News & Events

Entry into a Material Definitive Agreement. Credit Agreement Amendment On May 15, 2026, in connection with the ABL Credit Agreement, dated as of August 23, 2019, by and among Clear Channel Outdoor Holdings, Inc. (the “Company”), the other borrowers party thereto, the several lenders from time to time party thereto, Deutsche Bank AG New York Branch, as administrative agent and as collateral agent, and the other parties thereto (as amended, restated, amended and restated, supplemented or otherw…

Cautionary Statement Concerning Forward-Looking Statements Certain statements in this Current Report on Form 8-K, including statements regarding the Merger, any expected timetable for completing the Merger, the expected benefits of the Merger and any other statements regarding the Company’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical fact constitute “forward-looking statements” within the meaning of…

Results of Operations and Financial Condition On May 6, 2026, Clear Channel Outdoor Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information under this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of t…

of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and is not deemed to be “filed” with the Securities and Exchange Commission (the “SEC”) for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and is not incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether m…

Entry into a Material Definitive Agreement. Supplemental Indentures On April 9, 2026, Clear Channel Outdoor Holdings, Inc. (the “Company”), certain subsidiary guarantors (the “Subsidiary Guarantors”), and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and notes collateral agent (in such capacity, the “Notes Collateral Agent”), entered into certain supplemental indentures, including (i) a supplemental indenture (the “2030 Notes Supplemental Indentur…

of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and is not deemed to be “filed” with the Securities and Exchange Commission (the “SEC”) for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and is not incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether m…

Other Events. On March 26, 2026, at 11:59 p.m., New York City time, the 45-day “go-shop” period expired under the terms of the previously announced Agreement and Plan of Merger, dated as of February 9, 2026 (as may be amended from time to time, the “ Merger Agreement ”), by and among the Company, 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, subject to t…

Results of Operations and Financial Condition On February 26, 2026, Clear Channel Outdoor Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2025. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information under this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for the purposes…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In connection with entry into the Merger Agreement, the Company entered into letter agreements with each of the named executive officers set forth in the table below providing for the payment of retention bonuses (the “ Retention Bonus Agreements ”). Pursuant to the Retention Bonus Agreements, the retention bonus amounts set forth opposite each app…

Other Events. Financing Commitments Parent and Merger Sub obtained equity and debt financing commitments for the Transactions, the aggregate proceeds of which will be sufficient for Parent to pay the aggregate Merger consideration and all related fees and expenses of the Company, Parent and Merger Sub (including in connection with the debt financing described below). Certain investment vehicles affiliated with, or advised by, the Consortium have committed, pursuant to the equity commitment le…

Entry into a Material Definitive Agreement. Merger Agreement On February 9, 2026, Clear Channel Outdoor Holdings, Inc., a Delaware corporation (the “ Company ”), 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 Company is to be acquired by an investor consortium comprised of aff…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 15, 2025, Clear Channel Outdoor Holdings, Inc. (the “Company”) and Scott R. Wells, Chief Executive Officer of the Company, entered into a second amended and restated employment agreement (the “Second A&R Employment Agreement”), effective as of January 1, 2026 (the “Effective Date”). As of the Effective Date, the Second A&R Employment Ag…

Results of Operations and Financial Condition On November 6, 2025, Clear Channel Outdoor Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information under this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Sectio…

Results of Operations and Financial Condition On August 5, 2025, Clear Channel Outdoor Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2025. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information under this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of…

Creation of a Direct Financial Obligation or an Obligation under an Off Balance-Sheet Arrangement of a Registrant. The information set forth in

Entry into a Material Definitive Agreement. Indenture Governing 7.125% Senior Secured Notes Due 2031 On August 4, 2025, Clear Channel Outdoor Holdings, Inc. (the “Company”) completed the sale of $1,150.0 million in aggregate principal amount of 7.125% Senior Secured Notes due 2031 (the “2031 Secured Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration pursuant to Rule 144A under the Securities Act of…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 22, 2025, Clear Channel Outdoor Holdings, Inc. (the “Company”) and Lynn Feldman, Executive Vice President, Chief Legal and Administrative Officer and Corporate Secretary of the Company, entered into a second amended and restated employment agreement (the “Second A&R Employment Agreement”), effective as of August 1, 2025 (the “Effective Date…

Regulation FD Disclosure. Private Offering On July 21, 2025, Clear Channel Outdoor Holdings, Inc. (the “Company”) distributed a confidential preliminary offering memorandum, dated as of July 21, 2025 (the “Offering Memorandum”), relating to the private offering (the “Private Offering”), exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), of $2,050.0 million aggregate principal amount of Senior Secured Notes due 2031 (the “2031 Notes”) and Senior Secur…

Other Events. On July 21, 2025, Clear Channel Outdoor Holdings, Inc. (the “Company”) issued a press release announcing the pricing of $1,150.0 million aggregate principal amount of 7.125% Senior Secured Notes due 2031 (the “2031 Notes”) and $900 million aggregate principal amount of 7.500% Senior Secured Notes due 2033 (the “2033 Notes” and, together with the 2031 Notes, the “Notes”) on July 21, 2025. The issuance and sale of the Notes is expected to be completed on August 4, 2025, subject to…

Other Events. On July 21, 2025, the Company issued a press release announcing the commencement of the Private Offering. The Company intends to use the proceeds from the Private Offering, together with cash on hand, to (i) fund the early redemption (the “Redemption”) by satisfaction and discharge of any or all of its outstanding 5.125% Senior Secured Notes due 2027 (the “Existing 2027 Notes”) and 9.000% Senior Secured Notes due 2028 (the “Existing 2028 Notes”) and (ii) pay related transaction…

Results of Operations and Financial Condition. To the extent the information in

Entry Into a Material Definitive Agreement. Second Amendment to Receivables-Based Credit Agreement On June 12, 2025, Clear Channel Outdoor Holdings, Inc. (the “Company”) entered into a second amendment (the “Receivables-Based Credit Agreement Amendment”) to the Company’s receivables-based credit agreement, dated as of August 23, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Receivables-Based Credit Agreement”), with Deutsche Bank AG New York Branch…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Results of Operations and Financial Condition On May 1, 2025, Clear Channel Outdoor Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2025. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information under this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of t…

Results of Operations and Financial Condition On February 24, 2025, Clear Channel Outdoor Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2024. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information under this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for the purposes…