UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM                          TO                           

Commission File Number 001-32663

CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☐  No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes ☐  No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ☐       Accelerated filer  ☒       Non-accelerated filer ☐        Smaller reporting company  ☐        Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐ No ☒

As of June 30, 2025, the aggregate market value of the common stock beneficially held by non-affiliates of the registrant was approximately $417.1 million based on the closing sales price of the common stock as reported on the New York Stock Exchange.

On February 23, 2026, there were 498,488,033 outstanding shares of common stock (excluding 16,063,884 shares held in treasury).

EXPLANATORY NOTE

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers

Information regarding our executive officers is set forth under “Executive Officers” under Item 1 of the Original Form 10-K.

Directors

The following sets forth information concerning the directors serving on the Board of Directors (the “Board”) of Clear Channel Outdoor as of March 1, 2026.

Audit Committee

We have a separately-designated standing Audit Committee of the Board. The Audit Committee consists of Andrew Hobson (as Chair), John Dionne, Tim Jones, Ted White and Jinhy Yoon, each of whom is independent as defined under the rules of the NYSE and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Mr. Hobson has been designated as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. 

Our Board has adopted a written charter for the Audit Committee that satisfies the applicable rules of the SEC and the listing standards of the New York Stock Exchange (the “NYSE”). The full text of the Audit Committee’s charter can be found on our website at investor.clearchannel.com.

Compensation Committee

The Compensation Committee consists of Thomas King (as Chair), Lisa Hammitt, Tim Jones and Joe Marchese, each of whom is independent under the rules of the NYSE and further qualifies as a non-employee director for purposes of Rule 16b-3 under the Exchange Act. The members of the Compensation Committee are not current or former employees of the Company, are not eligible to participate in any of the Company’s executive compensation programs, do not receive compensation that would impair their ability to make independent judgments about executive compensation and are not “affiliates” of the Company, as defined under Rule 10C-1 under the Exchange Act.

Our Board has adopted a written charter for the Compensation Committee that satisfies the applicable rules of the SEC and the listing standards of the NYSE. The full text of the Compensation Committee’s charter can be found on our website at investor.clearchannel.com.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee consists of John Dionne (as Chair), Lisa Hammitt, Joe Marchese and Jinhy Yoon, each of whom is independent under the rules of the NYSE.

Our Board has adopted a written charter for the Nominating and Corporate Governance Committee that satisfies the applicable rules of the SEC and the listing standards of the NYSE. The full text of the Nomination and Corporate Governance Committee’s charter can be found on our website at investor.clearchannel.com.

Governance Guidelines

We operate under Governance Guidelines that set forth our corporate governance principles and practices on a variety of topics, including director qualifications, the responsibilities of the Board, independence requirements and the composition and functioning of the Board. Our Governance Guidelines are designed to maximize long-term stockholder value, align the interests of the Board and management with those of our stockholders and promote high ethical conduct among our directors. The Governance Guidelines include, but are not limited to, the following key practices to assist the Board in carrying out its responsibilities in connection with the business and affairs of Clear Channel Outdoor:

The full text of the Governance Guidelines can be found on our website at investor.clearchannel.com.

Code of Business Conduct and Ethics

Our Code of Business Conduct and Ethics (the “Code”) applies to our officers, directors, employees (including our principal executive officer, principal financial officer and principal accounting officer), interns, contractors and agents throughout our corporate structure. Our Code constitutes a “code of ethics”, as defined by Item 406(b) of Regulation S-K, and is available on our website at investor.clearchannel.com. We intend to satisfy the disclosure requirements of Item 5.05 of Form 8-K regarding any amendment to, or waiver from, a provision of the Code that applies to our principal executive officer, principal financial officer or principal accounting officer and relates to any element of the definition of code of ethics set forth in Item 406(b) of Regulation S-K by posting such information on our website at investor.clearchannel.com.

Insider Trading Policy

Our Insider Trading Policy (the “Policy”) applies to our directors, executive officers, employees, consultants and contractors, as well as other persons set forth in the Policy. Our Policy governs all transactions (including, but not limited to, purchases, sales and bona fide gifts) in Company securities, including our common stock, options for our common stock and any other securities we may issue such as preferred stock, warrants and convertible debentures. The Policy prohibits trading in the securities of the Company, directly or indirectly, while aware of any material non-public information (“MNPI”), and “tipping” or passing material nonpublic information to others. We believe the Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and NYSE listing standards. A copy of the Policy is incorporated by reference to Exhibit 19 to the Company’s Annual Report on Form 10-K filed on February 24, 2025.

Executive Sessions of Independent Directors

The rules of the NYSE require that non-management or independent directors of a listed company meet periodically in executive sessions. In addition, the rules of the NYSE require listed companies to schedule an executive session including only independent directors at least once a year. The Company’s independent directors met separately in executive session at least one time during 2025. Mr. Moreland, the independent Chair of the Board, presides over all such executive sessions.

Stockholder and Interested Party Communication with the Board

Stockholders and other interested parties may contact an individual director, the Chair of the Board, the Board as a group or a specified Board committee or group, including the non-management directors as a group, by sending regular mail to the following address: Board of Directors, c/o Corporate Secretary, Clear Channel Outdoor Holdings, Inc., 4830 North Loop 1604W, Suite 111, San Antonio, Texas 78249.

ITEM 11. EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Our NEOs

For 2025, our NEOs were:

Our Executive Compensation Philosophy

To ensure our leaders are driven to deliver sustained business results and achieve our financial, operational and strategic objectives, our executive compensation program is designed to link business priorities with performance. We also believe it is important to strongly align our executives’ interests with those of our stockholders by emphasizing variable pay, with a specific focus on achieving Company results that drive stockholder returns.

Our executive compensation programs are based on a pay-for-performance philosophy and are designed to:

Summary of our 2025 Decisions

The Compensation Committee makes decisions regarding our NEOs’ total compensation (base salary, annual bonus objectives, opportunities and payments and annual equity grants) in connection with our annual performance review process. The information below summarizes these decisions for 2025. Based on market data provided by the Compensation Committee’s independent compensation consultant, in aggregate, for 2025, our NEOs’ total compensation (excluding Mr. Cochrane), on average, including base salary, target annual incentive, 2025 annual LTI grant value, and the annualized grant value of outstanding one-time LTI awards, was positioned approximately at the market median.

Supporting Our Pay-For-Performance Philosophy

CEO		Other NEOs (average)

Aligning Pay With Performance

We emphasize variable pay rather than fixed pay, with target opportunities based on market practices and payments based on performance. The structure of our executive compensation program ensures that as an executive’s scope of responsibility increases, a greater portion of his or her compensation comes from performance-based pay. For 2025, the at-risk components of our ongoing executive compensation program were designed as follows:

Compensation Factors and Governance

The Compensation Committee applies a number of governance features related to executive compensation, which are summarized below. We believe that these mechanisms help to assure the alignment of executive and stockholder interests.

Stockholder Input on Executive Compensation

We value the opinions of our stockholders, and we welcome input on our executive compensation program. In evaluating the design of our executive compensation and the compensation decisions for each of our NEOs, the Compensation Committee considers input from our stockholders.

We also consider the advisory “say-on-pay” vote in evaluating the design of our executive compensation and the compensation decisions for each of the NEOs. In May 2025, Clear Channel Outdoor held a stockholder advisory vote on the compensation of Clear Channel Outdoor’s NEOs or a “say-on-pay” vote. Approximately 99% of the votes cast approved the compensation of Clear Channel Outdoor’s NEOs.

Role of the Compensation Committee

The Compensation Committee of the Board administers the executive compensation program for all NEOs, as well as other executives within the Company. While Clear Channel Outdoor management provides input, it is the responsibility of the Compensation Committee to evaluate and approve our executive compensation philosophy, plans, policies and programs.

The following table outlines the process the Compensation Committee follows to ensure the total compensation for our NEOs is competitive, appropriately tied to performance and does not promote undue risk taking.

Role of the Independent Compensation Consultant

The Compensation Committee may, in its sole discretion, engage the services of independent advisors such as a compensation consultant or legal counsel to assist in the performance of its duties. Though the Compensation Committee has ultimate responsibility for compensation-related decisions, it retains Willis Towers Watson (“WTW”) as an independent consultant on executive compensation matters. WTW provides market analyses and recommendations that inform the Compensation Committee’s decisions, shares updates on market trends and the regulatory environment as it relates to executive compensation, reviews various executive compensation proposals presented by management to the Compensation Committee and works with the Compensation Committee to validate and strengthen the pay-for-performance relationship and alignment with stockholders.

WTW did not provide other significant services to the Company nor did it have other direct or indirect business relationship with the Company or any of its affiliates. Pursuant to the rules of the SEC, during 2025, the Compensation Committee reviewed and evaluated the SEC’s independence factors for compensation advisers and concluded that no conflict of interest exists that would prevent WTW from independently representing the Compensation Committee.

Role of the Executive Compensation Peer Group

Our peer group is regularly reviewed by the Compensation Committee with consideration given to our strategy and the advice of the independent compensation consultant. The Compensation Committee approved the following peer group for 2025:

Relationship of Compensation Policies and Programs to Risk Management

In consultation with the Compensation Committee, management conducted an assessment of whether our compensation policies and practices encourage excessive or inappropriate risk taking by employees, including employees other than our NEOs. The assessment analyzed the risk characteristics of our business and the design and structure of our incentive plans and policies.

Although a significant portion of our executive compensation program is performance-based, the Compensation Committee has focused on aligning our compensation policies with the long-term interests of Clear Channel Outdoor and avoiding rewards or incentive structures that could create unnecessary risks.

 Management reported its findings to the Compensation Committee, which agreed with management’s assessment that our plans and policies do not encourage excessive or inappropriate risk taking and determined such policies or practices are not reasonably likely to have a material adverse effect on our business.  

Elements of the Executive Compensation Program

CCOH’s executive compensation consists of fixed pay and variable pay, including cash and non-cash components. The chart below summarizes the various elements of CCOH’s executive compensation and their purpose:

Analysis of 2025 Compensation Decisions

All compensation decisions for 2025 for Clear Channel Outdoor’s NEOs were made by the Compensation Committee.

Base Salary

We establish base salaries for NEOs that reflect each executive’s experience, expertise and the complexity of their role, as well as current competitive compensation data. The Compensation Committee reviews base salaries of our NEOs annually and approves increases considering factors such as performance and market competitiveness.

2025 Base Salary Decisions

In 2025, Mr. Dilger and Ms. Feldman received a base salary increase, as described below. On October 28, 2025, the Compensation Committee approved a base salary increase for Mr. Sailer from $650,000 to $750,000, effective as of January 1, 2026. On December 15, 2025, the Company and Mr. Wells entered into a second amended and restated employment agreement, pursuant to which Mr. Wells received a base salary increase from $1,100,000 to $1,200,000, effective as of January 1, 2026.

Mr. Cochrane’s Transaction Bonus

In recognition of his efforts related to the sale of our Europe-North businesses, on February 27, 2024, the Compensation Committee approved a cash award for Mr. Cochrane of £337,500, which was payable on the Company’s first regularly scheduled payroll following the closing date of the sale of our Europe-North businesses, subject to the terms and conditions set forth in a bonus letter dated as of February 27, 2024 (and amended on January 6, 2025). Such cash award was paid to Mr. Cochrane in April 2025.

Annual Incentive Plan

The 2015 Executive Incentive Plan (the “Annual Incentive Plan”) provides our NEOs with the opportunity to earn rewards based on the achievement of annual corporate and individual performance goals set by the Compensation Committee. Each NEO, other than Mr. Cochrane, has a target award opportunity, with no minimum (that is, the actual payment could be 0%) and a maximum of 200% of their target opportunity.

Actual target awards are based on:

After the end of the year, the Compensation Committee determines the earned amounts by measuring the level of achievement of the Plan Adjusted EBITDA-based performance goals and the individual performance goals. No award is earned under the Plan Adjusted EBITDA performance goal if a minimum threshold of performance (80% of the applicable target Plan Adjusted EBITDA for each individual) is not achieved, and the maximum amount is earned only if the performance is at or above a maximum level (125% of the applicable target Plan Adjusted EBITDA for each individual). The Compensation Committee may, at its discretion, modify the awards earned for the Plan Adjusted EBITDA objective and/or individual performance goals, as applicable.

Annual Incentive Plan Financial Measure   The Compensation Committee selected Plan Adjusted EBITDA because it is one of the primary measures management uses for planning and forecasting of future periods and is similar to the Company’s externally reported measure of performance, Adjusted EBITDA.

We define Plan Adjusted EBITDA as revenue less direct operating expenses, selling, general and administrative expenses and corporate expenses, excluding share-based compensation and restructuring and other costs (which are defined as costs associated with cost-saving initiatives such as severance, consulting and termination costs and other special costs), and excluding bonus expenses. Plan Adjusted EBITDA also excludes the results of our former Europe North segment and our businesses in Mexico, Chile and Peru, which were sold in early 2025.

In the beginning of 2025, the Plan Adjusted EBITDA performance goal was established by the Compensation Committee.

The following table provides a summary of the adjustments that were made to the 2025 Plan Adjusted EBITDA goal:

Annual Incentive Plan Objectives and Results

For 2025, the Annual Incentive Plan performance objectives were established by the Compensation Committee at the beginning of such year for CCOH.

The financial objectives for Messrs. Wells, Sailer and Dilger and Ms. Feldman were based on Clear Channel Outdoor (CCOH) Plan Adjusted EBITDA.

Mr. Wells

2025 Individual Performance Objectives:

Key Achievements: Mr. Wells continued to deliver on balance sheet objectives, including through delivery of leveraged free cash flow objectives and a comprehensive refinancing transaction, achieved growth objectives relating to technology initiatives, client solutions, roadside sponsorships and other marketing initiatives, and ensured smooth transitions through effective succession planning in key employee roles.

Mr. Sailer

2025 Individual Performance Objectives:

Key Achievements: Mr. Sailer and his team accomplished several portfolio transactions, successfully managed capital expenditures, executed a comprehensive cost-reduction program and planned and executed successful investor relations calendars. Mr. Sailer worked closely with our tax leadership team to advance tax efficiency and optimization initiatives, as well as achieved significant balance sheet goals, including implementing and managing the Company’s open market purchases of debt.

Ms. Feldman

2025 Individual Performance Objectives:

Key Achievements: Ms. Feldman led the Clear Channel legal and compliance functions throughout 2025 and played a key role in developing our executive compensation function, including by implementing refinements to the equity program and compliance requirements. In addition, Ms. Feldman provided critical legal support on several corporate transactions, including, without limitation, the Company’s sales of our businesses in Europe-North and Latin America. In June 2025, Ms. Feldman also assumed responsibility of our Human Resources function.

Mr. Dilger

2025 Individual Performance Objectives:

Key Achievements: Mr. Dilger led the CCOH accounting and business services functions throughout 2025 and played a key role collaborating with other Company functional teams to support several strategic initiatives throughout the year. He continued to create enhancements to our external financial reporting and to optimize our business services, with a focus on working capital, cash flow, automation and cost reduction. In addition, he provided critical support for capital market and divestiture transactions and continued to lead employee engagement initiatives.

2025 Annual Incentive Award (paid in February 2026)

As a result of slightly above target business performance related to overall CCOH, along with the overachievement of their individual performance objectives and extraordinary efforts related to the sales of our Europe-North and Latin American businesses, the Committee deemed that it was appropriate to approve payouts between 107% and 119% of each NEO’s individual target opportunities (other than Mr. Cochrane, who did not receive an annual incentive payout in 2025).

The following table provides a summary of the earned annual incentive payouts for each NEO in 2025 (other than Mr. Cochrane, who did not receive an annual incentive in 2025), paid in February 2026.

2012 Third Amended and Restated Stock Incentive Plan

On May 16, 2024, the Company’s stockholders approved the adoption of the 2012 Third Amended and Restated Stock Incentive Plan (the “2024 Plan”), which amended and restated the 2012 Second Amended and Restated Stock Incentive Plan. The 2024 Plan is a broad-based incentive plan that provides for granting stock options, stock appreciation rights, restricted stock, RSUs, and performance-based cash and stock awards to any of the Company’s or its subsidiaries’ present or future directors, officers, employees, consultants, or advisers.

Equity Grants

Equity grants help to align executive interests with those of our stockholders. We have designed our annual equity program to support the objectives of our business, align with market practice, and provide incentive to deliver key financial metrics that are explicitly linked with stockholder value creation.

Each of our NEOs (other than Mr. Cochrane) received a 2025 Annual Grant on May 28, 2025. Our long-term incentive program consists of grants of a mix of RSUs and PSUs, with the ratio varying based on the recipient’s role and other criteria as described below. The average mix of the NEOs’ 2025 Annual Grants consisted of approximately 44% RSUs and 56% PSUs.

The following criteria are evaluated for each of our NEOs (other than Mr. Cochrane) when determining the value of their annual equity award:

The following graphs show the CEO’s 2025 Annual Equity Grant Mix and the Other NEOs’ 2025 Average Annual Equity Grant Mix.

CEO 2025 Annual Equity Grant Mix		Other NEOs’ 2025 Average Annual Equity Grant Mix

The Other NEOs’ 2025 Average Annual Equity Grant mix above was calculated based on (i) the mix for Mr. Sailer and Ms. Feldman of 45% RSUs and 55% PSUs, and (ii) the mix for Mr. Dilger of 75% RSUs and 25% PSUs.

2025 Equity Compensation Decisions

2025 Annual Grants

The following table displays the total grant date fair market value of the 2025 Annual Grants approved by the Compensation Committee for our NEOs (other than Mr. Cochrane) in 2025.

Using Relative TSR and Adjusted EBITDA as the PSU Performance Metrics

Relative TSR

Relative TSR compared to the S&P 600 Index was selected as a performance metric for our 2025 Annual Grant of PSU awards (weighing 65% of the total award) because it rewards long-term stockholder value creation, aligning the interests of our executives and stockholders. The TSR of Clear Channel Outdoor will be measured at the end of the performance period (defined at grant) relative to the S&P 600.

The TSR calculation for Clear Channel Outdoor and each of the companies in the S&P 600 will be based on the average stock price of each company over the 40 trading days following the beginning of the performance period, and the average stock price of each company over the 40 trading days prior to the end of the performance period (for the PSU awards granted prior to fiscal year 2024, this TSR calculation is based on a 20-day average stock price). Based on the payout scale of the plan, the percentile rank translates into a payout percentage. The target number of shares is then multiplied times the payout percent to determine the earned number of shares that will be distributed to the participant once the award is vested; provided, that if the TSR over the performance period for Clear Channel Outdoor is less than zero, the payout percentage is capped at 100%.

Cumulative ULFCF

Adjusted EBITDA less CapEx (Cumulative ULFCF) was selected as a performance metric for our 2025 Annual Grant of PSU awards (weighing 35% of the total award) because it represents actual long-term business performance. The Cumulative ULFCF is modified by the CAGR Multiplier.

For PSUs that vest based on Cumulative ULFCF, Cumulative ULFCF achievement of at least 85%, at least 97% but less than 103%, and 110% or more of the Cumulative ULFCF goal results in payouts of 50%, 100% and 150%, respectively, with straight-line interpolation between thresholds. No PSUs will be earned for performance below 85% of the Cumulative ULFCF goal. The resulting vesting level is then adjusted by the CAGR Multiplier as follows: 1.5x for absolute TSR CAGR of +15% or more, 1.0x for absolute TSR CAGR greater than -5% but less than +5%, and 0.5x for absolute TSR CAGR of -15% or less, with straight-line interpolation between points.

Annual PSUs Granted in 2025

Pursuant to the 2025 Annual Grants of PSU awards (the “2025 Annual PSUs”) granted to each of our NEOs (other than Mr. Cochrane) on May 28, 2025, each NEO is eligible to receive shares of Clear Channel Outdoor common stock ranging from 0% to 176.25% of target based on Clear Channel Outdoor’s achievement of Relative TSR and Cumulative ULFCF goals over the performance period from April 1, 2025 to March 31, 2028.

The 2025 Annual Grants of PSU awards are earned based on the performance goals as described below:

Relative TSR (65% of Total Award)

Note: Straight line interpolation is used to determine the performance vesting percentage between threshold and maximum.

Cumulative ULFCF (35% of Total Award)

Note: Straight line interpolation is used to determine the performance vesting percentage between threshold and maximum.

CAGR Multiplier (Applied to Cumulative ULFCF portion)

Note: Straight line interpolation is used to determine the performance vesting percentage between threshold and maximum.

One-Time Grants Awarded in 2024

In addition to his 2024 annual grant of RSUs and PSUs, Mr. Sailer also received a one-time grant in connection with his promotion to Executive Vice President and Chief Financial Officer of the Company in 2024. Such grant was comprised 40% in the form of RSUs and 60% in the form of PSUs. The terms of this one-time grant were consistent with those of the annual grants of RSUs and PSUs granted in 2024.

In addition to their respective 2024 annual grant of RSUs and PSUs, each of Messrs. Wells and Sailer, and Ms. Feldman received a one-time grant of PSUs in 2024 (the “One-time PSUs”), each of which vest in three equal installments upon achievement of specified stock price performance hurdles (i.e., $2.50, $3.25 and $4.25 per share) during a four-year performance period ending on May 31, 2028, subject to service-based vesting conditions. Pursuant to the terms of the applicable award agreement, any PSUs that do not vest as of the end of such performance period shall be automatically and immediately forfeited.

We believe Messrs. Wells and Sailer, and Ms. Feldman are essential to the future success of the organization, and the achievement of these stock price performance hurdles corresponded to material increases in shareholder value. The PSU performance hurdles represented an increase in market capitalization from the grant date market capitalization of more than $400 million, $800 million and $1.3 billion at each applicable stock price performance hurdle. The Compensation Committee sought to deliver value within market norms and therefore reviewed similar one-time equity awards disclosed for public companies of similar size over the last five years and determined the grant date fair value of the PSUs granted to Messrs. Wells and Sailer, and Ms. Feldman were within market norms. The Compensation Committee also considered the impact of all one-time awards made to Messrs. Wells and Sailer, and Ms. Feldman since 2022 and, in reviewing overall target pay positioning including the annualized value of one-time awards, determined that Messrs. Wells and Sailer, and Ms. Feldman were positioned near the median of the Company’s peer group.

Annual PSUs Granted in 2024 and 2023

We granted PSUs to our NEOs on May 15, 2024 (the “2024 PSUs”) and May 2, 2023 (the “2023 PSUs”). As of December 31, 2025, (a) the respective performance period for the 2024 PSUs and 2023 PSUs was in progress, and (b) the payout of the 2024 PSUs and 2023 PSUs would not be determinable until after the applicable performance period completed on March 31, 2027 with respect to the 2024 PSUs and March 31, 2026 with respect to the 2023 PSUs. Pursuant to the 2024 PSUs and 2023 PSUs, each NEO is eligible to receive shares of Clear Channel Outdoor common stock ranging from 0% to 150% of target based on Clear Channel Outdoor’s achievement of a Relative TSR goal over the three year performance period from April 1, 2024 to March 31, 2027 with respect to the 2024 PSUs and April 1, 2023 to March 31, 2026 with respect to the 2023 PSUs, based on the performance goals as described below.

Total Shareholder Return Relative to S&P 600 for 2024 PSUs and 2023 PSUs

Note: Straight line interpolation is used to determine the performance vesting percentage between threshold and maximum.

Annual PSUs Granted in 2022

We granted PSUs to our NEOs on May 4, 2022 (the “2022 PSUs”). The performance period for the 2022 PSUs was completed on March 31, 2025, with performance achieved at 0% of target, resulting in the forfeiture of all underlying shares from the 2022 PSU awards.

Treatment of Equity in Connection with Merger Agreement

RSUs. On February 9, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which we will be acquired by an investor consortium comprised of affiliates and/or certain investment funds advised by Mubadala Capital, in partnership with TWG Global. Pursuant to the terms of the Merger Agreement, each RSU that is outstanding as of immediately prior to the effective time of the Merger (the “Effective Time”) will automatically vest and be cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (i) $2.43 (the “Per Share Price”) and (ii) the total number of shares of Company stock subject to such RSU as of immediately prior to the Effective Time.

2023 PSUs, 2024 PSUs, and 2025 Annual PSUs. Pursuant to the terms of the Merger Agreement, each 2023 PSU, 2024 PSU, and 2025 Annual PSU for which the performance period has been completed at or prior to the Effective Time and that is outstanding and unvested as of immediately prior to the Effective Time will automatically vest and be cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (i) the Per Share Price and (ii) the total number of shares of Company common stock subject to such 2023 PSU, 2024 PSU, and 2025 Annual PSU as of immediately prior to the Effective Time (as determined assuming the payout factor applicable to such 2023 PSUs, 2024 PSUs, and 2025 Annual PSUs based on actual performance attained in accordance with the applicable award agreement governing such 2023 PSUs, 2024 PSUs, and 2025 Annual PSUs (as determined by the Compensation Committee)). Each 2023 PSU, 2024 PSU, and 2025 Annual PSU for which the performance period has not been completed at or prior to the Effective Time and that is outstanding and unvested as of immediately prior to the Effective Time will automatically be cancelled and converted into the right to receive, an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (A) the Per Share Price and (B) the total number of shares of Company common stock subject to such 2023 PSU, 2024 PSU, and 2025 Annual PSU as of immediately prior to the Effective Time (as determined in accordance with the following sentence) (such amount, the “Unvested PSU Consideration”). The Unvested PSU Consideration will vest and become payable in accordance with the service-based vesting schedule applicable to such 2023 PSU, 2024 PSU, and 2025 Annual PSU immediately prior to the Effective Time, subject to double-trigger accelerated vesting on any termination without cause or resignation for good reason (as such terms are defined in the Executive Change in Control Severance Plan (the “Change in Control Severance Plan”)) following the Effective Time and prior to the regular vesting date. For purposes of the immediately preceding clause (B), the number of shares of Company common stock subject to each 2023 PSU, 2024 PSU, and 2025 Annual PSU will be determined in the manner set forth in the Merger Agreement, including in respect of the applicable payout factor. For the avoidance of doubt, any Unvested PSU Consideration will not be subject to any performance-based vesting requirements and will be subject solely to the service-based vesting requirements applicable to the applicable 2023 PSU, 2024 PSU, and 2025 Annual PSU as of immediately prior to the Effective Time.

One-time PSUs. Pursuant to the terms of the Merger Agreement, at the Effective Time, each One-time PSU that is outstanding as of immediately prior to the Effective Time will automatically be cancelled and converted into (i) the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (A) the Per Share Price and (B) one-third of the total number of shares of Company common stock subject to such One-time PSU as of immediately prior to the Effective Time and (ii) with respect to the remaining two-thirds of each such One-time PSU, be cancelled and converted into the right to receive, an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (A) the Per Share Price and (B) two-thirds of the total number of shares of Company common stock subject to such One-time PSU as of immediately prior to the Effective Time (such amount, the “Unvested One-time PSU Consideration”), with such Unvested One-time PSU Consideration vesting and becoming payable on May 31, 2028, subject to continued employment through such date, and subject to double-trigger accelerated vesting on any termination without cause or resignation for good reason (as such terms are defined in the Change in Control Severance Plan) following the Effective Time and prior to May 31, 2028. For the avoidance of doubt, any Unvested One-time PSU Consideration will not be subject to any performance-based vesting requirements and will be subject solely to the service-based vesting requirements applicable to the applicable One-time PSU through May 31, 2028.

Options. Pursuant to the terms of the Merger Agreement, at the Effective Time, each option to purchase shares of Company common stock that is outstanding as of immediately prior to the Effective Time or vests in accordance with its terms as a result of the consummation of the Merger and other transactions contemplated by the Merger Agreement, will automatically be cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (i) the number of shares of Company common stock subject to such option as of immediately prior to the Effective Time and (ii) the excess, if any, of the Per Share Price over the exercise price per share of such option. Accordingly, at the Effective Time, each option that has an exercise price per share of Company common stock as of immediately prior to the Effective Time that is greater than or equal to the Per Share Price will be automatically cancelled and forfeited for no consideration at the Effective Time.

Treatment of Mr. Cochrane’s PSUs and RSUs

In connection with the closing of the sale of the businesses constituting the Company’s Europe-North segment on March 31, 2025, and Mr. Cochrane’s departure from the Company effective therewith, the Compensation Committee approved, expressly contingent upon the occurrence of the closing, the accelerated vesting of (i) 221,410 outstanding RSUs held by Mr. Cochrane that were scheduled to vest on or before March 31, 2026, and (ii) a number of PSUs granted to Mr. Cochrane on May 2, 2023 equal to 95.8% of the target number of underlying PSUs (i.e. 221,759 PSUs). For the avoidance of doubt, any other RSUs, any other PSUs subject to the 2023 PSU grant or any other grant of PSUs held by Mr. Cochrane that remained unvested as of March 31, 2025, after giving effect to the foregoing acceleration, were immediately forfeited for no consideration.

Equity Award Granting Practices

Executive Benefits and Perquisites

In 2025, we provided retirement benefits to our NEOs (other than Mr. Cochrane) through Company matching contributions to the 401(k) retirement savings plan as well as access to health, disability and life insurance programs, which are the same plans available to all U.S. employees. During his employment, Mr. Cochrane received retirement benefits through matching Company contributions and a cash payment that he could elect to apply to his defined contribution plan account, as well as had access to health and disability programs which were the same retirement benefits and health and disability programs available to all UK employees. He also received club dues for membership in the Institute of Chartered Accountants in England and Wales and Company-paid tax services during 2025 and was eligible to receive supplemental life insurance benefits. These amounts are quantified in the “All Other Compensation” column of the 2025 Summary Compensation Table.

Retention Bonuses in Connection with the Merger Agreement

Following the end of our fiscal year, in connection with entry into the Merger Agreement on February 9, 2026, the Company entered into letter agreements with each of the NEOs set forth in the table below providing for the payment of retention bonuses (the “Retention Bonus Agreements”). Pursuant to the Retention Bonus Agreements, the retention bonus amounts set forth opposite each applicable NEO’s name in the table below (the “Retention Bonuses”) will vest and become payable immediately prior to the consummation of the Merger, subject to the applicable NEO’s continued employment through the consummation of the Merger. If the applicable NEO’s employment is terminated by the Company without “cause” (as defined in the applicable Retention Bonus Agreement) or, for Messrs. Wells and Sailer and Ms. Feldman, due to a resignation with “good reason” or “good cause” (each, as defined in the applicable Retention Bonus Agreement) prior to the Effective Time, then such NEO’s Retention Bonus will vest and become payable upon such termination of employment. Under the Retention Bonus Agreements, the NEOs are required to repay to the Company a prorated portion of the after-tax amount of the Retention Bonuses in the event they breach their existing restrictive covenant obligations to the Company or its affiliates.

Other Key Features of our Executive Compensation Program

Stock Ownership Guidelines

Our stock ownership guidelines, effective January 1, 2020, require all NEOs and other members of the Company’s executive team with a base salary of at least $500,000 to hold a minimum number of shares of Clear Channel Outdoor stock while serving in their leadership position. The guidelines are intended to further align the interests of executives with those of our stockholders by requiring executives to be subject to the same long-term stock price volatility our stockholders experience.

Shares counted toward meeting the requirement include directly owned shares (including after-tax vested RSUs) and unvested RSUs. Unvested stock options and unearned PSUs do not count toward meeting the requirement. The ownership value for each participant is measured annually based on the closing stock price as of December 31.

Current executives had five years from January 1, 2020 to meet the ownership guideline requirements for their position. New hires and newly promoted executives will have five years from their hire/promotion date to meet their requirement. Executives who do not meet their requirement are evaluated on a case-by-case basis.

Anti-Hedging and Anti-Pledging Policies

Our Insider Trading Policy prohibits hedging of our securities by any employee, including our NEOs. Further, the pledging of our securities by any employee, including our NEOs, is prohibited except for pledging of securities as collateral for a loan with the prior approval of our Compliance Officer.

Clawback Policy

The Compensation Committee has adopted a Clawback Policy that complies with NYSE’s clawback rules promulgated under Section 10D of the Exchange Act. In the event CCOH is required to prepare an accounting restatement of its financial statements due to CCOH’s material noncompliance with any such financial reporting requirement, the clawback policy requires that covered executives must reimburse CCOH, or forfeit, any excess incentive-based compensation “received” (as defined in the Clawback Policy) by such covered executive during the three completed fiscal years immediately preceding the date on which CCOH is required to prepare the restatement. Executives covered by the clawback policy are current and former executive officers, as determined by the Compensation Committee in accordance with Section 10D of the Exchange Act and the NYSE listing standards. Incentive-based compensation subject to the clawback policy includes any cash or equity compensation that is granted, earned or vested based wholly or in part on the attainment of a financial reporting measure. The amount subject to recovery is the excess of the incentive-based compensation received based on the erroneous data over the incentive-based compensation that would have been received had it been based on the restated results. The clawback policy only applies to incentive-based compensation received on or after the effective date of Section 303A.14 of the NYSE Listed Company Manual.

Severance Agreements

Each of Messrs. Wells, Dilger and Sailer, and Ms. Feldman, are entitled to certain payments and benefits in certain termination situations or upon a change in control, pursuant to their employment agreements. The benefits that Mr. Cochrane received in connection with his termination are set forth below in the section entitled “Executive Compensation—Potential Post-Employment Payments”.

On August 5, 2024, to better align with market practice, the Compensation Committee adopted the Change in Control Severance Plan, which provides certain severance pay and benefits to eligible executives participating in the Change in Control Severance Plan (which includes Messrs. Wells, Dilger and Sailer, and Ms. Feldman) whose employment is terminated in certain situations following the occurrence of a change in control (as defined therein).

Clear Channel Outdoor believes that the Change in Control Severance Plan and its other severance arrangements facilitate an orderly transition in the event of changes in management. For further information on severance payments and benefits (or notice or pay in lieu of notice), see the section below entitled “Executive Compensation—Potential Post-Employment Payments”.

Tax and Accounting Treatment

Deductibility of Executive Compensation

Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), placed a limit of $1,000,000 on the amount of compensation Clear Channel Outdoor could deduct for Federal income tax purposes in any one year with respect to certain senior executives of Clear Channel Outdoor, which we referred to herein as the “Covered Employees.” The exemption from Section 162(m)’s deduction limit for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2018, such that compensation paid to Clear Channel Outdoor’s covered executive officers in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.

In reviewing the effectiveness of the executive compensation program, the Compensation Committee considers the anticipated tax treatment to Clear Channel Outdoor and to the Covered Employees of various payments and benefits. To maintain flexibility in compensating the NEOs in a manner designed to promote varying corporate goals, the Compensation Committee will not necessarily limit executive compensation to that which is deductible under Section 162(m) of the Code and has not adopted a policy requiring all compensation to be deductible. The Compensation Committee will consider various alternatives to preserving the deductibility of compensation payments and may award compensation that is not deductible to the extent consistent with its other compensation objectives.

Accounting for Stock-Based Compensation

Clear Channel Outdoor accounts for stock-based payments, including awards under the 2024 Plan, in accordance with the requirements of FASB ASC Topic 718.

Executive Compensation Tables

Summary Compensation Table

The Summary Compensation Table below provides compensation information for the years ended December 31, 2025, 2024 and 2023 for our NEOs.

For further discussion of the assumptions made in valuation, see also Note 13-Stockholders’ Deficit beginning on page 82 of the Original Form 10-K.

The value of all benefits included in the All Other Compensation column is based on actual costs. For a description of the items reflected in the table above, see “—Employment Agreements with the Named Executive Officers” below.

Employment Agreements with the Named Executive Officers

Messrs. Wells, Sailer and Dilger, and Ms. Feldman each have employment agreements with us. Prior to his termination date, Mr. Cochrane had an employment agreement with us. Certain elements of the NEOs’ compensation in 2025 were determined based on their respective employment agreements. The descriptions of the employment agreements effective as of December 31, 2025 set forth below do not purport to be complete and are qualified in their entirety by the employment agreements. For further discussion of the amounts of salary and bonus and other forms of compensation, see “Compensation Discussion and Analysis” above.

Each of the employment agreements discussed below provides for severance payments as described under “—Potential Post-Employment Payments,” which descriptions are incorporated herein by reference.

Scott R. Wells

2022 Employment Agreement (Effective Through December 31, 2025)

Mr. Wells assumed the role of President and Chief Executive Officer of the Company on January 1, 2022 and was appointed as a member of the Board.

In connection with the appointment of Mr. Wells as Chief Executive Officer, the Company and Mr. Wells entered into an amended and restated employment agreement, dated as of July 28, 2021 (the “2022 Wells Employment Agreement”).

Under the 2022 Wells Employment Agreement, Mr. Wells received an annual base salary equal to $1,100,000 and was eligible to earn an annual performance bonus based on the achievement of financial and performance criteria established by Clear Channel Outdoor and approved in the annual budget. The target performance bonus that may be earned would be not less than 110% of Mr. Wells’ base salary amount. In addition to the annual bonus, Mr. Wells was also eligible for an annual long-term incentive opportunity (the “Long-Term Incentive Amount”) from Clear Channel Outdoor with an approximate value of not less than $2,000,000. Mr. Wells was also eligible to participate in various benefit programs provided by Clear Channel Outdoor on the same terms and conditions as they are made available to other similarly situated employees.

During Mr. Wells’ employment with Clear Channel Outdoor and for 12 months thereafter, Mr. Wells was subject to non-competition, non-interference and non-solicitation covenants substantially consistent with our other senior executives. Mr. Wells was also subject to customary confidentiality, work product and trade secret provisions.

2026 Employment Agreement (Effective as of January 1, 2026)

On December 15, 2025, the Company and Mr. Wells entered into a second amended and restated employment agreement (the “2026 Wells Employment Agreement”), effective as of January 1, 2026. The 2026 Wells Employment Agreement supersedes the 2022 Wells Employment Agreement.

The initial term of the 2026 Wells Employment Agreement ends on January 1, 2030, and will be automatically extended for additional four-year periods, unless the Company or Mr. Wells gives prior written notice of non-renewal between August 1 and September 1 prior to the end of the then-applicable employment term.

Pursuant to the 2026 Wells Employment Agreement, Mr. Wells will (i) receive a base salary at an annualized rate of $1,200,000, (ii) be eligible to receive an annual performance bonus with a target of 120% of his annual base salary and (iii) be eligible to receive an annual equity incentive grant with an annual target value of $4,000,000, but in no event will the grant date fair value of any such award be less than $2,000,000.

Mr. Wells is also eligible to participate in various benefit programs provided by Clear Channel Outdoor on the same terms and conditions as they are made available to other similarly situated employees.

The 2026 Wells Employment Agreement also contains a customary perpetual confidentiality provision, as well as customary non-interference, non-solicitation and non-competition provisions that apply during employment and for the 12-month period thereafter.

David J. Sailer

Mr. Sailer assumed the role of Executive Vice President and Chief Financial Officer of the Company on March 1, 2024. Mr. Sailer previously served as the Company’s Executive Vice President, Chief Financial Officer of the Americas of the Company. In connection with the appointment of Mr. Sailer as Executive Vice President and Chief Financial Officer, the Company and Mr. Sailer entered into an employment agreement, effective as of March 1, 2024 (the “Sailer Employment Agreement”).

The initial term of the Sailer Employment Agreement ends on March 1, 2027 and will be automatically extended for additional two-year periods, unless the Company or Mr. Sailer gives prior written notice of non-renewal of the Sailer Employment Agreement between August 1 and August 31 prior to the end of the then-applicable employment term.

Pursuant to the Sailer Employment Agreement, Mr. Sailer will (i) receive a base salary at an annualized rate of $650,000, (ii) be eligible to receive an annual performance bonus with a target of 100% of his annual base salary, (iii) be eligible to receive a sign-on long-term equity incentive grant with an approximate value equal to $400,000, and (iv) be eligible for an annual equity incentive grant with an approximate value equal to $1,200,000, but in no event will the grant date fair value of any such award be less than $300,000.

During the term of Mr. Sailer’s employment and for 12 months thereafter, Mr. Sailer is subject to non-competition, non-interference and non-solicitation covenants substantially consistent with Clear Channel Outdoor’s other senior executives. Mr. Sailer is also subject to customary confidentiality, work product and trade secret provisions.

Lynn A. Feldman

2022 Employment Agreement (Effective through July 31, 2025)

Effective November 1, 2022, Clear Channel Outdoor and Ms. Feldman entered into an amended and restated employment agreement (the “2022 Feldman Employment Agreement”).

Pursuant to the 2022 Feldman Employment Agreement, Ms. Feldman was entitled to (i) receive an annual base salary of $650,000, (ii) be eligible to receive an annual performance bonus with a target of 100% of her annual base salary, and (iii) receive a Long-Term Incentive Amount with an annual target value equal to $825,000; provided, that, in no event would the grant date fair value be less than $300,000. Ms. Feldman was also eligible to participate in various benefit programs provided by Clear Channel Outdoor on the same terms and conditions as they are made available to other similarly situated employees.

Under the 2022 Feldman Employment Agreement, during Ms. Feldman’s employment with Clear Channel Outdoor and for 12 months thereafter, Ms. Feldman was subject to non-competition, non-interference and non-solicitation covenants substantially consistent with our other senior executives.

2025 Employment Agreement (Effective as of August 1, 2025)

On July 22, 2025, the Company and Ms. Feldman entered into a second amended and restated employment agreement (the “2025 Feldman Employment Agreement”), effective as of August 1, 2025 (the “Effective Date”). The 2025 Feldman Employment Agreement supersedes the 2022 Feldman Employment Agreement.

The initial term of the 2025 Feldman Employment Agreement ends on July 31, 2028, and will be automatically extended for additional two-year periods, unless the Company or Ms. Feldman gives prior written notice of non-renewal between December 1 and December 31 prior to the end of the then-applicable employment term.

Pursuant to the 2025 Feldman Employment Agreement, Ms. Feldman’s title was changed to Executive Vice President, Chief Legal and Administrative Officer and Corporate Secretary to reflect her additional Human Resources responsibilities. Ms. Feldman will (i) receive a base salary at an annualized rate of $750,000 (retroactive to June 1, 2025), (ii) be eligible to receive an annual performance bonus with a target of 100% of her annual base salary and (iii) be eligible to receive an annual equity incentive grant with an annual target value of $1,400,000, but in no event will the grant date fair value of any such award be less than $300,000.

Ms. Feldman is also eligible to participate in various benefit programs provided by Clear Channel Outdoor on the same terms and conditions as they are made available to other similarly situated employees.

The 2025 Feldman Employment Agreement also contains a customary perpetual confidentiality provision, as well as customary non-interference, non-solicitation and non-competition provisions that apply during employment and for the 12-month period thereafter.

Jason A. Dilger

Effective January 1, 2025, Clear Channel Outdoor and Mr. Dilger entered into an amended and restated employment agreement (the “2025 Dilger Employment Agreement”). The 2025 Dilger Employment Agreement supersedes the amended and restated employment agreement between Clear Channel Outdoor and Mr. Dilger, dated January 20, 2022.

The initial term of the 2025 Dilger Employment Agreement ends on January 1, 2028 and will be automatically extended for additional three-year periods, unless the Company or Mr. Dilger gives prior written notice of non-renewal of the 2025 Dilger Employment Agreement between June 1 and July 1 prior to the end of the then-applicable employment term.

Pursuant to the 2025 Dilger Employment Agreement, Mr. Dilger will (i) receive a base salary at an annualized rate of $435,000, (ii) be eligible to receive an annual performance bonus with a target of 65% of his annual base salary and (iii) be eligible for an annual equity incentive grant with an annual target value equal to $350,000 provided, that, in no event will the grant date fair value be less than $325,000 per award.

During the term of Mr. Dilger’s employment and for 12 months thereafter, Mr. Dilger is subject to non-competition, non-interference and non-solicitation covenants substantially consistent with Clear Channel Outdoor’s other senior executives. Mr. Dilger is also subject to customary confidentiality, work product and trade secret provisions.

Justin Cochrane

On March 10, 2015, Clear Channel UK Ltd. (“Clear Channel UK”) and Mr. Cochrane entered into a contract of employment, which was amended pursuant to a variation of terms agreement on May 7, 2019 (as amended, the “Cochrane Agreement”). The Cochrane Agreement could be terminated upon six months’ notice from Mr. Cochrane to Clear Channel UK or upon 12 months’ notice from Clear Channel UK to Mr. Cochrane; provided that, Clear Channel UK could provide payment of Mr. Cochrane’s base salary for the remaining notice period in lieu of notice. Clear Channel UK could place Mr. Cochrane on garden leave during the applicable notice period, during which time Mr. Cochrane would continue to receive his base salary and other pension and insurance benefits.

Pursuant to the Cochrane Agreement, Mr. Cochrane was entitled to an annual base salary and was eligible to receive a discretionary long term incentive award. Additionally, Mr. Cochrane was eligible to receive an annual bonus in an amount up to 100% of his base salary, subject to achieving specified performance goals. Mr. Cochrane also participated in the Group Personal Pension Plan, which is a tax-qualified defined contribution plan, and received permanent health insurance while a member of the Group Personal Pension Plan. Under the terms of the Cochrane Agreement, Mr. Cochrane and his dependents were covered by the Clear Channel Medical Insurance plan.

During Mr. Cochrane’s employment and during the nine month period thereafter, Mr. Cochrane is subject to non-competition, non-solicitation and non-interference covenants.

Grants of Plan-Based Awards

Stock Incentive Plans

Clear Channel Outdoor grants equity incentive awards to NEOs and other eligible participants under the 2024 Plan. The 2024 Plan is intended to facilitate the ability of Clear Channel Outdoor to attract, motivate and retain employees, directors and other personnel through the use of equity-based and other incentive compensation opportunities.

The 2024 Plan allows for the issuance of restricted stock, incentive and non-statutory stock options, stock appreciation rights, director shares, restricted stock units and other types of stock-based and/or performance-based awards to any present or future director, officer, employee, consultant or advisor of or to Clear Channel Outdoor or its subsidiaries.

The 2024 Plan is administered by the Compensation Committee, except that the entire Board has sole authority for granting and administering awards to non-employee directors. The Compensation Committee determines which eligible persons receive an award and the types of awards to be granted as well as the amounts, terms and conditions of each award including, if relevant, the exercise price, the form of payment of the exercise price, the number of shares, cash or other consideration subject to the award and the vesting schedule. These terms and conditions will be set forth in the award agreement furnished to each participant at the time an award is granted to him or her under the 2024 Plan. The Compensation Committee also makes other determinations and interpretations necessary to carry out the purposes of the 2024 Plan. For a description of the treatment of awards upon a participant’s termination of employment or change in control, see “—Potential Post-Employment Payments.”

Cash Incentive Plan

As discussed above, NEOs also are eligible to receive awards under the Annual Incentive Plan. See “Compensation Discussion and Analysis—Analysis of 2025 Executive Compensation Decisions—Annual Incentive Plan” for a more detailed description of the Annual Incentive Plan and the grant of awards to the NEOs thereunder.

The following table sets forth certain information concerning plan-based awards granted to the NEOs during the year ended December 31, 2025.

Grants of Plan-Based Awards During 2025

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information concerning outstanding equity awards of the NEOs at December 31, 2025.

Outstanding Equity Awards at December 31, 2025