Lamar Advertising (LAMR) CEO awarded 60,000 performance LTIP units

Rhea-AI Filing Summary

Lamar Advertising Company reported that Chief Executive Officer Sean E. Reilly received a grant of 60,000 LTIP Units in Lamar Advertising Limited Partnership under the 1996 Equity Incentive Plan. These LTIP Units can automatically convert into an equivalent number of partnership units and ultimately Class A common stock, at the company’s election, after certain conditions are met.

The award is performance-based and subject to forfeiture depending on Lamar’s financial results. It will vest after certification of 2026 financial performance, expected in February 2027, assuming continued employment and Compensation Committee discretion. Following this grant and prior awards, Reilly holds LTIP Units tied to 165,035 underlying Class A common shares. This filing reflects a compensation award, not an open-market stock purchase or sale.

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 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)
03/10/2026

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)(2)	(1)(2)	03/10/2026		A		60,000(1)(2)		(1)(2)	(1)(2)	Class A Common Stock	60,000	$0(1)(2)	60,000	D
LTIP Units(3)	(3)							(3)	(3)	Class A Common Stock	165,035		165,035	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").

2. 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 are subject to forfeiture based on the achievement of financial performance goals by Lamar, and will vest upon certification of Lamar's financial results for 2026, expected to occur in February 2027, subject to the reporting person's continued employment at Lamar and the discretion of the Compensation Committee. The number of LTIP Units issued is the maximum number achievable by such reporting person and represents achievement of financial performance goals at 120% of target.

3. These vested LTIP Units of the OP were issued in 2022, 2023, 2024, and 2025 under Lamar's 1996 Equity Incentive Plan, as amended, and following the occurrence of certain events, 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	03/12/2026
	** Signature of Reporting Person	Date
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FAQ

What did Lamar Advertising (LAMR) CEO Sean Reilly receive in this Form 4 filing?

Sean Reilly received a grant of 60,000 LTIP Units in Lamar’s operating partnership. These performance-based units can later convert into partnership units and then Class A common stock, subject to vesting conditions and company elections.

How are the 60,000 LTIP Units for Lamar (LAMR) CEO structured?

The 60,000 LTIP Units are issued under Lamar’s 1996 Equity Incentive Plan. They may convert into Common Units and then into cash or Class A common stock on a one-for-one basis, at Lamar’s election, after required events and vesting.

When will Sean Reilly’s new LTIP Units at Lamar (LAMR) vest?

The LTIP Units will vest after Lamar’s 2026 financial results are certified, which is expected in February 2027. Vesting also requires Reilly’s continued employment and is subject to the Compensation Committee’s discretion and performance-based forfeiture provisions.

What performance conditions apply to the Lamar (LAMR) CEO’s LTIP grant?

The LTIP Units are subject to forfeiture based on Lamar’s financial performance goals. The number granted represents the maximum amount achievable, corresponding to performance at 120% of target, and will vest only if those goals and employment conditions are satisfied.

How many LTIP Units linked to Lamar (LAMR) Class A stock does the CEO hold after this filing?

After this filing, Sean Reilly is shown with LTIP Units tied to 165,035 underlying shares of Lamar Class A common stock. This total includes LTIP Units granted in 2022, 2023, 2024, and 2025 that can convert into Common Units and then stock or cash.

Does this Lamar (LAMR) Form 4 show an open-market stock trade by the CEO?

No, the Form 4 reports a grant of LTIP Units as compensation, not an open-market purchase or sale of Lamar Class A common stock. The award is a performance-based equity incentive that may convert into shares later if vesting conditions are met.