PIMCO backs $2.43-per-share buyout of Clear Channel Outdoor (CCO)

Rhea-AI Filing Summary

Clear Channel Outdoor Holdings agreed to be acquired in an all-cash merger. On February 9, 2026, it entered a Merger Agreement with Madison Parent Inc. and Madison Merger Sub Inc. under which each share of common stock will be converted into the right to receive $2.43 in cash, without interest.

Pacific Investment Management Company LLC reported beneficial ownership of 104,722,539 shares, representing 21.1% of the common stock, based on 497,305,185 shares outstanding as of November 3, 2025. PIMCO affiliates signed a Support Agreement to vote all of their shares in favor of adopting the Merger Agreement, subject to customary terms and a lock-up during the support period. The filer reports no transactions in the stock during the 60 days before this amendment.

Positive

• Cash merger consideration: Each outstanding Clear Channel Outdoor common share will be converted into the right to receive $2.43 in cash, providing a defined liquidity outcome for shareholders upon closing.
• Large holder voting support: Pacific Investment Management Company LLC and its affiliates, owning 104,722,539 shares (21.1% of the class), agreed via a Support Agreement to vote all of their shares in favor of adopting the Merger Agreement.

Negative

• None.

Insights

M&A and shareholder-activism analyst

Filing reveals a cash buyout at $2.43 per share with strong 21.1% holder support.

The amendment shows Clear Channel Outdoor has a signed Merger Agreement with Madison Parent Inc. Each outstanding common share will be converted into the right to receive $2.43 in cash, indicating a full take-private transaction structure.

Pacific Investment Management Company LLC reports beneficial ownership of 104,722,539 shares, or 21.1% of the class, based on 497,305,185 shares outstanding as of November 3, 2025. Affiliates have entered a Support Agreement committing to vote all of these shares in favor of adopting the Merger Agreement, subject to its terms.

This support from a large stockholder materially increases the probability that the merger will obtain shareholder approval. The amendment also notes no trades in the past 60 days, underscoring that the position was stable heading into the February 9, 2026 merger announcement.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Clear Channel Outdoor Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

18453Hl06

(CUSIP Number)

Zephram Yowell
Pacific Investment Management Co LLC, 650 Newport Center Drive
Newport Beach, CA, 92660
(949) 720-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/09/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 18453Hl06

1

Name of reporting person

Pacific Investment Management Company LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 104,722,539.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 104,722,539.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

104,722,539.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

21.1 %

14

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person:

With respect to Row (13), the number of shares outstanding for purposes of this percentage calculation assumes 497,305,185 shares of Common Stock outstanding as of November 3, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed with the SEC on November 6, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: Clear Channel Outdoor Holdings, Inc.
(c)	Address of Issuer's Principal Executive Offices: 4830 North Loop 1604W, Suite 111, San Antonio, TEXAS , 78249.
Item 1 Comment: This Amendment No. 5 ("Amendment No. 5") amends and supplements the Schedule 13D filed on May 13, 2019 (the "Original Schedule 13D") as amended by Amendment No. 1 thereto on July 10, 2019 ("Amendment No. 1"), Amendment No. 2 thereto on July 31, 2019 ("Amendment No. 2"), Amendment No. 3 thereto on August 2, 2019 ("Amendment No. 3"), and Amendment No. 4 thereto on July 14, 2023 ("Amendment No. 4" and, together with the Original Schedule 13D, Amendment Nos. 1, 2, 3 and 4, the "Schedule 13D"), relating to the shares of common stock, par value $0.01 per share (the "Common Stock"), of Clear Channel Outdoor Holdings, Inc., a Delaware corporation (the "Issuer"). Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 5 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Original Schedule 13D is hereby amended to add the following: On February 9, 2026, the Issuer, Madison Parent Inc. ("Parent") and Madison Merger Sub Inc. ("Merger Sub") entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which at closing, Merger Sub will be merged with and into the Issuer, the separate corporate existence of Merger Sub will thereupon cease and the Issuer shall continue as the surviving corporation of the Merger and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the terms of the Merger Agreement, each issued and outstanding share of Common Stock of the Issuer will be converted into the right to receive cash in an amount equal to $2.43, without interest thereon. Support Agreement In connection with the Merger Agreement, on February 9, 2026, affiliates of the Reporting Person and Parent entered into a Support Agreement (the "Support Agreement"), pursuant to which Reporting Person and its affiliates have agreed, among other things, subject to the terms and conditions of the Support Agreement, to vote all of their shares of the Issuer in favor of the adoption of the Merger Agreement. The Support Agreement also contains customary lock-up provisions during the support period. The foregoing description of the Support Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Support Agreement, which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	The information contained in Item 5(a) of the Schedule 13D is hereby amended to add the following: Items 7-13 (inclusive of the footnote thereto) of the cover page of this Amendment No. 5 are incorporated herein by reference.
(b)	The information contained in Item 5(b) of the Schedule 13D is hereby amended to add the following: Items 7-13 (inclusive of the footnote thereto) of the cover page of this Amendment No. 5 are incorporated herein by reference.
(c)	The information contained in Item 5(c) of the Schedule 13D is hereby amended to add the following: There have been no transactions with respect to the Common Stock during the sixty days prior to the date of this Amendment No. 5 by the Reporting Person or, to its knowledge, by any executive officer or director of the Reporting Person.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended to add the following: On February 9, 2026, affiliates of the Reporting Person entered into the Support Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: Exhibit 99.1 - Support Agreement, dated February 9, 2026, by and among Madison Parent Inc. and the stockholders listed on Schedule A thereto.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Pacific Investment Management Company LLC

Signature:	/s/ Alyssa Creighton
Name/Title:	Alyssa Creighton, Senior Vice President
Date:	02/11/2026

FAQ

What transaction involving Clear Channel Outdoor (CCO) is described here?

The document describes a Merger Agreement where Clear Channel Outdoor will merge with Madison Merger Sub Inc., becoming a wholly owned subsidiary of Madison Parent Inc., and each share of common stock will be converted into the right to receive cash consideration of $2.43 per share.

How much will Clear Channel Outdoor (CCO) shareholders receive per share in the merger?

Each issued and outstanding Clear Channel Outdoor common share will be converted into the right to receive $2.43 in cash, without interest. This fixed cash amount is defined in the Merger Agreement between the company, Madison Parent Inc., and Madison Merger Sub Inc. dated February 9, 2026.

How many Clear Channel Outdoor (CCO) shares does Pacific Investment Management Company LLC own?

Pacific Investment Management Company LLC reports beneficial ownership of 104,722,539 shares of Clear Channel Outdoor common stock. This represents 21.1% of the class, based on 497,305,185 shares outstanding as of November 3, 2025, as disclosed by the issuer in its Form 10-Q.

What percentage of Clear Channel Outdoor (CCO) does PIMCO’s position represent?

PIMCO’s reported beneficial ownership represents 21.1% of Clear Channel Outdoor’s common stock. This percentage is calculated using 497,305,185 shares outstanding as of November 3, 2025, as reported in the company’s Form 10-Q for the quarter ended September 30, 2025.

What is the Support Agreement mentioned in the Clear Channel Outdoor (CCO) filing?

On February 9, 2026, affiliates of PIMCO and Madison Parent Inc. entered a Support Agreement. Under it, PIMCO and its affiliates agreed to vote all their Clear Channel Outdoor shares in favor of adopting the Merger Agreement and accepted customary lock-up provisions during the support period.

Were there recent trades in Clear Channel Outdoor (CCO) by the reporting person before this amendment?

The filing states there were no transactions in Clear Channel Outdoor common stock during the sixty days before this amendment by the reporting person or, to its knowledge, by any of its executive officers or directors. This indicates the position remained unchanged in that look-back period.

What share count did the filing use to calculate PIMCO’s 21.1% stake in Clear Channel Outdoor (CCO)?

The 21.1% ownership figure is based on 497,305,185 shares of Clear Channel Outdoor common stock outstanding as of November 3, 2025. That share count comes from the issuer’s Form 10-Q for the quarter ended September 30, 2025, filed on November 6, 2025.