Director at Clear Channel (NYSE: CCO) awarded new RSU grants

Rhea-AI Filing Summary

MORELAND W BENJAMIN reported acquisition or exercise transactions in this Form 4 filing.

Clear Channel Outdoor Holdings director Benjamin W. Moreland reported awards of restricted stock units instead of cash fees for 2026. He was granted 52,301 shares of common stock at a reference price of $2.39 per share and 62,761 shares at $0.00 per share.

The 52,301 restricted stock units vest in four equal installments on April 1, 2026, July 1, 2026, October 1, 2026 and January 1, 2027 under the company’s 2012 Third Amended and Restated Stock Incentive Plan. The 62,761 restricted stock units vest on January 1, 2027 under the same plan, and total direct holdings after these grants are 2,625,883 shares.

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

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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^*

MORELAND W BENJAMIN

(Last) (First) (Middle)

C/O CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

4830 NORTH LOOP 1604W, SUITE 111

(Street)

SAN ANTONIO TX 78249

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	02/18/2026		A		52,301(1)	A	$2.39	2,563,122	D
Common Stock	02/18/2026		A		62,761(2)	A	$0.00	2,625,883	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. The reporting person received 52,301 restricted stock units, which vest in four equal installments, subject to the terms thereunder, on April 1, 2026, July 1, 2026, October 1, 2026 and January 1, 2027. The reporting person received these awards under the Clear Channel Outdoor Holdings, Inc. 2012 Third Amended and Restated Stock Incentive Plan (the "Plan") in lieu of an annual cash retainer for 2026.

2. The reporting person received 62,761 restricted stock units, which vest on January 1, 2027, under the Plan.

	/s/ Lynn A. Feldman as Attorney-in-fact on behalf of W. Benjamin Moreland	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Clear Channel Outdoor (CCO) report for Benjamin W. Moreland?

Clear Channel Outdoor reported that director Benjamin W. Moreland received two grants of restricted stock units. One grant was 52,301 units and the other was 62,761 units, both in common stock, as part of his 2026 director compensation under the company’s stock incentive plan.

How many restricted stock units did the CCO director receive and at what prices?

Benjamin W. Moreland received 52,301 restricted stock units at a reference price of $2.39 per share and 62,761 restricted stock units at $0.00 per share. These awards are stock-based compensation, not open-market share purchases, under Clear Channel Outdoor’s stock incentive plan.

What are the vesting terms for Benjamin W. Moreland’s 52,301 CCO restricted stock units?

The 52,301 restricted stock units vest in four equal installments on April 1, 2026, July 1, 2026, October 1, 2026 and January 1, 2027. Vesting is subject to the terms of Clear Channel Outdoor’s 2012 Third Amended and Restated Stock Incentive Plan.

When do the additional 62,761 CCO restricted stock units granted to the director vest?

The additional 62,761 restricted stock units granted to Benjamin W. Moreland vest on January 1, 2027. These units were awarded under Clear Channel Outdoor’s stock incentive plan as part of his director compensation, separate from the quarterly-vesting 52,301-unit award.

Why did Benjamin W. Moreland receive these CCO restricted stock unit awards?

Benjamin W. Moreland received the 52,301 restricted stock unit award in lieu of an annual cash retainer for 2026. Both awards were granted under Clear Channel Outdoor’s 2012 Third Amended and Restated Stock Incentive Plan as stock-based compensation for his service as a director.

What is Benjamin W. Moreland’s direct CCO share ownership after these grants?

After these restricted stock unit grants, Benjamin W. Moreland directly owns 2,625,883 shares of Clear Channel Outdoor common stock. This total reflects his updated direct ownership position as reported following the 2026 award transactions under the company’s stock incentive plan.