Lamar Advertising Company filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 23, 2025

 

LAMAR MEDIA CORP.

(Exact name of registrants as specified in its charter)

 

 

5321 Corporate Boulevard, Baton Rouge, Louisiana 70808

(Address of principal executive offices and zip code)

(225)

(Registrants’ telephone number, including area code)

 

Check the appropriate box below if the Form filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

 

 

Lamar Advertising Company securities registered pursuant to Section 12(b) of the Act:

 

Lamar Media Corp. securities registered pursuant to Section 12(b) of the Act: none

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule of the Securities Exchange Act of 1934 (17 CFR

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

On September 23, 2025, Lamar Advertising Company’s (the “”) direct wholly owned subsidiary Lamar Media Corp. (“”) entered into the Amendment No. 5, dated as of September 23, 2025 (the “”), to the Fourth Amended and Restated Credit Agreement dated February 6, 2020, by and among Lamar Media, as Borrower, the Company, Lamar Media’s subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and certain lenders from time to time party thereto (such agreement, as amended, the “”). Capitalized terms not defined herein shall have the meanings set forth in the Credit Agreement.

The Amendment establishes $700.0 million of Term B Loans (the “”) as a new class of incremental term loans. Lamar Media borrowed all $700.0 million in Term B Loans on September 23, 2025. Proceeds from the Term B Loans were used to repay $600.0 million in Term B Loans that were previously outstanding, with the remainder used to repay a portion of the outstanding balance on the revolving credit facility.

The Term B Loans will mature on September 23, 2032 (or if such day is not a Business Day, the next Business Day) and the entire principal amount of the Term B Loans then outstanding, together with all accrued and unpaid interest on the Term B Loans, will be due and payable on such date. The Term B Loans will bear interest at rates based on the Adjusted Term SOFR Rate (“”) or the Adjusted Base Rate (“”) at Lamar Media’s option. For purposes of the Term B Loans, the “Adjusted Term SOFR Rate” is a rate per annum equal to the Term SOFR Rate for the applicable interest period, 0.00%. Term Benchmark Term B Loans will bear interest a rate per annum equal to the Adjusted Term SOFR Rate plus 1.50% and Base Rate Term B Loans will bear interest at a rate per annum equal to the Adjusted Base Rate plus 0.50%. The guarantees, covenants, events of default and other material terms of the Credit Agreement, which remain unchanged by the Amendment, apply to the Term B Loans.

The Administrative Agent, the lenders under the Credit Agreement and each of their respective 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 description above is qualified in its entirety by the Amendment filed as Exhibit 10.1 to this Current Report on and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an 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

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.