Clear Channel Outdoor Holdings, Inc.

The following discussion focuses on our liquidity and capital resources for the years ended December 31, 2025 and 2024. For a discussion of our liquidity and capital resources for the year ended December 31, 2023, refer to Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 24, 2025.

Liquidity Analysis

Short-Term Liquidity

Our primary cash requirements include working capital to support business operations, capital expenditures and debt service obligations. We typically fund these needs through cash on hand, cash generated from operations and, when necessary, borrowings under our credit facilities. In 2025, we also received net cash proceeds from the sales of our former Europe-North segment businesses and Latin American businesses, a portion of which was used to reduce outstanding debt. We believe these sources of liquidity will be sufficient to meet our cash requirements for at least the next 12 months.

Long-Term Liquidity

Our long-term cash requirements depend on a variety of factors, including the growth of our business, investments in digital conversions and new technologies, the timing and closing of the Merger, the costs related to the Merger, and the pursuit and outcome of strategic opportunities, including the completion of the sale of our business in Spain. We also have long-term cash requirements related to the repayment of outstanding debt, which, following our August 2025 refinancing transactions, matures between 2028 and 2033.

Generally, we may repay indebtedness as it matures, through refinancing transactions or, from time to time, opportunistic repurchases of outstanding debt securities through open market purchases, privately negotiated transactions or other means. We conducted such repurchases in 2025. Any future repurchase activity will depend on prevailing market conditions, our liquidity needs and contractual restrictions, as well as the status and outcome of the pending Merger. Debt repurchases could materially impact our liquidity, results of operations or leverage ratios, and, as a result, our ability to comply with the covenants in our debt agreements. The amounts involved in any such transactions may be material.

We believe that our sources of liquidity will be adequate to meet our long-term cash requirements. However, our ability to meet these requirements through cash from operations will depend on our future operating results and financial performance, which are subject to uncertainty and may be affected by factors beyond our control, including macroeconomic conditions, interest rates, the closing of the Merger, inflation, global trade policies and geopolitical developments. For additional information regarding these risks, refer to Item 1A and Item 7A of this Annual Report on Form 10-K. In addition, our significant interest payment obligations reduce our financial flexibility, increase our vulnerability to changes in operating performance and economic conditions, and reduce our liquidity over time.

We have regularly evaluated potential financing alternatives with our lenders and other parties and may seek supplemental liquidity through additional financing from banks or other lenders, offerings of public or private debt, equity or equity-linked securities, strategic partnerships or a combination thereof. From time to time, we have explored transactions to improve our liquidity and/or refinance our indebtedness and, if the Merger is not consummated, we may continue to explore such transactions. However, there is no assurance that such financing alternatives, liquidity-generating transactions or debt refinancing will be available in sufficient amounts, with reasonable interest rates, or on acceptable terms, or at all, due to market conditions, our financial condition or other factors beyond our control. In addition, the terms of our existing or future debt agreements may limit our ability to incur additional debt. If we are unable to generate sufficient cash from operations or secure supplemental liquidity as needed, our financial condition and ability to meet our obligations could be adversely affected.

Cash Requirements

Working Capital Needs

We utilize working capital primarily to fund ongoing operations and to meet contractual obligations, including commitments under site leases and other non-cancelable contracts.

Site lease payments represent our most significant operating cash requirement and consist of payments for land or space used by our advertising displays. These arrangements include both fixed minimum payments and revenue-sharing components under lease and non-lease contracts. We lease the majority of the land occupied by our billboard structures under long-term site leases, which typically have initial terms of up to 20 years. In addition, most of our airport and street furniture displays operate under long-term contracts, many of which require payments based on the greater of a percentage of advertising revenue or a minimum guaranteed amount. Many of these arrangements include renewal or termination options and contractual rent escalation provisions.

In 2025 and 2024, site lease expense for continuing operations was $624.2 million and $561.5 million, respectively, and is included in direct operating expenses in our Consolidated Statements of Income (Loss). Site lease expense includes the effects of straight-line rent and other non-cash adjustments and may differ from cash payments made during the period. In prior periods, rent abatements reduced our cash payments under certain site lease arrangements; however, these abatements were non-recurring and are not expected to have a material impact on our liquidity in future periods.

In 2025, we entered into a ten-year renewal contract, with a five-year renewal option, for advertising space controlled by the Metropolitan Washington Airports Authority. The contract includes total cash obligations of $253.9 million over the initial ten-year termand up to $412.0 million in total assuming exercise of the renewal option, which is exercisable by the counterparty. In addition, the agreement requires $50.6 million of minimum capital investment over the renewal term. As of December 31, 2025, approximately $19.1 million of the contractual obligations and required capital investment is payable within the next 12 months.

We expect to fund our site lease and other working capital obligations primarily through cash generated from operations. For additional information regarding our future minimum lease payments and contractual obligations under non-lease contracts, refer to Notes 7 and 8 to our Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.

Capital Expenditures and Acquisitions

Capital Expenditures

Our capital expenditures primarily relate to the construction, enhancement and maintenance of our out-of-home advertising displays, including continued investment in digital displays as part of our long-term strategy to digitize our network.

For the year ended December 31, 2025, capital expenditures primarily related to continuing operations, with the majority of spending attributable to our America and Airports segments. Capital expenditures in the America segment decreased compared to the prior year, reflecting a shift in the mix of digital deployments toward locations requiring lower levels of investment. Capital expenditures related to discontinued operations declined in 2025 following the sales of our former Europe-North segment businesses and Latin American businesses.

The following table summarizes our capital expenditures for the periods presented:

We expect to fund our capital expenditures primarily through cash generated from operations. As of December 31, 2025, we had capital expenditure commitments primarily related to transit, street furniture and airports contracts that include minimum purchase requirements for property, plant and equipment. For additional information regarding future capital expenditure commitments, refer to Note 8 to our Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.

Acquisitions

In 2025, we acquired out-of-home advertising assets in our America segment for total cash consideration of $0.6 million, consisting of permits and easements.

In 2024, we acquired out-of-home advertising assets in our America segment for cash consideration of$9.0 million, as well as $7.6 million in assets through a non-cash exchange. In addition, during 2024, we acquired out-of-home advertising assets in our former Europe-North segment for cash consideration of $8.4 million and paid $9.3 million in cash consideration, net of cash acquired, to acquire a business that develops and operates urban infrastructure in Norway. Both the Europe-North advertising assets and the Norwegian business were subsequently sold as part of the sale of our Europe-North segment.

Debt Service Obligations

A significant portion of our cash requirements relates to debt service obligations. In 2025 and 2024, we paid cash interest of $394.4 million and $434.5 million, respectively. The decreasein 2025 reflects a reduction of approximately$605 million in outstanding indebtedness from the repayment of the $375.0 million CCIBV Term Loan Facility and the repurchase of $229.7 million aggregate principal amount of senior unsecured notes, as well asthe impact of recent refinancing activity, including changes in interest rates and interest payment timing.

Based on our outstanding indebtedness as of December 31, 2025, and assuming no additional debt prepayments, repurchases, refinancings or issuances, we expect to pay approximately $401 million of cash interest in 2026, including the first interest payments on the 7.125% and 7.500% Senior Secured Notes, and approximately $390 million of cash interest in 2027. These estimates reflect our capital structure as of December 31, 2025 and do not give effect to any potential financing transactions that may occur in connection with or following the consummation of the pending Merger.

Our next scheduled debt maturities do not occur until 2028, when the $899.3 million aggregate principal amount of 7.750% Senior Notes and $425.0 million under our Term Loan Facility become due. For additional details on our outstanding long-term debt and a schedule of future maturities, refer to Note 6 to our Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.

Sources of Capital and Liquidity

Cash On Hand

As of December 31, 2025, we had $211.1 million of cash and cash equivalents, including $21.1 million held by discontinued operations in Spain and $5.0 million held by our continuing operations subsidiaries outside the U.S., primarily in the Caribbean. At present, any remaining excess cash held by our foreign subsidiaries could be repatriated with minimal U.S. tax consequences, and dividend distributions from international subsidiaries are not expected to trigger a U.S. federal income tax liability.

Cash Flow from Operations

Net cash provided by operating activities primarily reflects cash collected from customers for our out-of-home advertising services, offset by cash payments for site leases, operating costs, employee compensation, interest on debt, taxes and other corporate expenditures. In 2025 and 2024, net cash provided by operating activities was $114.9 millionand $79.7 million, respectively.

In 2025, net cash provided byoperating activities increasedby$35.1 million compared to 2024. The increase was driven primarily by lower cash interest payments of $40.1 million, as discussed above, and the absence of a $13.1 million payment to the SEC made during 2024 related to the resolution of the investigation of our former indirect, non-wholly-owned subsidiary, Clear Media Limited. Operating cash flow in 2025 also benefited from the receipt of $10.1 million in insurance proceeds related to the ongoing recovery of certain amounts previously incurred in connection with a resolved legal matter. These favorable impacts were partially offset by lower operating cash contributions from international businesses sold during the year.

Dispositions

In 2025, we received net cash proceeds of $607.8 million from business and asset dispositions. These proceeds, net of direct transaction costs paid and cash transferred with the businesses, included $572.0 million from the sale of the businesses constituting our Europe-North segment, $11.9 million from the sale of our businesses in Mexico, Peru and Chile, and$8.2 million from the sale of our business in Brazil, with the remaining proceeds from asset dispositions. A portion of the proceeds from these sales was used to prepay the CCIBV Term Loan Facility and related accrued interest, with the remainder used to improve liquidity and increase financial flexibility as permitted under our debt agreements. In 2024, we received net cash proceeds of $13.7 million from asset dispositions.

In September 2025, we entered into a definitive agreement to sell our business in Spain for a purchase price of €115 million, or approximately $135.1 million based on the prevailing exchange rate as of December 31,2025, subject to customary adjustments. To mitigate foreign currency risk, we entered into a purchased foreign exchange option that provides for minimum U.S. dollar proceeds of at least $130.0 million, before customary adjustments, with the final amount potentially higher depending on exchange rates at closing. The transaction is expected to close in the first half of 2026, upon satisfaction of regulatory approval. We intend to use the anticipated net proceeds from the sale, after payment of transaction-related fees and expenses, to further reduce our outstanding debt, subject to the status and outcome of the pending Merger.

Credit Facilities

We have access to a Revolving Credit Facility and a Receivables-Based Credit Facility, each of which includes sub-facilities for letters of credit and short-term borrowings. No borrowings were outstanding under either facility in 2025 or 2024.

In June 2025, we amended the Senior Secured Credit Agreement (which governs the Revolving Credit Facility) and the Receivables-Based Credit Agreement to, among other things, extend the maturity dates of the related commitments to June 12, 2030 and revise the borrowing limits of the respective facilities, as detailed in footnote (1) to the table below.

The table below presents our borrowing limits, letters of credit outstanding and excess availability under these credit facilities as of December 31, 2025:

(1)In connection with the June 2025 amendments, the Revolving Credit Facility commitment was reduced from $115.8 million to $100.0 million, and the maximum commitment under the Receivables-Based Credit Facility was increased from $175.0 million to $200.0 million (capped by a borrowing base that fluctuates based on our accounts receivable balance, as calculated under the Receivables-Based Credit Agreement).

(2)As of December 31, 2025, the letter of credit outstanding under the Revolving Credit Facility related to our business in Spain.

For additional details on these credit facilities, refer to Note 6 to our Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.

Debt Activity

In recent years, we have completed a number of refinancing and other debt transactions to manage our maturity profile and liquidity, including several significant transactions in 2025 that reduced outstanding indebtedness.

2025 Debt Activity

On March 31, 2025, we used a portion of the net proceeds from the sale of our Europe-North segment businesses to fully prepay the $375.0 million CCIBV Term Loan Facility, including $11.9 million of accrued interest. Upon repayment, the credit agreement was terminated and all related guarantees and collateral were released.

During the second quarter of 2025, we repurchased $95.7 million aggregate principal amount of our 7.750% Senior Notes and $134.1 million aggregate principal amount of our 7.500% Senior Notes in open market transactions at a discount. The total cash payment for these repurchases was $203.4 million, including accrued interest of $4.0 million and related fees. The repurchased notes are currently held by the Company and have not been canceled.

On August 4, 2025, we issued $1,150.0 million aggregate principal amount of 7.125% Senior Secured Notes and $900.0 million aggregate principal amount of 7.500% Senior Secured Notes. The proceeds, together with cash on hand, were used to fund the full redemption of $1,250.0 million aggregate principal amount of 5.125% Senior Secured Notes and $750.0 million aggregate principal amount of 9.000% Senior Secured Notes. As a result of these transactions, the indentures governing the 5.125% and 9.000% Senior Secured Notes were satisfied and discharged. In connection with these transactions, we paid $62.0 million of accrued interest, a $36.1 million redemption premium and $26.3 million of other transaction fees and expenses.

2024 Debt Activity

In March 2024, we issued $865.0 million aggregate principal amount of 7.875% Senior Secured Notes and used a portion of the proceeds to prepay $835.0 million of borrowings outstanding under the Term Loan Facility. At the same time, we refinanced the remaining $425.0 million balance of the Term Loan Facility and extended its maturity. The refinanced term loans were issued at a 1% discount, and proceeds, together with cash on hand, were used to repay the original term loans, $14.9 million of accrued interest and $15.4 million of related transaction fees.

Also in March 2024, CCIBV entered into a $375.0 million Term Loan Facility, which was issued at a 1% discount. The proceeds, together with cash on hand, were used to redeem the outstanding $375.0 million CCIBV Senior Secured Notes and to pay $11.8 million of accrued interest. Related transaction fees totaled $5.8 million, of which $5.3 million was paid in 2024 and $0.4 million was paid in 2025.

For additional information regarding these transactions and our outstanding debt, refer to Note 6 to our Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.

Debt Covenants

Our debt agreements contain certain covenants, as described in Note 6 to our Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K. As of December 31, 2025, we were in compliance with all applicable covenants.

The Senior Secured Credit Agreement includes a springing financial covenant that applies only if the Revolving Credit Facility has an outstanding balance or undrawn letters of credit exceeding $10 million. If triggered, the covenant requires that we maintain a first lien net leverage ratio of less than 7.10 to 1.00. As of December 31, 2025, these conditions were not met, and the covenant was not in effect. Refer to the “Credit Facilities” section above for additional information regarding facility borrowings and excess availability as of December 31, 2025.