Clear Channel (NYSE: CCO) director gets stock awards instead of cash

Rhea-AI Filing Summary

White Raymond T. reported acquisition or exercise transactions in this Form 4 filing.

Clear Channel Outdoor Holdings reported that director representative Raymond T. White was granted stock-based compensation tied to his Board service. He received 37,656 restricted stock units that vest in four equal installments on April 1, 2026, July 1, 2026, October 1, 2026 and January 1, 2027, in lieu of a 2026 annual cash retainer. He also received 62,761 restricted stock units vesting on January 1, 2027 under the company’s 2012 Third Amended and Restated Stock Incentive Plan.

According to the filing, Legion Partners Asset Management holds all of the direct economic interest in these securities, while various Legion investment entities and principals, including Mr. White and Christopher S. Kiper, may be deemed beneficial owners through their roles in those entities.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

White Raymond T.

(Last) (First) (Middle)

12121 WILSHIRE BLVD.

SUITE 1240

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Clear Channel Outdoor Holdings, Inc. [ CCO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	02/18/2026		A(4)		37,656(4)	A	$2.39(2)	331,513(4)	D(4)(5)
Common Stock(1)	02/18/2026		A(4)		62,761(4)	A	$0(3)	394,274(4)	D(4)(5)
Common Stock(1)								21,869,019	I	By: Legion Partners, L.P. I(6)
Common Stock(1)								1,943,844	I	By: Legion Partners, L.P. II(7)
Common Stock(1)								2,122,933	I	By: Legion Partners Special Opportunities, L.P. XVI(8)
Common Stock(1)								900	I	By: Legion Partners Holdings, LLC(9)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

White Raymond T.

(Last) (First) (Middle)

12121 WILSHIRE BLVD.

SUITE 1240

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Legion Partners Asset Management, LLC

(Last) (First) (Middle)

12121 WILSHIRE BLVD., SUITE 1240

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Legion Partners, L.P. I

(Last) (First) (Middle)

12121 WILSHIRE BLVD.

SUITE 1240

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Legion Partners, L.P. II

(Last) (First) (Middle)

12121 WILSHIRE BLVD.

SUITE 1240

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Legion Partners Special Opportunities, L.P. XVI

(Last) (First) (Middle)

12121 WILSHIRE BLVD., SUITE 1240

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Legion Partners, LLC

(Last) (First) (Middle)

12121 WILSHIRE BLVD., SUITE 1240

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Legion Partners Holdings, LLC

(Last) (First) (Middle)

12121 WILSHIRE BLVD., SUITE 1240

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Kiper Christopher S

(Last) (First) (Middle)

12121 WILSHIRE BLVD, SUITE 1240

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This Form 4 is filed jointly by Legion Partners, L.P. I ("Legion Partners I"), Legion Partners, L.P. II ("Legion Partners II"), Legion Partners Special Opportunities, L.P. XVI ("Legion Partners Special Opportunities"), Legion Partners, LLC ("General Partner"), Legion Partners Asset Management, LLC ("Legion Partners Asset Management"), Legion Partners Holdings, LLC ("Legion Partners Holdings"), Raymond T. White and Christopher S. Kiper (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. Mr. White received 37,656 restricted stock units, which vest in four equal installments, subject to the terms thereunder, on April 1, 2026, July 1, 2026, October 1, 2026 and January 1, 2027. Mr. White received these awards under the Clear Channel Outdoor Holdings, Inc. 2012 Third Amended and Restated Stock Incentive Plan (the "Plan") in lieu of an annual cash retainer for 2026.

3. Mr. White received 62,761 restricted stock units, which vest on January 1, 2027, under the Plan.

4. Mr. White serves on the Board of the Issuer as a representative of Legion Partners Asset Management and its affiliates. Mr. White does not have a right to any economic interest in securities of the Issuer granted to him by the Issuer in respect of his Board position, except to the extent of his role as a Managing Director of Legion Partners Asset Management. Legion Partners Asset Management is entitled to receive all of the economic interest in securities granted to Mr. White by the Issuer in respect of Mr. White's Board position. Mr. White disclaims beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. White had any economic interest in such securities except any indirect economic interest through Legion Partners Asset Management and its affiliates, entities in which Mr. White has a controlling interest and investment control.

5. The securities described in footnotes (2) and (3) represent securities in which Legion Partners Asset Management has all of the direct economic interest. Legion Partners Holdings is the sole member of Legion Partners Asset Management and each of Messrs. Kiper and White are Managing Directors of Legion Partners Asset Management. As a result of these relationships, Legion Partners Holdings and Messrs. Kiper and White may be deemed to beneficially own the securities owned directly by Legion Partners Asset Management.

6. Securities owned directly by Legion Partners I. General Partner is the general partner of Legion Partners I, Legion Partners Asset Management is the investment advisor of Legion Partners I, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. White and Kiper are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. White and Kiper may be deemed to beneficially own the securities owned directly by Legion Partners I.

7. Securities owned directly by Legion Partners II. General Partner is the general partner of Legion Partners II, Legion Partners Asset Management is the investment advisor of Legion Partners II, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. White and Kiper are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. White and Kiper may be deemed to beneficially own the securities owned directly by Legion Partners II.

8. Securities owned directly by Legion Partners Special Opportunities. General Partner is the general partner of Legion Partners Special Opportunities, Legion Partners Asset Management is the investment advisor of Legion Partners Special Opportunities, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. White and Kiper are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. White and Kiper may be deemed to beneficially own the securities owned directly by Legion Partners Special Opportunities.

9. Securities owned directly by Legion Partners Holdings. As managing members of Legion Partners Holdings, Messrs. White and Kiper may be deemed to beneficially own the securities owned directly by Legion Partners Holdings.

Remarks:

Raymond T. White, a managing director of Legion Partners Asset Management, is a director of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than Mr. White) may be deemed a director by deputization by virtue of its or his representation on the Board of Directors of the Issuer.

	/s/ Raymond T. White	02/20/2026
	Legion Partners Asset Management, LLC, By: /s/ Raymond T. White, Managing Member	02/20/2026
	Legion Partners, L.P. I, By: Legion Partners Asset Management, LLC, By: /s/ Raymond T. White, Managing Member	02/20/2026
	Legion Partners, L.P. II, By: Legion Partners Asset Management, LLC, By: /s/ Raymond T. White, Managing Member	02/20/2026
	Legion Partners Special Opportunities, L.P. XVI, By: Legion Partners Asset Management, LLC, By: /s/ Raymond T. White, Managing Member	02/20/2026
	Legion Partners, LLC, By: Legion Partners Holdings, LLC, By: /s/ Raymond T. White, Managing Member	02/20/2026
	Legion Partners Holdings, LLC, By: /s/ Raymond T. White, Managing Member	02/20/2026
	/s/ Christopher S. Kiper	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider activity did Clear Channel Outdoor (CCO) report in this Form 4?

The Form 4 reports stock-based awards related to Board service. Director representative Raymond T. White received restricted stock units under Clear Channel Outdoor’s 2012 stock incentive plan instead of part of his 2026 cash retainer, reflecting standard equity compensation rather than open-market buying or selling.

How many restricted stock units did Raymond T. White receive from CCO and how do they vest?

Raymond T. White received 37,656 restricted stock units vesting in four installments and 62,761 units vesting later. The 37,656 units vest on April 1, 2026, July 1, 2026, October 1, 2026 and January 1, 2027, while the 62,761 units vest on January 1, 2027.

Why did Clear Channel Outdoor grant stock units to Raymond T. White instead of cash?

The company granted 37,656 restricted stock units to Mr. White in lieu of a 2026 annual cash retainer. This means his Board compensation is paid partly in equity rather than cash, aligning his compensation with company performance through the stock incentive plan.

Who holds the economic interest in the stock awards reported for Raymond T. White at CCO?

According to the filing, Legion Partners Asset Management has all of the direct economic interest in the securities granted to Mr. White for his Board role. Mr. White’s interest is indirect through his position as a Managing Director of Legion Partners Asset Management and its affiliated entities.

How are Legion Partners investment entities connected to CCO’s reported share holdings?

The filing states that shares are owned directly by Legion Partners funds and entities, including Legion Partners L.P. I, L.P. II, Special Opportunities L.P. XVI, and Legion Partners Holdings. Other Legion entities and principals may be deemed beneficial owners because they serve as general partners, advisors, or managing members.

Does the Form 4 show open-market buying or selling of Clear Channel Outdoor stock?

The reported acquisitions use code "A" for grants or awards, not open-market trades. They describe restricted stock unit awards tied to Board compensation. The filing does not show open-market purchases or sales; it focuses on equity grants and the related indirect ownership structure.