Clear Channel Outdoor Holdings Inc

Insider Trading Arrangements

During the quarter ended June 30, 2024, none of our directors or officers (as defined in Section 16 of the Securities Exchange Act of 1934, as amended)adopted orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408(a) and (c) of Regulation S-K).

Adoption of Executive Change in Control Severance Plan

On August 5, 2024, the Compensation Committee (the “Committee”) of the Company’s Board of Directors adopted the Clear Channel Outdoor Holdings, Inc. Executive Change in Control Severance Plan (the “Severance Plan”). The Severance Plan will be administered by the Committee.

The Severance Plan provides certain severance pay and benefits to eligible executives participating in the Severance Plan (including named executive officers, Scott Wells, Lynn Feldman, and Jason Dilger, and chief financial officer, David Sailer (the foregoing individuals, collectively, the “Executives”)) whose employment is terminated by the Company or any of its subsidiaries or affiliates (collectively, the “Company Group”) without “cause” or due to a resignation by such participant for “good reason” (each as defined in the Severance Plan, and each, a “Qualifying Termination”) during the 12-month period following the consummation of a Change in Control (as defined in the Severance Plan, and such 12-month period, the “Change in Control Protection Period”) on or after August 5, 2024.

Upon a Qualifying Termination during the Change in Control Protection Period, subject to the participant’s execution and non-revocation of a general release of claims and continued compliance with the participant’s restrictive covenant obligations, the participant will be entitled to receive:

(i) a cash payment equal to the product of (A) the applicable severance multiple (“Applicable Severance Multiple”) for the participant, multiplied by (B) the sum of such participant’s (1) annual base salary and (2) target annual bonus opportunity, payable in a lump sum as soon as administratively practicable following the date the release becomes effective and non-revocable;

(ii) a pro-rated portion of the annual bonus the participant was eligible to earn for the calendar year in which the termination date occurs, with the amount paid calculated based on actual performance through the termination date, payable in a lump sum as soon as administratively practicable following the date the release becomes effective and non-revocable;

(iii) payment of any earned but unpaid annual bonus for the year prior to the year in which the termination date occurs, if any, payable in a lump sum at the same time that any such annual bonuses are paid to similarly-situated employees of the Company Group generally; and

(iv) subject to the terms of the Severance Plan, payment or reimbursement (at the applicable member of the Company Group’s option) on a monthly basis during the participant’s applicable benefit period (“Applicable Benefit Period”) for the amount the participant is required to pay for such participant and his or her dependents to effect and continue coverage under COBRA.

In the event a participant’s employment with any member of the Company Group terminates (pursuant to a Qualifying Termination or otherwise), all outstanding and unvested equity incentive awards then held by the participant will be treated in accordance with the award agreement applicable to such award or the participant’s employment agreement, as applicable.

The Executives participate in the Severance Plan with the following Applicable Severance Multiples and Applicable Benefit Periods: (i) Scott Wells: 2x Applicable Severance Multiple and 24 months Applicable Benefit Period; (ii) David Sailer and Lynn Feldman: 1.5x Applicable Severance Multiple and 18 months Applicable Benefit Period; and (iii) Jason Dilger: 1x Applicable Severance Multiple and 12 months Applicable Benefit Period. Pursuant to the Severance Plan, the Executives will be required to comply with the restrictive covenant obligations set forth in their respective employment agreements as a condition each such Executive’s participation in the Severance Plan.

The foregoing description of the Severance Plan does not purport to be complete and is qualified in its entirety by reference to the terms of the Severance Plan, a copy of which is filed herewith as Exhibit 10.3 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.