Clear Channel Outdoor: Feldman disposes of 1.98M shares

Rhea-AI Filing Summary

Clear Channel Outdoor Holdings, Inc. (CCO) reported that its Executive Vice President, Chief Legal and Administrative Officer, Lynn Feldman, disposed of 1,981,306 common shares and 854,700 Performance Stock Units on October 14, 2026, in connection with the merger. The common shares converted into a right to receive $2.43 per share in cash; the Performance Stock Units were canceled and converted into cash based on $2.43 multiplied by the shares subject to the award. Two-thirds of that cash amount vests and becomes payable on May 31, 2028, subject to certain terms and conditions. Feldman reported zero shares remaining in both positions. No Rule 10b5-1 plan is reported.

Insider Trade Summary

Disposition: 2,836,006 shares

Disposition 2 txns

Insider FELDMAN LYNN

Role See Remarks

Type	Security	Shares	Price	Value
Disposition	Performance Stock Units F2	854,700	$2.43	$2.08M
Disposition	Common Stock F1	1,981,306	$2.43	$4.81M

Holdings After Transaction: Performance Stock Units — 0 contracts (Direct); Common Stock — 0 shares (Direct)

Footnotes (2)

1. F1. Pursuant to the Agreement and Plan of Merger, dated as of February 9, 2026 (the "Merger Agreement"), whereby Madison Merger Sub Inc., a wholly-owned subsidiary of Madison Parent Inc. ("Parent"), merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly-owned subsidiary of Parent, each share of the Issuer's common stock ("Common Stock") outstanding immediately prior to the effective time of the Merger, was converted into the right to receive an amount in cash equal to $2.43 per share, and each outstanding award of restricted stock units of the Issuer was cancelled and converted into the right to receive an amount in cash equal to $2.43 multiplied by the total number of shares subject to such award.
2. F2. Pursuant to the Merger Agreement, each award of restricted stock units of the Company outstanding immediately prior to the effective time of the Merger that vested based on the achievement of targets for the average closing price of Common Stock was cancelled and converted into the right to receive an amount in cash, equal to $2.43 multiplied by the total number of shares of Common Stock subject to such award, with two-thirds of such cash amount vesting and becoming payable on May 31, 2028, subject to certain terms and conditions.

Key Figures

Common shares disposed: 1,981,306 shares Cash consideration per common share: $2.43 per share Performance Stock Units disposed: 854,700 shares +4 more

7 metrics

Common shares disposed 1,981,306 shares October 14, 2026

Cash consideration per common share $2.43 per share Right to receive cash under the merger

Performance Stock Units disposed 854,700 shares October 14, 2026

Cash amount per share subject to award $2.43 Performance Stock Units converted to cash

Cash amount vesting and becoming payable Two-thirds May 31, 2028, subject to certain terms and conditions

Reported post-transaction common shares 0 shares Following the October 14, 2026 transaction

Reported post-transaction Performance Stock Units 0 shares Following the October 14, 2026 transaction

Key Terms

restricted stock units, effective time of the Merger, vesting

3 terms

restricted stock units financial

"each outstanding award 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.

effective time of the Merger regulatory

"outstanding immediately prior to the effective time of the Merger"

The effective time of the merger is the exact moment when a planned combination of two companies legally takes effect, usually specified in the merger agreement and reflected by the formal filing or timestamp. For investors, it is the point when ownership, voting rights, financial reporting and control shift—like a light switch flipping that joins two rooms into one—so it determines when shares convert, who controls corporate decisions and which results appear in financial statements.

vesting financial

"two-thirds of such cash amount vesting and becoming payable"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

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

How many CCO shares did Lynn Feldman dispose of?

Lynn Feldman disposed of 1,981,306 shares of Clear Channel Outdoor common stock on October 14, 2026, in connection with the merger. Each share converted into a right to receive $2.43 in cash per share, and her reported post-transaction common-stock position was zero.

What happened to Lynn Feldman's Performance Stock Units at the CCO merger?

The 854,700 Performance Stock Units were canceled and converted into a cash amount based on $2.43 multiplied by the shares subject to the award. Two-thirds of that cash amount vests and becomes payable on May 31, 2028, subject to certain terms and conditions; the reported post-transaction position was zero.

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

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Available on EDGAR 10/15/2026 - 03:35 PM EDT Accepted by SEC EDGAR 10/15/2026 - 03:35 PM EDT 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

X

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^*

FELDMAN LYNN

(Last) (First) (Middle)

C/O CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

4830 NORTH LOOP 1604 WEST, 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/14/2026

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	10/14/2026		D(1)		1,981,306	D	$2.43	0	D

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
Performance Stock Units	(2)	10/14/2026		D			854,700	(2)	(2)	Common Stock	854,700	$2.43	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of February 9, 2026 (the "Merger Agreement"), whereby Madison Merger Sub Inc., a wholly-owned subsidiary of Madison Parent Inc. ("Parent"), merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly-owned subsidiary of Parent, each share of the Issuer's common stock ("Common Stock") outstanding immediately prior to the effective time of the Merger, was converted into the right to receive an amount in cash equal to $2.43 per share, and each outstanding award of restricted stock units of the Issuer was cancelled and converted into the right to receive an amount in cash equal to $2.43 multiplied by the total number of shares subject to such award.

2. Pursuant to the Merger Agreement, each award of restricted stock units of the Company outstanding immediately prior to the effective time of the Merger that vested based on the achievement of targets for the average closing price of Common Stock was cancelled and converted into the right to receive an amount in cash, equal to $2.43 multiplied by the total number of shares of Common Stock subject to such award, with two-thirds of such cash amount vesting and becoming payable on May 31, 2028, subject to certain terms and conditions.

Remarks:

Executive Vice President, Chief Legal and Administrative Officer

	/s/ Lynn A. Feldman	10/15/2026
	** 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)