Clear Channel Outdoor Hldgs In SEC Filings

Clear Channel Outdoor Holdings, Inc. reported that Chief Accounting Officer Jason Dilger had 71,136 shares of common stock withheld at $2.37 per share to cover tax obligations tied to vesting restricted stock units. After this tax-withholding disposition, he directly holds 693,310 shares of the company’s common stock.

Clear Channel Outdoor Holdings reported that the 45-day “go-shop” period under its merger agreement with Madison Parent Inc. and Madison Merger Sub Inc. expired at 11:59 p.m. New York City time on March 26, 2026. During this period, its financial advisors contacted 46 potential buyers and 7 parties signed non-disclosure agreements, but none provided an indication of interest or an offer to acquire the company.

With the “go-shop” period now over, the company is subject to customary “no-shop” restrictions, although the merger agreement includes standard fiduciary-out provisions. The merger with an investor consortium led by affiliates of Mubadala Capital in partnership with TWG Global will next require stockholder approval at a special meeting and satisfaction of regulatory and other closing conditions, as detailed in future proxy materials.

Clear Channel Outdoor Holdings filed an amended annual report to add Part III information on board structure, governance and executive compensation for 2025, without changing any previously reported financial results. The company confirms NYSE-compliant independent audit, compensation, and nominating committees, detailed governance guidelines and a broad code of ethics and insider trading policy.

The filing explains a pay-for-performance program that emphasizes variable, equity-based compensation tied to Plan Adjusted EBITDA, relative total shareholder return and cash flow metrics. 2025 bonuses for named executives were paid at 107%–119% of target, and sizable RSU/PSU grants were issued. It also describes how outstanding RSUs, PSUs, options and new cash retention bonuses will be treated in connection with the pending cash acquisition at $2.43 per share by an investor consortium led by Mubadala Capital and TWG Global.

Clear Channel Outdoor Holdings, Inc. executive Robert McCuin, EVP and Chief Revenue Officer, filed an initial ownership report showing his equity interests in the company. This Form 3 does not reflect new purchases or sales but establishes his current holdings.

He directly holds 845,432 shares of common stock, which include 534,632 restricted stock units that vest in tranches on April 1, 2026, 2027, and 2028. He also reports 641,025 performance stock units that may vest in one-third increments based on stock price hurdles between May 31, 2024 and May 31, 2028, and 14,109 fully vested stock options, all held directly.

Clear Channel Outdoor Holdings outlines a major transformation of its business and capital structure. The company has agreed to be taken private by a Mubadala Capital–led investor group, with each outstanding share to be converted into $2.43 in cash at closing, subject to stockholder and regulatory approvals.

The business is pivoting to a primarily U.S.-focused model after selling most international operations and agreeing to sell Spain, concentrating on its America roadside and Airports segments, which generated about $1.6 billion in 2025 revenue combined. As of December 31, 2025, the America segment contributed $1,197 million and Airports $407 million, with digital assets representing only 8% of inventory but 44% of annual revenue.

The filing highlights a heavy debt load and ongoing deleveraging efforts. Total indebtedness was approximately $5.1 billion as of December 31, 2025, with cash interest payments of $394.4 million in 2025 and an expected $401 million in 2026, even after refinancing $2.0 billion of debt to extend maturities. The company emphasizes cost controls, digital expansion, and technology investments such as its RADAR data platform and programmatic offerings to drive growth while managing economic, regulatory and merger-related risks. As of February 23, 2026, there were 498,488,033 common shares outstanding, excluding treasury shares.

Clear Channel Outdoor Holdings reported stronger 2025 results while agreeing to a take-private merger. The company entered a definitive agreement to be acquired by Mubadala Capital, in partnership with TWG Global, for $2.43 per share in cash, with closing expected by the end of the third quarter of 2026, subject to shareholder and regulatory approvals.

For 2025, consolidated revenue rose to $1,604.1 million from $1,505.2 million, and consolidated net income reached $24.7 million versus a prior-year loss. Adjusted EBITDA increased to $504.8 million, and AFFO climbed to $95.3 million. The America and Airports segments both grew, while consolidated capital expenditures fell to $61.8 million. Net debt declined to $4,913.0 million after asset sales and refinancing that extended senior secured note maturities into 2031 and 2033. The company held $190.0 million of cash and cash equivalents at year-end and expects approximately $401 million of cash interest in 2026.

White Raymond T. reported acquisition or exercise transactions in this Form 4 filing.

Clear Channel Outdoor Holdings reported that director representative Raymond T. White was granted stock-based compensation tied to his Board service. He received 37,656 restricted stock units that vest in four equal installments on April 1, 2026, July 1, 2026, October 1, 2026 and January 1, 2027, in lieu of a 2026 annual cash retainer. He also received 62,761 restricted stock units vesting on January 1, 2027 under the company’s 2012 Third Amended and Restated Stock Incentive Plan.

According to the filing, Legion Partners Asset Management holds all of the direct economic interest in these securities, while various Legion investment entities and principals, including Mr. White and Christopher S. Kiper, may be deemed beneficial owners through their roles in those entities.

Clear Channel Outdoor Holdings, Inc. director Lisa Hammitt reported an equity award from the company. She acquired 62,761 restricted stock units at no cash cost, described as a grant or award. These units are scheduled to vest on January 1, 2027 under the 2012 Third Amended and Restated Stock Incentive Plan, increasing her equity-based interest in the company.

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.