Form 8-K - Current report

0001579877FALSE00015798772025-01-082025-01-08

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): January 8, 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: [phone]

__________________________

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

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.     ☐    

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Item 8.01			Other Events.

On January 8, 2025, OUTFRONT Media Inc. (the “Company”) announced a 1-for-1.024549 reverse stock split on the Company’s common stock, $0.01 par value per share (the “Common Stock”), such that every holder of Common Stock will receive one share of Common Stock for every 1.024549 shares of Common Stock outstanding as of January 17, 2025 (the “Reverse Stock Split”). The Reverse Stock Split is scheduled to take effect on January 17, 2025.

As previously disclosed, the Company’s board of directors approved the Reverse Stock Split to offset the dilutive impact of the Common Stock portion of a special dividend that was paid by the Company on December 31, 2024 (the “Special Dividend”). As a result of the Reverse Stock Split, the number of outstanding shares of Common Stock as of January 17, 2025, will be reduced from approximately 170,060,678 to approximately 165,985,890, which is substantially similar to the outstanding shares of Common Stock prior to the Special Dividend. The Company’s authorized shares of Common Stock and par value of each share of Common Stock will remain unchanged. Trading in the Company’s Common Stock on a split adjusted basis is expected to begin at the market open on January 17, 2025. The Company’s Common Stock will continue trading on the New York Stock Exchange under the symbol “OUT” but under a new CUSIP number 69007J-304. Cash will be paid in lieu of fractional shares.

    

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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: January 8, 2025

                        

Cover Page	Jan. 08, 2025
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 08, 2025
Exact name of registrant as specified in its charter	OUTFRONT Media Inc.
State or other jurisdiction of incorporation	MD
Commission File Number	001-36367
I.R.S. Employer Identification Number	46-4494703
Entity Address, Address Line One	90 Park Avenue, 9th Floor
Entity Address, City or Town	New York,
Entity Address, State or Province	NY
Zip Code	10016
City Area Code	212
Registrant's telephone number	297-6400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01, par value
Trading Symbol	OUT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001579877
Amendment Flag	false

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