Clear Channel Outdoor Holdings, Inc.

Overview

Clear Channel Outdoor Holdings, Inc. (the “Company”) is a leading provider of out-of-home (“OOH”) advertising solutions, offering advertisers impactful and innovative opportunities to reach mass audiences across a variety of high-traffic public spaces. By leveraging the scale, reach and flexibility of our diverse portfolio of assets—including roadside billboards, street furniture and airport displays—we connect advertisers with millions of consumers every month. We believe we are at the forefront of driving innovation in the OOH advertising industry, and our dynamic advertising platform continues to attract a broader pool of advertisers through the expansion of our network of digital displays and the integration of data analytics, programmatic tools and other technologies to deliver measurable campaigns that are simpler to buy.

Our common stock is listed on the New York Stock Exchange under the symbol “CCO.”

Development of our Business

Historically, we have operated in the United States (“U.S.”) and in certain international markets. Beginning in 2021, our Board of Directors (the “Board”) authorized a review of strategic alternatives for our international businesses as part of a broader strategy to focus on our more profitable U.S. operations, improve organic cash flow and reduce leverage.

In 2023, we sold our businesses in Switzerland, Italy and France, which, along with our business in Spain, comprised our Europe-South segment. In 2025, we sold the businesses comprising our Europe-North segment and all of our businesses in Latin America. We also entered into an agreement to sell our business in Spain, which is expected to close in the first half of 2026, upon satisfaction of regulatory approval. Upon completion of the Spain transaction, we will have exited substantially all of our international operations and will be primarily focused on our U.S. business, resulting in a more simplified operating structure.

On February 9, 2026, we 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 the Merger Agreement, the Company is to be acquired by an investor consortium comprised of affiliates and/or certain investment funds advised by Mubadala Capital, in partnership with TWG Global. Under the terms of the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”), with the Company surviving as a wholly owned subsidiary of Parent.

Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of our common stock that is issued and outstanding as of immediately prior to the Effective Time (other than shares held by the Company as treasury stock, owned by Parent or any of its subsidiaries, including Merger Sub, or as to which appraisal rights have been properly exercised in accordance with Delaware law) will be automatically canceled, extinguished and converted into the right to receive cash in an amount equal to $2.43, without interest.

The Merger is expected to close by the end of the third quarter of 2026, subject to the satisfaction of certain conditions, including (i) adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote at a special meeting of our stockholders, (ii) expiration or termination of the waiting periods applicable to the Transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of certain other regulatory approvals, including approval by the interagency Committee on Foreign Investments in the United States (or any member agency thereof acting in its capacity as such), and (iii) other customary conditions for a transaction of this type, such as the absence of any legal restraint prohibiting the consummation of the Transactions, the accuracy of the Company’s representations and warranties contained in the Merger Agreement (except, generally, for inaccuracies that have not had a Company Material Adverse Effect, as defined in the Merger Agreement), and the absence of any Company Material Adverse Effect since the date of the Merger Agreement. The closing of the Merger will not occur prior to March 26, 2026, without the prior written consent of Parent.

Upon consummation of the Merger, we will become a privately held company, and our common stock will no longer be listed for trading on any public market.

Our Industry

We believe OOH advertising holds a strong position in the media mix, offering advertisers a cost-effective medium to reach consumers along their daily journeys in ways that can drive measurable results. According to 2025 Scarborough Research data, over 90% of American adults are on the road each week. OOH’s large, high-impact displays and creative capabilities, such as digital technologies, three-dimensional elements and lighting effects, offer advertisers an impactful way to build brand awareness in select iconic and high-visibility locations, including roadside and airport environments. With its reach and flexibility, OOH serves as both a hyper-local, targeted solution and a scaled, mass-reach platform.

The OOH industry continues to undergo a technology-driven transformation. Modern marketers aim to efficiently reach target audiences, quickly adjust messaging and measure campaign impact with greater speed, simplicity and transparency. The growth of digital media and use of audience data enable advertisers to select displays they believe are most likely to reach their target audiences and adjust advertisements based on dynamic factors, such as time of day, weather, breaking news and shifting strategies, making messaging more relevant and effective.

While OOH continues to grow alongside urbanization and consumer mobility, other traditional media such as print, linear television and radio are experiencing audience fragmentation and declining ad spend. According to the Omnicom U.S. Advertising Market Model (Winter 2025), previously published under the MAGNA brand, U.S. OOH revenues are projected to grow at a 4.0% compound annual rate from 2026 to 2030, while other traditional media are expected to decline. We believe these trends, together with OOH’s ability to deliver a viewable advertising experience that cannot be skipped or blocked, enhance OOH’s appeal as an advertising medium.

OOH remains a resilient advertising medium with key differentiators that we believe provide stability to our market position. The industry is anchored on a foundation of assets that are difficult to replicate because they are highly regulated, subject to proprietary relationships with exclusivity provisions, and require deep operational expertise. In the U.S., federal, state and local regulations limit the development of new billboard inventory, and numerous signage ordinances make it challenging for new entrants to compete at scale. In airports, barriers to entry arise from the complexity of operating major advertising concessions. Airport, transit and street furniture advertising media are often built on exclusive contracts, which require strong relationships with officials and regulatory authorities, as well as specialized expertise in operating municipal concessions.

Our Competition

The U.S. OOH advertising industry is fragmented and highly competitive, consisting of other large operators such as Lamar Advertising Company and Outfront Media Inc., as well as numerous regional and local participants. Competition is primarily based on audience reach, location quality and the ability to deliver measurable results, including through the effective use of technology.

We also compete with other forms of advertising, including digital media (such as search, social media and digital video), other traditional media (such as linear television, radio and print) and direct mail. According to the Omnicom U.S. Advertising Market Model (Winter 2025), OOH accounted for 2.3% of total U.S. advertising spend in 2025.

Our Strategy

We believe the economics of OOH advertising are highly attractive at scale, with the limited availability of our inventory generally allowing us to manage rates as demand increases. We are focused on driving incremental demand for sustainable long-term revenue growth while increasing operational efficiency to improve profitability, strengthen cash flow and reduce leverage. Our strategy centers on four pillars: focusing on customer-centricity, accelerating our technology capabilities, driving sales execution and strengthening our balance sheet.

Focusing on Customer-Centricity

We are focused on understanding the needs of both existing and potential customers and aligning the right sales resources to the right customer opportunities. We believe segmenting our customer base by size and complexity enables greater focus, improves sales force productivity and supports more effective engagement across advertiser types, as outlined below:

•Large National Advertisers: To navigate the complex agency model, we have enhanced our traditional Account Executive sales approach by establishing a dedicated Agency Partnerships team focused on building relationships with key decision-makers and influencers at agencies who impact budget allocations. These customers are supported by our Client Solutions Team, which works directly with marketers to identify needs and develop opportunities, leveraging our RADAR data platform (our proprietary suite of data solutions) along with an expanding set of vertical-specialist teams focused on deepening advertiser relationships in sectors such as pharmaceuticals, automotive and beverages.

•Local and Regional Clients: These advertisers prioritize trust, consistency and strong local market expertise. Our local and regional sales teams seek to maintain deep relationships within their markets and are supported by data-driven planning tools and local market insights designed to help advertisers optimize reach and performance.

•Small Businesses: These customers typically seek simple, flexible advertising solutions and have lower average spend levels. To serve this segment more efficiently and reduce churn, we utilize a centralized Inside Sales team equipped with dedicated tools and processes. This approach allows us to engage smaller and dormant accounts more effectively while enabling our local sales teams to focus on their key customers and higher-value opportunities. We are also piloting artificial intelligence (“AI”)-enabled tools and expanding automated and self-service buying options to improve lead generation, response times and overall customer experience.

Accelerating our Technology Capabilities

Technological advances are transforming OOH advertising, and we are leveraging ongoing investments in technology, including automation and AI, to meet modern marketers’ demands. We aim to make OOH advertising as easy to plan, buy and measure as online campaigns, but with greater impact and reduced brand risk. By modernizing our solutions to be more data-driven, easier to buy and faster to launch, we seek to enhance OOH’s value, attract more advertisers and capture market share from other media. To this end, we continue to invest in the digital transformation of our business, including displays, data solutions, sales methods and operations.

Growing our Digital Footprint

As an early adopter of digital display technology, we continue to prioritize the deployment of digital displays to enhance the creativity, relevance and flexibility of our OOH solutions while aligning with long-term market trends. In 2025, we added 71 large-format digital billboards across the U.S., including both new builds and conversions of high-demand inventory, reflecting our continued focus on disciplined, high-return digital deployments.

Digital displays typically generate higher revenue per structure than printed displays because they can host multiple advertisers, support dynamic creative content and enable data-driven campaign delivery, creating additional advertising opportunities and optimizing yield per structure. As of December 31, 2025, digital assets accounted for approximately 8% of our inventory but generated 44% of our revenue for the year, reflecting the attractive revenue economics of our growing digital portfolio.

According to the Omnicom U.S. Advertising Market Model (Winter 2025), U.S. digital OOH revenues are projected to grow at a 9.0% compound annual rate from 2026 to 2030. We aim to capture a significant share of this growth by expanding our network of digital displays and continuing to invest in our teams and infrastructure to accelerate this process. The pace of our digital conversions, however, depends on federal, state and local permitting processes, which may limit development of new digital displays in certain markets.

Enhancing our RADAR Offering

Clear Channel Outdoor RADAR (“RADAR”) is our proprietary suite of data-driven solutions used to plan, measure and amplify the impact of OOH advertising. RADAR leverages insights from anonymized and/or aggregated mobile location data to help customers create highly customized, measurable OOH campaigns that reach the right audiences in the right locations at the right time.

RADAR consists of several interoperable solutions:

•RADARView®: Our audience and campaign planning tool that uses historical mobile location data to rank displays by their efficiency in reaching target audiences and provides a map-based interface combining aggregated demographic, behavioral and location data.

•RADARConnect®: Our campaign amplification solution that aims to extend the reach of OOH advertisements through complementary mobile and third-party digital advertising delivered across external sites and apps, helping advertisers re-target audiences and enhance campaign impact.

•RADARProof®: Our campaign measurement and attribution solution that analyzes anonymized and/or aggregated data to assess the impact of OOH advertising on audience behavior across advertiser objectives such as brand awareness, store visits, website traffic and mobile application usage.

•RADARSync®: Our data integration platform designed to enable customized application and privacy-compliant sharing of RADAR insights with clients’ analytics platforms.

We continue to enhance RADAR through partnerships and internal development efforts that improve our data analytics and campaign measurement capabilities, including support for more timely, in-campaign performance insights. We believe these enhancements strengthen the platform’s value, deepen customer relationships, and attract new advertisers and verticals that have not traditionally used OOH. By improving audience insights, data solutions and campaign performance tracking, we aim to drive continued revenue growth.

Building on our Programmatic Presence

We continue to build on our programmatic solution, which leverages automated technology, data and algorithms to offer a streamlined buying process and enhanced targeting and measurement capabilities through real-time, biddable digital marketplaces. This solution enables advertisers to more efficiently purchase advertisements across multiple publishers, manage campaigns on a self-service basis and operate with a level of flexibility comparable to other digital advertising platforms. Demand-side platforms (“DSPs”) allow advertisers to buy inventory using preset parameters, enabling real-time transactions that optimize reach, impact, pricing and outcomes. Supply-side platforms (“SSPs”) allow publishers like us to connect inventory to multiple DSPs simultaneously, exposing available inventory to more potential buyers while providing control over pricing.

Although programmatic OOH is still emerging, we believe it, along with other automated trading platforms, has the potential to drive growth in the digital OOH sector and help us tap into demand from digital marketers and advertisers new to OOH. We have been at the forefront of the U.S. programmatic OOH space since pioneering private marketplace programmatic solutions in 2016 and believe our differentiated inventory, dedicated sales team, advanced technology and deep industry relationships position us well for continued growth.

Digitizing our Operations

We continue to invest in digital infrastructure to streamline key processes throughout the campaign cycle and reduce the time needed to pursue, win and execute contracts. We have achieved significant progress, including:

•Planning: We created an inventory-management system that provides real-time visibility into availability and pricing and established a fast-response service team that supports our entire sales organization with insights into real-time demand and utilization.

•Buying: We developed an electronic order processing system and continue to explore self-service options, direct buying and other ways to enhance customer interactions.

•Activation: We have modernized campaign installation processes by automating creative production specifications, integrating QR codes for material tracking and optimizing installation routes. We also upgraded our digital content management system to improve operational efficiency and unlock new revenue opportunities.

•Reporting and Invoicing: We upgraded our proof-of-performance tools with mobile devices and digital cameras, allowing real-time campaign verification. Proof-of-performance reports are published through our Clear Channel Outdoor Clear Access application, streamlining invoicing and payments.

•AI-Enabled Tools: We are piloting AI-enabled tools to support sales planning, client engagement and operational workflows, including enhancing creative development and automating routine administrative activities.

Driving Sales Execution

To capitalize on the opportunity to grow OOH advertising spend with existing and new advertisers, we are focused on strengthening sales execution across customer segments, channels and markets by improving productivity and responsiveness and using data, technology and workflow automation to support consistent and repeatable revenue generation. We believe this approach supports our customer-centricity and technology capabilities pillars and helps convert advertiser interest and opportunities into sustainable revenue growth.

Current key initiatives include:

•Inventory: Expanding and innovating our portfolio through product development, digital conversions, creative solutions, new sales methods and data-driven tools, including our RADAR platform, to optimize yield and advertiser value. We also evaluate opportunities to improve occupancy across existing inventory, including through CCO Clear Cast Digital, our impression-driven digital offering.

•People: Maximizing sales and support team productivity through targeted talent acquisition, efficient onboarding, coaching and training programs, and the segmentation of sales roles to better align coverage with customer needs. These efforts are intended to improve productivity, support advertiser retention, and foster an ownership mindset and collaborative culture across the organization.

•Customers: Maximizing revenue from new and existing customers through disciplined account development and execution, lead generation, vertical-focused outreach and customer retention efforts. These initiatives are supported by structured sales processes, enhanced sales enablement capabilities (including emerging AI-enabled features), training and automation, all of which are designed to strengthen direct advertiser relationships and support consistent growth.

•Planning: Using standardized performance tracking, workflow automation and piloting AI-enabled tools to improve the efficiency, speed and consistency of the sales cycle. These efforts are designed to support effective execution against growth targets by enhancing coordination across sales teams, optimizing account executive capacity and inventory management, and streamlining sales processes.

Strengthening our Balance Sheet

We remain focused on improving our capital structure and enhancing financial flexibility for long-term growth. In 2025, we completed or entered into agreements to sell substantially all of our international operations, supporting our deleveraging efforts, including through the use of proceeds and cash on hand to reduce indebtedness. During the year, we also refinanced $2.0 billion of existing debt to extend maturities while maintaining an efficient overall cost of debt. We are committed to continued debt reduction and balance sheet improvement by increasing cash generation, which we aim to achieve through revenue growth and margin expansion.

To support these objectives, our financial priorities include the following:

•Improving Cost Efficiency: Executing plans to reduce corporate costs through organizational streamlining, technology-enabled productivity and zero-based budgeting.

•Maintaining Disciplined Capital Allocation: Balancing investments that drive profitable growth—particularly digital conversions and automation initiatives—and investments aimed at maintaining and enhancing our existing portfolio, with debt reduction funded by operating cash flow.

•Preserving Liquidity: Maintaining disciplined, proactive cash management and a balanced capital structure to maintain sufficient liquidity to support operations and growth.

Our Business Segments

We operate two reportable business segments: America, which includes our U.S. roadside billboard and street furniture operations, and Airports, which includes our U.S. and Caribbean airport advertising operations. Together, these segments generated approximately $1.6 billion in revenue in 2025. We are one of the largest OOH advertising companies in the U.S., with operations in 81 Designated Market Areas (“DMAs”), including 43 of the top 50 U.S. markets, as of December 31, 2025. We serve a diversified base of advertisers across many industries, and no single advertiser accounted for a material portion of our consolidated revenue for 2025.

As discussed in “Development of our Business,” we have completed the divestiture of substantially all of our international operations and signed an agreement to sell our business in Spain, which is expected to close in the first half of 2026 upon satisfaction of regulatory approval. Our remaining operations outside the U.S., including those in Singapore, are not material to our overall business. Our operations in Singapore contributed less than 2% of revenue from continuing operations in 2023 and generated nominal revenue in 2024 and 2025 while operating at a reduced scale.

America and Airports

Overview

As of December 31, 2025, our America segment operated more than 48,200 displays across 28 U.S. DMAs, primarily concentrated in larger markets. The largest revenue-generating product in this segment is large-format billboards, typically located along major expressways, primary commuting routes and main intersections. We benefit from certain barriers to entry in traditional roadside advertising, including regulations that limit permits for new billboard inventory, our operational expertise, and strong relationships with landlords and local governments. The America segment contributed 75%, 76% and 77% of our revenue from continuing operations in 2025, 2024 and 2023, respectively.

As of December 31, 2025, our Airports segment operated more than 12,700 displays across a focused portfolio of more than 60 commercial airports, as well as a number of private airports, primarily in the U.S., with a limited presence in the Caribbean. This portfolio is concentrated in locations with high passenger volume and advertiser demand, making us the leading airport advertising provider in the U.S. by traveler reach. Our contracts generally include exclusivity provisions granting us the sole right to sell advertising at specific airports. The Airports segment contributed 25%, 24% and 22% of our revenue from continuing operations in 2025, 2024 and 2023, respectively.

Together, our combined roadside and airport networks enable advertisers to reach both broad consumer audiences and high-volume traveler segments across major U.S. markets.

Sources of Revenue

America

Our America segment generates revenue primarily by selling advertising on roadside billboards and other OOH displays across the U.S., with most advertising sold in four-week periods. Some advertisers secure longer-term placements on key displays to maintain consistent brand presence in high-demand locations.

Revenue from our America segment was $1,197 million in 2025, $1,144 million in 2024 and $1,101 million in 2023, with digital displays accounting for 37%, 36% and 35% of this revenue, respectively. The breakdown of America revenue by product for these years is shown in the table below:

(1)Due to rounding, the total may not equal the sum of the percentages in the table above.

The descriptions of each product type, available in both printed and digital formats, are as follows:

•Billboards: Includes the following sub-types:

◦Bulletins: Large, high-traffic displays (typically 14x48 feet) generally located along major expressways and primary commuting routes. Customers can contract for individual bulletins, multi-location campaigns, or a network of bulletins with rotating advertisements.

◦Posters: Smaller displays (typically 11x23 feet) often used to provide full-market coverage and generally located in commercial areas along major highways, surface streets and intersections, frequently near points of purchase. Junior posters (5x11 feet) are typically placed near retail outlets to drive sales. Premiere Panels combine the creative impact of bulletins with the reach and frequency of posters.

◦Spectaculars and Wallscapes: Spectaculars are large, custom displays with visual effects such as video, three-dimensional elements and moving parts, located primarily in Times Square and Las Vegas. Wallscapes are large custom displays on building sides or other structures, often becoming city landmarks, and are located primarily in Los Angeles and Times Square.

•Street Furniture: Advertising surfaces on bus shelters, kiosks, news racks and other public structures, primarily in metropolitan areas and along major commuting routes, typically sold as network packages.

•Other: Fees for creative and operational services such as ad design, printing and installation; revenue from transit displays in rail stations and on buses, trains and trams; and non-advertising revenue.

The table below shows America’s printed, digital and total revenue from each of our top 15 U.S. markets in 2025:

The table below shows the number of displays in our America segment as of December 31, 2025, by product type, for each our top 15 U.S. markets:

(1)Due to rounding, the total does not equal the sum of the percentages in the table above.

Airports

Our Airports segment offers advertising opportunities across a focused portfolio of more than 60 commercial airports, as well as a number of private airports, primarily in the U.S., with a limited presence in the Caribbean, targeting travelers at key touchpoints throughout their journeys. Displays are available in printed, digital and experiential formats, including custom exhibits and interactive installations. Customer contracts typically range from four weeks to one year, with some extending beyond one year.

Revenue from our Airports segment was $407 million in 2025, $361 million in 2024 and $312 million in 2023, with digital displays accounting for 64%, 57% and 60% of this revenue, respectively. As of December 31, 2025, our Airports segment operated 12,782 displays, including 2,583 digital displays.

Rates

Our advertising rates are influenced by multiple factors, including location, demand, competition, display size, occupancy, illumination, market reach and gross rating points, which measure the total number of impressions delivered by a display or group of displays, expressed as a percentage of market population. Impressions are measured by independent organizations using a range of dynamic data sources, including anonymous location and trip data from smartphones, to estimate the number of people passing a display within a defined period and provide insights into their demographics. Billboards generally command higher margins than other display types due to their larger size, greater impact and prime locations along major roadways.

Operations

We generally outsource the fabrication and manufacturing of advertising structures to third parties, regularly seeking competitive bids from vetted suppliers throughout the U.S. to enhance competition, meet demand and reduce logistics costs. For digital displays, we use a number of vetted domestic suppliers for LED and LCD products. Any items not manufactured domestically are purchased through various U.S. distributors. Product installation is handled by a mix of internal and external resources. Printed advertising copy, which is often provided by the advertiser or a third party, is primarily produced on vinyl or polyethylene material and transported to the display site for installation. Digital displays are connected to centralized systems that allow content to be updated quickly across multiple locations. We continue to improve operational efficiency by utilizing energy-efficient LED lighting, light sensors and screen-dimming technology across our digital displays where appropriate. We also conduct visual inspections of our inventory to identify and address defects within a reasonable period of time.

America

Most of our billboard structures require permits for construction, maintenance and operation, which are typically granted by state and/or local governments. These permits are usually transferable or renewable for a minimal fee or no fee. We typically own the physical structures and manage their construction centrally, placing them on sites we lease, own, or for which we have acquired permanent easements or executed long-term management agreements. Lease terms generally range from one to twenty years, with many including renewal options. We believe our properties are in good condition and suitable for operations, and no single property is material to our overall operations.

We are also generally responsible for constructing and maintaining street furniture structures. Our rights to place and sell advertising on these structures are governed by contracts with municipal and transit authorities, which are awarded through competitive bidding processes governed by local law. These contracts generally have terms of five to fifteen years and may include renewal options. We compensate the municipal and transit authorities with a minimum fee and/or a share of advertising revenue earned, depending on the contract terms.

Airports

Our rights to place displays and sell advertising at airports are typically awarded by public transit authorities in competitive bidding processes or may be negotiated with private transit operators. These contracts generally have terms from five to ten years and may include renewal options. We compensate the transit authorities and operators with a minimum fee and/or a share of advertising revenue earned, depending on the contract terms.

Seasonality and Macroeconomic Trends

Our financial performance across all reportable segments is typically weakest in the first quarter, both in terms of revenue and Segment Adjusted EBITDA, and strongest in the fourth quarter, reflecting seasonal advertising patterns.

Our results are also impacted by economic conditions, as advertising spending generally correlates with changes in gross domestic product. Although inflation has moderated from previous levels, it remains above the U.S. Federal Reserve’s long-term target, and interest rates remain elevated relative to recent historical averages, despite three reductions in the federal funds rate during 2025. Together, these factors influence our operating costs and borrowing costs. Trade and supply-chain developments, including higher tariffs on certain imported materials and components, have not had a material impact on our operations to date. We cannot anticipate the impact of the current or future economic environment on our business.

OOH advertising growth has remained fairly resilient over time, and we believe we can manage costs if necessary while maintaining ample liquidity to continue to operate and grow our business. For more details on macroeconomic trends, market risks and related uncertainties, refer to Item 1 A, Item 7 and Item 7A of this Annual Report on Form 10-K.

Regulation of our Business

Our business is subject to various local, state and federal laws and regulations, including:

•Land use laws and zoning restrictions;

•Environmental, health and safety laws and regulations, including those related to real estate operations, hazardous substances and greenhouse gas emissions;

•Consumer protection, information security and data privacy laws, including those related to the protection of, access to, or acquisition of Personal Information (“PI”) and emerging state privacy legislation;

•Regulations seeking to impose taxes on OOH advertising revenue, as well as on personal property or leasehold interests in advertising locations;

•Labor, employment, human rights, anti-bribery and competition laws; and

•Regulations and laws related to the proposed Merger.

For the year ended December 31, 2025, compliance with these governmental regulations did not have a material effect on our capital expenditures, earnings or competitive position, and, at this time, we do not expect to incur material capital expenditures related to compliance with regulations in 2026. Additional information about the impact of government regulations on our business is provided below and in Item 1A of this Annual Report on Form 10-K.

Industry Regulation

In the U.S., the Highway Beautification Act regulates OOH advertising on controlled roads, including billboard size and placement, and requires the development of state standards and compliance programs for the effective control of billboards. All states have passed billboard-control statutes and regulations generally governing the construction, repair, maintenance, upgrade, lighting, height, size, spacing, placement and permitting of OOH advertising structures, with local governments typically incorporating billboard control into zoning laws and building codes.

Privacy and Data Protection

We collect certain information from users of our technology platforms, including our websites, interactive features, social media pages, mobile applications and programmatic solutions. We also license anonymous and/or aggregated audience behavior insights about consumers from vetted third-party data providers, which we use and share for various business purposes, including coordinating clients’ OOH campaigns with online advertising campaigns run by our business partners. In addition, we collect PI from employees, clients, website visitors, business partners, and consumers interacting with digital content such as QR codes.

The collection and processing of PI subjects us to numerous consumer protection, information security, data protection and privacy laws at the federal, state, local and international levels. These laws require specific security controls and protections for certain types of PI, as well as notifications in the event of certain data breaches. We have implemented a legal and information security-led approach to address our compliance obligations and manage associated risks, and we monitor evolving privacy and data-protection legislation, industry standards and other requirements. Additional information regarding our cybersecurity risk management and governance practices is included in Item 1C of this Annual Report on Form 10-K.

Our Human Capital Resources

As of December 31, 2025, we employed approximately 1,900 people, with approximately 1,700 in the U.S. and the remainder primarily in Spain. We believe attracting, motivating and retaining top talent is essential to our success. To support this, our human capital management strategy centers on talent acquisition, employee development and retention. Our annual talent identification and development programs are designed to ensure succession planning strategies for key roles, while our robust annual goal-setting and performance management processes seek to align employees with company objectives. We strive to cultivate strong teams and an inclusive culture, guided by our core values of integrity, innovation, excellence and safety. Our employee value proposition emphasizes competitive compensation, benefits, work environment, career development and culture.

We believe that people perform best when they enjoy their work, so we prioritize creating a workplace where growth, success and fun go hand in hand. To support this focus, we regularly seek employee feedback through engagement surveys and shorter pulse surveys, with the most recent comprehensive survey conducted in December 2025. These survey results help inform our actions to enhance the employee experience, development and retention.

Compensation and Benefits Programs

Our compensation and benefits programs are designed to attract, retain and motivate talented individuals who support our business objectives, strategic goals and long-term value creation for stockholders. We offer market-competitive compensation packages that include base salary and annual incentive bonuses tied to Company and business unit financial, operational and strategic objectives, as well as individual performance targets, in line with our pay-for-performance philosophy. Sales employees also receive sales commission incentives, while executives and certain other employees receive long-term equity awards that vest based on the achievement of performance metrics or over a defined period. We believe this mix of short-term and long-term incentives ensures competitive compensation and aligns employee and stockholder interests. Additionally, we offer a range of benefits for employees and their families, including healthcare, insurance, qualified spending accounts, retirement savings plans, parental leave and various other benefits.

Workplace Practices and Policies

We are committed to fostering a respectful, inclusive and supportive work environment where all employees have the opportunity to grow and succeed. This includes our commitment to a workplace free from discrimination and harassment, promoting safety and well-being, and providing career development opportunities.

As an equal opportunity employer, our policies prohibit discrimination in employment decisions based on protected characteristics, such as sex, race, sexual orientation, gender identity or expression, religion, disability or physical appearance. We also support several employee-led resource groups that are open to all employees, providing a platform for sharing perspectives and fostering connections across the company.

Safety is one of our core values. We strive to comply with applicable local safety regulations and provide regular health-and-safety training and assessments. Our health-and-safety management systems are subject to regular inspections and independent audits by trained health-and-safety auditors. We also prioritize employee well-being by offering health benefits, including preventive care, specialized healthcare support and wellness initiatives.

Our mentorship programs connect less-experienced employees with senior colleagues to foster development and knowledge sharing, and our Career Development Planning program encourages employees to create personalized career plans with their managers and mentors, setting and pursuing goals aligned with their professional aspirations. We also offer a leadership development program to identify and prepare future leaders through feedback and tailored development plans.

Community Involvement

Making a positive impact in the communities we serve is a guiding principle of our culture. Through our corporate social-responsibility initiatives, we partner with local and national organizations across the U.S. to support public health and safety and promote the arts, education, cultural diversity and environmental sustainability.

We also encourage employees to give back by volunteering in their communities. U.S. full-time employees receive one paid day off each year for volunteering through our Spirit Day program. In 2025, employees contributed approximately 4,700 volunteer hours as part of this initiative.

Code of Business Conduct and Ethics

Our Code of Business Conduct and Ethics (the “Code”) sets standards for officers, directors, employees, interns, contractors and agents across our organization. Training on the Code is mandatory upon hire and annually thereafter. The Code addresses ethical conduct, compliance with applicable laws and regulations, and expectations for professional behavior across our organization.

Available Information

Additional information about the Company can be found on our Investor Relations website at investor.clearchannel.com. The contents of our website are not deemed to be part of this Annual Report on Form 10-K or any other filings with the U.S. Securities and Exchange Commission (“SEC”).

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports are available free of charge on our Investor Relations website at investor.clearchannel.com/financials as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. These filings are also available at the SEC’s website, sec.gov.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following information about our executive officers is presented as of February 26, 2026:

Scott R. Wells was appointed as our President and Chief Executive Officer on January 1, 2022. Prior to that, he served as Chief Executive Officer of Clear Channel Outdoor Americas from March 3, 2015. Before joining Clear Channel, Mr. Wells was an Operating Partner at Bain Capital starting in January 2011, and prior to that, an Executive Vice President at Bain Capital from 2007. Previously, he held various executive roles at Dell, Inc. from 2004 to 2007, most recently as Vice President of Public Marketing and On-Line in the Americas. Prior to joining Dell, Inc., Mr. Wells was a Partner at Bain & Company, focusing on technology and consumer-oriented companies. He currently serves as Chair of both the Achievement Network and the Outdoor Advertising Association of America. Mr. Wells holds an MBA with distinction from the Wharton School of the University of Pennsylvania and a B.S./B.A. from Virginia Polytechnic Institute and State University.

David J. Sailer was appointed as our Executive Vice President and Chief Financial Officer on March 1, 2024. Prior to that, he served as Executive Vice President and Chief Financial Officer of Clear Channel Outdoor Americas since August 2014, as well as the Company’s Executive Vice President of Corporate Development since January 1, 2023. Previously, Mr. Sailer was Senior Vice President of FP&A at iHeartMedia, Inc. starting in October 2013. Prior to that role, he was the Chief Financial Officer of NBC News Digital Portfolio, and he previously also held various leadership roles at NBCUniversal and worked as a staff accountant at Hunter Group LLP. Mr. Sailer holds an MBA from Fordham University and a Bachelor of Professional Accounting from Montclair State University.

Lynn A. Feldman was appointed as our Executive Vice President, General Counsel and Corporate Secretary on May 1, 2019. On November 1, 2022, her title was changed to Executive Vice President, Chief Legal Officer and Corporate Secretary, and on August 1, 2025, her title was changed to Executive Vice President, Chief Legal and Administrative Officer and Corporate Secretary. Prior to this role, Ms. Feldman served as Executive Vice President and General Counsel for Clear Channel Outdoor Americas from July 2016. Prior to that, she served as Executive Vice President and General Counsel for Wyndham Hotel Group from 2009 to 2015. Previously, Ms. Feldman served as Senior Vice President, Deputy General Counsel and Corporate Secretary for Wyndham Worldwide Corporation, and held various corporate roles at Cendant Corporation. She was also a Corporate Associate at Lowenstein Sandler LLP. Ms. Feldman earned a J.D. from the Georgetown University Law Center and a B.A. from Boston College.

Jason A. Dilgerwas appointed as our Senior Vice President and Chief Accounting Officer on May 1, 2019. Prior to that, he served as Senior Vice President of Accounting for Clear Channel Outdoor Americas starting in August 2011. Previously, Mr. Dilger was Corporate Controller at Sinclair Broadcast Group from 2006 to 2011 and held various accounting and finance roles at Municipal Mortgage & Equity from 2004 to 2006. He began his career in public accounting, gaining nearly a decade of experience at Arthur Andersen LLP and Ernst & Young LLP. Mr. Dilger is a CPA and holds a B.S. in Accounting from the University of Delaware.

Robert C. (Bob) McCuinwas appointed as our Executive Vice President and Chief Revenue Officer on May 1, 2019. Prior to this role, Mr. McCuin served as President of Sales for Clear Channel Outdoor Americas starting in July 2015. Previously, Mr. McCuin served as Senior Vice President of Sales for Townsquare Media, the third largest owner of radio stations in the U.S., from 2012 to 2015. Before that, he was Vice President of Sales for Clear Channel Media & Entertainment (now iHeartMedia) in New York City from 2009 to 2012. Mr. McCuin holds a B.A. from Framingham State University.