Clear Channel Outdoor Holdings, Inc.

Previous wording

We operate two reportable segments: America, which includes our U.S. roadside billboard and street furniture advertising operations, and Airports, which includes our U.S. and Caribbean airport advertising operations. Our remaining operations in Singapore are reported as “Other.”

Current wording

We operate two reportable segments: America, which includes our U.S. roadside billboard and street furniture advertising operations, and Airports, which includes our U.S. and Caribbean airport advertising operations. Our remaining operations in Singapore are reported as “Other.” Our other historical international operations have been exited and are reported as discontinued operations for all periods presented.

Previous wording

In 2025, we entered into a definitive agreement to sell our business in Spain for an aggregate purchase price of €115 million, subject to certain customary adjustments. The transaction is expected to close in the second quarter of 2026, upon satisfaction of required regulatory approvals. 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 outcome of the Merger described below.

Current wording

On August 4, 2026, we completed the sale of our business in Spain for a purchase price of approximately $132.3 million. Final net proceeds remain subject to certain customary post-closing adjustments and the payment of transaction-related fees and expenses. We intend to use the net proceeds to further reduce our outstanding debt, subject to the outcome of the Merger described below.

Previous wording

On February 9, 2026, we entered into the Merger Agreement with Parent and Merger Sub, pursuant to which the Company is to be acquired by an investor consortium comprised of affiliates and/or certain investment funds advised by Mubadala Capital, in partnership with TWG Global. Under the terms of the Merger Agreement, the consortium will acquire all outstanding shares of our common stock (subject to certain exceptions), with our common stockholders receiving $2.43 per share in cash. 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. If the Merger is consummated, our common stock will no longer be listed for trading on any public market. Refer to Note 1 to our Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information regarding the Merger.

Current wording

On February 9, 2026, we entered into the Merger Agreement with Parent and Merger Sub, pursuant to which the Company is to be acquired by an investor consortium comprised of affiliates and/or certain investment funds advised by Mubadala Capital. Under the terms of the Merger Agreement, the consortium will acquire all outstanding shares of our common stock (subject to certain exceptions), with our common stockholders receiving $2.43 per share in cash. The Merger is expected to close by the end of the third quarter of 2026, subject to the satisfaction of remaining customary closing conditions, including receipt of required regulatory approvals. If the Merger is consummated, our common stock will no longer be listed for trading on any public market. Refer to Note 1 to our Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information regarding the Merger.

Previous wording

Macroeconomic conditions influence our operating results and financial condition. Inflation remains above the U.S. Federal Reserve’s long-term target and has exhibited increased volatility in recent periods, including as a result of fluctuations in energy prices and broader geopolitical developments. While interest rates declined in 2025, they remain above recent historical averages and continue to be subject to market volatility, resulting in elevated borrowing costs that impact our cost of debt and overall financing environment.

Current wording

Macroeconomic conditions influence our operating results and financial condition. Inflation remains above the U.S. Federal Reserve’s long-term target and has remained volatile in recent periods, including as a result of fluctuations in energy prices and broader geopolitical developments. While the Federal Reserve reduced target interest rates in late 2025, it maintained those rates during the first half of 2026. Market interest rates remain above recent historical averages and continue to be subject to market volatility, resulting in elevated borrowing costs that impact our cost of debt and overall financing environment.

Previous wording

We continue to monitor developments related to global trade and tariff policies. Recent policy actions and related legal and regulatory developments, as well as ongoing geopolitical tensions, including in the Middle East, have contributed to an evolving trade and supply chain environment. While we have not experienced a material impact to date, these dynamics have resulted in isolated cost pressures for certain materials and components used in our operations, and future changes could affect our operating costs, supply chain arrangements and pricing.

Current wording

We continue to monitor developments related to global trade and tariff policies. Changes in trade policy, including tariffs and related legal and regulatory developments, together with ongoing geopolitical tensions, including in the Middle East, have contributed to an evolving trade and supply chain environment. While we have not experienced a material impact to date, these dynamics have resulted in isolated cost pressures for certain materials and components used in our operations, and future changes could affect our operating costs, supply chain arrangements and pricing.

Previous wording

Advertising demand is sensitive to broader economic conditions, as spending on out-of-home advertising generally correlates with overall economic activity, including changes in gross domestic product. While macroeconomic conditions in early 2026 have become more uncertain, demand across our portfolio has remained relatively resilient. However, continued economic uncertainty or a slowdown in economic activity could adversely impact advertiser spending in future periods.

Current wording

Advertising demand is sensitive to broader economic conditions, as spending on out-of-home advertising has historically correlated with overall economic activity, including changes in gross domestic product. Despite increased macroeconomic uncertainty during the first half of 2026, demand across our portfolio has remained relatively resilient. However, continued economic uncertainty or slower economic growth could adversely impact advertiser spending in future periods.