Clear Channel Outdoor Hldgs In SEC Filings

CCO reported proposed sales of Common Stock under Form 144. The filing lists broker-Dealer entries including JonesTrading with 2,500,000 shares ($6,025,000) and other broker entries of 900 shares ($2,169) and 303,271 shares ($730,883). The filing also records a recent sale by Legion Partners Asset Management of 23,435,796 shares for $56,259,972 on 06/09/2026.

The table shows some securities were acquired by open-market purchases and vested restricted stock units (compensation). Transaction methods and exact timing vary by row; proceeds recipients and any transfer restrictions are as listed in the filing entries.

Clear Channel Outdoor Holdings, Inc. director-affiliated entities reported large open-market sales of common stock. Investment funds associated with Legion Partners sold a combined 23,435,796 shares at an average price of $2.4006 per share.

After the transactions, Legion Partners, L.P. I held 2,107,996 shares, Legion Partners, L.P. II held 187,371 shares, and Legion Partners Special Opportunities, L.P. XVI held 204,633 shares. Raymond T. White also reported 394,274 shares held directly and 900 shares held indirectly through Legion Partners Holdings, LLC, with complex relationships disclosed in the footnotes and each reporting person disclaiming beneficial ownership beyond their pecuniary interest.

Legion Partners and its affiliates filed an amended Schedule 13D for Clear Channel Outdoor Holdings, Inc. reporting a much smaller ownership stake. The group now reports beneficial ownership of up to approximately 0.6% of Clear Channel Outdoor’s common stock through various funds and entities, including Legion Partners I, Legion Partners II, Legion Partners Special Opportunities XVI, Legion Partners Asset Management and Legion Partners Holdings, along with Christopher S. Kiper and Raymond T. White.

The percentages are based on 508,983,506 shares outstanding as of May 1, 2026. The filing also explains that 394,274 restricted stock units granted to director Raymond T. White, including 312,685 that have vested or vest within 60 days, are economically attributed to Legion Partners Asset Management because White serves on the board as its representative. As of June 9, 2026, the reporting persons state they no longer beneficially own more than 5% of Clear Channel Outdoor’s outstanding shares.

Clear Channel Outdoor Holdings, Inc. entered into a Third Amendment to its asset-based lending credit agreement, conditional on closing its previously announced merger with Madison Parent Inc. The amendment extends the credit facility’s maturity to five years from the amendment’s effective date and increases revolving credit commitments from $200,000,000 to $250,000,000.

The borrowing base is revised to expand eligible accounts, and new flexibility is added to permit qualified securitization financings. The amendment also changes the “Change of Control” definition so that the merger will not trigger a default, allowing the company to maintain this key financing after it becomes a wholly owned subsidiary of Madison Parent.

Clear Channel Outdoor Holdings, Inc. stockholders approved the company’s pending acquisition by an investor consortium advised by Mubadala Capital, in partnership with TWG Global, at a special meeting held on May 12, 2026. The merger will combine the company with Madison Merger Sub Inc., leaving Clear Channel as a wholly owned subsidiary of Madison Parent Inc.

As of the April 6, 2026 record date, there were 506,416,345 shares outstanding, and 411,434,631 shares were present or represented by proxy, a quorum of about 81.24%. The merger proposal received 410,785,278 votes for, with minimal opposition, and an advisory, non-binding vote also approved the merger-related compensation for named executive officers. The filing also highlights numerous risks that could still prevent or delay closing, including failure to obtain regulatory approvals, potential termination of the merger agreement, litigation, business restrictions during the merger process, and retention challenges for key personnel and customers.

Clear Channel Outdoor reported a first‑quarter 2026 net loss attributable to the company of $48.6 million, compared with a profit a year earlier that was boosted by large gains on asset sales. Revenue from continuing operations rose 11.9% to $373.9 million, led by growth in the America and Airports segments and strong digital advertising demand, including Super Bowl‑related activity in the San Francisco Bay Area.

Segment Adjusted EBITDA from continuing operations increased to $127.3 million, while the company remained highly leveraged with $5.1 billion of debt and $201.6 million of cash, including discontinued operations. Management highlighted a pending all‑cash take‑private merger at $2.43 per share and a planned €115 million sale of its Spain business, with anticipated proceeds targeted to reduce debt, subject to the merger outcome.

Clear Channel Outdoor Holdings reported first-quarter 2026 results and updated progress on its pending take-private merger. The investor consortium led by Mubadala Capital and TWG Global has agreed to acquire all outstanding shares for $2.43 per share in cash, with closing expected by the end of the third quarter of 2026, subject to stockholder and regulatory approvals. A special stockholder meeting is set for May 12, 2026, and the Hart-Scott-Rodino waiting period expired on April 9, 2026.

For the quarter ended March 31, 2026, revenue rose to $373.9 million, up 11.9% from 2025, driven by 9.6% growth in America and 19.1% growth in Airports. Loss from continuing operations narrowed to $49.4 million, while Adjusted EBITDA increased 31.0% to $103.8 million. AFFO improved to a positive $6.5 million from a loss a year earlier. The company ended the quarter with $182.4 million of cash and $5.1 billion of total debt and expects to pay about $308 million of cash interest for the remainder of 2026 and $391 million in 2027. In light of the pending merger, the company is not hosting an earnings call or providing financial guidance.

Clear Channel Outdoor Holdings, Inc. executive Lynn Feldman reported equity-based compensation activity involving performance and restricted stock units. On April 29, 2026, Feldman acquired 196,078 shares of common stock at $0.00 per share upon satisfaction of performance criteria for performance stock units.

On the same date, the company withheld 224,446 shares at $2.40 per share to cover tax obligations related to the vesting of these performance stock units, which is a non-market, tax-withholding disposition. Feldman also received a grant of 458,333 restricted stock units, which vest in full on April 29, 2027, bringing direct holdings to 2,009,674 common shares after these transactions.