[8-K] LAMAR ADVERTISING CO/NEW Reports Material Event

Rhea-AI Filing Summary

Lamar Advertising Company filed an 8-K disclosing an indenture dated September 25, 2025, for notes issued by Lamar Media and guaranteed by certain guarantors, with U.S. Bank Trust Company, N.A., as trustee. The filing describes redemption features that allow Lamar Media to redeem up to 40% of the notes prior to November 1, 2028, at 105.375% of principal using net proceeds of qualifying public equity offerings, provided at least 60% of original notes remain outstanding and redemption occurs within 120 days of the offering.

Prior to November 1, 2028, Lamar Media may also redeem notes at 100% of principal plus accrued interest and a make-whole premium. On or after November 1, 2028, cash redemptions may occur at specified prices. The indenture also requires Lamar Media to offer to purchase notes at 101% of principal plus accrued interest if a change of control occurs and a rating reduction follows. The filing includes signatures dated October 1, 2025.

Positive

• Issuer flexibility to redeem up to 40% of notes using equity proceeds at 105.375%, enabling potential deleveraging
• Make-whole redemption option protects noteholders if early redemption occurs prior to November 1, 2028
• Change-of-control purchase at 101% plus accrued interest offers holder protection if ratings are reduced

Negative

• Partial forced repurchase may be triggered by a change of control combined with a ratings downgrade, creating liquidity risk for the issuer
• Redemption caps (40%) limit the issuer's ability to fully refinance the notes with equity proceeds before November 1, 2028

Insights

Debt Capital Markets Specialist

TL;DR: Redemption mechanics provide issuer flexibility but preserve protections for holders via make-whole and change-of-control purchase provisions.

The indenture gives Lamar Media structured optionality to reduce debt early using equity proceeds, capped at 40% before November 1, 2028, at a specified premium of 105.375%. The alternative early redemptions at par plus a make-whole preserve market-value protection for holders if rates fall. The change-of-control provision requiring an offer at 101% if ratings fall is standard holder protection. Overall, terms balance issuer refinancing flexibility with customary investor safeguards; impact on capital structure depends on whether Lamar pursues equity raises within the 120-day window.

Corporate Governance Expert

TL;DR: The filing is routine disclosure of debt terms and formalizes trustee and guarantor arrangements without governance surprises.

The document records an indenture and related note/guarantee form, names the trustee, and sets contractual redemption and repurchase triggers. Inclusion of explicit timelines (e.g., redemption window tied to equity offerings) and make-whole/change-of-control language reflects negotiated creditor protections. There are no officer departures or governance amendments disclosed. This is a material financing disclosure for holders but does not indicate changes to board, senior management, or governance policies.

falsefalseLAMAR MEDIA CORP/DELAMAR ADVERTISING CO/NEW00010904250000899045 0000899045 2025-09-25 2025-09-25 0000899045 lamr:LamarAdvertisingCompanyMember 2025-09-25 2025-09-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 25, 2025

LAMAR ADVERTISING COMPANY

LAMAR MEDIA CORP.

(Exact name of registrants as specified in its charter)

Delaware		1-36756		47-0961620
Delaware		1-12407		72-1205791
(States or other jurisdictions of incorporation)		(Commission File Numbers)		(IRS Employer Identification Nos.)

5321 Corporate Boulevard, Baton Rouge, Louisiana 70808

(Address of principal executive offices and zip code)

(225) 926-1000

(Registrants’ telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Lamar Advertising Company securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, $0.001 par value		LAMR		The NASDAQ Stock Market, LLC

Lamar Media Corp. securities registered pursuant to Section 12(b) of the Act: none

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Lamar Advertising Company		Emerging growth company ☐
Lamar Media Corp.		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.

Lamar Advertising Company		☐
Lamar Media Corp.		☐

Item 1.01. Entry into a Material Definitive Agreement.

Private Placement of New Senior Notes

On September 25, 2025, Lamar Advertising Company (the “Company”) completed an institutional private placement of $400.0 million in aggregate principal amount of 5.375% Senior Notes due 2033 (the “Notes”) of Lamar Media Corp., its wholly owned subsidiary (“Lamar Media”). The institutional private placement resulted in net proceeds to Lamar Media of approximately $393.5 million. The Notes were sold within the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States only to non-U.S. persons in reliance on Regulation S under the Securities Act.

On September 25, 2025, Lamar Media and its subsidiary guarantors entered into an Indenture (the “Indenture”) with U.S. Bank Trust Company, National Association, as trustee, relating to the Notes.

The Notes mature on November 1, 2033, and bear interest at a rate of 5.375% per annum, which is payable semi-annually on May 1 and November 1 of each year, beginning May 1, 2026. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. The terms of the Indenture limit Lamar Media’s and its Restricted Subsidiaries’ (as defined in the Indenture) ability to, among other things, (i) incur additional debt and issue preferred stock; (ii) guarantee certain indebtedness; (iii) make certain distributions, investments and other restricted payments; (iv) create certain liens; (v) enter into transactions with affiliates; (vi) agree to restrictions on the Restricted Subsidiaries’ ability to make payments to Lamar Media; (vii) merge, consolidate or sell substantially all of Lamar Media’s or the Restricted Subsidiaries’ assets; and (viii) sell assets. These covenants are subject to a number of exceptions and qualifications.

Lamar Media may redeem up to 40% of the aggregate principal amount of the Notes, at any time and from time to time prior to November 1, 2028, at a price equal to 105.375% of the aggregate principal amount so redeemed, plus accrued and unpaid interest thereon, with the net proceeds of certain public equity offerings, provided that following the redemption, at least 60% of the Notes that were originally issued remain outstanding and any such redemption occurs within 120 days following the closing of any such public equity offering. At any time prior to November 1, 2028, Lamar Media may redeem some or all of the Notes at a price equal to 100% of the aggregate principal amount, plus accrued and unpaid interest thereon and a make-whole premium. On or after November 1, 2028, Lamar Media may also redeem the Notes, in whole or in part, in cash at redemption prices specified in the Notes. In addition, if the Company or Lamar Media undergoes a change of control and a rating of the Notes is reduced, Lamar Media may be required to make an offer to purchase each holder’s Notes at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, up to but not including the repurchase date.

The Indenture provides that each of the following is an event of default (“Event of Default”): (a) default in payment of any principal of, or premium, if any, on the Notes; (b) default for 30 days in payment of any interest on the Notes; (c) default by Lamar Media or any Guarantor (as defined in the Indenture) in the observance or performance of any other covenant in the Notes or the Indenture for 45 days (or, in the case of certain reports that Lamar Media is required to furnish to holders of the Notes pursuant to the Indenture, 120 days) after written notice from the trustee or the holders of not less than 25% in aggregate principal amount of the Notes then outstanding; (d) default or defaults under one or more agreements, instruments, mortgages, bonds, debentures or other evidences of Indebtedness (as defined in the Indenture) under which Lamar Media or any Restricted Subsidiary of Lamar Media then has outstanding Indebtedness in excess of $150.0 million, individually or in the aggregate, and either (i) such Indebtedness is already due and payable in full or (ii) such default or defaults have resulted in the acceleration of the maturity of such Indebtedness; (e) any final judgment or judgments which can no longer be appealed for the payment of money in excess of $150.0 million (not covered by insurance) shall be rendered against Lamar Media or any Restricted Subsidiary and shall not be discharged for any period of 60 consecutive days during which a stay of enforcement shall not be in effect; (f) certain events involving bankruptcy, insolvency or reorganization of Lamar Media or any Restricted Subsidiary; and (g) failure, for a period of 30 days after written notice from the trustee or the holders of not less than 25% of the aggregate principal amount of the Notes, to comply with the requirements of the covenant on repurchase of the Notes after a change of control (other than the failure to repurchase the Notes).

If any Event of Default arising under a clause other than clause (f) above occurs and is continuing, then the trustee or the holders of 25% in aggregate principal amount of the Notes may declare to be immediately due and payable the entire principal amount of all the Notes then outstanding plus accrued interest to the date of acceleration, and such amounts shall become immediately due and payable. If an Event of Default arising under clause (f) above occurs, the entire principal amount of all the Notes then outstanding plus accrued interest thereon shall become immediately due and payable without any declaration or other act on the part of the trustee or the holders of the Notes.

The initial purchasers of the notes, the trustee, and their affiliates perform various financial advisory, investment banking and commercial banking services from time to time for Lamar Media and its affiliates, for which they receive customary fees. Certain of the initial purchasers, the trustee, or their respective affiliates are lenders and/or agents under Lamar Media’s senior credit facility and receive customary fees and expense reimbursement in connection therewith.

The description above is qualified in its entirety by the Indenture (including the Form of Note and Guarantee), filed as Exhibits 4.1, to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Indenture, dated as of September 25, 2025, among Lamar Media, the Guarantors named therein and U.S. Bank Trust Company, National Association, as Trustee (including the Form of Note and Guarantee as Exhibit A thereto).
104		Cover Page Interactive Data File - (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Date: October 1, 2025				LAMAR ADVERTISING COMPANY
				By:		/s/ Jay L. Johnson
						Jay L. Johnson
						Executive Vice President, Chief Financial Officer, and Treasurer
Date: October 1, 2025				LAMAR MEDIA CORP.
				By:		/s/ Jay L. Johnson
						Jay L. Johnson
						Executive Vice President, Chief Financial Officer, and Treasurer

FAQ

What did Lamar Advertising (LAMR) disclose in this 8-K?

The company disclosed an indenture dated September 25, 2025 governing notes issued by Lamar Media, including detailed redemption and repurchase provisions.

When can Lamar Media redeem the notes and at what price?

Prior to November 1, 2028, Lamar Media may redeem up to 40% using qualifying equity proceeds at 105.375%; it may also redeem at 100% plus accrued interest and a make-whole premium. On or after November 1, 2028, cash redemptions may occur at specified prices.

What happens if there is a change of control?

If a change of control occurs and the notes' rating is reduced, Lamar Media may be required to offer to purchase each note at 101% of principal plus accrued and unpaid interest.

Who is the trustee named in the indenture?

The trustee under the indenture is U.S. Bank Trust Company, National Association.

When was the 8-K signed and filed?

The filing includes signatures by Jay L. Johnson dated October 1, 2025.