SCHEDULE 13D/A: General Statement of Acquisition of Beneficial Ownership
Published on February 11, 2026
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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Clear Channel Outdoor Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
18453Hl06 (CUSIP Number) |
Zephram Yowell Pacific Investment Management Co LLC, 650 Newport Center Drive Newport Beach, CA, 92660 (949) 720-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/09/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 18453Hl06 |
| 1 |
Name of reporting person
Pacific Investment Management Company LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
104,722,539.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
21.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
With respect to Row (13), the number of shares outstanding for purposes of this percentage calculation assumes 497,305,185 shares of Common Stock outstanding as of November 3, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed with the SEC on November 6, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Clear Channel Outdoor Holdings, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
4830 North Loop 1604W, Suite 111, San Antonio,
TEXAS
, 78249. | |
Item 1 Comment:
This Amendment No. 5 ("Amendment No. 5") amends and supplements the Schedule 13D filed on May 13, 2019 (the "Original Schedule 13D") as amended by Amendment No. 1 thereto on July 10, 2019 ("Amendment No. 1"), Amendment No. 2 thereto on July 31, 2019 ("Amendment No. 2"), Amendment No. 3 thereto on August 2, 2019 ("Amendment No. 3"), and Amendment No. 4 thereto on July 14, 2023 ("Amendment No. 4" and, together with the Original Schedule 13D, Amendment Nos. 1, 2, 3 and 4, the "Schedule 13D"), relating to the shares of common stock, par value $0.01 per share (the "Common Stock"), of Clear Channel Outdoor Holdings, Inc., a Delaware corporation (the "Issuer"). Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 5 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby amended to add the following:
On February 9, 2026, the Issuer, Madison Parent Inc. ("Parent") and Madison Merger Sub Inc. ("Merger Sub") entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which at closing, Merger Sub will be merged with and into the Issuer, the separate corporate existence of Merger Sub will thereupon cease and the Issuer shall continue as the surviving corporation of the Merger and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the terms of the Merger Agreement, each issued and outstanding share of Common Stock of the Issuer will be converted into the right to receive cash in an amount equal to $2.43, without interest thereon.
Support Agreement
In connection with the Merger Agreement, on February 9, 2026, affiliates of the Reporting Person and Parent entered into a Support Agreement (the "Support Agreement"), pursuant to which Reporting Person and its affiliates have agreed, among other things, subject to the terms and conditions of the Support Agreement, to vote all of their shares of the Issuer in favor of the adoption of the Merger Agreement. The Support Agreement also contains customary lock-up provisions during the support period.
The foregoing description of the Support Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Support Agreement, which is filed as Exhibit 99.1 hereto and is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained in Item 5(a) of the Schedule 13D is hereby amended to add the following:
Items 7-13 (inclusive of the footnote thereto) of the cover page of this Amendment No. 5 are incorporated herein by reference. | |
| (b) | The information contained in Item 5(b) of the Schedule 13D is hereby amended to add the following:
Items 7-13 (inclusive of the footnote thereto) of the cover page of this Amendment No. 5 are incorporated herein by reference. | |
| (c) | The information contained in Item 5(c) of the Schedule 13D is hereby amended to add the following:
There have been no transactions with respect to the Common Stock during the sixty days prior to the date of this Amendment No. 5 by the Reporting Person or, to its knowledge, by any executive officer or director of the Reporting Person. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended to add the following:
On February 9, 2026, affiliates of the Reporting Person entered into the Support Agreement defined and described in Item 4 above and attached as Exhibit 99.1 hereto. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended to add the following exhibit:
Exhibit 99.1 - Support Agreement, dated February 9, 2026, by and among Madison Parent Inc. and the stockholders listed on Schedule A thereto. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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