Lamar Advertising (LAMR) CEO forfeits 20,965 LTIP Units tied to 2025 goals

Rhea-AI Filing Summary

Lamar Advertising Company Chief Executive Officer Sean E. Reilly reported a forfeiture of 20,965 LTIP Units of Lamar Advertising Limited Partnership to the issuer. These incentive units had been granted under Lamar’s 1996 Equity Incentive Plan and were subject to 2025 performance goals. The amount forfeited, including dividend equivalents, reflects the Compensation Committee’s determination of 2025 performance on February 18, 2026. After this disposition, Reilly directly holds 39,035 LTIP Units from this award, and a separate line in the filing shows 126,000 previously issued and vested LTIP Units held directly.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 SEAN E

(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)

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

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			20,965(2)	(1)	(1)	Class A Common Stock	20,965	$0(1)	39,035	D
LTIP Units(3)	(3)							(3)	(3)	Class A Common Stock	126,000		126,000	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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Lamar Advertising (LAMR) report for Sean E. Reilly?

Lamar Advertising reported that CEO Sean E. Reilly forfeited 20,965 LTIP Units back to the issuer. These units were part of an incentive award tied to 2025 performance metrics under Lamar’s 1996 Equity Incentive Plan, as amended.

Why were 20,965 LTIP Units forfeited by Lamar Advertising’s CEO?

The 20,965 LTIP Units were forfeited when 2025 performance results were determined by the Compensation Committee on February 18, 2026. The award was originally subject to forfeiture based on achieving specified performance goals for 2025 under the company’s equity incentive plan.

What are LTIP Units in the Lamar Advertising (LAMR) Form 4 filing?

The LTIP Units are a class of units in Lamar Advertising Limited Partnership, issued under Lamar’s 1996 Equity Incentive Plan. After certain events and vesting, they automatically convert into Common Units, which are redeemable for cash or Class A common stock on a one-for-one basis.

How many LTIP Units does Sean E. Reilly hold after the reported forfeiture?

Following the forfeiture, the filing shows 39,035 LTIP Units remaining from the affected award directly owned by Sean E. Reilly. A separate holding line indicates 126,000 previously issued and vested LTIP Units that he also holds directly under the same equity incentive plan.

What does the Lamar Advertising (LAMR) Form 4 say about the value received for forfeited LTIP Units?

The Form 4 lists the transaction price per LTIP Unit as 0.0000, indicating a disposition to the issuer without cash consideration. The forfeited amount, including dividends, reflects unearned incentive value based on 2025 performance results determined by the Compensation Committee.