Clear Channel Outdoor: McCuin shares convert at $2.43

The merger terms convert the performance stock unit award into cash rights, with two-thirds of the amount vesting and becoming payable on May 31, 2028, subject to conditions.

Rhea-AI Filing Summary

Clear Channel Outdoor Holdings, Inc. EVP, Chief Revenue Officer Robert McCuin disposed of 1,027,201 common shares on October 14, 2026, which under the merger agreement were converted into a right to receive $2.43 per share in cash. He also disposed of 641,025 shares subject to performance stock units, canceled for a cash amount equal to $2.43 multiplied by the shares subject to the award. Two-thirds of that cash amount vests and becomes payable on May 31, 2028, subject to certain terms and conditions. His reported holdings after each transaction were zero. No Rule 10b5-1 plan is reported.

Insider Trade Summary

Disposition: 1,668,226 shares

Disposition 2 txns

Insider McCuin Robert

Role EVP, Chief Revenue Officer

Type	Security	Shares	Price	Value
Disposition	Performance Stock Units F2	641,025	$2.43	$1.56M
Disposition	Common Stock F1	1,027,201	$2.43	$2.50M

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: 1,027,201 shares Common share cash conversion: $2.43 per share Shares subject to performance stock unit award: 641,025 shares +3 more

6 metrics

Common shares disposed 1,027,201 shares October 14, 2026

Common share cash conversion $2.43 per share Merger agreement conversion right

Shares subject to performance stock unit award 641,025 shares Disposed on October 14, 2026

Award cash conversion amount $2.43 multiplied by shares subject to the award Merger agreement

Award cash amount vesting and payable Two-thirds May 31, 2028, subject to certain terms and conditions

Reported holdings after transactions 0 shares Common stock and performance stock unit transaction rows

Key Terms

Performance Stock Units, Agreement and Plan of Merger, effective time of the Merger, restricted stock units

4 terms

Performance Stock Units financial

"Performance Stock Units"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

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 of the Merger financial

"immediately prior to the effective time of the Merger"

The effective time of the merger is the exact moment when a planned combination of two companies legally takes effect, usually specified in the merger agreement and reflected by the formal filing or timestamp. For investors, it is the point when ownership, voting rights, financial reporting and control shift—like a light switch flipping that joins two rooms into one—so it determines when shares convert, who controls corporate decisions and which results appear in financial statements.

restricted stock units financial

"each 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.

FAQ

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

How many CCO shares did Robert McCuin dispose of?

Robert McCuin, EVP, Chief Revenue Officer, reported a disposition to the issuer of 1,027,201 common shares on October 14, 2026. Under the merger agreement, each share was converted into the right to receive $2.43 in cash per share. No Rule 10b5-1 plan is reported.

What happened to Robert McCuin’s CCO performance stock units?

The 641,025 shares subject to the performance stock unit award were canceled and converted into a right to receive cash equal to $2.43 multiplied by the shares subject to the award. Two-thirds of that cash amount 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^*

McCuin Robert

(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)
	EVP, Chief Revenue 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)		1,027,201	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			641,025	(2)	(2)	Common Stock	641,025	$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.

	/s/ Lynn A. Feldman, as Attorney-in-fact on behalf of Robert McCuin	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.
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* Form 4: SEC 1474 (03-26)