OUTFRONT Media (NYSE: OUT) prices $500M 2034 notes and boosts stock incentive pool
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
OUTFRONT Media Inc. reported results of its 2026 annual stockholder meeting and announced a new private notes offering. Stockholders approved an Amended and Restated Omnibus Stock Incentive Plan that increases the common shares reserved for equity awards by 3,373,000 to a total of 22,948,000 shares.
Stockholders also re-elected nine directors, ratified PricewaterhouseCoopers LLP as auditor for 2026, and approved executive compensation on an advisory basis. Separately, two wholly owned subsidiaries priced a private offering of $500.0 million of 6.000% Senior Notes due 2034, with proceeds, together with other funding sources, intended to redeem existing 5.000% Senior Notes due 2027 and pay related interest, fees and expenses.
Positive
- None.
Negative
- None.
Insights
OUTFRONT extends debt maturity with a higher-coupon note while modestly increasing equity incentive capacity.
OUTFRONT Media is layering in a new $500.0 million 6.000% Senior Notes due 2034 to refinance its outstanding 5.000% Senior Notes due 2027. This pushes out a significant maturity while locking in a higher fixed interest cost on that tranche.
The company plans to use note proceeds, plus borrowings under its accounts receivable securitization facility and cash on hand, to complete the redemption and pay fees and accrued interest. Stockholders also approved an additional 3,373,000 shares for the omnibus stock incentive plan, lifting the reserve to 22,948,000 shares and preserving flexibility for future equity-based compensation.
8-K Event Classification
4 items: 5.02, 5.07, 8.01, 9.01
4 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
New notes principal: $500.0 million
New notes coupon: 6.000%
Redeemed notes coupon: 5.000%
+5 more
8 metrics
New notes principal
$500.0 million
Aggregate principal amount of 6.000% Senior Notes due 2034
New notes coupon
6.000%
Interest rate on Senior Notes due 2034
Redeemed notes coupon
5.000%
Coupon on Senior Notes due 2027 to be redeemed
New shares added to plan
3,373,000 shares
Increase in common shares reserved under Amended and Restated Omnibus SIP
Total plan share reserve
22,948,000 shares
Aggregate shares reserved under Amended and Restated Omnibus SIP
Say-on-pay support
152,430,850 votes for
Advisory approval of named executive officer compensation
Auditor ratification votes for
162,927,914
Votes for ratifying PricewaterhouseCoopers LLP as 2026 auditor
Incentive plan approval votes for
151,005,940
Votes for Amended and Restated Omnibus Stock Incentive Plan
Key Terms
Amended and Restated Omnibus Stock Incentive Plan, Senior Notes, qualified institutional buyers, Regulation S, +2 more
6 terms
Amended and Restated Omnibus Stock Incentive Plan financial
"the OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan (the “Amended and Restated Omnibus SIP”)"
Senior Notes financial
"pricing of $500.0 million aggregate principal amount of 6.000% Senior Notes due 2034"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
qualified institutional buyers regulatory
"sold in a private placement to qualified institutional buyers"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
Regulation S regulatory
"transactions outside the United States pursuant to Regulation S under the Securities Act"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
real estate investment trust (“REIT”) financial
"our failure to remain qualified to be taxed as a real estate investment trust (“REIT”)"
accounts receivable securitization facility financial
"along with borrowings under its accounts receivable securitization facility and cash on hand"
A accounts receivable securitization facility is a financing arrangement where a company converts its unpaid customer invoices into immediate cash by selling them or using them as collateral for a line of credit. Think of it like using a stack of IOUs as a short-term loan to smooth cash flow; it matters to investors because it changes a company’s liquidity, borrowing profile and risk exposure without necessarily showing up as traditional debt, affecting valuation and credit health.
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): June 3, 2026
_________________________
(Exact name of registrant as specified in its charter)
__________________________
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||||||||
(Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: (212 ) 297-6400
__________________________
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):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
As described in Item 5.07 below, OUTFRONT Media Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders on June 3, 2026 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved, among other things, the OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan (the “Amended and Restated Omnibus SIP”). The Amended and Restated Omnibus SIP was previously approved by the Company’s board of directors (the “Board”) on April 16, 2026.
The Amended and Restated Omnibus SIP is substantially similar to the prior version of the plan, except that the Amended and Restated Omnibus SIP increases the number of shares of the Company’s common stock reserved for issuance under the Company’s prior plan by 3,373,000 shares, so that the aggregate number of shares reserved for issuance under the Amended and Restated Omnibus SIP is 22,948,000 shares, comprised of the 8,000,000 shares initially reserved for issuance under the original plan approved on March 27, 2014, 5,100,000 additional shares reserved for issuance under the prior plan approved on June 10, 2019, the 6,475,000 additional shares reserved for issuance under the prior plan approved on June 6, 2023, plus the 3,373,000 new shares.
The foregoing summary does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amended and Restated Omnibus SIP, a copy of which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.
Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
The Company held the Annual Meeting on June 3, 2026. At the Annual Meeting, the Company’s stockholders voted for (1) the re-election of nine incumbent directors, Michael Barrett, Nicolas Brien, Mark Carleton, Angela Courtin, Manuel A. Diaz, Michael J. Dominguez, Peter Mathes, Nicolle Pangis and Susan M. Tolson, to the Board; (2) the ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2026; (3) the approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers; and (4) the approval of the Amended and Restated Omnibus SIP. The final voting results on each of the matters submitted to a vote of stockholders at the Annual Meeting were as follows:
(1) Election of nine director nominees.
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| Michael Barrett | 154,644,385 | 433,059 | 27,131 | 8,678,401 | ||||||||||
| Nicolas Brien | 154,450,564 | 628,019 | 25,992 | 8,678,401 | ||||||||||
| Mark Carleton | 154,589,607 | 487,667 | 27,301 | 8,678,401 | ||||||||||
| Angela Courtin | 118,265,487 | 36,810,963 | 28,125 | 8,678,401 | ||||||||||
| Manuel A. Diaz | 154,302,346 | 775,868 | 26,361 | 8,678,401 | ||||||||||
| Michael J. Dominguez | 153,119,550 | 1,956,556 | 28,469 | 8,678,401 | ||||||||||
| Peter Mathes | 152,984,679 | 2,092,860 | 27,036 | 8,678,401 | ||||||||||
| Nicolle Pangis | 154,917,847 | 158,643 | 28,085 | 8,678,401 | ||||||||||
| Susan M. Tolson | 103,030,792 | 52,045,886 | 27,897 | 8,678,401 | ||||||||||
(2) Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2026.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 162,927,914 | 832,981 | 22,081 | — | |||||||||||
(3) Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 152,430,850 | 2,593,191 | 80,534 | 8,678,401 | |||||||||||
(4) Approval of the Amended and Restated Omnibus SIP.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 151,005,940 | 4,047,028 | 51,607 | 8,678,401 | |||||||||||
Item 8.01 | Other Events. | ||||
On June 3, 2026, the Company issued a press release announcing the pricing of $500.0 million aggregate principal amount of 6.000% Senior Notes due 2034. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits. The following exhibits are filed herewith:
| Exhibit Number | Description | |||||||
| 10.1 | OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan. | |||||||
| 99.1 | Press Release dated June 3, 2026. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
EXHIBIT INDEX
| Exhibit Number | Description | |||||||
| 10.1 | OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan | |||||||
| 99.1 | Press Release dated June 3, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
OUTFRONT MEDIA INC. | ||||||||||||||
By: | /s/ Matthew Siegel | |||||||||||||
Name: | Matthew Siegel | |||||||||||||
Title: | Executive Vice President and | |||||||||||||
Chief Financial Officer | ||||||||||||||
Date: June 3, 2026
Exhibit 99.1
OUTFRONT Media Announces Pricing of Senior Unsecured Notes Offering
New York, June 3, 2026 — OUTFRONT Media Inc. (NYSE: OUT) today announced that two of its wholly-owned subsidiaries priced a private offering of $500.0 million in aggregate principal amount of 6.000% Senior Notes due 2034 (the “notes”). The notes will be sold at an issue price of 100.0% of the principal amount. The offering is expected to close on June 12, 2026, subject to customary closing conditions.
OUTFRONT Media intends to use the net proceeds from the notes offering, along with borrowings under its accounts receivable securitization facility and cash on hand, to redeem all of its outstanding 5.000% Senior Notes due 2027 (the “2027 notes”) and to pay accrued and unpaid interest on the 2027 notes, if any, to, but excluding, the redemption date, and to pay fees and expenses in connection with the notes offering and the 2027 notes redemption.
The notes will be guaranteed on a senior unsecured basis by OUTFRONT Media Inc. and each of its direct and indirect subsidiaries that guarantees its senior credit facilities.
The notes were offered and will be sold in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. The notes have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes, nor shall there be any sale of the notes in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. This press release does not constitute a notice of redemption with respect to the 2027 notes.
Cautionary Statement Regarding Forward-Looking Statements
OUTFRONT Media Inc. (“we” or “our”) has made statements in this press release that are forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by the use of forward-looking terminology such as “will,” “intends,” or “expects,” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions related to our capital resources, portfolio performance and results of operations. Forward-looking statements involve numerous risks and uncertainties, and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and may not be able to be realized. We do not guarantee that the
OUTFRONT Media Inc. (“we” or “our”) has made statements in this press release that are forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by the use of forward-looking terminology such as “will,” “intends,” or “expects,” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions related to our capital resources, portfolio performance and results of operations. Forward-looking statements involve numerous risks and uncertainties, and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and may not be able to be realized. We do not guarantee that the
transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: our ability to consummate the notes offering and the 2027 notes redemption; declines in advertising and general economic conditions; competition; government regulation; our ability to operate our digital display platform; losses and costs resulting from recalls and product liability, warranty and intellectual property claims; our ability to obtain and renew key municipal contracts on favorable terms; taxes, fees and registration requirements; decreased government compensation for the removal of lawful billboards; content-based restrictions on outdoor advertising; seasonal variations; acquisitions and other strategic transactions that we may pursue could have a negative effect on our results of operations; dependence on our management team and other key employees; experiencing a cybersecurity incident; changes in regulations and consumer concerns regarding privacy, information security and data, or any failure or perceived failure to comply with these regulations or our internal policies; asset impairment charges for our long-lived assets and goodwill; environmental, health and safety laws and regulations; expectations relating to environmental, social and governance considerations; our substantial indebtedness; restrictions in the agreements governing our indebtedness; incurrence of additional debt; interest rate risk exposure from our variable-rate indebtedness; our ability to generate cash to service our indebtedness; cash available for distributions; hedging transactions; the ability of our board of directors to cause us to issue additional shares of stock without common stockholder approval; certain provisions of Maryland law may limit the ability of a third party to acquire control of us; our rights and the rights of our stockholders to take action against our directors and officers are limited; our failure to remain qualified to be taxed as a real estate investment trust (“REIT”); REIT distribution requirements; availability of external sources of capital; we may face other tax liabilities even if we remain qualified to be taxed as a REIT; complying with REIT requirements may cause us to liquidate investments or forgo otherwise attractive investments or business opportunities; our ability to contribute certain contracts to a taxable REIT subsidiary (“TRS”); our planned use of TRSs may cause us to fail to remain qualified to be taxed as a REIT; REIT ownership limits; complying with REIT requirements may limit our ability to hedge effectively; the ability of our board of directors to revoke our REIT election at any time without stockholder approval; the Internal Revenue Service may deem the gains from sales of our outdoor advertising assets to be subject to a 100% prohibited transaction tax; establishing operating partnerships as part of our REIT structure; and other factors described in our filings with the Securities and Exchange Commission (the "SEC"), including but not limited to the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026. All forward-looking statements in this press release apply as of the date of this press release or as of the date they were made and, except as required by applicable law, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events, or other changes.
About OUTFRONT Media Inc.
OUTFRONT is one of the largest and most trusted out-of-home media companies in the U.S., helping brands connect with audiences in the moments and environments that matter most. As OUTFRONT evolves, it’s defining a new era of in-real-life (IRL) marketing, turning public spaces into platforms for creativity, connection, and cultural relevance. With a nationwide footprint across billboards, digital displays, transit systems, and other out-of-home formats, OUTFRONT turns creative into powerful real-world experiences. Its in-house agency, OUTFRONT STUDIOS, and award-winning innovation team, XLabs, deliver standout storytelling, supported by advanced technology and data tools that can drive measurable impact.
Contacts: | ||||||||
Investors: | Media: | |||||||
Stephan Bisson | Courtney Richards | |||||||
Investor Relations | Events & Communications | |||||||
(212) 297-6573 | (646) 876-9404 | |||||||
stephan.bisson@outfront.com | courtney.richards@outfront.com | |||||||
FAQ
What did OUTFRONT Media Inc. (OUT) change in its stock incentive plan?
OUTFRONT Media’s stockholders approved an Amended and Restated Omnibus Stock Incentive Plan that increases reserved common shares by 3,373,000. The total reserve now equals 22,948,000 shares, supporting future equity-based compensation grants to directors, executives, and employees under the updated plan.
How much debt is in OUTFRONT Media’s new senior notes offering?
OUTFRONT Media’s subsidiaries priced a private offering of $500.0 million aggregate principal amount of 6.000% Senior Notes due 2034. The notes will be issued at 100.0% of principal and are guaranteed on a senior unsecured basis by the parent and certain subsidiaries.
What will OUTFRONT Media Inc. (OUT) use the new notes proceeds for?
OUTFRONT Media intends to use net proceeds from the $500.0 million notes, plus securitization borrowings and cash, to redeem all outstanding 5.000% Senior Notes due 2027, pay accrued and unpaid interest on those notes to the redemption date, and cover related fees and expenses.
Which proposals did OUTFRONT Media stockholders approve at the 2026 annual meeting?
At the 2026 annual meeting, OUTFRONT Media stockholders re-elected nine directors, ratified PricewaterhouseCoopers LLP as independent auditor for 2026, approved executive compensation on a non-binding advisory basis, and approved the Amended and Restated Omnibus Stock Incentive Plan expanding the equity award share reserve.
How strong was stockholder support for OUTFRONT Media’s executive compensation?
Stockholders approved OUTFRONT Media’s named executive officer compensation on a non-binding advisory basis with 152,430,850 votes for, 2,593,191 against, and 80,534 abstentions. There were 8,678,401 broker non-votes, indicating broad support among voting shareholders for the company’s pay program.
Who was elected to OUTFRONT Media Inc. (OUT)’s board at the 2026 meeting?
Stockholders re-elected nine incumbent directors: Michael Barrett, Nicolas Brien, Mark Carleton, Angela Courtin, Manuel A. Diaz, Michael J. Dominguez, Peter Mathes, Nicolle Pangis, and Susan M. Tolson. Each received more votes for than against, alongside significant broker non-votes on the director election proposals.