Clear Channel Outdoor CFO disposes of 1.52M shares

Two-thirds of the performance-award cash amount is scheduled to vest and become payable on May 31, 2028, subject to terms and conditions.

Rhea-AI Filing Summary

Clear Channel Outdoor Holdings, Inc. (CCO) Executive Vice President, Chief Financial Officer David Sailer reported a disposition to the issuer of 1,522,857 common shares on October 14, 2026; under the merger, each share converted into a right to receive $2.43 in cash. He also reported cancellation of performance stock units tied to average-closing-price targets covering 1,025,641 shares, converted into a cash amount calculated at $2.43 per underlying share. His reported holdings after both transactions were zero.

Insider Trade Summary

Disposition: 2,548,498 shares

Disposition 2 txns

Insider Sailer David

Role See Remarks

Type	Security	Shares	Price	Value
Disposition	Performance Stock Units F2	1,025,641	$2.43	$2.49M
Disposition	Common Stock F1	1,522,857	$2.43	$3.70M

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: 1,522,857 shares Cash consideration per common share: $2.43 per share Shares underlying performance stock units: 1,025,641 shares +3 more

6 metrics

Common shares disposed 1,522,857 shares Transaction reported October 14, 2026

Cash consideration per common share $2.43 per share Merger consideration

Shares underlying performance stock units 1,025,641 shares Performance-based awards canceled under the merger

Cash amount per underlying award share $2.43 per share Merger conversion of applicable performance-based awards

Reported common shares after transaction 0 shares Resulting position

Reported shares underlying awards after transaction 0 shares Resulting position

Key Terms

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

4 terms

Agreement and Plan of Merger regulatory

"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.

effective time regulatory

"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.

restricted stock units financial

"each award of restricted stock units of the Company"

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.

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 common shares did David Sailer dispose of?

David Sailer reported disposing of 1,522,857 common shares on October 14, 2026. Under the merger, each share converted into a right to receive $2.43 in cash.

When is part of David Sailer's CCO performance-award cash payable?

Two-thirds of the cash amount for the applicable performance-based restricted stock unit awards vests and becomes payable on May 31, 2028, subject to certain terms and conditions.

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

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Available on EDGAR 10/15/2026 - 03:37 PM EDT Accepted by SEC EDGAR 10/15/2026 - 03:36 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^*

Sailer David

(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)		1,522,857	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			1,025,641	(2)	(2)	Common Stock	1,025,641	$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 Financial Officer

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