UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 3.02 Unregistered Sales of Equity Securities.
On July 2, 2025, Lamar Advertising Limited Partnership (“Lamar LP”), the subsidiary operating partnership of Lamar Advertising Company (the “Company”) issued a total of 1,187,500 Common Units of Lamar LP (the “Common Units”). The Common Units were issued to the owners of Verde Outdoor as the consideration in connection with an acquisition, whereby the assets of Verde Outdoor were contributed to Lamar LP. The Verde Outdoor assets include more than 1,500 billboard faces across ten states.
Pursuant to the terms of the Limited Partnership Agreement of Lamar LP, the Common Units are redeemable by the holder after a holding period, which is generally twelve months, for a cash amount per Common Unit equal to the market value of an equivalent number of shares of common stock of the Company. At the Company’s option, in lieu of cash, the redemption obligation may be satisfied by issuing shares of Class A common stock of the Company in exchange for Common Units tendered for redemption.
None of the securities issued in the transaction, nor any of the securities that may be issuable upon the redemption thereof, have been registered under the Securities Act of 1933, as amended (the “Act”) or any state securities laws, and none of such securities may be offered and sold in the United States absent registration or an applicable exemption from registration. Issuance of the Common Units is exempt from the registration requirements of the Act by virtue of the exemptions provided for in Section 4(a)(2) of the Act and Rule 506(b) of Regulation D promulgated thereunder. Each of the recipients of the Common Units has represented that it is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D under the Act.
SIGNATURES
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.
| Date: July 8, 2025 | LAMAR ADVERTISING COMPANY | |||||
| By: | /s/ Jay L. Johnson | |||||
| Jay L. Johnson | ||||||
| EVP, Chief Financial Officer & Treasurer | ||||||