CCO director awarded new restricted stock units

Clear Channel Outdoor Holdings, Inc. director Joe Marchese reported equity awards in the form of restricted stock units tied to the company’s common stock.

Rhea-AI Filing Summary

Clear Channel Outdoor Holdings, Inc. director Joe Marchese reported equity awards in the form of restricted stock units tied to the company’s common stock. He acquired 38,702 units valued at $2.39 per share equivalent, vesting 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 acquired 62,761 restricted stock units that vest on January 1, 2027 under the company’s 2012 Third Amended and Restated Stock Incentive Plan. After these awards, his directly held common stock-related position reported in this filing increased, with 906,807 shares shown following the second transaction.

Insider Trade Summary

Grant/Award: 101,463 shares

Grant/Award 2 txns

Insider MARCHESE JOE

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	38,702	$2.39	$92K
Grant/Award	Common Stock	62,761	$0.00	$0.00

Holdings After Transaction: Common Stock — 906,807 shares (Direct)

Footnotes (2)

1. F1. The reporting person received 38,702 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. F2. The reporting person received 62,761 restricted stock units, which vest on January 1, 2027, under the Plan.

FAQ

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

What insider transactions did CCO director Joe Marchese report on this Form 4?

Joe Marchese reported two equity award acquisitions linked to Clear Channel Outdoor Holdings common stock. He received 38,702 restricted stock units vesting in four installments during 2026–2027 and 62,761 additional units vesting on January 1, 2027, all granted under the company’s stock incentive plan.

How many restricted stock units did Joe Marchese receive from Clear Channel Outdoor (CCO)?

Joe Marchese received 38,702 restricted stock units plus 62,761 restricted stock units. The first award vests quarterly from April 1, 2026 through January 1, 2027, while the second vests entirely on January 1, 2027, both under the company’s 2012 stock incentive plan.

What are the vesting terms of Joe Marchese’s new CCO equity awards?

One award of 38,702 restricted stock units vests in four equal installments on April 1, 2026, July 1, 2026, October 1, 2026 and January 1, 2027. A separate grant of 62,761 restricted stock units vests in full on January 1, 2027 under the incentive plan.

Why did Joe Marchese receive 38,702 restricted stock units from Clear Channel Outdoor?

The 38,702 restricted stock units were granted in lieu of Joe Marchese’s 2026 annual cash retainer. Instead of receiving cash, he accepted equity under Clear Channel Outdoor Holdings’ 2012 Third Amended and Restated Stock Incentive Plan, aligning his compensation more directly with company performance.

How many Clear Channel Outdoor shares does Joe Marchese hold after these Form 4 transactions?

Following the second reported transaction, Joe Marchese’s directly held position associated with Clear Channel Outdoor common stock is shown as 906,807 shares. This figure reflects the updated ownership total reported in the Form 4 after the 62,761 restricted stock unit award was recorded.

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

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Accepted by SEC EDGAR 02/20/2026 - 04:23 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^*

MARCHESE JOE

(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		38,702(1)	A	$2.39	844,046	D
Common Stock	02/18/2026		A		62,761(2)	A	$0.00	906,807	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 38,702 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 Joe Marchese	02/20/2026
	** 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.
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