CCO officer updates holdings after equity awards

Clear Channel Outdoor Holdings Chief Accounting Officer Jason Dilger reported equity compensation transactions.

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Form Type

Rhea-AI Filing Summary

Clear Channel Outdoor Holdings Chief Accounting Officer Jason Dilger reported equity compensation transactions. He acquired 49,019 shares of common stock upon satisfaction of performance criteria tied to performance stock units, and the company withheld 65,128 shares at $2.40 per share to cover tax obligations on the vesting. He also received a grant of 165,509 restricted stock units that vest in full on April 29, 2027. Following these award and tax-withholding entries, he holds 842,710 shares of common stock directly.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider DILGER JASON

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	165,509	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	65,128	$2.40	$156K
Grant/Award	Common Stock	49,019	$0.00	$0.00

Holdings After Transaction: Common Stock — 842,710 shares (Direct)

Footnotes (3)

F1. Represents shares earned upon satisfaction of performance criteria in connection with performance stock units.
F2. Represents the number of shares withheld by the Company to cover tax withholding obligations in connection with the vesting of performance stock units.
F3. Represents a grant of restricted stock units, which vest in full on April 29, 2027.

Key Figures

Performance shares earned: 49,019 shares Shares withheld for taxes: 65,128 shares at $2.40 New RSU grant: 165,509 units +1 more

4 metrics

Performance shares earned 49,019 shares Earned upon satisfaction of performance criteria for performance stock units

Shares withheld for taxes 65,128 shares at $2.40 Withheld to cover tax obligations on vesting PSUs

New RSU grant 165,509 units Restricted stock units vesting on April 29, 2027

Shares owned after transactions 858,819 shares Direct holdings after reported Form 4 entries

Key Terms

performance stock units, tax withholding obligations, restricted stock units, Form 4

4 terms

performance stock units financial

"Represents shares earned upon satisfaction of performance criteria in connection with 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.

tax withholding obligations financial

"Represents the number of shares withheld by the Company to cover tax withholding obligations in connection with the vesting of performance stock units."

restricted stock units financial

"Represents a grant of restricted stock units, which vest in full on April 29, 2027."

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.

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

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

What insider transactions did CCO executive Jason Dilger report on this Form 4?

Jason Dilger reported stock-based compensation activity, not open-market trading. He earned 49,019 shares from performance stock units, had 65,128 shares withheld for taxes, and received 165,509 restricted stock units that vest in 2027, all in Clear Channel Outdoor common stock.

Were any of Jason Dilger’s CCO transactions open-market stock sales or purchases?

No, the reported transactions are equity compensation-related. They include shares earned from performance stock units, a tax-withholding disposition at $2.40 per share, and a restricted stock unit grant, rather than discretionary open-market buys or sales of Clear Channel Outdoor shares.

How many Clear Channel Outdoor shares does Jason Dilger hold after these Form 4 transactions?

After the compensation and tax-withholding entries, Jason Dilger directly holds 858,819 shares of Clear Channel Outdoor common stock. This figure reflects his updated ownership following the performance stock unit vesting, tax-share withholding, and the new restricted stock unit grant reported.

What is the size and vesting schedule of Jason Dilger’s new CCO restricted stock unit grant?

Jason Dilger received a grant of 165,509 restricted stock units. According to the disclosure, these restricted stock units vest in full on April 29, 2027, meaning he is scheduled to receive the underlying Clear Channel Outdoor common shares on that vesting date if conditions are met.

Why were 65,128 CCO shares disposed of in Jason Dilger’s Form 4 filing?

The 65,128-share disposition reflects tax withholding, not an open-market sale. The company withheld these shares, valued at $2.40 per share, to satisfy tax obligations triggered by the vesting of performance stock units awarded to Jason Dilger as part of his compensation.

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Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 05/01/2026 - 04:05 PM

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

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^*

DILGER JASON

(Last)

(First)

(Middle)

C/O CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

4830 NORTH LOOP 1604W, 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)
	Chief Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/29/2026		A		165,509⁽¹⁾	A	$0	858,819	D
Common Stock	04/29/2026		F		65,128⁽²⁾	D	$2.4	793,691	D
Common Stock	04/29/2026		A		49,019⁽³⁾	A	$0	842,710	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares earned upon satisfaction of performance criteria in connection with performance stock units.

2. Represents the number of shares withheld by the Company to cover tax withholding obligations in connection with the vesting of performance stock units.

3. Represents a grant of restricted stock units, which vest in full on April 29, 2027.

	/s/ Lynn A. Feldman, as Attorney-in-fact on behalf of Jason Dilger	05/01/2026
	** 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)

Source: View Original Filing on SEC EDGAR