CCO CEO reports tax-withheld 382,812 shares

Clear Channel Outdoor Holdings, Inc. director and Chief Executive Officer Scott Wells reported a routine tax-related share disposition.

Rhea-AI Filing Summary

Clear Channel Outdoor Holdings, Inc. director and Chief Executive Officer Scott Wells reported a routine tax-related share disposition. On April 1, 2026, 382,812 shares of common stock were withheld by the company at $2.37 per share to cover tax withholding obligations tied to vesting restricted stock units. This was not an open-market sale. After this withholding, Wells continued to hold 4,533,202 shares of common stock directly, plus 40,000 shares held indirectly through the Wells 2013 Irrevocable Trusts for the benefit of Evelyn G. Wells and Charles R. Wells.

Insider Trade Summary

Exercise Price or Tax Liability: 382,812 shares

Exercise Price or Tax Liability 2 txns

Insider WELLS SCOTT

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	382,812	$2.37	$907K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 4,533,202 shares (Direct); Common Stock — 40,000 shares (Indirect, See Footnote)

Footnotes (2)

1. F1. Represents the number of shares withheld by Clear Channel Outdoor Holdings, Inc. to cover tax withholding obligations in connection with the vesting of restricted stock units.
2. F2. These shares are held by the Wells 2013 Irrevocable Trust U/A 05/06/13 Scott R. Wells and Gary Smith Trustees for the Benefit of Evelyn G. Wells, and the Wells 2013 Irrevocable Trust U/A 05/06/13 Scott R. Wells and Gary Smith Trustees for the Benefit of Charles R. Wells.

Key Figures

Tax-withheld shares: 382,812 shares Withholding share price: $2.37 per share Direct holdings after transaction: 4,533,202 shares +2 more

5 metrics

Tax-withheld shares 382,812 shares Withheld to cover tax obligations on RSU vesting

Withholding share price $2.37 per share Value used for tax-withholding disposition

Direct holdings after transaction 4,533,202 shares Common stock directly owned by Scott Wells after withholding

Indirect trust holdings 40,000 shares Shares held by Wells 2013 Irrevocable Trusts

Tax-withholding count 1 transaction Tax-withholding disposition entry in transaction summary

Key Terms

tax withholding obligations, restricted stock units, irrevocable trust

3 terms

tax withholding obligations financial

"shares withheld by Clear Channel Outdoor Holdings, Inc. to cover tax withholding obligations in connection with the vesting"

restricted stock units financial

"to cover tax withholding obligations in connection with the vesting of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

irrevocable trust financial

"These shares are held by the Wells 2013 Irrevocable Trust U/A 05/06/13"

An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did CCO CEO Scott Wells report on this Form 4?

Scott Wells reported shares withheld to cover tax obligations, not an open-market sale. Clear Channel Outdoor withheld 382,812 common shares in connection with the vesting of restricted stock units, reflecting a routine tax-withholding disposition rather than a discretionary trade in the market.

How many Clear Channel Outdoor (CCO) shares were withheld for taxes?

The company withheld 382,812 shares of Clear Channel Outdoor common stock. These shares were used to satisfy tax withholding obligations arising from the vesting of restricted stock units granted to CEO Scott Wells, according to the Form 4 and accompanying explanatory footnote.

At what price were the withheld CCO shares valued in the Form 4?

The withheld Clear Channel Outdoor shares were valued at $2.37 per share. This price is used in the Form 4 to report the tax-withholding disposition of 382,812 common shares related to the vesting of restricted stock units awarded to CEO Scott Wells.

How many CCO shares does Scott Wells hold after this transaction?

After the tax-withholding transaction, Scott Wells holds 4,533,202 CCO common shares directly. The Form 4 also reports an additional 40,000 shares held indirectly through Wells 2013 Irrevocable Trusts established for the benefit of Evelyn G. Wells and Charles R. Wells.

Were any of Scott Wells’s Clear Channel Outdoor transactions open-market buys or sells?

No open-market purchases or sales were reported. The Form 4 only shows a tax-withholding disposition of 382,812 shares tied to restricted stock unit vesting, plus an updated indirect holding entry for 40,000 shares held through specified Wells 2013 Irrevocable Trusts.

How are the 40,000 indirectly held CCO shares structured for Scott Wells?

The 40,000 indirectly held CCO shares are owned by two Wells 2013 Irrevocable Trusts. These trusts list Scott R. Wells and Gary Smith as trustees, holding shares for the benefit of Evelyn G. Wells and Charles R. Wells, as described in the Form 4 footnote.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/03/2026 - 04:47 PM Learn about SEC filing dates

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
Estimated average burden
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^*

WELLS SCOTT

(Last) (First) (Middle)

C/O CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

4830 NORTH LOOP 1604W, SUITE 111

(Street)

SAN ANTONIO TEXAS 78249

(City) (State) (Zip)

UNITED STATES

(Country)

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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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

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

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

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	04/01/2026		F		382,812(1)	D	$2.37	4,533,202	D
Common Stock								40,000	I	See Footnote(2)

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

Explanation of Responses:

1. Represents the number of shares withheld by Clear Channel Outdoor Holdings, Inc. to cover tax withholding obligations in connection with the vesting of restricted stock units.

2. These shares are held by the Wells 2013 Irrevocable Trust U/A 05/06/13 Scott R. Wells and Gary Smith Trustees for the Benefit of Evelyn G. Wells, and the Wells 2013 Irrevocable Trust U/A 05/06/13 Scott R. Wells and Gary Smith Trustees for the Benefit of Charles R. Wells.

	/s/ Lynn A. Feldman, as Attorney-in-fact on behalf of Scott Wells	04/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)