eliminating certain non-comparable items highlight operational trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures. It is management’s opinion that these supplemental measures provide users of our financial data with an important perspective on our operating performance and also make it easier for users of our financial data to compare our results with other companies that have different financing and capital structures or tax rates.

#### FFO and AFFO

When used herein, references to “FFO” and “AFFO” mean “FFO attributable to OUTFRONT Media Inc.” and “AFFO attributable to OUTFRONT Media Inc.,” respectively. We calculate FFO in accordance with the definition established by the National Association of Real Estate Investment Trusts (“NAREIT”). FFO reflects net income (loss) attributable to OUTFRONT Media Inc. adjusted to exclude gains and losses from the sale of real estate assets, impairment charges, depreciation and amortization of real estate assets, amortization of direct lease acquisition costs and the same adjustments for our equity-based investments and redeemable and non-redeemable noncontrolling interests, as well as the related income tax effect of adjustments, as applicable. We calculate AFFO as FFO adjusted to include cash paid for direct lease acquisition costs as such costs are generally amortized over a period ranging from four weeks to one year and therefore are incurred on a regular basis. AFFO also includes cash paid for maintenance capital expenditures since these are routine uses of cash that are necessary for our operations. In addition, AFFO excludes restructuring charges and losses on extinguishment of debt, as well as certain non-cash items, including non-real estate depreciation and amortization, impairment charges on non-real estate assets, stock-based compensation expense, accretion expense, the non-cash effect of straight-line rent, amortization of deferred financing costs and the same adjustments for our redeemable and non-redeemable noncontrolling interests, along with the non-cash portion of income taxes, and the related income tax effect of adjustments, as applicable. We use FFO and AFFO measures for managing our business and for planning and forecasting future periods, and each is an important indicator of our operational strength and business performance, especially compared to other REITs. Our management believes users of our financial data are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in managing, planning and executing our business strategy. Our management also believes that the presentations of FFO and AFFO, as supplemental measures, are useful in evaluating our business because adjusting results to reflect items that have more bearing on the operating performance of REITs highlight trends in our business that may not otherwise be apparent when relying solely on GAAP financial measures. It is management’s opinion that these supplemental measures provide users of our financial data with an important perspective on our operating performance and also make it easier to compare our results to other companies in our industry, as well as to REITs.

Since Adjusted OIBDA, Adjusted OIBDA margin, FFO and AFFO are not measures calculated in accordance with GAAP, they should not be considered in isolation of, or as a substitute for, operating income (loss), net income (loss) attributable to OUTFRONT Media Inc., and revenues, the most directly comparable GAAP financial measures, as indicators of operating performance. These measures, as we calculate them, may not be comparable to similarly titled measures employed by other companies. In addition, these measures do not necessarily represent funds available for discretionary use and are not necessarily a measure of our ability to fund our cash needs.

The following table reconciles *Operating income* to Adjusted OIBDA, and *Net loss attributable to OUTFRONT Media Inc.* to FFO attributable to OUTFRONT Media Inc. and AFFO attributable to OUTFRONT Media Inc.

*(in millions, except percentages)*

|  | Three Months Ended June 30, 2025 | 2024 | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Total revenues | $460.2 | $477.3 | $850.9 | $885.8 |
| Operating income | $56.2 | $229.1 | $70.1 | $243.1 |
| Restructuring charges(a) | 19.8 | — | 19.8 | — |
| Net (gain) loss on dispositions | 1.1 | (155.2) | 1.2 | (155.1) |
| Impairment charges | — | 8.8 | — | 17.9 |
| Depreciation | 23.6 | 18.4 | 47.2 | 36.9 |
| Amortization | 17.4 | 17.3 | 34.5 | 34.9 |
| Stock-based compensation | 6.0 | 7.6 | 15.5 | 14.8 |
| Adjusted OIBDA | $124.1 | $126.0 | $188.3 | $192.5 |
| Adjusted OIBDA margin | 27.0% | 26.4% | 22.1% | 21.7% |
| Net income (loss) attributable to OUTFRONT Media Inc. | $19.5 | $176.8 | $(1.1) | $149.6 |
| Depreciation of billboard advertising structures | 19.2 | 13.5 | 38.0 | 27.1 |
| Amortization of real estate-related intangible assets | 15.0 | 15.9 | 30.1 | 32.0 |
| Amortization of direct lease acquisition costs | 15.6 | 16.0 | 28.8 | 29.1 |
| Net loss on disposition of real estate assets | 1.1 | (155.2) | 1.2 | (155.1) |
| Impairment charges(b) | — | 6.4 | — | 13.1 |
| Adjustment related to redeemable and non-redeemable noncontrolling interests | — | (0.1) | (0.1) | (0.2) |
| Income tax effect of adjustments(c) | — | 10.5 | — | 10.5 |
| FFO attributable to OUTFRONT Media Inc. | 70.4 | 83.8 | 96.9 | 106.1 |
| Non-cash portion of income taxes | (1.2) | (0.5) | (0.7) | (1.1) |
| Cash paid for direct lease acquisition costs | (13.4) | (13.4) | (29.8) | (28.7) |
| Maintenance capital expenditures | (7.0) | (7.7) | (13.3) | (12.4) |
| Restructuring charges(a) | 19.8 | — | 19.8 | — |
| Other depreciation | 4.4 | 4.9 | 9.2 | 9.8 |
| Other amortization | 2.4 | 1.4 | 4.4 | 2.9 |
| Impairment charges on non-real estate assets(b) | — | 2.4 | — | 4.8 |
| Stock-based compensation | 6.0 | 7.6 | 15.5 | 14.8 |
| Non-cash effect of straight-line rent | 2.4 | 2.9 | 3.5 | 6.0 |
| Accretion expense | 0.7 | 0.7 | 1.4 | 1.5 |
| Amortization of deferred financing costs | 1.5 | 1.5 | 3.0 | 3.1 |
| Loss on extinguishment of debt | — | 1.2 | — | 1.2 |
| Income tax effect of adjustments(c) | (0.7) | — | (0.7) | — |
| AFFO attributable to OUTFRONT Media Inc. | $85.3 | $84.8 | $109.2 | $108.0 |

(a) In the three and six months ended June 30, 2025, *Restructuring charges* associated with the Plan, consists of severance payments, employee benefits and related costs, and professional fees, and includes approximately $2.2 million in non-cash charges for stock-based compensation.

(b) Primarily *Impairment charges* related to our Transit reporting unit and MTA asset group (see Note 4. *Intangible Assets* to the Consolidated Financial Statements).

(c) Income tax effect related to *Restructuring charges* in 2025 and Net gain on disposition of real estate assets in 2024.

FFO attributable to OUTFRONT Media Inc. decreased $13.4 million, or 16%, in the three months ended June 30, 2025, compared to the same prior-year period, due primarily to restructuring charges in 2025 and higher depreciation expense, partially offset by lower interest expense and the impact of impairment charges in 2024. AFFO attributable to OUTFRONT

Media Inc. increased $0.5 million, or 1%, in the three months ended June 30, 2025, compared to the same prior-year period, due primarily to lower interest expense and lower maintenance capital expenditures, partially offset by lower Adjusted OIBDA, lower non-cash effect of straight-line rent and lower other income. FFO attributable to OUTFRONT Media Inc. decreased $9.2 million, or 9%, in the six months ended June 30, 2025, compared to the same prior-year period, due primarily to restructuring charges in 2025 and higher depreciation expense, partially offset by lower interest expense and the impact of impairment charges in 2024. AFFO attributable to OUTFRONT Media Inc. increased $1.2 million, or 1%, in the six months ended June 30, 2025, compared to the same prior-year period, due primarily to lower interest expense and higher equity earnings, partially offset by lower Adjusted OIBDA, lower non-cash effect of straight-line rent, higher maintenance capital expenditures and lower other income.

### Segment Results of Operations

We present Adjusted OIBDA as the primary measure of profit and loss for our reportable segments. (See the “Key Performance Indicators” section of this MD&A and Note 18. *Segment Information* to the Consolidated Financial Statements.)

We currently manage our operations through two reportable operating segments—(1) *Billboard* and (2) *Transit*. Prior to its sale, our Canadian operations comprised our International operating segment, which did not meet the criteria to be a reportable segment and accordingly, was included in *Other*. Historical operating results of our Canadian operations are included in *Other* (see Note 18. *Segment Information* to the Consolidated Financial Statements) through the date of sale. Also included in *Other* are operating results for third-party digital equipment sales.

The following table presents our *Revenues*, Adjusted OIBDA and *Operating income* by segment in the three and six months ended June 30, 2025 and 2024.

*(in millions)*

| Revenues: | Three Months Ended June 30, 2025 | 2024 | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: | ---: | ---: |
| Billboard | $351.3 | $360.2 | $662.0 | $674.1 |
| Transit | 106.3 | 100.7 | 184.0 | 176.4 |
| Other | 2.6 | 16.4 | 4.9 | 35.3 |
| Total revenues | $460.2 | $477.3 | $850.9 | $885.8 |
| Operating income | $56.2 | $229.1 | $70.1 | $243.1 |
| Restructuring charges(a) | 19.8 | — | 19.8 | — |
| Net (gain) loss on dispositions | 1.1 | (155.2) | 1.2 | (155.1) |
| Impairment charges | — | 8.8 | — | 17.9 |
| Depreciation | 23.6 | 18.4 | 47.2 | 36.9 |
| Amortization | 17.4 | 17.3 | 34.5 | 34.9 |
| Stock-based compensation(b) | 6.0 | 7.6 | 15.5 | 14.8 |
| Total Adjusted OIBDA | $124.1 | $126.0 | $188.3 | $192.5 |
| Adjusted OIBDA: |  |  |  |  |
| Billboard | $134.4 | $136.0 | $233.4 | $233.1 |
| Transit | 7.2 | 4.5 | (7.0) | (10.8) |
| Other | 0.5 | 1.6 | 1.0 | 2.5 |
| Corporate | (18.0) | (16.1) | (39.1) | (32.3) |
| Total Adjusted OIBDA | $124.1 | $126.0 | $188.3 | $192.5 |
| Operating income (loss): |  |  |  |  |
| Billboard | $88.6 | $102.7 | $149.6 | $166.4 |
| Transit | (0.9) | (6.8) | (17.9) | (34.0) |
| Other | 0.5 | 156.9 | 1.0 | 157.8 |
| Corporate | (32.0) | (23.7) | (62.6) | (47.1) |
| Total operating income | $56.2 | $229.1 | $70.1 | $243.1 |

(a) In the three and six months ended June 30, 2025, *Restructuring charges* associated with the Plan, consists of severance payments, employee benefits and related costs, and professional fees, and includes approximately $2.2 million in non-cash charges for stock-based compensation.

(b) Stock-based compensation is classified as Corporate expense.

#### Billboard

*(in millions, except percentages)*

|  | Three Months Ended June 30,% 2025 | 2024 | Change | Six Months Ended June 30,% 2025 | 2024 | Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Operating income | $88.6 | $102.7 | (14)% | $149.6 | $166.4 | (10)% |
| Restructuring charges | 8.2 | — | \* | 8.2 | — | \* |
| Net loss on dispositions | 1.2 | 0.1 | \* | 1.9 | 0.1 | \* |
| Depreciation | 20.7 | 16.7 | 24 | 42.3 | 33.4 | 27 |
| Amortization | 15.7 | 16.5 | (5) | 31.4 | 33.2 | (5) |
| Adjusted OIBDA | $134.4 | $136.0 | (1) | $233.4 | $233.1 | — |
| Revenues | $351.3 | $360.2 | (2) | $662.0 | $674.1 | (2) |
| Operating expenses: |  |  |  |  |  |  |
| Billboard property lease | $(111.8) | $(117.9) | (5) | (221.0) | (233.4) | (5) |
| Posting, maintenance and other | (36.7) | (35.6) | 3 | (72.4) | (72.2) | — |
| Total operating expenses | (148.5) | (153.5) | (3) | (293.4) | (305.6) | (4) |
| SG&A expenses | (68.4) | (70.7) | (3) | (135.2) | (135.4) | — |
| Adjusted OIBDA | $134.4 | $136.0 | (1) | $233.4 | $233.1 | — |
| Adjusted OIBDA margin | 38.3% | 37.8% |  | 35.3% | 34.6% |  |
| New York metropolitan area revenues as a percentage of Billboard segment revenues | 8% | 9% |  | 8% | 9% |  |
| Los Angeles metropolitan area revenues as a percentage of Billboard segment revenues | 14% | 15% |  | 15% | 15% |  |

\* Calculation is not meaningful.

*Billboard* segment revenues decreased $8.9 million, or 2%, in the three months ended June 30, 2025, compared to the same prior-year period. *Billboard* segment revenues decreased $12.1 million, or 2%, in the six months ended June 30, 2025, compared to the same prior-year period. The decreases were driven by the impact of lost billboards in the period, partially offset by higher proceeds from condemnations and an increase in average revenue per display (yield), including the impact of programmatic platforms on digital billboard revenues. We expect lost billboards to continue to adversely impact *Billboard* segment revenue performance throughout the remainder of 2025, particularly in the New York and Los Angeles metropolitan areas. We generated approximately 39% in the three months ended June 30, 2025, 40% in the three months ended June 30, 2024, 39% in the six months ended June 30, 2025, and 38% in the six months ended June 30, 2024, of our *Billboard* segment revenues from enterprise (formerly known as national) advertising campaigns.

*Billboard* segment property lease expenses represented 32% of *Billboard* segment revenues in the three months ended June 30, 2025, and 33% in the three months ended June 30, 2024, 33% of *Billboard* segment revenues in the six months ended June 30, 2025, and 35% in the six months ended June 30, 2024. *Billboard* segment property lease expenses decreased $6.1 million, or 5%, in the three months ended June 30, 2025, compared to same prior-year period. *Billboard* segment property lease expenses decreased $12.4 million, or 5%, in the six months ended June 30, 2025, compared to same prior-year period. The decreases were primarily driven by the impact of lost billboards and lower variable billboard property lease costs. We expect *Billboard* segment property lease expenses to decline throughout the remainder of 2025, compared to the same prior-year periods, as a result of lost billboards. *Billboard* segment posting maintenance and other expenses increased $1.1 million, or 3%, in the three months ended June 30, 2025, compared to the same prior-year period, primarily driven by higher production costs and higher compensation-related expenses. *Billboard* segment posting maintenance and other expenses increased $0.2 million in the six months ended June 30, 2025, compared to the same prior-year period, primarily driven by higher compensation-related expenses, partially offset by lower site-related costs.

SG&A expenses in the *Billboard* segment decreased $2.3 million, or 3%, in the three months ended June 30, 2025, compared to the same prior-year period, primarily driven by lower credit card usage by customers. SG&A expenses in the *Billboard* segment of $135.2 million in the six months ended June 30, 2025, was comparable to the same prior-year period, primarily driven by higher travel and entertainment expenses, higher professional fees and a higher provision for doubtful accounts, offset by lower credit card usage by customers and lower office expenses.

*Billboard* segment Adjusted OIBDA decreased $1.6 million, or 1%, in three months ended June 30, 2025, compared to the same prior-year period. *Billboard* segment Adjusted OIBDA decreased $0.3 million in six months ended June 30, 2025, compared to the same prior-year period. *Billboard* segment Adjusted OIBDA margin was 38.3% in the three months ended June 30, 2025, 37.8% in the three months ended June 30, 2024, 35.3% in the six months ended June 30, 2025, and 34.6% in the six months ended June 30, 2024.

#### Transit

*(in millions, except percentages)*

|  | Three Months Ended June 30, 2025 | 2024 | % Change 2025 | Six Months Ended June 30, 2024 |  | % Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Operating loss | $(0.9) | $(6.8) | (87)% | $(17.9) | $(34.0) | (47)% |
| Restructuring charges | 3.6 | — | \* | 3.6 | — | \* |
| Net (gain) loss on dispositions | (0.1) | — | \* | (0.7) | 0.1 | \* |
| Impairment charges | — | 8.8 | \* | — | 17.9 | \* |
| Depreciation | 2.9 | 1.7 | 71 | 4.9 | 3.5 | 40 |
| Amortization | 1.7 | 0.8 | 113 | 3.1 | 1.7 | 82 |
| Adjusted OIBDA | $7.2 | $4.5 | 60 | $(7.0) | $(10.8) | (35) |
| Revenues | $106.3 | $100.7 | 6 | $184.0 | $176.4 | 4 |
| Operating expenses: |  |  |  |  |  |  |
| Transit franchise | (62.8) | (59.7) | 5 | (120.8) | (117.7) | 3 |
| Posting, maintenance and other | (18.2) | (17.4) | 5 | (34.8) | (33.5) | 4 |
| Total operating expenses | (81.0) | (77.1) | 5 | (155.6) | (151.2) | 3 |
| SG&A expenses | (18.1) | (19.1) | (5) | (35.4) | (36.0) | (2) |
| Adjusted OIBDA | $7.2 | $4.5 | 60 | $(7.0) | $(10.8) | (35) |
| Adjusted OIBDA margin | 6.8% | 4.5% |  | (3.8)% | (6.1)% |  |
| New York metropolitan area revenues as a percentage of Transit segment revenues | 55% | 56% |  | 56% | 55% |  |
| Los Angeles metropolitan area revenues as a percentage of Transit segment revenues | 8% | 9% |  | 7% | 9% |  |

\* Calculation is not meaningful.

*Transit* segment revenues increased $5.6 million, or 6%, in three months ended June 30, 2025, compared to the same prior-year period. *Transit* segment revenues increased $7.6 million, or 4%, in six months ended June 30, 2025, compared to the same prior-year period. The increases were primarily due to an increase in average revenue per display (yield), partially offset by the impact of new and lost transit franchise contracts in the periods. We generated approximately 52% in the three months ended June 30, 2025, 53% in the three months ended June 30, 2024, 53% in the six months ended June 30, 2025 and 53% in the six months ended June 30, 2024, of our *Transit* segment revenues from enterprise (formerly known as national) advertising campaigns.

*Transit* segment franchise expenses represented 59% of *Transit* segment revenues in the three months ended June 30, 2025, 59% in the three months ended June 30, 2024, 66% in the six months ended June 30, 2025, and 67% in the six months ended June 30, 2024. *Transit* segment franchise expenses increased $3.1 million, or 5%, in three months ended June 30, 2025, compared to the same prior-year period. *Transit* segment franchise expenses increased $3.1 million, or 3%, in six months ended June 30, 2025, compared to the same prior-year period. The increases were primarily driven by higher guaranteed minimum annual payments to the MTA due to inflation and higher variable franchise expenses. *Transit* segment posting, maintenance and other expenses increased $0.8 million, or 5%, in the three months ended June 30, 2025, compared to the same prior-year period. *Transit* segment posting, maintenance and other expenses increased $1.3 million, or 4%, in the six months ended June 30, 2025, compared to the same prior-year period. The increases were primarily driven by higher maintenance and utility costs, and higher site-related costs, partially offset by lower posting and rotation costs.

SG&A expenses in the *Transit* segment decreased $1.0 million, or 5%, in the three months ended June 30, 2025, compared to the same prior-year period, primarily driven by lower compensation-related expenses and lower professional fees. SG&A expenses in the *Transit* segment decreased $0.6 million, or 2%, in the six months ended June 30, 2025, compared to the same prior-year period, primarily driven by lower compensation-related expenses.

We recorded impairment charges of $8.8 million in the three months ended June 30, 2024, and $17.9 million in the six months ended June 30, 2024, primarily related to impairment charges with respect to our MTA asset group and our historical Transit reporting unit (see Note 4. *Intangible Assets* to the Consolidated Financial Statements).

*Transit* segment Adjusted OIBDA increased $2.7 million, or 60%, in the three months ended June 30, 2025, compared to the same prior-year period, due primarily to a larger increase in *Transit* segment revenues compared to a smaller increase in *Transit* segment operating expenses. *Transit* segment Adjusted OIBDA loss decreased $3.8 million, or 35%, in the six months ended June 30, 2025, compared to the same prior-year period, due primarily to a larger increase in *Transit* segment revenues compared to a smaller increase in *Transit* segment operating expenses.

#### Other

*(in millions, except percentages)*

|  | Three Months Ended June 30,% 2025 | 2024 | Change | Six Months Ended June 30,% 2025 | 2024 | Change |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Operating income | $0.5 | $156.9 | (100)% | $1.0 | $157.8 | (99)% |
| Net gain on dispositions | — | (155.3) | \* | — | (155.3) | \* |
| Adjusted OIBDA | $0.5 | $1.6 | (69) | $1.0 | $2.5 | (60) |
| Revenues | $2.6 | $16.4 | (84) | $4.9 | $35.3 | (86) |
| Organic revenues(a): | $2.6 | $0.1 | \* | $4.9 | $0.4 | \* |
| Non-organic revenues | — | 16.3 | \* | — | 34.9 | \* |
| Total revenues | 2.6 | 16.4 | (84) | 4.9 | 35.3 | (86) |
| Operating expenses: |  |  |  |  |  |  |
| Billboard property lease | — | (4.3) | \* | — | (10.5) | \* |
| Transit Franchise | — | (0.8) | \* | — | (1.8) | \* |
| Posting, maintenance and other | (2.0) | (4.1) | (51) | (3.8) | (9.4) | (60) |
| Total operating expenses | (2.0) | (9.2) | (78) | (3.8) | (21.7) | (82) |
| SG&A expenses | (0.1) | (5.6) | (98) | (0.1) | (11.1) | (99) |
| Adjusted OIBDA | $0.5 | $1.6 | (69) | $1.0 | $2.5 | (60) |
| Adjusted OIBDA margin | 19.2% | 9.8% |  | 20.4% | 7.1% |  |

\* Calculation is not meaningful.

(a) Organic revenues exclude the impact of the Transaction (“non-organic revenues”).

Total *Other* revenues decreased $13.8 million, or 84%, in the three months ended June 30, 2025, compared to the same prior-year period, primarily driven by the impact of the Transaction, partially offset by an increase in third-party digital equipment sales. Total *Other* revenues decreased $30.4 million, or 86%, in the six months ended June 30, 2025, compared to the same prior-year period, primarily driven by the impact of the Transaction, partially offset by an increase in third-party digital equipment sales.

In the three and six months ended June 30, 2024, non-organic revenues reflect the impact of the Transaction.

Organic *Other* revenues increased $2.5 million in the three months ended June 30, 2025, compared to the same prior-year period, primarily driven by an increase in third-party digital equipment sales. Organic *Other* revenues increased $4.5 million in the six months ended June 30, 2025, compared to the same prior-year period, primarily driven by an increase in third-party digital equipment sales.

*Other* operating expenses decreased $7.2 million, or 78%, in the three months ended June 30, 2025, compared to the same prior-year period, primarily driven by the impact of the Transaction, partially offset by higher costs related to third-party digital equipment sales. *Other* operating expenses decreased $17.9 million, or 82%, in the six months ended June 30, 2025, compared to the same prior-year period, primarily driven by the impact of the Transaction, partially offset by higher costs related to third-party digital equipment sales. *Other* SG&A expenses decreased $5.5 million, or 98%, in the three months ended June 30, 2025, compared to the same prior-year period, primarily driven by the impact of the Transaction. *Other* SG&A expenses decreased $11.0 million, or 99%, in the six months ended June 30, 2025, compared to the same prior-year period, primarily driven by the impact of the Transaction.

*Other* Adjusted OIBDA decreased $1.1 million, or 69%, in the three months ended June 30, 2025, compared to the same prior-year period, due primarily to the impact of the Transaction, partially offset by an increase in third-party digital equipment sales. *Other* Adjusted OIBDA decreased $1.5 million, or 60%, in the six months ended June 30, 2025, compared to the same prior-year period, due primarily to the impact of the Transaction, partially offset by an increase in third-party digital equipment sales.

#### Corporate

Corporate expenses primarily include expenses associated with employees who provide centralized services. Corporate expenses, excluding restructuring charges and stock-based compensation, increased $1.9 million, or 12%, in the three months ended June 30, 2025, compared to the same prior-year period, primarily due to the impact of market fluctuations on an unfunded equity-linked retirement plan offered by the Company to certain employees and higher professional fees, including fees related to a management consulting project, partially offset by lower compensation-related expenses. Corporate expenses, excluding stock-based compensation, increased $6.8 million, or 21%, in the six months ended June 30, 2025, compared to the same prior-year period, primarily due to higher compensation-related expenses, including severance, and higher professional fees, including fees related to a management consulting project.

### Liquidity and Capital Resources

*(in millions, except percentages)*

| Assets: | As of June 30, 2025 | December 31, 2024 | % Change |
| --- | ---: | ---: | ---: |
| Cash and cash equivalents | $28.5 | $46.9 | (39)% |
| Receivables, less allowance ($21.0 in 2025 and $20.6 in 2024) | 299.6 | 305.3 | (2) |
| Prepaid lease and transit franchise costs | 2.8 | 4.0 | (30) |
| Other prepaid expenses | 14.2 | 17.8 | (20) |
| Other current assets | 10.0 | 11.8 | (15) |
| Total current assets | 355.1 | 385.8 | (8) |
| Liabilities: |  |  |  |
| Accounts payable | 40.6 | 51.4 | (21) |
| Accrued compensation | 48.9 | 56.7 | (14) |
| Accrued interest | 34.2 | 34.5 | (1) |
| Accrued lease and transit franchise costs | 66.3 | 82.8 | (20) |
| Other accrued expenses | 59.6 | 54.3 | 10 |
| Deferred revenues | 44.5 | 42.8 | 4 |
| Short-term debt | 70.0 | 10.0 | \* |
| Short-term operating lease liabilities | 178.6 | 168.7 | 6 |
| Other current liabilities | 37.8 | 19.6 | 93 |
| Total current liabilities | 580.5 | 520.8 | 11 |
| Working capital | $(225.4) | $(135.0) | 67 |

\* Calculation is not meaningful.

We continually project anticipated cash requirements for our operating, investing and financing needs as well as cash flows generated from operating activities available to meet these needs. Due to seasonal advertising patterns and influences on advertising markets, our revenues and operating income are typically highest in the fourth quarter, during the holiday shopping season, and lowest in the first quarter, as advertisers adjust their spending following the holiday shopping season. Further, certain of our municipal transit contracts require guaranteed minimum annual payments to be paid on a monthly or quarterly basis, as applicable.

Our short-term cash requirements primarily include payments for operating leases, guaranteed minimum annual payments, interest, capital expenditures, equipment deployment costs and dividends. Funding for short-term cash needs will come primarily from our cash on hand, operating cash flows, our ability to issue debt and equity securities, and borrowings under the Revolving Credit Facility (as defined below), the AR Facility (as defined below) or other credit facilities that we may establish, to the extent available.

In addition, as part of our growth strategy, we frequently evaluate strategic opportunities to acquire new businesses, assets or digital technology, directly or in connection with joint ventures (including buy/sell arrangements with joint venture partners) or in connection with other strategic transactions. Consistent with this strategy, we regularly evaluate potential acquisitions, ranging from small transactions to larger acquisitions, which transactions and transaction-related expenses will be funded through cash on hand, additional borrowings, equity or other securities, or some combination thereof.

Our long-term cash needs include principal payments on outstanding indebtedness and commitments related to operating leases and franchise and other agreements, including any related guaranteed minimum annual payments, and equipment deployment costs. Funding for long-term cash needs will come from our cash on hand, operating cash flows, our ability to issue debt and equity securities, and borrowings under the Revolving Credit Facility or other credit facilities that we may establish, to the extent available.

Although we have taken several actions to date to enhance our financial flexibility and increase our liquidity, our short-term and long-term cash needs and related funding capability may be adversely affected if cash on hand and operating cash flows decrease in 2025, and our ability to issue debt and equity securities and/or borrow under our existing or new credit facilities on reasonable pricing terms, or at all, may become uncertain. (See the “Overview” section of this MD&A.)

Working capital was a deficit of $225.4 million as of June 30, 2025, compared to a deficit of $135.0 million as of December 31, 2024, primarily driven by increased borrowings under the AR Facility, restructuring reserves recorded in June 2025 and a lower cash balance.

Under the current MTA agreement, which was amended in June 2020 and July 2021 and is subject to modification as agreed-upon by us and the MTA (as amended, the “MTA Agreement”):

- *Deployments*. We must deploy, over a number of years, (i) 5,433 digital advertising screens on subway and train platforms and entrances, (ii) 15,896 smaller-format digital advertising screens on rolling stock, and (iii) 9,283 MTA communications displays, which amounts are subject to the MTA’s ability to fulfill its pre-installation obligations under the MTA Agreement. We are also obligated to deploy certain additional digital advertising screens and MTA communications displays in subway and train stations and rolling stock that the MTA may build or acquire in the future (collectively, the “New Inventory”).
- *Recoupment of Equipment Deployment Costs.* We may retain incremental revenues that exceed an annual base revenue amount for the cost of deploying advertising and communications displays throughout the transit system. Recoupable MTA equipment deployment costs are recorded as *Prepaid MTA equipment deployment costs* and *Intangible assets* on our Consolidated Statement of Financial Position, and as these costs are recouped from incremental revenues that the MTA would otherwise be entitled to receive, *Prepaid MTA equipment deployment costs* will be reduced. If incremental revenues generated over the term of the agreement are not sufficient to cover all or a portion of the equipment deployment costs, the costs will not be recouped, which could have an adverse effect on our business, financial condition and results of operations, including impairment charges (see Note 4. *Intangible Assets* to the Consolidated Financial Statements). If we do not recoup all costs of deploying advertising and communications screens with respect to the New Inventory by the end of the term of the MTA Agreement, the MTA will be obligated to reimburse us for these costs. Deployment costs in an amount not to exceed $50.7 million, which are deemed authorized before December 31, 2020, will be paid directly by the MTA. For any deployment costs deemed authorized after December 31, 2020, the MTA and the Company will no longer be obligated to directly pay 70% and 30% of the costs, respectively, and these costs will be subject to recoupment in accordance with the MTA Agreement. We did not recoup any equipment deployment costs in the six months ended June 30, 2025. In addition, we currently do not expect to recoup any equipment deployment costs throughout the remainder of the Amended Term (as defined below) of the MTA Agreement. We expect our MTA equipment deployment costs to be approximately $35.0 million in 2025. We expect MTA equipment deployment costs to be approximately $30.0 million to $40.0 million annually throughout the remainder of the Amended Term (as defined below) of the MTA Agreement and encompass replacement costs.

Accordingly, we expect annual MTA equipment deployment costs will decline now that we have substantially completed our initial deployment during 2024.

- *Payments*. We must pay to the MTA the greater of a percentage of revenues or a guaranteed minimum annual payment. Our payment obligations with respect to guaranteed minimum annual payment amounts owed to the MTA resumed on January 1, 2021, in accordance with the terms of the MTA Agreement, and any guaranteed minimum annual payment amounts that would have been paid for the period from April 1, 2020 through December 31, 2020 (less any revenue share amounts actually paid during this period using an increased revenue share percentage of 65%) will instead be added in equal increments to the guaranteed minimum annual payment amounts owed for the period from January 1, 2022, through December 31, 2026. The MTA Agreement also provides that if prior to April 1, 2028 the balance of unrecovered costs of deploying advertising and communications screens throughout the transit system is equal to or less than zero, then in any year following the year in which such recoupment occurs (the “Recoupment Year”), the MTA is entitled to receive an additional payment equal to 2.5% of the annual base revenue amount for such year calculated in accordance with the MTA Agreement, provided that gross revenues in such year (i) were at least equal to the gross revenues generated in the Recoupment Year, and (ii) did not decline by more than 5% from the prior year.
- *Term*. In July 2021, we extended the initial 10-year term of the MTA Agreement to a 13-year base term (the “Amended Term”). We have the option to extend the Amended Term for an additional five-year period at the end of the Amended Term, subject to satisfying certain quantitative and qualitative conditions.

We may utilize cash on hand and/or incremental third-party financing to fund equipment deployment costs over the next couple of years. However, we cannot reasonably estimate the aggregate financing amount, if any, at this time. As of June 30, 2025, we have issued surety bonds in favor of the MTA totaling approximately $136.0 million, which amount is subject to change as equipment installations are completed and revenues are generated. We incurred $12.3 million related to MTA equipment deployment costs in the six months ended June 30, 2025 (which includes equipment deployment costs related to future deployments), for a total of $621.2 million to date, of which $33.9 million had been recouped from incremental revenues to date. As of June 30, 2025, we had *Intangible assets* related to franchise agreements balance related to the MTA Agreement of $21.6 million. As of June 30, 2025, 27,251 digital displays had been installed, composed of 5,011 digital advertising screens on subway and train platforms and entrances, 15,824 smaller-format digital advertising screens on rolling stock and 6,416 MTA communications displays. In the three months ended June 30, 2025, 218 installations occurred, for a total of 1,006 installations in the six months ended June 30, 2025.

As a result of negative aggregate undiscounted cash flow forecasts related to our MTA asset group, we performed quarterly impairment analyses on the MTA asset group during the six months ended June 30, 2024, and recorded impairment charges of $8.8 million for the three months ended June 30, 2024, and $17.9 million for the six months ended June 30, 2024. The impairment charges recorded during 2024 represented additional MTA equipment deployment cost spending during the six months ended June 30, 2024. No impairment charges were recorded during the three and six months ended June 30, 2025. We currently expect positive aggregate cash flows on an undiscounted basis through to the end of the Amended Term of the MTA Agreement. If our MTA performance continues to be in line with, or better than, our current model, we would not expect to incur additional impairment charges on our MTA equipment deployment cost spending. There can be no assurance that these estimates and assumptions will prove to be an accurate prediction of the future, and a downward revision of these estimates and/or assumptions would decrease our cash flows, which could result in additional impairment charges in the future.

On August 5, 2025, we announced that our board of directors approved a quarterly cash dividend of $0.30 per share on our common stock payable on September 30, 2025, to stockholders of record at the close of business on September 5, 2025.

#### Debt

Debt, net, consists of the following:

*(in millions, except percentages)*

| Short-term debt: | As of June 30, 2025 | December 31, 2024 |
| --- | ---: | ---: |
| AR Facility | $70.0 | $10.0 |
| Total short-term debt | 70.0 | 10.0 |
| Long-term debt: |  |  |
| Term loan, due 2026 | 399.7 | 399.5 |
| Senior secured notes: |  |  |
| 7.375% senior secured notes, due 2031 | 450.0 | 450.0 |
| Senior unsecured notes: |  |  |
| 5.000% senior unsecured notes, due 2027 | 650.0 | 650.0 |
| 4.250% senior unsecured notes, due 2029 | 500.0 | 500.0 |
| 4.625% senior unsecured notes, due 2030 | 500.0 | 500.0 |
| Total senior unsecured notes | 1,650.0 | 1,650.0 |
| Debt issuance costs | (14.9) | (17.0) |
| Total long-term debt, net | 2,484.8 | 2,482.5 |
| Total debt, net | $2,554.8 | $2,492.5 |
| Weighted average cost of debt | 5.4% | 5.4% |

*(in millions)*

|  | Payments Due by Period Total | 2025 | 2026-2027 | 2028-2029 | 2030 and thereafter |
| --- | ---: | ---: | ---: | ---: | ---: |
| Long-term debt | $2,500.0 | $— | $1,050.0 | $500.0 | $950.0 |
| Interest | 580.9 | 141.3 | 242.1 | 144.5 | 53.0 |
| Total | $3,080.9 | $141.3 | $1,292.1 | $644.5 | $1,003.0 |

#### Term Loan

The interest rate on the term loan due in 2026 (the “Term Loan”) was 6.1% per annum as of June 30, 2025. As of June 30, 2025, a discount of $0.3 million on the Term Loan remains unamortized. The discount is being amortized through *Interest expense, net*, on the Consolidated Statement of Operations.

#### Revolving Credit Facility

We also have a $500.0 million revolving credit facility, which matures in 2028 (the “Revolving Credit Facility,” together with the Term Loan, the “Senior Credit Facilities”).

As of June 30, 2025, there were no outstanding borrowings under the Revolving Credit Facility.

The commitment fee based on the amount of unused commitments under the Revolving Credit Facility was $0.5 million in each of the three months ended June 30, 2025 and 2024, and $1.0 million in each of the six months ended June 30, 2025 and 2024. As of June 30, 2025, we had issued letters of credit totaling approximately $5.3 million against the letter of credit facility sublimit under the Revolving Credit Facility.

#### Standalone Letter of Credit Facilities

As of June 30, 2025, we had issued letters of credit totaling approximately $64.6 million under our aggregate $81.0 million standalone letter of credit facilities. The total fees under the letter of credit facilities were immaterial in each of the three and six months ended June 30, 2025 and 2024.

#### Accounts Receivable Securitization Facility

As of June 30, 2025, we have a $150.0 million revolving accounts receivable securitization facility (the “AR Facility”), which terminates in June 2027, unless further extended.

In connection with the AR Facility, Outfront Media LLC and Outfront Media Outernet Inc., each a wholly-owned subsidiary of the Company, and certain of the Company’s taxable REIT subsidiaries (“TRSs”) (the “Originators”), will sell and/or contribute their respective existing and future accounts receivable and certain related assets to either Outfront Media Receivables LLC, a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s qualified REIT subsidiary accounts receivable assets (the “QRS SPV”) or Outfront Media Receivables TRS, LLC a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s TRS accounts receivable assets (the “TRS SPV” and together with the QRS SPV, the “SPVs”). The SPVs may transfer undivided interests in their respective accounts receivable assets to certain purchasers from time to time (the “Purchasers”). The SPVs are separate legal entities with their own separate creditors who will be entitled to access the SPVs’ assets before the assets become available to the Company. Accordingly, the SPVs’ assets are not available to pay creditors of the Company or any of its subsidiaries, although collections from the receivables in excess of amounts required to repay the Purchasers and other creditors of the SPVs may be remitted to the Company. Outfront Media LLC will service the accounts receivables on behalf of the SPVs for a fee. The Company has agreed to guarantee the performance of the Originators and Outfront Media LLC, in its capacity as servicer, of their respective obligations under the agreements governing the AR Facility. Neither the Company, the Originators nor the SPVs guarantee the collectability of the receivables under the AR Facility. Further, the TRS SPV and the QRS SPV are jointly and severally liable for their respective obligations under the agreements governing the AR Facility.

As of June 30, 2025, there were $70.0 million of outstanding borrowings under the AR Facility, at a borrowing rate of 5.6%. As of June 30, 2025, borrowing capacity remaining under the AR Facility was $80.0 million based on approximately $360.1 million of accounts receivable that could be used as collateral for the AR Facility in accordance with the agreements governing the AR Facility. The commitment fee based on the amount of unused commitments under the AR Facility was $0.1 million in the three months ended June 30, 2025, $0.2 million in the six months ended June 30, 2025, and $0.1 million in the six months ended June 30, 2024, and was immaterial for three months ended June 30, 2024. In August 2025, we made a repayment of $20.0 million under the AR Facility.

#### Debt Covenants

Our credit agreement, dated as of January 31, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), governing the Senior Credit Facilities, the agreements governing the AR Facility, and the indentures governing our senior notes contain customary affirmative and negative covenants, subject to certain exceptions, including but not limited to those that restrict the Company’s and its subsidiaries’ abilities to (i) pay dividends on, repurchase or make distributions in respect to the Company’s or its wholly-owned subsidiary, Outfront Media Capital LLC’s capital stock or make other restricted payments other than dividends or distributions necessary for us to maintain our REIT status, subject to certain conditions and exceptions, (ii) enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany or third-party transfers, and (iii) incur additional indebtedness. One of the exceptions to the restriction on our ability to incur additional indebtedness is satisfaction of a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 6.0 to 1.0. As of June 30, 2025, our Consolidated Total Leverage Ratio was 4.8 to 1.0 in accordance with the Credit Agreement.

The terms of the Credit Agreement (and under certain circumstances, the agreements governing the AR Facility) require that we maintain a Consolidated Net Secured Leverage Ratio, which is the ratio of (i) our consolidated secured debt (less up to $150.0 million of unrestricted cash) to (ii) our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 4.5 to 1.0. As of June 30, 2025, our Consolidated Net Secured Leverage Ratio was 1.6 to 1.0 in accordance with the Credit Agreement. As of June 30, 2025, we are in compliance with our debt covenants.

#### Deferred Financing Costs

As of June 30, 2025, we had deferred $18.2 million in fees and expenses associated with the Term Loan, the Revolving Credit Facility, the AR Facility and our senior notes. We are amortizing the deferred fees through *Interest expense, net,* on our Consolidated Statement of Operations over the respective terms of the Term Loan, Revolving Credit Facility, AR Facility and our senior notes.

#### Equity

#### At-the-Market Equity Offering Program

We have a sales agreement in connection with an “at-the-market” equity offering program (the “ATM Program”), under which we may, from time to time, issue and sell shares of our common stock up to an aggregate offering price of $300.0 million. We have no obligation to sell any of our common stock under the sales agreement and may at any time suspend solicitations and offers under the sales agreement. No shares were sold under the ATM Program during the six months ended June 30, 2025. As of June 30, 2025, we had approximately $232.5 million of capacity remaining under the ATM Program.

#### Series A Preferred Stock Issuance

On April 20, 2020, we issued 400,000 shares of our Series A Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”), par value $0.01 per share. The Series A Preferred Stock ranks senior to the shares of the Company’s common stock with respect to dividend and distribution rights. Holders of the Series A Preferred Stock are entitled to a cumulative dividend accruing at the initial rate of 7.0% per year, payable quarterly in arrears, subject to increases as set forth in the Articles Supplementary, effective as of April 20, 2020 (the “Articles”). Dividends may, at the option of the Company, be paid in cash, in-kind, through the issuance of additional shares of Series A Preferred Stock or a combination of cash and in-kind, until April 20, 2028, after which time dividends will be payable solely in cash. So long as any shares of Series A Preferred Stock remain outstanding, the Company may not, without the consent of a specified percentage of holders of shares of Series A Preferred Stock, declare a dividend on, or make any distributions relating to, capital stock that ranks junior to, or on a parity basis with, the Series A Preferred Stock, subject to certain exceptions, including but not limited to (i) any dividend or distribution in cash or capital stock of the Company on or in respect of the capital stock of the Company to the extent that such dividend or distribution is necessary to maintain the Company’s status as a REIT; and (ii) any dividend or distribution in cash in respect of our common stock that, together with the dividends or distributions during the 12-month period immediately preceding such dividend or distribution, is not in excess of 5% of the aggregate dividends or distributions paid by the Company necessary to maintain its REIT status during such 12-month period. If any dividends or distributions in respect of the shares of our common stock are paid in cash, the shares of Series A Preferred Stock will participate in the dividends or distributions on an as-converted basis up to the amount of their accrued dividend for such quarter, which amounts will reduce the dividends payable on the shares of Series A Preferred Stock dollar-for-dollar for such quarter. The Series A Preferred Stock is convertible at the option of any holder at any time into shares of our common stock at an initial conversion price of $16.00 per share and an initial conversion rate of 62.50 shares of our common stock per share of Series A Preferred Stock, subject to certain anti-dilution adjustments and a share cap as set forth in the Articles. Subject to certain conditions set forth in the Articles (including a change of control), each of the Company and the holders of the Series A Preferred Stock may convert or redeem the Series A Preferred Stock at the prices set forth in the Articles, plus any accrued and unpaid dividends.

#### Reverse Stock Split

On January 17, 2025, we effectuated a 1-for-1.024549 reverse stock split on our common stock (the “Reverse Stock Split”). All shares of the Company’s common stock and per-share data included in the Consolidated Financial Statements have been retroactively adjusted as though the Reverse Stock Split has been effected prior to all periods presented.

#### Cash Flows

The following table presents our cash flows in the six months ended June 30, 2025 and 2024.

*(in millions, except percentages)*

|  | Six Months Ended June 30,% 2025 | 2024 | Change |
| --- | ---: | ---: | --- |
| Net cash flow provided by operating activities | $100.7 | $101.6 | (1)% |
| Net cash flow provided by (used for) investing activities | (61.5) | 259.5 | \* |
| Net cash flow used for financing activities | (57.6) | (347.1) | (83) |
| Effect of exchange rate changes on cash and cash equivalents | — | (0.4) | \* |
| Net increase (decrease) in cash and cash equivalents | $(18.4) | $13.6 | \* |

\* Calculation is not meaningful.

*Cash provided by operating activities* decreased $0.9 million, or 1%, in the six months ended June 30, 2025, compared to the same prior-year period, due primarily to a larger use of cash related to accounts payable and accrued expenses, driven by higher incentive compensation payments made in 2025, the timing of receivables and the timing of tax payments related to the Transaction in 2024, partially offset by higher net income, as adjusted for non-cash items, and an increase in restructuring reserves to be paid out in future periods.

*Cash used by investing activities* was $61.5 million in the six months ended June 30, 2025, compared to *Cash provided by investing activities* of $259.5 million in the same prior-year period, due primarily to MTA franchise rights in 2025 and cash received from the Transaction in 2024.

The following table presents our capital expenditures in the six months ended June 30, 2025 and 2024.

*(in millions, except percentages)*

|  | Six Months Ended June 30,% 2025 | 2024 | Change |
| --- | ---: | ---: | ---: |
| Growth | $29.6 | $29.9 | (1)% |
| Maintenance | 13.3 | 12.4 | 7 |
| Total capital expenditures | $42.9 | $42.3 | 1 |

Capital expenditures increased $0.6 million, or 1%, in the six months ended June 30, 2025, compared to the same prior-year period, primarily due to increased growth in digital displays, higher spending on software and technology, and increased maintenance spending for billboard display upgrades, partially offset by the impact of the Transaction and lower spending on safety-related projects.

For the full year of 2025, we expect our capital expenditures to be approximately $85.0 million, which will be used primarily for new and replacement digital displays, the renovation of certain office facilities, software and technology, maintenance and safety-related projects. This estimate does not include equipment deployment costs that will be incurred in connection with the MTA Agreement (as described above).

*Cash used for financing activities* decreased $289.5 million in the six months ended June 30, 2025 compared to the same prior-year period. In the six months ended June 30, 2025, we paid total cash dividends of $105.3 million on our common stock, the Series A Preferred Stock and vested restricted share units granted to employees, and drew net borrowings on the AR Facility of $60.0 million. In the six months ended June 30, 2024, we prepaid $200.0 million on the outstanding balance of the Term Loan, made net repayments on the AR Facility of $35.0 million and paid total cash dividends of $104.4 million on our common stock, the Series A Preferred Stock and vested restricted share units granted to employees.

*Cash paid for income taxes* increased $0.2 million in the six months ended June 30, 2025, compared to the same prior-year period, due primarily to higher estimated tax payments in 2025.

#### Off-Balance Sheet Arrangements

Our off-balance sheet commitments primarily consist of guaranteed minimum annual payments and letters of credit. (See Note 17. *Commitments and Contingencies* to the Consolidated Financial Statements for information about our off-balance sheet commitments.)

### Critical Accounting Policies

The preparation of our financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. On an ongoing basis, we evaluate these estimates, which are based on historical experience and on various assumptions that we believe are reasonable under the circumstances. The result of these evaluations forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of revenues and expenses that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions.

For information regarding accounting policies we consider to be the most critical as they are significant to our financial condition and results of operations, and require significant judgment and estimates on the part of management in their application, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025.

For a summary of our significant accounting policies, see Item 8., Note 2. *Summary of Significant Accounting Policies* to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025.

### Accounting Standards

See Note 2. *New Accounting Standards* to the Consolidated Financial Statements for information about the adoption of new accounting standards and recent accounting pronouncements.

### CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

We have made statements in this Annual Report on Form 10-K that are forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “could,” “would,” “may,” “might,” “will,” “should,” “seeks,” “likely,” “intends,” “plans,” “projects,” “predicts,” “estimates,” “forecast” or “anticipates” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions related to our capital resources, portfolio performance and results of operations. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and may not be able to be realized. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

- Declines in advertising and general economic conditions;
- The severity and duration of pandemics, and the impact on our business, financial condition and results of operations;
- Competition;
- Government regulation;
- Our ability to operate our digital display platform;
- Losses and costs resulting from recalls and product liability, warranty and intellectual property claims;
- Our ability to obtain and renew key municipal contracts on favorable terms;
- Taxes, fees and registration requirements;
- Decreased government compensation for the removal of lawful billboards;
- Content-based restrictions on outdoor advertising;
- Seasonal variations;
- Acquisitions and other strategic transactions that we may pursue could have a negative effect on our results of operations;
- Dependence on our management team and other key employees;
- Experiencing a cybersecurity incident;
- Changes in regulations and consumer concerns regarding privacy, information security and data, or any failure or perceived failure to comply with these regulations or our internal policies;
- Asset impairment charges for our long-lived assets and goodwill;
- Environmental, health and safety laws and regulations;
- Expectations relating to environmental, social and governance considerations;
- Our substantial indebtedness;
- Restrictions in the agreements governing our indebtedness;
- Incurrence of additional debt;
- Interest rate risk exposure from our variable-rate indebtedness;
- Our ability to generate cash to service our indebtedness;
- Cash available for distributions;
- Hedging transactions;
- The ability of our board of directors to cause us to issue additional shares of stock without common stockholder approval;
- Certain provisions of Maryland law may limit the ability of a third party to acquire control of us;
- Our rights and the rights of our stockholders to take action against our directors and officers are limited;
- Our failure to remain qualified to be taxed as a REIT;
- REIT distribution requirements;
- Availability of external sources of capital;
- We may face other tax liabilities even if we remain qualified to be taxed as a REIT;
- Complying with REIT requirements may cause us to liquidate investments or forgo otherwise attractive investments or business opportunities;
- Our ability to contribute certain contracts to a TRS;
- Our planned use of TRSs may cause us to fail to remain qualified to be taxed as a REIT;
- REIT ownership limits;
- Complying with REIT requirements may limit our ability to hedge effectively;
- The ability of our board of directors to revoke our REIT election at any time without stockholder approval;
- The Internal Revenue Service may deem the gains from sales of our outdoor advertising assets to be subject to a 100% prohibited transaction tax;
- Establishing operating partnerships as part of our REIT structure; and
- Completing the Plan may be more difficult, costly, or time consuming for the Company and its management than expected and the anticipated benefits of the Plan, including but not limited to projected cost savings, may not be fully realized or realized at all.

While forward-looking statements reflect our good-faith beliefs, they are not guarantees of future performance. All forward-looking statements in this Quarterly Report on Form 10-Q apply as of the date of this report or as of the date they were made and, except as required by applicable law, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could impact our future results, performance or transactions, see the section entitled “Risk Factors” in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.

## Market risk

As filed, 2,262 characters.

We are exposed to market risk related to commodity prices and to a limited extent, interest rates and credit risks.

### Commodity Price Risk

We incur various operating costs that are subject to price risk caused by volatility in underlying commodity values. Commodity price risk is present in electricity costs associated with powering our digital billboard displays and lighting our traditional static billboard displays at night.

We do not currently use derivatives or other financial instruments to mitigate our exposure to commodity price risk. However, we do enter into contracts with commodity providers to limit our exposure to commodity price fluctuations. For the year ended December 31, 2024, such contracts accounted for 8.2% of our total utility costs. As of June 30, 2025, we had active electricity purchase agreements with fixed contract rates for locations in Pennsylvania and Texas, which expire at various dates through October 2027.

### Interest Rate Risk

We are subject to interest rate risk to the extent we have variable-rate debt outstanding, including under the Senior Credit Facilities and the AR Facility.

As of June 30, 2025, we had a $400.0 million variable-rate Term Loan due 2026 outstanding, which has an interest rate of 6.1% per year. An increase or decrease of 1/4% in our interest rate on the Term Loan will change our annualized interest expense by approximately $1.0 million.

As of June 30, 2025, there were $70.0 million of outstanding borrowings under the AR Facility, at a borrowing rate of 5.6%. An increase or decrease of 1/4% in our interest rate on the AR Facility will change our annualized interest expense by approximately $0.2 million. In August 2025, we made a repayment of $20.0 million under the AR Facility.

We are not currently using derivatives or other financial instruments to mitigate interest rate risk, although we may do so in the future.

### Credit Risk

In the opinion of our management, credit risk is limited due to the large number of customers and advertising agencies utilized. We perform credit evaluations on our customers and agencies and believe that the allowances for credit losses are adequate. We do not currently use derivatives or other financial instruments to mitigate credit risk.

## Controls and procedures

As filed, 2,331 characters.

#### Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management has carried out an evaluation, under the supervision of and with the participation of our Interim Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on the foregoing, our Interim Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report, were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to our management, including our Interim Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

#### Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act, during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

#### Limitations on Effectiveness of Disclosure Controls and Procedures and Internal Control Over Financial Reporting

In designing and evaluating our disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

## Risk factors

As filed, 336 characters.

We have disclosed the risk factors affecting our business, results of operations and financial condition in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025. There have been no material changes from the risk factors previously disclosed.

Filed Aug 6, 2025.
Source: SEC EDGAR, the filing index for accession 0001579877-25-000105. Last ingested by Listed: Nov 6, 2026, 16:32 ET. No prices; not investment advice.