Lamar Advertising (LAMR) chair forfeits 9,224 LTIP incentive units

Rhea-AI Filing Summary

Lamar Advertising Company Executive Chairman Kevin P. Reilly Jr. reported a disposition of 9,224 LTIP Units of Lamar Advertising Limited Partnership to the issuer on February 18, 2026. The disposition occurred at a price of $0.00 per unit and reflects forfeiture tied to 2025 performance goals under Lamar's 1996 Equity Incentive Plan.

According to the disclosure, these LTIP Units were originally awarded subject to forfeiture based on performance results for 2025 as determined by the Compensation Committee. The forfeited portion, including associated dividends, represents the amount shown in the transaction. The filing also notes additional LTIP Units previously issued and vested under the same plan that can convert into partnership units redeemable for cash or Class A common stock on a one-for-one basis.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

REILLY KEVIN P JR

(Last) (First) (Middle)

5321 CORPORATE BOULEVARD

(Street)

BATON ROUGE LA 70808

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LAMAR ADVERTISING CO/NEW [ LAMR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LTIP Units(1)	(1)	02/18/2026		D			9,224(2)	(1)	(1)	Class A Common Stock	9,224	$0(1)	17,176	D
LTIP Units(3)	(3)							(3)	(3)	Class A Common Stock	59,400		59,400	D

Explanation of Responses:

1. These LTIP Units ("LTIP Units") of Lamar Advertising Limited Partnership (the "OP"), the operating partnership of Lamar Advertising Company ("Lamar"), were issued under Lamar's 1996 Equity Incentive Plan, as amended. LTIP Units are a class of units of the OP that, following the occurrence of certain events and upon vesting, convert automatically into an equivalent number of common partnership units of the OP ("Common Units"). Common Units are redeemable by the holder for cash or Class A common stock of Lamar on a one-for-one basis, at Lamar's election. These LTIP Units were originally awarded subject to forfeiture based on the achievement of performance goals for 2025, as determined by Lamar's Compensation Committee.

2. Amount represents the portion of the award (including dividends) forfeited when performance results for 2025 were determined by the Compensation Committee on February 18, 2026.

3. These LTIP Units of the OP were previously issued and vested under Lamar's 1996 Equity Incentive Plan, as amended, and following the occurrence of certain events and upon vesting, convert automatically into an equivalent number of Common Units. The Common Units are redeemable by the holder for cash or Class A common stock of Lamar on a one-for-one basis, at Lamar's election.

	/s/ James McIlwain, as attorney-in-fact	02/20/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Lamar Advertising (LAMR) report for Kevin P. Reilly Jr.?

Lamar Advertising reported that Executive Chairman Kevin P. Reilly Jr. disposed of 9,224 LTIP Units on February 18, 2026. The units were forfeited at $0.00 per unit under the company’s 1996 Equity Incentive Plan based on 2025 performance results determined by the Compensation Committee.

Why were 9,224 Lamar Advertising LTIP Units forfeited in 2026?

The 9,224 LTIP Units were forfeited because they were originally awarded subject to performance goals for 2025. When Lamar Advertising’s Compensation Committee determined the 2025 performance results on February 18, 2026, a portion of the award, including dividends, did not vest and was forfeited to the issuer.

What are LTIP Units in Lamar Advertising’s equity structure?

LTIP Units are a class of units in Lamar Advertising Limited Partnership, the operating partnership of Lamar Advertising. After certain events and vesting, LTIP Units automatically convert into common partnership units, which can then be redeemed by the holder for cash or Class A common stock on a one-for-one basis, at Lamar’s election.

How are Lamar Advertising LTIP Units redeemed after vesting and conversion?

Once LTIP Units vest and automatically convert into common partnership units, the holder may redeem those common units. Upon redemption, Lamar Advertising can choose to deliver either cash or an equivalent number of Lamar Class A common shares on a one-for-one basis, at the company’s election.

What plan governs the LTIP Units reported in this Lamar Advertising Form 4?

The LTIP Units reported in this Form 4 were issued under Lamar Advertising’s 1996 Equity Incentive Plan, as amended. This plan governs the grant, vesting conditions, potential forfeiture, and ultimate conversion mechanics of the LTIP Units and related common partnership units.

Did Kevin P. Reilly Jr. receive any cash for the forfeited Lamar Advertising LTIP Units?

No, the Form 4 indicates a transaction price of $0.00 per LTIP Unit for the 9,224 units disposed. This reflects a forfeiture of unvested award units tied to 2025 performance, rather than a sale transaction generating cash proceeds for the reporting person.