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OUTFRONT Media Inc

For the period ended Dec 31, 2024. Filed Feb 28, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Feb 28, 2025

OUT$31.26+1.5%Stored close · as of Nov 9, 2026

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Cautionary Statement Regarding Forward-Looking Statements

Except as otherwise indicated or unless the context otherwise requires, all references in this Annual Report on Form 10-K 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 “25 largest markets in the U.S.,” “approximately 120 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.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

Declines in advertising and general economic conditions;

The severity and duration of pandemics, and the impact on our business, financial condition and results of operations;

Competition;

Government regulation;

Our ability to operate our digital display platform;

Losses and costs resulting from recalls and product liability, warranty and intellectual property claims;

Our ability to obtain and renew key municipal contracts on favorable terms;

Taxes, fees and registration requirements;

Decreased government compensation for the removal of lawful billboards;

Content-based restrictions on outdoor advertising;

Seasonal variations;

Acquisitions and other strategic transactions that we may pursue could have a negative effect on our results of operations;

Dependence on our management team and other key employees;

Experiencing a cybersecurity incident;

Changes in regulations and consumer concerns regarding privacy, information security and data, or any failure or perceived failure to comply with these regulations or our internal policies;

Asset impairment charges for our long-lived assets and goodwill;

Environmental, health and safety laws and regulations;

Expectations relating to environmental, social and governance considerations;

Our substantial indebtedness;

Restrictions in the agreements governing our indebtedness;

Incurrence of additional debt;

Interest rate risk exposure from our variable-rate indebtedness;

Our ability to generate cash to service our indebtedness;

Cash available for distributions;

Hedging transactions;

The ability of our board of directors to cause us to issue additional shares of stock without common stockholder approval;

Certain provisions of Maryland law may limit the ability of a third party to acquire control of us;

Our failure to remain qualified to be taxed as a real estate investment trust (“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 taxable REIT subsidiary (“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 (the “IRS”) may deem the gains from sales of our outdoor advertising assets to be subject to a 100% prohibited transaction tax; and

Establishing operating partnerships as part of our REIT structure.

While forward-looking statements reflect our good-faith beliefs, they are not guarantees of future performance. All forward-looking statements in this Annual Report on Form 10-K 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 “Item 1A. Risk Factors” in this Annual Report on Form 10-K. 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.

PART I

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