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Large Providence/PEP VIII sale of OUT stock: 8.4M shares disclosed

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

PEP VIII-related entities reported a large sale of OUTFRONT Media (OUT) stock on 09/03/2025. The filing shows a sale of 8,400,000 shares at $18.06 per share (transaction code S). Following the reported transaction(s), the filing lists 8,913,813 shares beneficially owned (indirect) and an additional 41,199 shares shown as indirect ownership on a separate line. Multiple Providence/PEP VIII entities are named as reporting persons and the filing notes this submission is part one of two, with several footnotes and Exhibits 99.1 and 99.2 referenced for details and signature information.

Positive

  • None.

Negative

  • Large disposition: Sale of 8,400,000 OUT shares at $18.06 (transaction code S), materially reducing the reporting group's stake as shown on this Form 4
  • Partial filing: This is part one of two filings and key explanatory footnotes are provided only in Exhibits 99.1 and 99.2, so full allocation and context are not contained solely in this document

Insights

TL;DR: A significant insider/affiliate sale occurred: 8.4M OUT shares sold at $18.06, materially reducing reported beneficial exposure.

The sale of 8,400,000 OUT shares at $18.06 is a material disclosure because of its size relative to typical single-party insider transactions. The reporting group comprises multiple Providence/PEP VIII entities showing indirect ownership of 8,913,813 and 41,199 shares after the sale. The Form 4 uses transaction code "S" indicating a sale; additional explanatory footnotes are provided via Exhibit 99.1 and joint-filer details in Exhibit 99.2. This filing is part one of two, so full aggregate holdings and precise allocation across entities require the companion filing.

TL;DR: Large affiliate disposition disclosed; proper Section 16 reporting appears to be in process but supplemental exhibits are required for full context.

The multiple PEP VIII-related reporting persons and the note that this is one of two identical parts indicate coordinated reporting by affiliated entities. The form references multiple explanatory footnotes (Exhibit 99.1) and joint-filer information (Exhibit 99.2), suggesting additional details about the nature of indirect ownership and any agreements governing the sale. Investors and compliance professionals should review the companion filing and exhibits for allocation and any plan-based or contractual reasons for the sale; the Form 4 itself records the transaction but defers clarifying text to exhibits.

Insider PEP VIII GP LLC, PEP VIII International Ltd., Providence Equity GP VIII L.P., PEP VIII (Scotland) International Ltd., Providence Equity GP VIII (Scotland) L.P., Providence Equity Partners VIII-A L.P., Providence Equity Partners VIII (Scotland) L.P., PEP VIII Intermediate 5 L.P., PEP VIII Intermediate 6 L.P., PEP VIII Advertising Co-Investment L.P.
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Sold 8,400,000 shs ($151.70M)
Type Security Shares Price Value
Sale Common Stock 8,400,000 $18.06 $151.70M
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 8,913,813 shares (Indirect, See Notes)
Footnotes (1)
  1. See Exhibit 99.1 for text of footnote (1). See Exhibit 99.1 for text of footnote (2). See Exhibit 99.1 for text of footnote (3). See Exhibit 99.1 for text of footnote (4). See Exhibit 99.1 for text of footnote (5). See Exhibit 99.1 for text of footnote (6).
Form 4 Insider Transactions: What Each Field Means →
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
X
 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*
PEP VIII GP LLC
(Last) (First) (Middle)
50 KENNEDY PLAZA, 18TH FLOOR
(Street)
PROVIDENCE RI 02903
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
OUTFRONT Media Inc. [ OUT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
Common Stock 09/03/2025 S 8,400,000 D $18.06 8,913,813 I See Notes(1)(2)(3)(4)(6)
Common Stock 41,199 I See Notes(5)(6)
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
1. Name and Address of Reporting Person*
PEP VIII GP LLC
(Last) (First) (Middle)
50 KENNEDY PLAZA, 18TH FLOOR
(Street)
PROVIDENCE RI 02903
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
PEP VIII International Ltd.
(Last) (First) (Middle)
50 KENNEDY PLAZA, 18TH FLOOR
(Street)
PROVIDENCE RI 02903
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Providence Equity GP VIII L.P.
(Last) (First) (Middle)
50 KENNEDY PLAZA, 18TH FLOOR
(Street)
PROVIDENCE RI 02903
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
PEP VIII (Scotland) International Ltd.
(Last) (First) (Middle)
50 KENNEDY PLAZA, 18TH FLOOR
(Street)
PROVIDENCE RI 02903
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Providence Equity GP VIII (Scotland) L.P.
(Last) (First) (Middle)
50 KENNEDY PLAZA, 18TH FLOOR
(Street)
PROVIDENCE RI 02903
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Providence Equity Partners VIII-A L.P.
(Last) (First) (Middle)
50 KENNEDY PLAZA, 18TH FLOOR
(Street)
PROVIDENCE RI 02903
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Providence Equity Partners VIII (Scotland) L.P.
(Last) (First) (Middle)
50 KENNEDY PLAZA, 18TH FLOOR
(Street)
PROVIDENCE RI 02903
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
PEP VIII Intermediate 5 L.P.
(Last) (First) (Middle)
50 KENNEDY PLAZA, 18TH FLOOR
(Street)
PROVIDENCE RI 02903
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
PEP VIII Intermediate 6 L.P.
(Last) (First) (Middle)
50 KENNEDY PLAZA, 18TH FLOOR
(Street)
PROVIDENCE RI 02903
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
PEP VIII Advertising Co-Investment L.P.
(Last) (First) (Middle)
50 KENNEDY PLAZA, 18TH FLOOR
(Street)
PROVIDENCE RI 02903
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. See Exhibit 99.1 for text of footnote (1).
2. See Exhibit 99.1 for text of footnote (2).
3. See Exhibit 99.1 for text of footnote (3).
4. See Exhibit 99.1 for text of footnote (4).
5. See Exhibit 99.1 for text of footnote (5).
6. See Exhibit 99.1 for text of footnote (6).
Remarks:
Exhibit 99.2 (Joint Filer Information) is incorporated herein by reference. Due to technical limitation on the number of reporting persons per filing, this filing is being made in two identical parts. This filing is part one of two.
See Exhibit 99.2 for Signatures 09/05/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Providence/PEP VIII report for OUT on 09/03/2025?

The filing reports a sale of 8,400,000 shares of OUT at $18.06 per share on 09/03/2025 (transaction code S).

How many OUT shares do the reporting PEP VIII entities beneficially own after the transaction?

The Form 4 lists 8,913,813 shares beneficially owned (indirect) following the reported transaction and an additional line showing 41,199 shares (indirect).

Which entities filed the Form 4 for OUTFRONT Media (OUT)?

Reporting persons named include PEP VIII GP LLC, PEP VIII International Ltd., Providence Equity GP VIII L.P., and several related PEP VIII entities at 50 Kennedy Plaza, Providence, RI.

Are there additional documents to explain the footnotes and joint-filer info?

Yes. The Form references Exhibit 99.1 for footnote text and Exhibit 99.2 for joint-filer information, and notes this filing is part one of two.

Does the Form 4 indicate whether the sale was part of a 10b5-1 plan or similar?

The Form 4 text includes the standard 10b5-1 checkbox guidance at the top but does not explicitly state in-line whether this specific transaction was made pursuant to a 10b5-1 plan; explanatory details may be in Exhibit 99.1.