Clear Channel Outdoor Holdings, Inc.

NOTE 1 –BASIS OF PRESENTATION

Principles of Consolidation

These consolidated financial statements include the accounts of Clear Channel Outdoor Holdings, Inc. (“CCOH”) and its subsidiaries, as well as entities in which the Company has a controlling financial interest or is the primary beneficiary. Noncontrolling interests are reported separately within equity. Intercompany transactions are eliminated in consolidation. All references in this Quarterly Report on Form 10-Q to “the Company,” “we,” “us” and “our” refer to Clear Channel Outdoor Holdings, Inc. and its consolidated subsidiaries.

Preparation of Interim Financial Statements

These consolidated financial statements and accompanying notes have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) applicable to interim financial reporting and, in the opinion of management, include all normal and recurring adjustments necessary to present fairly the results of the interim periods shown. Due to seasonality and other factors, the results for the interim periods may not be indicative of results for the full year.

Pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), certain information and footnote disclosures required by GAAP for annual financial statements have been condensed or omitted from these interim financial statements. Accordingly, these financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s 2024 Annual Report on Form 10-K, filed with the SEC on February 24, 2025.

Use of Estimates

These consolidated financial statements reflect estimates and assumptions made by management that affect the reported amounts. The Company bases its estimates on historical experience and other assumptions deemed to be reasonable under the circumstances. Actual results may differ from these estimates.

Discontinued Operations

As described in the Company’s 2024 Annual Report on Form 10-K, the Company classified its Europe-North segment and Latin American businesses as discontinued operations as of December 31, 2024, in addition to its business in Spain, which was classified as discontinued operations in 2023.

In accordance with GAAP, assets and liabilities of discontinued operations are presented separately in the Consolidated Balance Sheets, and results of discontinued operations are reported as a separate component of “Consolidated net income (loss)” in the Consolidated Statements of Income (Loss) for all periods presented, resulting in changes to the presentation of certain prior period amounts. Cash flows from discontinued operations are not reported separately in the Consolidated Statements of Cash Flows, consistent with GAAP requirements.

Refer to Note 2 for additional information on discontinued operations. All other notes to these consolidated financial statements present the results of continuing operations and exclude amounts related to discontinued operations for all periods presented.

Recently Issued Accounting Standards

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, which provides a practical expedient for estimating expected credit losses on current accounts receivable and contract assets by assuming conditions at the balance sheet date remain unchanged over the remaining life of the asset. The Company will adopt this standard on January 1, 2026, and does not expect it to have a material impact on its consolidated financial statements or disclosures.

In September 2025, the FASB issued ASU 2025-06, which amends the accounting for internal-use software costs by removing the project-stage model and requiring capitalization once management authorizes and commits to funding a project and completion is probable. The amendments will be effective for the Company on January 1, 2028. Early adoption is permitted. The Company does not currently expect the adoption of this standard to have a material impact on its consolidated financial statements or disclosures; however, the Company is continuing to evaluate the impact of this guidance.

NOTE 2 –DISPOSITIONS AND DISCONTINUED OPERATIONS

Dispositions

In 2025, the Company sold, or entered into an agreement to sell, the following businesses, which were classified as discontinued operations as of or prior to December 31, 2024:

•On February 5, 2025, the Company sold its businesses in Mexico, Peru and Chile to Global Media US LLC in a simultaneous sign-and-close transaction for an aggregate purchase price of $34.0 million, subject to certain customary adjustments, resulting in a gain on sale of$69.9 million. After adjustments, and net of direct transaction costs paid and cash sold with the businesses, net cash proceeds as of September 30, 2025 were$12.3 million. Additionally, the Company is eligible for an additional $1.25 million earn-out, contingent upon the profitability of the sold businesses through December 31, 2026.

•On March 31, 2025, the Company sold its Europe-North segment businesses to Bauer Radio Limited, a subsidiary of Bauer Media Group, for an aggregate purchase price of $625.0 million, subject to certain customary adjustments, resulting in a gain on sale of$66.2 million. After adjustments, and net of direct transaction costs paid and cash sold with the businesses, net cash proceeds as of September 30, 2025 were $576.9 million. Also on March 31, 2025, the Company used a portion of the net proceeds from this sale to fully prepay the outstanding term loans (the “CCIBV Term Loan Facility”) of Clear Channel International B.V. (“CCIBV”), an indirect wholly-owned subsidiary of the Company, along with accrued interest. Refer to Note 5 for additional details.

•On September 7, 2025, the Company entered into a definitive agreement to sell its business in Spain to Atresmedia Corporación de Medios de Comunicación, S.A. for an aggregate purchase price of approximately €115 million, or approximately $134.9 million based on the prevailing exchange rate as of September 30, 2025, subject to certain customary adjustments. The transaction is expected to close by early 2026, upon satisfaction of regulatory approval. A gain on sale is expected to be recognized upon closing.

•On October 1, 2025, the Company sold its business in Brazil to Publibanca Brasil S.A., an affiliate of Eletromidia S.A., for an aggregate purchase price of approximately $15.0 million, with final net proceeds subject to certain customary adjustments and the payment of transaction-related fees and expenses. As of September 30, 2025, the Company had recorded a cumulative loss of $52.7 million to reduce the carrying value of the Brazil business to its estimated fair value less costs to sell.

Recorded gains and losses related to these sales are reflected in “Income (loss) from discontinued operations” in the Consolidated Statements of Income (Loss), and net cash proceeds received are included in “Proceeds from sales of businesses and/or assets, net of direct costs to sell and cash sold” within investing activities in the Consolidated Statement of Cash Flows.

As part of these sales, the Company has agreed to provide certain transitional services to the buyers pursuant to transitional services agreements. Income and expenses related to these services are presented as part of “Loss from continuing operations” in the Consolidated Statements of Income (Loss).

Assets and Liabilities of Discontinued Operations

As previously described, assets and liabilities of discontinued operations are presented separately in the Consolidated Balance Sheets for all periods presented. The following table reconciles the carrying amounts of the major classes of assets and liabilities of discontinued operations to the current assets and liabilities of discontinued operations as presented on the Company’s Consolidated Balance Sheets:

(1)As of September 30, 2025, the balances comprise assets and liabilities related to the Company’s business in Spain and its former business in Brazil. As noted above, the Company’s business in Brazil was sold on October 1, 2025.

(2)As of December 31, 2024, the balances comprise assets and liabilities related to the Company’s business in Spain and its former businesses in the Europe-North segment and in Mexico, Peru, Chile and Brazil. As noted above, the Europe-North segment and businesses in Mexico, Peru and Chile were sold in the first quarter of 2025, and the business in Brazil was sold on October 1, 2025.

(3)The valuation allowance on the former business in Brazil represents the cumulative loss recorded to reduce the carrying value of the business to fair value, less costs to sell. The valuation allowance includes a contra-asset recorded up to the carrying value of the business’s assets, with the remainder recognized as a liability.

Letters of Credit and Guarantees

As of December 31, 2024, the Company had an outstanding letter of credit for $20.2 million related to its former business in France. This letter of credit was canceled in March 2025, and the Company was released from any payment obligation.

As of September 30, 2025, the Company had an outstanding $7.0 million letter of credit and $9.3 million in bank guarantees, both related to its business in Spain. The bank guarantees were supported by $0.7 million in cash collateral.

Income (Loss) from Discontinued Operations

The following table provides details about the major classes of line items constituting “Income (loss) from discontinued operations” as presented in the Company’s Consolidated Statements of Income (Loss):

(1)Discontinued operations for the three months ended September 30, 2025 include results from the Company’s business in Spain and its former business in Brazil, which was sold on October 1, 2025.

(2)Discontinued operations for the three months ended September 30, 2024, and for the nine months ended September 30, 2025 and 2024, include results from the Company’s business in Spain, its former business in Brazil (sold on October 1, 2025), its former Europe-North segment through its date of sale (March 31, 2025), and its former businesses in Mexico, Peru and Chile through their date of sale (February 5, 2025).

(3)Excludes depreciation and amortization.

(4)Impairment charges for the nine months ended September 30, 2024 reflect the impairment of certain long-lived assets in the Company’s former Latin American businesses.

(5)Interest expense primarily relates to the $375.0 million aggregate principal balance of outstanding debt issued by CCIBV. On March 22, 2024, CCIBV entered into the CCIBV Term Loan Facility and used the proceeds to redeem all of the outstanding 6.625% Senior Secured Notes due 2025 (the “CCIBV Senior Secured Notes”). On March 31, 2025, CCIBV fully prepaid the CCIBV Term Loan Facility. Upon repayment, CCIBV and the guarantors under the credit agreement that governed the CCIBV Term Loan Facility, and all collateral granted as security thereunder, were released, and the credit agreement was terminated.

(6)Other expense, net, primarily consists of transaction costs related to international sales processes, gains and losses on the sale of operating assets, foreign currency gains and losses on intercompany notes, and financing-related items. Related to the financing transactions described in note (5) to this table, this line includes a $5.4 million loss on debt extinguishment for the nine months ended September 30, 2025, and a $2.4 million loss on debt extinguishment and $2.0 million in debt modification expense for the nine months ended September 30, 2024.

(7)For the three months ended September 30, 2025, the Company recognized a $4.8 million loss related to its former business in Brazil, partially offset by gains of $0.4 million related to the sale of its former businesses in Mexico, Peru and Chile and $0.3 million related to the sale of its former Europe-North segment businesses. For the nine months ended September 30, 2025, the Company recognized gains of $69.9 million related to the sale of its former businesses in Mexico, Peru and Chile and $66.2 million related to the sale of its former Europe-North segment businesses, partially offset by an $8.3 million loss related to its former business in Brazil.

Capital Expenditures of Discontinued Operations

The following table presents the capital expenditures for discontinued operations:

(1)In addition to capital expenditures paid during the reported periods, the Company had accrued but unpaid capital expenditures for discontinued operations of $1.8 million and $6.1 million as of September 30, 2025 and 2024, respectively.

NOTE 3 –SEGMENT DATA

The Company operatestwo reportable segments, which it believes best reflect how the Company is currently managed: America and Airports, with remaining operations in Singapore reported as “Other.” The America segment serves markets across the U.S., while the Airports segment offers out-of-home advertising at airports in the U.S. and the Caribbean.

Segment Adjusted EBITDA is the profitability metric reported to the Company’s chief operating decision maker (“CODM”). It is calculated as revenue less direct operating expenses and selling, general and administrative expenses, excluding restructuring and other costs. Restructuring and other costs include costs associated with cost-saving initiatives such as severance, consulting and termination costs and other special costs.

The following table presents revenue, significant expenses, Segment Adjusted EBITDA and capital expenditures for each reportable segment for the three and nine months ended September 30, 2025 and 2024. Segment information for total assets is not presented as this information is not used by the CODM to measure segment performance or allocate resources between segments.

(1)Site lease expense includes rent for both lease and non-lease contracts and consists of payments for land or space used by the Company’s advertising displays, including minimum guaranteed payments and revenue-sharing arrangements.

(2)Employee compensation costs include employee salaries and wages, sales commissions and guarantees, bonuses, employee benefits and payroll taxes. The costs presented in this table exclude restructuring and other costs, such as severance, which are not included in the calculation of Segment Adjusted EBITDA.

(3)Other segment expenses consist of expenses within “Direct operating expenses” and “Selling, general and administrative expenses” on the Consolidated Statements of Income (Loss), excluding site lease expense, employee compensation costs, and restructuring and other costs (as previously defined). Specifically, other segment expenses include production, installation and maintenance costs related to the printing, transporting, posting and maintaining of advertising copy; costs to operate out-of-home displays, including electricity, repair and maintenance costs; and other general operating expenses, such as marketing, facilities and information technology costs.

The following table reconciles certain of the reportable segment measures disclosed in the above table to the Company’s consolidated measures for its continuing operations:

(1)Corporate expenses primarily consist of infrastructure and support costs related to information technology, human resources, legal (including estimated costs for legal liabilities), finance, business services and administrative functions, as well as overall executive and support functions. Share-based compensation and certain restructuring and other costs are also included in corporate expenses.

(2)Restructuring and other costs presented in this table exclude those costs related to corporate functions, which are included within the “Corporate expenses” line item.

(3)In addition to capital expenditures paid during the reported periods, the Company had accrued but unpaid capital expenditures for continuing operations of $2.9 million and $6.5 million as of September 30, 2025 and 2024, respectively.

NOTE 4 –REVENUE

The Company generates revenue primarily from the sale of advertising on printed and digital out-of-home advertising displays. Certain revenue transactions are considered leases for accounting purposes, as they grant customers the right to control the use of the Company’s advertising displays for a specified period. Revenue from leases is accounted for under Accounting Standards Codification (“ASC”) 842, and revenue from remaining transactions is accounted for as revenue from contracts with customers under ASC 606.

The following table presents revenue from contracts with customers, revenue from leases and total revenue from continuing operations, disaggregated by geography, for the three and nine months ended September 30, 2025 and 2024:

(1)U.S. revenue, which includes an immaterial amount of revenue derived from airport displays in the Caribbean, is comprised of revenue from the Company’s America and Airports segments.

The value of unsatisfied performance obligations is not disclosed as the majority of the Company’s contracts with customers have terms of one year or less. For contracts with customers that have an original expected duration greater than one year, the future amount to be invoiced to the customer directly corresponds to the value that will be received by the customer under the contract.

NOTE 5 –LONG-TERM DEBT

Long-term debt outstanding as of September 30, 2025 and December 31, 2024 consisted of the following:

(1)On June 12, 2025, the Company amended its Receivables-Based Credit Agreement to, among other things, extend the maturity date of the Receivables-Based Credit Facility from August 23, 2026 to June 12, 2030, increase the maximum revolving credit commitments from $175.0 million to $200.0 million, and revise the calculation of the borrowing base to expand the scope of eligible accounts.

(2)On June 12, 2025, the Company amended its Senior Secured Credit Agreement to, among other things, extend the maturity date of the Revolving Credit Facility from August 23, 2026 to June 12, 2030 and reduce the revolving credit commitments from $115.8 million to $100.0 million.

(3)On August 4, 2025, the Company issued $1,150.0 million aggregate principal amount of 7.125% Senior Secured Notes due 2031 and $900.0 million aggregate principal amount of 7.500% Senior Secured Notes due 2033. At closing, the Company deposited an amount equal to the net proceeds from these offerings, together with cash on hand, with the trustee to fund the full redemption of the $1,250.0 million aggregate principal amount of 5.125% Senior Secured Notes due 2027 (the “5.125% Senior Secured Notes”) and $750.0 million aggregate principal amount of 9.000% Senior Secured Notes due 2028 (the “9.000% Senior Secured Notes”). As a result, the indentures governing these notes were satisfied and discharged. In connection with these transactions, the Company paid $62.0 million of accrued interest, a $36.1 million redemption premium and $25.6 million of other transaction fees and expenses. The Company recognized a $43.8 million loss on debt extinguishment related to these transactions.

(4)In the second quarter of 2025, the Company repurchased $95.7 million aggregate principal amount of its 7.750% Senior Notes due 2028 (the “7.750% Senior Notes”) and $134.1 million aggregate principal amount of its 7.500% Senior Notes due 2029 (the “7.500% Senior Notes”) in open market transactions at a discount. The total cash payment was $203.4 million, including accrued interest of $4.0 million and related fees. As a result, the Company recognized a $28.8 million gain on debt extinguishment. The repurchased notes are held by the Company and have not been canceled.

(5)On March 31, 2025, the Company used a portion of the net proceeds from the sale of its Europe-North segment businesses (as described in Note 2) to fully prepay the $375.0 million aggregate principal amount of CCIBV term loans and $11.9 million of accrued interest. As a result, the Company recognized a $5.4 million loss on debt extinguishment, which is reported in discontinued operations as described in Note 2. Upon repayment, CCIBV and the guarantors under the credit agreement that governed the CCIBV Term Loan Facility, and all collateral granted as security thereunder, were released, and the credit agreement was terminated.

The aggregate market value of the Company’s debt, based on market prices for which quotes were available, was approximately $5.3 billion and $5.5 billion as of September 30, 2025 and December 31, 2024, respectively. Under the fair value hierarchy established by ASC 820-10-35, the inputs used to determine the market value of the Company’s debt are classified as Level 1.

As of September 30, 2025, the Company was in compliance with all covenants contained in its debt agreements.

7.125% Senior Secured Notes Due 2031

On August 4, 2025, the Company completed the sale of $1,150.0 million aggregate principal amount of 7.125% Senior Secured Notes due 2031 (the “7.125% Senior Secured Notes”). The 7.125% Senior Secured Notes were issued pursuant to an indenture dated August 4, 2025 (the “7.125% Senior Secured Notes Indenture”), among the Company, the subsidiaries of the Company acting as guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee and collateral agent.

The 7.125% Senior Secured Notes mature on February 15, 2031 and bear interest at a rate of 7.125% per annum, payable semi-annually on February 15 and August 15, beginning February 15, 2026.

Guarantees and Security

The 7.125% Senior Secured Notes are guaranteed fully and unconditionally on a senior secured basis by certain of the Company’s wholly owned existing and future domestic subsidiaries. The 7.125% Senior Secured Notes and the guarantees thereof are secured on a first-priority basis by security interests in substantially all of the assets that secure the Company’s Revolving Credit Facility and Term Loan Facility on a pari passu basis with the liens on such assets (other than the assets securing the Company’s Receivables-Based Credit Facility), and on a second-priority basis by security interests in the assets that secure the Receivables-Based Credit Facility on a first-priority basis, in each case, other than any excluded assets and subject to intercreditor agreements.

The 7.125% Senior Secured Notes and the guarantees are general senior secured obligations of the Company and the guarantors thereof and rank pari passu in right of payment with the Company’s and the guarantors’ existing and future senior indebtedness.

Redemptions

The Company may redeem all or a portion of the 7.125% Senior Secured Notes at the redemption prices set forth in the 7.125% Senior Secured Notes Indenture.

Certain Covenants

The 7.125% Senior Secured Notes Indenture contains covenants that limit the Company’s ability and the ability of its restricted subsidiaries to, among other things: incur or guarantee additional debt or issue certain preferred stock; redeem, purchase or retire subordinated debt; make certain investments; create restrictions on the payment of dividends or other amounts from the Company’s restricted subsidiaries that are not guarantors of such notes; enter into certain transactions with affiliates; merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of the Company’s assets; sell certain assets, including capital stock of the Company’s subsidiaries; designate the Company’s subsidiaries as unrestricted subsidiaries; pay dividends, redeem or repurchase capital stock or make other restricted payments; and incur certain liens.

7.500% Senior Secured Notes Due 2033

On August 4, 2025, the Company completed the sale of $900.0 million aggregate principal amount of the 7.500% Senior Secured Notes Due 2033 (the “7.500% Senior Secured Notes”). The 7.500% Senior Secured Notes were issued pursuant to an indenture dated August 4, 2025 (the “7.500% Senior Secured Notes Indenture”), among the Company, the subsidiaries of the Company acting as guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee and collateral agent.

The 7.500% Senior Secured Notes mature on March 15, 2033 and bear interest at a rate of 7.500% per annum, payable semi-annually on March 15 and September 15, beginning March 15, 2026.

Guarantees and Security

The 7.500% Senior Secured Notes are guaranteed and secured on the same basis, and by the same collateral, as the 7.125% Senior Secured Notes, other than any excluded assets and subject to intercreditor agreements.

The 7.500% Senior Secured Notes and the guarantees are general senior secured obligations of the Company and the guarantors thereof and rank pari passu in right of payment with the Company’s and the guarantors’ existing and future senior indebtedness.

Redemptions

The Company may redeem all or a portion of the 7.500% Senior Secured Notes at the redemption prices set forth in the 7.500% Senior Secured Notes Indenture.

Certain Covenants

The 7.500% Senior Secured Notes Indenture contains covenants that limit the Company’s ability and the ability of its restricted subsidiaries to, among other things: incur or guarantee additional debt or issue certain preferred stock; redeem, purchase or retire subordinated debt; make certain investments; create restrictions on the payment of dividends or other amounts from the Company’s restricted subsidiaries that are not guarantors of such notes; enter into certain transactions with affiliates; merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of the Company’s assets; sell certain assets, including capital stock of the Company’s subsidiaries; designate the Company’s subsidiaries as unrestricted subsidiaries; pay dividends, redeem or repurchase capital stock or make other restricted payments; and incur certain liens.

Letters of Credit, Surety Bonds and Guarantees

The Company has letters of credit, surety bonds and bank guarantees related to various operational matters, including insurance, bid, concession and performance bonds, as well as other items.

As of September 30, 2025, the Company had $81.7 million of letters of credit outstanding under its Receivables-Based Credit Facility, resulting in $118.3 million of excess availability, and $7.0 million of letters of credit outstanding under its Revolving Credit Facility, resulting in $93.0 million of remaining excess availability. Additionally, as of September 30, 2025, the Company had $44.7 million and $9.7 million of surety bonds and bank guarantees outstanding, respectively, a portion of which was supported by $2.5 million of cash collateral. A portion of these letters of credit and guarantees at September 30, 2025 related to discontinued operations that were held for sale as of this date. Refer to Note 2 for additional information.

NOTE 6 –COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company and its subsidiaries are involved in certain legal proceedings arising in the ordinary course of business. As required, the Company has accrued estimates for the probable costs of resolving those claims for which loss is deemed probable and the amount can be reasonably estimated. These estimates have been developed in consultation with the Company’s counsel and are based on an analysis of potential outcomes, assuming a combination of litigation and settlement strategies. It is possible, however, that future results of operations for any particular period could be materially affected by changes in the Company’s assumptions or the effectiveness of its strategies related to these proceedings. Due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on the Company’s financial condition or results of operations.

Although the Company is involved in a variety of legal proceedings in the ordinary course of business, a large portion of its litigation arises in the following contexts: commercial disputes, employment and benefits-related claims, land use and zoning disputes, governmental fines, intellectual property claims, personal injury claims and tax disputes.

NOTE 7 –INCOME TAXES

Income Tax Benefit Attributable to Continuing Operations

The Company’s income tax benefit attributable to continuing operations for the three and nine months ended September 30, 2025 and 2024 consisted of the following components:

The effective tax rates for continuing operations for the three and nine months ended September 30, 2025 were 22.5% and 8.1%, respectively, compared to 16.8% and 8.5% for the same periods in 2024. The rates were primarily impacted by a valuation allowance recorded against current-period deferred tax assets, primarily related to interest expense carryforwards, due to uncertainty regarding the Company’s ability to realize those assets in future periods.

U.S. Tax Reform

On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was enacted, introducing new legislation and revisions to the Internal Revenue Code, including modifications to bonus depreciation and interest expense limitations, among other provisions. The Company evaluated and recognized the effects of the OBBB in the third quarter of 2025 and determined that the impacts, which were favorable, were not material to the current period consolidated financial statements.

NOTE 8 –PROPERTY, PLANT AND EQUIPMENT

The Company’s property, plant and equipment consisted of the following asset classes as of September 30, 2025 and December 31, 2024:

NOTE 9 –INTANGIBLE ASSETS AND GOODWILL

Intangible Assets

The following table presents the gross carrying amount and accumulated amortization for each major class of intangible assets as of September 30, 2025 and December 31, 2024:

(1)During the nine months ended September 30, 2025, the Company acquired permits valued at $0.3 million and permanent easements valued at $0.2 million as part of asset acquisitions. The acquired permits have an amortization period of 14 years.

Goodwill

The following table presents the goodwill balance for the Company’s segments as of September 30, 2025. There were no changes to the balances during the nine months ended September 30, 2025.

(1)The goodwill balance for the America segment is net of cumulative impairments totaling $2.6 billion.

Annual Impairment Tests

The Company performs its annual impairment tests for permanent easements and goodwill as of July 1 of each year, or more frequently as events or changes in circumstances warrant, as described in the Company's 2024 Annual Report on Form 10-K. No impairment was recognized during the nine months ended September 30, 2025 or 2024 as a result of these tests.

NOTE 10 –STOCKHOLDERS’ DEFICIT

Share-Based Compensation

Share-Based Compensation Expense

Share-based compensation expense for continuing operations, recognized within “Corporate expenses” on the Consolidated Statements of Income (Loss), was $6.3 million and $6.0 million for the three months ended September 30, 2025 and 2024, respectively, and $19.1 million and $17.3 million for the nine months ended September 30, 2025 and 2024, respectively.

Annual Grants

On May 28, 2025, the Compensation Committee of the CCOH Board of Directors approved grants under the Company’s 2012 Third Amended and Restated Stock Incentive Plan (the “Stock Incentive Plan”) of approximately 18.2 million restricted stock units (“RSUs”) and 4.0 million performance stock units (“PSUs”) to certain employees as part of their annual compensation.

The RSUs will vest inthree equal annual installments on April 1 of 2026, 2027 and 2028, subject to continued employment on each vesting date.

The PSUs will vest, to the extent earned, following athree-year performance period from April 1, 2025 through March 31, 2028, and are also subject to continued employment through the vesting date. For each grantee,65% of the award vests based on the Company’s total shareholder return (“TSR”) relative to a designated peer group (“Relative TSR”), and the remaining 35% vests based on the Company’s cumulative Adjusted EBITDA less capital expenditures (“Cumulative ULFCF”), measured over the performance period against pre-established goals and modified by a multiplier based on the compound annual growth rate (“CAGR”) of the Company’s stock price over the performance period (“CAGR Multiplier”).

•For PSUs that vest based on Relative TSR, payouts range from 0% to 150% of target. Performance at the 25 th, 50 th and 75 th percentiles of the peer group corresponds to payouts of 50%,100% and 150%, respectively, with straight-line interpolation between points. No PSUs will be earned for performance below the 25 th percentile. If TSR is negative over the performance period, the maximum payout is capped at 100%.

•For PSUs that vest based on Cumulative ULFCF, payouts also range from 0% to 150% of target, subject to the CAGR Multiplier. Cumulative ULFCF achievement of at least 85%, at least 97% but less than 103%, and 110% or more of the Cumulative ULFCF goal results in payouts of 50%,100% and 150%, respectively, with straight-line interpolation between thresholds. No PSUs will be earned for performance below 85% of the Cumulative ULFCF goal. The resulting vesting level is then adjusted by the CAGR Multiplier as follows:1.5 x for CAGR of +15% or more,1.0 x for CAGR greater than -5% but less than +5%, and 0.5 x for CAGR of -15% or less, with straight-line interpolation between points.

The RSUs and PSUs are subject to accelerated vesting and distribution upon certain qualifying terminations and in connection with a change in control in which the awards are not assumed or substituted, as set forth in the applicable award agreement.

The Company accounts for RSUs and PSUs as equity-classified awards under ASC 718, as follows:

•RSUs are expensed on a straight-line basis over the requisite service period.

•Expense for PSUs that vest based on Relative TSR, a market condition, is recognized over the service period regardless of outcome and is based on grant-date fair value determined using a Monte Carlo simulation.

•Expense for PSUs that vest based on Cumulative ULFCF, a performance condition modified by the market-based CAGR Multiplier, is recognized only if achievement is considered probable and is reassessed each reporting period. The grant-date fair value of these PSUs is determined using a Monte Carlo simulation.

As of September 30, 2025,24,089,137 shares remained available for issuance under the Stock Incentive Plan, assuming a 100% payout of all outstanding PSUs, including awards granted to employees of discontinued operations.

Treasury Share Settlement of Share-Based Awards

Beginning in the second quarter of 2025, the Company began settling certain share-based compensation awards through the reissuance of treasury shares rather than issuing new shares of common stock. Treasury shares are reissued at historical cost, with the Company applying a last-in, first-out method to determine cost. The related activity is reflected in the Consolidated Statements of Changes in Stockholders’ Deficit and classified as a non-cash financing activity.

Computation of Net Income (Loss) per Share

The following table presents the computation of net income (loss) per share for the three and nine months ended September 30, 2025 and 2024:

(1)Outstanding equity awards equivalent to 38.9 million and 29.2 million shares for the three months ended September 30, 2025 and 2024, respectively, and 31.8 million and 26.0 million shares for the nine months ended September 30, 2025 and 2024, respectively, were excluded from the computation of diluted earnings per share because their inclusion would have been anti-dilutive.

(2)Due to rounding, the total may not equal the sum of the line items in the table above.

NOTE 11 —OTHER INFORMATION

Reconciliation of Cash, Cash Equivalents and Restricted Cash

The following table reconciles cash and cash equivalents reported in the Consolidated Balance Sheets to cash, cash equivalents and restricted cash reported in the Consolidated Statements of Cash Flows:

Accounts Receivable

The following table presents the components of “Accounts receivable, net,” as reported in the Consolidated Balance Sheets:

Credit loss expense for continuing operations, recognized within “Selling, general and administrative expenses” on the Consolidated Statements of Income (Loss), was $1.0 million and $0.8 million for the three months ended September 30, 2025 and 2024, respectively, and $2.6 million and $1.0 million for the nine months ended September 30, 2025 and 2024, respectively.

Accrued Expenses

The following table presents the components of “Accrued expenses” as reported in the Consolidated Balance Sheets:

Other Operating Expense (Income), Net

Other operating expense (income), net, includes net gains from the sale or disposal of operating assets of $0.6 million and $0.8 million for the three months ended September 30, 2025 and 2024, respectively, and $7.9 million and $8.1 million for the nine months ended September 30, 2025 and 2024, respectively.

These gains were offset by transaction costs associated with structural initiatives and financial advisory services, totaling $0.5 million and $0.9 million for the three months ended September 30, 2025 and 2024, respectively, and $1.3 million and $4.3 million for the nine months ended September 30, 2025 and 2024, respectively, as well as other miscellaneous fees.

Other Income (Expense), Net

For the nine months ended September 30, 2024, other expense, net, included $10.0 million of debt modification costs related to the issuance of the 7.875% Senior Secured Notes due 2030 (the “7.875% Senior Secured Notes”) and the associated prepayment and refinancing of the Term Loan Facility, further described in the Company’s 2024 Annual Report on Form 10-K.

Other Comprehensive Income (Loss)

There wereno significant changes in deferred income tax liabilities resulting from adjustments to other comprehensive income (loss) during the three and nine months ended September 30, 2025 and 2024.