Clear Channel Outdoor Holdings, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

Clear Channel Outdoor Holdings, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

A LETTER FROM OUR CEO AND THE INDEPENDENT CHAIR OF OUR BOARD

Dear Fellow Stockholders:

On behalf of the Board of Directors of Clear Channel Outdoor Holdings, Inc. (“Clear Channel Outdoor”), it is our pleasure to invite you to our annual meeting of stockholders (the “Annual Meeting”).

During the past year, we made notable progress in executing on our strategic plan, which is centered on taking a number of steps that we believe will strengthen our ability to organically grow Adjusted EBITDA and cash flow and improve our liquidity, in support of our goal to reduce leverage on our balance sheet.

In addition to our ongoing focus on maximizing our U.S. assets and expanding the universe of advertisers we serve through disciplined investments in our technology and digital transformation, we are also working to monetize our remaining international businesses, while simultaneously exploring avenues to reduce corporate expenses and optimize our deployment of capital. We believe that streamlining our organization toward a focus on our higher-margin markets in the U.S. will strengthen the operating leverage in our business and enhance our ability to deliver value for our stockholders.

We believe that the outlook for theout-of-home advertising industry is bright and that we are well-positioned to benefit as an innovation leader in our space. We have built a dynamic advertising platform with the scale, reach and flexibility to deliver highly-targeted, measurable campaigns that are simpler to buy across a greater pool of brands and agencies. With the support of our Board of Directors and dedicated team of employees, we remain focused on pursuing our vision and executing on our strategic plan in the year ahead.

Thank you for your continued support and confidence in Clear Channel Outdoor. We hope you will join us for our Annual Meeting webcast on May 16, 2024.

Sincerely,

NOTICE OF

ANNUAL

MEETING OF

STOCKHOLDERS

AND

PROXY

STATEMENT

Thursday, May 16, 2024

9:00 a.m. Eastern Time

4830 North Loop 1604W, Suite 111

San Antonio, Texas 78249

As a stockholder of Clear Channel Outdoor Holdings, Inc., you are hereby given notice that the Annual Meeting of Stockholders of Clear Channel Outdoor Holdings, Inc. will be held by means of a live webcast, atmeetnow.global/M2KV5AT, on May 16, 2024 at 9:00 a.m. Eastern Time for the following purposes:

Only stockholders of record at the close of business on March 18, 2024 are entitled to notice of, and to vote at, the Annual Meeting.

If you plan to attend the Annual Meeting, please follow the voting and registration instructions set forth in the accompanying proxy statement (the “Proxy Statement”).

Your attention is directed to the accompanying Proxy Statement. In addition, although mere participation in the Annual Meeting will not revoke your proxy, if you participate in the Annual Meeting webcast, you may revoke your proxy and vote during the meeting. To ensure that your shares are represented at the Annual Meeting, please submit your vote by Internet, telephone or mail, whether or not you plan to attend the Annual Meeting.

By Order of the Board of Directors:

Executive Vice President, Chief Legal Officer and Corporate Secretary

San Antonio, Texas

March 29, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OFPROXY MATERIALS FOR THE ANNUAL MEETING OFSTOCKHOLDERS TO BE HELD ON MAY 16, 2024 The Proxy Statement and Annual Report are available at:www.envisionreports.com/cco