Clear Channel Outdoor: Dionne returns 785K shares

The merger terms also converted outstanding restricted stock unit awards into cash consideration equal to $2.43 per underlying share.

Rhea-AI Filing Summary

Clear Channel Outdoor Holdings, Inc. director John D. Dionne returned 785,173 common shares to the issuer on October 14, 2026, in connection with the merger. The merger terms converted each outstanding common share into the right to receive $2.43 in cash per share; Dionne reported zero directly held shares after the transaction. No Rule 10b5-1 plan is reported.

Insider Trade Summary

Disposition: 785,173 shares

Disposition 1 txn

Insider Dionne John D.

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock F1, F2	785,173	$2.43	$1.91M

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: 785,173 shares Merger Consideration per Share: $2.43 per share Direct Shares Following Transaction: 0 shares

3 metrics

Common Shares Returned to Issuer 785,173 shares Transaction reported on October 14, 2026.

Merger Consideration per Share $2.43 per share Cash consideration right for each outstanding common share.

Direct Shares Following Transaction 0 shares Reported after the October 14, 2026 transaction.

Key Terms

Agreement and Plan of Merger, restricted stock units, RSU Consideration

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.

RSU Consideration financial

"the "RSU Consideration""

FAQ

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

How many CCO shares did John D. Dionne return, and at what price?

John D. Dionne reported returning 785,173 common shares to the issuer on October 14, 2026. Under the merger terms, each outstanding common share carried the right to receive $2.43 in cash per share. He reported zero directly held shares afterward.

What did Clear Channel Outdoor's merger terms provide for restricted stock units?

Each outstanding restricted stock unit award was canceled and converted into cash consideration equal to $2.43 multiplied by the total number of shares subject to the award. Awards issued in lieu of cash retainers were included.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/15/2026 - 03:43 PM EDT Accepted by SEC EDGAR 10/15/2026 - 03:43 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^*

Dionne John D.

(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)		785,173	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 John D. Dionne	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)