Legion backs Clear Channel Outdoor (NYSE: CCO) Mubadala-led buyout

Rhea-AI Filing Summary

Legion Partners and affiliated funds report beneficial ownership of approximately 5.3% of Clear Channel Outdoor’s common stock and formalize support for a planned sale of the company. They collectively hold 26,230,553 shares out of 498,488,033 shares outstanding as of February 5, 2026.

The group entered into a Support Agreement with Madison Parent Inc., whose investor consortium is advised by Mubadala Capital in partnership with TWG Global. Legion has agreed to vote its shares for the merger and against competing acquisition proposals, and to restrict share transfers until required stockholder approval is obtained, subject to specified exceptions.

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Event-driven equity analyst

Legion confirms a 5.3% stake in Clear Channel Outdoor and contractually backs the Mubadala-led buyout.

Legion Partners and related entities disclose beneficial ownership of 26,230,553 shares of Clear Channel Outdoor, about 5.3% of the 498,488,033 shares outstanding as of February 5, 2026. Several Delaware partnerships and LLCs hold portions of this position under a common control structure.

The filing highlights a Support Agreement signed on February 9, 2026 with Madison Parent Inc., tied to a merger in which an investor consortium advised by Mubadala Capital, with TWG Global, will acquire the company. Legion agrees to vote in favor of adopting the merger agreement and against any defined Acquisition Proposal, and to avoid transferring shares before Requisite Stockholder Approval, subject to limited exceptions.

The document also explains that director Raymond T. White received 293,857 RSUs for board service, all vested, with the economic benefit assigned to Legion Partners Asset Management for no consideration. The group reports no trading in the issuer’s securities during the last 60 days, so near-term changes in ownership stem from contractual commitments rather than open-market activity.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Clear Channel Outdoor Holdings, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

18453H106

(CUSIP Number)

CHRISTOPHER S. KIPER
LEGION PARTNERS ASSET MANAGEMENT, LLC, 12121 Wilshire Blvd, Suite 1240
Los Angeles, CA, 90025
424-253-1773

RYAN NEBEL
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(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. 18453H106

1

Name of reporting person

Legion Partners, L.P. I

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)

WC

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 0.00
8	Shared Voting Power 21,869,019.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 21,869,019.00

11

Aggregate amount beneficially owned by each reporting person

21,869,019.00

12

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

13

Percent of class represented by amount in Row (11)

4.4 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 18453H106

1

Name of reporting person

Legion Partners, L.P. II

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)

WC

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 0.00
8	Shared Voting Power 1,943,844.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,943,844.00

11

Aggregate amount beneficially owned by each reporting person

1,943,844.00

12

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

13

Percent of class represented by amount in Row (11)

0.4 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 18453H106

1

Name of reporting person

Legion Partners Special Opportunities, L.P. XVI

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)

WC

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 0.00
8	Shared Voting Power 2,122,933.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,122,933.00

11

Aggregate amount beneficially owned by each reporting person

2,122,933.00

12

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

13

Percent of class represented by amount in Row (11)

0.4 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 18453H106

1

Name of reporting person

Legion Partners, 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)

AF

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 0.00
8	Shared Voting Power 25,935,796.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 25,935,796.00

11

Aggregate amount beneficially owned by each reporting person

25,935,796.00

12

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

13

Percent of class represented by amount in Row (11)

5.2 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 18453H106

1

Name of reporting person

Legion Partners Asset Management, 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)

AF, 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 0.00
8	Shared Voting Power 26,229,653.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 26,229,653.00

11

Aggregate amount beneficially owned by each reporting person

26,229,653.00

12

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

13

Percent of class represented by amount in Row (11)

5.3 %

14

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13D

CUSIP No. 18453H106

1

Name of reporting person

Legion Partners Holdings, 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)

AF, WC, 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 0.00
8	Shared Voting Power 26,230,553.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 26,230,553.00

11

Aggregate amount beneficially owned by each reporting person

26,230,553.00

12

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

13

Percent of class represented by amount in Row (11)

5.3 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 18453H106

1

Name of reporting person

Kiper Christopher S

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)

AF, OO

5

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

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 26,230,553.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 26,230,553.00

11

Aggregate amount beneficially owned by each reporting person

26,230,553.00

12

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

13

Percent of class represented by amount in Row (11)

5.3 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 18453H106

1

Name of reporting person

White Raymond T.

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)

AF, OO

5

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

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 26,230,553.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 26,230,553.00

11

Aggregate amount beneficially owned by each reporting person

26,230,553.00

12

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

13

Percent of class represented by amount in Row (11)

5.3 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.01 par value 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 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated to read as follows: The securities of the Issuer purchased by each of Legion Partners I, Legion Partners II, Legion Partners Special XVI and Legion Partners Holdings were purchased with working capital. The aggregate purchase price of the 21,869,019 Shares owned directly by Legion Partners I is approximately $41,997,307, including brokerage commissions. The aggregate purchase price of the 1,943,844 Shares owned directly by Legion Partners II is approximately $2,795,771, including brokerage commissions. The aggregate purchase price of the 2,122,933 Shares owned directly by Legion Partners Special XVI is approximately $4,669,146, including brokerage commissions. The aggregate purchase price of the 900 Shares owned directly by Legion Partners Holdings is approximately $2,004, including brokerage commissions. In connection with the appointment of Raymond T. White to the Board of Directors of the Issuer (the "Board"), as further described in Amendment No. 1 to the Schedule 13D, Mr. White has been awarded an aggregate of 293,857 restricted stock units ("RSUs") in connection with his service as a director of the Issuer, all of which have vested. Because Mr. White serves on the Board as a representative of Legion Partners Asset Management and the Reporting Persons, he does not have a right to any economic interest in securities of the Issuer granted to him by the Issuer in respect of his Board position. As a result, when the Issuer delivered such RSUs to Mr. White, Legion Partners Asset Management was entitled to receive all of the economic interests in securities granted to Mr. White by the Issuer in respect of Mr. White's Board position, for no consideration.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On February 9, 2026, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Madison Parent Inc., a Delaware corporation ("Parent"), and Madison Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which the Issuer is to be acquired by an investor consortium comprised of affiliates and/or certain investment funds advised by Mubadala Capital, in partnership with TWG Global. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Issuer (the "Merger" and, together, with the other transactions contemplated by the Merger Agreement, the "Transactions"), with the Issuer surviving as a wholly owned subsidiary of Parent, as more fully described in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on February 9, 2026. Concurrently with the execution of the Merger Agreement, the Reporting Persons and certain other parties entered into separate support agreements (each, a "Support Agreement") with Parent. Pursuant to the Support Agreement, the Reporting Persons agreed to, among other things, (i) vote or execute consents with respect to all of their Shares in favor of the adoption of the Merger Agreement and approval of the Merger and against any Acquisition Proposal (as defined in the Merger Agreement), subject to certain terms and conditions contained therein, and (ii) prior to the Issuer's receipt of the Requisite Stockholder Approval (as defined in the Support Agreement) and subject to limited exceptions, not to sell or otherwise transfer any of their Shares. The Support Agreement terminates in certain circumstances, including, among others, upon a Company Board Recommendation Change (as defined in the Merger Agreement) and by written consent of Parent and the Reporting Persons. The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of a Support Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated in its entirety as follows: The aggregate percentage of Shares reported owned by each person named herein is based on 498,488,033 Shares outstanding as of February 5, 2026, as reported in Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 9, 2026. As of the date hereof, Legion Partners I beneficially owned directly 21,869,019 Shares, representing approximately 4.4% of the outstanding Shares. As of the date hereof, Legion Partners II beneficially owned directly 1,943,844 Shares, representing approximately 0.4% of the outstanding Shares. As of the date hereof, Legion Partners Special XVI beneficially owned directly 2,122,933 Shares, representing approximately 0.4% of the outstanding Shares. Legion LLC, as the general partner of each of Legion Partners I, Legion Partners II and Legion Partners Special XVI, may be deemed the beneficial owner of the (i) 21,869,019 Shares beneficially owned directly by Legion Partners I, (ii) 1,943,844 Shares beneficially owned directly by Legion Partners II and (iii) 2,122,933 Shares beneficially owned directly by Legion Partners Special XVI, representing approximately 5.2% of the outstanding Shares. As of the date hereof, Legion Partners Asset Management may be deemed to beneficially own the 293,857 Shares that were granted to Mr. White by the Issuer in his capacity as a director of the Issuer, as further explained in Item 3. As the investment advisor of each of Legion Partners I, Legion Partners II and Legion Partners Special XVI, Legion Partners Asset Management may also be deemed the beneficial owner of the (i) 21,869,019 Shares beneficially owned by Legion Partners I, (ii) 1,943,844 Shares beneficially owned by Legion Partners II and (iii) 2,122,933 Shares beneficially owned by Legion Partners Special XVI, representing approximately 5.3% of the outstanding Shares. As of the date hereof, Legion Partners Holdings directly beneficially owned 900 Shares. As the sole member of Legion Partners Asset Management and the sole member of Legion LLC, Legion Partners Holdings may also be deemed the beneficial owner of the (i) 21,869,019 Shares beneficially owned by Legion Partners I, (ii) 1,943,844 Shares beneficially owned by Legion Partners II, (iii) 2,122,933 Shares beneficially owned by Legion Partners Special XVI and (iv) 293,857 Shares beneficially owned by Legion Partners Asset Management that were granted to Mr. White by the Issuer in his capacity as a director of the Issuer, representing approximately 5.3% of the outstanding Shares Each of Messrs. Kiper and White, as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, may be deemed the beneficial owner of the (i) 21,869,019 Shares beneficially owned by Legion Partners I, (ii) 1,943,844 Shares beneficially owned by Legion Partners II, (iii) 2,122,933 Shares beneficially owned by Legion Partners Special XVI, (iv) 900 Shares beneficially owned by Legion Partners Holdings and (v) 293,857 Shares beneficially owned by Legion Partners Asset Management that were granted to Mr. White by the Issuer in his capacity as a director of the Issuer, representing approximately 5.3% of the outstanding Shares.
(c)	Item 5(c) is hereby amended and restated in its entirety as follows: There have been no transactions in the securities of the Issuer during the past 60 days by the Reporting Persons.
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, the Reporting Persons and Parent entered into the Support Agreement as defined and described in Item 4, which is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 99.1 - Form of Support Agreement, dated as of February 9, 2026, by and among Madison Parent Inc. and certain stockholders of Clear Channel Outdoor Holdings, Inc. (incorporated by reference to Ex. 10.1 to the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 9, 2026).

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.

Legion Partners, L.P. I

Signature:	/s/ Christopher S. Kiper
Name/Title:	Christopher S. Kiper, Managing Director of Legion Partners Asset Management, LLC, its Investment Advisor
Date:	02/10/2026

Legion Partners, L.P. II

Signature:	/s/ Christopher S. Kiper
Name/Title:	Christopher S. Kiper, Managing Director of Legion Partners Asset Management, LLC, its Investment Advisor
Date:	02/10/2026

Legion Partners Special Opportunities, L.P. XVI

Signature:	/s/ Christopher S. Kiper
Name/Title:	Christopher S. Kiper, Managing Director of Legion Partners Asset Management, LLC, its Investment Advisor
Date:	02/10/2026

Legion Partners, LLC

Signature:	/s/ Christopher S. Kiper
Name/Title:	Christopher S. Kiper, Managing Member of Legion Partners Holdings, LLC, its Managing Member
Date:	02/10/2026

Legion Partners Asset Management, LLC

Signature:	/s/ Christopher S. Kiper
Name/Title:	Christopher S. Kiper, Managing Director
Date:	02/10/2026

Legion Partners Holdings, LLC

Signature:	/s/ Christopher S. Kiper
Name/Title:	Christopher S. Kiper, Managing Member
Date:	02/10/2026

Kiper Christopher S

Signature:	/s/ Christopher S. Kiper
Name/Title:	Christopher S. Kiper
Date:	02/10/2026

White Raymond T.

Signature:	/s/ Raymond White
Name/Title:	Raymond White
Date:	02/10/2026

FAQ

How much of Clear Channel Outdoor (CCO) does Legion Partners currently own?

Legion Partners and its affiliated entities report beneficial ownership of about 5.3% of Clear Channel Outdoor’s outstanding shares. They collectively hold 26,230,553 common shares, based on 498,488,033 shares outstanding as of February 5, 2026.

What merger involving Clear Channel Outdoor (CCO) is described in this filing?

The filing notes a planned merger of Clear Channel Outdoor with Madison Merger Sub Inc., a subsidiary of Madison Parent Inc.. The buyer is an investor consortium advised by Mubadala Capital in partnership with TWG Global, under a Merger Agreement dated February 9, 2026.

What did Legion Partners agree to do under the Support Agreement for CCO?

Under the Support Agreement, Legion Partners agreed to vote all its Clear Channel Outdoor shares for adoption of the Merger Agreement and against any defined Acquisition Proposal. It also agreed, with limited exceptions, not to sell or transfer shares before the Requisite Stockholder Approval.

Did Legion Partners trade Clear Channel Outdoor (CCO) shares in the last 60 days?

The filing states that there have been no transactions in Clear Channel Outdoor securities by the reporting persons during the past 60 days. This means recent changes in their position relate to agreements, not new market purchases or sales.

What is the role of Mubadala Capital and TWG Global in the CCO transaction?

The acquirer of Clear Channel Outdoor is described as an investor consortium comprised of affiliates and investment funds advised by Mubadala Capital, in partnership with TWG Global. They are backing Madison Parent Inc., which will own the company after the merger.

How many Clear Channel Outdoor (CCO) shares are outstanding in this disclosure?

The ownership percentages are calculated using 498,488,033 Clear Channel Outdoor common shares outstanding as of February 5, 2026. This share count comes from an exhibit to the company’s Form 8-K referenced in the Schedule 13D/A amendment.

What is the significance of Raymond T. White’s RSUs in relation to Legion Partners and CCO?

Director Raymond T. White was granted 293,857 restricted stock units for his Clear Channel Outdoor board service, all vested. The filing explains Legion Partners Asset Management is entitled to the economic interest in these securities, received for no consideration.