Clear Channel Outdoor Holdings, Inc.

This Quarterly Report on Form 10-Q contains forward-looking statements that reflect our expectations or beliefs regarding future events, including, but not limited to: statements regarding the Merger, stockholder approval for the Merger, any expected timetable for completing the Merger (including whether the Merger is consummated in a timely manner or at all), and the expected benefits of the Merger; our business plans and strategies and the expected benefits of business initiatives; the effects of geopolitical developments and tariffs on the macroeconomic environment; expectations regarding the pending sale of our business in Spain, including the anticipated proceeds and use of those proceeds; expectations about certain markets and potential improvements; industry and market trends; expectations surrounding our cash flow and liquidity; and our ability to retain new and existing customers and maintain bookings.

These forward-looking statements, including expectations and projections about future matters, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

We caution that such statements involve numerous risks and uncertainties and are subject to factors that could impact our future performance. These statements are based on management’s views and assumptions as of the date they are made and are not guarantees of future performance. Actual future events and results may differ materially from the expectations reflected in our forward-looking statements. We do not undertake any obligation to update forward-looking statements, except as required by law.

A variety of factors could materially affect future outcomes, including, but not limited to:

•Uncertainties associated with the proposed Merger, including the failure to receive the requisite stockholder approval (including through the special meeting of stockholders) or consummate the Merger in a timely manner or at all;

•The occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, including circumstances requiring us to pay a termination fee pursuant to the Merger Agreement;

•Failure to satisfy the conditions precedent to consummate the Merger, including the adoption of the Merger Agreement by the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of our common stock and obtaining required regulatory approvals;

•The risk that restrictions on the operation of our business during the pendency of the Merger may impact our ability to pursue certain business opportunities or strategic transactions or undertake certain actions we might otherwise have taken;

•Litigation relating to, or other unexpected costs resulting from, the Merger;

•Continued economic uncertainty, an economic slowdown or recession, or other macroeconomic factors, including as a result of geopolitical developments, increased tariffs and retaliatory trade regulations and policies;

•Our ability to service our debt obligations and to fund our operations and capital expenditures;

•The impact of our substantial indebtedness;

•The difficulty, cost and time required to implement our strategy, and the fact that we may not realize the anticipated benefits therefrom fully or at all;

•Our ability to obtain and renew key contracts with municipalities, transit authorities and private landlords and on favorable terms;

•Competition;

•Regulations, consumer concerns and other challenges regarding privacy, digital services, data protection, cybersecurity and the use of artificial intelligence;

•A breach of our information security measures;

•Legislative or regulatory requirements;

•Restrictions on out-of-home advertising of certain products;

•Environmental, health, safety and land use laws and regulations, as well as various actual and proposed changes to sustainability laws and regulations;

•The impact of strategic transactions that we have pursued in the past and may, if we do not consummate the Merger, pursue in the future;

•Uncertainties regarding the consummation of the sale of our business in Spain;

•Third-party claims or actions against us or our suppliers;

•Volatility of our stock price;

•The impacts on our stock price as a result of future sales of common stock if we remain a public company, or the perception thereof, and dilution resulting from additional capital raised through the sale of our common stock or other equity-linked instruments;

•Our ability to continue to comply with the applicable listing standards of the New York Stock Exchange if the Merger is not consummated and we remain a public company;

•The restrictions contained in the agreements governing our indebtedness limiting our flexibility in operating our business;

•The effect of credit ratings downgrades;

•Our dependence on our senior management team and other key individuals and any failure to retain them in light of the Merger;

•Continued scrutiny and changing expectations from government regulators, municipalities, investors, lenders, customers, activists and other stakeholders; and

•Other factors set forth in our SEC filings.

This list is not exhaustive. Accordingly, all forward-looking statements should be evaluated with an understanding of their inherent uncertainty.