UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM 8-K

__________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~August~~September 2124, 2025

_________________________

OUTFRONT Media Inc.

(Exact name of registrant as specified in its charter)

__________________________

Maryland

001-36367

46-4494703

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)


90 Park Avenue, 9th Floor
New York,	New York	10016
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 297-6400

__________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01, par value	OUT	New York Stock Exchange
Common Stock, $0.01 par value	OUT	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company			☐

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 51.~~02.~~01 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~Appointment~~On September 24, 2025, OUTFRONT Media Inc. (the “Company”), along with its wholly-owned subsidiaries, Outfront Media Capital LLC and Outfront Media Capital Corporation (together, the “Borrowers”), and the other guarantors party thereto (together with the Company, the “Guarantors”), entered into a credit agreement, dated as of ~~Chief~~September ~~Executive~~24, ~~Officer~~2025 (the “Credit Agreement”), with Wells Fargo Bank, National Association, as administrative agent, collateral agent, swing line lender and an L/C issuer, and the other lenders party thereto from time to time, to refinance the Company’s existing senior secured credit facilities (the “Refinancing”).

OnThe ~~August~~Credit 21Agreement provides for an aggregate borrowing amount of $1.0 billion, ~~2025~~consisting of a $500.0 million revolving credit facility (the “~~Effective~~Revolving ~~Date~~Credit Facility”), ~~the~~and ~~Board~~a of$500.0 ~~Directors~~million term loan (the “~~Board~~Term Loan”). ofThe ~~OUTFRONT~~Revolving ~~Media~~Credit ~~Inc~~Facility will mature on September 24, 2030, and the Term Loan will mature on September 24, 2032. (The proceeds from the ~~“Company”)~~Revolving ~~appointed~~Credit ~~Nicolas~~Facility ~~Brien~~and asthe Term Loan will be used to repay in full all outstanding obligations under the Company’s ~~Chief~~existing ~~Executive~~senior ~~Officer~~secured ~~(the~~credit ~~“CEO”)~~facilities, ~~effective~~to aspay offees ~~the~~and ~~Effective~~expenses ~~Date. Mr.~~in ~~Brien~~connection ~~will~~with ~~continue~~the Refinancing, to ~~serve~~repay asall or a ~~member~~portion of the ~~Board~~outstanding borrowings under the Company’s accounts receivable securitization facility, and for general corporate purposes.

~~Mr.~~Borrowings ~~Brien,~~under ~~age 63, has served on~~ the ~~Board~~Revolving ~~since~~Credit ~~October~~Facility ~~2014~~ and as the ~~Company’s~~Term ~~Interim~~Loan ~~Chief~~bear ~~Executive~~interest ~~Officer since February 2025. Mr. Brien has held senior leadership roles~~ at ~~some~~a ofrate ~~the~~equal ~~most~~to ~~influential~~SOFR ~~global~~(as ~~organizations~~defined in the ~~advertising,~~Credit ~~media,~~Agreement) ~~advertising~~or ~~technology and digital marketing industries, where he was responsible for leading~~ the ~~organizations~~Base ~~through~~Rate ~~periods of rapid expansion and change. He served~~ (as ~~Chief~~defined ~~Executive~~in ~~Officer~~the ofCredit ~~Enthusiast~~Agreement) ~~Gaming~~plus ~~Holdings~~an ~~Inc.,~~applicable amargin ~~gaming~~ranging ~~media and entertainment company,~~ from ~~March 2023 to January 2024~~1.25% ~~Previously, he served as Chief Executive Officer of Amobee, Inc., an advertising technology company, from July 2021~~ to ~~October 2022~~1.75% Hefor ~~served~~SOFR asborrowings ~~Chief~~(or ~~Executive Officer, the Americas and U~~1.~~S.,~~00% ofless ~~Dentsu~~for ~~Aegis~~Base ~~Network~~Rate ~~Ltd.,~~borrowings) ~~one~~ of the ~~world’s~~Revolving ~~largest~~Credit ~~advertising,~~Facility ~~media~~ and ~~digital marketing agencies,~~ from ~~August~~1.75% ~~2017~~ to ~~December 2019, and as a consultant to Dentsu Aegis Network Ltd~~2.00% ~~from~~for ~~January~~SOFR ~~2020~~borrowings to(or ~~March 2020~~1.00% Heless ~~also~~for ~~served~~Base asRate ~~the~~borrowings) ~~Chief Executive Officer~~ of ~~iCrossing,~~the aTerm ~~subsidiary of Hearst Corporation~~Loan, ~~and~~subject asto ~~President~~adjustments ofbased ~~Hearst~~on ~~Magazines~~the ~~Marketing~~Company’s ~~Services,~~Consolidated aNet ~~division~~Secured ofLeverage ~~Hearst~~Ratio ~~Corporation, from March 2015 to July 2017. Prior to that, he served~~ (as ~~Chairman~~defined ~~and~~in ~~Chief~~the ~~Executive~~Credit ~~Officer~~Agreement) ofor ~~McCann~~the ~~Worldgroup~~Company’s ~~from~~credit ~~April 2010 through November 2012~~ratings, ~~and as Chief Executive Officer of IPG Mediabrands from 2008 to 2010~~respectively. ~~Mr. Brien also served as Chief Executive Officer of Universal McCann from 2005 to 2008.~~

~~There~~The isRevolving noCredit ~~arrangement~~Facility orand ~~understanding~~the ~~with~~Term ~~any~~Loan ~~person~~are ~~pursuant~~senior tosecured ~~which~~obligations ~~Mr.~~of ~~Brien was appointed as~~ the ~~CEO. In addition~~Borrowers, ~~there~~ are noguaranteed ~~family~~on ~~relationships~~a ~~between~~senior ~~Mr.~~secured ~~Brien~~basis ~~and~~by ~~any director or executive officer of~~ the ~~Company~~Guarantors, and ~~there~~ are nosecured ~~transactions~~by ~~between~~liens ~~Mr.~~on ~~Brien~~substantially ~~and~~all of the ~~Company~~assets ~~requiring~~of ~~disclosure~~the ~~under~~Borrowers ~~Item~~and ~~404~~the ~~of Regulation S-K~~Guarantors.

InThe ~~connection~~Credit ~~with~~Agreement ~~Mr.~~contains ~~Brien’s~~customary ~~appointment,~~affirmative ~~the~~and ~~Company~~negative ~~entered into an employment agreement with him~~covenants, ~~dated~~subject asto ofcertain ~~the Effective Date (the “Employment Agreement”)~~exceptions, ~~which~~including ~~provides~~but ~~for~~not ~~his~~limited ~~employment~~to asthose ~~the~~that ~~CEO~~restrict ~~from~~ the ~~Effective Date until the earlier of Mr. Brien~~Company’s ~~death~~and orits ~~disability, or Mr. Brien~~subsidiaries’s ~~termination.~~abilities ~~Mr. Brien will receive an annual base salary of $1,000,000 and will be eligible~~ to ~~receive an annual cash bonus with an annual bonus target opportunity equal to 100% of his base salary~~ (~~subject to proration for 2025~~i), ~~each~~pay ~~subject~~dividends to review and increase at the discretion of the Compensation Committee (the “Committee”) of the Board. Mr. Brien is also eligible to receive annual grants of long-term equity incentive compensation as determined by the Committee based on ~~a target value of $5~~,~~000,000,~~ ~~commencing~~repurchase inor ~~2026. On~~make adistributions ~~one-time basis, $2,000,000 of Mr. Brien’s $5,000,000 long-term equity incentive award will be granted as soon as practicable following the Effective Date~~ in ~~the~~respect ~~form of a performance-based restricted share unit award tied~~ to the Company’s ~~stock~~or ~~price~~its ~~performance over a three~~wholly-~~year~~owned ~~period (the “One-Time Performance Award”)~~subsidiary, ~~with~~Outfront ~~the~~Media ~~remaining~~Capital ~~portion of the award being granted in 2026 as determined by the Committee. In addition~~LLC’s, ~~Mr.~~capital ~~Brien~~stock ~~will~~or bemake ~~granted~~other ~~a separate one-time~~ restricted ~~share~~payments ~~unit~~other ~~award~~than ~~with~~dividends aor ~~value~~distributions ofnecessary ~~$1,000,000~~for ~~that~~us ~~will~~to bemaintain ~~granted~~our asreal ~~soon~~estate asinvestment ~~practicable~~trust ~~following~~status ~~the Effective Date~~ and/or ~~vests~~avoid onincurring ~~the~~taxes, ~~earlier~~subject ofto ~~the~~certain ~~third~~conditions ~~anniversary~~and ofexceptions, ~~the~~(ii) ~~grant~~enter ~~date~~into ~~and~~agreements ~~the~~restricting ~~date~~certain ~~on which Mr. Brien~~subsidiaries’s ~~employment~~ability isto ~~terminated~~pay bydividends ~~the~~or ~~Company~~make ~~without~~other ~~“Cause”~~intercompany or bythird-party ~~him~~transfers, ~~for~~and ~~“Good Reason”~~ (asiii) ~~those~~incur ~~terms~~additional ~~are~~indebtedness ~~each~~or ~~defined~~grant inadditional ~~the Employment Agreement)~~liens. The ~~terms~~Revolving ~~and~~Credit ~~conditions~~Facility ofalso ~~any~~requires ~~long-term~~that ~~equity~~we ~~incentive~~maintain ~~compensation~~a ~~awarded~~Consolidated toNet ~~Mr.~~Secured ~~Brien~~Leverage ~~are~~Ratio ~~set~~of ~~forth~~no ingreater ~~the~~than ~~OUTFRONT~~4.5 ~~Media~~to ~~Inc~~1.0 ~~Amended and Restated Omnibus Stock Incentive Plan~~ (~~the~~subject ~~“Plan”)~~to ~~and~~potential ~~the~~ acquisition-related ~~equity award terms and conditions~~adjustments). ~~In addition, Mr. Brien will be entitled to participate in arrangements for benefits, business expenses and perquisites generally available to our other senior executives of the Company.~~

InThe ~~the~~Credit ~~event~~Agreement ~~Mr.~~also ~~Brien’s~~contains ~~employment~~customary isevents ~~terminated~~of ~~by the Company without “Cause” or by him for “Good Reason” (as those terms are each defined in the Employment Agreement)~~default, ~~Mr.~~including ~~Brien~~failure ~~is entitled~~ to ~~receive~~make ~~the~~required ~~following~~ payments, ~~subject~~failure to ~~Mr.~~comply ~~Brien~~with ~~executing~~certain aagreements ~~general~~or ~~release:~~covenants, ~~(1)~~failure ~~a cash severance amount equal~~ to ~~the~~pay ~~sum~~or ofacceleration ~~12 months~~ of ~~his~~certain ~~annual salary and his annual target cash bonus; (2) a prorated cash bonus for services rendered; (3) Company-paid medical and dental benefits for up to 12 months; (4)~~ other ~~than~~indebtedness, ~~with~~failure ~~respect~~ to ~~the~~pay ~~One-Time~~certain ~~Performance Award~~judgments, ~~accelerated~~certain ~~vesting~~events of ~~restricted~~bankruptcy ~~share~~and ~~unit~~insolvency, ~~awards~~ and ~~performance-based~~certain ~~restricted~~failures ~~share~~or ~~unit~~repudiations ~~awards~~of ~~that would have vested during the 12-month period following Mr~~guarantees. ~~Brien’s~~An ~~termination~~event of ~~employment,~~default ~~subject~~under to the ~~satisfaction~~Credit ofAgreement ~~any~~will ~~performance-based~~allow ~~conditions~~either ~~applicable~~the lenders to ~~such~~accelerate, ~~awards;~~or ~~and~~in ~~(5)~~certain ~~accelerated~~cases, ~~vesting~~will ofautomatically acause ~~prorated~~the ~~portion~~acceleration of, the ~~One-Time~~outstanding ~~Performance~~amounts ~~Award~~due ~~based~~under on the ~~tenure~~Revolving ofCredit ~~Mr.~~Facility ~~Brien’s service during the three-year performance period~~ and/or the ~~Company’s~~Term ~~stock price performance prior to the applicable termination during the three-year performance period~~Loan.

The ~~Employment~~foregoing ~~Agreement~~description ~~also~~of ~~contains~~the ~~restrictive~~Credit ~~covenants~~Agreement ~~imposing~~does ~~non-competition~~not ~~and~~purport ~~non-disparagement~~to ~~obligations,~~be ~~restricting solicitation of employees~~complete, ~~protecting confidential information~~ and ~~ownership~~is ofqualified ~~work product and requiring cooperation~~ in ~~litigation,~~its asentirety ~~well~~by asreference ~~other~~to ~~covenants,~~the ~~during~~full ~~his~~text ~~employment~~of ~~and for specified periods after~~ the ~~termination~~Credit ~~of his employment. Further~~Agreement, ~~the~~a ~~Employment~~copy ~~Agreement~~of ~~provides~~which ~~for~~is ~~indemnification~~filed byas ~~the~~Exhibit ~~Company~~10.1 to ~~the~~this ~~fullest~~Current ~~extent~~Report ~~permitted~~on byForm ~~law~~8-K and ~~the~~is ~~Company’s~~incorporated ~~charter~~herein ~~and~~by ~~the Company’s Amended and Restated Bylaws against~~ reference.

~~liabilities,~~Item ~~losses, judgments, fines, penalties, amounts paid in settlement and reasonable expenses, including attorneys’ fees, incurred by Mr~~2.03 ~~Brien~~Creation inof ~~connection~~a ~~with~~Direct ~~his~~Financial ~~service for the Company~~Obligation.

The ~~foregoing~~information ~~description~~set ~~does~~forth ~~not~~under ~~purport~~Item to1.01 ~~be complete and is qualified in its entirety by reference to the full text~~ of ~~the Employment Agreement, a copy of which is filed as Exhibit 10.1 to~~ this Current Report on Form 8-K, ~~and~~ is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~August~~September 2124, 2025, ~~Michael~~the ~~Barrett~~Company ~~and~~granted ~~Nicolle~~a ~~Pangis~~one-time ~~were~~long-term ~~elected~~equity incentive award to ~~the~~Matthew ~~Board~~Siegel, ~~effective~~the asCompany’s ofExecutive ~~August~~Vice 21President and Chief Financial Officer, ~~2025~~in the amount of $400,000 ~~for~~and in the form of a ~~term~~performance-based ~~expiring~~restricted atshare unit award tied to the Company’s ~~2026~~common ~~Annual~~stock ~~Meeting~~price ofperformance ~~Stockholders,~~over ora ~~until~~three-year ~~his~~period or(the ~~her~~“One-Time ~~earlier~~Performance ~~resignation~~Award”). If orthe ~~removal~~performance ~~from~~conditions ~~the~~are ~~Board. Additionally~~satisfied, ~~Ms.~~the ~~Pangis~~One-Time Performance Award will ~~serve~~cliff asvest aon ~~member~~the earlier of the ~~Compensation~~third ~~Committee~~anniversary of the ~~Board,~~grant date and ~~Mr.~~the ~~Barrett~~date ~~will~~on ~~serve~~which asMr. aSiegel’s ~~member~~employment ofis terminated by the ~~Nominating~~Company ~~and~~without ~~Governance~~“Cause” ~~Committee~~or ofby ~~the~~him ~~Board,~~for ~~effective~~“Good Reason” (as ofthose ~~August~~terms ~~21,~~are ~~2025~~each defined in his employment agreement). The

~~There~~terms isand noconditions ~~arrangement~~of orthe ~~understanding~~One-Time ~~with~~Performance ~~any~~Award ~~person~~are ~~pursuant~~set toforth ~~which~~in ~~either~~the ~~Mr.~~OUTFRONT ~~Barrett~~Media ~~or Ms~~Inc. ~~Pangis~~Amended ~~were~~and ~~appointed~~Restated asOmnibus aStock ~~member~~Incentive ofPlan and the ~~Board.~~related ~~There~~equity award terms and conditions, and are nosubstantially ~~transactions~~similar ~~between~~to ~~each~~the terms and conditions of ~~Mr.~~the ~~Barrett~~one-time ~~and~~performance ~~Ms.~~award ~~Pangis~~granted ~~and~~to the Company’s ~~that~~Chief ~~would~~Executive beOfficer, ~~reportable~~which ~~under~~was ~~Item~~previously ~~404(a)~~disclosed ofin ~~Regulation~~the SCompany’s Current Report on Form 8-K filed on August 21, 2025.

In accordance with the Company’s compensation policy for non-employee directors as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 21, 2025, each of Mr. Barrett and Ms. Pangis will receive an annual cash retainer of $82,500 for service on the Board and $10,000 for service on their respective Board committees, as well as an annual equity grant under the Plan in the form of restricted share units valued at $145,000 (subject to proration). In addition, the Company will enter into its standard form of indemnification agreement with each of Mr. Barrett and Ms. Pangis. A form of indemnification agreement was previously filed with the SEC on February 18, 2014 as Exhibit 10.5 to the Company’s Registration Statement on Form S-11 (File No. 333-189643).


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed herewith:

ExhibitNumber						Description
10.1						~~Employment~~Credit Agreement, ~~between~~dated ~~OUTFRONT~~as ~~Media~~of ~~Inc.~~September 24, 2025, by and ~~Nicolas~~among ~~Brien~~Outfront Media Capital LLC, ~~dated~~Outfront asMedia ofCapital ~~August~~Corporation, 21the guarantors party thereto, ~~2025~~Wells Fargo Bank, National Association, and the other lenders party thereto from time to time.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

EXHIBIT INDEX

ExhibitNumber						Description
10.1						~~Employment~~Credit Agreement, ~~between~~dated ~~OUTFRONT~~as ~~Media~~of ~~Inc.~~September 24, 2025, by and ~~Nicolas~~among ~~Brien~~Outfront Media Capital LLC, ~~dated~~Outfront asMedia ofCapital ~~August~~Corporation, 21the guarantors party thereto, ~~2025~~Wells Fargo Bank, National Association, and the other lenders party thereto from time to time.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

OUTFRONT MEDIA INC.

By:

/s/ Matthew Siegel

Name:

Matthew Siegel

Title:

Executive Vice President and

Chief Financial Officer

Date: ~~August~~September 2124, 2025

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