Clear Channel Outdoor Holdings, Inc.

Description of Our Business, Segments and Discontinued Operations

We generate revenue by selling advertising on out-of-home displays we own or operate, including roadside billboards, street furniture and airport displays, in both digital and printed formats.

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.

Completed Spain Business Disposition

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.

Pending Take-Private Merger

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.

There can be no assurance that all required closing conditions will be satisfied or that the Merger will be completed on the expected timeline or at all. Until the Merger is consummated or the Merger Agreement is terminated, we are subject to certain restrictions on the conduct of our business, which may limit our ability to pursue certain strategic initiatives, capital allocation decisions or other actions that we might otherwise undertake.

The Merger also introduces broader uncertainty regarding our future operations, strategic direction and capital structure. While we continue to operate the business in the ordinary course, the outcome and timing of the Merger may affect our financial condition, liquidity planning and strategic priorities. For a more complete discussion of the risks and uncertainties associated with the Merger, refer to Item 1A of the 2025 Form 10-K.

Macroeconomic Trends, Uncertainties and Seasonality

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.

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.

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.

Due to the seasonality of our business, interim results are not necessarily indicative of full-year performance. Historically, revenue and Segment Adjusted EBITDA are lowest in the first quarter and strongest in the fourth quarter, consistent with seasonal advertising trends.