Clear Channel Outdoor: Dilger disposes of 843K shares

Each common share outstanding immediately before the merger's effective time was converted into a right to receive $2.43 in cash.

Rhea-AI Filing Summary

Clear Channel Outdoor Holdings, Inc. (CCO) Chief Accounting Officer Jason Dilger disposed of 842,710 shares of common stock on October 14, 2026, in connection with the merger. Under the merger terms, each common share outstanding immediately before the merger's effective time was converted into a right to receive $2.43 in cash per share. Dilger reported 0 direct shares following the transaction; no Rule 10b5-1 plan is reported.

Insider Trade Summary

Disposition: 842,710 shares

Disposition 1 txn

Insider DILGER JASON

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Disposition	Common Stock F1	842,710	$2.43	$2.05M

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (1)

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.

Key Figures

Shares disposed: 842,710 shares Merger cash amount per share: $2.43 per share Direct shares following transaction: 0 shares

3 metrics

Shares disposed 842,710 shares Common stock disposed of on October 14, 2026

Merger cash amount per share $2.43 per share Cash amount for each common share outstanding immediately before the merger's effective time

Direct shares following transaction 0 shares Jason Dilger's reported direct holdings after the transaction

Key Terms

Agreement and Plan of Merger, restricted stock units, effective time

3 terms

Agreement and Plan of Merger technical

"Pursuant to the Agreement and Plan of Merger"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

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 technical

"immediately prior to the effective time of the Merger"

The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

FAQ

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

How many CCO shares did Jason Dilger dispose of?

Jason Dilger, Clear Channel Outdoor Holdings, Inc.'s Chief Accounting Officer, disposed of 842,710 shares on October 14, 2026, in connection with the merger. The merger terms converted each common share outstanding immediately before the merger's effective time into a right to receive $2.43 in cash per share. Dilger reported 0 direct shares following the transaction; no Rule 10b5-1 plan is reported.

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

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Available on EDGAR 10/15/2026 - 03:40 PM EDT Accepted by SEC EDGAR 10/15/2026 - 03:39 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^*

DILGER JASON

(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)
	Chief Accounting Officer

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)		842,710	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

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.

	/s/ Lynn A. Feldman, as Attorney-in-fact on behalf of Jason Dilger	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)