LAMR: Leadership change

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. At the 2026 Annual Meeting (as defined below) of Lamar Advertising Company (the “Company”), the Company’s stockholders approved an amendment and restatement of the Company’s 1996 Equity Incentive Plan to increase the number of shares of Class A Common Stock of the Company available for issuance under the plan by 2,000,000 shares from 17,500,000 to 19,500,000 shares and make certain other changes thereto. A copy of the Company’s 1996 Equity Incentive Plan, as amended and restated, is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02. The Company’s 1996 Equity Incentive Plan, as amended and restated, will be effective June 1, 2026. Additionally, at the 2026 Annual Meeting of the Company, the Company’s stockholders also approved an amendment and restatement of the Company’s 2019 Employee Stock Purchase Plan to increase the number of shares of Class A Common Stock of the Company available for issuance under the plan by 500,000 shares and make certain other changes thereto. A copy of the 2019 Employee Stock Purchase Plan, as amended and restated, is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02. Item 5.07 Submission of Matters to a Vote of Security Holders. On May 14, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). Only stockholders of record as of the close of business on March 16, 2026 were entitled to vote at the 2026 Annual Meeting. As of March 16, 2026, 87,021,456 shares of Class A Common Stock, 14,420,085 shares of Class B Common Stock, and 5,719.49