株探米国株
英語
エドガーで原本を確認する
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Table of Contents            
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission File Number: 001-36367
OUTFRONT Media Inc.
(Exact name of registrant as specified in its charter)
Maryland
46-4494703
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
90 Park Avenue, 9th Floor
New York, NY
10016
(Address of principal executive offices)
(Zip Code)
(212) 297-6400
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
OUT
New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     ☒ Yes        ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).        ☒ Yes     ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    ☐ Yes    ☒ No

As of November 6, 2025, the number of shares outstanding of the registrant’s common stock was 167,234,555.


Table of Contents
OUTFRONT MEDIA INC.
QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2025
TABLE OF CONTENTS

Table of Contents
PART I
Item 1.    Financial Statements.
OUTFRONT Media Inc.
Consolidated Statements of Financial Position
(Unaudited)
As of
(in millions) September 30,
2025		 December 31,
2024
Assets:
Current assets:
Cash and cash equivalents $ 63.0  $ 46.9 
Receivables, less allowance ($21.4 in 2025 and $20.6 in 2024)
 306.3  305.3 
Prepaid lease and transit franchise costs 2.8  4.0 
Other prepaid expenses 21.1  17.8 
Other current assets 11.7  11.8 
Total current assets 404.9  385.8 
Property and equipment, net (Note 3) 642.5  648.9 
Goodwill 2,006.4  2,006.4 
Intangible assets (Note 4) 622.2  652.0 
Operating lease assets (Note 5) 1,513.0  1,503.8 
Other assets 21.5  18.3 
Total assets $ 5,210.5  $ 5,215.2 
Liabilities:
Current liabilities:
Accounts payable $ 39.3  $ 51.4 
Accrued compensation 66.6  56.7 
Accrued interest 23.9  34.5 
Accrued lease and franchise costs 68.9  82.8 
Other accrued expenses 58.0  54.3 
Deferred revenues 42.4  42.8 
Short-term debt (Note 8) —  10.0 
Short-term operating lease liabilities (Note 5) 179.0  168.7 
Other current liabilities 32.6  19.6 
Total current liabilities 510.7  520.8 
Long-term debt, net (Note 8) 2,582.3  2,482.5 
Asset retirement obligation (Note 6) 34.0  33.9 
Operating lease liabilities (Note 5) 1,361.0  1,351.8 
Other liabilities 39.0  42.2 
Total liabilities 4,527.0  4,431.2 
Commitments and contingencies (Note 17)
Redeemable noncontrolling interests (Note 9) 19.6  13.6 
Preferred stock (2025 - 50.0 shares authorized, and 0.1 shares of Series A Preferred Stock issued and outstanding; 2024 - 50.0 shares authorized, and 0.1 shares of Series A Preferred Stock issued and outstanding) (Note 10)
 119.8  119.8 
Stockholders’ equity (Note 10):
Common stock (2025 - 450.0 shares authorized, and 167.2 shares issued and outstanding; 2024 - 450.0 shares authorized, and 166.0 issued and outstanding)
 1.7  1.7 
Additional paid-in capital 2,494.5  2,493.6 
Distribution in excess of earnings (1,953.4) (1,846.2)
Accumulated other comprehensive loss (0.2) (0.1)
Total stockholders’ equity 542.6  649.0 
Noncontrolling interests 1.5  1.6 
Total liabilities and equity $ 5,210.5  $ 5,215.2 
See accompanying notes to unaudited consolidated financial statements.
3
Table of Contents
OUTFRONT Media Inc.
Consolidated Statements of Operations
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
(in millions, except per share amounts) 2025 2024 2025 2024
Revenues $ 467.5  $ 451.9  $ 1,318.4  $ 1,337.7 
Expenses:
Operating 230.7  233.1  683.5  711.6 
Selling, general and administrative 105.2  108.7  330.5  338.3 
Restructuring charges 0.3  —  20.1  — 
Net (gain) loss on dispositions 1.4  1.5  2.6  (153.6)
Impairment charges —  —  —  17.9 
Depreciation 22.4  18.6  69.6  55.5 
Amortization 17.6  18.7  52.1  53.6 
Total expenses 377.6  380.6  1,158.4  1,023.3 
Operating income 89.9  71.3  160.0  314.4 
Interest expense, net (37.0) (37.1) (109.5) (119.6)
Loss on extinguishment of debt (0.6) —  (0.6) (1.2)
Other income (loss), net —  (0.1) —  1.0 
Income before benefit (provision) for income taxes and equity in earnings of investee companies 52.3  34.1  49.9  194.6 
Benefit (provision) for income taxes (1.2) 0.2  (1.9) (10.4)
Equity in earnings of investee companies, net of tax 0.3  0.5  2.2  0.5 
Net income before allocation to redeemable and non-redeemable noncontrolling interests 51.4  34.8  50.2  184.7 
Net income attributable to redeemable and non-redeemable noncontrolling interests 0.1  0.2  —  0.5 
Net income attributable to OUTFRONT Media Inc. $ 51.3  $ 34.6  $ 50.2  $ 184.2 
Net income per common share:
Basic $ 0.29  $ 0.20  $ 0.26  $ 1.10 
Diluted $ 0.29  $ 0.20  $ 0.26  $ 1.08 
Weighted average shares outstanding:
Basic 167.2  162.0  166.9  161.8 
Diluted 176.3  163.2  168.1  170.4 
See accompanying notes to unaudited consolidated financial statements.
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OUTFRONT Media Inc.
Consolidated Statements of Comprehensive Income
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
(in millions) 2025 2024 2025 2024
Net income before allocation to redeemable and non-redeemable noncontrolling interests $ 51.4  $ 34.8  $ 50.2  $ 184.7 
Net income attributable to redeemable and non-redeemable noncontrolling interests 0.1  0.2  —  0.5 
Net income attributable to OUTFRONT Media Inc. 51.3  34.6  50.2  184.2 
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments —  —  —  (4.0)
Net actuarial gain (0.1) —  (0.1) — 
Write-off of currency translation losses related to a disposition —  —  —  9.5 
Total other comprehensive income (loss), net of tax (0.1) —  (0.1) 5.5 
Total comprehensive income $ 51.2  $ 34.6  $ 50.1  $ 189.7 
See accompanying notes to unaudited consolidated financial statements.
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OUTFRONT Media Inc.
Consolidated Statements of Redeemable Noncontrolling Interests, Preferred Stock and Equity
(Unaudited)
Stockholders’ Equity
(in millions, except per share amounts) Redeemable Non-controlling Interests Shares of Series A Preferred Stock
Series A Preferred Stock ($0.01 per share par value)
 Shares of Common Stock
 Common Stock ($0.01 per share par value)
 Additional Paid-In Capital Distribution in Excess of Earnings Accumulated Other Comprehensive Loss Total Stockholders’ Equity Non-controlling Interests
Balance as of
June 30, 2024		 $ 38.2  $ 0.1  $ 119.8  $ 162.0  $ 1.7  $ 2,403.1  $ (1,775.8) $ (0.3) $ 628.7  $ 1.6 
Net income 0.3  —  —  —  —  —  34.6  —  34.6  (0.1)
Stock-based payments:
Amortization —  —  —  —  —  7.0  —  —  7.0  — 
Purchase of non-controlling interest (24.6) —  —  —  —  0.3  —  —  0.3  — 
Series A Preferred Stock dividends (7%)
 —  —  —  —  —  —  (2.2) —  (2.2) — 
Dividends ($0.30 per share)
 —  —  —  —  —  —  (49.9) —  (49.9) — 
Adjustment to redeemable value of noncontrolling interests 0.3  —  —  —  —  (0.3) —  —  (0.3) — 
Other (0.7) —  —  —  —  —  —  —  —  0.1 
Balance as of September 30, 2024 $ 13.5  0.1  $ 119.8  162.0  $ 1.7  $ 2,410.1  $ (1,793.3) $ (0.3) $ 618.2  $ 1.6 
Balance as of
June 30, 2025		 $ 19.4  $ 0.1  $ 119.8  $ 167.1  $ 1.7  $ 2,489.8  $ (1,952.3) $ (0.1) $ 539.1  $ 1.5 
Net income 0.1  —  —  —  —  —  51.3  —  51.3  — 
Other comprehensive loss —  —  —  —  —  —  —  (0.1) (0.1) — 
Stock-based payments:
Vested —  —  —  0.2  —  —  —  —  —  — 
Amortization —  —  —  —  —  5.6  —  —  5.6  — 
Shares paid for tax withholding for stock-based payments —  —  —  (0.1) —  (0.7) —  —  (0.7) — 
Series A Preferred Stock dividends (7%)
 —  —  —  —  —  —  (2.2) —  (2.2) — 
Dividends ($0.30 per share)
 —  —  —  —  —  —  (50.2) —  (50.2) — 
Adjustment to redeemable value of noncontrolling interests 0.2  —  —  —  —  (0.2) —  —  (0.2) — 
Other (0.1) —  —  —  —  —  —  —  —  — 
Balance as of
September 30, 2025		 $ 19.6  0.1  $ 119.8  167.2  $ 1.7  $ 2,494.5  $ (1,953.4) $ (0.2) $ 542.6  $ 1.5 
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OUTFRONT Media Inc.
Consolidated Statements of Redeemable Noncontrolling Interests, Preferred Stock and Equity (Continued)
(Unaudited)
Stockholders’ Equity
(in millions, except per share amounts) Redeemable Non-controlling Interests Shares of Series A Preferred Stock
Series A Preferred Stock ($0.01 per share par value)
 Shares of Common Stock
 Common Stock ($0.01 per share par value)
 Additional Paid-In Capital Distribution in Excess of Earnings Accumulated Other Comprehensive Loss Total Stockholders’ Equity Non-controlling Interests
Balance as of December 31, 2023 $ 31.3  0.1  $ 119.8  161.1  $ 1.7  $ 2,402.5  $ (1,821.1) $ (5.8) $ 577.3  $ 1.7 
Net income 0.6  —  —  —  —  —  184.2  —  184.2  (0.1)
Other comprehensive income —  —  —  —  —  —  —  5.5  5.5  — 
Stock-based payments:
Vested —  —  —  1.5  —  —  —  —  —  — 
Amortization —  —  —  —  —  21.8  —  —  21.8  — 
Shares paid for tax withholding for stock-based payments —  —  —  (0.6) —  (7.7) —  —  (7.7) — 
Purchase of non-controlling interest (24.6) —  —  —  —  0.3  —  —  0.3  — 
Series A Preferred Stock dividends (7%)
 —  —  —  —  —  —  (6.6) —  (6.6) — 
Dividends ($0.90 per share)
 —  —  —  —  —  —  (149.8) —  (149.8) — 
Adjustment to redeemable value of noncontrolling interests 6.8  —  —  —  —  (6.8) —  —  (6.8) — 
Other (0.6) —  —  —  —  —  —  —  —  — 
Balance as of
September 30, 2024		 $ 13.5  0.1  $ 119.8  162.0  $ 1.7  $ 2,410.1  $ (1,793.3) $ (0.3) $ 618.2  $ 1.6 

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OUTFRONT Media Inc.
Consolidated Statements of Redeemable Noncontrolling Interests, Preferred Stock and Equity (Continued)
(Unaudited)
Stockholders’ Equity
(in millions, except per share amounts) Redeemable Non-controlling Interests Shares of Series A Preferred Stock
Series A Preferred Stock ($0.01 per share par value)
 Shares of Common Stock
 Common Stock ($0.01 per share par value)
 Additional Paid-In Capital Distribution in Excess of Earnings Accumulated Other Comprehensive Loss Total Stockholders’ Equity Non-controlling Interests
Balance as of December 31, 2024 $ 13.6  0.1  $ 119.8  166.0  $ 1.7  $ 2,493.6  $ (1,846.2) $ (0.1) $ 649.0  $ 1.6 
Net income —  —  —  —  —  —  50.2  —  50.2  — 
Other comprehensive loss —  —  —  —  —  —  —  (0.1) (0.1) — 
Stock-based payments:
Vested —  —  —  2.1  —  —  —  —  —  — 
Amortization —  —  —  —  —  23.3  —  —  23.3  — 
Shares paid for tax withholding for stock-based payments —  —  —  (0.9) —  (16.5) —  —  (16.5) — 
Series A Preferred Stock dividends (7%)
 —  —  —  —  —  —  (6.6) —  (6.6) — 
Dividends ($0.90 per share)
 —  —  —  —  —  —  (150.8) —  (150.8) — 
Adjustment to redeemable value of noncontrolling interests 5.9  —  —  —  —  (5.9) —  —  (5.9) — 
Other 0.1  —  —  —  —  —  —  —  —  (0.1)
Balance as of
September 30, 2025		 $ 19.6  0.1  $ 119.8  167.2  $ 1.7  $ 2,494.5  $ (1,953.4) $ (0.2) $ 542.6  $ 1.5 
See accompanying notes to unaudited consolidated financial statements.
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OUTFRONT Media Inc.
Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended
September 30,
(in millions) 2025 2024
Operating activities:
Net income attributable to OUTFRONT Media Inc. $ 50.2  $ 184.2 
Adjustments to reconcile net income to net cash flow provided by operating activities:
Net income attributable to redeemable and non-redeemable noncontrolling interests —  0.5 
Depreciation and amortization 121.7  109.1 
Deferred tax benefit —  (1.2)
Stock-based compensation 23.3  21.8 
Provision for doubtful accounts 4.0  4.2 
Accretion expense 2.1  2.2 
Net (gain) loss on dispositions 2.6  (153.6)
Loss on extinguishment of debt 0.6  1.2 
Equity in earnings of investee companies, net of tax (2.2) (0.5)
Distributions from investee companies 0.4  0.9 
Amortization of deferred financing costs and debt discount 4.4  4.6 
Change in assets and liabilities, net of investing and financing activities:
(Increase) decrease in receivables (5.0) 2.3 
Increase in prepaid expenses and other current assets (3.4) (2.6)
Decrease in accounts payable and accrued expenses (27.4) (19.6)
Increase in operating lease assets and liabilities 11.7  14.3 
Increase (decrease) in deferred revenues (0.4) 7.3 
Increase (decrease) in income taxes (0.1) 0.3 
Decrease in assets and liabilities held for sale, net —  (2.1)
Other, net 7.0  1.4 
Net cash flow provided by operating activities
 189.5  174.7 
Investing activities:
Capital expenditures (64.0) (59.9)
Acquisitions (10.4) (11.2)
MTA franchise rights (15.5) (7.0)
Net proceeds from dispositions 1.1  310.0 
Investment in investee companies —  (1.2)
Return of investment in investee companies 1.5  — 
Net cash flow provided by (used for) investing activities (87.3) 230.7 
Financing activities:
Proceeds from long-term debt borrowings 499.4  — 
Repayments of long-term debt borrowings (400.0) (200.0)
Proceeds from borrowings under short-term debt facilities 90.0  135.0 
Repayments of borrowings under short-term debt facilities (100.0) (160.0)
Payments of deferred financing costs (4.6) (0.3)
Taxes withheld for stock-based compensation (13.2) (7.4)
Purchase of redeemable noncontrolling interest —  (23.9)
Dividends (157.7) (156.4)
Net cash flow used for financing activities
 (86.1) (413.0)
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OUTFRONT Media Inc.
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
Nine Months Ended
September 30,
(in millions) 2025 2024
Effect of exchange rate changes on cash and cash equivalents
 —  (0.4)
Net increase (decrease) in cash and cash equivalents
 16.1  (8.0)
Cash and cash equivalents at beginning of period
 46.9  36.0 
Cash and cash equivalents at end of period
 $ 63.0  $ 28.0 
Supplemental disclosure of cash flow information:
Cash paid for income taxes
 $ 2.0  $ 11.4 
Cash paid for interest
 115.9  127.1 
Non-cash investing and financing activities:
Accrued purchases of property and equipment
 $ 7.7  $ 7.2 
Accrued MTA franchise rights 1.8  2.1 
Taxes withheld for stock-based compensation 3.3  0.3 
See accompanying notes to unaudited consolidated financial statements.
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OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)

Note 1. Description of Business and Basis of Presentation

Description of Business

OUTFRONT Media Inc. (the “Company”) and its subsidiaries (collectively, “we,” “us” or “our”) 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.”). 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. 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 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.)

Basis of Presentation and Use of Estimates

The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (the “SEC”). In the opinion of our management, the accompanying unaudited consolidated financial statements reflect all adjustments, consisting of normal and recurring adjustments, necessary for a fair presentation of our financial position, results of operations and cash flows for the periods presented. These financial statements should be read in conjunction with the more detailed financial statements and notes thereto, included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025.

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America (“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. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.

On January 17, 2025, the Company effected a Reverse Stock Split (as defined below) of the Company’s common stock (see Note 10. Equity). All shares of the Company’s common stock and per-share data included in these consolidated financial statements have been retroactively adjusted as though the Reverse Stock Split has been effected prior to all periods presented.

Note 2. New Accounting Standards

Adoption of New Accounting Standards

In December 2023, the Financial Accounting Standards Board (“FASB”) issued guidance to enhance the transparency and decision usefulness of income tax disclosures primarily related to rate reconciliation and income taxes paid information. The guidance is effective for annual periods beginning after December 15, 2024. Retrospective application is permitted. We are currently evaluating the impact of this guidance on our 2025 annual consolidated financial statements.

Recent Pronouncements

In September 2025, the FASB issued amendments to guidance related to accounting for internal-use software. An entity is required to start capitalizing software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended. The amendments are effective for annual reporting periods beginning after December 15, 2027, and interim periods within those fiscal years. Early adoption is permitted. We do not expect the amendments to have an impact on our consolidated financial In July 2025, the FASB issued guidance in developing reasonable and supportable forecasts as part of estimating expected credit losses.
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OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)
statements.

All entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The guidance is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years. Early adoption is permitted. We do not expect this guidance to have an impact on our consolidated financial statements.

In November 2024 and January 2025, the FASB issued guidance to improve disclosure of expenses by providing more detailed information about specific expense categories included in commonly presented financial statement expense captions in the notes to the financial statements. The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. This guidance does not change or remove current expense disclosure requirements and will not have any impact on our consolidated financial statements. We are evaluating the impact to our Notes to the Consolidated Financial Statements.

Note 3. Property and Equipment, Net

The table below presents the balances of major classes of assets and accumulated depreciation.
As of
(in millions) Estimated Useful Lives September 30,
2025		 December 31,
2024
Land $ 110.4  $ 110.2 
Buildings
15 to 35 years
 48.2  47.1 
Advertising structures
3 to 20 years
 1,763.1  1,752.8 
Furniture, equipment and other
3 to 10 years
 196.0  186.8 
Construction in progress 34.1  32.9 
2,151.8  2,129.8 
Less: Accumulated depreciation 1,509.3  1,480.9 
Property and equipment, net $ 642.5  $ 648.9 

Depreciation expense was $22.4 million in the three months ended September 30, 2025, $18.6 million in the three months ended September 30, 2024, $69.6 million in the nine months ended September 30, 2025, and $55.5 million in the nine months ended September 30, 2024.

Note 4. Intangible Assets

Our identifiable intangible assets primarily consist of acquired permits and leasehold agreements, and franchise agreements, which grant us the right to operate out-of-home structures in specified locations and the right to provide advertising space on railroad and municipal transit properties. Identifiable intangible assets are amortized on a straight-line basis over their estimated useful life, which is the respective life of the agreement that in some cases includes historical experience of renewals.

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OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)
Our identifiable intangible assets consist of the following:
(in millions) Gross Accumulated Amortization Impairment Net
As of September 30, 2025:
Permits and leasehold agreements $ 1,536.7  $ (971.1) $ —  $ 565.6 
Franchise agreements(a)
 904.2  (368.8) (485.8) 49.6 
Other intangible assets 18.1  (11.1) —  7.0 
Total intangible assets $ 2,459.0  $ (1,351.0) $ (485.8) $ 622.2 
As of December 31, 2024:
Permits and leasehold agreements $ 1,535.9  $ (935.7) $ —  $ 600.2 
Franchise agreements(a)
 888.8  (360.9) (485.8) 42.1 
Other intangible assets 19.5  (9.8) —  9.7 
Total intangible assets $ 2,444.2  $ (1,306.4) $ (485.8) $ 652.0 
(a)We reclassified all Prepaid MTA equipment deployment costs (see Note 17. Commitments and Contingencies) and recorded impairments in the first and second quarters of 2024, due to the long-term outlook of our Transit reporting unit.

In the nine months ended September 30, 2025, we acquired 12 displays, resulting in amortizable intangible assets for permits and leasehold agreements of $8.3 million, which are amortized using the straight-line method over their estimated useful lives, an average period of 18.1 years.

All of our intangible assets, except goodwill, are subject to amortization. Amortization expense was $17.6 million in the three months ended September 30, 2025, $18.7 million in the three months ended September 30, 2024, $52.1 million in the nine months ended September 30, 2025, and $53.6 million in the nine months ended September 30, 2024.

As a result of negative aggregate undiscounted cash flow forecasts related to our New York Metropolitan Transportation Authority (the “MTA”) asset group, we performed quarterly impairment analyses on the MTA asset group during 2024 and recorded impairment charges of $17.9 million during the nine months ended September 30, 2024, representing additional MTA equipment deployment cost spending during the first six months of 2024. No impairment charges were recorded during the three and nine months ended September 30, 2025.

Note 5. Leases

Lessee

The following table presents our operating lease assets and liabilities:
As of
(in millions, except years and percentages) September 30,
2025		 December 31,
2024
Operating lease assets $ 1,513.0  $ 1,503.8 
Short-term operating lease liabilities 179.0  168.7 
Non-current operating lease liabilities 1,361.0  1,351.8 
Weighted-average remaining lease term 10.7 years 10.8 years
Weighted-average discount rate 6.5  % 6.4  %

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OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)
The components of our lease expenses were as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
(in millions) 2025 2024 2025 2024
Operating expenses $ 110.3  $ 119.3  $ 331.0  $ 362.3 
Selling, general and administrative expenses 3.2  2.9  9.2  10.8 
Variable costs 28.3  31.6  81.5  90.5 
Cash paid for operating leases(a)
 105.4  108.6  342.9  364.6 
Leased assets obtained in exchange for new operating lease liabilities 90.2  40.8  203.5  146.4 
(a)In the nine months ended September 30, 2024, includes amounts related to Canada. (See Note 13. Acquisitions and Dispositions: Dispositions.)

For each of the three and nine months ended September 30, 2025 and 2024, sublease income related to office properties was immaterial.

Lessor

We recorded rental income of $327.2 million for the three months ended September 30, 2025, $338.4 million for the three months ended September 30, 2024, $941.0 million for the nine months ended September 30, 2025, and $988.3 million for the nine months ended September 30, 2024, in Revenues on our Consolidated Statement of Operations.

Note 6. Asset Retirement Obligation

The following table sets forth the change in the asset retirement obligations associated with our advertising structures located on leased properties. The obligation is calculated based on the assumption that all of our advertising structures will be removed within the next 50 years. The estimated annual costs to dismantle and remove the structures upon the termination or non-renewal of our leases are consistent with our historical experience.
(in millions)
As of December 31, 2024 $ 33.9 
Accretion expense 2.1 
Additions 0.2 
Liabilities settled (2.2)
As of September 30, 2025 $ 34.0 

Note 7. Related Party Transactions

On January 18, 2023, we entered into a transaction with an affiliate of Providence Equity Partners L.L.C. (the “Providence Affiliate”) in connection with the Providence Affiliate’s purchase of a lease for certain outdoor advertising assets (the “Assets”) from a third-party seller. Pursuant to an agreement between us and the Providence Affiliate (the “Billboard Agreement”), we agreed to exclusively market, license and make advertising space available on the Assets to third-party advertisers for a term of up to ten years (the “Billboard Transaction”). In return, we will retain all revenues from the sale of advertising with respect to the Assets less the following payments to the Providence Affiliate or its payment designee, as applicable: (i) a minimum annual guarantee payment paid to the Providence Affiliate’s payment designee that increases from approximately $1.8 million to $3.5 million during the term of the Billboard Agreement; (ii) a minimum annual guarantee payment paid to the Providence Affiliate that increases from $8.5 million to $12.0 million by year six and adjusted for inflation thereafter through year ten; (iii) a percentage revenue share payment on gross revenues generated above $22.0 million paid to the Providence Affiliate during the term of the Billboard Agreement; (iv) a percentage revenue share payment on net revenues until $100.0 million is paid to the Providence Affiliate or its payment designee, as applicable; and (v) a one-time payment of $10.0 million paid to the Providence Affiliate on the fifth anniversary of the closing of the Billboard Transaction (the “Billboard Transaction Closing”) if we have not yet acquired the Assets as described below.
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OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)
The Billboard Agreement also provides that (i) we have the option to acquire the Assets from the Providence Affiliate between the third and seventh anniversaries of the Billboard Transaction Closing at pre-agreed prices depending on the time at which we exercise the option; (ii) prior to the seventh anniversary of the Billboard Transaction Closing, we have a right of first offer prior to any sale of the Assets by the Providence Affiliate to a third-party; and (iii) in the event of a termination of the Billboard Agreement by the Providence Affiliate after a sale to a third-party, we may in certain circumstances be entitled to receive a termination payment. As of September 30, 2025, operating lease assets related to the Billboard Agreement were $78.9 million, current operating lease liabilities related to the Billboard Agreement were $5.2 million and non-current operating lease liabilities related to the Billboard Agreement were $84.6 million, and are included in Operating lease assets, current Operating lease liabilities and non-current Operating lease liabilities, respectively, on the Consolidated Statements of Financial Position. Billboard revenues related to the Billboard Agreement were $2.7 million in the three months ended September 30, 2025, $2.5 million in the three months ended September 30, 2024, $8.8 million in the nine months ended September 30, 2025, and $7.7 million in the nine months ended September 30, 2024, and recorded in Revenues on the Consolidated Statement of Operations. Operating lease expenses related to the Billboard Agreement were $2.9 million in the three months ended September 30, 2025, $2.8 million in the three months ended September 30, 2024, $8.8 million in the nine months ended September 30, 2025, and $9.1 million in the nine months ended September 30, 2024, and recorded in Operating expenses on the Consolidated Statement of Operations.

Joint Ventures

Additionally, we have a 50% ownership interest in one active joint venture that operates transit shelters in the greater Los Angeles area and two active joint ventures which operate a total of nine billboard displays in New York and Boston. All of these joint ventures are accounted for as equity investments. These investments totaled $8.9 million as of September 30, 2025, and $8.6 million as of December 31, 2024, and are included in Other assets on the Consolidated Statements of Financial Position. We provided sales and management services to these joint ventures and recorded management fees in Revenues on the Consolidated Statement of Operations of $0.9 million in the three months ended September 30, 2025, $1.0 million in the three months ended September 30, 2024, $2.2 million in the nine months ended September 30, 2025, and $3.2 million in the nine months ended September 30, 2024.

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OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)
Note 8. Debt

Debt, net, consists of the following:
As of
(in millions, except percentages) September 30,
2025		 December 31,
2024
Short-term debt:
AR Facility $ —  $ 10.0 
Total short-term debt —  10.0 
Long-term debt:
Term loan 499.2  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 (16.9) (17.0)
Total long-term debt, net 2,582.3  2,482.5 
Total debt, net $ 2,582.3  $ 2,492.5 
Weighted average cost of debt 5.4  % 5.4  %

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.

In the three and nine months ended September 30, 2025, we recorded a Loss on extinguishment of debt of $0.6 million on the Consolidated Statement of Operations, relating to the write-off of deferred financing costs and a portion of the discount on our previously existing term loan. In the nine months ended September 30, 2024, we recorded a Loss on extinguishment of debt of $1.2 million on the Consolidated Statement of Operations, relating to the write-off of deferred financing costs and a portion of the discount on our previously existing term loan.

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OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)
Term Loan

The interest rate on the Term Loan was 6.2% per annum as of September 30, 2025. As of September 30, 2025, a discount of $0.8 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

As of September 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 the three months ended September 30, 2025, $0.5 million in the three months ended September 30, 2024, $1.5 million in the nine months ended September 30, 2025 and $1.5 million in the nine months ended September 30, 2024. As of September 30, 2025, we had issued letters of credit totaling approximately $5.1 million against the letter of credit facility sublimit under the Revolving Credit Facility.

Standalone Letter of Credit Facilities

As of September 30, 2025, we had issued letters of credit totaling approximately $67.2 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 nine months ended September 30, 2025 and 2024.

Accounts Receivable Securitization Facility

As of September 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 September 30, 2025, there were no outstanding borrowings under the AR Facility. As of September 30, 2025, borrowing capacity remaining under the AR Facility was $150.0 million based on approximately $366.2 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 September 30, 2025, $0.1 million in the three months ended September 30, 2024, $0.3 million in the nine months ended September 30, 2025, and $0.2 million in the nine months ended September 30, 2024.

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OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)
Debt Covenants

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 and/or avoid incurring taxes, 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 or grant additional liens. 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 6.5 to 1.0. As of September 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 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 (subject to potential acquisition-related adjustments). As of September 30, 2025, our Consolidated Net Secured Leverage Ratio was 1.6 to 1.0 in accordance with the Credit Agreement. As of September 30, 2025, we are in compliance with our debt covenants.

Deferred Financing Costs

As of September 30, 2025, we had deferred $21.7 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.

Fair Value

Under the fair value hierarchy, observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities are defined as Level 1; observable inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability are defined as Level 2; and unobservable inputs for the asset or liability are defined as Level 3. The aggregate fair value of our debt, which is estimated based on quoted market prices of similar liabilities, was approximately $2.6 billion as of September 30, 2025, and $2.5 billion as of December 31, 2024. The fair value of our debt as of both September 30, 2025, and December 31, 2024, is classified as Level 2.

Note 9. Redeemable Noncontrolling Interests

To the extent that the noncontrolling interests’ buy/sell arrangement redemption amount is correlated with the estimated fair value of the subsidiary or its underlying assets, we have used the market method to estimate such fair values. The redemption value of these interests, as of all periods presented, is classified as Level 3. (See Note 8. Debt: Fair Value.)

Note 10. Equity

As of September 30, 2025, 450,000,000 shares of our common stock, par value $0.01 per share, were authorized; 167,234,469 shares were issued and outstanding; and 50,000,000 shares of our preferred stock, par value $0.01 per share, were authorized, with 125,000 shares of our Series A Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”), par value $0.01 per share, issued and outstanding.

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.
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Notes to Consolidated Financial Statements
(Unaudited)
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.

During the three months ended September 30, 2025, we paid cash dividends of $2.2 million on the Series A Preferred Stock and during the nine months ended September 30, 2025, we paid cash dividends of $6.6 million on the Series A Preferred Stock. As of September 30, 2025, 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.

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 nine months ended September 30, 2025. As of September 30, 2025, we had approximately $232.5 million of capacity remaining under the ATM Program.

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 included in these Consolidated Financial Statements have been retroactively adjusted as though the Reverse Stock Split has been effected prior to all periods presented.

On November 6, 2025, we announced that our board of directors approved a quarterly cash dividend of $0.30 per share on our common stock payable on December 31, 2025, to stockholders of record at the close of business on December 5, 2025.

Note 11. Revenues

The following table summarizes revenues by source:
Three Months Ended Nine Months Ended
September 30, September 30,
(in millions) 2025 2024 2025 2024
Billboard:
Static displays $ 231.4  $ 235.6  $ 668.5  $ 701.9 
Digital displays 109.5  111.1  309.0  322.4 
Other 11.9  13.9  37.3  38.5 
Billboard revenues 352.8  360.6  1,014.8  1,062.8 
Transit:
Static displays 46.6  44.6  127.1  135.1 
Digital displays 56.0  36.6  141.5  112.4 
Other 9.8  9.7  27.8  26.6 
Transit revenues 112.4  90.9  296.4  274.1 
Other 2.3  0.4  7.2  0.8 
Total revenues $ 467.5  $ 451.9  $ 1,318.4  $ 1,337.7 

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Notes to Consolidated Financial Statements
(Unaudited)
Rental income was $327.2 million in the three months ended September 30, 2025, $338.4 million in the three months ended September 30, 2024, $941.0 million in the nine months ended September 30, 2025, and $988.3 million in the nine months ended September 30, 2024, and is recorded in Revenues on the Consolidated Statement of Operations.

The following table summarizes revenues by geography:
Three Months Ended Nine Months Ended
September 30, September 30,
(in millions) 2025 2024 2025 2024
United States:
Billboard $ 352.8  $ 360.6  $ 1,014.8  $ 1,034.7 
Transit 112.4  90.9  296.4  267.3 
Other 2.3  0.4  7.2  0.8 
Total United States revenues 467.5  451.9  1,318.4  1,302.8 
Canada —  —  —  34.9 
Total revenues $ 467.5  $ 451.9  $ 1,318.4  $ 1,337.7 

We recognized substantially all of the Deferred revenues on the Consolidated Statement of Financial Position as of December 31, 2024, during the three months ended March 31, 2025.

Note 12. Restructuring Charges

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 the three months ended September 30, 2025, we recorded restructuring charges for severance payments of approximately $0.3 million associated with the Plan. In the three months ended September 30, 2025, restructuring charges of $0.2 million were recorded in Billboard and $0.1 million were recorded in Transit. In the nine months ended September 30, 2025, we recorded restructuring charges of approximately $20.1 million associated with the Plan, consisting of $17.9 million of severance payments, employee benefits and related costs (including approximately $2.2 million in non-cash charges for stock-based compensation), and $2.2 million of professional fees. In the nine months ended September 30, 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. 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 and accrued professional fees related to the Plan remain outstanding and is included in Other accrued expenses on the Consolidated Statement of Financial Position, as follows:
(in millions) Total Restructuring Reserve Severance, Employee Benefits, and Related Costs Professional Fees
As of December 31, 2024 $ —  $ —  $ — 
Charged to expense 20.1  17.9  2.2 
Non-cash charges for stock-based compensation (2.2) (2.2) — 
Liabilities settled (8.0) (6.0) (2.0)
As of September 30, 2025 $ 9.9  $ 9.7  $ 0.2 

Note 13. Acquisitions and Dispositions

Acquisitions

We completed several asset acquisitions for a total purchase price of approximately $10.4 million in the nine months ended September 30, 2025, and $11.2 million in the nine months ended September 30, 2024. The value of the assets acquired during 2025 and 2024 has primarily been allocated to the related permits and leasehold agreements intangible assets (see Note 4. Intangible Assets).
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Notes to Consolidated Financial Statements
(Unaudited)

Dispositions

On June 7, 2024, the Company completed the sale of the Canadian Business in the Transaction. In connection with the Transaction, the Company received C$410.0 million in cash, subject to certain purchase price adjustments.

Note 14. Stock-Based Compensation

In the first quarter of 2025, the Company updated its long-term equity incentive compensation program for the Company’s executive officers and certain other employees by adding a relative total shareholder return (“TSR”) financial measure and removing adjusted funds from operations as a financial measure for the allocation and calculation of performance-based restricted share units (“PRSUs”) awards. The Company modified the vesting schedule for the PRSU awards as well. Accordingly, the Company’s annual long-term equity incentive compensation awards for these employees will be allocated as follows going forward: (i) 60% PRSUs, which contain market and service conditions, (1) with 60% of the awards earned based on one-year Adjusted OIBDA (as defined below) performance, subject to ratable vesting over a three-year period following the grant date, and (2) 40% earned based on the Company’s TSR relative to the TSRs of the companies in a custom peer group based on a three-year performance period from January 1, 2025 to December 31, 2027, subject to cliff vesting in full on the third anniversary of the award grant date; and (ii) 40% time-based restricted share units (“RSUs"), which only contain a service condition, subject to ratable vesting over a three-year period following the grant date. The number of PRSUs eligible to vest will range from 0% to 120% or 0% to 200% of target based on the Company’s Adjusted OIBDA performance and the Company’s relative TSR performance, as applicable. Monte Carlo method simulation has been used to estimate the grant date fair value of the PRSUs that have a market condition.

In addition, in the first quarter of 2025, the Company granted one-time grants of PRSUs to certain executive officers and other employees to, among other things, address the change in vesting periods of the PRSU awards, from PRSU awards that had one-year determination periods in 2024 to PRSU awards that had a combination of one-year and three-year determination periods in 2025. The terms and conditions of these PRSU grants are substantially similar to those of the PRSU grants described above, except that the Company’s TSR relative to the TSRs of the companies in a custom peer group will be measured over a two-year performance period from January 1, 2025 to December 31, 2026, and these PRSU grants will cliff vest in full on the second anniversary of the award grant date. Monte Carlo method simulation has been used to estimate the grant date fair value of these one-time PRSU grants.

On September 4, 2025 and September 24, 2025, the Company granted one-time PRSU awards to each of Nicolas Brien, the Company’s Chief Executive Officer, and Matthew Siegel, the Company’s Executive Vice President and Chief Financial Officer, in the amounts of $2,000,000 and $400,000, respectively. The PRSUs are tied to the Company’s common stock price performance over a three-year performance period. If the performance conditions are satisfied, the PRSUs will cliff vest on the earlier of the third anniversary of the respective grant dates and the dates on which Mr. Brien’s and/or Mr. Siegel’s respective employment is terminated by the Company without “Cause” or by Mr. Brien and/or Mr. Siegel for “Good Reason” (as those terms are each defined in Mr. Brien’s and Mr. Siegel’s respective employment agreements). The terms and conditions of the PRSUs are set forth in the OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan and the related equity award terms and conditions. In addition, on September 4, 2025, the Company granted a one-time RSU award to Mr. Brien with a value of $1,000,000. The RSUs cliff vest on the earlier of the third anniversary of the grant date and the date on which Mr. Brien’s employment is terminated by the Company without “Cause” or by him for “Good Reason” (as those terms are each defined in his employment agreement).

The following table summarizes our stock-based compensation expense for the three and nine months ended September 30, 2025 and 2024.
Three Months Ended Nine Months Ended
September 30, September 30,
(in millions) 2025 2024 2025 2024
Stock-based compensation expenses (RSUs and PRSUs), before income taxes $ 5.6  $ 7.0  $ 23.3  $ 21.8 
Tax benefit (0.3) (0.1) (1.4) (0.7)
Stock-based compensation expense, net of tax $ 5.3  $ 6.9  $ 21.9  $ 21.1 

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Notes to Consolidated Financial Statements
(Unaudited)
As of September 30, 2025, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $31.3 million, which is expected to be recognized over a weighted average period of 2.0 years.

RSUs and PRSUs

The following table summarizes activity for the nine months ended September 30, 2025, of RSUs and PRSUs issued to our employees.
Activity Weighted Average Per Share Grant Date Fair Market Value
Non-vested as of December 31, 2024 3,282,970  $ 15.37 
Granted:
RSUs 1,171,875  18.24 
PRSUs 709,428  16.15 
Vested:
RSUs (1,216,155) 16.75 
PRSUs (515,308) 16.72 
Forfeitures:
RSUs (132,504) 17.25 
PRSUs (17,456) 18.33 
Non-vested as of September 30, 2025 3,282,850  15.75 

Note 15. Income Taxes

We are organized in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”) and, accordingly, we have not provided for U.S. federal income tax on our REIT taxable income that we distribute to our stockholders. We have elected to treat our subsidiaries that participate in certain non-REIT qualifying activities as TRSs. As such, we have provided for their federal, state and foreign income taxes.

Tax years 2021 to present are open for examination by the tax authorities.

Our effective income tax rate represents a combined annual effective tax rate for federal, state, local and foreign taxes applied to interim operating results.

In the nine months ended September 30, 2025, our effective tax rate differed from the U.S. federal statutory income tax rate primarily due to our REIT status, including the dividends paid deduction, and the impact of state and local taxes. In the nine months ended September 30, 2024, our effective tax rate also included the effect of foreign operations before the impact of the Transaction.

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Notes to Consolidated Financial Statements
(Unaudited)
Note 16. Earnings Per Share (“EPS”)
Three Months Ended Nine Months Ended
September 30, September 30,
(in millions) 2025 2024 2025 2024
Net income available for common stockholders(a)
 $ 51.3  $ 34.6  $ 50.2  $ 184.2 
Less: Distributions to holders of Series A Preferred Stock
 2.2  2.2  6.6  6.6 
Net income available for common stockholders(b)
 $ 49.1  $ 32.4  $ 43.6  $ 177.6 
Weighted average shares for basic EPS 167.2  162.0  166.9  161.8 
Dilutive potential shares from grants of RSUs and PRSUs 1.3  1.2  1.2  0.8 
Dilutive potential shares issuable upon conversion of Series A Preferred Stock 7.8  —  —  7.8 
Weighted average shares for diluted EPS(c)(d)
 176.3  163.2  168.1  170.4 
(a)For the three months ended September 30, 2025, and the nine months ended September 30, 2024, Net income available for common stockholders for the calculation of diluted EPS.
(b)For the nine months ended September 30, 2025, and the three months ended September 30, 2024, Net income available for common stockholders for the calculation of both basic and diluted EPS. For the three months ended September 30, 2025, and the nine months ended September 30, 2024, Net income available for common stockholders for the calculation of basic EPS.
(c)The potential impact of 0.1 million granted RSUs and PRSUs in the three months ended September 30, 2025, 0.1 million granted RSUs and PRSUs in the nine months ended September 30, 2025, and 1.0 million granted RSUs and PRSUs in the nine months ended September 30, 2024, were antidilutive.
(d)The potential impact of 7.8 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the three months ended September 30, 2024 and 7.8 million shares of our common stock issuable upon conversion of the Series A Preferred Stock in the nine months ended September 30, 2025, were antidilutive.

Note 17. Commitments and Contingencies

Off-Balance Sheet Arrangements

Our off-balance sheet commitments primarily consist of guaranteed minimum annual payments and letters of credit. These arrangements result from our normal course of business and represent obligations that are payable over several years.

Contractual Obligations

We have agreements with municipalities and transit operators which entitle us to operate advertising displays within their transit systems, including on the interior and exterior of rail and subway cars and buses, as well as on benches, transit shelters, street kiosks, and transit platforms. Under most of these franchise agreements, the franchisor is entitled to receive the greater of a percentage of the relevant revenues, net of agency fees, or a specified guaranteed minimum annual payment.

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”).

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Notes to Consolidated Financial Statements
(Unaudited)
•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). 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 nine months ended September 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.

•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.

During the nine months ended September 30, 2025, we had no recoupment from incremental revenues. As of September 30, 2025, 27,341 digital displays had been installed, composed of 5,016 digital advertising screens on subway and train platforms and entrances, 15,904 smaller-format digital advertising screens on rolling stock and 6,421 MTA communications displays. In the three months ended September 30, 2025, 90 installations occurred, for a total of 1,096 in the nine months ended September 30, 2025. During the nine months ended September 30, 2025, we incurred equipment deployment costs of $15.3 million, which were recorded as Intangible assets related to franchise agreements. As of September 30, 2025, we had Intangible assets related to franchise agreements balance related to the MTA Agreement of $23.5 million.
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 2024 and recorded impairment charges of $17.9 million during the nine months ended September 30, 2024, representing additional MTA equipment deployment cost spending during the first six months of 2024. No impairment charges were recorded during the three and nine months ended September 30, 2025.

Letters of Credit

We have indemnification obligations with respect to letters of credit and surety bonds primarily used as security against non-performance in the normal course of business. As of September 30, 2025, the outstanding letters of credit were approximately $72.3 million and outstanding surety bonds were approximately $109.6 million, and were not recorded on the Consolidated Statements of Financial Position.

Legal Matters

On an ongoing basis, we are engaged in lawsuits and governmental proceedings and respond to various investigations, inquiries, notices and claims from national, state and local governmental and other authorities (collectively, “litigation”). Litigation is inherently uncertain and always difficult to predict. Although it is not possible to predict with certainty the eventual outcome of any litigation, in our opinion, none of our current litigation is expected to have a material adverse effect on our results of operations, financial position or cash flows.

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OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)
Note 18. Segment Information

We have identified our Chief Executive Officer as the chief operating decision maker for purposes of determining segments. We currently manage our operations through two reportable operating segments—(1) Billboard, which provides advertising space on billboard advertising structures and sites in the U.S., and (2) Transit, which provides advertising space on transit advertising displays operating under exclusive multi-year contracts with municipalities in large cities across the U.S. 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 through the date of sale. Also included in Other are operating results for third-party digital equipment sales.

The following tables set forth our financial performance by segment. We present Operating income (loss) before Depreciation, Amortization, Net (gain) loss on dispositions, Stock-based compensation, Restructuring charges and Impairment charges (“Adjusted OIBDA”) as the primary measure of profit and loss for our operating segments. Adjusted OIBDA margin is a secondary measure utilized to measure performance of our operating segments.

Our chief operating decision maker utilized Adjusted OIBDA and Adjusted OIBDA margin in evaluating our operating performance and planning and forecasting future periods, as each is an important indicator of our operational strength and business performance. We believe these measures highlight operational trends and provide an important perspective on operational performance across periods.
Three Months Ended Nine Months Ended
September 30, September 30,
(in millions, except percentages) 2025 2024 2025 2024
Billboard:
Billboard revenues
 $ 352.8  $ 360.6  $ 1,014.8  $ 1,034.7 
Billboard property lease(a)
 (110.5) (119.3) (331.5) (352.7)
Posting, maintenance and other(a)
 (39.3) (37.6) (111.7) (109.8)
Significant Billboard segment operating expenses(a)
 (149.8) (156.9) (443.2) (462.5)
Significant Billboard segment selling, general and administrative(b)
 (63.7) (67.3) (198.9) (202.7)
Billboard Adjusted OIBDA
 $ 139.3  $ 136.4  $ 372.7  $ 369.5 
Billboard Adjusted OIBDA margin
 39.5  % 37.8  % 36.7  % 35.7  %
Transit:
Transit revenues
 $ 112.4  $ 90.9  $ 296.4  $ 267.3 
Transit franchise(a)
 (60.1) (59.1) (180.9) (176.8)
Posting, maintenance and other(a)
 (18.9) (16.7) (53.7) (50.2)
Significant Transit segment operating expenses(a)
 (79.0) (75.8) (234.6) (227.0)
Significant Transit segment selling, general and administrative(b)
 (17.7) (18.0) (53.1) (54.0)
Transit Adjusted OIBDA
 $ 15.7  $ (2.9) $ 8.7  $ (13.7)
Transit Adjusted OIBDA margin
 14.0  % (3.2) % 2.9  % (5.1) %
Total segments:
Segment revenues $ 465.2  $ 451.5  $ 1,311.2  $ 1,302.0 
Billboard property lease(a)
 (110.5) (119.3) (331.5) (352.7)
Transit franchise(a)
 (60.1) (59.1) (180.9) (176.8)
Posting, maintenance and other(a)
 (58.2) (54.3) (165.4) (160.0)
Significant segment operating expenses(a)
 (228.8) (232.7) (677.8) (689.5)
Significant segment selling, general and administrative(b)
 (81.4) (85.3) (252.0) (256.7)
Segment Adjusted OIBDA
 $ 155.0  $ 133.5  $ 381.4  $ 355.8 
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OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)

Three Months Ended Nine Months Ended
September 30, September 30,
(in millions) 2025 2024 2025 2024
Reconciliation to net income:
Segment Adjusted OIBDA $ 155.0  $ 133.5  $ 381.4  $ 355.8 
Non-segment Adjusted OIBDA (17.8) (16.4) (55.9) (46.2)
Total Adjusted OIBDA 137.2  117.1  325.5  309.6 
Restructuring charges(c)
 (0.3) —  (20.1) — 
Net gain (loss) on dispositions (1.4) (1.5) (2.6) 153.6 
Impairment charges —  —  —  (17.9)
Depreciation (22.4) (18.6) (69.6) (55.5)
Amortization (17.6) (18.7) (52.1) (53.6)
Stock-based compensation (5.6) (7.0) (21.1) (21.8)
Total operating income 89.9  71.3  160.0  314.4 
Interest expense, net (37.0) (37.1) (109.5) (119.6)
Loss on extinguishment of debt (0.6) —  (0.6) (1.2)
Other income (expense), net —  (0.1) —  1.0 
Income before benefit (provision) for income taxes and equity in earnings of investee companies 52.3  34.1  49.9  194.6 
Benefit (provision) for income taxes (1.2) 0.2  (1.9) (10.4)
Equity in earnings of investee companies, net of tax 0.3  0.5  2.2  0.5 
Net income before allocation to redeemable and non-redeemable noncontrolling interests 51.4  34.8  50.2  184.7 
Net income attributable to redeemable and non-redeemable noncontrolling interests 0.1  0.2  —  0.5 
Net income attributable to OUTFRONT Media Inc. $ 51.3  $ 34.6  $ 50.2  $ 184.2 
Revenues $ 467.5  $ 451.9  $ 1,318.4  $ 1,337.7 
Billboard property lease(a)
 $ (110.5) $ (119.3) $ (331.5) $ (363.2)
Transit franchise(a)
 (60.1) (59.1) (180.9) (178.6)
Posting, maintenance and other(a)
 (60.1) (54.7) (171.1) (169.8)
Operating expenses (230.7) (233.1) (683.5) (711.6)
Selling, general and administrative(b)
 (105.2) (108.7) (330.5) (338.3)
Stock-based compensation 5.6  7.0  21.1  21.8 
Adjusted OIBDA $ 137.2  $ 117.1  $ 325.5  $ 309.6 
(a)The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.
(b)Selling, general and administrative expenses includes, but is not limited to, compensation and benefits, including commissions, professional fees, office rent and travel and entertainment.
(c)In the three and nine months ended September 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.

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OUTFRONT Media Inc.
Notes to Consolidated Financial Statements
(Unaudited)
Other disclosures(a):
Three Months Ended Nine Months Ended
September 30, September 30,
(in millions) 2025 2024 2025 2024
Revenues(b):
United States $ 467.5  $ 451.9  $ 1,318.4  $ 1,302.8 
Canada —  —  —  34.9 
Total revenues $ 467.5  $ 451.9  $ 1,318.4  $ 1,337.7 
As of
September 30, 2025 December 31, 2024
Long-lived Assets(c):
United States $ 4,796.5  $ 4,820.7 
(a)Total assets and capital expenditures by segment are not regularly provided or reviewed by the chief operating decision maker. These metrics are reviewed and managed on a consolidated basis.
(b)Revenues classifications are based on the geography of the advertising.
(c)Reflects total assets less current assets, investments and non-current deferred tax assets.

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Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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

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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 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 the three months ended September 30, 2025, we recorded restructuring charges for severance payments of approximately $0.3 million associated with the Plan. In the three months ended September 30, 2025, restructuring charges of $0.2 million were recorded in Billboard and $0.1 million were recorded in Transit. In the nine months ended September 30, 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 the nine months ended September 30, 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 September 30, 2025, approximately $9.7 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 Note 12. Restructuring Charges to the Consolidated Financial Statements.)

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.
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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 nine months ended September 30, 2025, we built or converted 77 new digital billboard displays and entered into marketing arrangements to sell advertising on 16 third-party digital billboard displays. In the nine months ended September 30, 2025, we built, converted or replaced 1,104 digital transit displays. The following table sets forth information regarding our digital displays.
Digital Revenues (in millions)
for the Nine Months Ended
September 30, 2025(a)
Number of Digital Displays as of
September 30, 2025(a)
Location Digital Billboard Digital Transit Total Digital Revenues Digital Billboard Displays Digital Transit Displays Total Digital Displays
United States $ 309.0  $ 141.5  $ 450.5  1,906  29,452  31,358 
(a)Digital display amounts include 6,499 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 September 30, 2025, our largest categories of advertisers were entertainment, retail and legal services/lawyers, each of which represented 17%, 10% and 10% of our total revenues from our Billboard and Transit segments, respectively. During the three months ended September 30, 2024, our largest categories of advertisers were entertainment, retail and health/medical, each of which represented 18%, 12% and 8% of our total revenues from our Billboard and Transit segments, respectively. During the nine months ended September 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 nine months ended September 30, 2024, our largest categories of advertisers were entertainment, retail and health/medical, each of which represented 19%, 12% 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 45% of our total revenues from our Billboard and Transit segments from enterprise (formerly known as national) advertising campaigns in the three months ended September 30, 2025, compared to approximately 43% in the same prior-year period. We generated approximately 43% of our total revenues from our Billboard and Transit segments from enterprise (formerly known as national) advertising campaigns in the nine months ended September 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.
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Three Months Ended Nine Months Ended
September 30, % September 30, %
(in millions, except percentages) 2025 2024 Change 2025 2024 Change
Revenues $ 467.5  $ 451.9  3  % $ 1,318.4  $ 1,337.7  (1) %
Organic revenues(a)(b)
 467.5  451.9  3  1,318.4  1,302.8  1 
Operating income 89.9  71.3  26  160.0  314.4  (49)
Adjusted OIBDA(b)
 137.2  117.1  17  325.5  309.6  5 
Adjusted OIBDA(b) margin
 29.3  % 25.9  % 24.7  % 23.1  %
Net income attributable to OUTFRONT Media Inc. 51.3  34.6  48  50.2  184.2  (73)
Funds from operations (“FFO”)(b) attributable to OUTFRONT Media Inc.
 99.7  82.7  21  196.6  188.8  4 
Adjusted FFO (“AFFO”)(b) attributable to OUTFRONT Media Inc.
 100.3  80.8  24  209.5  188.8  11 
(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.)
Three Months Ended Nine Months Ended
September 30, % September 30, %
(in millions, except percentages) 2025 2024 Change 2025 2024 Change
Total revenues $ 467.5  $ 451.9  3  % $ 1,318.4  $ 1,337.7  (1) %
Organic revenues(a)
 $ 467.5  $ 451.9  3  $ 1,318.4  $ 1,302.8  1 
Non-organic revenues —  —  * —  34.9  *
Total revenues $ 467.5  $ 451.9  3  $ 1,318.4  $ 1,337.7  (1)
*    Calculation is not meaningful.
(a)Organic revenues exclude revenues associated with the impact of the Transaction (“non-organic revenues”).

Total revenues increased $15.6 million, or 3%, and organic revenues increased $15.6 million, or 3%, in the three months ended September 30, 2025, compared to the same prior-year period. Total revenues decreased $19.3 million, or 1%, and organic revenues increased $15.6 million, or 1%, in the nine months ended September 30, 2025, compared to the same prior-year period.

In the nine months ended September 30, 2024, non-organic revenues reflect the impact of the Transaction.
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Expenses
Three Months Ended Nine Months Ended
September 30, % September 30, %
(in millions, except percentages) 2025 2024 Change 2025 2024 Change
Expenses:
Operating $ 230.7  $ 233.1  (1) % $ 683.5  $ 711.6  (4) %
Selling, general and administrative 105.2  108.7  (3) 330.5  338.3  (2)
Restructuring charges 0.3  —  * 20.1  —  *
Net (gain) loss on dispositions 1.4  1.5  (7) 2.6  (153.6) *
Impairment charges —  —  * —  17.9  *
Depreciation 22.4  18.6  20  69.6  55.5  25 
Amortization 17.6  18.7  (6) 52.1  53.6  (3)
Total expenses $ 377.6  $ 380.6  (1) $ 1,158.4  $ 1,023.3  13 
*Calculation is not meaningful.

Operating Expenses
Three Months Ended Nine Months Ended
September 30, % September 30, %
(in millions, except percentages) 2025 2024 Change 2025 2024 Change
Operating expenses:
Billboard property lease $ 110.5  $ 119.3  (7) % $ 331.5  $ 363.2  (9) %
Transit franchise 60.1  59.1  2  180.9  178.6  1 
Posting, maintenance and other 60.1  54.7  10  171.1  169.8  1 
Total operating expenses $ 230.7  $ 233.1  (1) $ 683.5  $ 711.6  (4)

Billboard property lease expenses represented 24% of total revenues in the three months ended September 30, 2025, 26% in the three months ended September 30, 2024, 25% of total revenues in the nine months ended September 30, 2025, and 27% in the nine months ended September 30, 2024. The decreases in billboard property lease expenses as a percentage of total revenues in the three and nine months ended September 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 $8.8 million, or 7%, in the three months ended September 30, 2025, compared to the same prior-year period, primarily due to lost billboards and lower variable billboard property lease expenses. Billboard property lease expenses decreased $31.7 million, or 9%, in the nine months ended September 30, 2025, compared to the same prior-year period, primarily due to lost billboards, the impact of the Transaction and lower variable billboard property lease expenses.

Transit franchise expenses represented 13% of total revenues in each of the three months ended September 30, 2025, and 2024. Transit franchise expenses represented 14% of total revenues in the nine months ended September 30, 2025, and 13% in the nine months ended September 30, 2024. The increase in transit franchise expenses, as a percentage of total revenues in the nine months ended September 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, partially offset by the impact of the Transaction.

Transit franchise expenses increased $1.0 million, or 2%, in the three months ended September 30, 2025, compared to the same prior-year period, due primarily to higher guaranteed minimum annual payments to the MTA due to inflation. Transit franchise expenses increased $2.3 million, or 1%, in the nine months ended September 30, 2025, compared to the same prior-year period, primarily due to higher guaranteed minimum annual payments to the MTA due to inflation, partially offset by the impact of the Transaction.

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Posting, maintenance and other expenses, as a percentage of total revenues, were 13% in the three months ended September 30, 2025, 12% in the three months ended September 30, 2024, and 13% in each of the nine months ended September 30, 2025 and 2024. Posting, maintenance and other expenses increased $5.4 million, or 10%, in the three months ended September 30, 2025, compared to the same prior-year period, primarily due to higher production expenses, higher compensation-related expenses and higher maintenance and utility costs. Posting, maintenance and other expenses increased $1.3 million, or 1%, in the nine months ended September 30, 2025, compared to the same prior-year periods, primarily due to higher production expenses and higher maintenance and utility costs, partially offset by the impact of the Transaction.

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

SG&A expenses decreased $3.5 million, or 3%, in the three months ended September 30, 2025, compared to the same prior-year period, primarily due to lower compensation-related expenses, including severance and salaries, lower credit card usage by customers and a lower provision for doubtful accounts, partially offset by the higher professional fees, as a result of a management consulting project. SG&A expenses decreased $7.8 million, or 2%, in the nine months ended September 30, 2025, compared to the same prior-year period, primarily due to the impact of the Transaction, lower credit card usage by customers and lower rent related to new offices in the first half of 2024, partially offset by higher professional fees, as a result of a management consulting project. We expect to realize the cost savings benefits from the Plan within SG&A expenses. However, those cost savings may potentially be offset by increases in SG&A expenses in future periods as we continue to invest in our strategic initiatives, including technology enhancements and customer experience improvements.

Restructuring Charges

We recorded restructuring charges for severance payments of approximately $0.3 million in the three months ended September 30, 2025, and recorded restructuring charges of $20.1 million, consisting of severance payments, employee benefits and related costs, and professional fees, in the nine months ended September 30, 2025, associated with the Plan. In the nine months ended September 30, 2025, 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 decreased $0.1 million in the three months ended September 30, 2025, compared to the same prior-year period. Net loss on dispositions was $2.6 million in the nine months ended September 30, 2025, compared to a Net gain on dispositions of $153.6 million in the nine months ended September 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 2024 and recorded impairment charges of $17.9 million during the nine months ended September 30, 2024, representing additional MTA equipment deployment cost spending during the first six months of 2024 (see Note 4. Intangible Assets to the Consolidated Financial Statements). No impairment charges were recorded during the three and nine months ended September 30, 2025.

Depreciation

Depreciation increased $3.8 million, or 20%, in the three months ended September 30, 2025, compared to the same prior-year period. Depreciation increased $14.1 million, or 25%, in the nine months ended September 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 decreased $1.1 million, or 6%, in the three months ended September 30, 2025, compared to the same prior-year period, and decreased $1.5 million, or 3%, in the nine months ended September 30, 2025, compared to the same prior-year period.

Interest Expense, Net

Interest expense, net, was $37.0 million (including $1.4 million of deferred financing costs) in the three months ended September 30, 2025, and $37.1 million (including $1.5 million of deferred financing costs) in the same prior-year period. Interest expense, net, decreased slightly in the three months ended September 30, 2025, compared to the same prior-year period, primarily due to lower interest rates, partially offset by a higher average debt balance.
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Interest expense, net, was $109.5 million (including $4.4 million of deferred financing costs) in the nine months ended September 30, 2025, and $119.6 million (including $4.6 million of deferred financing costs) in the same prior-year period. Interest expense, net, decreased in the nine months ended September 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 nine months ended September 30, 2025, we recorded a Loss on extinguishment of debt of $0.6 million, relating to the write-off of deferred financing costs and a portion of the discount on our previously existing term loan. In the nine months ended September 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 our previously existing term loan, due to prepayments on our previously existing term loan.

Benefit (Provision) for Income Taxes

Provision for income taxes was $1.2 million in the three months ended September 30, 2025, compared to a Benefit for income taxes of $0.2 million in the same prior-year period, due primarily to higher taxes related to our transit operations. Provision for income taxes decreased $8.5 million, or 82%, in the nine months ended September 30, 2025, compared to the same prior-year period, due primarily to the impact of the Transaction.

Net Income

Net income before allocation to redeemable and non-redeemable noncontrolling interests increased $16.6 million, or 48%, in the three months ended September 30, 2025, compared the same prior-year period, primarily driven by higher transit revenues. Net income before allocation to redeemable and non-redeemable noncontrolling interests decreased $134.5 million, or 73%, in the nine months ended September 30, 2025, compared to 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, higher transit revenues and lower interest expense.

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.
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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.

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The following table reconciles Operating income to Adjusted OIBDA, and Net income attributable to OUTFRONT Media Inc. to FFO attributable to OUTFRONT Media Inc. and AFFO attributable to OUTFRONT Media Inc.
Three Months Ended Nine Months Ended
September 30, September 30,
(in millions, except percentages) 2025 2024 2025 2024
Total revenues $ 467.5  $ 451.9  $ 1,318.4  $ 1,337.7 
Operating income $ 89.9  $ 71.3  $ 160.0  $ 314.4 
Restructuring charges(a)
 0.3  —  20.1  — 
Net (gain) loss on dispositions 1.4  1.5  2.6  (153.6)
Impairment charges —  —  —  17.9 
Depreciation 22.4  18.6  69.6  55.5 
Amortization 17.6  18.7  52.1  53.6 
Stock-based compensation 5.6  7.0  21.1  21.8 
Adjusted OIBDA $ 137.2  $ 117.1  $ 325.5  $ 309.6 
Adjusted OIBDA margin 29.3  % 25.9  % 24.7  % 23.1  %
Net income attributable to OUTFRONT Media Inc. $ 51.3  $ 34.6  $ 50.2  $ 184.2 
Depreciation of billboard advertising structures 18.2  14.0  56.2  41.1 
Amortization of real estate-related intangible assets 15.1  17.0  45.2  49.0 
Amortization of direct lease acquisition costs 13.8  16.0  42.6  45.1 
Net (gain) loss on disposition of real estate assets 1.4  1.5  2.6  (153.6)
Impairment charges(b)
 —  —  —  13.1 
Adjustment related to redeemable and non-redeemable noncontrolling interests (0.1) —  (0.2) (0.2)
Income tax effect of adjustments(c)
 —  (0.4) —  10.1 
FFO attributable to OUTFRONT Media Inc. 99.7  82.7  196.6  188.8 
Non-cash portion of income taxes 0.6  0.1  (0.1) (1.0)
Cash paid for direct lease acquisition costs (11.5) (14.0) (41.3) (42.7)
Maintenance capital expenditures (6.1) (5.5) (19.4) (17.9)
Restructuring charges(a)
 0.3  —  20.1  — 
Other depreciation 4.2  4.6  13.4  14.4 
Other amortization 2.5  1.7  6.9  4.6 
Impairment charges on non-real estate assets(b)
 —  —  —  4.8 
Stock-based compensation 5.6  7.0  21.1  21.8 
Non-cash effect of straight-line rent 2.5  2.0  6.0  8.0 
Accretion expense 0.7  0.7  2.1  2.2 
Amortization of deferred financing costs
 1.4  1.5  4.4  4.6 
Loss on extinguishment of debt 0.6  —  0.6  1.2 
Adjustment related to non-controlling interests (0.1) —  (0.1) — 
Income tax effect of adjustments(c)
 (0.1) —  (0.8) — 
AFFO attributable to OUTFRONT Media Inc. $ 100.3  $ 80.8  $ 209.5  $ 188.8 
(a)In the three months ended September 30, 2025, Restructuring charges associated with the Plan consists of severance payments, employee benefits and related costs. In the nine months ended September 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. increased $17.0 million, or 21%, in the three months ended September 30, 2025, compared to the same prior-year period, due primarily to higher Adjusted OIBDA, partially offset by a provision for income taxes in 2025 and higher interest expense.
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AFFO attributable to OUTFRONT Media Inc. increased $19.5 million, or 24%, in the three months ended September 30, 2025, compared to the same prior-year period, due primarily to higher Adjusted OIBDA. FFO attributable to OUTFRONT Media Inc. increased $7.8 million, or 4%, in the nine months ended September 30, 2025, compared to the same prior-year period, due primarily to higher Adjusted OIBDA and lower interest expense, partially offset by restructuring charges in 2025 and impairment charges in 2024. AFFO attributable to OUTFRONT Media Inc. increased $20.7 million, or 11%, in the nine months ended September 30, 2025, compared to the same prior-year period, due primarily to higher Adjusted OIBDA.

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.

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The following table presents our Revenues, Adjusted OIBDA and Operating income by segment in the three and nine months ended September 30, 2025 and 2024.
Three Months Ended Nine Months Ended
September 30, September 30,
(in millions) 2025 2024 2025 2024
Revenues:
Billboard $ 352.8  $ 360.6  $ 1,014.8  $ 1,034.7 
Transit 112.4  90.9  296.4  267.3 
Other 2.3  0.4  7.2  35.7 
Total revenues $ 467.5  $ 451.9  $ 1,318.4  $ 1,337.7 
Operating income $ 89.9  $ 71.3  $ 160.0  $ 314.4 
Restructuring charges(a)
 0.3  —  20.1  — 
Net (gain) loss on dispositions 1.4  1.5  2.6  (153.6)
Impairment charges —  0.0  —  17.9 
Depreciation 22.4  18.6  69.6  55.5 
Amortization 17.6  18.7  52.1  53.6 
Stock-based compensation(b)
 5.6  7.0  21.1  21.8 
Total Adjusted OIBDA $ 137.2  $ 117.1  $ 325.5  $ 309.6 
Adjusted OIBDA:
Billboard $ 139.3  $ 136.4  $ 372.7  $ 369.5 
Transit 15.7  (2.9) 8.7  (13.7)
Other 0.4  (0.1) 1.4  2.4 
Corporate (18.2) (16.3) (57.3) (48.6)
Total Adjusted OIBDA $ 137.2  $ 117.1  $ 325.5  $ 309.6 
Operating income (loss):
Billboard $ 103.0  $ 100.5  $ 252.6  $ 266.9 
Transit 10.3  (5.6) (7.6) (39.6)
Other 0.4  (0.3) 1.4  157.5 
Corporate (23.8) (23.3) (86.4) (70.4)
Total operating income $ 89.9  $ 71.3  $ 160.0  $ 314.4 
(a)In the three months ended September 30, 2025, Restructuring charges associated with the Plan consists of severance payments, employee benefits and related costs. In the nine months ended September 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.

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Billboard
Three Months Ended Nine Months Ended
September 30, % September 30, %
(in millions, except percentages) 2025 2024 Change 2025 2024 Change
Operating income $ 103.0  $ 100.5  2  % $ 252.6  $ 266.9  (5) %
Restructuring charges 0.2  —  * 8.4  —  *
Net loss on dispositions —  1.3  * 1.9  1.4  *
Depreciation 20.5  17.0  21  62.8  50.4  25 
Amortization 15.6  17.6  (11) 47.0  50.8  (7)
Adjusted OIBDA $ 139.3  $ 136.4  2  $ 372.7  $ 369.5  1 
Revenues $ 352.8  $ 360.6  (2) $ 1,014.8  $ 1,034.7  (2)
Operating expenses:
Billboard property lease $ (110.5) $ (119.3) (7) (331.5) (352.7) (6)
Posting, maintenance and other (39.3) (37.6) 5  (111.7) (109.8) 2 
Total operating expenses (149.8) (156.9) (5) (443.2) (462.5) (4)
SG&A expenses (63.7) (67.3) (5) (198.9) (202.7) (2)
Adjusted OIBDA $ 139.3  $ 136.4  2  $ 372.7  $ 369.5  1 
Adjusted OIBDA margin 39.5  % 37.8  % 36.7  % 35.7  %
New York metropolitan area revenues as a percentage of Billboard segment revenues
 8  % 10  % 8  % 9  %
Los Angeles metropolitan area revenues as a percentage of Billboard segment revenues
 13  % 14  % 14  % 15  %
*    Calculation is not meaningful.

Billboard segment revenues decreased $7.8 million, or 2%, in the three months ended September 30, 2025, compared to the same prior-year period. Billboard segment revenues decreased $19.9 million, or 2%, in the nine months ended September 30, 2025, compared to the same prior-year period. The decreases were driven by the impact of lost billboards in the period and lower proceeds from condemnations, partially offset by 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 September 30, 2025, 40% in the three months ended September 30, 2024, 39% in the nine months ended September 30, 2025, and 39% in the nine months ended September 30, 2024, of our Billboard segment revenues from enterprise (formerly known as national) advertising campaigns.

Billboard segment property lease expenses represented 31% of Billboard segment revenues in the three months ended September 30, 2025, and 33% in the three months ended September 30, 2024, 33% of Billboard segment revenues in the nine months ended September 30, 2025, and 34% in the nine months ended September 30, 2024. Billboard segment property lease expenses decreased $8.8 million, or 7%, in the three months ended September 30, 2025, compared to same prior-year period. Billboard segment property lease expenses decreased $21.2 million, or 6%, in the nine months ended September 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 $1.7 million, or 5%, in the three months ended September 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 $1.9 million in the nine months ended September 30, 2025, compared to the same prior-year period, primarily driven by higher compensation-related expenses.

SG&A expenses in the Billboard segment decreased $3.6 million, or 5%, in the three months ended September 30, 2025, compared to the same prior-year period, primarily driven by lower credit card usage by customers, lower compensation-related expenses and a lower provision for doubtful accounts, partially offset by higher professional fees.
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SG&A expenses in the Billboard segment decreased $3.8 million, or 2%, in the nine months ended September 30, 2025, compared to the same prior-year period, primarily driven by lower credit card usage by customers and lower compensation-related expenses, partially offset by higher professional fees and higher travel and entertainment expenses.

Billboard segment Adjusted OIBDA increased $2.9 million, or 2%, in the three months ended September 30, 2025, compared to the same prior-year period, and increased $3.2 million in the nine months ended September 30, 2025, compared to the same prior-year period. Billboard segment Adjusted OIBDA margin was 39.5% in the three months ended September 30, 2025, 37.8% in the three months ended September 30, 2024, 36.7% in the nine months ended September 30, 2025, and 35.7% in the nine months ended September 30, 2024.

Transit
Three Months Ended Nine Months Ended
September 30, % September 30, %
(in millions, except percentages) 2025 2024 Change 2025 2024 Change
Operating income (loss) $ 10.3  $ (5.6) * $ (7.6) $ (39.6) (81) %
Restructuring charges 0.1  —  * 3.7  —  *
Net loss on dispositions 1.4  —  * 0.7  0.1  *
Impairment charges —  —  * —  17.9  *
Depreciation 1.9  1.6  19  % 6.8  5.1  33 
Amortization 2.0  1.1  82  5.1  2.8  82 
Adjusted OIBDA $ 15.7  $ (2.9) * $ 8.7  $ (13.7) *
Revenues $ 112.4  $ 90.9  24  $ 296.4  $ 267.3  11 
Operating expenses:
Transit franchise (60.1) (59.1) 2  (180.9) (176.8) 2 
Posting, maintenance and other (18.9) (16.7) 13  (53.7) (50.2) 7 
Total operating expenses (79.0) (75.8) 4  (234.6) (227.0) 3 
SG&A expenses (17.7) (18.0) (2) (53.1) (54.0) (2)
Adjusted OIBDA $ 15.7  $ (2.9) * $ 8.7  $ (13.7) *
Adjusted OIBDA margin 14.0  % (3.2) % 2.9  % (5.1) %
New York metropolitan area revenues as a percentage of Transit segment revenues
 63  % 57  % 59  % 56  %
Los Angeles metropolitan area revenues as a percentage of Transit segment revenues
 7  % 7  % 7  % 8  %
*    Calculation is not meaningful.

Transit segment revenues increased $21.5 million, or 24%, in three months ended September 30, 2025, compared to the same prior-year period. Transit segment revenues increased $29.1 million, or 11%, in nine months ended September 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 63% in the three months ended September 30, 2025, 57% in the three months ended September 30, 2024, 57% in the nine months ended September 30, 2025 and 54% in the nine months ended September 30, 2024, of our Transit segment revenues from enterprise (formerly known as national) advertising campaigns.

Transit segment franchise expenses represented 53% of Transit segment revenues in the three months ended September 30, 2025, 65% in the three months ended September 30, 2024, 61% in the nine months ended September 30, 2025, and 66% in the nine months ended September 30, 2024. Transit segment franchise expenses increased $1.0 million, or 2%, in three months ended September 30, 2025, compared to the same prior-year period and increased $4.1 million, or 2%, in nine months ended September 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. Transit segment posting, maintenance and other expenses increased $2.2 million, or 13%, in the three months ended September 30, 2025, compared to the same prior-year period and increased $3.5 million, or 7%, in the nine months ended September 30, 2025, compared to the same prior-year period.
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The increases were primarily driven by higher maintenance and utility costs, and higher site-related costs.

SG&A expenses in the Transit segment decreased $0.3 million, or 2%, in the three months ended September 30, 2025, compared to the same prior-year period, primarily driven by lower credit card usage by customers. SG&A expenses in the Transit segment decreased $0.9 million, or 2%, in the nine months ended September 30, 2025, compared to the same prior-year period, primarily driven by lower credit card usage by customers and lower compensation-related expenses.

We recorded impairment charges of $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 was $15.7 million in the three months ended September 30, 2025, compared to an Adjusted OIBDA loss of $2.9 million in 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 was $8.7 million in the nine months ended September 30, 2025, compared to an Adjusted OIBDA loss of $13.7 million in 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
Three Months Ended Nine Months Ended
September 30, % September 30, %
(in millions, except percentages) 2025 2024 Change 2025 2024 Change
Operating income $ 0.4  $ (0.3) * $ 1.4  $ 157.5  (99) %
Net (gain) loss on dispositions —  0.2  * —  (155.1) *
Adjusted OIBDA $ 0.4  $ (0.1) * $ 1.4  $ 2.4  (42)
Revenues $ 2.3  $ 0.4  * $ 7.2  $ 35.7  (80)
Organic revenues(a):
 $ 2.3  $ 0.4  * $ 7.2  $ 0.8  *
Non-organic revenues —  —  * —  34.9  *
Total revenues 2.3  0.4  * 7.2  35.7  (80)
Operating expenses:
Billboard property lease —  —  * —  (10.5) *
Transit Franchise —  —  * —  (1.8) *
Posting, maintenance and other (1.9) (0.4) * (5.7) (9.8) (42)
Total operating expenses (1.9) (0.4) * (5.7) (22.1) (74)
SG&A expenses —  (0.1) * (0.1) (11.2) (99)
Adjusted OIBDA $ 0.4  $ (0.1) * $ 1.4  $ 2.4  (42)
Adjusted OIBDA margin 17.4  % (25.0) % 19.4  % 6.7  %
*    Calculation is not meaningful.
(a)Organic revenues exclude the impact of the Transaction (“non-organic revenues”).

Total Other revenues increased $1.9 million in the three months ended September 30, 2025, compared to the same prior-year period, primarily driven by an increase in third-party digital equipment sales. Total Other revenues decreased $28.5 million, or 80%, in the nine months ended September 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 nine months ended September 30, 2024, non-organic revenues reflect the impact of the Transaction.

Organic Other revenues increased $1.9 million in the three months ended September 30, 2025, compared to the same prior-year period, primarily driven by an increase in third-party digital equipment sales. Organic Other revenues increased $6.4 million in the nine months ended September 30, 2025, compared to the same prior-year period, primarily driven by an increase in third-party digital equipment sales.
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Other operating expenses increased $1.5 million in the three months ended September 30, 2025, compared to the same prior-year period, primarily driven by higher costs related to third-party digital equipment sales. Other operating expenses decreased $16.4 million, or 74%, in the nine months ended September 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 $0.1 million in the three months ended September 30, 2025, compared to the same prior-year period, due to lower costs related to third-party digital equipment sales. Other SG&A expenses decreased $11.1 million, or 99%, in the nine months ended September 30, 2025, compared to the same prior-year period, primarily driven by the impact of the Transaction.

Other Adjusted OIBDA was $0.4 million in the three months ended September 30, 2025, compared to an Adjusted OIBDA loss of $0.1 million in the same prior-year period, due primarily to an increase in third-party digital equipment sales. Other Adjusted OIBDA decreased $1.0 million, or 42%, in the nine months ended September 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 September 30, 2025, compared to the same prior-year period, primarily due to higher professional fees, including fees related to a management consulting project, and costs related to the Refinancing (as defined below). Corporate expenses, excluding stock-based compensation, increased $8.7 million, or 18%, in the nine months ended September 30, 2025, compared to the same prior-year period, primarily due to higher professional fees, including fees related to a management consulting project, higher compensation-related expenses, including severance, and costs related to the Refinancing (as defined below).

Liquidity and Capital Resources
As of
(in millions, except percentages) September 30,
2025		 December 31, 2024 % Change
Assets:
Cash and cash equivalents $ 63.0  $ 46.9  34  %
Receivables, less allowance ($21.4 in 2025 and $20.6 in 2024)
 306.3  305.3  — 
Prepaid lease and transit franchise costs 2.8  4.0  (30)
Other prepaid expenses 21.1  17.8  19 
Other current assets 11.7  11.8  (1)
Total current assets 404.9  385.8  5 
Liabilities:
Accounts payable 39.3  51.4  (24)
Accrued compensation 66.6  56.7  17 
Accrued interest 23.9  34.5  (31)
Accrued lease and transit franchise costs 68.9  82.8  (17)
Other accrued expenses 58.0  54.3  7 
Deferred revenues 42.4  42.8  (1)
Short-term debt —  10.0  *
Short-term operating lease liabilities 179.0  168.7  6 
Other current liabilities 32.6  19.6  66 
Total current liabilities 510.7  520.8  (2)
Working capital $ (105.8) $ (135.0) (22)
*    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.

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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 $105.8 million as of September 30, 2025, compared to a deficit of $135.0 million as of December 31, 2024, primarily driven by a higher cash balance, decreased borrowings under the AR Facility, due to the impact of the Refinancing (as defined below), and lower accounts payable and accrued expenses, partially offset by higher short-term operating lease liabilities and restructuring reserves.

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 nine months ended September 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 $20.0 million to $25.0 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.

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•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 September 30, 2025, we have issued surety bonds in favor of the MTA totaling approximately $72.3 million, which amount is subject to change as equipment installations are completed and revenues are generated. We incurred $15.3 million related to MTA equipment deployment costs in the nine months ended September 30, 2025, for a total of $624.2 million to date, of which $33.9 million had been recouped from incremental revenues to date. As of September 30, 2025, we had Intangible assets related to franchise agreements balance related to the MTA Agreement of $23.5 million. As of September 30, 2025, 27,341 digital displays had been installed, composed of 5,016 digital advertising screens on subway and train platforms and entrances, 15,904 smaller-format digital advertising screens on rolling stock and 6,421 MTA communications displays. In the three months ended September 30, 2025, 90 installations occurred, for a total of 1,096 installations in the nine months ended September 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 2024 and recorded impairment charges of $17.9 million during the nine months ended September 30, 2024, representing additional MTA equipment deployment cost spending during the first six months of 2024. No impairment charges were recorded during the three and nine months ended September 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 November 6, 2025, we announced that our board of directors approved a quarterly cash dividend of $0.30 per share on our common stock payable on December 31, 2025, to stockholders of record at the close of business on December 5, 2025.

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Debt

Debt, net, consists of the following:
As of
(in millions, except percentages) September 30,
2025		 December 31,
2024
Short-term debt:
AR Facility $ —  $ 10.0 
Total short-term debt —  10.0 
Long-term debt:
Term loan 499.2  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 (16.9) (17.0)
Total long-term debt, net 2,582.3  2,482.5 
Total debt, net $ 2,582.3  $ 2,492.5 
Weighted average cost of debt 5.4  % 5.4  %
Payments Due by Period
(in millions) Total 2025 2026-2027 2028-2029 2030 and thereafter
Long-term debt $ 2,600.0  $ —  $ 650.0  $ 500.0  $ 1,450.0 
Interest 586.1  141.0  247.6  144.5  53.0 
Total $ 3,186.1  $ 141.0  $ 897.6  $ 644.5  $ 1,503.0 

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.

In the three and nine months ended September 30, 2025, we recorded a Loss on extinguishment of debt of $0.6 million on the Consolidated Statement of Operations, relating to the write-off of deferred financing costs and a portion of the discount on our previously existing term loan. In the nine months ended September 30, 2024, we recorded a Loss on extinguishment of debt of $1.2 million on the Consolidated Statement of Operations, relating to the write-off of deferred financing costs and a portion of the discount on our previously existing term loan.
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Term Loan

The interest rate on the Term Loan was 6.2% per annum as of September 30, 2025. As of September 30, 2025, a discount of $0.8 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

As of September 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 the three months ended September 30, 2025, $0.5 million in the three months ended September 30, 2024, $1.5 million in the nine months ended September 30, 2025 and $1.5 million in the nine months ended September 30, 2024. As of September 30, 2025, we had issued letters of credit totaling approximately $5.1 million against the letter of credit facility sublimit under the Revolving Credit Facility.

Standalone Letter of Credit Facilities

As of September 30, 2025, we had issued letters of credit totaling approximately $67.2 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 nine months ended September 30, 2025 and 2024.

Accounts Receivable Securitization Facility

As of September 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 September 30, 2025, there were no outstanding borrowings under the AR Facility. As of September 30, 2025, borrowing capacity remaining under the AR Facility was $150.0 million based on approximately $366.2 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 September 30, 2025, $0.1 million in the three months ended September 30, 2024, $0.3 million in the nine months ended September 30, 2025, and $0.2 million in the nine months ended September 30, 2024.
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Debt Covenants

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 and/or avoid incurring taxes, 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 or grant additional liens. 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 6.5 to 1.0. As of September 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 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 (subject to potential acquisition-related adjustments). As of September 30, 2025, our Consolidated Net Secured Leverage Ratio was 1.6 to 1.0 in accordance with the Credit Agreement. As of September 30, 2025, we are in compliance with our debt covenants.

Deferred Financing Costs

As of September 30, 2025, we had deferred $21.7 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 nine months ended September 30, 2025. As of September 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.
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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 nine months ended September 30, 2025 and 2024.
Nine Months Ended
September 30, %
(in millions, except percentages) 2025 2024 Change
Net cash flow provided by operating activities $ 189.5  $ 174.7  8  %
Net cash flow provided by (used for) investing activities (87.3) 230.7  *
Net cash flow used for financing activities (86.1) (413.0) (79)
Effect of exchange rate changes on cash and cash equivalents —  (0.4) *
Net increase (decrease) in cash and cash equivalents
 $ 16.1  $ (8.0) *
*Calculation is not meaningful.

Cash provided by operating activities increased $14.8 million, or 8%, in the nine months ended September 30, 2025, compared to the same prior-year period, due primarily to a higher net income, as adjusted for non-cash items, and an increase in restructuring reserves to be paid out in future periods, partially offset by 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.

Cash used by investing activities was $87.3 million in the nine months ended September 30, 2025, compared to Cash provided by investing activities of $230.7 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 nine months ended September 30, 2025 and 2024.
Nine Months Ended
September 30, %
(in millions, except percentages) 2025 2024 Change
Growth $ 44.6  $ 42.0  6  %
Maintenance
 19.4  17.9  8 
Total capital expenditures $ 64.0  $ 59.9  7 

Capital expenditures increased $4.1 million, or 7%, in the nine months ended September 30, 2025, compared to the same prior-year period, primarily due to increased growth in digital displays and increased maintenance spending for billboard display upgrades, partially offset by the impact of the Transaction.

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 $326.9 million in the nine months ended September 30, 2025 compared to the same prior-year period. In the nine months ended September 30, 2025, we paid total cash dividends of $157.7 million on our common stock, the Series A Preferred Stock and vested restricted share units granted to employees, made net borrowings of $99.4 million under the Term Loan in connection with the Refinancing, and made net repayments on the AR Facility of $10.0 million.
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In the nine months ended September 30, 2024, we prepaid $200.0 million on the outstanding balance of our previously existing term loan, made net repayments on the AR Facility of $25.0 million, paid total cash dividends of $156.4 million on our common stock, the Series A Preferred Stock and vested restricted share units granted to employees, and paid $23.9 million related to the exercise of a buy/sell arrangement by one of our joint venture partners resulting in our purchase of the outstanding noncontrolling interest in a consolidated subsidiary.

Cash paid for income taxes decreased $9.4 million in the nine months ended September 30, 2025, compared to the same prior-year period, due primarily to income tax payments related to the Transaction in 2024.

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 MD&A and other sections of this Quarterly Report on Form 10-Q 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;
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•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.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk.

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.
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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 September 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 September 30, 2025, we had a $500.0 million variable-rate Term Loan outstanding, which has an interest rate of 6.2% 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 $1.3 million.

As of September 30, 2025, there were no outstanding borrowings 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.

Item 4.    Controls and Procedures.

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 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 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 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.
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PART II

Item 1. Legal Proceedings.

On an ongoing basis, we are engaged in lawsuits and governmental proceedings and respond to various investigations, inquiries, notices and claims from national, state and local governmental and other authorities (collectively, “litigation”). Litigation is inherently uncertain and always difficult to predict. Although it is not possible to predict with certainty the eventual outcome of any litigation, in our opinion, none of our current litigation is expected to have a material adverse effect on our results of operations, financial position or cash flows.

Item 1A. Risk Factors.

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.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

On August 22, 2025, Manuel A. Diaz, a member of our board of directors, adopted a trading arrangement for the sale of the Company’s common stock (the “Diaz Rule 10b5-1 Trading Plan”) that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act. The Diaz Rule 10b5-1 Trading Plan, which has a term of nine months, provides for the sale of up to 33,812 shares of the Company’s common stock pursuant to the terms of the Diaz Rule 10b5-1 Trading Plan.

On August 25, 2025, Peter Mathes, a member of our board of directors, adopted a trading arrangement for the sale of the Company’s common stock (the “Mathes Rule 10b5-1 Trading Plan”) that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act. The Mathes Rule 10b5-1 Trading Plan, which has a term of approximately one year, provides for the sale of up to 20,000 shares of the Company’s common stock pursuant to the terms of the Mathes Rule 10b5-1 Trading Plan.

Item 6. Exhibits.

See Exhibit Index immediately following this Item, which is incorporated herein by reference.

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EXHIBIT INDEX
Exhibit
Number
Description
2.1
3.1
3.2
3.3
10.1
10.2
10.3
10.4
10.5
31.1
31.2
32.1
32.2
101.INS
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema
101.CAL
Inline XBRL Taxonomy Calculation Linkbase
101.DEF
Inline XBRL Taxonomy Definition Document
101.LAB
Inline XBRL Taxonomy Label Linkbase
101.PRE
Inline XBRL Taxonomy Presentation Linkbase
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
OUTFRONT MEDIA INC.
By:
 /s/ Matthew Siegel
Name:
Matthew Siegel
Title:
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)

Date: November 7, 2025
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EX-10.1 2 norton_jim7212025finalexec.htm EX-10.1 Document
Exhibit 10.1

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 21st day of July, 2025, by and between OUTFRONT Media Inc. (“OUTFRONT”), having an address at 90 Park Avenue, New York, New York 10016, and James Norton (“Executive”), having an address at 2 Stone Bridge Lane, Milton, MA 02162.

W I T N E S S E T H:

WHEREAS, OUTFRONT desires for Executive to serve as Executive Vice President, Chief Revenue Officer Enterprise of OUTFRONT, and Executive is willing to perform such services, upon the terms, provisions and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the promises and the mutual covenants hereinafter contained, it is agreed upon between OUTFRONT and Executive as follows:

1.    Employment Term.

(a)    OUTFRONT shall employ Executive, and Executive hereby accepts employment as OUTFRONT’s Executive Vice President, Chief Revenue Officer Enterprise commencing August 18, 2025 (the “Effective Date”). Executive will be an at-will employee of OUTFRONT, and Executive or OUTFRONT may terminate Executive’s employment with OUTFRONT for any reason or no reason at any time with or without notice, unless otherwise set forth in paragraph 7 below. The period of Executive’s employment with the Company under this Agreement shall be referred to herein as the “Employment Term.”

(b)    The Employment Term shall end early upon the first to occur of any of the following events:

(i)    Executive’s death;

(ii)    OUTFRONT’s termination of Executive’s employment due to Executive’s disability (as defined in paragraph 7(c));

(iii)    OUTFRONT’s termination of Executive’s employment for Cause (as defined in paragraph 7(b));

(iv)    a Termination Without Cause (as defined in paragraph 7(d)(i));

(v)    a Termination for Good Reason (as defined in paragraph 7(d)(i)); or

(vi)    Executive’s resignation without Good Reason.

2.    Compensation. During the Employment Term:

(a) OUTFRONT agrees to pay Executive, and Executive agrees to accept from OUTFRONT for Executive’s services hereunder, a base salary of six hundred fifty thousand dollars ($650,000) per annum. Base salary shall be payable, less applicable deductions and withholding taxes, in accordance with the regular payroll practices of OUTFRONT. During the Employment Term, Executive’s base salary shall be subject to the potential of increase (but not decrease) at OUTFRONT’s discretion in accordance with OUTFRONT’s compensation guidelines and practices.



(b)    OUTFRONT agrees that Executive shall be eligible to be considered for participation in OUTFRONT’s Executive Bonus Plan (the “EBP”), i.e., OUTFRONT’s current bonus plan, or any successor plans to the EBP. Executive shall have an annual bonus target (“Bonus Target”) equal to seventy percent (70%) of Executive’s base salary, which percentage shall not be decreased. Since the EBP is administered under procedures that are not subject to contractual arrangements, (and that are applied similarly to similarly situated senior executives of OUTFRONT), eligibility for consideration is no guarantee of actual participation (or of meeting any target amounts), and the precise amount, form and timing of the awards under the EBP, if any, shall be determined on an annual basis at the sole discretion of the Board of Directors of OUTFRONT (the “Board”), or the appropriate committee of such Board.

(c)    OUTFRONT further agrees that Executive shall be eligible to be considered for participation in the OUTFRONT Media Inc. Omnibus Stock Incentive Plan, i.e., OUTFRONT’s current long-term incentive plan (the “LTIP”), or any successor plan to the LTIP, and shall be recommended for an annual grant with a Target Long-Term Incentive value equal to one million one hundred thousand dollars ($1,100,000) commencing with the 2026 annual grant. Since the LTIP is administered under procedures that are not subject to contractual arrangements (and that are applied similarly to similarly situated senior executives of OUTFRONT), eligibility for consideration is no guarantee of actual participation (or of meeting any target amounts), and the precise amount, form and timing of the awards under the LTIP, if any, shall be determined on an annual basis at the sole discretion of the Board or the appropriate committee of such Board.

(d)    Subject to approval of the Board or appropriate committee of the Board, the terms of the LTIP and the terms of a separate award agreement, a one-time grant of restricted share units will be made to Executive within ten (10) business days of the Effective Date (the “RSUs”). The number of RSUs to be granted shall be determined by dividing the aggregate grant value of four hundred thousand dollars ($400,000) by the closing price of OUTFRONT’s common stock on the grant date. The RSUs shall vest ratably over a two-year period in equal installments on each of the first two anniversaries of the grant date, subject to Executive’s continued employment on each such vesting date.

3.    Benefits. (a) During the Employment Term, Executive shall be eligible to participate in all plans now existing or hereafter adopted for the general benefit of OUTFRONT employees for the period of such plans’ existence, subject to the provisions of such plans as the same may be in effect from time to time unless otherwise prescribed. Executive shall also be eligible to participate in other OUTFRONT benefit plans in which participation is limited to OUTFRONT executives in positions comparable to or lesser than Executive’s position. Since plans in this latter category are administered under procedures that are not subject to contractual arrangements, eligibility for consideration is no guarantee of actual participation because the discretion of the Board or that of the appropriate committee of such Board, in granting participation, is absolute.

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To the extent Executive participates in any benefit plan, such participation shall be based upon Executive’s base salary, unless otherwise indicated in the plan document.

(b) Executive shall be eligible for four weeks of vacation each calendar year during the Employment Term.

4.    Position and Duties.

(a)    Executive agrees to devote all business time and attention to the affairs of OUTFRONT, except during vacation periods and reasonable periods of illness or other incapacity consistent with the practices of OUTFRONT for executives in comparable positions. Executive further agrees that Executive’s services shall be completely exclusive to OUTFRONT during the Employment Term and that Executive will fulfill all fiduciary duties and exhibit a duty of loyalty to OUTFRONT at all times. Executive also agrees to comply with all applicable OUTFRONT policies, as may be amended from time to time.

(b)    Anything herein to the contrary notwithstanding, Executive will be permitted to serve as a member of the board of directors or similar governing body of one public company, provided that such service is approved by the CEO, is consistent with the business practices and policies of OUTFRONT and does not materially interfere with the performance of Executive’s duties hereunder.

(c)    During the Employment Term, Executive shall report to the Chief Executive Officer of OUTFRONT.

5.    Employment Policies.

(a)    Executive acknowledges that Executive has been furnished a copy of OUTFRONT’s Code of Conduct (the “Code”). Executive represents and warrants that Executive has read and fully understands all of the requirements thereof, and that Executive is in full compliance with the terms of the Code. Executive further represents and warrants that at all times during the Employment Term, Executive shall perform Executive’s services hereunder in full compliance with the Code (and/or any OUTFRONT conduct statement as may apply from time to time), and with any revisions thereof or additions thereto.

(b)    Executive shall act at all times with due regard to public morals, conventions, and OUTFRONT policies. If Executive shall have committed or does commit any act, or if Executive shall have conducted or does conduct himself in a manner, which shall be an offense involving moral turpitude under federal, state or local laws, or which might tend to bring Executive to public disrepute, contempt, scandal or ridicule, or which might tend to reflect unfavorably upon OUTFRONT, OUTFRONT shall have the right to terminate this Agreement upon notice to Executive given at any time following the date on which the commission of such act, or such conduct, shall have become known to OUTFRONT.

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6. EEOC Acknowledgement. Executive acknowledges that OUTFRONT is an equal opportunity employer. Executive represents and warrants that Executive has read and fully understands the OUTFRONT Equal Employment Opportunity (“EEO”) policy and that Executive is in full compliance with the terms of the EEO policy. Executive further represents and warrants that Executive will comply with the EEO policy and with applicable Federal, state and local laws prohibiting discrimination on the basis of race, color, national origin, religion, sex, age, disability, alienage or citizenship status, sexual orientation, veteran’s status, gender identity or gender expression, marital status, height or weight, genetic information or any other characteristic protected by law or OUTFRONT policy during the Employment Term.

7.    Post-Employment Payments.

(a)    Death. In the event of Executive’s death during the Employment Term, base salary payments and all other compensation to be paid pursuant to this Agreement shall cease immediately and this Agreement shall terminate at the time of death; provided, however, that the estate of Executive shall receive (i) any base salary due and not yet paid through the date of Executive’s death, (ii) any accrued but unused vacation to which Executive was entitled, (iii) any bonus earned under the EBP for the calendar year prior to the calendar year in which Executive is terminated that remains unpaid as of the date of Executive’s death, (iv) reimbursement for any business expense incurred but not yet approved and/or paid as of the date of Executive’s death, and (v) such other amounts or benefits as are required to be paid or provided by law or in accordance with applicable plans, programs and other arrangements of OUTFRONT (items (i) through (v), collectively, the “Accrued Amounts”), and (vi) a prorated bonus for that portion of the year of such termination during which Executive actively rendered such services, paid in accordance with the EBP. The precise amount of bonus payable, if any, will be determined in a manner consistent with the manner bonus pay determinations are made for comparable OUTFRONT executives. In addition, all outstanding equity awards granted to Executive in connection with Executive’s employment with OUTFRONT, shall accelerate and vest immediately on the date of death and be settled as soon as administratively feasible thereafter. The payments provided for in this paragraph 7(a) and paragraphs 7(b) through (f) below that have not been paid as of Executive’s death shall be made in a lump sum payment no later than February 28 of the calendar year following the calendar year of Executive’s death.

(b)    Termination for Cause.

(i)    If, during the Employment Term, OUTFRONT terminates the employment of Executive for Cause, which for purposes of this Agreement is defined as (A) fraud, misappropriation or embezzlement on the part of Executive, (B) Executive’s conviction of a felony or a misdemeanor involving fraud, perjury or moral turpitude, (C) Executive’s repeated willful failure to perform services hereunder, or (D) Executive’s material breach of the provisions of paragraphs 4, 5, 6, 8, 9, 10, 11, 12 or 13 hereof, except as provided below with respect to clauses (C) or (D) above (as it relates to paragraphs 4 and 5 only), then OUTFRONT shall immediately have the right to terminate this Agreement without further obligation of any nature, including, but not limited to, the payment of cash compensation, the vesting of equity compensation, and/or the accrual of vacation time, except for the payment of vested benefits and/or allowing Executive to be eligible for medical and dental benefits as required by law.
OUTFRONT will give Executive written notice prior to terminating his employment pursuant to paragraphs 7(b)(i)(C) or 7(b)(i)(D) (as the latter relates to paragraphs 4 and 5 hereof), setting forth the nature of any alleged repeated willful failure or material breach in reasonable detail and the conduct required to cure, if any.
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Except for a repeated willful failure or material breach which, by its nature, OUTFRONT determines cannot reasonably be expected to be cured, Executive shall have ten (10) business days from the date on which OUTFRONT provides such notice within which to cure any repeated willful failure under clause (C) of this paragraph 7(b)(i) or material breach under clause (D) (relating to paragraphs 4 and 5 hereof) of this paragraph 7(b)(i); provided, however, that if OUTFRONT reasonably expects irreparable injury from a delay of ten (10) business days, OUTFRONT may give Executive notice of such shorter period within which to cure as is reasonable under the circumstances. If Executive cures the willful failure or material breach as provided for in the aforementioned notice thereof, then Cause shall not exist with respect to such willful failure or material breach. For purposes of this Agreement, no act, or failure to act, on Executive’s part shall be deemed “willful” unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that Executive’s action or omission was in, or not opposed to, the best interest of OUTFRONT.

(ii)    Notwithstanding the foregoing, Executive shall be entitled to receive any Accrued Amounts should Executive’s employment be terminated for Cause pursuant to this paragraph 7(b).

(c)    Disability.

(i)    If, while employed during the Employment Term, Executive becomes “disabled” within the meaning of such term under the short-term disability (“STD”) program in which OUTFRONT senior executives are eligible to participate (such condition is referred to as a “Disability” or being “Disabled”), Executive will be considered to have experienced a termination of employment with OUTFRONT as of the date he first becomes eligible to receive benefits under any long-term disability (“LTD”) program in which OUTFRONT senior executives are eligible to participate or, if he does not become eligible to receive benefits under such OUTFRONT LTD program, he has not returned to work by the six (6) month anniversary of his Disability onset date. Except as provided in this paragraph 7(c), if Executive becomes Disabled while employed during the Employment Term, Executive will exclusively receive compensation under the STD program in accordance with its terms and, thereafter, under the LTD program in accordance with its terms, provided he is eligible to receive LTD program benefits.

(ii)    Notwithstanding the foregoing, if Executive has not returned to work by December 31st of a calendar year during the Employment Term, he will receive bonus compensation for the calendar year(s) during the Employment Term in which he receives compensation under the STD program, determined as follows:

(A)    for the portion of the calendar year from January 1st until the date on which Executive first receives compensation under the STD program, bonus compensation shall be determined in accordance with the EBP (i.e., based upon achievement of company performance goals and the Compensation Committee’s good faith estimate of Executive’s achievement of his personal goals) and prorated for such period; and

(B)    for any subsequent portion of that calendar year and any portion of the following calendar year in which Executive receives compensation under the STD program,
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bonus compensation shall be in an amount equal to his target bonus and prorated for such period(s).

Bonus compensation under this paragraph 7(c)(ii) shall be paid, less applicable deductions and withholding taxes, between January 1st and February 28th of the calendar year following the calendar year to which such bonus compensation relates. Executive will not receive bonus compensation for any portion of the calendar year(s) during the Employment Term while he receives benefits under the LTD program. For the periods that Executive receives compensation and benefits under the STD and LTD programs, such compensation and benefits and the bonus compensation provided under this paragraph 7(c)(ii) are in lieu of salary and bonus under paragraphs 2(a) and (b).

(iii)    Further, subject to the release requirement in paragraph 20, if Executive’s employment is terminated due to his “Permanent Disability” (as defined in the then current LTIP), all outstanding equity awards granted to Executive in connection with Executive’s employment with OUTFRONT shall accelerate and vest immediately on the date of such termination of employment and be settled as soon as administratively feasible (no later than ten (10) business days thereafter).

(iv)    Notwithstanding the foregoing, Executive shall be entitled to receive any Accrued Amounts should Executive’s employment be terminated due to his Disability pursuant to this paragraph 7(c).

(d)    Termination Without Cause or for Good Reason.

(i) OUTFRONT may terminate Executive’s employment under this Agreement without Cause at any time during the Employment Term by providing written notice of termination to Executive in accordance with paragraph1(a) (a “Termination Without Cause”). In addition, Executive may terminate Executive’s employment under this Agreement for Good Reason at any time during the Employment Term by written notice of termination to OUTFRONT given no more than sixty (60) days after Executive first learns of the event constituting Good Reason (a “Termination for Good Reason”). Such notice shall state an effective termination date that is not earlier than thirty (30) days and not later than sixty (60) days after the date it is given to OUTFRONT, provided that OUTFRONT may set an earlier effective date for Executive’s termination at any time after receipt of Executive’s notice. For purposes of this Agreement (and any other agreement that expressly incorporates the definition of Good Reason hereunder), “Good Reason” shall mean the occurrence of any of the following without Executive’s consent (other than in connection with the termination or suspension of Executive’s employment or duties for Cause or in connection with Executive’s physical and mental incapacity): (A) a material reduction in Executive’s base salary or Bonus Target percentage in effect prior to such reduction; (B) a material reduction in Executive’s positions, titles, authorities, duties or responsibilities from those in effect immediately prior to such reduction; (C) the assignment to Executive of duties or responsibilities that are inconsistent with Executive’s authorities, duties or responsibilities as they shall exist on the Effective Date or that impair Executive’s ability to function as Executive Vice President, Chief Revenue Officer Enterprise of OUTFRONT; (D) the material breach by OUTFRONT of any of its obligations under this Agreement or any other agreement between it and Executive; (E) the requirement that Executive relocate more than a 50 mile radius outside the Borough of Manhattan; or (F) a change in the person to whom Executive reports to someone who is not a senior executive officer of OUTFRONT. OUTFRONT shall have thirty (30) days from the receipt of Executive’s notice within which to cure such event and in the event of such cure Executive’s notice shall be of no further force or effect. If no cure is effected, Executive’s termination will be effective as of the date specified in Executive’s written notice to OUTFRONT or such earlier effective date set by OUTFRONT following receipt of Executive’s notice.
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(ii)    If, during the Employment Term, a Termination Without Cause or a Termination for Good Reason occurs, then Executive shall be entitled to receive the Accrued Amounts and the following other payments and benefits provided by this paragraph 7(d)(ii) (collectively, the “Severance Benefits”), provided that Executive executes and does not revoke such execution of a Separation Agreement and General Release (the “Release”) which shall be provided by the Company to Executive in connection with any such Termination Without Cause or Termination for Good Reason:

(A)    a severance payment equal to the sum of (1) twelve (12) months of Executive’s then current base salary in effect at the time of termination, and (2) in the event (x) a person other than Nick Brien is appointed CEO of OUTFRONT to succeed Nick Brien in his current role as Interim CEO of OUTFRONT, and (y) a Termination Without Cause occurs prior to the date one (1) year from the date such person other than Nick Brien is so appointed, Executive’s Target Bonus in effect at the time of such termination (the “Severance Payment”), payable ratably in equal installments in accordance with OUTFRONT’s then effective payroll practices, over a twelve (12) month period beginning on the regular payroll date next following Executive’s execution and non-revocation of the Release. For the avoidance of doubt, in the event Nick Brien is appointed CEO of OUTFRONT immediately following his tenure as Interim CEO, the Severance Payment shall not include Executive’s Target Bonus pursuant to clause (2) above. Executive shall not be required to mitigate the amount of the Severance Payment or other Severance Benefits by seeking other employment.

(B)    a prorated bonus for that portion of the year of such termination during which Executive actively rendered services, paid in accordance with the EBP (the “Pro- Rata Bonus”). The precise amount of bonus payable, if any, will be determined in a manner consistent with the manner bonus pay determinations are made for comparable OUTFRONT executives, and such bonus, if any, less applicable deductions and withholding taxes, shall be payable by March 15 of the calendar year following the calendar year in which the termination occurs in accordance with EBP guidelines;

(C) to the extent that the Termination Without Cause or Termination for Good Reason is considered a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (“Section 409A”), and which results in the Executive’s loss of eligibility for medical and/or dental benefits under OUTFRONT’s then effective benefit plans and Executive elects to continue Executive’s coverage under such plans pursuant to the Consolidated Omnibus Budget Reconciliation Act, 29 U.S.C. section 1161 et seq. (“COBRA”) and any applicable state law pursuant to the terms thereof, then OUTFRONT will provide Executive’s coverage at the active employee cost for a time period up to twelve (12) months (assuming Executive does not become covered under another group plan sooner). The amount OUTFRONT will pay for continued medical and/or dental COBRA coverage following pursuant to this paragraph 7(d)(ii)(C), if any, will be treated as taxable income to the extent required by law and will be reported on a Form W- 2, and OUTFRONT may withhold taxes from Executive’s compensation for this purpose. The parties agree that, consistent with the provisions of Section 409A, the following in-kind benefit rules shall also apply: (x) the amount of in-kind benefits paid during a calendar year will not affect the in-kind benefits in any other calendar year; and (y) Executive’s right to in-kind benefits is not subject to liquidation or exchange for another benefit; and
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(D)    all outstanding equity awards granted to Executive on or after the Effective Date in connection with Executive’s employment with OUTFRONT that would otherwise vest on or before the end of the twelve (12) month period following the date of Executive’s Termination Without Cause or Termination for Good Reason shall accelerate and vest immediately on the date of Executive’s termination of employment and be settled as soon as administratively feasible (but no later than ten (10) business days thereafter); provided, however, that with respect to awards that remain subject to performance-based vesting conditions on Executive’s termination date, such awards shall vest if and to the extent the Compensation Committee of the Board certifies that a level of the performance goal relating to such awards have been met, or, if later, the effective date of the Release, and shall be settled within ten (10) business days thereafter.

(iii)    The Severance Benefits are expressly conditioned upon Executive’s execution and non-revocation of the Release. The Severance Benefits are in lieu of any other severance payments or protections under any plan that may now or hereafter exist and shall be the sole and exclusive compensation payable in the event of a Termination Without Cause or a Termination for Good Reason. For the avoidance of doubt, following Executive’s Termination Without Cause or Termination for Good Reason, OUTFRONT shall have no further obligation to Executive of any nature, including, but not limited to, the payment of cash compensation, the vesting of equity compensation, and/or the accrual of vacation time, except for the Accrued Amounts and the Severance Benefits. Notwithstanding the foregoing, Executive shall be entitled to receive any base salary due and not yet paid and any accrued but unused vacation should Executive’s employment be terminated pursuant to this paragraph 7(d), and in the event of Executive’s death after termination pursuant to this paragraph 7(d), Executive’s estate shall receive any severance payment due and not yet paid through the date of Executive’s death. Nothing herein shall obligate OUTFRONT to utilize Executive’s services. If the employment of Executive is terminated by OUTFRONT for Cause or by reason of Executive’s Disability or death or resignation without Good Reason, this paragraph 7(d) shall not be applicable.

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(iv) Each payment under this paragraph 7(d) shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. Any payment under this paragraph 7(d) that is not made during the period following Executive’s Termination Without Cause or Termination for Good Reason because Executive has not executed or has executed and then revoked the Release shall be paid to Executive in a single lump sum on the first payroll date following Executive’s execution and non-revocation of the Release Notwithstanding the foregoing, in the event that Executive is a “specified employee” (within the meaning of Section 409A and as determined pursuant to procedures adopted by OUTFRONT) and has actually, or is deemed to have, incurred a “separation from service” within the meaning of Section 409A (a “409A Termination”) and if any portion of Executive’s base salary or Pro-Rata Bonus that would be paid to the Executive (for Termination Without Cause or Termination for Good Reason) during the six-month period following such 409A Termination constitutes deferred compensation (within the meaning of Section 409A), such portion shall be paid to Executive, to the extent required to comply with Section 409A only, on the earlier of (A) the first business day of the seventh month following the month in which Executive’s 409A Termination occurs or (B) Executive’s death (the applicable date, the “Permissible Payment Date”) rather than as described in the prior sentence, and remaining payments of base salary and/or Pro-Rata Bonus, if any, shall be paid to Executive or to Executive’s estate, as applicable, by payment of Executive’s base salary on regular payroll dates commencing with the payroll date that follows the Permissible Payment Date and by payment of any Pro-Rata Bonus on the first payroll date that follows the Permissible Payment Date. Notwithstanding the foregoing, the limitations under the preceding sentence shall not apply to that portion of any amounts payable upon termination of employment which shall qualify as “involuntary severance” under Section 409A.

(e)    Resignation Without Good Reason. Executive may, at his option, resign from his employment under this Agreement at any time without Good Reason (as defined herein) by providing OUTFRONT with at least ninety (90) days’ advance written notice, in which case, Executive shall be paid the Accrued Obligations (as defined in paragraph 8(c)), and such resignation shall not be deemed to be a breach of this Agreement. If, during the Employment Term, Executive resigns without Good Reason, Executive shall only be entitled to receive any Accrued Amounts.

(f)    Resignation from Positions. If Executive’s employment with OUTFRONT terminates for any reason, then, unless otherwise determined by the Executive Vice President, General Counsel and Corporate Secretary of OUTFRONT, Executive shall automatically be deemed to have resigned at that time from any and all officer or director positions that Executive may have held with OUTFRONT or any of OUTFRONT’s affiliated companies and all board seats or other positions in other entities Executive held on behalf of OUTFRONT, including any fiduciary positions (including as a trustee) Executive holds with respect to any employee benefit plans or trusts established by OUTFRONT. Executive agrees that this Agreement shall serve as written notice of resignation in this circumstance. If, however, for any reason this paragraph 7(f) is deemed insufficient to effectuate such resignation, Executive agrees to execute, upon the request of OUTFRONT or any of its affiliated companies, any documents or instruments which OUTFRONT may deem necessary or desirable to effectuate such resignation or resignations, and Executive hereby authorizes the Secretary and any Assistant Secretary of OUTFRONT or any of OUTFRONT’s affiliated companies to execute any such documents or instruments as Executive’s attorney-in-fact.

8. Discoveries and Inventions. OUTFRONT shall own all right, title and interest for the maximum time period available under applicable law to the results of Executive’s services and all artistic materials and intellectual properties which are, in whole or in part, created, developed or produced by Executive during the Employment Term and which are suggested by or related to Executive’s employment hereunder or any activities to which Executive is assigned, and Executive shall not have or claim to have any right, title or interest therein of any kind or nature. Executive hereby undertakes and covenants to do all such further acts and execute all such further assignments, documents and instruments (including, without limitation, patent and copyright registrations and applications) as OUTFRONT may from time to time require or request to effectuate this paragraph 8, and in the event Executive fails to do so within fifteen (15) days of receiving written notice from OUTFRONT requesting the same, Executive hereby appoints OUTFRONT to execute such documents and instruments in its name and on its behalf as its duly authorized attorney and this appointment shall be deemed to be a power coupled with an interest and shall be irrevocable.
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9.    Non-Disparagement. Executive agrees that, during the Employment Term and for one (1) year thereafter, Executive shall not, in any communications with the press or other media or any customer, client or supplier of OUTFRONT, or any of OUTFRONT’s affiliated companies, criticize, ridicule or make any statement which disparages or is derogatory of OUTFRONT or any of OUTFRONT’s affiliated companies or any of their respective directors, officers or employees. OUTFRONT agrees that during the Employment Term and for a period of one (1) year thereafter, OUTFRONT shall not, in any communications with the press or other media or any customer, client, supplier of OUTFRONT, or any of OUTFRONT’s affiliated companies, criticize, ridicule or make any statement which disparages or is derogatory of Executive; provided that OUTFRONT’s obligations shall be limited to communications by its senior corporate executives having the rank of Senior Vice President or above (“Specified Executives”), and it is agreed and understood that any such communication by any Specified Executive (or by any executive at the behest of a Specified Executive) shall be deemed to be a breach of this paragraph 9 by OUTFRONT. Notwithstanding the foregoing, neither Executive nor OUTFRONT shall be prohibited from making truthful statements either required by law or in connection with any arbitration proceeding described in paragraph 16 hereof concerning a dispute relating to this Agreement.

10.    Non-Solicitation. Executive agrees that, during the Employment Term and for one
(1) year thereafter, Executive shall not, directly or indirectly: (i) employ or solicit the employment of any person who is then or has been within six (6) months prior thereto, an employee of OUTFRONT or any of OUTFRONT’s affiliated companies; or (ii) do any act or thing to cause, bring about, or induce any interference with, disturbance to, or interruption of any of the then- existing relationships (whether or not such relationships have been reduced to formal contracts) of OUTFRONT or any of OUTFRONT’s affiliated companies with any customer, employee, consultant or supplier. Should OUTFRONT have reason to believe Executive is violating the terms of this paragraph 10, OUTFRONT may contact any individual(s) necessary to (a) determine the existence of a violation and (b) enforce this paragraph 10, without being deemed to have violated the confidentiality terms of any written agreement between Executive and OUTFRONT.

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11. Non-Competition. Subject to paragraph 4(b), Executive agrees that Executive’s employment with OUTFRONT is on an exclusive basis and that, while Executive is employed by OUTFRONT, Executive will not engage in any other business activity which is in conflict with Executive’s duties and obligations (including Executive’s commitment of time) under this Agreement. Executive agrees that, during the Non-Compete Period (as defined below), Executive shall not directly or indirectly engage in or participate as an owner, partner, member, stockholder, officer, employee, director, agent of or consultant for any business competitive with any business of OUTFRONT, without the written consent of OUTFRONT; provided, however, that this provision shall not prevent Executive from investing as less than a one (1%) percent stockholder in the securities of any company listed on a national securities exchange or quoted on an automated quotation system. The Non-Compete Period shall cover the entire Employment Term; provided, however, that, if Executive’s employment terminates on or before the then scheduled end of the Employment Term, the Non-Compete Period shall terminate on the date that is twelve (12) months after the date on which Executive’s employment is terminated pursuant to paragraph 7(b), 7(d) or 7(e) (which date may occur after expiration of the scheduled Employment Term, depending on the Executive’s termination date). For purposes of this paragraph 11, “Cause” has the meaning provided in paragraph 7(b)(i). Notwithstanding any other provision hereof, your obligations under this paragraph 11 shall cease if: (a) OUTFRONT terminates Executive’s employment without Cause or Executive terminates Executive’s employment for Good Reason, (b) Executive provides OUTFRONT a written notice indicating Executive desires to waive Executive’s right to receive, or to continue to receive, Severance Benefits; and (c) OUTFRONT notifies Executive that it has, in its discretion, accepted Executive’s request.

12.    Confidentiality. Executive agrees that during Executive’s employment hereunder and at any time thereafter, (a) Executive shall not use for any purpose or disclose to any third party, other than in connection with the duly authorized business of OUTFRONT, any information relating to OUTFRONT or any of its affiliated companies which is proprietary to OUTFRONT or any of OUTFRONT’s affiliated companies (“Confidential Information”), including any trade secret or any written (including in any electronic form) or oral communication incorporating Confidential Information in any way (except as may be required by law or in the performance of Executive’s duties under this Agreement consistent with OUTFRONT’s policies); and (b) Executive will comply with any and all confidentiality obligations of OUTFRONT to a third party, whether arising under a written agreement or otherwise. Information shall not be deemed Confidential Information which (i) is or becomes generally available to the public other than as a result of a disclosure by Executive or at Executive’s direction or by any other person who directly or indirectly receives such information from Executive, each, in violation of Executive’s obligations to OUTFRONT, or (ii) is or becomes available to Executive on a non-confidential basis from a source which is entitled to disclose it to Executive.

13.    Cooperation. (a) Executive agrees that during the Employment Term and for one (1) year thereafter and, if longer, during the pendency of any then-pending litigation or other proceeding,
(i) Executive shall not communicate with anyone (other than Executive’s own attorneys and tax advisors), except to the extent necessary in the performance of Executive’s duties under this Agreement or as required by law, with respect to the facts or subject matter of any pending or potential litigation, or regulatory or administrative proceeding involving OUTFRONT or any of OUTFRONT’s affiliated companies, other than any litigation or other proceeding in which Executive is a party-in-opposition, without giving prior notice to OUTFRONT, as applicable, or its counsel; and (ii) in the event that any other party attempts to obtain information or documents from Executive with respect to such matters, either through formal legal process such as a subpoena or by informal means such as interviews, Executive shall promptly notify OUTFRONT or its counsel before providing any information or documents, to the extent permitted by applicable law.

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(b) Executive agrees to cooperate with OUTFRONT and its attorneys, both during and after the termination of Executive’s employment, in connection with any litigation or other proceeding arising out of or relating to matters in which Executive was involved prior to the termination of Executive’s employment. Executive’s cooperation shall include, without limitation, providing assistance to OUTFRONT’s counsel, experts or consultants, and providing truthful testimony in pretrial and trial or hearing proceedings and any travel related to Executive’s attendance at such proceedings. In the event that Executive’s cooperation is requested after the termination of Executive’s employment, OUTFRONT will (i) seek to minimize interruptions to Executive’s schedule to the extent consistent with its interests in the matter; and (ii) reimburse Executive for all reasonable and appropriate out-of-pocket expenses in a manner consistent with OUTFRONT policy, but in no event later than December 31 of the year following the year in which Executive incurs the related expenses.

(c)    Executive agrees that Executive will not testify voluntarily in any lawsuit or other proceeding brought by a third-party which directly or indirectly involves OUTFRONT or any of its affiliated companies, or which may create the impression that such testimony is endorsed or approved by OUTFRONT or any of its affiliated companies, without advance notice (including the general nature of the testimony) to and, if such testimony is without subpoena or other compulsory legal process the approval of, OUTFRONT’s general counsel.

(d)    Notwithstanding the foregoing, this Agreement shall not preclude Executive from participating in any governmental investigation of OUTFRONT, and Executive is not obligated under this Agreement to provide any notice to OUTFRONT regarding Executive’s participation in any governmental investigation of OUTFRONT.

14.    Relief. OUTFRONT has entered into this Agreement in order to obtain the benefit of Executive’s unique skills, talent, and experience. Executive acknowledges and agrees that any violation of paragraphs 4 through 6 or 8 through 13 of this Agreement will result in irreparable damage to OUTFRONT, and, accordingly, OUTFRONT may obtain injunctive and other equitable relief for any breach or threatened breach of such paragraphs, in addition to any other remedies available to OUTFRONT, and Executive hereby consents and agrees to exclusive personal jurisdiction in any state or federal court located in the City of New York, Borough of Manhattan.

15. Indemnification. OUTFRONT agrees that if Executive is made a party to, threatened to be made a party to, receives any legal process in, or receives any discovery request or request for information in connection with, any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that Executive is or was a director, officer, employee, consultant or agent of OUTFRONT, or is or was serving at the written request of, or on behalf of, OUTFRONT as a director, officer, member, employee, consultant or agent of another corporation, limited liability corporation, partnership, joint venture, trust or other entity, whether or not the basis of such Proceeding is Executive’s alleged action in an official capacity while serving as a director, officer, member, employee, consultant or agent of OUTFRONT or other entity, Executive shall be indemnified and held harmless by OUTFRONT to the fullest extent permitted or authorized by OUTFRONT’s certificate of incorporation or by- laws or, if greater, by applicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys’ fees reasonably incurred, judgments, fines, taxes or penalties and amounts paid or to be paid in settlement and any reasonable cost and fees incurred in enforcing Executive’s rights to indemnification or contribution) incurred or suffered by Executive in connection therewith, and such indemnification shall continue as to Executive even though Executive has ceased to be a director, officer, member, employee, consultant or agent of OUTFRONT or other entity and shall inure to the benefit of Executive’s heirs, executors and administrators. OUTFRONT shall be responsible for reimbursing Executive for all costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Executive in connection with any Proceeding within twenty (20) business days after receipt by OUTFRONT of a written request for such reimbursement and appropriate documentation associated with these expenses. Such request shall include an undertaking by Executive to repay the amount of such advance if it shall ultimately be determined that Executive is not entitled to be indemnified against such costs and expenses. Furthermore, with respect to Executive’s acts or failures to act during the Employment Term in Executive’s capacity as a director, officer, employee or agent of OUTFRONT, Executive shall be entitled to liability insurance coverage to the same extent as OUTFRONT’s other similarly-situated senior executives subject to the exclusions and limitations set forth in the policy for such coverage.
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16.    Arbitration. Except as provided in paragraph 14 of this Agreement, if any disagreement or dispute whatsoever shall arise between the parties concerning this Agreement (including the documents referenced herein) or Executive’s employment with OUTFRONT (a “Matter In Dispute”), the parties hereto agree that such Matter In Dispute shall be privately arbitrated rather than contested in a court of law before a judge or jury. Any and all Matters In Dispute must be brought in the parties’ individual capacities, and not as a plaintiff or class member in any purported class or representative proceeding. Thus, by agreeing to the terms of this agreement, Executive is hereby waiving any right Executive might otherwise have to litigate a Matter In Dispute as a class or representative proceeding. Any and all Matters In Dispute shall be submitted to arbitration before JAMS Employment Practice, and a neutral arbitrator will be selected in a manner consistent with JAMS Employment Arbitration Rules (“Rules”). Such arbitration shall be confidential and private and conducted in accordance with the Rules. Any such arbitration proceeding shall take place in New York City before a single arbitrator (rather than a panel of arbitrators). The parties agree that the arbitrator shall have no authority to award any punitive or exemplary damages and waive, to the full extent permitted by law, any right to recover such damages in such arbitration. Each party shall bear its respective costs (including attorneys’ fees, and there shall be no award of attorneys’ fees). Judgment upon the final award rendered by such arbitrator may be entered in any court having jurisdiction thereof.

17.    Acknowledgements. Executive represents and warrants:

(a)    that Executive has capacity to enter into this Agreement,

(b)    that Executive has entered into this Agreement voluntarily and with a full understanding of its terms; and

(c)    that Executive is not subject to restrictive covenants or other contractual limitations with any other employer, company, entity or person that would by breached by Executive becoming a party to this Agreement.

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18.    Complete Agreement; Governing Law; Successors and Assigns. This Agreement contains the entire understanding of the parties with respect to the subject matter thereof, supersedes any and all prior agreements of the parties with respect to the subject matter thereof, and cannot be changed or extended except by a writing signed by both parties hereto. This Agreement shall be binding upon and inure to the benefit of the parties and their respective legal representatives, executors, heirs, administrators, successors and assigns; provided, however, that neither Executive nor OUTFRONT shall have no right to assign this Agreement or delegate Executive’s/its obligations hereunder, except that OUTFRONT may assign this Agreement to any majority owned subsidiary of or successor in interest to OUTFRONT. This Agreement and all matters and issues collateral thereto shall be governed by the laws of the State of New York applicable to contracts entered into and performed entirely within the State of New York, with respect to the determination of any claim, dispute or disagreement, which may arise out of the interpretation, performance or breach of this Agreement. If any provision of this Agreement, as applied to either party or to any circumstance, shall be adjudged by a court or duly appointed arbitrator to be void or unenforceable, the same shall in no way affect any other provision of this Agreement or the validity or enforceability thereof.

19.    Section 409A. To the extent applicable, it is intended that the compensation arrangements under this Agreement be in full compliance with Section 409A. This Agreement shall be construed in a manner to give effect to such intention. In no event whatsoever (including, but not limited to, as a result of this paragraph 19 or otherwise) shall OUTFRONT be liable for any tax, interest or penalties that may be imposed on Executive (or Executive’s beneficiaries, successors or representatives) under Section 409A. Neither OUTFRONT or any of OUTFRONT’s affiliates shall have any obligation to indemnify or otherwise hold Executive harmless from any or all such taxes, interest or penalties, or liability for any damages related thereto. Executive acknowledges that he has been advised to obtain independent legal, tax or other counsel in connection with Section 409A.

20.    Notices. All notices or other communications hereunder shall be given in writing and shall be deemed given if served personally or mailed by registered or certified mail, return receipt requested, to the parties at their addresses above indicated.

21.    Counterparts. This Agreement may be executed in one or more counterparts, including by facsimile, and all of the counterparts shall constitute one fully executed agreement. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

22.    Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid or unenforceable in any respect under any applicable law, such invalidity or unenforceability shall not affect any other provision, but this Agreement shall be reformed, construed and enforced as if such invalid or unenforceable provision had never been contained herein.

23.    Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by Executive, OUTFRONT and their respective heirs, executors, personal representatives, successors and assigns, except that neither party may assign any rights or
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delegate any obligations hereunder without the prior written consent of the other party. Executive hereby consents to the assignment by OUTFRONT of all of its rights and obligations hereunder to any successor to OUTFRONT by merger or consolidation or purchase of all or substantially all of OUTFRONT’s assets, provided such transferee or successor assumes the liabilities of OUTFRONT hereunder.
[SIGNATURES ON THE FOLLOWING PAGE]





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IN WITNESS WHEREOF, the parties have executed this Agreement as of July 21, 2025


OUTFRONT Media Inc.

By /s/ Nancy Tostanoski    

Nancy Tostanoski Executive Vice President,
Chief Human Resources Officer


By /s/ James Norton    

James Norton

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EX-10.3 3 laurierosenfieldemployment.htm EX-10.3 Document
Exhibit 10.3



THIS EMPLOYMENT AGREEMENT (“Agreement”) is effective as of the 31st day of August, 2025 (the “Effective Date”), by and between OUTFRONT Media Inc. (“OUTFRONT”), having an address at 90 Park Avenue, New York, New York 10016, and Laurie Rosenfield (“Executive”), whose address is 61 Beekman Place, Madison, CT 06443.

WITNESSETH

WHEREAS, OUTFRONT desires for Executive to serve as Executive Vice President, Chief People Officer of OUTFRONT, and Executive is willing to perform such services, upon the terms, provisions and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the promises and the mutual covenants hereinafter contained, it is agreed upon between OUTFRONT and Executive as follows:

1.    Term.

(a)    Executive’s employment under this Agreement shall commence on September 15, 2025 (the “Effective Date”) and end upon the first to occur of any of the events stated in paragraph 1(b). The period during which Executive is employed shall be referred to herein as the “Term”. Notwithstanding anything in this Agreement to the contrary, Executive will be an at-will employee of OUTFRONT, and Executive or OUTFRONT may terminate Executive’s employment with OUTFRONT for any reason or no reason at any time (subject to such notices as may be required herein).

(b)    The Term shall end upon the first to occur of any of the following events:

(i)    Executive’s death;

(ii)    OUTFRONT’s termination of Executive’s employment due to Executive’s Disability (as defined in paragraph 7);

(iii)    OUTFRONT’s termination of Executive’s employment for Cause (as defined in paragraph 8(a));

(iv)    a Termination Without Cause (as defined in paragraph 8(b));

(v)    a Termination by Executive for Good Reason (as defined in paragraph 8(b));
or

(vi)    Executive’s voluntary termination without Good Reason (as described in paragraph 8(a)(ii)).

2.    Duties and Duty of Loyalty.

(a) Executive agrees to devote her entire business time, attention and energies to the OUTFRONT business. Executive will be Executive Vice President, Human Resources of OUTFRONT and Executive agrees to perform all duties reasonable and consistent with that office and related to the OUTFRONT business, as the Chief Executive Officer of OUTFRONT (the “CEO”) (or other individual designated by the CEO) may assign to Executive from time to time. Executive will work in OUTFRONT’s headquarters located in Manhattan, New York.





(b)    During the Term, Executive assumes a duty to perform the obligations of Executive’s position with OUTFRONT in a loyal and diligent manner, including, among other things, avoiding conflicts of interest (e.g., leveraging business relationships, contacts or other assets for any personal gain or advantage or the gain or advantage of any person or entity other than OUTFRONT) and promptly informing OUTFRONT of any business opportunities Executive has been offered and that may be of interest to OUTFRONT, provided that the foregoing shall not prevent Executive from (i) engaging in other business endeavors that are not related to the business or affairs of OUTFRONT (with the prior approval of the Chief Executive Officer), (ii) participating in charitable, civic, educational, professional, community or industry affairs and (ii) managing Executive’s personal investments and legal affairs, so long as, in each case, such activities do not conflict with the policies of OUTFRONT or materially interfere with the performance of Executive’s duties and responsibilities under this Agreement or create an actual business or fiduciary conflict. Executive represents and agrees that it shall be a violation of the obligations of this Agreement to, among other things, engage in or prepare to engage in competitive activity while employed by OUTFRONT (e.g., to plan, coordinate or prepare to start to engage in any competitive activity). If Executive desires to engage in outside business activities during the scope of Executive’s employment with OUTFRONT, such activities must be fully disclosed in writing in advance to a member of OUTFRONT’s Legal Department so that OUTFRONT may evaluate whether such outside business activities violate the terms of this Agreement, with such evaluation and determination being made by OUTFRONT in its sole discretion. This paragraph shall not in any way limit any common law or statutory duties owed by Executive to OUTFRONT.

3.    Compensation.

(a)    Salary. For all the services rendered by Executive in any capacity under this Agreement, OUTFRONT agrees to pay Executive a base salary (“Salary”) at the rate of Five Hundred Thousand Dollars ($500,000) per annum, less applicable deductions and withholding taxes, in accordance with OUTFRONT’s payroll practices as they may exist from time to time. During the Term, Executive’s Salary may be increased (but not decreased), and such increases, if any, shall be made at a time, and in an amount, as determined by the Compensation Committee of the Board (the “Committee”), in its discretion.

(b)    Bonus Compensation. Executive shall be eligible to receive annual bonus compensation (“Bonus”) during Executive’s employment with OUTFRONT under this Agreement, determined and payable as follows:

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(i) OUTFRONT agrees Executive shall be eligible to be considered for participation in OUTFRONT’s Executive Bonus Plan (the “EBP”), i.e., OUTFRONT’s current bonus plan, or any successor plans to the EBP. Executive shall have an annual bonus target equal to sixty percent (60%) of her Salary (“Target Bonus”). Since the EBP is administered under procedures that are not subject to contractual arrangements, eligibility for consideration is no guarantee of actual participation (or of meeting any target amounts), and the precise amount, form and timing of the awards under the EBP, if any, shall be determined on an annual basis at the sole discretion of the Board of Directors of OUTFRONT (the “Board”), or the appropriate committee of such Board. The Bonus for any calendar year may be subject to proration for the portion of such calendar year that Executive was employed by OUTFRONT and, for calendar year 2025, the Bonus payable hereunder shall be prorated for the portion of such year from the Effective Date to December 31, 2025.

(ii)    Notwithstanding the foregoing, Executive’s Bonus for any calendar year shall be considered earned as of December 31 of that calendar year and payable, less applicable deductions and withholding taxes, between January 1st and March 15th of the year following the year in which the Bonus was considered earned.

(c)    Long-Term Incentive Compensation. During the Term, Executive shall be eligible to be considered for participation in the OUTFRONT Media Inc. Omnibus Stock Incentive Plan, i.e., OUTFRONT’s current long-term incentive plan (the “LTIP”) or any successor plans to the LTIP, and shall be recommended for an annual grant with a target long-term incentive value equal to Five Hundred Thousand Dollars ($500,000) based on the Fair Market Value, as defined in the LTIP, of the underlying shares of OUTFRONT stock as of the date of grant, in accordance with the terms of the LTIP and with such terms and conditions established by the Committee in its sole discretion, as set forth in the applicable award agreement. Since the LTIP is administered under procedures that are not subject to contractual arrangements, eligibility for consideration is no guarantee of actual participation (or of meeting any target amounts), and the precise amount, form (including equity and equity-based awards, which for purposes of this Agreement are collectively referred to as “equity awards”) and timing of the awards under the LTIP, if any, shall be determined in the discretion of the Committee. LTIP awards shall be granted at such times and in such form and under such terms (including vesting), as granted to other similarly situated senior executives of OUTFRONT, a significant portion of which shall be subject to performance vesting as determined in the discretion of the Committee and subject to the terms and conditions set forth in the applicable award agreement.

4.    Benefits. Executive shall participate in such vacation, medical, dental, life insurance, long-term disability insurance, retirement, long-term incentive and other benefit plans and programs as OUTFRONT may have or establish from time to time in which similarly situated senior executives participate and in which Executive would be entitled to participate under the terms of the plan. This provision, however, shall not be construed to either require OUTFRONT to establish any welfare, compensation or long-term incentive plans, or to prevent the modification or termination of any plan once established, and no action or inaction with respect to any plan shall affect this Agreement. Executive shall receive four (4) weeks of vacation each year, which shall accrue as provided in OUTFRONT’s policies (as they may change from time to time).

5. Business Expenses. During Executive’s employment under this Agreement, OUTFRONT shall reimburse Executive for such reasonable travel and other expenses incurred in the performance of Executive’s duties as are customarily reimbursed to OUTFRONT’s executives at comparable levels. Subject to paragraph 18, any such travel and other expenses shall be reimbursed by OUTFRONT as soon as practicable in accordance with its established guidelines,as may be amended from time to time, but in no event later than the end of the calendar quarter following the calendar quarter in which Executive incurs and submits the related expenses.
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6.    Non-Competition, Confidential Information, Etc.

(a)    Non-Competition. Executive agrees that Executive’s employment with OUTFRONT is on an exclusive basis and that, while Executive is employed by OUTFRONT, Executive will not engage in any other business activity which is in conflict with Executive’s duties and obligations (including Executive’s commitment of time) under this Agreement. Executive further agrees that, during the Non-Compete Period (as defined below), Executive shall not directly or indirectly engage in or participate in (or negotiate or sign any agreement to engage in or participate in), whether as an owner, partner, stockholder, officer, employee, director, agent of or consultant for, any business which at such time is competitive with any business, division, operation or other activity of OUTFRONT or any of its subsidiaries (i) with respect to which Executive had any primary responsibility or a supervisory role, (ii) with respect to which Executive had access to any Confidential Information (as defined below) that could benefit such competitor’s business or harm OUTFRONT’s business or (iii) where Executive would provide services of the same or similar nature as services performed by Executive for OUTFRONT, without the written consent of OUTFRONT, as applicable; provided, that this provision shall not prevent Executive from investing as less than a one (1%) percent stockholder in the securities of any company listed on a national securities exchange or quoted on an automated quotation system. The Non-Compete Period shall cover the period during Executive’s employment with OUTFRONT and shall continue following the termination of Executive’s employment for any reason, including by expiration of the Term, for the greater of (A) six (6) months or (B) for so long as any payments are to be made to Executive pursuant to paragraph 8(c) of this Agreement, unless Executive requests and OUTFRONT accepts a written request pursuant to paragraph 6(j) of this Agreement, if any.

(b)    Confidential Information.

(i)    Executive agrees that, during the Term and at any time thereafter,(A) Executive shall not use for any purpose, including disclosing to any third party, other than in performance of the duly authorized business of OUTFRONT, any information relating to OUTFRONT or any of its Affiliated Companies (as defined in paragraph 6(c)), which is non-public, confidential or proprietary to OUTFRONT or any of its Affiliated Companies (“Confidential Information”), including any trade secret or any written (including in any electronic form) or oral communication incorporating Confidential Information in any way (except as may be required by law or in the performance of Executive’s duties under this Agreement consistent with OUTFRONT’s policies); and (B) Executive will comply with any and all confidentiality obligations of OUTFRONT to a third party, whether arising under a written agreement or otherwise. Information shall not be deemed Confidential Information which (1) is or becomes generally available to the public other than as a result of a disclosure by Executive or at Executive’s direction or by any other person who directly or indirectly receives such information from Executive, or (2) is or becomes available to Executive on a non-confidential basis from a source which is entitled to disclose it to Executive. For purposes of this paragraph 6(b), the term “third party” shall be defined to mean any person other than OUTFRONT and its Subsidiaries or any of its respective directors and senior officers.
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(ii)    Executive is hereby notified that the U.S. Defend Trade Secrets Act of 2016, 18 U.S.C. 1833 provides that an individual cannot be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made: (A) in confidence to federal, state or local government officials, either directly or indirectly, or to an attorney, and is solely for the purpose of reporting or investigating a suspected violation of the law; (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (C) to the individual’s attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law (and the trade secret may be used in the court proceedings for such lawsuit) as long as (x) any document containing the trade secret is filed under seal and (y) the trade secret is not disclosed except pursuant to court order.

(iii)    Anything to the contrary herein notwithstanding, nothing in this Agreement is intended to:

(A)    preclude Executive from disclosing or discussing information lawfully acquired about wages, hours or other terms and conditions of employment if used for purposes protected by Section 7 of the National Labor Relations Act, such as joining or forming a union, engaging in collective bargaining or engaging in other concerted activity for the mutual aid or protection of employees, or prohibit Executive from making statements or engaging in other activities or conduct protected by the National Labor Relations Act; or

(B)    limit Executive’s rights under applicable law to initiate communications directly with, provide information to, respond to any inquiries from, or report possible violations of law or regulation to any governmental entity or self-regulatory authority, or to file a charge with or participate in an investigation conducted by any governmental entity or self-regulatory authority, and Executive does not need OUTFRONT’s permission to do so. In addition, it is understood that nothing herein requires Executive to notify OUTFRONT of a request for information from any governmental entity or self-regulatory authority that is not directed to OUTFRONT or of Executive’s decision to file a charge or complaint with or participate in an investigation conducted by any governmental entity or self-regulatory authority; provided that Executive uses reasonable best efforts (including taking into account the advice of Executive’s own counsel) to avoid any unnecessary disclosure by Executive of the Confidential Information. Notwithstanding the foregoing, Executive recognizes that, in connection with the provision of information to any governmental entity or self-regulatory authority, Executive must inform such governmental entity or self-regulatory authority that the information Executive is providing is confidential. Despite the foregoing, Executive is not permitted to reveal to any third party, including any governmental entity or self-regulatory authority, information Executive came to learn during Executive’s service to OUTFRONT that is protected from disclosure by any applicable privilege, including but not limited to the attorney-client privilege or attorney work product doctrine. OUTFRONT does not waive any applicable privileges or the right to continue to protect its privileged attorney-client information, attorney work product, and other privileged information. For the avoidance of doubt, nothing herein shall be construed to prevent or limit Executive from recovering any bounty or monetary award from any governmental entity or regulatory or law enforcement authority in connection with information provided to any governmental entity or other protected “whistleblower” activity.

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(c)    No Solicitation. Executive agrees that, while employed by OUTFRONT and for the greater of: twelve (12) months thereafter or for so long as OUTFRONT is making any payments to Executive pursuant to paragraph 8(c), Executive shall not, directly or indirectly:

(i)    employ or solicit the employment of any person who is then or has been within six (6) months prior thereto, an employee of OUTFRONT or any of its affiliated companies; or

(ii)    do any act or thing to cause, bring about, or induce any interference with, disturbance to, or interruption of any of the then-existing relationships (whether or not such relationships have been reduced to formal contracts) of OUTFRONT or any of its affiliated companies with any customer, employee, consultant or supplier.

Notwithstanding anything to the contrary contained herein, Executive’s response to an unsolicited request for an employment reference regarding any former employee of OUTFRONT shall not be a violation of this paragraph 6(c). For purposes of this Agreement, an “Affiliated Company” shall mean any entity in which OUTFRONT directly or indirectly owns at least 20% of the voting power. Should OUTFRONT have reason to believe Executive is violating the terms of this paragraph 6(c), OUTFRONT may contact any individual(s) necessary to (A) determine the existence of a violation and (B) enforce this paragraph 6(c), without being deemed to have violated the confidentiality terms of any written agreement between Executive and OUTFRONT.

(d) OUTFRONT Ownership. The results and proceeds of Executive’s services under this Agreement, including, without limitation, any works of authorship resulting from Executive’s services during Executive’s employment with OUTFRONT and any works in progress resulting from such services, shall be works-made-for-hire and OUTFRONT shall be deemed the sole owner throughout the universe of any and all rights of every nature in such works, whether such rights are now known or hereafter defined or discovered, with the right to use the works in perpetuity in any manner OUTFRONT determines, in its discretion, without any further payment to Executive. If, for any reason, any of such results and proceeds are not legally deemed a work-made-for-hire and/or there are any rights in such results and proceeds which do not accrue to OUTFRONT under the preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title and interest thereto, including, without limitation, any and all copyrights, patents, trade secrets, trademarks and/or other rights of every nature in the work, whether now known or hereafter defined or discovered, and OUTFRONT shall have the right to use the work in perpetuity throughout the universe in any manner OUTFRONT determines, in its discretion, without any further payment to Executive. Executive shall, as may be requested by OUTFRONT from time to time, do any and all things which OUTFRONT may deem useful or desirable to establish or document OUTFRONT’s rights in any such results and proceeds, including, without limitation, the execution of appropriate copyright, trademark and/or patent applications, assignments or similar documents and, if Executive is unavailable or unwilling to execute such documents, Executive hereby irrevocably designates the General Counsel of OUTFRONT (or his or her designee) as Executive’s attorney-in-fact with the power to execute such documents on Executive’s behalf. To the extent Executive has any rights in the results and proceeds of Executive’s services under this Agreement that cannot be assigned as described above, Executive unconditionally and irrevocably waives the enforcement of such rights. This paragraph 6(d) is subject to, and does not limit, restrict, or constitute a waiver by OUTFRONT of any ownership rights to which OUTFRONT may be entitled by operation of law by virtue of being Executive’s employer.
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(e)    Litigation.

(i)    Executive agrees that during the Term, and for the greater of: (A) twelve (12) months thereafter; or (B) during the pendency of any litigation or other proceeding, (x) Executive shall not communicate with anyone (other than Executive’s own attorneys and tax advisors), except to the extent necessary in the performance of Executive’s duties under this Agreement, with respect to the facts or subject matter of any pending or potential litigation, or regulatory or administrative proceeding involving OUTFRONT, or any of OUTFRONT’s affiliated companies, other than any litigation or other proceeding in which Executive is a party- in-opposition, without giving prior notice to OUTFRONT or its counsel; and (y) in the event that any other party attempts to obtain information or documents from Executive with respect to such matters, either through formal legal process such as a subpoena or by informal means such as interviews, Executive shall promptly notify OUTFRONT’s counsel before providing any information or documents.

(ii)    Executive agrees to cooperate with OUTFRONT and its attorneys, both during and after the termination of Executive’s employment, in connection with any litigation or other proceeding arising out of or relating to matters in which Executive was involved prior to the termination of Executive’s employment. Executive’s cooperation shall include, without limitation, providing assistance to OUTFRONT’s counsel, experts or consultants, and providing truthful testimony in pretrial and trial or hearing proceedings. In the event that Executive’s cooperation is requested after the termination of Executive’s employment, OUTFRONT will (A) seek to minimize interruptions to Executive’s schedule to the extent consistent with its interests in the matter; (B) compensate Executive at a reasonable rate to be agreed between OUTFRONT and Executive for Executive’s time; and (C) reimburse Executive for all reasonable and appropriate out-of-pocket expenses actually incurred by Executive in connection with such cooperation upon reasonable substantiation of such expenses (including without limitation the reasonable cost of Executive’s legal counsel) within sixty (60) calendar days following the date on which OUTFRONT receives appropriate documentation with respect to such expenses, but in no event later than December 31 of the year following the year in which Executive incurs the related expenses.

(iii)    Executive agrees that during the Term and at any time thereafter, to the fullest extent permitted by law, Executive will not testify voluntarily in any lawsuit or other proceeding which directly or indirectly involves OUTFRONT or any of its affiliated companies, or which may create the impression that such testimony is endorsed or approved by OUTFRONT or any of its affiliated companies, without advance notice (including the general nature of the testimony) to and, if such testimony is without subpoena or other compulsory legal process, the approval of the General Counsel (or equivalent position thereof) of OUTFRONT.

(iv)    Notwithstanding the foregoing, this Agreement shall not preclude Executive from participating in any governmental investigation of OUTFRONT, and Executive is not obligated under this Agreement to provide any notice to OUTFRONT regarding Executive’s participation in any governmental investigation of OUTFRONT.

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(f)    No Right to Give Interviews or Write Books, Articles, Etc. During the Term, except as authorized by OUTFRONT, Executive shall not (i) give any interviews or speeches, or (ii) prepare or assist any person or entity in the preparation of any books, articles, television or motion picture productions or other creations, in either case, concerning OUTFRONT or any of its affiliated companies or any of their respective officers, directors, agents, employees, suppliers or customers.

(g)    Return of Property. All documents, data, recordings, or other property, whether tangible or intangible, including all information stored in electronic form, obtained or prepared by or for Executive and utilized by Executive in the course of Executive’s employment with OUTFRONT shall remain the exclusive property of OUTFRONT. If requested by OUTFRONT, Executive will provide a written acknowledgement and certification that all such property has been returned and electronic data permanently deleted and that Executive has not shared or provided such information to any third parties. Executive acknowledges and agrees that failure to surrender such property will cause irreparable damage to the Company. In the event of the termination of Executive’s employment for any reason, OUTFRONT reserves the right, to the extent permitted by law and in addition to any other remedy OUTFRONT may have, to deduct from any monies otherwise payable to Executive all amounts Executive may owe to OUTFRONT or any of its Affiliated Companies at the time of or subsequent to the termination of Executive’s employment with OUTFRONT. In the event that the law of any state or other jurisdiction requires the consent of an employee for such deductions, this Agreement shall serve as such consent. Notwithstanding anything in this paragraph 6(g) to the contrary, OUTFRONT will not exercise such right to deduct from any monies otherwise payable to Executive that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code, as amended, and the rules and regulations promulgated thereunder (“Section 409A”).

(h)    Non-Disparagement. Executive agrees that, during the Term and for one (1) year thereafter, Executive shall not, in any communications with the press or other media or any customer, client or supplier of OUTFRONT or any of OUTFRONT’s affiliated companies, criticize, ridicule or make any statement which disparages or is derogatory of OUTFRONT or any of OUTFRONT’s affiliated companies or any of their respective directors or senior officers or employees. OUTFRONT shall not, in any communications with the press or other media or any customer, client, supplier of OUTFRONT or any of OUTFRONT's affiliate companies directly or indirectly criticize, ridicule or make any statement which disparages or is derogatory of Executive. Nothing in this Agreement prevents Executive from filing a charge with the Equal Employment Opportunity Commission (“EEOC”) or participating in any investigation or proceeding conducted by the EEOC nor does it limit Executive’s ability to file a complaint with the Securities and Exchange Commission (“SEC”) or communicate with the SEC or otherwise participate in any investigation or proceeding that may be conducted by the SEC nor does it prevent Executive from disclosing information about unlawful acts in the workplace, including, but not limited to, sexual harassment. These non-disparagement obligations shall not in any way affect the Executive’s obligation to testify truthfully in any legal proceeding.

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(i)    Injunctive Relief. OUTFRONT has entered into this Agreement in order to obtain the benefit of Executive’s unique skills, talent, and experience. Executive acknowledges and agrees that any violation of paragraphs 6(a) through (h) of this Agreement will result in irreparable damage to OUTFRONT, and, accordingly, OUTFRONT may obtain injunctive and other equitable relief for any breach or threatened breach of such paragraphs, in addition to any other remedies available to OUTFRONT, and Executive hereby consents and agrees to personal jurisdiction in any state or federal court located in the City of New York, Borough of Manhattan.

(j)    Survival; Modification of Terms. Executive’s obligations under paragraphs 6(a) through (i) shall remain in full force and effect for the entire period specified therein notwithstanding, where applicable, the termination of Executive’s employment under this Agreement for any reason or the expiration of the Term; provided, however, that Executive’s obligations under this paragraph 6(a) (but not under any other provision of this Agreement) shall cease if: (i) OUTFRONT terminates Executive’s employment without Cause (as defined in paragraph 8(a)) or Executive terminates Executive’s employment for Good Reason (as defined in paragraph 8(b) and (ii) Executive provides OUTFRONT a written notice indicating Executive’s desire to waive her right to receive, or to continue to receive, termination payments and benefits under paragraph 8(c) and (iii) OUTFRONT notifies Executive that it has, in its sole discretion, accepted Executive’s request. Executive and OUTFRONT agree that the restrictions and remedies contained in paragraphs 6(a) through (i) are reasonable and that it is Executive’s intention and the intention of OUTFRONT that such restrictions and remedies shall be enforceable to the fullest extent permissible by law. If a court of competent jurisdiction shall find that any such restriction or remedy is unenforceable but would be enforceable if some part were deleted or the period or area of application reduced, then such restriction or remedy shall apply with the modification necessary to make it enforceable. Executive acknowledges that OUTFRONT conducts its business operations around the world and has invested considerable time and effort to develop the international brand and goodwill associated with the “OUTFRONT” name. To that end, Executive further acknowledges that the obligations set forth in this paragraph 6 are by necessity international in scope and necessary to protect the international operations and goodwill of OUTFRONT and its Affiliated Companies.

7.    Disability. In the event that Executive becomes “disabled” within the meaning of such term under the OUTFRONT’s Short-Term Disability (“STD”) program and its Long-Term Disability (“LTD”) program while employed during the Term (such condition is referred to as a “Disability”), Executive will be considered to have experienced a termination of employment with OUTFRONT and its subsidiaries as of the date Executive first becomes eligible to receive benefits under the LTD program in which OUTFRONT’s senior executives are eligible to participate or, if Executive does not become eligible to receive benefits under such OUTFRONT LTD program, Executive has not returned to work by the six (6) month anniversary of Executive’s Disability onset date. Except as provided in this paragraph 7, if Executive becomes Disabled while employed during the Term, Executive will exclusively receive compensation under the STD program in accordance with its terms. Thereafter, Executive will be eligible to receive benefits under the LTD program in accordance with its terms. If Executive has not returned to work by December 31st of a calendar year during the Term, Executive will receive bonus compensation for the calendar year(s) during the Term in which Executive receives compensation under the STD program, determined as follows:

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(i)    for the portion of the calendar year from January 1st until the date on which Executive first receives compensation under the STD program, bonus compensation shall be determined in accordance with the EBP (i.e., based upon OUTFRONT’s achievement of its goals and OUTFRONT’s good faith estimate of Executive’s achievement of Executive’s personal goals) and prorated for such period; and

(ii)    for any subsequent portion of that calendar year and any portion of the following calendar year in which Executive receives compensation under the STD program, bonus compensation shall be in an amount equal to Executive’s Target Bonus and prorated for such period(s).

Subject to paragraph 18 hereof, bonus compensation under this paragraph 7 shall be paid, less applicable deductions and withholding taxes, by February 28th of the year(s) following the year as to which such bonus compensation is payable. Executive will not receive bonus compensation for any portion of the calendar year(s) during the Term while Executive receives benefits under the LTD program. For the periods that Executive receives compensation and benefits under the STD and LTD programs, such compensation and benefits and the bonus compensation provided under this paragraph 7 are in lieu of Salary and Bonus under paragraphs 3(a) and (b).

In addition, if Executive’s employment is terminated due to her “Permanent Disability” (as defined in the then current LTIP), all outstanding equity awards (or portions thereof) granted to Executive in connection with Executive’s employment with OUTFRONT shall accelerate and vest immediately on the date of such termination of employment and be settled as soon as administratively feasible (but no later than ten (10) business days thereafter).

8.    Termination.

(a)    Termination for Cause; Voluntary Termination without Good Reason.

(i) Termination for Cause. OUTFRONT may, at its option, terminate Executive’s employment under this Agreement forthwith for Cause and OUTFRONT thereafter shall have no further obligations under this Agreement, including, without limitation, any obligation to pay Executive’s Salary or Bonus or provide benefits except for Accrued Obligations. “Cause” shall mean: (i) material dishonesty; (ii) embezzlement, fraud or other conduct which would constitute a felony or a misdemeanor involving fraud or perjury; (iii) willful unauthorized disclosure of Confidential Information; (iv) Executive’s failure to obey a material lawful directive that is appropriate to Executive’s position from an executive(s) in Executive’s reporting line; (v) Executive’s failure to comply with the written policies of OUTFRONT, including OUTFRONT’s Code of Conduct or successor conduct statement as they apply from time to time; (vi) Executive’s material breach of this Agreement (including any representations herein); (vii) Executive’s failure (except in the event of her Disability) or refusal to substantially perform Executive’s material obligations under this Agreement; (viii) willful failure to cooperate with a bona fide internal investigation or investigation by regulatory or law enforcement authorities or the destruction or failure to preserve documents or other material reasonably likely to be relevant to such an investigation, or the inducement of others to fail to cooperate or to destroy or fail to produce documents or other material; or (ix) conduct which is considered an offense involving moral turpitude under federal, state or local laws, or which might bring Executive to public disrepute, scandal or ridicule or reflect materially and unfavorably upon any of OUTFRONT’s businesses, or to those who conduct business with OUTFRONT, and OUTFRONT’s affiliated entities. OUTFRONT will give Executive written notice prior to terminating Executive’s employment pursuant to (iv), (v), (vi), (vii), (viii) or (ix) of this paragraph 8(a), setting forth the nature of any alleged failure, breach or refusal in reasonable detail and the conduct required to cure if capable of cure. Except for a failure, breach or refusal which, by its nature, cannot reasonably be expected to be cured, Executive shall have ten (10) business days from the giving of such notice within which to cure any failure, breach or refusal under (iii), (iv), (v), (vi), (vii), (viii), or (ix) of this paragraph 8(a); provided, however, that, if OUTFRONT reasonably expects irreparable injury from a delay of ten (10) business days, OUTFRONT may give her notice of such shorter period within which to cure as is reasonable under the circumstances.
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(ii)    Voluntary Termination without Good Reason. Executive may, at her option, resign from her employment under this Agreement at any time without Good Reason (as defined below) by providing OUTFRONT with at least thirty (30) days’ advance written notice, in which case, Executive shall be paid the Accrued Obligations (as defined in paragraph 8(c)), and such resignation shall not be deemed to be a breach of this Agreement.

(b)    Termination Without Cause; Termination for Good Reason. OUTFRONT may terminate Executive’s employment under this Agreement without Cause at any time during the Term by written notice to Executive (“Termination Without Cause”). In addition, Executive may terminate Executive’s employment under this Agreement for Good Reason (“Termination for Good Reason”) at any time during the Term by written notice of termination to OUTFRONT given no more than sixty (60) days after Executive first learns of the event constituting Good Reason. Such notice shall state an effective termination date that is not earlier than thirty (30) days and not later than sixty (60) days after the date it is given to OUTFRONT, provided that OUTFRONT may set an earlier effective date for Executive’s termination at any time after receipt of Executive’s notice. For purposes of this Agreement (and any other agreement that expressly incorporates the definition of Good Reason hereunder), “Good Reason” shall mean the occurrence of any of the following without Executive’s consent (other than in connection with the termination or suspension of Executive’s employment or duties for Cause or in connection with Executive’s physical and mental incapacity): (A) a material reduction in Executive’s Salary or Target Bonus percentage in effect prior to such reduction; (B) a material reduction in Executive’s positions, titles, authorities, duties or responsibilities from those in effect immediately prior to such reduction; (C) the assignment to Executive of duties or responsibilities that are materially inconsistent with Executive’s authorities, duties or responsibilities as they shall exist as of the commencement of the Term or that materially impair Executive’s ability to function as Chief People Officer of OUTFRONT; (D) the material breach by OUTFRONT of any of its obligations under this Agreement or any other agreement between it and Executive; or (E) the relocation of Executive’s primary place of employment by more than a 30 mile radius outside the Borough of Manhattan. OUTFRONT shall have thirty (30) days from the receipt of Executive’s notice within which to cure and in the event of such cure Executive’s notice shall be of no further force or effect. If no cure is effected, Executive’s termination will be effective as of the date specified in Executive’s written notice to OUTFRONT or such earlier effective date set by OUTFRONT following receipt of Executive’s notice.

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(c)    Termination Payments/Benefits. In the event that Executive’s employment terminates under paragraph 8(b) during the Term hereof, subject to paragraph 19, Executive shall thereafter receive, less applicable withholding taxes, (x) any unpaid Salary through and including the date of termination, any unpaid Bonus earned for the calendar year prior to the calendar year in which Executive is terminated, any accrued but unused vacation in accordance with OUTFRONT’s vacation accrual policy, any business expense reimbursements incurred but not yet approved and/or paid and such other amounts as are required to be paid or provided by law (the “Accrued Obligations”), payable within thirty (30) days following Executive’s termination date, and (y) subject to Executive’s compliance with paragraph 8(f) hereunder, the following payments and benefits:

(i)    a severance amount equal to twelve (12) months of Executive’s then current base Salary described in paragraph 3(a), payable in accordance with OUTFRONT’s then effective payroll practices (the “Severance Payment”);

(ii)    a prorated Bonus, determined in accordance with the guidelines of the EBP and payable in accordance with paragraph 3(b)(ii). For purposes of this Agreement, the term “Prorated” shall mean the product of Executive’s Bonus determined for the calendar year of Executive’s termination multiplied by a fraction, the numerator of which shall be the number of days Executive shall have been employed by OUTFRONT in such year and the denominator of which shall be 365 (or 366 if a leap year). If at any time prior to Executive’s date of termination Executive’s Target has been reduced in violation of the terms of this Agreement, then Executive’s Prorated Bonus for the year in which Executive’s employment terminates shall be determined on the basis of the highest Target Bonus during the Term;

(iii)    all outstanding equity awards granted to Executive on or after the Effective Date in connection with Executive’s employment with OUTFRONT, including portions thereof, that would otherwise vest on or before the end of the twelve (12) month period following the date of Executive’s Termination Without Cause or Termination for Good Reason shall accelerate and vest immediately on the date of Executive’s termination of employment and be settled as soon as administratively feasible (but no later than ten (10) business days thereafter); provided, however, that with respect to awards that remain subject to performance-based vesting conditions on Executive’s termination date, such awards shall vest if and to the extent the Compensation Committee of the Board certifies that a level of the performance goal relating to such awards have been met, or, if later, the effective date of the Release, and shall be settled within ten (10) business days thereafter; and

(iv)    to the extent that the Termination Without Cause or Termination for Good Reason is considered a “separation from service” within the meaning of Section 409A, and which results in Executive’s loss of eligibility for medical and/or dental benefits under OUTFRONT’s then effective benefit plans, Executive shall be eligible for continued coverage under the existing plans applicable to Executive and/or continued medical and dental coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act, 29 U.S.C. section 1161 et seq. (“COBRA”) until the earlier of (A) the date that is twelve (12) months from the date of Executive’s termination, or (B) the date on which Executive becomes eligible for medical and dental coverage from a third- party employer. If Executive elects to continue Executive’s coverage under OUTFRONT’s medical and/or dental plans under COBRA, and if Executive signs the release described in paragraph 8(f) hereof, OUTFRONT will provide Executive’s
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coverage at no cost for a time period up to twelve (12) months (assuming Executive does not become covered under another group plan sooner). Any COBRA coverage beyond this time period will be at Executive’s own cost. The amount OUTFRONT will pay for continued medical and/or dental COBRA coverage following Executive’s Termination Without Cause or Termination for Good Reason, if any, will be treated as taxable income and will be reported on a Form W-2, and OUTFRONT may withhold taxes from Executive’s compensation for this purpose. The parties agree that, consistent with the provisions of Section 409A, the following in-kind benefit rules shall also apply: (x) the amount of in-kind benefits paid during a calendar year will not affect the in-kind benefits, if any, provided to Executive in any other calendar year; and (y) Executive’s right to in-kind benefits is not subject to liquidation or exchange for another benefit.

The Severance Payment is in lieu of any other severance or income continuation or protection under any OUTFRONT plan, program or agreement that may now or hereafter exist (unless the terms of such plan, program or agreement expressly state that the payments and benefits payable thereunder are intended to be in addition to the type of payments and benefits described in this paragraph 8(c)).

Each payment under this paragraph 8(c) shall be considered a separate payment and not one of a series of payments for purposes of Section 409A. Any payment under this paragraph 8(c) that is not made during the period following Executive’s Termination Without Cause or Termination for Good Reason because Executive has not executed the release described in paragraph 8(f), shall be paid to Executive in a single lump sum on the first payroll date following the last day of the Release Effective Date (as defined in paragraph 8(f)); provided that Executive executes and does not revoke the release in accordance with the requirements of paragraph 8(f). Notwithstanding the foregoing, in the event that Executive is a “specified employee”(within the meaning of Section 409A and as determined pursuant to procedures adopted by OUTFRONT) and has actually, or is deemed to have, incurred a “separation from service” within the meaning of Section 409A (a “409A Termination”) and if any portion of Executive’s base salary or Pro-Rata Bonus that would be paid to Executive (for Termination Without Cause or Termination for Good Reason) during the six-month period following such 409A Termination constitutes deferred compensation (within the meaning of Section 409A), such portion shall be paid to Executive on the earlier of (A) the first business day of the seventh month following the month in which Executive’s 409A Termination occurs or (B) Executive’s death (the applicable date, the “Permissible Payment Date”) rather than as described in the prior sentence, and remaining payments of base salary and/or Pro-Rata Bonus, if any, shall be paid to Executive or to Executive’s estate, as applicable, by payment of Executive’s base salary on regular payroll dates commencing with the payroll date that follows the Permissible Payment Date and by payment of any Pro-Rata Bonus on the first payroll date that follows the Permissible Payment Date.

(d) Termination of Benefits. Notwithstanding anything in this Agreement to the contrary (except as otherwise provided in paragraph 8(c) with respect to medical and dental benefits), participation in all OUTFRONT benefit plans and programs (including, without limitation, vacation accrual, all retirement and related excess plans and LTD) will terminate upon the termination of Executive’s employment except to the extent otherwise expressly provided in such plans or programs and subject to any vested rights she may have under the terms of such plans or programs. The foregoing shall not apply to the LTIP and, after the termination of Executive’s employment, Executive’s rights under the LTIP shall be governed by the terms of the LTIP award agreements or certificates and the applicable LTIP plan(s) and this Agreement.
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(e)    Resignation from Official Positions. If Executive’s employment with OUTFRONT terminates for any reason, Executive shall be deemed to have resigned at that time from any and all officer or director positions that Executive may have held with OUTFRONT or any of its affiliated companies and all board seats or other positions in other entities Executive held on behalf of OUTFRONT, including any fiduciary positions (including as a trustee) Executive holds with respect to any employee benefit plans or trusts established by OUTFRONT. If, for any reason, this paragraph 8(e) is deemed insufficient to effectuate such resignation, Executive agrees to execute, upon the request of OUTFRONT or any of its affiliated companies, any documents or instruments which OUTFRONT may deem necessary or desirable to effectuate such resignation or resignations and Executive hereby authorizes the Secretary and any Assistant Secretary of OUTFRONT or any of its affiliated companies to execute any such documents or instruments as Executive’s attorney- in-fact.
(f)    Release and Compliance with Paragraph 6.

(i)    Notwithstanding any provision in this Agreement to the contrary, prior to payment by OUTFRONT of any amount or provision of any benefit pursuant to paragraph 8(c), within sixty (60) days following Executive’s termination of employment, (A) Executive shall have executed and delivered to OUTFRONT a general release in a form satisfactory to OUTFRONT and (B) such general release shall have become effective and irrevocable in its entirety (such date, the “Release Effective Date”); provided, however, that if, at the time any cash severance payments are scheduled to be paid to Executive pursuant to paragraph 8(c) Executive has not executed a general release that has become effective and irrevocable in its entirety, then any such cash severance payments shall be held and accumulated without interest, and shall be paid to her on the first regular payroll date following the Release Effective Date. Executive’s failure or refusal to sign and deliver the release or her revocation of an executed and delivered release in accordance with applicable laws, whether intentionally or unintentionally, will result in the forfeiture of the payments and benefits under paragraph 8(c). Notwithstanding the foregoing, if the sixty (60) day period does not begin and end in the same calendar year, then the Release Effective Date shall occur no earlier than January 1st of the calendar year following the calendar year in which her termination occurs.

(ii)    Notwithstanding any provision in this Agreement to the contrary, the payments and benefits described in paragraph 8(c) shall immediately cease, and OUTFRONT shall have no further obligations to Executive with respect thereto, in the event that Executive materially breaches any provision of paragraph 6 hereof, subject to all applicable notice and/or cure periods.

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9. Death. In the event of Executive’s death prior to the end of the Term while actively employed, Executive’s beneficiary or estate shall receive (a) Executive’s Salary up to the date on which the death occurs; (b) reimbursement of expenses, (c) any Bonus earned in the prior year but not yet paid; and (d) bonus compensation for the calendar year in which the death occurs, determined in accordance with the EBP (i.e., based upon OUTFRONT’s achievement of its goals and OUTFRONT’s good faith estimate of Executive’s achievement of Executive’s personal goals) and pro-rated for the portion of the year through the date of death, payable, less applicable deductions and withholding taxes, by February 28th of the following year in accordance with EBP guidelines. In addition, all outstanding equity awards (or portions thereof) granted to Executive in connection with Executive’s employment with OUTFRONT shall accelerate and vest immediately on the date of death and be settled as soon as administratively feasible (but no later than ten (10) business days thereafter). In the event of Executive’s death after the termination of Executive’s employment while Executive is entitled to receive compensation under paragraph 8(c), Executive’s beneficiary or estate shall receive (i) any Salary payable under paragraph 8(c)(i) up to the date on which the death occurs; and (ii) bonus compensation for the calendar year in which the death occurs in an amount equal to Executive’s Target Bonus and pro-rated for the portion of the year through the date of death, payable, less applicable deductions and withholding taxes, in a lump sum no later than February 28th of the following year.

10.    Equal Opportunity Employer; Employee Statement of Business Conduct. Executive acknowledges that OUTFRONT is an equal opportunity employer. Executive represents and warrants that Executive has read and fully understands the OUTFRONT Equal Employment Opportunity (“EEO”) policy and that Executive is in full compliance with the terms of the EEO policy. Executive further represents and warrants that Executive will comply with the EEO policy and with applicable Federal, state and local laws prohibiting discrimination on the basis of race, color, national origin, religion, sex, age, disability, alienage or citizenship status, sexual orientation, veteran’s status, gender identity or gender expression, marital status, height or weight, genetic information or any other characteristic protected by law or OUTFRONT policy during the Term. Executive acknowledges that Executive has been furnished a copy of OUTFRONT’s Code of Conduct (the “Code”). Executive represents and warrants that Executive has read and fully understands all of the requirements thereof, and that Executive is in full compliance with the terms of the Code. Executive further represents and warrants that at all times during the Term hereof, Executive shall perform Executive’s services hereunder in full compliance with the Code and other applicable OUTFRONT policies, as may be amended from time to time, and with any revisions thereof or additions thereto, to the extent such policies, as amended, have been communicated to Executive in writing (for which purpose publication of such policies on OUTFRONT’s intranet is sufficient).

11.    Notices. All notices or other communications hereunder shall be given in writing and shall be deemed given if served personally or mailed by registered or certified mail, return receipt requested, to the parties at their addresses above indicated or any other address designated in writing by either party, with a copy, in the case of OUTFRONT, to the attention of the General Counsel of OUTFRONT. Any notice given by registered mail shall be deemed to have been given three (3) days following such mailing.

12.    Assignment. This is an Agreement for the performance of personal services by Executive and may not be assigned by Executive or OUTFRONT except that OUTFRONT may assign this Agreement to any affiliated company of or any successor in interest to OUTFRONT or any of its affiliates, provided such successor agrees to assume OUTFRONT’s obligations under this Agreement.

13. New York Law, Etc. Executive acknowledges that this Agreement has been executed, in whole or in part, in New York, and Executive’s employment duties are primarily performed in New York. Accordingly, Executive agrees that this Agreement and all matters or issues arising out of or relating to Executive’s employment with OUTFRONT shall be governed by the laws of the State of New York applicable to contracts entered into and performed entirely therein.
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14.    No Implied Contract. Nothing contained in this Agreement shall be construed to impose any obligation on OUTFRONT or Executive to renew this Agreement or any portion thereof. The parties intend to be bound only upon execution of a written agreement and no negotiation, exchange of drafts, or partial performance shall be deemed to imply an agreement. Neither the continuation of employment nor any other conduct shall be deemed to imply a continuing agreement upon the expiration of the Term.

15.    Entire Understanding. This Agreement contains the entire understanding of the parties hereto relating to the subject matter contained in this Agreement and can be changed only by a writing signed by both parties.

16.    Void Provisions. If any provision of this Agreement, as applied to either party or to any circumstances, shall be found by a court of competent jurisdiction to be unenforceable but would be enforceable if some part were deleted or the period or area of application were reduced, then such provision shall apply with the modification necessary to make it enforceable, and shall in no way affect any other provision of this Agreement or the validity or enforceability of this Agreement.

17.    Supersedes Prior Agreements. With respect to the period covered by the Term, this Agreement supersedes and cancels all prior agreements and arrangements relating to Executive’s employment by OUTFRONT, a predecessor or any of its affiliated companies, whether formal or informal, written or oral.

18.    Deductions and Withholdings, Payment of Deferred Compensation – Section 409A.

(a)    The parties hereto intend that all payments and benefits to be made or provided to Executive hereunder either will be exempt from, or will be paid or provided in compliance with, all applicable requirements of Section 409A, and the provisions of this Agreement shall be construed and administered in accordance with such intent. In furtherance of such intent, the following provisions shall apply notwithstanding any other provisions in this Agreement to the contrary.

(b)    All payments to be made to Executive hereunder, to the extent they are subject to the requirements of Section 409A (after taking into account all exclusions applicable to such payments thereunder), shall be made no later, and shall not be made any earlier, than at the time or times specified herein for such payments to be made, except as otherwise permitted or required under Section 409A.

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(c)    The date of Executive’s “separation from service”, as defined in Section 409A, shall be treated as the Executive’s date of termination for purposes of determining the time of payment of any amount that is subject to Section 409A (after taking into account all exclusions applicable to such payments thereunder) that becomes payable to the Executive hereunder upon Executive’s termination of employment.
(d)    To the extent any payment otherwise required to be made to Executive hereunder on account of Executive’s separation from service is properly treated as subject to Section 409A (after taking into account all exclusions applicable to such payment thereunder), and Executive is a “specified employee” under Section 409A at the time of Executive’s separation from service, then such payment shall not be made until the first business day after the earlier of (i) the expiration of six (6) months from the date of Executive’s separation from service, or (ii) the date of Executive’s death (such first business day, the “Delayed Payment Date”). On the Delayed Payment Date, there shall be paid to Executive or, if Executive has died, to Executive’s estate, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence.
(e)    In the case of any amounts payable hereunder to Executive in the form of a series of installment payments, each such installment payment shall be treated as a separate payment for purposes of Section 409A.
(f)    To the extent that the reimbursement of any expenses eligible for reimbursement or the provision of any in-kind benefits hereunder is subject to Section 409A (after taking into account all exclusions applicable thereunder to such reimbursements and benefits): (i) reimbursement of any such expense shall be made no later than December 31st of the year following the year in which Executive incur such expense; (ii) the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided, during any calendar year shall not affect the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided in any other calendar year: and (iii) Executive’s right to receive such reimbursements or in-kind benefits shall not be subject to liquidation or exchange for any other benefit. In addition, if any reimbursements would constitute deferred compensation for purposes of Section 409A, the amount to be reimbursed will be limited to Executive’s lifetime and the lifetime of Executive’s eligible dependents and the amount eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year.
(g)    In no event whatsoever (including, but not limited to, as a result of this paragraph 18 or otherwise) shall OUTFRONT or any of its Subsidiaries or affiliates be liable for any tax, interest or penalties that may be imposed on Executive under Section 409A. Neither OUTFRONT nor any of its affiliates has any obligation to indemnify or otherwise hold Executive harmless from any or all such taxes, interest or penalties, or liability for any damages related thereto. Executive acknowledges that Executive has been advised to obtain independent legal, tax or other counsel in connection with Section 409A.

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19. Arbitration. If any disagreement or dispute whatsoever shall arise between the parties concerning, arising out of or relating to this Agreement (including the documents referenced herein) or Executive’s employment with OUTFRONT, the parties hereto agree that such disagreement or dispute shall be submitted to binding arbitration before the American Arbitration Association (the “AAA”), and that a neutral arbitrator will be selected in a manner consistent with its Employment Arbitration Rules and Mediation Procedures (the “Rules”). Such arbitration shall be confidential and private and conducted in accordance with the Rules. Any such arbitration proceeding shall take place in New York City before a single arbitrator (rather than a panel of arbitrators). The parties agree that the arbitrator shall have no authority to award any punitive or exemplary damages and waive, to the full extent permitted by law, any right to recover such damages in such arbitration. Each party shall bear its respective costs (including attorneys’ fees, and there shall be no award of attorneys’ fees). Judgment upon the final award rendered by such arbitrator, after giving effect to the AAA internal appeals process, may be entered in any court having jurisdiction thereof. Notwithstanding anything herein to the contrary, OUTFRONT shall be entitled to seek injunctive, provisional and equitable relief in a court proceeding as a result of Executive’s alleged violation of the terms of paragraph 6, and Executive hereby consents and agrees to exclusive personal jurisdiction in any state or federal court located in the City of New York, Borough of Manhattan.

20.    Counterparts. This Agreement may be executed in one or more counterparts, including by facsimile, and all of the counterparts shall constitute one fully executed agreement. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.

21.    Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of OUTFRONT and Executive, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

22.    Counsel Fees. Upon presentation of appropriate documentation, the Company shall pay Executive’s reasonable counsel fees incurred in connection with the negotiation and documentation of this Agreement, and matters related hereto up to the amount of $3,000.

IN WITNESS WHEREOF, the parties have executed this Agreement as of August 31, 2025.

OUTFRONT Media Inc.

By: /s/ Nick Brien
Nicolas Brien
Chief Executive Officer


EXECUTIVE
By: /s/ Laurie Rosenfield
Dated: 8/31/25

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EXHIBIT A FORM OF RELEASE

WHEREAS, Laurie Rosenfield (hereinafter referred to as “Executive”) is employed by OUTFRONT Media Inc., a Maryland corporation (hereinafter referred to as “Employer”), and is a party to an employment agreement dated as of August 31, 2025 (the “Agreement”) which provides for Executive’s employment with Employer on the terms and conditions specified therein; and

WHEREAS, pursuant to paragraph 8(f) of the Agreement, Executive has agreed to execute a Release of the type and nature set forth herein as a condition to her entitlement to certain payments and benefits upon her termination of employment with Employer; and

NOW, THEREFORE, in consideration of the premises and promises herein contained and for other good and valuable consideration received or to be received by Executive in accordance with the terms of the Agreement, it is agreed as follows:

1.    Release.

(a) Executive acknowledges, understands and agrees that (i) she has no knowledge (actual or otherwise) of any complaint, claim or action that she may have against Employer and its respective owners, stockholders, predecessors, successors, assigns, directors, officers, employees, divisions, subsidiaries, affiliates (and directors, officers and employees of such companies, divisions, subsidiaries and affiliates) and all persons acting by, through, under or in concert with any of them (collectively, the “Releasees”), or any of them; (ii) Executive hereby irrevocably and unconditionally waives, releases, settles (gives up), acquits and forever discharges the Releasees from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, including, but not limited to, any claims for salary, salary increases, alleged promotions, expanded job responsibilities, constructive discharge, misrepresentation, bonuses, equity awards of any kind, severance payments, unvested retirement benefits, vacation entitlements, benefits, moving expenses, business expenses, attorneys fees, any claims which she may have under any contract or policy (whether such contract or policy is written or oral, express or implied), rights arising out of alleged violations of any covenant of good faith and fair dealing (express or implied), any tort, any legal restrictions on Employer’s right to terminate employees, and any claims which she may have based upon any Federal, state or other governmental statute, regulation or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Federal Age Discrimination In Employment Act of 1967, as amended (“ADEA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the American with Disabilities Act, as amended (“ADA”), the Civil Rights Act of 1991, as amended, the Rehabilitation Act of 1973, as amended, the Older Workers Benefit Protection Act, as amended (“OWBPA”), the Worker Adjustment Retraining and Notification Act, as amended (“WARN”), the Occupational Safety and Health Act of 1970 (“OSHA”), the Family and Medical Leave Act of 1993, as amended (“FMLA”), the Genetic Information Nondiscrimination Act of 2008, the Lilly Ledbetter Fair Pay Act of 2009, the New York State Human Rights Law, the New York City Human Rights Law, the New York Labor Law (including, but not limited to, New York Labor Law §§ 740 et seq.), the New York Wage Theft Prevention Act, the New York Equal Pay Law, as amended, the New York Civil Rights Law, as amended, the New York Rights of Persons With Disabilities Law, as amended, and the New York Equal Rights Law, as amended, the Sarbanes-Oxley Act of 2002, as amended (“SOX”), and Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), that Executive now has, or has ever had, or ever shall have, against each or any of the Releasees, by reason of any and all acts, omissions, events, circumstances or facts existing or occurring up through the date of Executive’s execution hereof that directly or indirectly arise out of, relate to, or are connected with, Executive’s services to, or employment by Employer (any of the foregoing being a “Claim” or, collectively, the “Claims”); and (iii) Executive will not now, or in the future, accept any recovery (including monetary damages or any form of personal relief, except with respect to any monetary recovery under the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Sarbanes-Oxley Act or under any other law or where a jurisdiction prohibits a waiver of individual relief), in any forum, nor will she pursue or institute any Claim against any of the Releasees.
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(b)    Notwithstanding the foregoing, Executive has not waived and/or relinquished any rights she may have to file any Claim that cannot be waived and/or relinquished pursuant to applicable laws, including the right to file a charge or participate in any investigation with the Equal Employment Opportunity Commission or any other governmental or administrative agency that is responsible for enforcing a law on behalf of the government. Executive also acknowledges and understands that because Executive is waiving and releasing all Claims for monetary damages and any other form of personal relief per paragraph 1(a), Executive may only seek and receive non-personal forms of relief through any such Claim. Moreover, this General Release shall not apply to (i) any of the obligations of Employer or any other Releasee under the Agreement, or under any benefit plans, contracts, documents or programs described or referenced in the Agreement, (ii) any rights Executive may have to obtain contribution or indemnity against Employer or any other Releasee pursuant to contract Employer’s certificate of incorporation and by-laws or otherwise, and (iii) any Claim for reimbursement of ordinary and necessary business expenses incurred by the Executive during the course of the Executive’s employment.

2.    Executive understands that she has been given a period of twenty-one (21) days to review and consider this Release before signing it pursuant to the Age Discrimination in Employment Act of 1967, as amended. Executive further understands that she may use as much of this 21- day period as Executive wishes prior to signing.

3.    Executive acknowledges and represents that she understands that she may revoke the Release set forth in paragraph 1(a), including, the waiver of her rights under the Age Discrimination in Employment Act of 1967, as amended, effectuated in this Release, within seven (7) days of signing this Release. Revocation can be made by delivering a written notice of revocation to the General Counsel of Employer, 405 Lexington Avenue, New York, New York 10174. For this revocation to be effective, written notice must be received by the General Counsel no later than the close of business on the seventh day after Executive signs this Release. If Executive revokes the Release set forth in paragraph 1(a), Employer shall have no obligations to Executive for the payments and benefits set forth under paragraph 8(c) of the Agreement.
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4.    Executive represents and acknowledges that in executing this Release she is not relying upon, and has not relied upon, any representation or statement not set forth herein made by any of the agents, representatives or attorneys of the Releasees with regard to the subject matter, basis or effect of this Release or otherwise.

5.    This Release shall not in any way be construed as an admission by any of the Releasees that any Releasee has acted wrongfully or that Executive has any rights whatsoever against any of the Releasees except as specifically set forth herein, and each of the Releasees specifically disclaims any liability to any party for any wrongful acts.

6.    It is the desire and intent of the parties hereto that the provisions of this Release be enforced to the fullest extent permissible under law. Should there be any conflict between any provision hereof and any present or future law, such law shall prevail, but the provisions affected thereby shall be curtailed and limited only to the extent necessary to bring them within the requirements of law, and the remaining provisions of this Release shall remain in full force and effect and be fully valid and enforceable.

7.    Executive represents and agrees (a) that Executive has, to the extent she desires, discussed all aspects of this Release with her attorney, (b) that Executive has carefully read and fully understands all of the provisions of this Release, and (c) that Executive is voluntarily executing this Release.

8.    This Release shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflicts of laws principles thereof or to those of any other jurisdiction which, in either case, could cause the application of the laws of any jurisdiction other than the State of New York. This Release is binding on the successors and assigns of Executive.

PLEASE READ CAREFULLY. THIS RELEASE INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

This Release is executed as of the    day of    , 20 .


LAURIE ROSENFIELD
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EX-10.5 4 formofoutstockbasedprsuawa.htm EX-10.5 Document
Exhibit 10.5
OUTFRONT Media Inc.
Restricted Share Units Certificate
(Stock Price Performance-Based with Time-Vesting)
Granted under the OUTFRONT Media Inc. Omnibus Stock Incentive
Plan
(as amended and restated as of June 6, 2023)
GRANT DATE:
This certifies that OUTFRONT Media Inc., a Maryland corporation (the “Company”), has granted to the employee (the “Participant”) on the date indicated above (the “Grant Date”), the number of OUT-Performance PSU Award corresponding to the Company’s Common Stock (the “Target Award”) under the OUTFRONT Media Inc. Omnibus Stock Incentive Plan, as amended from time to time, specified in, and with terms and conditions further described in, the Terms and Conditions attached hereto.

image_0.jpg

Richard Sauer
EVP, General Counsel

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OUTFRONT Media Inc.
Terms and Conditions to the Restricted Share Units Certificate
(Stock Price Performance-Based with Time-Vesting)
Granted under the OUTFRONT Media Inc. Omnibus Stock Incentive Plan
(as amended and restated as of June 6, 2023)
ARTICLE I
TERMS OF OUT-PERFORMANCE PSUs
Section 1.1    Grant of Performance Share Units. OUTFRONT Media Inc., a Maryland corporation (the “Company”), hereby grants to the employee (the “Participant”) an award of performance share units (the “PSUs”) under the OUTFRONT Media Inc. Omnibus Stock Incentive Plan (as amended and restated as of June 6, 2023, and as thereafter amended, the “Plan”), subject to (a) the OUT-Performance Award Certificate attached hereto (the “Certificate”), (b) these Terms and Conditions, and (c) the Plan (collectively, the “Award Documents”). Capitalized terms not defined herein have the meanings set forth in the Certificate or the Plan.
Section 1.2    Terms of the PSUs.
(a)    Target PSUs; Determination Method. The PSUs are granted with a target grant value of $________ (the “Target Award Value” and such number of PSUs equaling the Target Award Value, the “Target PSUs”). The number of Target PSUs will be determined on the Grant Date by dividing (i) the Target Award Value by (ii) the per-share fair value of the OUT-Performance PSU Award as of such date, valued in accordance with applicable accounting standards (e.g., a Monte Carlo simulation model) used by the Company for financial reporting, and rounded up to the nearest whole PSU.
(b)    Performance Period. The performance measurement period is three (3) years, beginning on the Grant Date and ending on the third (3rd) anniversary thereof (the “Performance Period”).
(c)    Performance Measurement; Payout Curve; Cap. Following completion of the Performance Period, the number of PSUs that the Participant will be deemed to earn (0%–200% of Target PSUs) will be determined based on the “Average Trading Price” (the average closing price over the 90 trading days ending on and including the final trading day of the Performance Period), as follows:
•Below $30.00 → 0% of Target PSUs (forfeiture)
•Exactly $30.00 → 100% of Target PSUs
•$50.00 or higher → 200% of Target PSUs
•Between $30.00 and $50.00 → linear interpolation between 100% and 200% of Target PSUs
In no event shall earned PSUs exceed 200% of Target PSUs.
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(d) Vesting. Except as otherwise provided in these Terms and Conditions, vesting occurs on the 3rd anniversary of the Grant Date (the “Vesting Date”), subject to (i) continuous employment through the Vesting Date, and (ii) the Compensation Committee of the Board of Directors of the Company (the “Committee”) certifying the Average Trading Price and the number of PSUs earned. Subject to Sections 1.2(h) and 1.3 below, as applicable, in the event of the Participant’s termination of employment for any reason, any unvested PSUs shall be forfeited to the Company. Notwithstanding anything to the contrary in Section 1.2(h) or Section 1.3, as applicable, unless the Committee determines that the Average Trading Price is at least $30.00, the number of Target PSUs granted pursuant to Section 1.2(a) will not vest and will be immediately cancelled in their entirety and the Participant’s rights with respect to such PSUs will cease.
(e)    Dividend Equivalents. Dividend Equivalents accrue on outstanding PSUs until settlement and are subject to the same vesting and forfeiture conditions as the underlying PSUs. Accrued Dividend Equivalents will be settled in cash, or, in the discretion of the Committee, in shares of Common Stock or other securities of the Company designated by the Committee or in a combination of cash, shares of Common Stock or such other securities based pro-rata on the number of PSUs that vest and settle. The Company shall maintain a bookkeeping record that credits the dollar amount of the Dividend Equivalents to the Participant’s account on the date that it pays dividends on shares of Common Stock; provided, however, that if the Vesting Date occurs after the record date but prior to the payment date, the bookkeeping record that credits the dollar amount of the Dividend Equivalents to the Participant’s account shall be recorded on the Vesting Date. At the time when the PSUs underlying Dividend Equivalents vest, accrued Dividend Equivalents that have been credited to the Participant’s account with respect to such corresponding PSUs shall be settled (reduced by amounts necessary to satisfy Tax-Related Items). Dividend Equivalents shall be accrued and paid with respect to the actual number of PSUs determined in accordance with Section 1.2(c) or Section 1.3, as applicable. Any fractional shares shall be paid in cash (reduced by amounts necessary to satisfy Tax-Related Items). Accrued Dividend Equivalents that have been credited to the Participant’s account will not be paid with respect to any PSUs that do not vest and are cancelled. Dividend Equivalents will not be credited with any interest or other return between the date they accrue and the date they are paid to the Participant.
(f) Settlement. Vested PSUs will be settled within sixty (60) days after the date the PSUs become vested, reduced by amounts necessary to satisfy Tax-Related Items. The Company will settle vested PSUs in shares of Common Stock, which may be evidenced in such manner as the Committee in its discretion shall deem appropriate, including, without limitation, book-entry registration; provided, however, that such shares shall bear such legends as the Committee, in its discretion, may determine to be necessary or advisable. (The Company currently does not issue share certificates for the Common Stock.) Notwithstanding the foregoing, if the PSUs constitute deferred compensation under Section 409A of the Code and if the event that causes the PSUs to vest is a Change in Control that does not constitute a “change in control event” for purposes of Section 409A of the Code, payment will be made on the next date or event under the Certificate that constitutes a permissible payment date or event under Section 409A of the Code. The Company will settle vested PSUs by delivering the corresponding number of shares of Common Stock (less any shares withheld to satisfy Tax-Related Items) to the Participant’s equity compensation account maintained with Fidelity (or its successor as service provider to the Company’s equity compensation plans). Following settlement, the Participant may direct Fidelity (or its successor) to sell some or all of such shares, may leave such shares in such equity compensation account or may transfer them to an account that the Participant maintains with a bank or broker by following the instructions made available to the Participant by the Company.
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(g)    Post-Vesting Holding Period. Except for shares withheld or sold to satisfy tax obligations, shares delivered upon settlement are subject to a one (1)-year post-vesting holding period following the Vesting Date (the “1-Year Post-Vesting Holding Period”). This holding requirement does not apply to shares delivered upon a Qualifying Separation or upon a Change in Control that triggers immediate vesting under Section 1.3(b).
(h)    Termination of Employment.
(i)    Qualifying Separation. If, prior to the end of the Performance Period, the Participant experiences a “Qualifying Separation” (defined as (A) termination by the Company without “Cause” as described in the Participant’s employment agreement then in place, (B) resignation for “Good Reason” as defined in the Participant’s employment agreement then in place, (C) termination due to Participant’s Disability as defined in the Participant’s employment agreement then in place, or (D) death) then, subject to execution and non-revocation of an effective Release (as defined in the Participant’s employment agreement then in place), the number of PSUs in which Participant will vest on the Separation Date (as defined in the Participant’s employment agreement then in place) in a pro-rated number of PSUs (based on days employed during the Performance Period over total days in the Performance Period) determined using the Average Trading Price measured over the 90 trading days ending on the last trading day of employment and applying the thresholds in Section 1.2(c). The 1-Year Post-Vesting Holding Period does not apply to such vested PSUs. Settlement will occur within sixty (60) days following the Separation Date.
(ii)    Other Separations. If the Participant’s employment terminates for any reason other than a Qualifying Separation before the end of the Performance Period, the entire OUT-Performance PSU Award is forfeited.
Section 1.3    Change in Control
(a)    Awards Assumed by Acquirer (Pre-Vesting). If a Change in Control (as defined in the Plan) occurs before completion of the Performance Period and the OUT-Performance PSU Award is Assumed (as defined below) by the acquirer, the number of PSUs deemed earned is determined based on the Per Share Sale Price paid by the acquirer, applying the thresholds in Section 1.2(c). Such PSUs will vest on the 3rd anniversary of the Grant Date, subject to continued employment, and settle as provided in Section 1.2(f). If the Participant experiences a Qualifying Separation between the Change in Control and the 3rd anniversary of the Grant Date, the PSUs will vest on the separation date and settlement will occur pursuant to Section 1.2(h). An award of PSUs shall be considered “Assumed” in connection with a Change in Control if each of the following conditions is met:
(i)    the award of PSUs is converted into a replacement award that preserves the value of such award at the time of the Change in Control;

(ii) the replacement award contains provisions for scheduled vesting and treatment on termination of employment (including the definitions of Termination for “Cause” and “Good Reason”) that are no less favorable to the Participant than as set forth in this Certificate, and all other terms of the replacement award (other than the security and number of shares represented by the replacement awards) are substantially similar to, or more favorable to the Participant than, those set forth in this Certificate; and
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(iii)    the security represented by the replacement award, if any, is of a class that is publicly held and widely traded on an established stock exchange.
(b)    Awards Not Assumed by Acquirer. If a Change in Control occurs before completion of the Performance Period and the OUT-Performance PSU Award is not Assumed, the number of PSUs deemed earned is determined using the Per Share Sale Price and applying the thresholds in Section 1.2(c), such PSUs vest immediately as of the Change in Control date, are not subject to the 1-Year Post-Vesting Holding Period, and settlement will occur pursuant to Section 1.2(f).
ARTICLE II
EFFECT OF CERTAIN CORPORATE CHANGES
Section 2.1    Adjustments. The PSUs are subject to the adjustment provisions in Article VIII of the Plan, including adjustments for stock splits, recapitalizations, and other extraordinary events.
Section 2.2    Committee Discretion to Adjust. The Committee may adjust or modify the calculation of performance measures as it deems appropriate in accordance with Section 6.5 of the Plan. Adjustments made by the Committee shall be conclusive and binding on all persons for all purposes.
ARTICLE III
MISCELLANEOUS
Section 3.1     No Rights to Grants or Continued Employment. Neither the Terms and Conditions nor any action taken in accordance with such documents shall confer upon the Participant any right to be employed by or to continue in the employment of the Company or any Subsidiary, or to receive any future awards under the Plan or any other plan of the Company or any Subsidiary or interfere with or limit the right of the Company or any Subsidiary to modify the terms of or terminate the Participant’s employment at any time for any reason.
Section 3.2     Taxes. The Company or a Subsidiary, as appropriate, shall be entitled to withhold from any PSUs that vest and from any payment (including payment of accrued dividends) made with respect to the PSUs or otherwise under the Plan to the Participant or the Participant’s estate or any permitted transferee, an amount sufficient to satisfy any Tax-Related Items. Unless otherwise determined by the Committee (or a subcommittee thereof), in its sole discretion, the Company shall, in order to satisfy such Tax-Related Items, (a) in connection with the vesting of any PSUs, retain a portion of the shares of Common Stock that would otherwise be paid, and (b) in connection with the payment of any accrued Dividend Equivalents, retain a portion of the cash or shares of Common Stock that would otherwise be paid. As a condition to receiving this grant of PSUs, the Participant has agreed to the foregoing actions to satisfy such Tax-Related Items.
5


Section 3.3     Stockholder Rights; Unsecured Creditor Status. The grant of PSUs shall not entitle the Participant, the Participant’s estate, or any permitted transferee or beneficiary to any rights of a holder of shares of Common Stock, prior to the time that the Participant, the Participant’s estate, or any permitted transferee or beneficiary is registered on the books and records of the Company as a stockholder with respect to the shares of Common Stock underlying the PSUs (or, where the shares are permitted to be held in “street” name by a broker designated by the Participant, the Participant’s estate, or any permitted transferee or beneficiary, until such broker has been so registered). Except as set forth above under Section 1.2(e) and unless otherwise determined by the Committee in its discretion, no adjustment shall be made for dividends or distributions or other rights in respect of any shares of Common Stock for which the record date is prior to the date on which the Participant, the Participant’s estate, or any permitted transferee or beneficiary (or broker for any of the following, if applicable) shall become the registered or beneficial holder of such shares of Common Stock. PSUs constitute unsecured and unfunded obligations of the Company. As a holder of PSUs, the Participant shall have only the rights of a general unsecured creditor of the Company.
Section 3.4     No Restriction on Right of Company to Effect Corporate Changes. The Terms and Conditions shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.
Section 3.5     Section 409A. The intent of the Company is that payments and distributions under these Terms and Conditions comply with Section 409A and, accordingly, to the maximum extent permitted, these Terms and Conditions shall be interpreted to be in compliance therewith. Notwithstanding anything herein to the contrary, if the Participant is deemed on the date of his or her “separation from service” (as determined by the Company pursuant to Section 409A) to be one of the Company’s “specified employees” (as determined by the Company pursuant to Section 409A), then any portion of any of the Participant’s PSUs that constitutes deferred compensation within the meaning of Section 409A and is payable or distributable upon the Participant’s separation from service shall not be made or provided prior to the earlier of (a) the six-month anniversary of the date of the Participant’s separation from service or (b) the date of Participant’s death (the “Delay Period”). All payments and distributions delayed pursuant to this Section 3.5 shall be paid or distributed to the Participant within thirty (30) days following the end of the Delay Period, subject to the satisfaction of Tax-Related Items, and any remaining payments and distributions due thereafter under these Terms and Conditions shall be paid or distributed in accordance with the dates specified for them herein. In no event shall the Company or any of its Subsidiaries be liable for any tax, interest or penalties that may be imposed on the Participant with respect to Section 409A.
6


Section 3.6     Interpretation. In the event of any conflict between the provisions of the Certificate (including the definitions set forth herein) and those of the Plan, the provisions of the Plan will control.
Section 3.7     Breach of Covenants. In the event that (a) the Participant is party to an employment agreement or other agreement with the Company or one of its Subsidiaries containing restrictive covenants relating to non-competition, non-solicitation of employees, customers and/or suppliers, confidential information or proprietary property, and (b) the Committee makes a good faith determination at any time that the Participant has committed a material breach of any of such restrictive covenants during the one year period after termination of the Participant’s employment with the Company or a Subsidiary (regardless of the circumstances of the Participant’s termination of employment), then (i) the Participant will be required to return to the Company all shares of Common Stock received by him or her as a result of the vesting of the PSUs during the one year period prior to such breach and any cash payment of related accrued Dividend Equivalents; provided, however, to the extent that any such shares of Common Stock were sold by the Participant, the Participant shall remit to the Company any proceeds realized on the sale of such shares of Common Stock, whether such sale occurred during the one year period prior to such breach or any time after such breach occurs, and (ii) notwithstanding any provision of the Certificate or any other agreement between the Company and the Participant, including any agreement referenced in Section 1.2(h) hereof, under no circumstances will any unvested PSUs vest following the Committee’s determination that the Participant has committed a material breach.
Section 3.8     Entire Agreement. Except to the extent provided in an employment agreement which is approved by the Committee or which is executed by an elected officer of the Company, at the level of the Company’s Executive Vice President, Chief People Officer or above, the Terms and Conditions constitute the entire understanding and agreement between the Company and the Participant with respect to the subject matter hereof and supersede all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the Company and the Participant with respect hereto. The express terms of the Terms and Conditions control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof.
Section 3.9     Governmental Regulations. The PSUs shall be subject to all applicable rules and regulations of governmental or other authorities.
Section 3.10     Headings. The headings of articles and sections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of the Terms and Conditions.
Section 3.11     Electronic Delivery. The Company may, in its sole discretion, deliver any documents, including, without limitation, the Terms and Conditions, related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
7


Section 3.12     Severability. The provisions of the Certificate are severable, and, if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions nevertheless shall be binding and enforceable.
Section 3.13     Governing Law. The Terms and Conditions and all rights hereunder shall be construed in accordance with and governed by the laws of the State of Maryland. For purposes of litigating any dispute that arises under this PSU grant or these Terms and Conditions, the parties hereby submit and consent to the jurisdiction of the State of New York, agree that such litigation shall be conducted in the courts of New York, New York, or the federal courts for the United States for the Southern District of New York, where this grant is made and/or to be performed.
*****************
The Participant will be deemed to have agreed to these Terms and Conditions, unless he or she provides the Company with a written notice of rejection within thirty (30) days of receipt of these Terms and Conditions. Any such notice may be addressed to the Company at the following email address: stockadministrator@outfront.com.
8
EX-31.1 5 a311section302sept302025.htm EX-31.1 Document
Exhibit 31.1
CERTIFICATION
I, Nicolas Brien, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of OUTFRONT Media Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.     The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 7, 2025
By:
 /s/ Nicolas Brien
Name:
Nicolas Brien
Title:
Chief Executive Officer



EX-31.2 6 a312section302sept302025.htm EX-31.2 Document
Exhibit 31.2
CERTIFICATION
I, Matthew Siegel, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of OUTFRONT Media Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.     The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 7, 2025
By:
 /s/ Matthew Siegel
Name:
Matthew Siegel
Title:
Executive Vice President and
Chief Financial Officer



EX-32.1 7 a321section906sept302025.htm EX-32.1 Document
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES OXLEY ACT OF 2002

In connection with the Quarterly Report of OUTFRONT Media Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Nicolas Brien, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 7, 2025
By:
 /s/ Nicolas Brien
Name:
Nicolas Brien
Title:
Chief Executive Officer





EX-32.2 8 a322section906ssept302025.htm EX-32.2 Document
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES OXLEY ACT OF 2002

In connection with the Quarterly Report of OUTFRONT Media Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matthew Siegel, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 7, 2025
By:
 /s/ Matthew Siegel
Name:
Matthew Siegel
Title:
Executive Vice President and
Chief Financial Officer