| Item 1. | |
| (a) | Name of issuer:
Lamar Advertising Company |
| (b) | Address of issuer's principal executive offices:
5321 Corporate Boulevard, Baton Rouge, Louisiana 70808 |
| Item 2. | |
| (a) | Name of person filing:
Reilly Family, LLC
Kevin P. Reilly, Jr. |
| (b) | Address or principal business office or, if none, residence:
For each Reporting Person:
c/o Lamar Advertising Company
5321 Corporate Boulevard
Baton Rouge, LA 70808 |
| (c) | Citizenship:
The RFLLC is a Delaware limited liability company. The other Reporting Person is a citizen of the United States of America. |
| (d) | Title of class of securities:
Class A Common Stock, $0.001 par value |
| (e) | CUSIP No.:
512816109 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See Box 9 on cover pages.
For Reilly Family, LLC ("RFLLC"), consists of 9,000,000 shares of Class B Common Stock, $0.001 par value per share (the "Class B Common Stock"), which are convertible into shares of Class A Common Stock, $0.001 par value per share (the "Class A Common Stock"), on a one-for-one basis.
For Mr. Reilly, includes: (i) 423,607 shares of Class A Common Stock, (ii) 11,362,250 shares of Class B Common Stock, 9,000,000 shares of which are held by the RFLLC, of which Mr. Reilly is the Executive Manager, 1,796,039 shares of which are held by Grand Pass, L.L.C ("Grand Pass") of which Mr. Reilly is the Manager and 566,211 shares of which are held by Ninemile, L.L.C. ("Ninemile"), of which Mr. Reilly is the Manager and (iii) 59,400 Common Units of Lamar Advertising Limited Partnership (the "OP"), which Common Units of the OP are redeemable by the holder for cash or shares of Lamar Advertising Company Class A Common Stock after a holding period, at the general partner's option. The Executive Manager of the RFLLC exercises sole voting power over the shares held by the RFLLC, but disposition of the shares requires the approval of 75% of the Managers of the RFLLC. The Manager of Grand Pass has shared voting and sole dispositive power over the shares held by Grand Pass. The Manager of Ninemile exercises shared voting and sole dispositive power over the shares held by Ninemile. |
| (b) | Percent of class:
See Box 11 on cover pages. Based on 86,910,542 shares outstanding of Class A Common Stock as of December 31, 2025.
For RFLLC, assumes the conversion of all Class B Common Stock into Class A Common Stock. If the 9,000,000 shares of Class B Common Stock owned by the RFLLC listed above were converted to Class A Common Stock and all other shares of Class B Common Stock remained outstanding, the RFLLC would own 9.4% of the Class A Common Stock.
For Mr. Reilly, assumes the conversion of all Class B Common Stock into Class A Common Stock. If the 11,362,250 shares of Class B Common Stock, 9,000,000 shares of which are held by the RFLLC, 1,796,039 shares of which are held by Grand Pass and 566,211 shares of which are held by Ninemile, were converted to Class A Common Stock and all other shares of Class B Common Stock remained outstanding, Mr. Reilly would own 12.1% of the Class A Common Stock. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See Box 5 on cover pages.
|
| | (ii) Shared power to vote or to direct the vote:
See Box 6 on cover pages.
|
| | (iii) Sole power to dispose or to direct the disposition of:
See Box 7 on cover pages. For Mr. Reilly, includes: (i) 423,607 shares of Class A Common Stock, (ii) 2,362,250 shares of Class B Common Stock, 1,796,039 shares of which are held by Grand Pass and 566,211 shares of which are held by Ninemile and (iii) 59,400 Common Units of the OP.
|
| | (iv) Shared power to dispose or to direct the disposition of:
See Box 8 on cover pages.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Not Applicable
|
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|