Legion Partners cuts Clear Channel Outdoor stake below 5%

Legion Partners and its affiliates filed an amended Schedule 13D for Clear Channel Outdoor Holdings, Inc. reporting a much smaller ownership stake.

Rhea-AI Filing Summary

Legion Partners and its affiliates filed an amended Schedule 13D for Clear Channel Outdoor Holdings, Inc. reporting a much smaller ownership stake. The group now reports beneficial ownership of up to approximately 0.6% of Clear Channel Outdoor’s common stock through various funds and entities, including Legion Partners I, Legion Partners II, Legion Partners Special Opportunities XVI, Legion Partners Asset Management and Legion Partners Holdings, along with Christopher S. Kiper and Raymond T. White.

The percentages are based on 508,983,506 shares outstanding as of May 1, 2026. The filing also explains that 394,274 restricted stock units granted to director Raymond T. White, including 312,685 that have vested or vest within 60 days, are economically attributed to Legion Partners Asset Management because White serves on the board as its representative. As of June 9, 2026, the reporting persons state they no longer beneficially own more than 5% of Clear Channel Outdoor’s outstanding shares.

Insights

Activist ownership analyst

Legion Partners’ Clear Channel Outdoor stake has fallen below the 5% reporting threshold, signaling a smaller activist foothold.

The amended Schedule 13D shows Legion Partners and its affiliates now collectively report about 0.6% beneficial ownership of Clear Channel Outdoor common stock, based on 508,983,506 shares outstanding as of May 1, 2026. This is a relatively modest position for an activist investor.

The filing also clarifies that 0.6% includes 312,685 shares tied to restricted stock units granted to director Raymond T. White, for which Legion Partners Asset Management holds the economic benefit. As of June 9, 2026, the group confirms it no longer exceeds the 5% ownership threshold, which typically reduces reporting obligations and may lessen perceived activist influence, although any strategic intentions are not detailed here.

Key Figures

Legion Partners I shares: 2,107,996 shares Legion Partners II shares: 187,371 shares Legion Special XVI shares: 204,633 shares +5 more

8 metrics

Legion Partners I shares 2,107,996 shares Beneficially owned directly; ~0.4% of class

Legion Partners II shares 187,371 shares Beneficially owned directly; ~0.04% of class

Legion Special XVI shares 204,633 shares Beneficially owned directly; ~0.04% of class

Legion Asset Management beneficial stake 2,812,685 shares Includes 312,685 RSU-related shares; ~0.6% of class

Total shares outstanding 508,983,506 shares Clear Channel Outdoor common stock as of May 1, 2026

RSUs granted to Raymond T. White 394,274 RSUs Director awards; economic interest to Legion Partners Asset Management

RSUs vesting within 60 days 312,685 RSUs Portion of White’s awards vesting or vested within 60 days

Legion Partners I purchase price $2,322,598 Aggregate cost for 2,107,996 shares including commissions

Key Terms

beneficially owned, Schedule 13D, restricted stock units, brokerage commissions, +2 more

6 terms

beneficially owned financial

"As of the date hereof, Legion Partners I beneficially owned directly 2,107,996 Shares"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

restricted stock units financial

"Mr. White has been awarded an aggregate of 394,274 restricted stock units ("RSUs")"

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.

brokerage commissions financial

"aggregate purchase price of the 2,107,996 Shares ... is approximately $2,322,598, including brokerage commissions"

Brokerage commissions are fees charged by a broker for executing buy or sell orders of stocks, bonds, or other securities on an investor’s behalf. Think of them as a service or ticket fee paid each time you use a broker to make a trade; they reduce your net returns and can influence how often you trade, so investors weigh their size and structure when deciding where and how actively to invest.

open market financial

"all of such transactions were effected in the open market"

An open market is a system where buying and selling of goods, services, or financial assets happen freely without restrictions or special controls. For investors, it means they can trade assets easily and quickly, which helps determine fair prices based on supply and demand. This environment encourages transparency and competition, making it easier to buy or sell with confidence.

percent of class financial

"Percent of class represented by amount in Row (11) 0.6 %"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

FAQ

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

What stake does Legion Partners report in Clear Channel Outdoor (CCO) now?

Legion Partners and its affiliates report beneficial ownership of approximately 0.6% of Clear Channel Outdoor common stock. This percentage is calculated using 508,983,506 shares outstanding as of May 1, 2026, as disclosed in Clear Channel Outdoor’s Form 10-Q.

How many Clear Channel Outdoor shares does Legion Partners I own?

Legion Partners I directly owns 2,107,996 Clear Channel Outdoor shares. Based on 508,983,506 shares outstanding as of May 1, 2026, this position represents about 0.4% of the company’s common stock, according to the amended Schedule 13D filing.

Why are Raymond T. White’s RSUs attributed to Legion Partners Asset Management?

Raymond T. White serves on Clear Channel Outdoor’s board as a representative of Legion Partners Asset Management. The filing states he has no economic right to RSUs granted for his board role, so Legion Partners Asset Management is entitled to the economic interests in 394,274 RSUs granted to him.

What restricted stock units related to CCO were granted to Raymond T. White?

Raymond T. White was awarded 394,274 restricted stock units in total. Of these, 312,685 RSUs have vested or vest within 60 days of the filing date, while 81,589 RSUs remain unvested and do not vest within 60 days, with economic benefits assigned to Legion Partners Asset Management.

When did Legion Partners fall below 5% ownership of Clear Channel Outdoor?

The filing states that as of June 9, 2026, the reporting persons ceased to beneficially own more than 5% of Clear Channel Outdoor’s outstanding shares. This marks the point at which their ownership dropped below the key 5% reporting threshold.

How many CCO shares are outstanding according to this filing?

The amended Schedule 13D bases all percentage calculations on 508,983,506 Clear Channel Outdoor common shares outstanding as of May 1, 2026. This share count is taken from the company’s Form 10-Q filed on May 6, 2026.

What was the purchase cost of Legion Partners I’s Clear Channel Outdoor shares?

Legion Partners I paid an aggregate purchase price of approximately $2,322,598 for its 2,107,996 Clear Channel Outdoor shares. This amount includes brokerage commissions, as specified in the amended Schedule 13D’s description of source and amount of funds.

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

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Accepted by SEC EDGAR 06/11/2026 - 04:30 PM Learn about SEC filing dates

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, $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)

06/09/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 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 2,107,996.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,107,996.00

11

Aggregate amount beneficially owned by each reporting person

2,107,996.00

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 Number(s): 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 187,371.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 187,371.00

11

Aggregate amount beneficially owned by each reporting person

187,371.00

12

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

13

Percent of class represented by amount in Row (11)

0.04 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 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 204,633.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 204,633.00

11

Aggregate amount beneficially owned by each reporting person

204,633.00

12

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

13

Percent of class represented by amount in Row (11)

0.04 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 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 2,500,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,500,000.00

11

Aggregate amount beneficially owned by each reporting person

2,500,000.00

12

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

13

Percent of class represented by amount in Row (11)

0.5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 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 2,812,685.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,812,685.00

11

Aggregate amount beneficially owned by each reporting person

2,812,685.00

12

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

13

Percent of class represented by amount in Row (11)

0.6 %

14

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13D

CUSIP Number(s): 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 2,813,585.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,813,585.00

11

Aggregate amount beneficially owned by each reporting person

2,813,585.00

12

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

13

Percent of class represented by amount in Row (11)

0.6 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 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 2,813,585.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,813,585.00

11

Aggregate amount beneficially owned by each reporting person

2,813,585.00

12

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

13

Percent of class represented by amount in Row (11)

0.6 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 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 2,813,585.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,813,585.00

11

Aggregate amount beneficially owned by each reporting person

2,813,585.00

12

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

13

Percent of class represented by amount in Row (11)

0.6 %

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 2,107,996 Shares owned directly by Legion Partners I is approximately $2,322,598, including brokerage commissions. The aggregate purchase price of the 187,371 Shares owned directly by Legion Partners II is approximately $206,446, including brokerage commissions. The aggregate purchase price of the 204,633 Shares owned directly by Legion Partners Special XVI is approximately $224,516, 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 394,274 restricted stock units ("RSUs") in connection with his service as a director of the Issuer, of which 312,685 RSUs have vested or vest within 60 days of the date hereof and 81,589 remain unvested and do not vest within 60 days of the date hereof. 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 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 508,983,506 Shares outstanding as of May 1, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2026. As of the date hereof, Legion Partners I beneficially owned directly 2,107,996 Shares, representing approximately 0.4% of the outstanding Shares. As of the date hereof, Legion Partners II beneficially owned directly 187,371 Shares, representing approximately 0.04% of the outstanding Shares. As of the date hereof, Legion Partners Special XVI beneficially owned directly 204,633 Shares, representing approximately 0.04% 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) 2,107,996 Shares beneficially owned directly by Legion Partners I, (ii) 187,371 Shares beneficially owned directly by Legion Partners II and (iii) 204,633 Shares beneficially owned directly by Legion Partners Special XVI, representing approximately 0.5% of the outstanding Shares. As of the date hereof, Legion Partners Asset Management may be deemed to beneficially own 312,685 Shares (including 9,414 RSUs that vest within 60 days of the date hereof) 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) 2,107,996 Shares beneficially owned by Legion Partners I, (ii) 187,371 Shares beneficially owned by Legion Partners II and (iii) 204,633 Shares beneficially owned by Legion Partners Special XVI, representing approximately 0.6% 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) 2,107,996 Shares beneficially owned by Legion Partners I, (ii) 187,371 Shares beneficially owned by Legion Partners II, (iii) 204,633 Shares beneficially owned by Legion Partners Special XVI and (iv) 312,685 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 0.6% 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) 2,107,996 Shares beneficially owned by Legion Partners I, (ii) 187,371 Shares beneficially owned by Legion Partners II, (iii) 204,633 Shares beneficially owned by Legion Partners Special XVI, (iv) 900 Shares beneficially owned by Legion Partners Holdings and (v) 312,685 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 0.6% of the outstanding Shares.
(c)	Item 5(c) is hereby amended and restated in its entirety as follows: Exhibit 1 annexed hereto lists all transactions in the securities of the Issuer by the Reporting Persons during the past sixty days. Except as otherwise set forth therein, all of such transactions were effected in the open market.
(e)	Item 5(e) is hereby amended and restated to read as follows: As of June 9, 2026, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares.
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 18, 2026, Mr. White, in his capacity as a director of the Issuer, was awarded (i) 62,761 RSUs which vest on January 1, 2027, and (ii) 37,656 RSUs which vest in four equal installments on April 1, 2026, July 1, 2026, October 1, 2026 and January 1, 2027, of which 9,414 RSUs have vested and were automatically settled in Shares. 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 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: 1 - Transactions in Securities.

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:	06/11/2026

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:	06/11/2026

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:	06/11/2026

Legion Partners, LLC

Signature:	/s/ Christopher S. Kiper
Name/Title:	Christopher S. Kiper, Managing Member of Legion Partners Holdings, LLC, its Managing Member
Date:	06/11/2026

Legion Partners Asset Management, LLC

Signature:	/s/ Christopher S. Kiper
Name/Title:	Christopher S. Kiper, Managing Director
Date:	06/11/2026

Legion Partners Holdings, LLC

Signature:	/s/ Christopher S. Kiper
Name/Title:	Christopher S. Kiper, Managing Member
Date:	06/11/2026

Kiper Christopher S

Signature:	/s/ Christopher S. Kiper
Name/Title:	Christopher S. Kiper
Date:	06/11/2026

White Raymond T.

Signature:	/s/ Raymond White
Name/Title:	Raymond White
Date:	06/11/2026