Clear Channel Outdoor director returns 907K shares

Clear Channel Outdoor Holdings, Inc. director Joe Marchese returned 906,807 directly held common shares to the issuer on October 14, 2026, in connection with the merger.

Rhea-AI Filing Summary

Clear Channel Outdoor Holdings, Inc. director Joe Marchese returned 906,807 directly held common shares to the issuer on October 14, 2026, in connection with the merger. Under the merger terms, each share converted into the right to receive $2.43 in cash per share, and his reported direct holdings afterward were zero shares. No Rule 10b5-1 plan is reported.

Insider Trade Summary

Disposition: 906,807 shares

Disposition 1 txn

Insider MARCHESE JOE

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock F1, F2	906,807	$2.43	$2.20M

Holdings After Transaction: 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 ("RSUs") of the Issuer, was cancelled and converted into the right to receive an amount in cash amount equal to $2.43 multiplied by the total number of shares subject to such award (the "RSU Consideration").
2. F2. Pursuant to the Merger Agreement, each award of RSUs issued in lieu of cash retainers outstanding immediately prior to the effective time of the Merger was converted into the RSU Consideration.

Key Figures

Common shares returned to issuer: 906,807 shares Merger cash consideration: $2.43 per share Direct shares after transaction: 0 shares

3 metrics

Common shares returned to issuer 906,807 shares October 14, 2026

Merger cash consideration $2.43 per share For each common share outstanding immediately before the merger's effective time

Direct shares after transaction 0 shares Reported following the October 14, 2026 transaction

Key Terms

Merger Agreement, restricted stock units (RSUs), RSU Consideration

3 terms

Merger Agreement financial

"the "Merger Agreement""

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

restricted stock units (RSUs) financial

"award of restricted stock units ("RSUs")"

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

RSU Consideration financial

"the "RSU Consideration""

FAQ

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How many CCO shares did director Joe Marchese return to the issuer?

Joe Marchese returned 906,807 common shares to the issuer on October 14, 2026, in connection with the merger. The merger terms converted each share into the right to receive $2.43 in cash per share; his reported direct holdings afterward were zero.

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

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Available on EDGAR 10/15/2026 - 03:48 PM EDT Accepted by SEC EDGAR 10/15/2026 - 03:48 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^*

MARCHESE JOE

(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)

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

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)(2)		906,807	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 ("RSUs") of the Issuer, was cancelled and converted into the right to receive an amount in cash amount equal to $2.43 multiplied by the total number of shares subject to such award (the "RSU Consideration").

2. Pursuant to the Merger Agreement, each award of RSUs issued in lieu of cash retainers outstanding immediately prior to the effective time of the Merger was converted into the RSU Consideration.

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