OUTFRONT Media (NYSE: OUT) EVP logs RSU awards, vesting and tax share disposition

Rhea-AI Filing Summary

OUTFRONT Media Inc. executive Richard H. Sauer reported multiple equity transactions on February 20, 2026. He received grants of restricted share units totaling 12,232 units and an additional 13,197 units, all at no cash cost, increasing his RSU holdings to 30,654 units. Several previously granted restricted share units were exercised or converted into common stock, with individual derivative transactions covering 10,218, 21,840 and 11,067 units, consistent with performance targets being certified and multi-year vesting schedules.

These derivative exercises resulted in corresponding acquisitions of common stock in matching amounts, plus a separate grant of 4,092 common shares. A tax-withholding disposition of 26,106 common shares at a value based on the closing price of $26.16 per share left him with 91,947 common shares directly owned.

Insider Trade Summary

43,125 shares exercised/converted

Mixed 10 txns

Insider Sauer Richard H.

Role EVP, General Counsel

Type	Security	Shares	Price	Value
Grant/Award	Restricted Share Units	12,232	$0.00	--
Grant/Award	Restricted Share Units	13,197	$0.00	--
Exercise	Restricted Share Units	10,218	$0.00	--
Exercise	Restricted Share Units	21,840	$0.00	--
Exercise	Restricted Share Units	11,067	$0.00	--
Exercise	Common Stock	10,218	$0.00	--
Exercise	Common Stock	21,840	$0.00	--
Exercise	Common Stock	11,067	$0.00	--
Grant/Award	Common Stock	4,092	$0.00	--
Tax Withholding	Common Stock	26,106	$26.16	$683K

Holdings After Transaction: Restricted Share Units — 12,232 shares (Direct); Common Stock — 81,054 shares (Direct)

Footnotes (1)

1. These restricted share units are settled by delivery of a corresponding number of shares of common stock of OUTFRONT Media Inc. (the "Company") upon vesting. Includes shares acquired due to settlement of dividend equivalents into shares of the Company's common stock at vesting. On February 20, 2026, the closing price of the Company's common stock on the New York Stock Exchange was $26.16. These restricted share units vest in three equal annual installments beginning on February 20, 2027. On February 20, 2026, the performance targets associated with these restricted share units were certified as having been achieved. These restricted share units vest in three equal annual installments beginning on February 20, 2026. These restricted share units vest in three equal annual installments beginning on February 20, 2025. These restricted share units vest in three equal annual installments beginning on February 20, 2024.

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
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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^*

Sauer Richard H.

(Last) (First) (Middle)

C/O OUTFRONT MEDIA INC.

90 PARK AVENUE, 9TH FLOOR

(Street)

NEW YORK NY 10016

(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		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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
Common Stock	02/20/2026		M		10,218	A	$0(1)	81,054	D
Common Stock	02/20/2026		M		21,840	A	$0(1)	102,894	D
Common Stock	02/20/2026		M		11,067	A	$0(1)	113,961	D
Common Stock	02/20/2026		A(2)		4,092	A	$0(2)	118,053	D
Common Stock	02/20/2026		F		26,106	D	$26.16(3)	91,947	D

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
Restricted Share Units	(1)	02/20/2026		A		12,232		02/20/2027(4)	(4)	Common Stock	12,232	$0	12,232	D
Restricted Share Units	(1)	02/20/2026		A(5)		13,197		02/20/2026(6)	(6)	Common Stock	13,197	$0	30,654	D
Restricted Share Units	(1)	02/20/2026		M			10,218	02/20/2026(6)	(6)	Common Stock	10,218	$0	20,436	D
Restricted Share Units	(1)	02/20/2026		M			21,840	02/20/2025(7)	(7)	Common Stock	21,840	$0	21,839	D
Restricted Share Units	(1)	02/20/2026		M			11,067	02/20/2024(8)	(8)	Common Stock	11,067	$0	0	D

Explanation of Responses:

1. These restricted share units are settled by delivery of a corresponding number of shares of common stock of OUTFRONT Media Inc. (the "Company") upon vesting.

2. Includes shares acquired due to settlement of dividend equivalents into shares of the Company's common stock at vesting.

3. On February 20, 2026, the closing price of the Company's common stock on the New York Stock Exchange was $26.16.

4. These restricted share units vest in three equal annual installments beginning on February 20, 2027.

5. On February 20, 2026, the performance targets associated with these restricted share units were certified as having been achieved.

6. These restricted share units vest in three equal annual installments beginning on February 20, 2026.

7. These restricted share units vest in three equal annual installments beginning on February 20, 2025.

8. These restricted share units vest in three equal annual installments beginning on February 20, 2024.

Remarks:

	/s/ Louis Capocasale, Attorney-in-fact for Richard Sauer	02/24/2026
	** 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 transactions did OUT (OUTFRONT Media Inc.) report for Richard H. Sauer?

Richard H. Sauer reported grants of restricted share units, exercises of existing RSUs into common stock, and a tax-withholding disposition of common shares, all dated February 20, 2026. These transactions reflect equity compensation vesting and awards, rather than open-market buying or selling activity.

How many OUTFRONT Media common shares does Richard H. Sauer hold after these Form 4 transactions?

After the reported transactions, Richard H. Sauer directly holds 91,947 shares of OUTFRONT Media common stock. This figure is shown as the total shares following the tax-withholding disposition transaction reported on the Form 4 dated February 20, 2026.

What restricted share unit (RSU) activity did OUTFRONT Media report for Richard H. Sauer?

He received new grants of 12,232 and 13,197 restricted share units and had several RSU awards exercised or converted, with balances updated to 30,654 units. These RSUs vest in equal annual installments beginning in 2024, 2025, 2026, or 2027, depending on the specific grant.

Was there any open-market stock sale by Richard H. Sauer in this OUT Form 4 filing?

The filing reports a disposition of 26,106 common shares coded as a tax-withholding transaction at $26.16 per share, not an open-market sale. It reflects payment of tax obligations associated with equity awards rather than a discretionary sale of shares.

At what price were OUTFRONT Media shares valued for the tax-withholding disposition reported?

The tax-withholding disposition used a value of $26.16 per share, which was the closing price of OUTFRONT Media’s common stock on the New York Stock Exchange on February 20, 2026. This price is cited directly in the accompanying footnotes.

How do the performance-based RSUs for OUT’s Richard H. Sauer factor into this Form 4?

The filing notes that performance targets linked to certain restricted share units were certified as achieved on February 20, 2026. This certification allowed those RSUs to vest on their established schedules and be settled into common stock, contributing to the reported derivative exercises.