Clear Channel Outdoor CEO shares convert at $2.43

The CEO reported zero remaining common shares, trust-held common shares and performance stock units after the transactions.

Rhea-AI Filing Summary

Clear Channel Outdoor Holdings, Inc. (CCO) CEO Scott Wells reported merger-related dispositions dated October 14, 2026. His 6,042,485 directly held common shares were converted into a right to receive $2.43 per share in cash. Another 40,000 common shares were held by two Wells 2013 Irrevocable Trusts for Evelyn G. Wells and Charles R. Wells; Scott R. Wells and Gary Smith are named as trustees, and those shares were also converted into a right to receive $2.43 per share in cash.

His 3,205,128 performance stock units were canceled and converted into a right to receive cash equal to $2.43 multiplied by the shares subject to the awards, following his qualifying termination in connection with the merger. Reported holdings following each transaction were zero. No Rule 10b5-1 plan is reported.

Insider Trade Summary

Disposition: 9,287,613 shares

Disposition 3 txns

Insider WELLS SCOTT

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Disposition	Performance Stock Units F3	3,205,128	$2.43	$7.79M
Disposition	Common Stock F1	6,042,485	$2.43	$14.68M
Disposition	Common Stock F1, F2	40,000	$2.43	$97K

Holdings After Transaction: Performance Stock Units — 0 contracts (Direct); Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, See Footnote)

Footnotes (3)

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. These shares are held by the Wells 2013 Irrevocable Trust U/A 05/06/13 Scott R. Wells and Gary Smith Trustees for the Benefit of Evelyn G. Wells, and the Wells 2013 Irrevocable Trust U/A 05/06/13 Scott R. Wells and Gary Smith Trustees for the Benefit of Charles R. Wells.
3. F3. Pursuant to the Merger Agreement and the Reporting Person's qualifying termination of employment in connection with the closing of the Merger, 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.

Key Figures

Direct common shares disposed: 6,042,485 shares Trust-held common shares disposed: 40,000 shares Performance stock units disposed: 3,205,128 units +3 more

6 metrics

Direct common shares disposed 6,042,485 shares Transaction dated October 14, 2026

Trust-held common shares disposed 40,000 shares Held by trusts for Evelyn G. Wells and Charles R. Wells; transaction dated October 14, 2026

Performance stock units disposed 3,205,128 units Transaction dated October 14, 2026

Cash consideration per share $2.43 per share Merger consideration for common shares

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

Performance stock units after transaction 0 units Reported following the transaction dated October 14, 2026

Key Terms

Performance Stock Units, restricted stock units, Merger Agreement

3 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.

restricted stock units financial

"each outstanding award of restricted stock units of the Issuer was cancelled"

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.

Merger Agreement regulatory

"Pursuant to the Merger Agreement and the Reporting Person's qualifying termination"

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.

FAQ

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

What did CCO CEO Scott Wells dispose of in the merger?

On October 14, 2026, 6,042,485 directly held common shares, 40,000 shares held by trusts for Evelyn G. Wells and Charles R. Wells, and 3,205,128 performance stock units were converted or canceled for the right to receive $2.43 per share or underlying share in cash. Reported holdings after each transaction were zero; no Rule 10b5-1 plan is reported.

Why were Scott Wells's CCO performance stock units canceled?

The applicable awards vested based on targets for the average closing price of common stock. Under the Merger Agreement, the awards were canceled and converted into a right to receive cash equal to $2.43 multiplied by the shares subject to each award, following Scott Wells's qualifying termination in connection with the merger closing.

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

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Available on EDGAR 10/15/2026 - 03:30 PM EDT Accepted by SEC EDGAR 10/15/2026 - 03:30 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^*

WELLS SCOTT

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive 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)		6,042,485	D	$2.43	0	D
Common Stock	10/14/2026		D(1)		40,000	D	$2.43	0	I	See Footnote(2)

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	(3)	10/14/2026		D			3,205,128	(3)	(3)	Common Stock	3,205,128	$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. These shares are held by the Wells 2013 Irrevocable Trust U/A 05/06/13 Scott R. Wells and Gary Smith Trustees for the Benefit of Evelyn G. Wells, and the Wells 2013 Irrevocable Trust U/A 05/06/13 Scott R. Wells and Gary Smith Trustees for the Benefit of Charles R. Wells.

3. Pursuant to the Merger Agreement and the Reporting Person's qualifying termination of employment in connection with the closing of the Merger, 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.

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