Clear Channel Outdoor Holdings, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTE 1 –DESCRIPTION OF BUSINESS

Clear Channel Outdoor Holdings, Inc. (“CCOH”) is a publicly traded company that sells out-of-home advertising on displays it owns or operates, including roadside billboards, street furniture and airport displays, using both digital and printed formats. The Company’s common stock is listed on the New York Stock Exchange under the symbol “CCO.” References in these financial statements to “the Company,” “we,” “us” and “our” refer to Clear Channel Outdoor Holdings, Inc. and its consolidated subsidiaries.

Business Overview

Historically, the Company operated in the U.S. and various international markets. Beginning in 2021, the Company’s Board of Directors authorized a review of strategic alternatives for its international businesses as part of a broader strategy to focus on the Company’s more profitable U.S. operations. Since that time, the Company has completed the sale of substantially all of its international businesses and has entered into a definitive agreement to sell its business in Spain.

Business Segments

As of December 31, 2025, the Company operatestwo reportable segments:

•America, which includes the Company’s U.S. roadside billboard and street furniture operations, and

•Airports, which includes the Company’s U.S. and Caribbean airport advertising operations.

Operations in Singapore are reported as “Other.” Refer to Note 4 for additional information on the Company’s reportable segments.

Prior to December 31, 2024, the Company operated four reportable segments: America, Airports, Europe-North and Europe-South. Refer to Note 3 for additional information regarding the disposition of the Company’s former international segments.

The Company has classified its former Europe-South and Europe-North segments and its Latin American businesses as discontinued operations. The business in Spain is also classified as discontinued operations and remains held for sale as of December 31, 2025.

In accordance with U.S. generally accepted accounting principles (“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. Cash flows related to discontinued operations are included within the Consolidated Statements of Cash Flows and are not separately presented. Refer to Note 3 for additional information on discontinued operations. Unless otherwise noted, all other notes to these consolidated financial statements present the results of continuing operations.

Subsequent Event

On February 9, 2026, the Company entered into a definitive agreement to be acquired by an investor consortium. See Note 15, Subsequent Events, for additional information.

NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Preparation of Financial Statements

Principles of Consolidation

These consolidated financial statements include the accounts of the Company 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.

Foreign Currency

Results of operations for foreign subsidiaries are translated into U.S. dollars using average exchange rates for the period, while assets and liabilities are translated using exchange rates in effect at the balance sheet date. Translation adjustments are recorded in “Accumulated other comprehensive loss” within Stockholders’ Deficit on the Company’s Consolidated Balance Sheets. As of December 31, 2025, Accumulated other comprehensive loss consists solely of cumulative translation adjustments. Foreign currency transaction gains and losses are recorded within “Other income (expense), net” in the Company’s Consolidated Statements of Income (Loss).

Use of Estimates

The Company’s consolidated financial statements and accompanying notes are prepared in accordance with GAAP and reflect estimates and assumptions made by management that affect the reported amounts. These estimates and assumptions impact areas including, among others, goodwill, long-lived assets, leases, income taxes, the allowance for credit losses, compensation and litigation accruals. 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.

A business is classified as held for sale when management commits to a plan to sell the business and the sale is probable within one year, subject to certain exceptions, and the plan of sale is unlikely to change significantly, among other criteria. Assets and liabilities held for sale are measured at the lower of their carrying value or fair value less cost to sell. A business is classified as discontinued when the disposal represents a strategic shift that has, or will have, a major effect on the Company’s operations and financial results. Refer to Note 3 for additional information on discontinued operations.

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents include highly liquid investments with an original maturity of three months or less. Restricted cash, primarily related to contractual agreements, is reported in “Other current assets” and “Other assets” on the Consolidated Balance Sheets. Refer to Note 14 for a reconciliation of 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.

Financial Instruments

The Company recognizes accounts receivable, accounts payable and debt in its Consolidated Balance Sheets at carrying amounts. Due to their short maturities, the carrying amounts of accounts receivable and accounts payable approximate their fair values. Refer to Note 6 for the Company’s fair value measurement of debt.

Accounts Receivable

Accounts receivable are recognized when the Company has an unconditional right to payment, either because it has satisfied a performance obligation prior to receiving payment from the customer or has a non-cancelable contract that has been billed in advance in accordance with normal billing terms.

Accounts receivable are recorded at the invoiced amount, net of an allowance for credit losses. The Company evaluates collectability based on a combination of factors. When the Company identifies a specific customer’s inability to meet its financial obligations, it records a specific reserve to adjust the receivable to the amount it expects to collect. For all other customers, the Company applies historical write-off rates by aging bucket to estimate expected credit losses.

The Company believes its concentration of credit risk is limited due to its large and diversified customer base across multiple industries.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Expenditures for maintenance and repairs are expensed as incurred, while expenditures for improvements and betterments are capitalized.

Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which are as follows:

•Structures —3 to 15 years

•Buildings and improvements —10 to 39 years

•Furniture and other equipment —3 to 10 years

•Leasehold improvements — the shorter of the asset’s useful life or the lease term, including renewal periods that are reasonably certain to be exercised

The Company tests property, plant and equipment for impairment when events or circumstances indicate that the carrying value of an asset may not be recoverable. If the carrying value exceeds the undiscounted cash flows expected to be generated by the asset, its carrying value is written down to fair value.

Refer to Note 10 for additional disclosures about the Company's property, plant and equipment.

Intangible Assets

The Company’s intangible assets consist of permits, permanent easements, trademarks, and contractual rights related to transit, street furniture and other outdoor advertising.

Finite-Lived Intangible Assets

Finite-lived intangible assets, including permits, trademarks and contractual rights, are recorded at cost and amortized on a straight-line basis over their estimated useful lives.

•Permits grant the right to operate and maintain advertising structures at specified locations, subject to compliance with local laws and regulations. Their estimated useful lives reflect the expected period of economic benefit from the related advertising location and are generally determined based on the term of the related site lease.

•The Company’s trademarks, acquired as part of the separation from iHeartCommunications, Inc. on May 1, 2019, are amortized over their 10-year useful life.

•Contractual rights related to transit, street furniture and other outdoor advertising are amortized over the shorter of the agreement term or the period over which the asset is expected to contribute to future cash flows.

The Company reviews finite-lived intangible assets for impairment when events or circumstances indicate that the carrying value may not be recoverable. If the carrying value exceeds the undiscounted cash flows expected to be generated by the asset, the carrying value is written down to fair value.

Indefinite-Lived Intangible Assets

Indefinite-lived intangible assets consist of permanent easements, which grant certain rights to use real property not owned by the Company. These assets are tested for impairment at least annually, as of July 1, and more frequently if events or circumstances indicate that the carrying value may not be recoverable.

Refer to Note 11 for additional disclosures about the Company's intangible assets.

When the Company acquires assets that do not constitute a business for accounting purposes, the purchase price is allocated to the acquired assets based on their estimated relative fair values, typically determined using discounted cash flow valuation methods or estimates of replacement costs. Refer to Notes 10 and 11 for further details on the Company’s asset acquisitions.

The Company records goodwill in conjunction with business combinations. The Company hastwo reporting units with goodwill: America and Airports. Goodwill for these reporting units is tested for impairment annually, as of July 1, or more frequently if events or circumstances indicate that the carrying value may be impaired. The carrying amount of each reporting unit, including goodwill, is compared to its fair value. If the carrying amount exceeds the fair value, an impairment charge is recognized, limited to the total goodwill allocated to the reporting unit.

To determine fair value, the Company uses a discounted cash flow model, which requires estimates of future cash flows from each reporting unit, discounted at a risk-adjusted rate. Terminal values are also estimated and discounted to present value. These estimates are based on revenue growth rates, EBITDA margins and discount rates derived from the Company’s budgets and business plans, economic projections and marketplace data.

Refer to Note 11 for additional disclosures about the Company's goodwill.

Leased Assets

The Company enters into contracts to use land, buildings, structures, office space and equipment, as well as contracts that allow it to display advertising on transit, street furniture and other assets. Most of the Company’s advertising structures are located on leased land with initial lease terms that generally extend up to 20 years.

At inception, arrangements involving the use of property, plant and equipment are evaluated to determine whether they meet the definition of a lease under Accounting Standards Codification (“ASC”) 842. Many of the Company’s airport and transit contracts do not meet this definition due to substantive substitution rights within the contracts.

Lease Term and Measurement

Many of the Company’s lease agreements include renewal or termination options. Periods covered by renewal options are included in the lease term only when the Company is reasonably certain to exercise such options or when the option is controlled by the lessor. Periods covered by termination options are included in the lease term only when the Company is reasonably certain not to exercise such options or when the option is controlled by the lessor.

The implicit rate in most of the Company’s lease agreements is not readily determinable. Accordingly, the Company uses the incremental borrowing rate (“IBR”) to calculate the present value of lease payments at lease commencement. The IBR represents the rate the Company would pay to borrow the same amount on a collateralized basis over a similar term and in a similar economic environment.

Operating Leases

The Company's leases are primarily operating leases, including land leases and contracts for the use of structures. Some lease agreements include fixed rental payments that escalate at a defined rate over the lease term. Certain lease agreements also include variable lease payments, such as amounts based on a percentage of advertising revenue or inflation adjustments. Variable lease payments are classified as variable rent expense and are recognized separately from periodic straight-line lease expense. Rental payments are typically paid in advance.

Operating leases are reflected on the Consolidated Balance Sheets as “Operating lease right-of-use assets,” with related liabilities included in “Current operating lease liabilities” and “Non-current operating lease liabilities.” Right-of-use assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments. Operating lease right-of-use assets and liabilities are recognized at lease commencement based on the present value of lease payments over the lease term, and lease expense is recognized on a straight-line basis over the lease term.

Refer to Note 7 for additional disclosures about the Company’s operating leases.

Finance Leases

Finance leases are included within “Property, plant and equipment” on the Consolidated Balance Sheets, with related liabilities included in “Current portion of long-term debt” and “Long-term debt.” Refer to Note 6 for additional information.

Rent Abatements and Government Assistance

During the COVID-19 pandemic, the Company renegotiated certain lease and non-lease arrangements and received rent abatements and related government assistance. The Company applied the Financial Accounting Standards Board (“FASB”) April 2020 guidance on rent concessions and accounted for these abatements as reductions of site lease expense. The Company recognized reductions in fixed rent payments of $1.4 million, $10.3 million and $24.9 million in 2025, 2024 and 2023, respectively. Included in these amounts was government assistance totaling $1.1 million in 2025, $9.0 million in 2024 and $10.6 million in 2023, primarily related to the Company’s U.S. airport operations. These reductions in site lease costs were partially offset by variable rent expense, and negotiated deferrals of rent payments did not reduce rent expense.

Asset Retirement Obligations

The Company estimates its obligation to dismantle and remove its advertising structures from leased land and restore the site to its original condition upon the termination or non-renewal of a lease or contract. Asset retirement obligations are reported in “Other liabilities” on the Consolidated Balance Sheets.

The Company recognizes the present value of these obligations when incurred using estimates of third-party costs for structure dismantling and site reclamation. The liability assumes asset removal will occur over the next 50 years, and the discount rate used to calculate the present value is based on an estimated risk-adjusted credit rate for that period.

When the liability is recognized, the associated cost is capitalized as part of the related advertising structure’s carrying value. Over time, the liability is accreted and recognized as an operating expense, and the capitalized cost is depreciated over the asset’s useful life.

Refer to Note 12 for additional disclosures about the Company’s asset retirement obligations.

Revenue Recognition

The Company generates revenue primarily from the sale of advertising on printed and digital out-of-home advertising displays, which may be sold as individual units or as network packages. These contracts typically cover periods from a few weeks to one year, though some have longer terms, and are generally cancelable after a specified notice period.

Certain revenue transactions qualify as leases for accounting purposes, as they grant customers the right to control the use of the Company’s advertising displays for a specified period. To qualify as a lease, the contract must depend on a specified advertising structure, the customer must have exclusive use of the display, and the customer must have the right to change the advertisement displayed during the contract term. Transactions that meet the definition of a lease are accounted for under ASC 842, while the Company’s remaining revenue transactions are accounted for as revenue from contracts with customers under ASC 606.

Although certain revenue transactions are accounted for under ASC 842 and others under ASC 606, revenue is presented on an aggregate basis in the Consolidated Statements of Income (Loss), as substantially all revenue is derived from advertising services and the timing and pattern of revenue recognition are substantively the same under both standards.

Revenue from Leases

The Company has elected the practical expedient under ASC 842 to combine non-lease components with associated lease components when certain criteria are met. As a result, the right to control the use of an advertising display that meets the lease criteria is combined with related installation and maintenance services into a single lease component. Revenue from advertising arrangements that meet the lease criteria is recognized over time on a straight-line basis over the contract term.

Production services, which do not meet the criteria to be combined, and advertising displays within the same contract that do not meet the lease criteria (together with any related installation and maintenance services), are accounted for as non-lease components. Consideration in these arrangements is allocated to lease and non-lease components based on their relative standalone selling prices, which are generally approximated by the contractual prices for each service.

Revenue from Contracts with Customers

The Company recognizes revenue when or as it satisfies a performance obligation by transferring a promised good or service to a customer. Revenue from the sale of advertising is generally recognized ratably over the contract term as the advertising services are provided.

The Company also generates revenue from production and creative services that are distinct from advertising display services. Revenue from these services is recognized when the advertising copy is installed at the display site.

The Company recognizes revenue in amounts that reflect the consideration it expects to receive in exchange for transferring promised out-of-home advertising services to a customer (the “transaction price”), excluding taxes collected on behalf of governmental authorities. Because the provision of these services typically occurs within one year of scheduled payment, the time value of money is generally not considered in determining the transaction price.

For contracts that include multiple distinct goods or services, the Company allocates the transaction price to each performance obligation based on their relative standalone selling prices. The Company has concluded that the contractual prices specified in its standard contracts generally approximate the best estimate of standalone selling prices, reflecting factors such as audience size and characteristics, market location and size, and recent market pricing.

The Company generally invoices customers monthly in advance in accordance with contractual billing schedules. Deferred revenue is recorded when amounts are billed or received in advance of satisfying performance obligations under the non-cancelable portions of customer contracts.

Refer to Note 5 for additional disclosures about the Company’s revenue.

Contract Costs

Incremental costs of obtaining a contract, primarily sales commissions, are included in “Selling, general and administrative expenses” on the Company’s Consolidated Statements of Income (Loss). These costs are generally expensed as incurred because the period of benefit is one year or less.

Share-Based Compensation

The Company accounts for share-based compensation under the fair value recognition provisions of ASC 718. Share-based compensation cost is measured at the grant date based on the fair value of the award and is included in “Corporate expenses” on the Company’s Consolidated Statements of Income (Loss).

For awards that vest based on service conditions, compensation cost is recognized on a straight-line basis over the requisite service period. For awards that vest based on performance conditions, compensation cost is recognized over the requisite service period when it is probable that the performance conditions will be met. For awards that vest based on market conditions, compensation cost is recognized over the requisite service period regardless of whether the market condition is ultimately satisfied.

The determination of the grant-date fair value of certain share-based awards involves assumptions and judgments, including expected volatility, among other factors. Refer to Note 13 for additional disclosures about the Company’s share-based compensation.

Treasury Share Settlement of Share-Based Awards

In 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.

Income Taxes

The Company accounts for income taxes using the liability method. Under this method, deferred tax assets and liabilities are recognized for differences between the financial reporting and tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which the differences are expected to be realized or settled. Deferred tax assets are reduced by a valuation allowance if the Company believes it is more likely than not that some portion or all of the asset will not be realized.

If any excess cash held by foreign subsidiaries were required to fund operations in the U.S., the Company could repatriate available funds with minimal U.S. tax consequences, as calculated for tax law purposes. The Company regularly reviews its tax liabilities related to amounts that may be distributed in future periods and provides for any applicable foreign withholding or other current and deferred income taxes.

Refer to Note 9 for additional disclosures about the Company’s income taxes.

New Accounting Pronouncements Recently Adopted

During the year ended December 31, 2025, the Company adopted Accounting Standards Update (“ASU”) 2023-09, Improvements to Income Tax Disclosures. This update enhances income tax disclosure requirements, primarily requiring more detailed disclosures in the effective tax rate reconciliation and the disaggregation of income taxes paid by jurisdiction. The Company has incorporated these disclosure requirements into its Income Taxes footnote disclosures in Note 9 to these consolidated financial statements. The Company applied these new disclosure requirements retrospectively to all periods presented.

New Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires disaggregation of certain amounts included in relevant expense captions on the face of the income statement, including purchases of inventory, employee compensation, depreciation and intangible asset amortization. The update also requires a qualitative description of amounts not separately disaggregated and disclosure of total selling expenses. The new disclosure requirements will be effective for the Company for annual periods beginning in 2027 and interim periods beginning in 2028 and may be applied prospectively or retrospectively. Early adoption is permitted. The Company is evaluating the impact of this update on its disclosures.

In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, 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 effective January 1, 2026 and does not expect the adoption to have a material impact on its consolidated financial statements or disclosures.

In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, which removes the project-stage model for internal-use software and requires capitalization of costs once management authorizes and commits to funding a project and completion is probable. The amendments are effective for the Company beginning January 1, 2028, with early adoption permitted. The Company is evaluating the impact of this guidance and does not currently expect the adoption of this standard to have a material impact on its consolidated financial statements or disclosures.

NOTE 3 –DISPOSITIONS AND DISCONTINUED OPERATIONS

Dispositions

As described in Note 1, beginning in 2021 the Company initiated a process to divest its international businesses. As of December 31, 2025, substantially all of the international businesses have been sold, with the business in Spain classified as held for sale.

2023 Dispositions

In 2023, the Company sold its businesses in Switzerland, Italy and France. Together with Spain, these businesses comprised the Company’s former Europe-South segment.

•On March 31, 2023, the Company sold its business in Switzerland for cash proceeds of $84.9 million, net of direct transaction costs paid and cash sold with the business, and recognized a gain of $96.4 million.

•On May 31, 2023, the Company sold its business in Italy for cash proceeds of $4.3 million, net of direct transaction costs paid and cash sold with the business, and recognized a gain of $11.2 million.

•On October 31, 2023, the Company sold its business in France. As part of the transaction, the Company delivered all related assets to the buyer along with $44.5 million in cash, subject to customary adjustments, and the buyer assumed a $29.7 million state-guaranteed loan held by Clear Channel France. Following post-closing adjustments, including amounts repaid by the buyer, and the payment of additional transaction-related costs, net cash delivered totaled $43.0 million. The Company recognized a loss on sale of $212.0 million.

2025 Dispositions and Held-for-Sale Transactions

In 2025, the Company sold, or entered into a definitive agreement to sell, substantially all of its remaining international businesses.

•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, and recognized a gain on sale of$68.4 million. After adjustments, and net of direct transaction costs paid and cash sold with the businesses, net cash proceeds were $11.9 million, subject to final post-closing adjustments. The Companyis also eligible to receive 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, and recognized 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 were$572.0 million. On the closing date, the Company used a portion of the net proceeds to fully prepay the outstanding term loans of Clear Channel International B.V. (“CCIBV”), an indirect wholly-owned subsidiary of the Company, along with accrued interest. Refer to Note 6 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 (approximately $135.1 million based on the prevailing exchange rate as of December 31, 2025), subject to certain customary adjustments. The transaction is expected to close in the first half of 2026, upon satisfaction of required regulatory approvals, at which time a gain on sale is expected to be recognized.

•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 $15.0 million, subject to certain customary adjustments. The Company recorded a cumulative loss of $54.4 million related to this sale, of which $44.4 million was recognized in 2024 upon classification of the business as held for sale and $10.0 million was recognized in 2025. After adjustments, and net of direct transaction costs paid and cash sold with the business, net cash proceeds were$8.2 million, subject to customary post-closing adjustments and the payment of remaining transaction-related costs.

Presentation and Transitional Services

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

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

As described in Note 1, the Company has classified its former Europe-South and Europe-North segments and its Latin American businesses as discontinued operations. These businesses were sold in 2023 and 2025, with the exception of the business in Spain, which remains classified as held for sale as of December 31, 2025.

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)The balances as of December 31, 2025 consist solely of assets and liabilities related to the Company’s business in Spain. The balances as of December 31, 2024 include assets and liabilities related to the Company’s business in Spain, as well as its former businesses in the Europe-North segment and in Latin America, all of which were sold in 2025.

(2)Includes goodwill associated with the former Europe-North segment of $143.9 million as of December 31, 2024.

(3)The valuation allowance on the former business in Brazil represents the loss recorded upon classification as held for sale, reducing 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. Following the sale of the Brazil business on October 1, 2025, no valuation allowance remains as of December 31, 2025.

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 December 31, 2025, the Company had an outstanding $6.9 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 on the Company’s Consolidated Statements of Income (Loss):

(1)Excludes depreciation and amortization

(2)Impairment charges in 2024 reflect the impairment of certain long-lived assets in the Company’s former Latin American businesses.

(3)Interest expense, net, primarily relates to the $375.0 million aggregate principal balance of 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.

(4)Other expense, net, primarily consists of transaction costs related to the 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 (3) to this table, this line includes a $5.4 million loss on debt extinguishment for the year ended December 31, 2025, and a $2.4 million loss on debt extinguishment and $2.0 million in debt modification expense for the year ended December 31, 2024.

(5)In 2025, the Company recognized gains of $68.4 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 a $10.0 million loss related to its former business in Brazil.

Income Taxes Paid Attributable to Discontinued Operations

The following table presents income taxes paid, net of refunds received, attributable to discontinued operations:

Capital Expenditures of Discontinued Operations

The following table presents the capital expenditures for discontinued operations:

(1)In addition to capital expenditures paid during the period, the Company had accrued but unpaid capital expenditures for discontinued operations of $2.0 million, $8.6 million and $10.2 million as of December 31, 2025, 2024 and 2023, respectively.

NOTE 4 –SEGMENT DATA

Reportable Segments

As described in Note 1, 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., generating over 90% of its revenue from roadside billboard displays, while the Airports segment offers out-of-home advertising at airports in the U.S. and the Caribbean.

Segment Adjusted EBITDA and Other Segment Information

Segment Adjusted EBITDA is the profitability metric reported to the Company’s chief operating decision maker (“CODM”), the Company’s President and Chief Executive Officer, for purposes of allocating resources and assessing segment performance. Segment Adjusted EBITDA 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 2025, 2024 and 2023. 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 our 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 related to corporate functions, which are included within the “Corporate expenses” line item.

(3)In addition to capital expenditures paid during the period, the Company had accrued but unpaid capital expenditures for continuing operations of $7.2 million, $6.7 million and $6.0 million as of December 31, 2025, 2024, and 2023, respectively.

NOTE 5 –REVENUE

The Company generates revenue primarily from the sale of advertising on its out-of-home displays. As described in Note 2, certain revenue transactions are accounted for as leases under ASC 842, while the remaining transactions are 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 2025, 2024 and 2023:

(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 6 –LONG-TERM DEBT

Long-term debt outstanding as of December 31, 2025 and 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 and $750.0 million aggregate principal amount of 9.000% Senior Secured Notes due 2028. 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 $26.3 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 and $134.1 million aggregate principal amount of its 7.500% Senior Notes due 2029 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 3) 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 3. 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 December 31, 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.

Receivables-Based Credit Facility

On August 23, 2019, the Company entered into a receivables-based credit agreement (the “Receivables-Based Credit Agreement”) with Deutsche Bank AG New York Branch, as administrative agent, collateral agent, swing line lender and letters of credit issuer, the other lenders and letters of credit issuers party thereto, the joint lead arrangers and bookrunners party thereto, and the co-documentation agents party thereto. The Receivables-Based Credit Agreement governs the Company’s receivables-based credit facility (the “Receivables-Based Credit Facility”).

On June 12, 2025, the Company entered into a second amendment to the 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. These amendments are reflected in the information below.

Size and Availability

The Receivables-Based Credit Agreement, as amended, provides for an asset-based revolving credit facility, with amounts available from time to time (including in respect to letters of credit) equal to the lesser of (a) the borrowing base, which equals 85.0% of the eligible accounts receivable of the borrower and the subsidiary borrowers, subject to customary eligibility criteria minus any reserves, and (b) the aggregate revolving credit commitments, which is$200.0 million. No amounts were outstanding as of December 31, 2025.

The Company and certain of its subsidiaries are borrowers under the Receivables-Based Credit Facility. The Receivables-Based Credit Facility includes sub-facilities for letters of credit and for short-term borrowings referred to as the swing line borrowings. In addition, the Receivables-Based Credit Agreement provides that the Company has the right at any time, subject to customary conditions, to request incremental commitments on terms set forth in the Receivables-Based Credit Agreement.

Interest Rate and Fees

Borrowings under the Receivables-Based Credit Agreement bear interest at a rate per annum equal to an amended Applicable Rate (defined therein) plus either: (a) a base rate equal to the highest of: (1) the rate of interest in effect for such date as publicly announced from time to time by the administrative agent as its “prime rate,” (2) the Federal Funds Rate plus 0.50%, (3)0.00%, and (4) Term SOFR (as defined therein) plus an adjustment for a one-month tenor in effect on such day plus 1.00%; or (b)(1) a term rate based on Term SOFR plus an adjustment for loans denominated in dollars, the Canadian Dollar Offered Rate (“CDOR”) for loans denominated in Canadian dollars, and the Euro Interbank Offered Rate (“EURIBOR”) for loans denominated in euros, or (2) a daily rate based on the Sterling Overnight Index Average (“SONIA”) plus an adjustment for loans denominated in pounds sterling.

In addition to paying interest on outstanding principal under the Receivables-Based Credit Facility, the Company is required to pay a commitment fee to the lenders under the Receivables-Based Credit Agreement in respect to the unutilized revolving commitments thereunder. The Company is also required to pay a customary letter of credit fee and fronting fee for each issued letter of credit.

Maturity

Borrowings under the Receivables-Based Credit Agreement mature, and lending commitments thereunder terminate, on June 12, 2030.

Prepayments

If at any time, the outstanding amount under the Receivables-Based Credit Agreement exceeds the lesser of (i) the aggregate amount committed by the revolving credit lenders and (ii) the borrowing base, the Company will be required to prepay first, any protective advances, and second, any outstanding revolving loans and swing line loans and/or cash collateralize letters of credit in an aggregate amount equal to such excess, as applicable.

Subject to customary exceptions and restrictions, the Company may voluntarily repay outstanding amounts under the Receivables-Based Credit Facility at any time without premium or penalty. Any voluntary prepayments made will not reduce commitments under the Receivables-Based Credit Agreement.

The Receivables-Based Credit Facility is guaranteed by certain subsidiaries of the Company that guarantee the Senior Secured Credit Agreement. All obligations under the Receivables-Based Credit Agreement and the guarantees of those obligations are secured by a perfected first priority security interest in the ABL Priority Collateral and a perfected second priority security interest in the Senior Secured Notes Priority Collateral. (The terms “ABL Priority Collateral” and “Senior Secured Notes Priority Collateral” are defined in the Senior Secured Credit Facilities section below.)

The Receivables-Based Credit Agreement contemplates that if borrowing availability is less than an amount set forth therein, the Company will be required to comply with a fixed charge coverage ratio of no less than 1.00 to 1.00 for the most recent period of four consecutive fiscal quarters ended prior to the occurrence of the Covenant Trigger Period (as defined in the Receivables-Based Credit Agreement), and will be required to continue to comply with this minimum fixed charge coverage ratio for a certain period of time until borrowing availability recovers. The fixed charge coverage ratio did not apply for the four quarters ended December 31, 2025 because a Covenant Trigger Period was not in effect.

The Receivables-Based Credit Agreement also includes negative covenants that, subject to significant exceptions, limit the Company’s ability and the ability of its restricted subsidiaries to, among other things: incur additional indebtedness; create liens on assets; engage in mergers, consolidations, liquidations and dissolutions; sell assets; pay dividends and distributions or repurchase capital stock; make investments, loans, or advances; prepay certain junior indebtedness; engage in certain transactions with affiliates; enter into agreements that restrict its restricted subsidiaries’ ability to make distributions; and amend or waive organizational documents.

As of December 31, 2025, the Company was in compliance with all covenants contained in the Receivables-Based Credit Agreement.

Senior Secured Credit Facilities

On August 23, 2019, concurrently with the entry into the Receivables-Based Credit Agreement, the Company and the guarantors thereof entered into a credit agreement (the “Senior Secured Credit Agreement”) with Deutsche Bank AG New York Branch, as administrative agent and collateral agent, the syndication agent party thereto, the co-documentation agents party thereto, the lenders party thereto, and the joint lead arrangers and joint bookrunners party thereto. The Senior Secured Credit Agreement provides for and governs the Company’s term loan facility (the “Term Loan Facility”) and a revolving credit facility (the “Revolving Credit Facility”).

On March 18, 2024, the Company entered into a fifth amendment to its Senior Secured Credit Agreement to, among other things, extend the maturity date of the Term Loan Facility to August 23, 2028, subject to certain conditions, and increase the Applicable Rate (as defined therein) for the Term Loan Facility by 50 basis points.

On June 12, 2025, the Company entered into a sixth amendment to 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. These amendments are reflected in the information below.

Size and Availability

As of December 31, 2025, $425.0 million was outstanding under the Term Loan Facility. The Revolving Credit Facility provides for $100.0 million of revolving credit commitments, of which no amounts were outstanding as of December 31, 2025.

The Company is the borrower under the Senior Secured Credit Facilities. The Revolving Credit Facility includes sub-facilities for letters of credit and for short-term borrowings referred to as the swing line borrowings. In addition, the Senior Secured Credit Agreement provides that the Company may request at any time, subject to customary and other conditions, incremental term loans or incremental revolving credit commitments. The lenders under the Senior Secured Credit Facilities are not under any obligation to provide any such incremental loans or commitments, and any such addition of or increase in loans will be subject to certain customary conditions and other provisions.

Interest Rate and Fees

Borrowings under the Senior Secured Credit Agreement bear interest at a rate per annum equal to the amended Applicable Rate plus either: (a) a base rate equal to the highest of: (1) the rate of interest in effect for such date as publicly announced from time to time by the administrative agent as its “prime rate,” (2) the Federal Funds Rate plus 0.50%, (3)0.00%, and (4) Term SOFR plus an adjustment for a one-month tenor in effect on such day plus 1.00%; or (b)(1) a term rate based on Term SOFR plus an adjustment for loans denominated in dollars, CDOR for loans denominated in Canadian dollars, and EURIBOR for loans denominated in euros, or (2) a daily rate based on the SONIA plus an adjustment for loans denominated in pounds sterling.

In addition to paying interest on outstanding principal under the Senior Secured Credit Agreement, the Company is required to pay a commitment fee to the lenders under the Senior Secured Credit Agreement in respect to the unutilized revolving commitments thereunder. The Company is also required to pay a customary letter of credit and fronting fee for each issued letter of credit.

Maturity

The term loans under the Term Loan Facility are payable on August 23, 2028 (subject to a springing maturity date construct to the extent (x) certain senior secured notes remain outstanding in excess of $250.0 million on May 15, 2027 or (y) certain senior secured notes remain outstanding in excess of $199.0 million on January 15, 2028). The Revolving Credit Facility matures on June 12, 2030.

Prepayments

The Senior Secured Credit Facilities contain customary mandatory prepayments, including with respect to excess cash flow, asset sale proceeds and proceeds from certain incurrences of indebtedness. The Company may voluntarily repay outstanding loans under the Senior Secured Credit Facilities at any time without premium or penalty.

The Senior Secured Credit Facilities are guaranteed by certain existing and wholly-owned domestic subsidiaries of the Company. All obligations under the Senior Secured Credit Facilities and the guarantees of those obligations are secured by a perfected first priority security interest in all of the Company’s and the guarantors’ assets securing the Senior Secured Credit Facilities on a pari passu basis with the liens on such assets (other than the assets securing the Company’s Receivables-Based Credit Facility) (such assets, other than accounts receivable and certain other assets, the “Senior Secured Notes Priority Collateral”) and a perfected second priority security interest in all of the Company’s and the guarantors’ assets securing the Receivables-Based Credit Facility on a first-priority basis (the “ABL Priority Collateral”).

The Senior Secured Credit Agreement contains a springing financial covenant which is applicable solely to the Revolving Credit Facility. The springing financial covenant generally requires compliance with a first lien net leverage ratio of less than 7.10 to 1.00 if the balance of the Revolving Credit Facility is greater than $0 or undrawn letters of credit exceed $10 million; provided that the foregoing springing financial covenant shall not be applicable (x) to the extent the total net leverage ratio is greater than 6.50 to 1.00, if the balance of the Revolving Credit Facility (excluding up to $10 million of undrawn or cash collateralized letters of credit) is greater than $0 or (y) to the extent the total net leverage ratio is equal to or less than 6.50 to 1.00, if the balance of the Revolving Credit Facility (excluding up to $10 million of undrawn or cash collateralized letters of credit) does not exceed 35% of the aggregate revolving credit commitments. As of December 31, 2025, these conditions were not met, and the covenant was not in effect.

The Senior Secured Credit Agreement also includes negative covenants that, subject to significant exceptions, limit the Company’s ability and the ability of its restricted subsidiaries to, among other things: incur additional indebtedness; create liens on assets; engage in mergers, consolidations, liquidations and dissolutions; sell assets; pay dividends and distributions or repurchase capital stock; make investments, loans, or advances; prepay certain junior indebtedness; engage in certain transactions with affiliates; enter into agreements that restrict its restricted subsidiaries’ ability to make distributions; and amend or waive organizational documents.

As of December 31, 2025, the Company was in compliance with all covenants contained in the Senior Secured Credit Agreement.

5.125% Senior Secured Notes Due 2027

On August 23, 2019, concurrently with the entry into the Receivables-Based Credit Facility and Senior Secured Credit Agreement, the Company completed the sale of $1.25 billion in aggregate principal amount of 5.125% Senior Secured Notes due 2027 (the “5.125% Senior Secured Notes”). The 5.125% Senior Secured Notes were issued pursuant to an indenture dated as of August 23, 2019 among the Company, the subsidiaries of the Company acting as guarantors party thereto, and U.S. Bank National Association, as trustee and as collateral agent.

On August 4, 2025, the Company funded the full redemption of the 5.125% Senior Secured Notes. As a result, the indenture governing the 5.125% Senior Secured Notes was satisfied and discharged.

9.000% Senior Secured Notes Due 2028

On August 22, 2023, the Company completed the sale of $750.0 million in aggregate principal amount of 9.000% Senior Secured Notes due 2028 (the “9.000% Senior Secured Notes”). The 9.000% Senior Secured Notes were issued pursuant to an indenture dated as of August 22, 2023 among the Company, the subsidiaries of the Company acting as guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee and as collateral agent.

On August 4, 2025, the Company funded the full redemption of the 9.000% Senior Secured Notes. As a result, the indenture governing the 9.000% Senior Secured Notes was satisfied and discharged.

7.875% Senior Secured Notes Due 2030

On March 18, 2024, the Company completed the sale of $865.0 million in aggregate principal amount of 7.875% Senior Secured Notes due 2030 (the “7.875% Senior Secured Notes”). The 7.875% Senior Secured Notes were issued pursuant to an indenture, dated as of March 18, 2024 (the “7.875% 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 as collateral agent.

The 7.875% Senior Secured Notes mature on April 1, 2030 and bear interest at a rate of 7.875% per annum. Interest on the 7.875% Senior Secured Notes is payable semi-annually on April 1 and October 1 of each year.

The 7.875% 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 7.875% Senior Secured Notes and the guarantees thereof are secured on a first-priority basis by security interests in the Senior Secured Notes Priority Collateral and on a second-priority basis by security interests in the ABL Priority Collateral, in each case, other than any excluded assets and subject to intercreditor agreements.

The 7.875% 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.

The Company may redeem all or a portion of the 7.875% Senior Secured Notes at the redemption prices (including any “make-whole,” as may be applicable) as set forth in the 7.875% Senior Secured Notes Indenture.

The 7.875% 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 the debt; 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. As of December 31, 2025, the Company was in compliance with all covenants contained in the 7.875% Senior Secured Notes Indenture.

7.125% Senior Secured Notes Due 2031

On August 4, 2025, the Company completed the sale of $1,150.0 million in 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 as of 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.

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 the Senior Secured Notes Priority Collateral and on a second-priority basis by security interests in the ABL Priority Collateral, 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.

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.

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. As of December 31, 2025, the Company was in compliance with all covenants contained in the 7.125% Senior Secured Notes Indenture.

7.500% Senior Secured Notes Due 2033

On August 4, 2025, the Company completed the sale of $900.0 million in aggregate principal amount of 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 as of 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.

The 7.500% 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 7.500% Senior Secured Notes and the guarantees thereof are secured on a first-priority basis by security interests in the Senior Secured Notes Priority Collateral and on a second-priority basis by security interests in the ABL Priority Collateral, in each case, 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.

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.

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. As of December 31, 2025, the Company was in compliance with all covenants contained in the 7.500% Senior Secured Notes Indenture.

7.750% Senior Notes Due 2028

On February 17, 2021, the Company completed the sale of $1.0 billion aggregate principal amount of 7.750% Senior Notes due 2028 (the “7.750% Senior Notes”). On the same date, the Company entered into an indenture, dated as of February 17, 2021 (the “7.750% Senior Notes Indenture”), by and among the Company, the subsidiaries of the Company acting as guarantors party thereto, and U.S. Bank National Association, as trustee.

In the second quarter of 2025, the Company repurchased in the open market $95.7 million of the 7.750% Senior Notes. The Company had previously repurchased in the open market $5.0 million of the 7.750% Senior Notes. The repurchased notes are held by the Company and have not been canceled.

The 7.750% Senior Notes mature on April 15, 2028 and bear interest at a rate of 7.750% per annum. Interest is payable semi-annually on April 15 and October 15 of each year.

The 7.750% Senior Notes are guaranteed on a senior unsecured basis by certain of the Company’s wholly-owned existing and future domestic subsidiaries. The 7.750% Senior Notes (i) rank pari passu in right of payment with all existing and future senior indebtedness of the Company; (ii) are senior in right of payment to all of the future subordinated indebtedness of the Company and guarantors; (iii) are effectively subordinated to all of the Company’s and guarantors’ existing and future indebtedness secured by a lien, to the extent of the value of such collateral; and (iv) are structurally subordinated to any existing and future obligations of any existing or future subsidiaries of the Company that do not guarantee the 7.750% Senior Notes, including all of the Company’s foreign subsidiaries.

The Company may redeem all or a portion of the 7.750% Senior Notes at the redemption prices set forth in the 7.750% Senior Notes Indenture.

The 7.750% Senior Notes Indenture contains covenants that limit the Company’s ability and the ability of its restricted subsidiaries to, among other things: (i) incur or guarantee additional debt or issue certain preferred stock; (ii) redeem, purchase or retire subordinated debt; (iii) make certain investments; (iv) create restrictions on the payment of dividends or other amounts from the Company’s restricted subsidiaries that are not guarantors; (v) enter into certain transactions with affiliates; (vi) merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of the Company’s assets; (vii) sell certain assets, including capital stock of the Company’s subsidiaries; (viii) designate the Company’s subsidiaries as unrestricted subsidiaries; (ix) pay dividends, redeem or repurchase capital stock or make other restricted payments; and (x) incur certain liens. As of December 31, 2025, the Company was in compliance with all covenants contained in the 7.750% Senior Notes Indenture.

7.500% Senior Notes Due 2029

On June 1, 2021, the Company completed the sale of $1.05 billion aggregate principal amount of 7.500% Senior Notes due 2029 (the “7.500% Senior Notes”). On the same date, the Company entered into an indenture, dated as of June 1, 2021 (the “7.500% Senior Notes Indenture”), by and among the Company, the subsidiaries of the Company acting as guarantors party thereto, and U.S. Bank National Association as trustee.

In the second quarter of 2025, the Company repurchased in the open market $134.1 million of the 7.500% Senior Notes. The Company had previously repurchased in the open market $10.0 million of the 7.500% Senior Notes. The repurchased notes are held by the Company and have not been canceled.

The 7.500% Senior Notes mature on June 1, 2029 and bear interest at a rate of 7.500% per annum. Interest is payable semi-annually on June 1 and December 1 of each year.

The 7.500% Senior Notes are guaranteed on a senior unsecured basis by certain of the Company’s wholly-owned existing and future domestic subsidiaries. The 7.500% Senior Notes (i) rank pari passu in right of payment with all existing and future senior indebtedness of the Company; (ii) are senior in right of payment to all of the future subordinated indebtedness of the Company and guarantors; (iii) are effectively subordinated to all of the Company’s and guarantors’ existing and future indebtedness secured by a lien, to the extent of the value of the collateral securing such debt; and (iv) are structurally subordinated to any existing and future obligations of any existing or future subsidiaries of the Company that do not guarantee the 7.500% Senior Notes, including all of the Company’s foreign subsidiaries.

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

The 7.500% Senior Notes Indenture contains covenants that limit the Company’s ability and the ability of its restricted subsidiaries to, among other things: (i) incur or guarantee additional debt or issue certain preferred stock; (ii) redeem, purchase or retire subordinated debt; (iii) make certain investments; (iv) create restrictions on the payment of dividends or other amounts from the Company’s restricted subsidiaries that are not guarantors; (v) enter into certain transactions with affiliates; (vi) merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of the Company’s assets; (vii) sell certain assets, including capital stock of the Company’s subsidiaries; (viii) designate the Company’s subsidiaries as unrestricted subsidiaries; (ix) pay dividends, redeem or repurchase capital stock or make other restricted payments; and (x) incur certain liens. As of December 31, 2025, the Company was in compliance with all covenants contained in the 7.500% Senior Notes Indenture.

CCIBV Term Loan Facility Due 2027

On March 22, 2024, CCIBV entered into a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and J.P. Morgan SE, as lead arranger and bookrunner. This credit agreement governed a term loan facility (the “CCIBV Term Loan Facility”) and the term loans incurred thereunder.

On March 31, 2025, the Company fully prepaid the CCIBV Term Loan Facility. As a result, 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.

Future Maturities of Long-term Debt

Future maturities of total long-term debt as of December 31, 2025 are as follows:

(1)Excludes original issue discount and long-term debt fees of $3.6 million and $42.3 million, respectively, which are amortized through interest expense over the life of the underlying debt obligations.

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 December 31, 2025, the Company had $6.9 million of letters of credit outstanding under its Revolving Credit Facility, resulting in $93.1 million of remaining excess availability, and $87.3 million of letters of credit outstanding under its Receivables-Based Credit Facility, resulting in $112.7 million of excess availability. Additionally, as of December 31, 2025, the Company had $46.7 million and $10.9 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 December 31, 2025 related to discontinued operations that were held for sale as of this date. Please refer to Note 3 for additional information.

NOTE 7 –LEASES

The following table provides the components of ASC 842 lease expense for continuing operations included within the Consolidated Statements of Income (Loss) for 2025, 2024 and 2023:

The following table provides the weighted-average remaining lease term and the weighted-average discount rate for the Company's operating leases as of December 31, 2025 and 2024:

The following table provides the Company’s future maturities of operating leases as of December 31, 2025:

The following table provides supplemental cash flow information related to leases:

(1)In 2024, the Company entered into a 15-year contract with the New York Metropolitan Transportation Authority for roadside advertising assets with total undiscounted minimum lease payments of $390.0 million, effective November 1, 2024.

NOTE 8 –COMMITMENTS AND CONTINGENCIES

Commitments

The Company has various commitments under non-cancelable contracts, including:

•Contracts that meet the definition of a lease under ASC 842, as previously described. Refer to Note 7 for the Company’s future maturities of operating lease liabilities as of December 31, 2025.

•Non-cancelable contracts that provide the supplier with a substantive substitution right regarding the property, plant and equipment used to fulfill the contract, which do not meet the definition of a lease for accounting purposes under ASC 842.

•Capital expenditure commitments relating to required purchases of property, plant and equipment under certain airport, transit and street furniture advertising contracts.

The following table summarizes the Company’s future contractual commitments under non-lease non-cancelable contracts and capital expenditure commitments as of December 31, 2025. For purposes of this disclosure, commitments include minimum payments over the stated non-cancelable term of the contract, as well as renewal periods that are not within the Company’s control. Renewal options that are exercisable solely at the Company’s discretion and have not been exercised are excluded.

In 2025, the Company entered into aten-year renewal contract, with afive-year renewal option exercisable by the counterparty, for advertising space controlled by the Metropolitan Washington Airports Authority. The table above includes$412.0 million of non-lease non-cancelable contractual payments related to this agreement, representing the full 15-year term. Of this amount,$253.9 million relates to the initialten-year non-cancelable term. In addition, the agreement requires $50.6 million of minimum capital investment over the renewal term, which is included in the table above within capital expenditure commitments.

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.

Other Contingencies

In various areas in which the Company operates, out-of-home advertising is the object of restrictive and, in some cases, prohibitive zoning and other regulatory provisions, either enacted or proposed. The impact to the Company of loss of displays due to governmental action has been somewhat mitigated by Federal and state laws mandating compensation for such loss and constitutional restraints.

NOTE 9 –INCOME TAXES

Components of Income Tax Benefit (Expense) Attributable to Continuing Operations

The Company’s income tax benefit (expense) attributable to continuing operations for 2025, 2024 and 2023 consisted of the following components:

The Company recognized income tax expense attributable to continuing operations of $4.9 million in 2025 and income tax benefits attributable to continuing operations of $9.4 million and $23.7 million in 2024 and 2023, respectively. In each of these years, the tax results were significantly impacted by changes in the valuation allowance recorded against deferred tax assets, primarily related to interest expense carryforwards, due to uncertainty regarding the Company’s ability to realize those assets in future periods. In 2025, increases in the valuation allowance contributed to deferred tax expense, which, together with current income tax expense, resulted in an overall income tax expense. In 2024 and 2023, deferred federal income tax benefits were partially offset by valuation allowance adjustments, resulting in net income tax benefits in those periods.

Effective Tax Rate

Loss from Continuing Operations Before Income Taxes

Loss from continuing operations before income taxes was as follows:

Tax Rate Reconciliation

The reconciliation of income tax benefit computed at the U.S. federal statutory rate to income tax benefit (expense) attributable to continuing operations is as follows:

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

(2)For each of the years ended December 31, 2025, 2024 and 2023, California, New York City, New York State and Florida comprised greater than 50% of the tax effect in this category.

(3)Includes the impact of nondeductible executive compensation.

The effective tax rates for continuing operations of (5.0)%,7.0% and 12.9% in 2025, 2024 and 2023, respectively, were primarily driven by changes in the valuation allowance recorded against deferred tax assets related to interest expense carryforwards, as well as the impact of state and local income taxes and share-based compensation.

Deferred Taxes

Significant components of deferred tax liabilities and assets as of December 31, 2025 and 2024 are as follows:

(1)Includes intangible assets that are categorized as indefinite-lived for financial reporting purposes, such as permanent easements and tax-deductible goodwill, which will not reverse over time unless the Company recognizes future impairment charges or disposes of these assets.

(2)Section 163(j) of the Internal Revenue Code generally limits the deductibility of business interest expense and provides that disallowed interest expense may be carried forward indefinitely. In applying the rules under Section 163(j), the Company made the election to be considered an operator of a “real property trade or business” and therefore records a carryforward deferred tax asset for federal and state purposes related to interest expense limitations on its non-real property assets.

(3)At December 31, 2025, the Company had deferred tax assets related to net operating loss carryforwards (tax-effected) of $73.9 million for federal and state income tax purposes and $26.7 million for foreign jurisdictions. Federal and certain state net operating loss carryforwards may be carried forward indefinitely, while remaining state losses expire at various dates through 2045. Foreign loss carryforwards may generally be carried forward without expiration. The realization of these deferred tax assets is dependent upon the generation of sufficient taxable income in the applicable jurisdictions before expiration.

Valuation Allowance and Realization

In assessing the realizability of its deferred tax assets, the Company considers both negative and positive evidence. Negative evidence includes cumulative historical losses in certain jurisdictions, while positive evidence includes the expected reversal of deferred tax liabilities in the same jurisdictions and periods and of the appropriate tax character. Deferred tax liabilities associated with indefinite-lived intangible assets are not relied upon as a source of future taxable income in the Company’s valuation allowance assessment.

Based on this assessment, the Company has recorded valuation allowances on deferred tax assets that it does not expect to realize, primarily related to interest expense carryforwards. At December 31, 2025, valuation allowances totaled $183.1 million, including $156.5 million related to U.S. federal and state jurisdictions and $26.7 million for foreign jurisdictions.

Income Taxes Paid

Income taxes paid, net of refunds received, attributable to continuing operations for 2025, 2024 and 2023 were as follows:

(1)Amounts shown in parentheses represent net refunds received.

Total income taxes paid, net of refunds received, including amounts attributable to discontinued operations, are presented on the Company’s Consolidated Statements of Cash Flows. Income taxes paid, net of refunds received, attributable to discontinued operations are disclosed in Note 3.

Unrecognized Tax Benefits

The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Company is generally no longer subject to U.S. federal income tax examinations by tax authorities for years before 2021. The Company is also generally no longer subject to U.S. state, local or non-U.S. income tax examinations for years before 2021, except for an ongoing examination in Texas covering tax years 2008 through 2016.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:

The total amount of unrecognized tax benefits at December 31, 2025 and 2024 that, if recognized, would impact the Company’s effective income tax rate was $4.1 million.

The Company records interest and penalties related to unrecognized tax benefits in current income tax expense. The Company recognized $0.7 million, $0.6 million and $0.5 million in interest and penalties during 2025, 2024 and 2023, respectively. At December 31, 2025 and 2024, the total amount of interest and penalties accrued was $6.5 million and $5.9 million, respectively.

Unrecognized tax benefits, net of deposits on account with taxing authorities, are reflected on the Company’s Consolidated Balance Sheets as follows: $11.6 million and $11.0 million are included in “Other liabilities” at December 31, 2025 and 2024, respectively. In addition, $1.8 million of unrecognized tax benefits are netted against deferred tax assets related to net operating loss carryforwards at December 31, 2025 and 2024.

U.S. Tax Reform

On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was enacted, introducing 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 to the Company, were not material to the consolidated financial statements in the period enacted.

NOTE 10 –PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following classes of assets as of December 31, 2025 and 2024:

In 2024, the Company acquired digital billboard structures of $1.7 million.

Depreciation

Total depreciation expense related to property, plant and equipment for continuing operations for 2025, 2024 and 2023 was $96.2 million, $95.7 million, and $118.8 million, respectively.

The Company didnot recognize any impairments of property, plant and equipment related to continuing operations during 2025, 2024 or 2023.

NOTE 11 –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 December 31, 2025 and 2024:

During 2025, the Company acquired a permit valued at $0.3 million and permanent easements valued at $0.2 million as part of asset acquisitions. The acquired permit has an amortization period of 14 years.

During 2024, the Company acquired permits of $12.7 million and permanent easements of $2.4 million, including $7.1 million of intangible assets acquired through a non-cash exchange with another out-of-home advertising provider. The acquired permits have amortization periods ranging from 5 to 28 years.

Amortization

Total amortization expense related to finite-lived intangible assets for continuing operations for 2025, 2024 and 2023 was $78.8 million, $78.3 million, and $78.0 million, respectively.

The following table presents the Company’s estimate of future amortization expense; however, in the event that acquisitions, dispositions or impairments occur in the future, amortization expense may vary.

The Company did not recognize any impairments of definite-lived intangible assets during 2025, 2024 or 2023.

As described in Note 2, the Company performs its annual impairment test for permanent easements as of July 1 of each year, or more frequently as events or changes in circumstances warrant. No impairment was recognized during 2025, 2024 or 2023 as a result of these tests.

The following table presents the goodwill balance for the Company’s segments as of December 31, 2025. There were no changes to the balances during 2025 or 2024.

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

As described in Note 2, the Company performs its annual impairment test for goodwill as of July 1 each year, or more frequently as events or changes in circumstances warrant. The Company didnot recognize any impairments of goodwill during 2025, 2024 or 2023.

NOTE 12 –ASSET RETIREMENT OBLIGATIONS

The following table presents the activity related to the Company’s asset retirement obligations:

NOTE 13 –STOCKHOLDERS’ DEFICIT

Share-Based Compensation

Share-Based Compensation Plans

The Company grants equity incentive awards to executive officers and other eligible participants under the 2012 Third Amended and Restated Stock Incentive Plan (the “Stock Incentive Plan”). The Stock Incentive Plan provides for grants of stock options, stock appreciation rights, restricted stock, restricted stock units, and performance-based cash and stock awards to the Company’s or its subsidiaries’ directors, officers, employees, consultants or advisors. As of December 31, 2025, the Company had 24,603,057 shares available for issuance under the Stock Incentive Plan, assuming a 100% payout of the Company’s outstanding performance stock units. The shares available for issuance reflect shares granted to all employees, including those of the Company’s discontinued operations.

Share-Based Compensation Expense

Share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the vesting period. Share-based compensation expense for continuing operations, which is recognized within “Corporate expenses” on the Consolidated Statements of Income (Loss), was as follows:

(1)For 2023, this expense relates to both restricted stock units and restricted stock awards. For 2024 and 2025, the expense is solely related to restricted stock units, as all restricted stock awards had vested as of December 31, 2023.

The tax benefit related to the share-based compensation expense for continuing operations for 2025, 2024 and 2023 was $6.6 million, $6.0 million and $4.5 million, respectively. As of December 31, 2025, there was $20.9 million of unrecognized compensation cost related to unvested share-based compensation arrangements that will vest based on service conditions. This cost is expected to be recognized over a weighted average period of approximatelytwo years.

Restricted Stock Units

The Company grants restricted stock units (“RSUs”) under its equity incentive plan. RSUs generally represent the right to receive shares upon vesting or, in some instances, may be settled in cash equal to the fair market value of the number of vested shares at the election of the compensation committee of the Board of Directors, and generally vest ratably in annual increments over athree-year period. RSUs are forfeited, except in certain circumstances, in the event the grantee terminates his or her employment or relationship with the Company prior to vesting.

The following table summarizes the Company’s RSUs outstanding at December 31, 2025, and related activity during the year:

(1)Excludes RSUs granted to employees of discontinued operations.

(2)The weighted-average grant-date fair value of the Company’s RSUs granted during 2025, 2024 and 2023 was $1.09, $1.58 and $1.32 per share, respectively.

Performance Stock Units

The Company grants performance stock units (“PSUs”) under its equity incentive plan. PSUs represent the right to receive shares of the Company’s common stock, which vest and become earned based on the achievement of certain performance goals.

•For PSUs granted in 2023 and 2024, if the Company achieves total shareholder return (“TSR”) relative to the Company’s peer group (“Relative TSR”) over athree-year performance period at the 75 th percentile or higher, the PSUs will be earned at 150% of the target number of shares; if the Company achieves Relative TSR at the 50 th percentile, the PSUs will be earned at 100% of the target number of shares; if the Company achieves Relative TSR at the 25 th percentile, the PSUs will be earned at 50% of the target number of shares; and if the Company achieves Relative TSR below the 25 th percentile, no PSUs will be earned. To the extent Relative TSR is between achievement levels, the portion of the PSUs that is earned will be determined using straight-line interpolation. Notwithstanding the foregoing, to the extent the Company’s absolute total shareholder return over the performance period is less than 0%, the maximum payout shall not be greater than 100% of the target number of shares.

•In 2024, certain executive officers of the Company received one-time PSU awards, totaling 6.1 million in aggregate. The PSUs are eligible to vest and become earned shares in one-third increments based on achievement of specified stock price performance hurdles of $2.50, $3.25 and $4.25 during thefour-year period, subject to additional service-based vesting conditions set forth in the applicable award agreement. The maximum number of shares that may be earned with respect to these PSUs is 100% of the PSUs granted. The PSUs are subject to accelerated vesting and distribution upon certain qualifying terminations and in connection with a change in control, as set forth in the applicable award agreement.

•PSUs granted in 2025 will vest, to the extent earned, following athree-year performance period, subject to continued employment through the vesting date. For each grantee,65% of the award vests based on 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 the percentage of 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 the percentage of 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.

Expense for PSUs that vest based on Relative TSR, a market condition, is recognized over the service period regardless of outcome. 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 PSUs that include market-based conditions is determined using a Monte Carlo simulation.

The TSR performance metric and the CAGR Multiplier are considered market conditions under ASC 718. Accordingly, the effect of these market conditions is reflected in the grant-date fair value of the applicable PSUs using a Monte Carlo simulation model. The following assumptions were used to calculate the grant-date fair value of the Company’s PSUs:

The following table summarizes the Company’s PSUs outstanding, assuming a 100% payout, at December 31, 2025, and related activity during the year:

(1)Excludes PSUs granted to employees of discontinued operations.

(2)The weighted-average grant-date fair value of the Company’s PSUs granted during 2025, 2024 and 2023 was $1.27, $1.47 and $1.62 per share, respectively.

(3)Forfeitures include the PSUs granted in 2022 that were not earned based on Relative TSR performance over the applicable three-year performance period.

Stock Options

The Company historically granted options to purchase shares of its common stock under its equity incentive plan, with exercise prices set at no less than the fair value of the underlying stock at the grant date. All outstanding options are fully vested and exercisable, and are generally forfeited if the recipient terminates his or her employment or relationship with the Company or its affiliates. Forfeitures are recognized when they occur. The equity incentive plan contains anti-dilutive provisions that permit adjustments due to changes in capitalization.

The following table summarizes the Company’s stock options outstanding at December 31, 2025, and related activity during the year:

(1)Excludes stock options granted to employees of discontinued operations.

Computation of Net Income (Loss) per Share

The following table presents the computation of net income (loss) per share for 2025, 2024 and 2023:

(1) Outstanding equity awards equivalent to 34.6 million,26.6 million and 20.5 million shares for 2025, 2024 and 2023, respectively, were excluded from the computation of diluted earnings per share because their inclusion would have been anti-dilutive.

NOTE 14 –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 $3.2 million, $2.5 million, and $3.6 million during 2025, 2024, and 2023, respectively.

Accrued Expenses

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

Other Operating Income, Net

Other operating income, net, included net gains from the sale or disposal of operating assets of $5.7 million, $14.3 million and $7.9 million during 2025, 2024 and 2023, respectively. These gains were partially offset by transaction costs associated with structural initiatives and financial advisory services, totaling $2.1 million, $5.2 million and $2.4 million during 2025, 2024 and 2023, respectively, as well as other miscellaneous fees.

Other Income (Expense), Net

Other income (expense), net included equity in earnings of nonconsolidated affiliates of $2.3 million, $2.2 million and $1.7 million during 2025, 2024 and 2023, respectively. In 2024 and 2023, other income (expense), net also included $10.0 million and $4.4 million, respectively, of debt modification costs associated with senior secured notes issuances and related refinancing transactions. The remaining amounts in each period consisted of derivative mark-to-market adjustments, foreign currency gains and losses, and other miscellaneous items.

NOTE 15 –SUBSEQUENT EVENTS

The Company evaluated subsequent events occurring after December 31, 2025 through the date the consolidated financial statements were issued.

On February 9, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Madison Parent Inc. (“Parent”) and Madison Merger Sub Inc., a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which the Company is expected 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 merge with and into the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of Parent.

At the effective time of the Merger, each outstanding share of the Company’s common stock (other than shares held by the Company, Parent or any of their respective subsidiaries, or as to which appraisal rights have been properly exercised in accordance with Delaware law) will be canceled, extinguished and converted into the right to receive cash consideration of $2.43, without interest. Upon consummation of the Merger, the Company is expected to become a privately held company, and its common stock will no longer be listed on any public market.

The Merger is expected to close by the end of the third quarter of 2026, subject to the satisfaction of customary closing conditions, including receipt of required stockholder and regulatory approvals.