Clear Channel Outdoor: 105M shares disposed in merger

Rhea-AI Filing Summary

Clear Channel Outdoor Holdings, Inc. (CCO) reported an indirect disposition of 104,722,539 common shares on October 14, 2026, when Madison Merger Sub Inc. merged into the company, which survived as a wholly owned subsidiary of Madison Parent Inc. Each share converted into the right to receive $2.43 in cash, and the reported resulting holding was zero shares. The shares were held by investment advisory clients and discretionary accounts advised by Pacific Investment Management Co LLC, a ten percent owner, which disclaims beneficial ownership except to the extent of its pecuniary interest. No Rule 10b5-1 plan is reported.

Insider Trade Summary

Tender Offer: 104,722,539 shares

Tender Offer 1 txn

Insider PACIFIC INVESTMENT MANAGEMENT CO LLC

Role 10% Owner

Type	Security	Shares	Price	Value
Tender Offer	Common Stock F1, F2	104,722,539	$2.43	$254.48M

Holdings After Transaction: Common Stock — 0 shares (Indirect, See footnote)

Footnotes (2)

1. F1. Pursuant to the Agreement and Plan of Merger, dated as of February 9, 2026 (the "Merger Agreement"), on October 14, 2026 Madison Merger Sub Inc., a wholly-owned subsidiary of Madison Parent Inc. ("Parent"), merged with and into Clear Channel Outdoor Holdings, Inc. (the "Issuer") with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger"). Each share of the Issuer's 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.
2. F2. The Reporting Person is the investment adviser to certain investment advisory clients and discretionary accounts that held the shares reported herein. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein.

Key Figures

Common shares disposed of: 104,722,539 shares Cash consideration per share: $2.43 per share Reported shares following transaction: 0 shares

3 metrics

Common shares disposed of 104,722,539 shares Indirect disposition on October 14, 2026

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

Reported shares following transaction 0 shares Reported resulting position

Key Terms

pecuniary interest, beneficial ownership, wholly-owned subsidiary

3 terms

pecuniary interest financial

"except to the extent of its pecuniary interest therein"

beneficial ownership financial

"disclaims beneficial ownership of such shares"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

wholly-owned subsidiary technical

"Issuer surviving as a wholly-owned subsidiary of Parent"

A wholly-owned subsidiary is a company whose entire ownership is held by another company, called the parent, so the parent controls all shares, board appointments and major decisions. For investors this matters because the subsidiary’s profits, losses, assets and liabilities are treated as part of the parent’s financial picture, affecting valuation and risk exposure — imagine a parent owning a single storefront outright and consolidating its receipts and bills into the parent’s books.

FAQ

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How many CCO shares were disposed of, and what did each share receive?

Pacific Investment Management Co LLC reported an indirect disposition of 104,722,539 Clear Channel Outdoor common shares on October 14, 2026. Each share converted into the right to receive $2.43 in cash, and the reported resulting holding was zero shares. No Rule 10b5-1 plan is reported.

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

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 10/16/2026 - 08:49 PM EDT Accepted by SEC EDGAR 10/16/2026 - 08:48 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^*

PACIFIC INVESTMENT MANAGEMENT CO LLC

(Last) (First) (Middle)

650 NEWPORT CENTER DRIVE

(Street)

NEWPORT BEACH CALIFORNIA 92660

(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	X	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		U(1)		104,722,539	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

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of February 9, 2026 (the "Merger Agreement"), on October 14, 2026 Madison Merger Sub Inc., a wholly-owned subsidiary of Madison Parent Inc. ("Parent"), merged with and into Clear Channel Outdoor Holdings, Inc. (the "Issuer") with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger"). Each share of the Issuer's 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.

2. The Reporting Person is the investment adviser to certain investment advisory clients and discretionary accounts that held the shares reported herein. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein.

	By: /s/ Alyssa Creighton, Senior Vice President, Pacific Investment Management Company LLC	10/16/2026
	** 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)