Screener / SEC EDGAR /CIK 0001579877 /10-K filed Feb 26, 2026, compared with Feb 28, 2025 /Numbers from the XBRL of the 10-Ks
NYSE Real estate · REIT

OUTFRONT Media Inc. OUT

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The 10-K against last year's

156 changes: 13 added, 22 removed, 120 reworded, 1 quiet changes

10-K Feb 26, 2026 vs Feb 28, 2025

10-K 0001579877-26-000008 (Feb 26, 2026) vs 10-K 0001579877-25-000034 (Feb 28, 2025)

Every paragraph, and how much of it changed

One bar per paragraph, in the order of the 10-K. Height and colour show the share of its words not in the closest paragraph a year earlier; the tallest bars are new paragraphs.

Risk Factors

133 paragraphs · 1 new · 38 reworded · 7 gone · 10-K Feb 26, 2026 against Feb 28, 2025
New paragraph Reworded (5% of its words or more) Same or nearly
Paragraph 127 · 48% changed Every version of it
Our board of directors may revoke or otherwise terminate our REIT election without approval of stockholders if it determines that it is no longer in our best interests to continue to qualify as a REIT, for example, because the REIT income and/or asset test requirements limit our operational flexibility to pursue investments and business opportunities that would otherwise be advantageous. If we cease to qualify as a REIT, we would become subject to federal, state and local income taxes on our taxable income and would no longer be required to distribute most of our net taxable income to stockholders, which may have adverse consequences on the total return to our stockholders.
Paragraph 109 · 43% changed Every version of it
As a result of the REIT organizational and operational requirements described above, we may not be able to fund future capital needs, including any necessary acquisition financing, solely from operating cash flows. Consequently, we expect to rely on third-party capital market sources for debt or equity financing to fund our business strategy. In addition, we will likely need third-party capital market sources to refinance our indebtedness at or prior to maturity. Turbulence in the economy and financial markets could adversely impact our ability to replace or renew maturing liabilities on a timely basis or access the capital markets to meet liquidity and capital expenditure requirements and may result in adverse effects on our business, financial condition and results of operations. As such, we may not be able to obtain financing on favorable terms or at all. Our access to third-party sources of capital also depends, in part, on:
Paragraph 6 · 39% changed Every version of it
We are dependent on our management team, and the loss of senior executive officers or other key employees we currently charge to retain customers, which could have an adverse effect on our business, financial condition and results of operations.
Paragraph 99 · 38% changed Every version of it
In addition, we have entered into separate indemnification agreements with each of our directors. Each indemnification agreement provides, among other things, for indemnification as provided in the agreement and otherwise to the fullest extent permitted by law and our charter and bylaws against judgments, fines, penalties, amounts paid in settlement and reasonable expenses, including attorneys’ fees. The indemnification agreements provide for the advancement or payment of expenses to the indemnitee and for reimbursement to us if it is found that such indemnitee is not entitled to such advancement.
Paragraph 85 · 37% changed Every version of it
For example, we previously issued and sold an aggregate of 400,000 shares of Series A Preferred Stock (as defined and described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Equity—Series A Preferred Stock Issuance”), convertible preferred stock, which rank ranked senior to our common stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of our affairs. 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. As of December 31, 2024, 125,000 2025, no shares of Series A Preferred Stock preferred stock remained outstanding and the maximum number of shares of common stock that could be required to be issued on conversion of the outstanding shares of Series A Preferred Stock was approximately 7.8 million shares. In general, holders of shares of Series A Preferred Stock have the right to vote on matters submitted to a vote of the holders of common stock (voting together as one class) on an as-converted basis. In addition, certain actions require the approval of the holders of the outstanding Series A Preferred Stock. outstanding. Further, our REIT distribution requirement may be satisfied by making distributions to our common stockholders, our preferred stockholders (including holders of Series A Preferred Stock) or a combination of our stockholders. See “—REIT distribution requirements could adversely affect our ability to execute our business plan.” Circumstances may occur in which the interests of holders of the Series A Preferred Stock could conflict with the interests of our other common stockholders.
Paragraph 21 · 30% changed Every version of it
Although federal, state and local government authorities from time to time use the power of eminent domain to remove billboards, U.S. law requires payment of compensation if a government authority compels the removal of a lawful billboard along a primary or interstate highway that was built with federal financial assistance. Additionally, many states require similar compensation (or relocation) with regard to compelled removals of lawful billboards in other locations, although the methodology used to determine such compensation varies by jurisdiction. Some local governments in the U.S. have attempted to force the removal of billboards after a period of years under a concept called amortization. Under this concept, the governmental body asserts that just compensation has been earned by continued operation of the billboard over a period of time. Thus far, we have generally been able to obtain satisfactory compensation for our billboards purchased or removed as a result of governmental action, although there is no assurance that this will continue to be the case in the future, and, if it does not continue to be the case, there could be an adverse effect on our business, financial condition and results of operations.
Paragraph 45 · 27% changed Every version of it
We collect, purchase and utilize demographic and other information from and about consumers, business partners, advertisers and website users. We are subject to numerous federal, state, local and foreign laws, rules and regulations as well as industry standards and regulations regarding privacy, information security, data and consumer protection (including with respect to personally identifiable information), among other things. Many of these laws and industry standards and regulations are still evolving and changes in the nature of the data that we collect, purchase and utilize, and the ways that data is permitted to be collected, stored, used and/or shared (including with respect to artificial intelligence, machine learning and automated processing) may negatively impact the way that we are able to conduct business, particularly our digital display platform. In addition, changes in consumer expectations and demands regarding privacy, information security and data may result in further restrictions on the nature of the data that we collect, purchase and utilize, and the ways we derive economic value from this data, which may limit our ability to offer targeted advertising opportunities to our business partners and advertisers. Although we monitor regulatory changes and have implemented internal policies and procedures designed to comply with all applicable laws, rules, industry standards and regulations, any failure or perceived failure by us to comply with applicable regulatory requirements or our internal policies related to privacy, information security, data and/or consumer protection could result in a loss of confidence, a loss of goodwill, damage to our brand, loss of business partners and advertisers, substantial remediation and compliance costs, adverse regulatory proceedings and/or civil litigation, which could negatively impact our business.
Paragraph 3 · 26% changed Every version of it
We derive our revenues from providing advertising space to customers on out-of-home advertising structures and sites. A decline in the economic prospects of advertisers, the economy in general or the economy of any individual geographic market or industry, particularly a market or industry in which we conduct substantial business and derive a significant portion of our revenues, such as the New York and Los Angeles metropolitan areas, and the entertainment, retail and health/medical legal services/lawyers industries, could alter current or prospective advertisers’ spending priorities. See “Item 1. Business—Our Portfolio of Outdoor Advertising Structures and Sites.” In addition, disasters, acts of terrorism, disease outbreaks and pandemics (such as the COVID-19 pandemic), pandemic and related restrictions), hostilities, wars, political uncertainty, uncertainty (such as government shutdowns), changes in governmental fiscal and trade policies (such as tariffs), industry shutdowns or slowdowns (including due to labor strikes), extraordinary weather events (such as hurricanes and wildfires), power outages, technological changes 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) caused by the foregoing or otherwise, could may (i) interrupt our ability to build, deploy, and/or display advertising on, advertising structures and sites, and/or lead sites; (ii) delay our ability to a reduction in economic certainty develop and advertising expenditures. Any reduction in enhance our products and services; (iii) reduce or curtail our customers’ advertising expenditures and overall demand for our services; (iv) increase the volatility of our customers’ advertising expenditure patterns from period-to-period through short-notice purchases, purchase deferrals, purchase cancellations or otherwise; (v) extend delays in the collection of certain earned advertising revenues from our customers; (vi) limit our access to the capital markets and the leveraged finance markets on reasonable pricing or other terms or at all; and (vii) cause us to fail to satisfy our contractual obligations and/or need to seek relief from our contractual obligations that we may be unable to receive from our counterparties, any of which could adversely affect have a material adverse effect on our business, financial condition or and results of operations. Further, advertising expenditure patterns may be impacted by any of these factors; for example, advertisers’ expenditures may be made with less advance notice and may become difficult to forecast from period to period. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

MD&A

152 paragraphs · 12 new · 94 reworded · 15 gone · 10-K Feb 26, 2026 against Feb 28, 2025
New paragraph Reworded (5% of its words or more) Same or nearly
Paragraph 141 · 49% changed
Our current assumption related to annual revenue continues to be annual growth is between 5% and 10% throughout the remainder of the Amended Term of the MTA Agreement. We performed a sensitivity analysis on our MTA transit revenue assumptions, noting that a change in our annual revenue growth rate of 1% between 2025 and 2030, holding all other assumptions constant except for variable sales compensation, would result in an approximately $50.0 million aggregate change in estimated cash flows.
Paragraph 6 · 48% changed
In addition to providing location-based displays, we also focus on delivering mass and targeted audiences to our customers. Geopath, We believe the continued evolution of out-of-home advertising audience measurement systems, including Geopath and alternative measurement systems, can enhance the value of the out-of-home advertising industry’s medium, including transit inventory, by improving audience measurement system, enables us to build campaigns based on the size and enabling more precise demographic composition of audiences. and location-based targeting. As part of our investments in our technology platform, we are developing solutions for enhanced digital out-of-home offerings and capabilities that support full-funnel advertising objectives, including end-to-end campaign processing and automation, research and measurement, and demographic and location targeting, and engaging ways to connect with consumers on-the-go. location-based targeting.
Paragraph 140 · 47% changed
Since that time, all future deployment costs spending have and will continue We updated our MTA projections at year end due to be recorded as Intangible assets rather than as Prepaid MTA equipment deployment costs until such time as the strong performance during 2025. As a result of the increase in revenue driven by 2025 performance, we project currently expect to recoup a portion of spending from transit franchise fees that would otherwise be payable to the MTA, which we currently do not expect throughout MTA within the remainder of the Amended Term of the MTA Agreement. As such, beginning in 2026, the portion of recoupable MTA equipment deployment costs expected to be reimbursed from transit franchise fees that would otherwise be payable to the MTA will be recorded as Prepaid MTA equipment deployment costs on the Consolidated Statement of Financial Position.
Paragraph 40 · 45% changed
Other Adjusted OIBDA Billboard property lease expenses decreased $20.3 $36.2 million, or 88%, in 2024 compared 7%, primarily due to 2023, due primarily to lost billboards, the impact of the Transaction and a decline in third-party digital equipment sales. lower variable billboard property lease expenses.
Paragraph 8 · 44% changed
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
Paragraph 44 · 43% changed
SG&A expenses represented 24% of Revenues in each of 2024, 2023 2025 and 2022. 2024. SG&A expenses increased $18.2 decreased $6.2 million, or 4%, 1%, in 2024 2025 compared to 2023, 2024, primarily due to higher the impact of the Transaction, lower credit card usage by customers, lower rent related to new offices in the first half of 2024 and lower compensation-related expenses, including severance and salaries, commissions and severance, partially offset by higher professional fees, as a result of a management consulting project project, and higher rent related travel and entertainment expenses. We expect to new offices, partially realize the cost savings benefits from the Plan within SG&A expenses. However, those cost savings may potentially be offset by the impact of the Transaction. increases in SG&A expenses increased $7.6 million, or 2%, in 2023 compared to 2022, primarily due to the impact of market fluctuations on an unfunded equity-linked retirement plan offered by the Company to certain employees, higher professional fees, rent related to new offices, higher insurance costs and a higher provision for doubtful accounts, partially offset by lower compensation-related expenses. We future periods as we continue to evaluate methods to lower SG&A expense growth. invest in our strategic initiatives, including technology enhancements and customer experience improvements.
Paragraph 92 · 42% changed
Working capital was a deficit of $41.6 million as of December 31, 2025, compared to a deficit of $135.0 million as of December 31, 2024, compared to a deficit of $195.4 million as of December 31, 2023, primarily driven by a higher cash balance, decreased borrowings under the AR Facility, due to the impact of the Transaction. Refinancing (as defined below), and lower accounts payable, partially offset by higher short-term operating lease liabilities and restructuring reserves.
Paragraph 119 · 42% changed
Cash provided by operating activities increased $45.0 million $8.4 million, or 3%, in 2024 2025 compared to 2023, 2024, primarily due primarily to decrease in prepaid MTA equipment deployment costs, the timing of receivables and a smaller use of cash related to accounts payable and accrued expenses, driven by lower incentive compensation payments made in 2024 related to prior year performance and higher net income, as adjusted for non-cash items, partially offset by the timing of receivables.

A paragraph is matched with the one last year that shares the most of its words; under half in common makes it new. The paragraphs shown are the 8 reworded the most in each section.

The paragraph that changed most in each section

The redline

Marked against last year's 10-K: cut words struck through, new words highlighted.

Risk Factors216 words changed in this paragraph; it is 45% similar to last year's version.
For example, we previously issued and sold an aggregate of 400,000 shares of Series A Preferred Stock (as defined and described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Equity—Series A Preferred Stock Issuance”), convertible preferred stock, which rank ranked senior to our common stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of our affairs. 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. As of December 31, 2024, 125,000 2025, no shares of Series A Preferred Stock preferred stock remained outstanding and the maximum number of shares of common stock that could be required to be issued on conversion of the outstanding shares of Series A Preferred Stock was approximately 7.8 million shares. In general, holders of shares of Series A Preferred Stock have the right to vote on matters submitted to a vote of the holders of common stock (voting together as one class) on an as-converted basis. In addition, certain actions require the approval of the holders of the outstanding Series A Preferred Stock. outstanding. Further, our REIT distribution requirement may be satisfied by making distributions to our common stockholders, our preferred stockholders (including holders of Series A Preferred Stock) or a combination of our stockholders. See “—REIT distribution requirements could adversely affect our ability to execute our business plan.” Circumstances may occur in which the interests of holders of the Series A Preferred Stock could conflict with the interests of our other common stockholders.

Source: Item 1A, 10-K 0001579877-26-000008 vs Item 1A, 10-K 0001579877-25-000034

MD&A192 words changed in this paragraph; it is 52% similar to last year's version.
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 TRSs 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.

Source: Item 7, 10-K 0001579877-26-000008 vs Item 7, 10-K 0001579877-25-000034

Accounting Policies189 words changed in this paragraph; it is 44% similar to last year's version.
New York Metropolitan Transportation Authority (the “MTA”) Agreement—Under our agreement with the MTA, as title of to the various digital displays we are obligated to deploy transfers to the MTA on installation, the cost of deploying these screens throughout the transit system does not represent our property and equipment. The portion of deployment costs expected to be reimbursed from transit franchise fees that would otherwise be payable to the MTA are recorded as Prepaid MTA equipment deployment costs on the Consolidated Statement of Financial Position and charged to operating expenses as advertising revenue is generated. The short-term portion of Prepaid MTA equipment deployment costs represents the costs that we expect to recover from the MTA in the next twelve months. The portion of deployment costs expected to be reimbursed from advertising revenues that would otherwise be retained by us under the contract are recorded as Intangible assets on the Consolidated Statement of Financial Position and charged to amortization expense on a straight-line basis over the contract period. We assess the recoverability of the MTA contract on an as-needed basis and apply significant judgment in assessing factors to determine if there is an indication that the revenues expected to be generated over the term of the agreement will be sufficient to cover all or a portion of the equipment deployment costs, including evaluating macroeconomic conditions, industry trends, and events specific to the Company, including monitoring the Company’s actual installation of digital displays against the deployment schedule. Additionally, we assess these factors by comparing revenue projections of the deployed digital displays to actual financial results.

Source: Item 8, Note 2 – Summary of Significant Accounting Policies, 10-K 0001579877-26-000008 vs Item 8, Note 2 – Summary of Significant Accounting Policies, 10-K 0001579877-25-000034

Legal Proceedings88 words changed in this paragraph; it is 56% similar to last year's version.
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 three months ended March 31, 2024 and June 30, 2024, and recorded impairment charges of $9.1 million and $8.8 million, respectively, in those periods for a total of $17.9 million in the six months ended June 30, 2024. The impairment charges recorded during 2024 represented 2024, representing additional MTA equipment deployment cost spending during the first six months ended June 30, of 2024. Our analysis performed as of September 30, 2024, and as of December 31, 2024, resulted in positive aggregate cash flows in excess of the carrying value of our MTA asset group. As such, no No impairment charges were recorded during the three months ended September 30, 2024, and three months ended December 31, 2024. 2025.

Source: Item 3, via Note 19 – Commitments and Contingencies, 10-K 0001579877-26-000008 vs Item 3, via Note 18 – Commitments and Contingencies, 10-K 0001579877-25-000034

Sentences and paragraphs added, removed or reworded

Every change, by type

Sentences and paragraphs of OUT's Risk Factors and MD&A, 10-K Feb 26, 2026 against 10-K Feb 28, 2025. Each links to the text at sec.gov.

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word list

adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

AddedRisk Factors
covenants, which could further restrict our business operations. Further, the Credit Agreement, the indentures governing the Notes and the agreements governing the AR Facility restrict our ability to undertake, or use the proceeds from, such measures.
Read it in 10-K Feb 26, 2026 at sec.gov
RemovedRisk Factors
As we experienced throughout the COVID-19 pandemic, pandemics, and the related preventative measures taken to help curb infectious spread, including shutdowns and slowdowns of, and restrictions on, businesses, public gatherings, social interactions and travel (including reductions in foot traffic, roadway traffic, commuting, transit ridership and overall target audiences) may (i) delay our ability to build and deploy certain advertising structures and sites, including digital displays; (ii) reduce or curtail our customers’ advertising expenditures and overall demand for our services through purchase cancellations or otherwise; (iii) increase the volatility of our customers’ advertising expenditure patterns from period-to-period through short-notice purchases, purchase deferrals or otherwise; and (iv) extend delays in the collection of certain earned advertising revenues from our customers, all of which could have a material adverse effect on our business, financial condition and results of operations.
Read it in 10-K Feb 28, 2025 at sec.gov
RemovedRisk Factors
In addition, pandemics could impact the global economy and our business if we (i) experience a complete or partial shutdown of our ability to operate safely and securely, (ii) lose major customers and/or key personnel, (iii) experience significant disruptions (including inflationary or other price increases) with respect to our manufacturers, suppliers and related logistics that may prevent us from fulfilling our contractual obligations to our counterparties, (iv) fail to satisfy our contractual obligations and/or need to seek relief from our contractual obligations that we may be unable to receive from our counterparties, (v) fail to realize the benefits of any cost savings initiatives such as suspending, deferring and/or reducing capital expenditures and other expenses, (vi) experience impairment charges, (vii) experience a cybersecurity incident, and (viii) have difficulties accessing the capital markets and/or obtaining or incurring debt financing on reasonable pricing or other terms or at all, any of which could have a material adverse effect on our business, financial condition and results of operations. See “Our business is sensitive to a decline in advertising expenditures, general economic conditions and other external events beyond our control,” “—Operating our digital display platform may be more difficult, costly or time consuming than expected and the anticipated benefits may not be fully realized,” and “—The terms of the agreements governing our indebtedness restrict our current and future operations, particularly our ability to incur debt that we may need to fund initiatives in response to changes in our business, the industries in which we operate, the economy and governmental regulations.”
Read it in 10-K Feb 28, 2025 at sec.gov
RemovedRisk Factors
The extent to which any pandemic will impact our business will depend on future developments, including the severity and duration of such pandemic and the measures taken in response to such pandemic, which are highly uncertain and cannot be
Read it in 10-K Feb 28, 2025 at sec.gov
RemovedRisk Factors
predicted. Accordingly, the Company cannot reasonably estimate the full impact of any other pandemic that may occur on our business, financial condition and results of operations at this time, which may be material.
Read it in 10-K Feb 28, 2025 at sec.gov
RemovedRisk Factors
The success of the digital display platform we provide to our customers and partners (including the MTA) through deployment and maintenance of digital advertising displays, enhancements to our digital advertising displays, and the use of programmatic and direct sale advertising platform technologies, and the realization of any anticipated benefits, will depend, in part, on our
Read it in 10-K Feb 28, 2025 at sec.gov
RemovedRisk Factors
Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on environmental, social and governance considerations relating to businesses, including climate change and greenhouse gas
Read it in 10-K Feb 28, 2025 at sec.gov
RemovedRisk Factors
Our board of directors has by resolution exempted from the provisions of the Maryland Business Combination Act, as described above, all business combinations between us and any other person, provided that such business combination is first approved by
Read it in 10-K Feb 28, 2025 at sec.gov
Show the other 49
RewordedRisk Factors
In addition, disasters, acts of terrorism, disease outbreaks and pandemics (such as the COVID-19 pandemic), pandemic and related restrictions), hostilities, wars, political uncertainty, uncertainty (such as government shutdowns), changes in governmental fiscal and trade policies (such as tariffs), industry shutdowns or slowdowns (including due to labor strikes), extraordinary weather events (such as hurricanes and wildfires), power outages, technological changes 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) caused by the foregoing or otherwise, could may (i) interrupt our ability to build, deploy, and/or display advertising on, advertising structures and sites, and/or lead to a reduction in economic certainty and advertising expenditures. sites;
Read it in 10-K Feb 26, 2026 at sec.gov
RewordedRisk Factors
In addition, in general, no more than 5% of the value of our total assets (other than government securities, qualified real estate assets and securities issued by a TRS) can consist of the securities of any one issuer, and no more than 20% of the value of our total assets can be represented by securities of one or more TRSs. TRSs for the taxable year ending December 31, 2025, and may not represent more than 25% of the value of a REIT’s total assets for the taxable year ending December 31, 2026, and subsequent years.
Read it in 10-K Feb 26, 2026 at sec.gov
RewordedRisk Factors
The availability, amount, timing and frequency of distributions will be at the sole discretion of our board of directors (subject to the terms governing the Series A Preferred Stock), directors, and will be declared based upon various factors, including, but not limited to: our results of operations, our financial condition and our operating cash inflows and outflows, including capital expenditures and acquisitions; future taxable income; our REIT distribution requirements (which may be satisfied by making distributions to our common stockholders, our preferred stockholders (including holders of Series A Preferred Stock) stockholders, if any, or a combination of our stockholders); distribution requirements under the terms of the Series A Preferred Stock; limitations contained in our debt instruments (such as restrictions on distributions in excess of the minimum amount required to maintain our status as a REIT and on the ability of our subsidiaries to distribute cash to the Company); debt service requirements; limitations on our ability to use cash generated in the TRSs to fund distributions; and applicable law.
Read it in 10-K Feb 26, 2026 at sec.gov
RewordedRisk Factors
In particular, if the accumulation of cash in our TRSs causes the fair market value of our securities in our TRSs and certain other non-qualifying assets to exceed 20% of the fair market value of our assets, assets for the taxable year ending December 31, 2025, and to exceed 25% of the fair market value of our assets for the taxable year ending December 31, 2026, and subsequent years, we would fail to remain qualified to be taxed as a REIT for federal, state and local income tax purposes.
Read it in 10-K Feb 26, 2026 at sec.gov
RewordedRisk Factors
If we cease to qualify as a REIT, we would become subject to federal, state and local income taxes on our taxable income and would no longer be required to distribute most of our net taxable income to stockholders, which may have adverse consequences on the total return to our stockholders.
Read it in 10-K Feb 26, 2026 at sec.gov
RewordedRisk Factors
Management’s Discussion For example, we previously issued and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Equity—Series A Preferred Stock Issuance”), sold convertible preferred stock, which rank ranked senior to our common stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of our affairs.
Read it in 10-K Feb 26, 2026 at sec.gov
RewordedRisk Factors
As of December 31, 2024, 2025, we had total indebtedness of approximately $2.5 $2.6 billion (consisting of the Term Loan, Loan and the Notes and the AR Facility with outstanding aggregate principal balances of $400.0 million, $500.0 million and $2.1 billion and $10.0 million, billion, respectively), undrawn commitments under the Revolving Credit Facility of $500.0 million, excluding $5.5 $5.1 million of letters of credit issued against the Revolving Credit Facility, and $140.0 $150.0 million borrowing capacity remaining under the AR Facility.
Read it in 10-K Feb 26, 2026 at sec.gov
RewordedRisk Factors
If we are unable to compete on these terms, we could lose potential customers and could be pressured to reduce rates below those we currently charge to retain customers, which could have an adverse effect on our business, financial condition and results of operations.
Read it in 10-K Feb 26, 2026 at sec.gov
RewordedRisk Factors
If we fail to satisfy our contractual obligations and any such failures cannot be resolved, and/or the digital display platform that we provide to our customers and partners do not meet their expectations or are found to be defective, or if we are unable to realize the anticipated benefits of these products due to reduced market demand for these products or digital advertising generally (including as a result of reduced transit ridership due to remote work, safety concerns technological changes, competition, shifts in market demographics and transportation patterns or otherwise), then we may incur financial liability, which could have an adverse effect on our business, financial condition and results of operation.
Read it in 10-K Feb 26, 2026 at sec.gov
RewordedRisk Factors
Further, we face the risk of claims that we have infringed third parties’ intellectual property rights with respect to our digital display platform, digital displays and/or any other new products or services we develop, which could be expensive and time consuming to defend, could require us to alter our digital display platform, digital displays and/or any new products, products or services, prevent us from selling advertising on and/or using our digital display platform, digital displays and/or any new products, products or services, and/or could require us to pay license, royalty or other fees to third parties in order to continue using our digital display platform, digital displays and/or any new products. products or services.
Read it in 10-K Feb 26, 2026 at sec.gov
RewordedRisk Factors
Our inability to successfully obtain or renew these contracts on favorable economic terms or at all could have an adverse effect on our financial condition and results of operations.
Read it in 10-K Feb 26, 2026 at sec.gov
AddedMD&A
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 provided 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 2025, we recorded restructuring charges of approximately $20.1 million associated with the Plan, consisting of severance payments, employee benefits and related costs (including approximately $2.2 million in non-cash charges for stock-based compensation), and professional fees. In 2025, restructuring charges of $8.4 million were recorded in Billboard, $3.7 million were recorded in Transit and $8.0 million were recorded in Corporate. As of December 31, 2025, approximately $6.6 million in restructuring reserves related to severance payments, employee benefits and related costs 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. (See Item 8., Note 13. Restructuring Charges to the Consolidated Financial Statements.)
Read it in 10-K Feb 26, 2026 at sec.gov
AddedMD&A
Further, we believe the use of programmatic and direct sale advertising platform technologies in the out-of-home advertising industry will increase, which will present a revenue growth opportunity for us. Programmatic and direct sale advertising platforms allow out-of-home advertising companies to lease displays to customers at competitive rates through an online bidding process or through a direct sale process, and we have pursued, and continue to pursue, strategic opportunities to increase our participation in these platforms.
Read it in 10-K Feb 26, 2026 at sec.gov
AddedMD&A
We recorded restructuring charges of $20.1 million in 2025, consisting of severance payments, employee benefits and related costs, and professional fees associated with the Plan. The restructuring charges include approximately $2.2 million in non-cash charges for stock-based compensation.
Read it in 10-K Feb 26, 2026 at sec.gov
AddedMD&A
Starting at the end of 2025, we modified our calculation of AFFO to include amortization of direct lease acquisition costs instead of the cash paid for direct lease acquisition costs, as management believes that this calculation of AFFO is a more appropriate measure of performance period-over-period and consistent with how we calculate FFO. Accordingly, relevant prior periods have been recast to conform to this presentation.
Read it in 10-K Feb 26, 2026 at sec.gov
AddedMD&A
(a)In 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.
Read it in 10-K Feb 26, 2026 at sec.gov
AddedMD&A
(a)In 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.
Read it in 10-K Feb 26, 2026 at sec.gov
AddedMD&A
occurred, for a total of 1,109 installations occurring in 2025. We substantially completed our initial deployment in 2024, with the remaining deployment required under the MTA Agreement subject to satisfaction of various conditions and work to be performed by the MTA. We are currently only performing maintenance operations, and replacing damaged and broken displays.
Read it in 10-K Feb 26, 2026 at sec.gov
AddedMD&A
On September 24, 2025, the Company, along with its wholly-owned subsidiaries, Outfront Media Capital LLC and Outfront Media Capital Corporation (together, the “Borrowers”), and other guarantor subsidiaries party thereto (together with the Company, the “Guarantors”), entered into a credit agreement, dated as of September 24, 2025 (the “Credit Agreement”) to refinance the Company’s previously existing senior secured credit facilities (the “Refinancing”). The Credit Agreement provides for, among other things, (i) a $500.0 million revolving credit facility (the “Revolving Credit Facility”) with a maturity date of September 24, 2030, and (ii) a $500.0 million term loan (the “Term Loan,” together with the Revolving Credit Facility, the “Senior Credit Facilities”) with a maturity date of September 24, 2032. Borrowings under the Revolving Credit Facility and the Term Loan bear interest at a rate equal to SOFR (as defined in the Credit Agreement) or the Base Rate (as defined in the Credit Agreement) plus an applicable margin ranging from 1.25% to 1.75% for SOFR borrowings (or 1.00% less for Base Rate borrowings) of the Revolving Credit Facility and from 1.75% to 2.00% for SOFR borrowings (or 1.00% less for Base Rate borrowings) of the Term Loan, subject to adjustments based on the Company’s Consolidated Net Secured Leverage Ratio (as defined in the Credit Agreement) or the Company’s credit ratings, respectively. The Revolving Credit Facility and the Term Loan are senior secured obligations of the Borrowers, are guaranteed on a senior secured basis by the Guarantors, and are secured by liens on substantially all of the assets of the Borrowers and the Guarantors.
Read it in 10-K Feb 26, 2026 at sec.gov
AddedMD&A
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.
Read it in 10-K Feb 26, 2026 at sec.gov
AddedMD&A
MTA revenue performance in 2025 has exceeded our prior expectations. As a result of the revenue performance and costs remaining in line with our prior expectations, we did not identify triggering events in 2025 related to the impairment of the MTA asset group and no quantitative tests were performed and no impairment charges were recorded.
Read it in 10-K Feb 26, 2026 at sec.gov
RemovedMD&A
Net gain on dispositions increased by $146.7 million in 2024 compared to 2023, primarily due to the impact of the Transaction. Net gain on dispositions was $14.2 million in 2023 compared to a Net loss on dispositions of $0.2 million in 2022. The Net gain on dispositions in 2023 was primarily related to the sale of three parcels of land and the related structures in Los Angeles, California, (see Item 8., Note 13. Acquisitions and Dispositions: Dispositions: Los Angeles Office and Operations Center to the Consolidated Financial Statements) and in St. Louis, Missouri.
Read it in 10-K Feb 28, 2025 at sec.gov
RemovedMD&A
Amortization decreased $9.2 million, or 11%, in 2024 compared to 2023, due primarily to the impact of the Transaction (see Note 13. Acquisitions and Dispositions: Dispositions: Canadian Business) and lower amortization related to franchise agreements associated with the MTA, partially offset by higher amortization of leasehold interest intangibles recorded related to asset acquisitions. Amortization increased $7.9 million, or 11%, in 2023 compared to 2022, due primarily to higher amortization of leasehold interest intangibles recorded related to asset acquisitions, partially offset by lower amortization related to franchise agreements associated with the MTA.
Read it in 10-K Feb 28, 2025 at sec.gov
RemovedMD&A
a valuation allowance against our U.S. taxable REIT subsidiary (“TRS”) accumulated deferred tax assets in 2022. The effective income tax rate was 4.1% for 2024, 0.9% for 2023 and 6.0% for 2022.
Read it in 10-K Feb 28, 2025 at sec.gov
RemovedMD&A
(in millions) Beginning Balance Deployment Costs Incurred Recoupment/MTA Funding Amortization/Impairment Reclassification Ending Balance Year Ended December 31, 2024: Other current assets $1.1 $ — $ — $ — $ — $ 1.1 Intangible assets (franchise agreements) — 29.3 — (18.5) — 10.8 Total $1.1 $ 29.3 $ — $ (18.5) $ — $ 11.9 Year Ended December 31, 2023: Prepaid MTA equipment deployment costs $363.2 $ 21.8 $ — $ — $ (385.0) $ — Other current assets 1.6 (0.4) (0.1) — — 1.1 Intangible assets (franchise agreements) 62.0 22.3 — (469.3) 385.0 — Total $426.8 $ 43.7 $ (0.1) $ (469.3) $ — $ 1.1
Read it in 10-K Feb 28, 2025 at sec.gov
RemovedMD&A
On June 14, 2024, we entered into an amendment to the agreements governing the AR Facility, pursuant to which we (i) extended the term of the AR Facility so that it now terminates on June 14, 2027, unless further extended; and (ii) modified the upfront fee and modified the program fee so that the program fee may increase or decrease based on the Company’s Consolidated Net Secured Leverage Ratio (as defined and described below). The amendment to the agreements governing the AR Facility do not change how we account for the AR Facility as a collateralized financing activity.
Read it in 10-K Feb 28, 2025 at sec.gov
RewordedMD&A
Year Ended December 31, (in millions) 2025 2024 2023 Total revenues $ 1,831.7 $ 1,830.9 $ 1,820.6 Operating income (loss) $ 293.5 $ 425.5 (253.2) Restructuring charges(a) 20.1 — Net gain on dispositions (2.3) (160.9) (14.2) Impairment charges — 17.9 534.7 Depreciation 90.6 79.5 79.3 Amortization 69.6 72.0 81.2 Stock-based compensation 27.8 30.8 28.4 Adjusted OIBDA $ 499.3 $ 464.8 $ 456.2 Adjusted OIBDA margin 27.3 % 25.4 % 25.1 % Net income (loss) attributable to OUTFRONT Media Inc. $ 147.0 $ 258.2 $ (425.2) Depreciation of billboard advertising structures 72.8 59.5 60.2 Amortization of real estate-related intangible assets 60.2 65.5 71.1 Amortization of direct lease acquisition costs(a) costs(b) 56.1 58.4 55.4 Net gain (gain) loss on disposition of real estate assets (2.3) (160.9) (14.2) Impairment charges(b) charges(c) — 13.1 388.2 Adjustment related to redeemable and non-redeemable noncontrolling interests (0.3) (0.3) Income tax effect of adjustments(c) adjustments(d) — 10.1 — FFO attributable to OUTFRONT Media Inc. 333.5 303.6 135.2 Non-cash portion of income taxes (0.2) (0.5) (2.7) Cash paid for direct lease acquisition costs(a) (56.9) (58.2) costs(b) (56.1) (58.4) Maintenance capital expenditures (30.6) (21.7) (30.2) Restructuring charges(a) 20.1 — Other depreciation 17.8 20.0 19.1 Other amortization 9.4 6.5 10.1 Impairment charges on non-real estate assets(b) assets(c) — 4.8 146.5 Stock-based compensation 27.8 30.8 28.4 Non-cash effect of straight-line rent 7.7 10.7 9.7 Accretion expense 2.8 2.9 3.1 Amortization of deferred financing costs 5.8 6.1 6.7 Loss on extinguishment of debt 0.6 1.2 8.1 Adjustment related to non-controlling interests (0.1) — Income tax effect of adjustments(d) (0.8) — AFFO attributable to OUTFRONT Media Inc. $ 307.5 337.7 $ 275.8 306.0
Read it in 10-K Feb 26, 2026 at sec.gov
RewordedMD&A
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.
Read it in 10-K Feb 26, 2026 at sec.gov
RewordedMD&A
Since that time, all future deployment costs spending have and will continue to be recorded as Intangible assets rather than as Prepaid MTA equipment deployment costs until such time as As a result of the increase in revenue driven by 2025 performance, we project currently expect to recoup a portion of spending from transit franchise fees that would otherwise be payable to the MTA, which we currently do not expect throughout MTA within the remainder of the Amended Term of the MTA Agreement.
Read it in 10-K Feb 26, 2026 at sec.gov
RewordedMD&A
Accounts payable 50.2 51.4 55.5 (7) (2) Accrued compensation 72.3 56.7 41.4 37 28 Accrued interest 35.1 34.5 34.2 1 2 Accrued lease and franchise costs 72.2 82.8 80.0 4 (13) Other accrued expenses 55.5 54.3 56.2 (3) 2 Deferred revenues 57.7 42.8 37.7 14 35 Short-term debt — 10.0 65.0 (85) * Short-term operating lease liabilities 172.9 168.7 180.9 (7) Liabilities held for sale — 24.1 * 2 Other current liabilities 29.4 19.6 18.0 9 50 Total current liabilities 545.3 520.8 593.0 (12) 5 Working capital $ (41.6) $ (135.0) $ (195.4) (31) (69)
Read it in 10-K Feb 26, 2026 at sec.gov
RewordedMD&A
Transit franchise (236.3) (235.6) — Billboard property lease (446.6) (472.3) (5) Posting, maintenance and other (68.2) (62.4) 9 (149.3) (148.4) 1 Total operating expenses (304.5) (298.0) 2 (595.9) (620.7) (4) SG&A expenses (71.0) (70.6) 1 (266.6) (268.1) (1) Adjusted OIBDA $ 8.3 528.9 $ (16.0) * 520.5 2 Adjusted OIBDA margin 2.2 38.0 % (4.5) 36.9 % New York metropolitan area revenues as a percentage of Transit Billboard segment revenues 57 8 % 56 9 % Los Angeles metropolitan area revenues as a percentage of Transit Billboard segment revenues 8 14 % 10 15 %
Read it in 10-K Feb 26, 2026 at sec.gov
RewordedMD&A
Year Ended December 31, % Change (in millions, except percentages) 2023 2022 2025 2024 Operating income $ 11.4 1.8 $ 7.9 44% Depreciation 4.9 5.8 (16) Amortization 6.8 6.9 (1) 157.9 * Net gain on dispositions — (155.1) * Adjusted OIBDA $ 23.1 1.8 $ 20.6 12 2.8 (36)% Revenues $ 98.3 9.1 $ 98.2 — 37.8 (76) Organic revenues(a) $ 98.3 9.1 $ 95.0 3 2.9 * Non-organic revenues — 3.2 34.9 * Total revenues 98.3 98.2 — 9.1 37.8 (76) Operating expenses:
Read it in 10-K Feb 26, 2026 at sec.gov
RewordedMD&A
We 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 three months ended March 31, 2024 and June 30, 2024, and recorded impairment charges of $9.1 million in the first quarter of 2024 and $8.8 million, respectively, million in those periods the second quarter of 2024, for a total of $17.9 million in the six months year ended June 30, December 31, 2024.
Read it in 10-K Feb 26, 2026 at sec.gov
RewordedMD&A
Year Ended December 31, % Change (in millions, except percentages) 2025 2024 2023 Operating loss income $ (20.7) 374.6 $ (566.9) (96)% 385.9 (3)% Restructuring charges 8.4 — * Net (gain) loss on dispositions 0.1 — 1.8 (5.9) * Impairment charges 17.9 534.7 (97) Depreciation 7.0 8.8 (20) 81.4 72.5 12 Amortization 4.0 7.4 (46) 62.7 68.0 (8) Adjusted OIBDA $ 8.3 528.9 $ (16.0) * 520.5 2 Revenues $ 383.8 1,391.4 $ 352.6 9 1,409.3 (1) Operating expenses:
Read it in 10-K Feb 26, 2026 at sec.gov
RewordedMD&A
Billboard segment revenues increased $39.6 decreased $17.9 million, or 3%, 1%, in 2024 2025 compared to 2023, 2024, reflecting the impact of lost billboards in the period, partially offset by an increase in average revenue per display (yield), driven by including the impact of programmatic and direct sale advertising platforms on digital billboard revenues, partially offset by the impact of new revenues and lost billboards in the period, including insignificant acquisitions, and lower higher proceeds from condemnations.
Read it in 10-K Feb 26, 2026 at sec.gov
RewordedMD&A
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 three months ended March 31, 2024 and June 30, 2024, and recorded impairment charges of $9.1 million and $8.8 million, respectively, in those periods for a total of $17.9 million in during 2024, representing additional MTA equipment deployment cost spending during the first six months ended June 30, 2024. of 2024 (see Item 8., Note 4.
Read it in 10-K Feb 26, 2026 at sec.gov
RewordedMD&A
Posting, maintenance and other expenses increased $5.0 million, or 2%, $0.6 million in 2024 2025 compared to 2023, 2024, primarily due to higher compensation-related expenses, higher maintenance and utilities costs due to inflationary cost increases, utility costs, and higher posting and rotation costs caused by higher business activity, production expenses, partially offset by the impact of the Transaction and lower materials costs driven by lower third-party equipment sales. Transaction.
Read it in 10-K Feb 26, 2026 at sec.gov
RewordedMD&A
Billboard property lease (22.4) (23.8) (6) — (10.5) * Transit franchise (4.7) (4.8) (2) — (1.8) * Posting, maintenance and other (25.8) (26.4) (2) (7.2) (11.5) (37) Total operating expenses Total operating expenses (52.9) (55.0) (4) (7.2) (23.8) (70) SG&A expenses (22.3) (22.6) (1) (0.1) (11.2) (99) Adjusted OIBDA $ 23.1 1.8 $ 20.6 12 2.8 (36) Adjusted OIBDA margin 23.5 19.8 % 21.0 7.4 %
Read it in 10-K Feb 26, 2026 at sec.gov
Quiet changesMD&A
We then reviewed our MTA long-lived asset group to determine if there was a triggering event for impairment, noting that we were then projecting negative aggregate undiscounted cash flows of approximately $50.0 million through the remainder of the Amended Term of the MTA Agreement.
Read it in 10-K Feb 26, 2026 at sec.gov

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