(States or other jurisdictions of incorporation) |
(Commission File Numbers) |
(IRS Employer Identification Nos.) |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Lamar Advertising Company | Emerging growth company | |||||
| Lamar Media Corp. | Emerging growth company | |||||
| Lamar Advertising Company | ☐ | |||
| Lamar Media Corp. | ☐ | |||
Item 1.01. Entry into a Material Definitive Agreement.
On October 1, 2026, Lamar Advertising Company’s direct wholly owned subsidiary Lamar Media Corp. (“Lamar Media”) and indirect wholly-owned special purpose subsidiaries, Lamar QRS Receivables, LLC and Lamar TRS Receivables, LLC (collectively, the “SPEs”), entered into the Eighth Amendment, dated as of October 1, 2026 (the “Amendment”), to the Receivables Financing Agreement dated December 18, 2018, by and among Lamar Media, as Initial Servicer, the SPEs, as Borrowers, PNC Bank, National Association, as Administrative Agent and a Lender, PNC Capital Markets LLC, as Structuring Agent and Sustainability Agent, and certain lenders from time to time party thereto (such agreement, as amended, the “Receivables Financing Agreement”). Capitalized terms not defined herein shall have the meanings set forth in the Receivables Financing Agreement.
The Amendment extends the maturity date of accounts receivable securitization program established under the Receivables Financing Agreement (the “Accounts Receivable Securitization Program”) to October 1, 2029. Additionally, the Amendment provides additional flexibility for eligibility of certain receivables under the Accounts Receivable Securitization Program.
The Administrative Agent and its affiliates perform various financial advisory, investment banking and commercial banking services from time to time for Lamar Media and its affiliates, for which they receive customary fees. The Administrative Agent is a lender under Lamar Media’s senior credit facility, for which they receive customary fees and expense reimbursement in connection therewith.
The description above is qualified in its entirety by the Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Eighth Amendment to the Receivables Financing Agreement, dated as of October 1, 2026, among Lamar Media, as Initial Servicer, the SPEs, as Borrowers, and PNC Bank, National Association, as Administrative Agent and a Lender. | |
| 104 | Cover Page Interactive Data File - (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
| Date: October 6, 2026 | LAMAR ADVERTISING COMPANY | |||||
| By: | /s/ Jay L. Johnson | |||||
| Jay L. Johnson | ||||||
| Executive Vice President, Chief Financial Officer, and Treasurer | ||||||
| Date: October 6, 2026 | LAMAR MEDIA CORP. | |||||
| By: | /s/ Jay L. Johnson | |||||
| Jay L. Johnson | ||||||
| Executive Vice President, Chief Financial Officer, and Treasurer | ||||||