Stock-Based Compensation

9 Months Ended

Sep. 30, 2025

Share-Based Payment Arrangement [Abstract]

In the first quarter of 2025, the Company updated its long-term equity incentive compensation program for the Company’s executive officers and certain other employees by adding a relative total shareholder return (“TSR”) financial measure and removing adjusted funds from operations as a financial measure for the allocation and calculation of performance-based restricted share units (“PRSUs”) awards. The Company modified the vesting schedule for the PRSU awards as well. Accordingly, the Company’s annual long-term equity incentive compensation awards for these employees will be allocated as follows going forward: (i) 60% PRSUs, which contain market and service conditions, (1) with 60% of the awards earned based on one-year Adjusted OIBDA (as defined below) performance, subject to ratable vesting over a three-year period following the grant date, and (2) 40% earned based on the Company’s TSR relative to the TSRs of the companies in a custom peer group based on a three-year performance period from January 1, 2025 to December 31, 2027, subject to cliff vesting in full on the third anniversary of the award grant date; and (ii) 40% time-based restricted share units (“RSUs"), which only contain a service condition, subject to ratable vesting over a three-year period following the grant date. The number of PRSUs eligible to vest will range from 0% to 120% or 0% to 200% of target based on the Company’s Adjusted OIBDA performance and the Company’s relative TSR performance, as applicable. Monte Carlo method simulation has been used to estimate the grant date fair value of the PRSUs that have a market condition.

In addition, in the first quarter of 2025, the Company granted one-time grants of PRSUs to certain executive officers and other employees to, among other things, address the change in vesting periods of the PRSU awards, from PRSU awards that had one-year determination periods in 2024 to PRSU awards that had a combination of one-year and three-year determination periods in 2025. The terms and conditions of these PRSU grants are substantially similar to those of the PRSU grants described above, except that the Company’s TSR relative to the TSRs of the companies in a custom peer group will be measured over a two-year performance period from January 1, 2025 to December 31, 2026, and these PRSU grants will cliff vest in full on the second anniversary of the award grant date. Monte Carlo method simulation has been used to estimate the grant date fair value of these one-time PRSU grants.

On September 4, 2025 and September 24, 2025, the Company granted one-time PRSU awards to each of Nicolas Brien, the Company’s Chief Executive Officer, and Matthew Siegel, the Company’s Executive Vice President and Chief Financial Officer, in the amounts of $2,000,000 and $400,000, respectively. The PRSUs are tied to the Company’s common stock price performance over a three-year performance period. If the performance conditions are satisfied, the PRSUs will cliff vest on the earlier of the third anniversary of the respective grant dates and the dates on which Mr. Brien’s and/or Mr. Siegel’s respective employment is terminated by the Company without “Cause” or by Mr. Brien and/or Mr. Siegel for “Good Reason” (as those terms are each defined in Mr. Brien’s and Mr. Siegel’s respective employment agreements). The terms and conditions of the PRSUs are set forth in the OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan and the related equity award terms and conditions. In addition, on September 4, 2025, the Company granted a one-time RSU award to Mr. Brien with a value of $1,000,000. The RSUs cliff vest on the earlier of the third anniversary of the grant date and the date on which Mr. Brien’s employment is terminated by the Company without “Cause” or by him for “Good Reason” (as those terms are each defined in his employment agreement).

The following table summarizes our stock-based compensation expense for the three and nine months ended September 30, 2025 and 2024.


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(in millions)	2025		2024		2025		2024
Stock-based compensation expenses (RSUs and PRSUs), before income taxes	$	5.6	$	7.0	$	23.3	$	21.8
Tax benefit	(0.3)		(0.1)		(1.4)		(0.7)
Stock-based compensation expense, net of tax	$	5.3	$	6.9	$	21.9	$	21.1

As of September 30, 2025, total unrecognized compensation cost related to non-vested RSUs and PRSUs was $31.3 million, which is expected to be recognized over a weighted average period of 2.0 years.

RSUs and PRSUs

The following table summarizes activity for the nine months ended September 30, 2025, of RSUs and PRSUs issued to our employees.


	Activity	Weighted Average Per Share Grant Date Fair Market Value
Non-vested as of December 31, 2024	3,282,970	$	15.37
Granted:
RSUs	1,171,875	18.24
PRSUs	709,428	16.15
Vested:
RSUs	(1,216,155)	16.75
PRSUs	(515,308)	16.72
Forfeitures:
RSUs	(132,504)	17.25
PRSUs	(17,456)	18.33
Non-vested as of September 30, 2025	3,282,850	15.75