STOCK TITAN
  1. Home
  2. Sec-filings
  3. CCO
  4. [8-K] Clear Channel Outdoor Holdings, Inc. Reports Material Event

Clear Channel Outdoor (NYSE: CCO) posts Q1 2026 gains amid $2.43 take-private deal

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • Stronger operating performance: Q1 2026 revenue increased 11.9% to $373.9 million, Adjusted EBITDA rose 31.0% to $103.8 million, and AFFO swung to a positive $6.5 million from a $22.9 million loss, indicating improved profitability despite ongoing restructuring and transaction costs.

Negative

  • High leverage and interest burden: Total debt stands at $5.1 billion with net debt of about $4.9 billion. The company expects cash interest payments of approximately $308 million for the remainder of 2026 and $391 million in 2027, limiting financial flexibility even as operations improve.

Insights

Pending take‑private advances while operations improve, but leverage stays heavy.

The merger at $2.43 per share moves forward, with HSR clearance and a May 12, 2026 stockholder vote scheduled. Amendments to note indentures and credit facilities ensure the merger will not trigger change‑of‑control provisions once closed.

Operationally, revenue grew 11.9% to $373.9M and Adjusted EBITDA rose 31.0% to $103.8M, turning AFFO positive at $6.5M. This suggests better underlying profitability despite transaction costs tied to the merger and higher corporate expenses versus the prior year.

Leverage remains a key constraint: total debt is $5.1B, net debt about $4.9B, and projected cash interest is $308M for the rest of 2026 and $391M in 2027. Next material maturities begin in 2028, so the merger outcome and any post‑transaction refinancing decisions will be central for the capital structure.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q1 2026 revenue $373.9M Consolidated revenue, up 11.9% vs Q1 2025
Q1 2026 Adjusted EBITDA $103.8M Adjusted EBITDA, up 31.0% year over year
Loss from continuing operations $49.4M Q1 2026 loss from continuing operations
Q1 2026 AFFO $6.5M Adjusted Funds From Operations vs $(22.9)M in Q1 2025
Cash and cash equivalents $182.4M Balance as of March 31, 2026
Total debt $5.1B Long-term debt including current portion as of March 31, 2026
Merger cash consideration $2.43/share Cash price per common share in pending take-private merger
Projected cash interest 2027 $391M Estimated cash interest payments in 2027 based on capital structure
Adjusted EBITDA financial
"Adjusted EBITDA 3 | | | | | | | 103,847 | | | 79,257"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Adjusted Funds From Operations (AFFO) financial
"AFFO 3 | | | | | | | 6,538 | | | (22,863)"
Adjusted funds from operations (AFFO) is a cash-based measure used mainly for real estate companies that starts with net income and removes accounting items plus recurring maintenance costs to show the cash a property business actually generates for owners. Think of it like a household budget: after counting your income, AFFO subtracts routine upkeep and tenant turnover bills so investors can see the money likely available for dividends or reinvestment. It matters because it gives a clearer picture of sustainable cash flow than raw accounting profit.
Funds From Operations (FFO) financial
"FFO is defined in accordance with the National Association of Real Estate Investment Trusts"
Funds from operations (FFO) is a performance measure commonly used for real estate companies that adjusts net income by adding back non‑cash items like building depreciation and removing one‑time gains or losses from property sales, to show recurring operating earnings. Investors use FFO to judge a property portfolio’s ability to generate cash for dividends and growth — think of it as measuring a car’s regular fuel efficiency rather than its accounting value or one‑off resale price.
Term Loan Facility financial
"Term Loan Facility | August 2028 | | 425,000"
A term loan facility is a type of loan provided by a lender that is repaid over a set period of time, usually with fixed payments. It functions like a large, upfront loan that a borrower agrees to pay back gradually, often used to fund major investments or projects. For investors, understanding a company's use of such loans helps assess its financial stability and risk level.
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
"The applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976"
Committee on Foreign Investment in the United States regulatory
"including receipt of required stockholder and regulatory approvals, such as review by the Committee on Foreign Investment in the United States"
A U.S. government interagency committee that reviews foreign purchases or investments in American companies to determine whether they pose national security risks. Think of it as a national security checkpoint for deals: its approval, rejection, or conditions can change whether a transaction goes through, how quickly it closes, or what obligations the buyer must accept, so investors must factor potential review, delay, or forced changes into deal valuation and risk.
Revenue $373.9M +11.9% YoY
Loss from continuing operations $49.4M improved from $55.3M loss
Adjusted EBITDA $103.8M +31.0% YoY
AFFO $6.5M from $(22.9)M
Understanding 8-K Material Events →
0001334978false00013349782026-05-062026-05-06


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): May 6, 2026
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-32663
88-0318078
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
4830 North Loop 1604W, Suite 111
San Antonio, Texas 78249
(Address of principal executive offices)
Registrant's telephone number, including area code: (210) 547-8800
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:
☐ 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 classTrading
Symbol		Name of each exchange
on which registered
Common Stock, $0.01 par value per shareCCONew 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. o


Item 2.02    Results of Operations and Financial Condition    
On May 6, 2026, Clear Channel Outdoor Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information under this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01    Financial Statements and Exhibits
(d) Exhibits
Exhibit NumberDescription
99.1
Press Release issued by Clear Channel Outdoor Holdings, Inc. on May 6, 2026
104Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURES

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.

CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
Date:May 6, 2026By:
/s/ David Sailer
David Sailer
Chief Financial Officer


Exhibit 99.1
logo.jpg
Clear Channel Outdoor Holdings, Inc. Reports Results
for the First Quarter of 2026
----------------
San Antonio, TX, May 6, 2026 – Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) (the “Company”) today reported financial results for the quarter ended March 31, 2026.
Pending Take-Private Merger:
On February 9, 2026, the Company entered into a definitive agreement (the “Merger Agreement”) to be acquired by an investor consortium comprised of affiliates and/or certain investment funds advised by Mubadala Capital, in partnership with TWG Global (the “Merger”). Under the terms of the Merger Agreement, the consortium will acquire all outstanding shares of the Company’s common stock (subject to certain exceptions), with the Company’s common stockholders receiving $2.43 per share in cash.
The Merger is expected to close by the end of the third quarter of 2026, subject to the satisfaction of customary closing conditions, including receipt of required stockholder and regulatory approvals, such as review by the Committee on Foreign Investment in the United States. The applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired on April 9, 2026. Upon consummation of the Merger, the Company’s common stock will no longer be listed for trading on any public market.
In April 2026, the Company filed a definitive proxy statement with the Securities and Exchange Commission (“SEC”) relating to the Merger, and a special meeting of stockholders is scheduled to be held on May 12, 2026 (subject to adjournment or postponement) to consider and vote on the adoption of the Merger Agreement.
In light of the Merger, the Company will not host a public earnings conference call or webcast and is not providing financial guidance.
Financial Highlights:
Financial highlights for the first quarter of 2026 compared to the same period in 2025:
(In thousands)Three Months Ended
March 31,		%
Change
20262025
Consolidated revenue$373,864 $334,180 11.9 %
Loss from continuing operations
(49,447)(55,302)(10.6)%
Consolidated net income (loss)1,2
(47,994)63,213 NM
Adjusted EBITDA3
103,847 79,257 31.0 %
AFFO3
6,538 (22,863)NM
1Includes income from discontinued operations.
2Percentage changes that are not meaningful have been designated as “NM.”
3This is a non-GAAP financial measure. See “Supplemental Disclosures” section herein for additional information.
1

Results:
Revenue:
(In thousands)Three Months Ended
March 31,		%
Change
 20262025
Revenue:
America$278,487 $254,193 9.6 %
Airports95,226 79,983 19.1 %
Other151 4 
Consolidated Revenue$373,864 $334,180 11.9 %
Revenue for the first quarter of 2026 compared to the same period in 2025:
America: Revenue up 9.6%:
•Growth across multiple markets, led by the San Francisco/Bay Area, reflecting strong demand from technology advertisers and the impact of Super Bowl LX
•Higher print and digital billboard revenue, reflecting higher advertiser demand and new inventory; digital revenue up 10.7% to $99.3 million (from $89.6 million)
•National sales represented 31.1% of America revenue
Airports: Revenue up 19.1%:
•Strong performance at San Francisco International Airport, reflecting the impact of Super Bowl LX, higher demand from technology advertisers and increased conference activity
•Growth driven by both digital and print revenue; digital revenue up 20.0% to $59.1 million (from $49.3 million)
•National sales represented 58.4% of Airports revenue
Direct Operating and SG&A Expenses1:
(In thousands)Three Months Ended
March 31,		%
Change
 20262025
Direct operating and SG&A expenses:
America$173,962 $166,327 4.6 %
Airports72,300 65,670 10.1 %
Other432 194 
Consolidated Direct operating and SG&A expenses2
$246,694 $232,191 6.2 %
1“Direct operating and SG&A expenses” as presented throughout this earnings release refers to the sum of direct operating expenses and selling, general and administrative expenses.
2Includes restructuring and other costs of $0.2 million during the three months ended March 31, 2026.
Direct operating and SG&A expenses for the first quarter of 2026 compared to the same period in 2025:
America: Direct operating and SG&A expenses up 4.6%:
•Site lease expense up 4.9% to $92.6 million (from $88.3 million), driven by higher revenue
•Higher employee compensation from incentive-based pay and higher credit loss expense, partially offset by lower payment processing fees
Airports: Direct operating and SG&A expenses up 10.1%:
•Site lease expense up 10.2% to $56.5 million (from $51.2 million), reflecting higher minimum guaranteed payments under certain contracts and the renewal contract with the Metropolitan Washington Airports Authority
2

Segment Adjusted EBITDA1:
(In thousands)Three Months Ended
March 31,		%
Change
 20262025
America Segment Adjusted EBITDA$104,702 $87,871 19.2 %
Airports Segment Adjusted EBITDA22,926 14,313 60.2 %
1Segment Adjusted EBITDA is a GAAP financial measure calculated as Revenue less Direct operating expenses and SG&A expenses, excluding restructuring and other costs. See “Supplemental Disclosures” section herein for additional information.
Corporate Expenses:
(In thousands)Three Months Ended
March 31,		%
Change
 20262025
Corporate expenses1
$30,818 $19,780 55.8 %
Adjusted Corporate expenses2
23,500 22,737 3.4 %
1Includes restructuring and other costs (reversals), net, of $1.5 million and $(8.4) million during the three months ended March 31, 2026 and 2025, respectively.
2Adjusted Corporate expenses is a non-GAAP financial measure. See “Supplemental Disclosures” section herein for additional information, including for a reconciliation of Corporate expenses to Adjusted Corporate expenses.
Corporate expenses and Adjusted Corporate expenses for the first quarter of 2026 compared to the same period in 2025:
•Corporate expenses up 55.8%, primarily reflecting the non-recurrence of $9.9 million of insurance proceeds recognized in the prior-year period related to the ongoing process to recover certain amounts previously incurred in connection with a resolved legal matter
•Adjusted Corporate expenses up 3.4%, reflecting higher employee compensation related to insurance benefits
Capital Expenditures:
(In thousands)Three Months Ended
March 31,		%
Change
 20262025
Capital expenditures:
America$7,916 $9,819 (19.4)%
Airports3,734 2,234 67.1 %
Other
31 12 
Corporate877 1,166 (24.8)%
Consolidated capital expenditures$12,558 $13,231 (5.1)%
3

Markets and Displays:
As of March 31, 2026, we operated more than 64,400 print and digital out-of-home displays and had a presence in 81 U.S. Designated Market Areas (“DMAs”), including 43 of the top 50 U.S. markets.
Net digital displays added (removed) in the first quarter
Total number of displays as of March 31, 2026
DigitalPrintedTotal
America1:
Billboards2
27 2,028 32,210 34,238 
Other displays3
(2)530 17,876 18,406 
Airports4
(32)2,551 9,240 11,791 
Total displays(7)5,109 59,326 64,435 
1As of March 31, 2026, our America segment had a presence in 28 U.S. DMAs.
2Billboards includes bulletins, posters, spectaculars and wallscapes.
3Other displays includes street furniture and transit displays. The increase in printed displays during the first quarter primarily reflects the addition of displays under a new transit advertising contract.
4As of March 31, 2026, our Airports segment operated displays across a focused portfolio of more than 60 commercial airports, as well as a number of private airports, primarily in the U.S., with a limited presence in the Caribbean. Net digital display reductions during the quarter primarily reflect temporary removals related to airport redevelopment and construction activity.
Liquidity and Financial Position:
Cash and Cash Equivalents:
As of March 31, 2026, we had $195.5 million of cash and cash equivalents, including $13.0 million held by discontinued operations in Spain and $6.2 million held by continuing operations subsidiaries outside the U.S.
The following table summarizes our consolidated cash flows for the three months ended March 31, 2026, including both continuing and discontinued operations:
(In thousands)Three Months Ended
March 31, 2026
Net cash provided by operating activities1
$3,229 
Net cash used for investing activities2
(17,295)
Net cash used for financing activities
(325)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(666)
Net decrease in cash, cash equivalents and restricted cash$(15,057)
Cash paid for interest$93,912 
Cash paid for income taxes, net of refunds$72 
1Includes payment of $10.6 million for transaction costs related to the Merger.
2Primarily includes $16.0 million of capital expenditures (including $3.4 million for discontinued operations).
Debt:
Based on our outstanding indebtedness as of March 31, 2026, we expect to pay approximately $308 million of cash interest for the remainder of 2026 and approximately $391 million in 2027. These estimates reflect our capital structure as of March 31, 2026 and assume no debt prepayments, repurchases, refinancings or issuances. They do not reflect the impact of any potential financing transactions that may occur in connection with or following the consummation of the pending Merger.
Our next significant debt maturities occur in 2028, when $899.3 million of 7.750% Senior Notes and $425.0 million under our Term Loan Facility become due. For additional details on our long-term debt, refer to Table 3 in this earnings release.
4

In April 2026, we amended the indentures governing our senior secured notes and the credit agreement governing our Term Loan Facility and Revolving Credit Facility to provide that the Merger will not constitute a change of control under such documents and to add or amend certain related defined terms. These amendments are effective but will become operative only upon consummation of the Merger and will cease to be effective if the Merger is not completed.
TABLE 1 - Financial Highlights of Clear Channel Outdoor Holdings, Inc. and its Subsidiaries:
(In thousands)Three Months Ended
March 31,
20262025
Revenue$373,864 $334,180 
Operating expenses:
Direct operating expenses
180,102 168,529 
Selling, general and administrative expenses
66,592 63,662 
Corporate expenses
30,818 19,780 
Depreciation and amortization41,523 43,004 
Other operating expense (income), net1
15,346 (5,785)
Operating income39,483 44,990 
Interest expense, net(98,498)(99,361)
Other income, net741 249 
Loss from continuing operations before income taxes(58,274)(54,122)
Income tax benefit (expense) attributable to continuing operations8,827 (1,180)
Loss from continuing operations(49,447)(55,302)
Income from discontinued operations2
1,453 118,515 
Consolidated net income (loss)(47,994)63,213 
Less: Net income attributable to noncontrolling interests600 704 
Net income (loss) attributable to the Company$(48,594)$62,509 
1Other operating expense (income), net, for the three months ended March 31, 2026 includes $15.8 million of transaction costs, primarily related to the Merger.
2Income from discontinued operations for the three months ended March 31, 2025 includes a $139.6 million gain on the sale of our former Europe-North segment and Latin American businesses.
Weighted Average Shares Outstanding
(In thousands)Three Months Ended
March 31,
20262025
Weighted average common shares outstanding – Basic and Diluted
498,488 490,332 
5

TABLE 2 - Selected Balance Sheet Information:
(In thousands)March 31,
2026		December 31,
2025
Cash and cash equivalents$182,421 $190,022 
Total current assets1
733,768 793,194 
Property, plant and equipment, net
432,463 441,823 
Total assets1
3,723,456 3,828,875 
Current liabilities (excluding current portion of long-term debt)2
585,782 617,782 
Long-term debt (including current portion of long-term debt)
5,105,290 5,102,993 
Stockholders’ deficit(3,438,349)(3,394,368)
1Total current assets and total assets include assets of discontinued operations of $176.8 million and $202.7 million as of March 31, 2026 and December 31, 2025, respectively.
2Current liabilities include liabilities of discontinued operations of $86.9 million and $99.3 million as of March 31, 2026 and December 31, 2025, respectively.
TABLE 3 - Total Debt:
(In thousands)
Maturity
March 31,
2026		December 31,
2025
Receivables-Based Credit Facility1
June 2030
$— $— 
Revolving Credit Facility2
June 2030
— — 
Term Loan Facility
August 2028
425,000 425,000 
Clear Channel Outdoor Holdings 7.875% Senior Secured Notes
April 2030
865,000 865,000 
Clear Channel Outdoor Holdings 7.125% Senior Secured Notes
February 2031
1,150,000 1,150,000 
Clear Channel Outdoor Holdings 7.500% Senior Secured Notes
March 2033
900,000 900,000 
Clear Channel Outdoor Holdings 7.750% Senior Notes
April 2028
899,311 899,311 
Clear Channel Outdoor Holdings 7.500% Senior Notes
June 2029
905,950 905,950 
Finance leases3,564 3,636 
Original issue discount(3,289)(3,605)
Long-term debt fees(40,246)(42,299)
Total debt5,105,290 5,102,993 
Less: Cash and cash equivalents(182,421)(190,022)
Net debt$4,922,869 $4,912,971 
1As of March 31, 2026, we had $88.5 million of letters of credit outstanding and $111.5 million of excess availability under the Receivables-Based Credit Facility.
2As of March 31, 2026, we had a $7.0 million letter of credit outstanding related to our business in Spain and $93.0 million of excess availability under the Revolving Credit Facility.
Supplemental Disclosures:
Reportable Segments and Segment Adjusted EBITDA
The Company operates two reportable segments: America (which includes our U.S. roadside billboard and street furniture advertising operations) and Airports (which includes our U.S. and Caribbean airport advertising operations), with remaining operations in Singapore reported as “Other.”
Segment Adjusted EBITDA is the profitability metric reported to the Company's Chief Operating Decision Maker (the Company’s President and Chief Executive Officer) for purposes of allocating resources and assessing segment performance. As such, it is the measure of segment profit for the Company under U.S. generally accepted accounting principles (“GAAP”). Segment Adjusted EBITDA is calculated as revenue less direct operating expenses and selling, general and administrative expenses, excluding restructuring and other costs. Restructuring and other costs include costs associated with cost-saving initiatives such as severance, consulting and termination costs, and other special costs.
6

Non-GAAP Financial Information
This earnings release includes information that does not conform to GAAP, including Adjusted EBITDA, Adjusted Corporate expenses, Funds From Operations (“FFO”) and Adjusted Funds From Operations (“AFFO”). The Company believes these non-GAAP measures provide investors with useful insights into its operating performance, particularly when comparing to other out-of-home advertisers, as these measures are widely used within the industry. Please refer to the reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures below.
The Company defines and uses these non-GAAP measures as follows:
•Adjusted EBITDA is defined as income (loss) from continuing operations, plus: income tax expense (benefit) attributable to continuing operations; non-operating expenses (income), including interest expense, net, and other expense (income), net; other operating expense (income), net; depreciation, amortization and impairment charges; share-based compensation expense; and restructuring and other costs, which include costs associated with cost-saving initiatives such as severance, consulting and termination costs, and other special costs.
The Company uses Adjusted EBITDA to plan and forecast for future periods and as a key performance measure for executive compensation. The Company believes Adjusted EBITDA allows investors to assess the Company’s performance in a way that is consistent with management’s approach and facilitates comparisons to other companies with different capital structures or tax rates. Additionally, the Company believes Adjusted EBITDA is commonly used by investors, analysts and peers in the industry for valuation and performance comparisons.
•Adjusted Corporate expenses is defined as corporate expenses excluding share-based compensation and restructuring and other costs. The Company uses Adjusted Corporate expenses to evaluate core corporate spending and for planning and forecasting purposes.
•FFO is defined in accordance with the National Association of Real Estate Investment Trusts (“Nareit”) as consolidated net income (loss) before: depreciation, amortization and impairment of real estate; gains or losses from the disposition of real estate; and adjustments to eliminate unconsolidated affiliates and noncontrolling interests.
•AFFO is defined as FFO excluding discontinued operations and before adjustments for continuing operations, including: maintenance capital expenditures; straight-line rent effects; depreciation, amortization and impairment of non-real estate; amortization of deferred financing costs and note discounts; share-based compensation; deferred income taxes; restructuring and other costs; transaction costs; and other items, such as adjustments for unconsolidated affiliates and noncontrolling interests and gains or losses from the disposition of non-real estate.
Although the Company is not a Real Estate Investment Trust (“REIT”), it competes directly with REITs that present the non-GAAP measures of FFO and AFFO. Therefore, the Company believes that presenting these measures helps investors evaluate its performance on the same terms as its direct competitors. The Company calculates FFO in accordance with Nareit’s definition, which does not restrict its use to REITs. Additionally, the Company believes FFO and AFFO are already commonly used by investors, analysts and competitors in the industry for valuation and performance comparisons.
The Company does not use, and you should not use, FFO and AFFO as indicators of the Company’s ability to fund its cash needs, pay dividends or make other distributions. Since the Company is not a REIT, it has no obligation to pay dividends and does not intend to do so in the foreseeable future. Moreover, the presentation of these measures should not be construed as an indication that the Company is currently in a position to convert into a REIT.
These non-GAAP financial measures should not be considered in isolation or as substitutes for the most directly comparable GAAP measures as an indicator of operating performance or the Company’s ability to fund its cash needs. In addition, these measures may not be comparable to similarly named measures presented by other companies.
See reconciliations of loss from continuing operations to Adjusted EBITDA, corporate expenses to Adjusted Corporate expenses, and consolidated net income (loss) to FFO and AFFO in the tables below.
This information should be read in conjunction with the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, available on the Investor Relations page of the Company’s website at investor.clearchannel.com.
7

Reconciliation of Loss from Continuing Operations to Adjusted EBITDA
Three Months Ended
March 31,
(in thousands)20262025
Loss from continuing operations$(49,447)$(55,302)
Adjustments:
Income tax expense (benefit) attributable to continuing operations(8,827)1,180 
Other income, net(741)(249)
Interest expense, net98,498 99,361 
Other operating expense (income), net1
15,346 (5,785)
Depreciation and amortization41,523 43,004 
Share-based compensation
5,846 5,424 
Restructuring and other costs (reversals), net2
1,649 (8,376)
Adjusted EBITDA$103,847 $79,257 
1Other operating expense (income), net, for the three months ended March 31, 2026 includes $15.8 million of transaction costs, primarily related to the Merger.
2Restructuring and other costs (reversals), net, for the three months ended March 31, 2025 includes $9.9 million in insurance proceeds related to the ongoing process to recover certain amounts previously incurred in connection with a resolved legal matter.
Reconciliation of Corporate Expenses to Adjusted Corporate Expenses
Three Months Ended
March 31,
(in thousands)20262025
Corporate expenses$30,818 $19,780 
Less adjustments:
Share-based compensation5,846 5,424 
Restructuring and other costs (reversals), net1
1,472 (8,381)
Adjusted Corporate expenses$23,500 $22,737 
1Restructuring and other costs (reversals), net, for the three months ended March 31, 2025 includes $9.9 million in insurance proceeds related to the ongoing process to recover certain amounts previously incurred in connection with a resolved legal matter.
8

Reconciliation of Consolidated Net Income (Loss) to FFO and AFFO
Three Months Ended
March 31,
(in thousands)20262025
Consolidated net income (loss)$(47,994)$63,213 
Depreciation and amortization of real estate36,821 38,394 
Net loss (gain) on disposition of real estate (excludes condemnation proceeds)1
521 (138,423)
Adjustment for unconsolidated affiliates and non-controlling interests
(904)(1,115)
Funds From Operations (FFO)(11,556)(37,931)
Less: FFO from discontinued operations
1,072 (19,651)
FFO from continuing operations(12,628)(18,280)
Capital expenditures–maintenance(2,677)(4,501)
Straight-line rent effect1,583 (2,089)
Depreciation and amortization of non-real estate4,702 4,610 
Amortization of deferred financing costs and note discounts
2,462 2,367 
Share-based compensation5,846 5,424 
Deferred income taxes
(9,961)(36)
Restructuring and other costs (reversals), net2
1,649 (8,376)
Transaction costs3
15,762 596 
Other items, net
(200)(2,578)
Adjusted Funds From Operations (AFFO)$6,538 $(22,863)
1Net loss (gain) on disposition of real estate for the three months ended March 31, 2025 includes a gain of $139.6 million on the sale of our former Europe-North segment and Latin American businesses.
2Restructuring and other costs (reversals), net, for the three months ended March 31, 2025 includes $9.9 million in insurance proceeds related to the ongoing process to recover certain amounts previously incurred in connection with a resolved legal matter.
3Transaction costs for the three months ended March 31, 2026 primarily includes transaction costs related to the Merger, while transaction costs for the three months ended March 31, 2025 were related to structural initiatives and financial advisory services.
About Clear Channel Outdoor Holdings, Inc.
Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) is at the forefront of driving innovation in the out-of-home advertising industry. Our dynamic advertising platform is broadening the pool of advertisers using our medium through the expansion of digital billboards and displays and the integration of data analytics and programmatic capabilities that deliver measurable campaigns that are simpler to buy. By leveraging the scale, reach and flexibility of our diverse portfolio of assets, we connect advertisers with millions of consumers every month.
For further information, please contact:
Laura Kiernan
Vice President of Investor Relations
(914) 598-7733
InvestorRelations@clearchannel.com
9

Cautionary Statement Concerning Forward-Looking Statements
Certain statements in this earnings release are considered “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Clear Channel Outdoor Holdings, Inc. and its subsidiaries (the “Company”) to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Words such as “will,” “expect,” “estimate,” “believe,” “plan,” “anticipate,” “may,” “could” and similar terms are used to identify such forward-looking statements. In addition, any statements that refer to expectations or other characterizations of future events or circumstances are forward-looking statements, including, but not limited to: statements regarding the Merger, stockholder approval for the Merger, any expected timetable for completing the Merger (including whether the Merger is consummated in a timely manner or at all), and the expected benefits of the Merger; our business plans and strategies and the expected benefits of business initiatives; the effects of geopolitical developments and tariffs on the macroeconomic environment; expectations regarding the pending sale of our business in Spain, including the anticipated proceeds and use of those proceeds; expectations about certain markets and potential improvements; industry and market trends; expectations surrounding our cash flow and liquidity; and our ability to retain new and existing customers and maintain bookings. These statements are not guarantees of future performance and are subject to risks and uncertainties, some of which are beyond our control and difficult to predict.
Various risks that could cause actual results to differ from those expressed by the forward-looking statements included in this earnings release include, but are not limited to: uncertainties associated with the proposed Merger, including the failure to receive the requisite stockholder approval (including through the special meeting of stockholders) or consummate the Merger in a timely manner or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, including circumstances requiring us to pay a termination fee pursuant to the Merger Agreement; failure to satisfy the conditions precedent to consummate the Merger, including the adoption of the Merger Agreement by the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of our common stock and obtaining required regulatory approvals; the risk that restrictions on the operation of our business during the pendency of the Merger may impact our ability to pursue certain business opportunities or strategic transactions or undertake certain actions we might otherwise have taken; litigation relating to, or other unexpected costs resulting from, the Merger; continued economic uncertainty, an economic slowdown or recession, or other macroeconomic factors, including as a result of geopolitical developments, increased tariffs and retaliatory trade regulations and policies; our ability to service our debt obligations and to fund our operations and capital expenditures; the impact of our substantial indebtedness; the difficulty, cost and time required to implement our strategy, and the fact that we may not realize the anticipated benefits therefrom fully or at all; our ability to obtain and renew key contracts with municipalities, transit authorities and private landlords and on favorable terms; competition; regulations, consumer concerns and other challenges regarding privacy, digital services, data protection, cybersecurity and the use of artificial intelligence; a breach of our information security measures; legislative or regulatory requirements; restrictions on out-of-home advertising of certain products; environmental, health, safety and land use laws and regulations, as well as various actual and proposed changes to sustainability laws and regulations; the impact of strategic transactions that we have pursued in the past and may, if we do not consummate the Merger, pursue in the future; uncertainties regarding the consummation of the sale of our business in Spain; third-party claims or actions against us or our suppliers; volatility of our stock price; the impacts on our stock price as a result of future sales of common stock if we remain a public company, or the perception thereof, and dilution resulting from additional capital raised through the sale of our common stock or other equity-linked instruments; our ability to continue to comply with the applicable listing standards of the New York Stock Exchange if the Merger is not consummated and we remain a public company; the restrictions contained in the agreements governing our indebtedness limiting our flexibility in operating our business; the effect of credit ratings downgrades; our dependence on our senior management team and other key individuals and any failure to retain them in light of the Merger; continued scrutiny and changing expectations from government regulators, municipalities, investors, lenders, customers, activists and other stakeholders; and other factors set forth in our filings with the SEC. You should not place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this earnings release. For a more comprehensive discussion of risks, refer to “Item 1A. Risk Factors” of the Company’s reports filed with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The Company does not undertake any obligation to update or revise any forward-looking statements because of new information, future events or otherwise, except as required by law.
10

Source: View Original Filing on SEC EDGAR

FAQ

What merger is Clear Channel Outdoor (CCO) pursuing and at what price?

Clear Channel Outdoor agreed to be acquired by a Mubadala Capital–led consortium for $2.43 per share in cash. The deal covers all outstanding common shares, subject to certain exceptions, and would take the company private upon closing if stockholders and regulators approve.

When is the Clear Channel Outdoor (CCO) merger expected to close?

The merger is expected to close by the end of the third quarter of 2026, subject to customary closing conditions. These include stockholder approval at a May 12, 2026 special meeting and required regulatory clearances, including review by the Committee on Foreign Investment in the United States.

How did Clear Channel Outdoor (CCO) perform financially in Q1 2026?

In Q1 2026, Clear Channel Outdoor generated $373.9 million in revenue, up 11.9% year over year. Loss from continuing operations improved to $49.4 million, while Adjusted EBITDA rose 31.0% to $103.8 million and AFFO turned positive at $6.5 million.

How did Clear Channel Outdoor’s America and Airports segments perform in Q1 2026?

America segment revenue reached $278.5 million, up 9.6%, helped by strong technology advertising and Super Bowl demand. Airports revenue grew 19.1% to $95.2 million, supported by Super Bowl LX at San Francisco International Airport, technology advertisers, and higher conference activity.

What is Clear Channel Outdoor’s debt and interest outlook after Q1 2026?

As of March 31, 2026, the company had $5.1 billion of total debt and $182.4 million of cash, for net debt of roughly $4.9 billion. It expects cash interest payments of about $308 million for the remainder of 2026 and $391 million in 2027.

Why is Clear Channel Outdoor (CCO) not holding an earnings call or giving guidance?

Because of the pending merger, the company will not host a public earnings conference call or webcast and is not providing financial guidance. Management is focusing on completing the transaction while continuing to operate the business and report results through standard filings.

What are Clear Channel Outdoor’s cash and liquidity levels after Q1 2026?

At March 31, 2026, the company held $195.5 million of cash and cash equivalents, including amounts in discontinued operations and non‑U.S. subsidiaries. It also had unused availability under its Receivables-Based Credit Facility and Revolving Credit Facility, supporting ongoing liquidity.

Filing Exhibits & Attachments

4 documents

Press Releases

Other Documents