Stock-Based Compensation

9 Months Ended

Sep. 30, 2025

Share-Based Payment Arrangement [Abstract]

Equity Incentive Plan. Lamar 1996 Equity Incentive Plan, as amended, (the “1996 Plan”) has reserved 17.5 million shares of Class A common stock for issuance to directors and employees, including shares underlying granted options and common stock reserved for issuance under its performance-based incentive and LTIP unit program. Options granted under the 1996 plan expire ten years from the grant date with vesting terms ranging from three to five years which primarily include 1) options that vest in one-fifth increments beginning on the grant date and continuing on each of the first four anniversaries of the grant date and 2) options that cliff-vest on the fifth anniversary of the grant date. All grants are made at fair market value based on the closing price of our Class A common stock as reported on the Nasdaq Global Select Market on the date of grant.

We use a Black-Scholes-Merton option pricing model to estimate the fair value of share-based awards. The Black-Scholes-Merton option pricing model incorporates various and highly subjective assumptions, including expected term and expected volatility. The Company had 59,000 granted options of its Class A common stock during the nine months ended September 30, 2025. At September 30, 2025 a total of 1,171,304 shares were available for future grant.

Stock Purchase Plan. On May 30, 2019, our shareholders approved Lamar Advertising’s 2019 Employee Stock Purchase Plan (the “2019 ESPP”). The number of shares of Class A common stock available for issuance under the 2019 ESPP was automatically increased by 87,976 shares on January 1, 2025 pursuant to the automatic increase provisions of the 2019 ESPP.

The following is a summary of 2019 ESPP share activity for the nine months ended September 30, 2025:


			Shares
Available for future purchases, January 1, 2025			204,528
Additional shares reserved under 2019 ESPP			87,976
Purchases			(99,145)
Available for future purchases, September 30, 2025			193,359

Stock compensation. Unrestricted shares of our Class A common stock may be awarded to key officers, employees and directors under the Incentive Plan. The number of shares to be issued, if any, is generally dependent on the level of achievement of performance measures for key officers and employees, as determined by the Company’s Compensation Committee based on our 2025 results. Any shares issued based on the achievement of performance goals will be issued in the first quarter of 2026. The shares subject to these awards can range from a minimum of 0% to a maximum of 120% of the target number of shares depending on the level at which the goals are attained. Under the Incentive Plan, the Company's Compensation Committee may also award additional shares in its discretion based on other factors, which awards, if any, will also be issued in the first quarter of 2026. For the three months ended September 30, 2025 and 2024, the Company recorded $3,611 and $6,481, respectively, as stock-based compensation expense. For the nine months ended September 30, 2025 and 2024, the Company recorded $13,184 and $21,299, respectively, as stock-based compensation expense.

LTIP Units. In addition to stock compensation, the Company may issue LTIP Units of Lamar LP, a subsidiary of the Company and Lamar Media, to certain officers, employees and directors under the Incentive Plan of the Company. Such LTIP Units are subject to vesting and forfeiture conditions based on performance criteria approved by the Compensation Committee. The Compensation Committee may also make discretionary grants of LTIP Units based on other factors. LTIP Units are a class of units intended to qualify as “profits interests” of Lamar LP. The LTIP Units convert into Common Units of Lamar LP upon the occurrence of certain events. Common Units are redeemable by the holder 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 the Company's Class A common stock in exchange for Common Units tendered for redemption. During the nine months ended September 30, 2025, 22,000 Common Units (which had originally been issued as LTIP Units) were redeemed for the Company's Class A common stock. As of September 30, 2025, Lamar LP has a total of 358,800 LTIP Units issued and outstanding to the Company’s executive officers, of which 238,800 LTIP units have vested. For the three months ended September 30, 2025 and 2024, the Company recorded $2,451 and $4,389, respectively, as stock-based compensation expense related to these LTIP Units. For the nine months ended September 30, 2025 and 2024, the Company recorded $7,073 and $11,952, respectively, as stock-based compensation expense related to these LTIP Units.

Restricted stock compensation. Annually, each non-employee director automatically receives a restricted stock award of our Class A common stock upon election or re-election. The awards vest 50% on the grant date and 50% on the last day of the directors' one year term. For the three months ended September 30, 2025 and 2024, the Company recorded $100 for each period in stock-based compensation expense related to these awards. For the nine months ended September 30, 2025 and 2024, the Company recorded $637 and $671, respectively, in stock-based compensation expense related to these awards.