Director John D. Dionne granted RSUs at Clear Channel Outdoor (NYSE: CCO)

Rhea-AI Filing Summary

Dionne John D. reported acquisition or exercise transactions in this Form 4 filing.

Clear Channel Outdoor Holdings director John D. Dionne reported equity awards of company stock. He received 43,933 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 his 2026 annual cash retainer. He also received 62,761 restricted stock units that vest on January 1, 2027, all granted under the company’s 2012 Third Amended and Restated Stock Incentive Plan.

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

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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^*

Dionne John D.

(Last) (First) (Middle)

C/O CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

4830 NORTH LOOP 1604W, SUITE 111

(Street)

SAN ANTONIO TX 78249

(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)

X	Form filed by One Reporting Person
	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	02/18/2026		A		43,933(1)	A	$2.39	722,412	D
Common Stock	02/18/2026		A		62,761(2)	A	$0	785,173	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

Explanation of Responses:

1. The reporting person received 43,933 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. The reporting person 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.

2. The reporting person received 62,761 restricted stock units, which vest on January 1, 2027, under the Plan.

	/s/ Lynn A. Feldman as Attorney-in-fact on behalf of John D. Dionne	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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FAQ

What insider transaction did John D. Dionne report for CCO on this Form 4?

John D. Dionne reported receiving equity awards in the form of restricted stock units of Clear Channel Outdoor Holdings common stock. These awards are grants, not open-market purchases or sales, and were issued under the company’s 2012 Third Amended and Restated Stock Incentive Plan.

How many restricted stock units did John D. Dionne receive from Clear Channel Outdoor (CCO)?

John D. Dionne received two restricted stock unit grants: one for 43,933 units and another for 62,761 units. Both awards are settled in Clear Channel Outdoor Holdings common stock and were issued under the company’s 2012 Third Amended and Restated Stock Incentive Plan.

What are the vesting dates of John D. Dionne’s new CCO restricted stock units?

The 43,933 restricted stock units vest in four equal installments on April 1, 2026, July 1, 2026, October 1, 2026 and January 1, 2027. The separate grant of 62,761 restricted stock units vests in full on January 1, 2027, according to the Form 4 footnotes.

Why did John D. Dionne receive 43,933 CCO restricted stock units in 2026?

The 43,933 restricted stock units were granted to John D. Dionne in lieu of an annual cash retainer for 2026. Instead of receiving cash, he accepted equity under Clear Channel Outdoor Holdings’ 2012 Third Amended and Restated Stock Incentive Plan, aligning compensation with stock performance.

Under which plan were John D. Dionne’s CCO restricted stock unit awards granted?

Both restricted stock unit awards to John D. Dionne were granted under the Clear Channel Outdoor Holdings, Inc. 2012 Third Amended and Restated Stock Incentive Plan. This plan authorizes equity-based compensation, including restricted stock units, for eligible participants such as directors.

Is John D. Dionne’s CCO Form 4 transaction a stock purchase or sale?

The Form 4 reports equity grants, not a market purchase or sale. The transactions are categorized as acquisitions of restricted stock units as part of compensation, with no indication of open-market buying or selling of Clear Channel Outdoor Holdings common stock.