AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 23, 2025
REGISTRATION NO. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LAMAR ADVERTISING COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 72-1449411 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| Corporate Boulevard, Baton Rouge, LA | 70808 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
2019 Employee Stock Purchase Plan
(Full title of the plan)
Sean E. Reilly
Chief Executive Officer
Lamar Advertising Company
5321 Corporate Boulevard
Baton Rouge, Louisiana 70808
(Name and address of agent for service)
(225) 926-1000
(Telephone number, including area code, of agent for service)
Copy to:
Megan B. Foscaldi, Esq.
Troutman Pepper Locke LLP
111 Huntington Ave, 9th floor
Boston, MA 02199
617-239-0282
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Pursuant to General Instruction E to Form S-8, Lamar Advertising Company (the “Company”) incorporates by reference into this Registration Statement the contents of its registrations statements filed on Form S-8 on July 17, 2019 (File No. 333-232686) and March 29, 2023 (File No. 333-270945) relating to its 2019 Employee Stock Purchase Plan (the “Plan”), except as expressly modified herein.
The number of shares of Class A Common Stock of the Company available for delivery under the Plan is subject to an automatic annual increase on the first day of each fiscal year of the Company equal to the least of (i) 500,000 shares, (ii) one-tenth of one percent of the total number of shares of Class A Common Stock outstanding on the last day of the preceding fiscal year, and (iii) a lesser amount determined by the Board of Directors. This Registration Statement registers the 87,976 additional shares of Class A Common Stock resulting from the automatic annual increase for fiscal year 2025 and the 87,645 additional shares of Class A Common Stock resulting from the automatic annual increase for fiscal year 2024.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
EXHIBIT INDEX
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Baton Rouge, State of Louisiana, on December 23, 2025.
| LAMAR ADVERTISING COMPANY | ||
| By: | /s/ Sean E. Reilly | |
| Sean E. Reilly | ||
| President and Chief Executive Officer | ||
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Lamar Advertising Company, hereby severally constitute and appoint Sean E. Reilly and Jay L. Johnson, and each of them singly, our true and lawful attorneys-in-fact, with full power to them in any and all capacities, to sign any amendments to this Registration Statement on Form S-8 (including any post-effective amendments thereto), and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Lamar Advertising Company to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated.
| Signature |
Title |
Date | ||
| /s/ Sean E. Reilly Sean E. Reilly |
President and Chief Executive Officer (Principal Executive Officer) |
December 23, 2025 | ||
| /s/ Jay L. Johnson Jay L. Johnson |
Chief Financial Officer (Principal Financial and Accounting Officer) |
December 23, 2025 | ||
| /s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. |
Executive Chairman and Director | December 23, 2025 | ||
| /s/ Nancy Fletcher Nancy Fletcher |
Director | December 23, 2025 | ||
| /s/ John E. Koerner, III John E. Koerner, III |
Director | December 23, 2025 | ||
| /s/ Mitchell Landrieu Mitchell Landrieu |
Director | December 23, 2025 | ||
| /s/ Marshall A. Loeb Marshall A. Loeb |
Director | December 23, 2025 | ||
| /s/ Stephen P. Mumblow Stephen P. Mumblow |
Director | December 23, 2025 | ||
| /s/ Anna Reilly Anna Reilly |
Director | December 23, 2025 | ||
| /s/ Wendell Reilly Wendell Reilly |
Director | December 23, 2025 | ||
| /s/ Thomas V. Reifenheiser Thomas V. Reifenheiser |
Director | December 23, 2025 | ||
| /s/ Elizabeth Thompson Elizabeth Thompson |
Director | December 23, 2025 | ||