Clear Channel Outdoor Holdings Inc

Insider Trading Arrangements

During the quarter ended September 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).

Amended and Restated Employment Agreement

On October 25, 2024, the Company and Jason A. Dilger, Senior Vice President, Chief Accounting Officer of the Company, entered into an amended and restated employment agreement (the “Amended and Restated Employment Agreement”), which will be effective as of January 1, 2025. The Amended and Restated Employment Agreement supersedes the existing employment agreement between the Company and Mr. Dilger, dated January 1, 2022.

The initial term of the Amended and Restated Employment Agreement ends on January 1, 2028, and will be automatically extended for additional three-year periods, unless the Company or Mr. Dilger delivers prior written notice of non-renewal of the Amended and Restated Employment Agreement to the other party between June 1 and July 1 prior to the end of the then-applicable employment term.

Pursuant to the Amended and Restated Employment Agreement, Mr. Dilger will (i) receive a base salary at an annualized rate of $435,000, (ii) be eligible to receive an annual performance bonus with a target of 65% of his annual base salary, and (iii) beginning in fiscal year 2025, be eligible to receive an annual equity incentive award with an approximate target value of $350,000 (but no less than $325,000), the form of which will be determined by the Compensation Committee of the CCOH Board of Directors, with such award to be granted under the Company’s 2012 Second Amended and Restated Incentive Plan or any applicable successor plan, and subject to the applicable award agreement(s).

In the event that the Company terminates Mr. Dilger’s employment without “Cause” (as defined in the Amended and Restated Employment Agreement), or if the Company delivers notice of non-renewal of the Amended and Restated Employment Agreement, Mr. Dilger will receive any of his earned but unpaid annual bonus for the prior year, his accrued and unpaid base salary through the termination date, any unreimbursed business expenses incurred through the termination date and any payments required under applicable employee benefit plans. Further, subject to Mr. Dilger’s timely execution and non-revocation of a severance agreement and general release of claims in favor of the Company in a form provided by and satisfactory to the Company, Mr. Dilger will receive the following: (a) continued payment of his base salary over the 12-month period following such date of termination; (b) payment of his annual bonus for the year in which such termination occurs, calculated based upon actual performance and prorated to reflect his period of employment during the applicable performance period through the date of such termination, payable at the same time as such bonuses are paid to other employees of the Company; and (c) Mr. Dilger’s outstanding equity awards will be treated as follows: (i) any outstanding and unvested time-vesting equity awards scheduled to vest during the 12-month period following the date of termination will vest in full on the date of termination; and (ii) any outstanding and unvested performance-vesting equity awards will vest as follows: (A) one-third of the target number of shares underlying the performance stock units will be eligible to vest if the date of termination is before the date that is two years prior to the applicable vesting date, (B) two-thirds of the target number of shares underlying the performance stock units will be eligible to vest if the date of termination is on or after the date which is two years prior to the applicable vesting date, but before the date that is one year prior to the applicable vesting date, and (C) 100% of the target number of shares underlying the performance stock units will be eligible to vest if the date of termination is on or after the date that is one year prior to the applicable vesting date. The portion of the performance stock units eligible to vest in accordance with the foregoing will remain outstanding and eligible to be earned at the end of the applicable performance period based on the achievement of the applicable performance metrics as outlined in the applicable award agreement, and if earned, will be distributed to Mr. Dilger within 60 days.

In the event that Mr. Dilger delivers notice of non-renewal of the Amended and Restated Employment Agreement, Mr. Dilger will receive his accrued and unpaid base salary through the termination date, any unreimbursed business expenses incurred through the termination date and any payments required under applicable employee benefit plans, and in addition, if the termination date selected by the Company following delivery of such notice of non-renewal is before the end of the then-current employment term, subject to Mr. Dilger’s timely execution and non-revocation of a severance agreement and general release of claims in favor of the Company in a form provided by and satisfactory to the Company, Mr. Dilger will receive an amount equal to his pro rata base salary through the end of the then-current employment term.

The Amended and Restated Employment Agreement also contains a customary perpetual confidentiality provision, as well as customary non-interference, non-solicitation and non-competition provisions that generally apply during employment and for the 12-month period thereafter.

The foregoing description of the Amended and Restated Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Amended and Restated Employment Agreement, a copy of which is filed herewith as Exhibit 10.2 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.