UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________________________

SCHEDULE 14A

________________________________

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Check the appropriate box:

CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)

–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

PRELIMINARY PROXY MATERIALS DATED APRIL 2, 2026 — SUBJECT TO COMPLETION

Dear Stockholders:

You are cordially invited to attend a special meeting of stockholders of Clear Channel Outdoor Holdings, Inc., a Delaware corporation (the “Company”), which will be held virtually on [•], 2026 at [•] [a.m.]/[p.m.], Eastern Time (including any adjournments or postponements thereof, the “Special Meeting”). Stockholders will be able to attend the Special Meeting and examine the list of stockholders entitled to vote at the Special Meeting during the Special Meeting by visiting www.virtualshareholdermeeting.com/CCO2026SM and using the 16-digit control number included in your proxy materials. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in the accompanying proxy statement to “present in person” or “in person” shall mean virtually present at the Special Meeting. Please note that the accompanying proxy statement is dated [•], 2026 and the form of proxy is first being mailed to holders (“Company stockholders”) of shares of common stock, par value $0.01 per share, of the Company (“Company Common Stock”) on or about [•], 2026.

At the Special Meeting, you will be asked to consider and vote upon the adoption of the Agreement and Plan of Merger, dated as of February 9, 2026 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Madison Parent Inc., a Delaware corporation (“Parent”), and Madison Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), which provides for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent (the “Merger”) in accordance with the General Corporation Law of the State of Delaware (the “DGCL”) on the terms and conditions set forth in the Merger Agreement. Parent and Merger Sub were formed by an investor consortium comprised of affiliates and/or certain investment funds advised by Mubadala Capital (“Mubadala Capital”), in partnership with TWG Global (“TWG” and, together with Mubadala Capital, the “Consortium”).

If the Merger is completed, you will be entitled to receive $2.43 in cash, without interest thereon (the “Merger Consideration”), for each issued and outstanding share of Company Common Stock that you own as of immediately prior to the effective time of the Merger (the “Effective Time”), unless you seek and perfect your statutory rights of appraisal under Delaware law, and specifically, the DGCL.

In connection with the execution of the Merger Agreement, Parent entered into support agreements (collectively, the “Support Agreements”) with: (i) certain investment funds affiliated with Legion Partners, L.P., (ii) certain investment funds affiliated with Ares Management LLC, (iii) certain funds affiliated with Pacific Investment Management Company LLC and (iv) Arturo Moreno, in each case, pursuant to which the Company has certain third-party beneficiary rights. Under the Support Agreements, the Company stockholders party thereto have agreed to, among other things, vote or execute consents with respect to all of their shares of Company Common Stock in favor of the adoption of the Merger Agreement and approval of the Merger and against any Acquisition Proposal (as defined in the Merger Agreement), subject to certain terms and conditions contained therein. In aggregate, Company stockholders holding approximately 48% of the outstanding shares of Company Common Stock as of March 20, 2026 have entered into Support Agreements to vote in favor of the approval and adoption of the Merger Agreement.

The board of directors of the Company (the “Company Board”) has unanimously (i) determined that it is in the best interests of the Company and the Company stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth therein; (ii) approved the execution and delivery of the Merger Agreement and certain other ancillary agreements by the Company, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and conditions set forth therein; (iii) approved and declared advisable the Support Agreements and

the transactions contemplated thereby; (iv) resolved to recommend that the Company stockholders adopt the Merger Agreement in accordance with the DGCL; and (v) directed that the adoption of the Merger Agreement be submitted to the Company stockholders for consideration by the Company stockholders at a meeting thereof.

Accordingly, the Company Board recommends a vote “FOR” the proposal to adopt the Merger Agreement and “FOR” each of the other proposals to be voted on at the Special Meeting.

The proxy statement accompanying this letter provides you with more specific information concerning the Special Meeting, the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. A copy of the Merger Agreement is attached as Annex A to the proxy statement. We encourage you to read the proxy statement, the accompanying annexes and any documents incorporated by reference in the proxy statement carefully and in their entirety.

Your vote is important, regardless of the number of shares of Company Common Stock you own. The Merger cannot be completed unless the Merger Agreement is adopted by Company stockholders holding a majority of the outstanding shares of Company Common Stock entitled to vote at the Special Meeting. Only stockholders of shares of Company Common Stock of record as of the close of business on [•], 2026, the record date for the Special Meeting, are entitled to receive notice of and to vote the shares of Company Common Stock they held on the record date at the Special Meeting. Whether or not you plan to attend the Special Meeting virtually, to ensure your representation at the Special Meeting, we urge you to vote or submit a proxy via the Internet at www.proxyvote.com or by submitting a proxy via telephone at 1-800-690-6903 by following the instructions on the physical proxy card you received in the mail and which are also provided on that website; or, by signing, voting and returning the accompanying proxy card by mail in the prepaid reply envelope. If you attend the Special Meeting, you may vote electronically at the meeting even if you have previously returned your proxy card or have submitted a proxy via the Internet or by telephone and your electronic vote at the Special Meeting will revoke any proxy that you have previously submitted.

If you are a beneficial owner of shares of Company Common Stock (i.e., you hold in “street name”), you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided to you by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

If you have any questions or need assistance voting your shares, please contact the Company’s proxy solicitor at:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Company stockholders may call toll free: (877) 825-8793

Banks and Brokers may call collect: (212) 750-5833

On behalf of the Company Board, I thank you for your ongoing support and appreciate your consideration of these matters.

Very truly yours,

[Insert signature here]

Scott R. Wells
Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or the Merger Agreement or passed upon the adequacy or accuracy of the disclosure in this document (including the proxy statement) and any documents incorporated by reference. Any representation to the contrary is a criminal offense.

THIS PROXY STATEMENT IS DATED [•], 2026 AND IS FIRST BEING MAILED TO STOCKHOLDERS OF CLEAR CHANNEL OUTDOOR HOLDINGS, INC. ON OR ABOUT [•], 2026

4830 North Loop 1604W, Suite 111
San Antonio, Texas 78249

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held at [•] [a.m.]/[p.m.], Eastern Time, on [•], 2026

To the stockholders of Clear Channel Outdoor Holdings, Inc.:

Notice is hereby given that a special meeting (including any adjournments or postponements thereof, the “Special Meeting”) of stockholders of Clear Channel Outdoor Holdings, Inc., a Delaware corporation (the “Company”), will be held virtually on [•], 2026, at [•] [a.m.]/[p.m.], Eastern Time, for the following purposes:

1.      To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of February 9, 2026 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Madison Parent Inc., a Delaware corporation (“Parent”), and Madison Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent (the “Merger”) (the “Merger Proposal”);

2.      To consider and vote on a proposal to approve, on an advisory, non-binding basis, the specified compensation that will or may be paid or may become payable to the Company’s named executive officers in connection with the Merger (the “Advisory Compensation Proposal”); and

3.      To consider and vote on a proposal to adjourn the Special Meeting to a later date or dates, from time to time, if necessary or appropriate, to solicit additional proxies for the Merger Proposal if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”).

Only holders (“Company stockholders”) of shares of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), as of the close of business on [•], 2026, are entitled to notice of, and to vote at, the Special Meeting.

All Company stockholders are cordially invited to attend the Special Meeting. Similar to annual stockholder meetings, the Company is pleased to conduct the Special Meeting solely online via the Internet through a live webcast and online stockholder tools. Stockholders will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/CCO2026SM and by using the 16-digit control number included in their proxy materials. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in this proxy statement to “present in person” or “in person” shall mean virtually present at the Special Meeting.

The board of directors of the Company (the “Company Board”) recommends that Company stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal, if necessary or appropriate, to solicit additional proxies for the Merger Proposal.

Under Delaware law, Company stockholders that are holders of record and beneficial owners of Company Common Stock (and record and beneficial owners of shares of Company Common Stock held either in voting trust or by a nominee on behalf of such persons) who do not vote in favor of the adoption of the Merger Agreement

and who otherwise comply with the requirements under Section 262 of the Delaware General Corporation Law (the “DGCL”) will have the right to seek appraisal of the “fair value” of their shares of Company Common Stock (exclusive of any element of value arising from the accomplishment or expectation of the Merger and together with interest thereon, as described in the accompanying proxy statement), as determined by Section 262 of the DGCL. To do so, a Company stockholder that is a holder of record or beneficial owner must properly demand appraisal before the vote is taken on the Merger Agreement and comply with all other requirements of the DGCL, including Section 262 of the DGCL, which are summarized in the section of the accompanying proxy statement titled “Appraisal Rights.” A copy of Section 262, which details the applicable Delaware appraisal statute, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262 and is incorporated in this notice by reference.

Whether or not you plan to attend the Special Meeting virtually, to ensure your representation at the Special Meeting, we urge you to vote or submit a proxy via the Internet at www.proxyvote.com or submit a proxy by telephone at 1-800-690-6903 by following the instructions on the physical proxy card you received in the mail and which are also provided on that website; or by signing, voting and returning the accompanying proxy card by mail in the prepaid reply envelope. If you attend the Special Meeting, you may vote electronically at the meeting even if you have previously returned your proxy card or have submitted a proxy via the Internet or by telephone and your electronic vote at the Special Meeting will revoke any proxy that you have previously submitted.

If you are a beneficial owner of shares of Company Common Stock (i.e., you hold in “street name”), you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided to you by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal, if necessary or appropriate, to solicit additional proxies for the Merger Proposal.

By order of the Board of Directors,

[Insert signature here]

Lynn A. Feldman
Executive Vice President, Chief Legal and Administrative Officer and Corporate Secretary

San Antonio, Texas
[•], 2026

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to briefly address some commonly asked questions regarding the Special Meeting and the Merger. These questions and answers may not address all questions that may be important to you as a holder of Company Common Stock. You should read the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to and incorporated by reference in this proxy statement.

Why am I receiving this proxy statement?

On February 9, 2026, the Company entered into the Merger Agreement with Parent and Merger Sub. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent.

You are receiving this proxy statement in connection with the solicitation of proxies by the Company Board in favor of the proposal to adopt the Merger Agreement and the other matters to be voted on at the Special Meeting as described in this proxy statement.

As a Company stockholder, what will I receive in the Merger?

Each share of Company Common Stock that is issued and outstanding as of immediately prior to the Effective Time (other than any shares of Company Common Stock held by the Company as treasury stock, any shares of Company Common Stock owned by Parent or any wholly owned subsidiary of the Company or Parent (including Merger Sub), or any shares of Company Common Stock as to which holders (or, to the extent applicable, beneficial owners thereof) have properly exercised their statutory rights of appraisal in accordance with Section 262 of the DGCL) will be automatically cancelled, extinguished and converted into the right to receive the Merger Consideration.

The exchange of shares of Company Common Stock for cash pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. For a more detailed description of the U.S. federal income tax consequences of the Merger, see the section of this proxy statement titled “The Merger — Material U.S. Federal Income Tax Considerations.” You are urged to consult your own tax advisor for a full understanding of how the Merger will affect you for federal, state, local and/or non-U.S. tax purposes.

How does the Merger Consideration compare to the recent trading price of Company Common Stock?

The Merger Consideration of $2.43 per share of Company Common Stock in cash represents a premium of approximately 71% to the Company’s unaffected share price of $1.42 on October 16, 2025, the last trading day prior to media reports regarding a potential transaction involving the Company. On April 1, 2026, the most recent practicable date before the filing of this proxy statement, the closing price of Company Common Stock was $2.37 per share. You are encouraged to obtain current market quotations for Company Common Stock in connection with voting your shares of Company Common Stock.

What will happen to outstanding Company equity awards in the Merger?

At the Effective Time, each Company Option that is outstanding as of immediately prior to the Effective Time will, automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, 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 Company Option as of immediately prior to the Effective Time and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Option. Accordingly, each Company 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 Merger Consideration will, automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and forfeited for no consideration at the Effective Time.

At the Effective Time, each Company RSU (other than Director Substitute RSUs as described below) that is outstanding as of immediately prior to the Effective Time will, automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, immediately 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 Merger Consideration and (ii) the total number of shares of Company Common Stock subject to such Company RSU as of immediately prior to the Effective Time.

At the Effective Time, each Director Substitute RSU that is outstanding as of immediately prior to the Effective Time will, automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and converted into RSU Consideration with respect to a portion of the shares of Company Common Stock subject to the award, determined as the product of (i) the total number of shares of Company Common Stock subject to the Director Substitute RSU and (ii) the ratio of (A) the number of calendar quarters (including the quarter in which the Effective Time occurs) that have elapsed between January 1, 2026 and the Closing Date to (B) four.

At the Effective Time, each Company PSU (including any portion thereof) 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, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, immediately 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 (A) the Merger Consideration and (B) the total number of shares of Company Common Stock subject to such Company PSU as of immediately prior to the Effective Time (as determined assuming the payout factor applicable to such Company PSUs based on actual performance attained in accordance with the applicable award agreement governing such Company PSU).

At the Effective Time, each Company PSU (including any portion thereof) 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 (except with respect to the Company Stock Price PSUs, as described below) will, automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and converted into the right to receive the Unvested PSU Consideration. The Unvested PSU Consideration will vest and become payable in accordance with the service-based vesting schedule applicable to such Company 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 CIC Severance Plan, following the Effective Time and prior to the regular vesting date. 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 Company PSU as of immediately prior to the Effective Time.

At the Effective Time, each Company Stock Price PSU that is outstanding as of immediately prior to the Effective Time will, automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, 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 Merger Consideration and (B) one-third of the total number of shares of Company Common Stock subject to such Company Stock Price PSU as of immediately prior to the Effective Time and (ii) with respect to the remaining two-thirds of each such Company Stock Price PSU, the right to receive the Unvested Company Stock Price PSU Consideration, with such Unvested Company Stock Price 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 CIC Severance Plan, following the Effective Time and prior to May 31, 2028. For the avoidance of doubt, any Unvested Company Stock Price 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 Company Stock Price PSU through May 31, 2028.

When and where is the Special Meeting of our stockholders?

The special meeting will be held virtually on [•], 2026 at [•] [a.m.]/[p.m.], Eastern Time (unless adjourned or postponed to a different date and time). The Company is conducting the Special Meeting solely online via the Internet through a live webcast and online stockholder tools. Stockholders will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/CCO2026SM and by using the 16-digit control number included in their proxy materials.

Who is entitled to vote at the Special Meeting?

Only Company stockholders that are holders of record of Company Common Stock as of the close of business on [•], 2026, the record date for the Special Meeting, are entitled to vote the shares of Company Common Stock they held as of the record date at the Special Meeting. As of the close of business on the record date, there were [•] shares of Company Common Stock issued and outstanding and entitled to vote. On each of the proposals presented at the Special Meeting, each Company stockholder is entitled to one vote for each share of Company Common Stock held by such stockholder on the record date.

May I attend the Special Meeting and vote in person?

The Company is hosting the Special Meeting virtually. There will be no physical location for stockholders to attend. Stockholders will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/CCO2026SM and by using the 16-digit control number included in their proxy materials.

Stockholders of record:    If your shares of Company Common Stock were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., in order to participate in the Special Meeting, you will need your 16-digit control number included on the proxy card previously distributed to you. If you are a holder of record, you may vote electronically during the Special Meeting by following the instructions available at www.virtualshareholdermeeting.com/CCO2026SM.

Stockholders holding shares in “street” name:    If your shares of Company Common Stock are beneficially held in “street name” through a brokerage firm, bank, trust or other similar organization and you do not have a 16-digit control number, in order to participate in the Special Meeting, you must first obtain a legal proxy from your broker, bank or other nominee reflecting the number of shares of Company Common Stock you held as of the record date, your name and email address. If you beneficially hold your Company Common Stock in “street name,” you must obtain the appropriate documents from your broker, bank, trustee, or nominee, giving you the right to vote the shares at the Special Meeting.

Instructions on how to attend and participate in the Special Meeting via the webcast are posted at www.virtualshareholdermeeting.com/CCO2026SM.

You should ensure that you have a strong Internet connection and allow plenty of time to log in and ensure that you can hear streaming audio prior to the start of the Special Meeting. We encourage you to access the meeting prior to the start time to allow ample time to complete the online check-in process. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be provided on the log-in page.

What proposals will be considered at the Special Meeting?

At the Special Meeting, Company stockholders will be asked to consider and vote on the following proposals:

•        a proposal to adopt the Merger Agreement (the “Merger Proposal”);

•        a proposal to approve, on an advisory, non-binding basis, the specified compensation that will or may be paid or may become payable to the Company’s named executive officers in connection with the Merger (the “Advisory Compensation Proposal”); and

•        a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies for the Merger Proposal if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”).

What constitutes a quorum for purposes of the Special Meeting?

The representation in person (virtually) or by proxy of Company stockholders holding a majority of the total voting power of Company Common Stock entitled to vote will constitute a quorum at the Special Meeting. Votes “withheld,” abstentions and “broker non-votes” are counted as present for purposes of establishing a quorum.

The inspector of election will treat abstentions as present for purposes of determining the presence of a quorum. If a quorum is not present, the only business that can be transacted at the Special Meeting is the adjournment or postponement of the meeting to another date or time.

The Company does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine, whereas each of the proposals to be presented at the Special Meeting is expected to be considered non-routine.

What vote of our Company stockholders is required to approve each of the proposals?

On each of the proposals presented at the Special Meeting, each Company stockholder is entitled to one vote for each share of Company Common Stock held by such stockholder on the record date.

The table below illustrates the voting options, vote required, and effect of abstentions and broker non-votes for each proposal, assuming a quorum is present at the Special Meeting (unless otherwise set forth below with respect to the Adjournment Proposal):

____________

(1)      Each proposal to be considered at the Special Meeting is expected to be deemed a “non-routine” matter. As a result, if you do not provide voting instructions to your broker, bank, or other nominee, your shares will not be deemed present for any purpose at the Special Meeting, including for purposes of determining whether a quorum exists. Accordingly, no broker non-votes are expected in connection with the Special Meeting.

(2)      Although no broker non-votes are expected, a failure to provide instructions to the broker, bank, or other nominee holding your shares of Company Common Stock will, without resulting in a broker non-vote, have the same effect as a vote “Against” the Merger Proposal.

(3)      Although no broker non-votes are expected, a failure to provide instructions to the broker, bank, or other nominee holding your shares of Company Common Stock will, without resulting in a broker non-vote, have no effect on the outcome of the Advisory Compensation Proposal or the Adjournment Proposal.

(4)      The Company retains full authority to the extent set forth in its Bylaws and Delaware law to adjourn the Special Meeting for any other purpose, or to postpone the Special Meeting before it is convened, without the vote or consent of any of the Company stockholders. Please be advised that the Company does not intend to call a vote on the Adjournment Proposal if the Merger Proposal is approved at the Special Meeting.

What is a “broker non-vote”?

Under NYSE rules, brokers have discretion to vote the shares of customers who fail to provide voting instructions on “routine matters,” but brokers may not vote such shares on “non-routine matters” without voting instructions. When a broker is not permitted to vote the shares of a customer who does not provide voting instructions, it is called a “broker non-vote.” If you do not provide your broker with voting instructions, your broker will not be able to vote your shares with respect to (i) the Merger Proposal, (ii) the Advisory Compensation Proposal and (iii) the Adjournment Proposal.

The Company does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine, whereas each of the proposals to be presented at the Special Meeting is expected to be considered non-routine. As a result, no bank, broker or other nominee will be permitted to vote your shares of Company Common Stock at the Special Meeting without receiving instructions. Failure to instruct your bank, broker or other nominee as to how to vote your shares of Company Common Stock will have the same effect as a vote “AGAINST” the Merger Proposal but will have no effect on the outcome of the Advisory Compensation Proposal or the Adjournment Proposal.

How does the Company Board recommend that I vote?

The Company Board recommends a vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal, if necessary or appropriate, to solicit additional proxies for the Merger Proposal.

For a discussion of the factors that the Company Board considered in determining to recommend that the Company stockholders adopt the Merger Agreement, see the section of this proxy statement titled “The Merger — Reasons for the Merger; Recommendation of the Company Board.”

Do any of the Company’s directors or executive officers have interests in the Merger that may differ from or be in addition to my interests as a Company stockholder?

Yes, in considering the recommendation of the Company Board with respect to the Merger Agreement, you should be aware that certain of the Company’s directors and executive officers have interests that may be different from, or in addition to, the interests of Company stockholders generally. In addition, the Company Board was aware of and considered these interests, among other matters, in evaluating the Merger and in recommending that the Merger Agreement be approved by the Company stockholders. See the section of this proxy statement titled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger.”

Why am I being asked to cast an advisory, non-binding vote to approve the compensation that may be paid or may become payable to the Company’s named executive officers in connection with the Merger?

The SEC, in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, adopted rules that require the Company to seek an advisory (non-binding) vote with respect to certain payments that may be made to the Company’s named executive officers in connection with the Merger.

What will happen if the Company stockholders do not approve the Advisory Compensation Proposal?

The vote on the Advisory Compensation Proposal is a vote separate and apart from the vote to adopt the Merger Agreement. Because the vote on the Advisory Compensation Proposal is advisory only, it will not be binding on the Company, the Company Board, Parent or the surviving corporation. Accordingly, because the Company is contractually obligated to pay the compensation, if the Merger Agreement is adopted by the Company stockholders and the Merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of this advisory, non-binding vote.

What happens if I sell my shares of Company Common Stock before the Special Meeting?

The record date for the Special Meeting is earlier than the date of the Special Meeting. If you sell or transfer your shares of Company Common Stock after the record date, but before the Special Meeting, you will retain your right to vote such shares at the Special Meeting. However, the right to receive the Merger Consideration will pass

to the person to whom you transferred your shares. In order to receive the Merger Consideration in connection with the Merger, you must hold your shares of Company Common Stock through the Effective Time. In addition, if you demand appraisal for any of your shares of Company Common Stock, you will lose your right to appraisal with respect to any such shares that you thereafter sell or transfer prior to the Effective Time.

What is a proxy?

A proxy is your legal designation of another person to vote your shares of Company Common Stock. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of Company Common Stock is called a “proxy card.”

If a Company stockholder gives a proxy, how are the shares voted?

Regardless of the method you choose to vote, the individuals named on the accompanying proxy card, or your proxies, will vote your shares in the way that you indicate. When completing the Internet or telephone process or the proxy card, you may specify whether your shares should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the Special Meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

Can I change my vote after I have delivered my proxy or my voting instructions?

If you are a holder of record, you may change your vote or revoke your proxy at any time before your shares are voted at the Special Meeting, as applicable, by (i) mailing a proxy card dated later than your last submitted proxy card, (ii) authorizing a new proxy to vote on a later date on the Internet or by telephone (it being understood that only your latest Internet or telephone proxy submitted prior to the Special Meeting will be counted), (iii) notifying the Corporate Secretary of the Company in writing or (iv) voting during the Special Meeting (attendance at the Special Meeting will not, by itself, revoke the proxy). If your shares are held beneficially in “street name,” you should follow the instructions provided by your broker, bank or other nominee to change your vote or revoke your proxy.

How do I cast my vote if I am a Company stockholder that is a holder of record?

If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered, with respect to those shares, to be the “holder of record.” In that case, this proxy statement and your proxy card have been sent directly to you by the Company.

If you are a holder of record as of the record date, you may vote by submitting your proxy via the Internet, by telephone or by completing, signing and returning the accompanying proxy card by mail in the prepaid reply envelope. You may also vote your shares by ballot via the Internet during the Special Meeting. Even if you plan to attend the Special Meeting, you are encouraged to submit your vote by proxy as early as possible to ensure that your shares will be represented. For more detailed instructions on how to vote using one of these methods, see the section of this proxy statement titled “The Special Meeting — Voting Procedures.”

If you are a holder of record of shares of Company Common Stock and you submit a proxy card or voting instructions but do not direct how to vote on each item, the persons named as proxies will vote your shares in favor of each of the Merger Proposal, the Advisory Compensation Proposal and, if necessary or appropriate, the Adjournment Proposal.

How do I cast my vote if my shares of Company Common Stock are beneficially held in “street name” by my bank, broker or other nominee?

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of Company Common Stock (i.e., you hold in “street name”). In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the holder of record.

If you are a beneficial owner of shares of Company Common Stock (i.e., you hold in “street name”), you must follow the instructions from your bank, broker or other nominee in order to vote such shares. Your bank, broker or other nominee will vote your shares only if you provide instructions on how to vote by properly completing the voting instruction form sent to you by your bank, broker or other nominee with this proxy statement. Without providing those instructions, your shares will not be voted, which will have the same effect as a vote “AGAINST” the Merger Proposal but will have no effect on the outcome of the Advisory Compensation Proposal or the Adjournment Proposal.

What will happen if I abstain from voting or fail to vote on any of the proposals?

If you abstain from voting with respect to any proposal, it will have the same effect as a vote “AGAINST” each of the Merger Proposal, the Advisory Compensation Proposal or the Adjournment Proposal, as applicable.

If you fail to cast your vote via the Internet during the Special Meeting or by proxy or fail to give voting instructions to your bank, broker or other nominee, any such failure will have the same effect as a vote “AGAINST” the Merger Proposal but will have no effect on the outcome of the Advisory Compensation Proposal or the Adjournment Proposal.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement or multiple proxy or voting instruction cards. For example, if you hold your shares of Company Common Stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares of Company Common Stock. If you are a holder of Company Common Stock of record and your shares of Company Common Stock are registered in more than one name, you will receive more than one proxy card. Please submit your proxy and/or voting instructions for each set of materials that you receive to ensure that all your shares of Company Common Stock are voted.

Where can I find the voting results of the Special Meeting?

If available, we may announce preliminary voting results at the conclusion of the Special Meeting. We intend to publish final voting results in a Current Report on Form 8-K to be filed with the SEC following the Special Meeting. All reports that the Company files with the SEC are publicly available when filed. For more information, see the section of this proxy statement titled “Where You Can Find Additional Information.”

Am I entitled to rights of appraisal under the DGCL?

If the Merger is completed, and certain conditions set forth in Section 262(g) of the DGCL are satisfied, the Company stockholders that are holders of record and beneficial owners of Company Common Stock who continuously hold shares of Company Common Stock through the Effective Time and who do not vote such shares in favor of the adoption of the Merger Agreement, and beneficial owners of shares of Company Common Stock held either in voting trust or by a nominee on behalf of such person who beneficially owns shares of Company Common Stock through the Effective Time that are not voted in favor of the adoption of the Merger Agreement, and in either case who properly demand appraisal of their applicable shares and do not withdraw their demands or otherwise lose their rights to appraisal, and who otherwise comply with the applicable requirements of Section 262 of the DGCL, will be entitled to seek appraisal of their shares of Company Common Stock in connection with the Merger under Section 262 of the DGCL. This means such holders of record and beneficial owners of shares of Company Common Stock will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of Company Common Stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest on the amount determined to be fair value, if any, as determined by the court (or, in certain circumstances described below, on the difference between the amount determined to be the fair value and the amount paid to each stockholder entitled to appraisal prior to the entry of judgment in the appraisal proceeding). Holders of record and beneficial owners of Company Common Stock who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The requirements under Section 262 of the DGCL for exercising appraisal rights are described in additional detail in this proxy statement, and Section 262 of the DGCL regarding appraisal rights is accessible without subscription or cost at the following

publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. Failure to comply with the provisions of Section 262 of the DGCL in a timely and proper manner may result in the loss of appraisal rights. See the section of this proxy statement titled “Appraisal Rights.”

When is the Merger expected to be completed?

We are working toward completing the Merger as promptly as possible, and currently expect the transaction to close by the end of the third quarter of 2026, pending the receipt of applicable regulatory approvals and a stockholder vote in favor of the adoption of the Merger Agreement. However, the exact timing of completion of the Merger cannot be accurately predicted, because the Merger is subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions to Parent’s, Merger Sub’s and the Company’s respective obligations to consummate the Merger, some of which are not within the parties’ control.

What effect will the Merger have on the Company?

If the Merger is consummated, Merger Sub will be merged with and into the Company, the separate corporate existence of Merger Sub will thereupon cease, and the Company will continue to exist following the Merger as a wholly owned subsidiary of Parent. Following completion of the Merger, shares of Company Common Stock will be delisted from the NYSE, and the registration of shares of Company Common Stock under the Exchange Act will be terminated.

What happens if the Merger is not completed?

If the Merger Proposal is not approved by the Company stockholders, or if the Merger is not completed for any other reason, the Company stockholders will not receive any payment for their shares of Company Common Stock in connection with the Merger. Instead, the Company will remain an independent public company and stockholders will continue to own their shares of Company Common Stock. Company Common Stock will continue to be registered under the Exchange Act and listed and traded on the NYSE. In addition, if the Merger is not completed, the Company stockholders will continue to be subject to the same risks and opportunities to which they are currently subject. Under certain circumstances, if the Merger is not completed, the Company may be obligated to pay to Parent the Company Termination Fee or Parent may be obligated to pay to the Company the Parent Termination Fee, as applicable. For more information, see the section of this proxy statement titled “The Merger Agreement — Termination Fees.”

What is householding and how does it affect me?

The SEC permits companies to send a single set of proxy materials to any household at which two or more stockholders reside, unless contrary instructions have been received, but only if we provide advance notice and follow certain procedures. In such cases, each stockholder continues to receive a separate notice of the meeting and proxy card. If your shares are beneficially held in “street name,” you will receive your proxy card or other voting information from your bank, broker or other nominee and you will return your proxy card(s) to your bank, broker or other nominee. You should vote on and sign each proxy card you receive as discussed above. To request that only one copy of any of these materials be mailed to your household, please contact your bank, broker or other nominee.

Who can help answer my questions?

If you need assistance in completing your proxy card or have questions regarding the Special Meeting, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Company stockholders may call toll free: (877) 825-8793

Banks and Brokers may call collect: (212) 750-5833

FORWARD-LOOKING STATEMENTS

This proxy statement contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, including, but not limited to, statements regarding the Merger, stockholder approvals, the expected timetable for completing the Merger, the expected benefits of the Merger, and any other statements regarding the Company’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts. Forward-looking statements may give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance, and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future events or operating or financial performance. For example, all statements we make relating to our expectations relating to the Merger and the transactions contemplated by the Merger Agreement, our estimated and projected costs, expenditures, cash flows, growth rates, and financial results or our plans and objectives for future operations, growth initiatives, or strategies are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, 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) 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 Company stockholders holding a majority of the outstanding shares of Company 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;

•        potential 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 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 (“AI”);

•        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;

•        there can be no assurance that the process to sell our business in Spain will be successful or result in value for our stockholders;

•        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 Company Common Stock if we remain a public company, or the perception thereof, and dilution resulting from additional capital raised through the sale of Company Common Stock or other equity-linked instruments;

•        our ability to continue to comply with the applicable listing standards of the NYSE 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.

We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations are disclosed under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025 and “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in any subsequent Quarterly Reports on Form 10-Q. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward-looking statements in the context of these risks and uncertainties.

We caution you that the important factors referenced above may not include all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this proxy statement are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events, or otherwise, except as otherwise required by law.

THE PARTIES

Clear Channel Outdoor Holdings, Inc.

Clear Channel Outdoor Holdings, Inc.
4830 North Loop 1604W, Suite 111
San Antonio, Texas 78249
(210) 547-8800

The Company is a leading provider of out-of-home advertising solutions, offering advertisers impactful and innovative opportunities to reach mass audiences across a variety of high-traffic public spaces. By leveraging the scale, reach and flexibility of our diverse portfolio of assets — including roadside billboards, street furniture and airport displays — we connect advertisers with millions of consumers every month. We believe we are at the forefront of driving innovation in the out-of-home advertising industry, and our dynamic advertising platform continues to attract a broader pool of advertisers through the expansion of our network of digital displays and the integration of data analytics, programmatic tools and other technologies to deliver measurable campaigns that are simpler to buy.

We believe out-of-home advertising holds a strong position in the media mix, offering advertisers a cost-effective medium to reach consumers along their daily journeys in ways that can drive measurable results. According to 2025 Scarborough Research data, over 90% of American adults are on the road each week. Out-of-home’s large, high-impact displays and creative capabilities, such as digital technologies, three-dimensional elements and lighting effects, offer advertisers an impactful way to build brand awareness in select iconic and high-visibility locations, including roadside and airport environments. With its reach and flexibility, out-of-home serves as both a hyper-local, targeted solution and a scaled, mass-reach platform.

Out-of-home continues to undergo a technology-driven transformation. Modern marketers aim to efficiently reach target audiences, quickly adjust messaging and measure campaign impact with greater speed, simplicity and transparency. The growth of digital media and use of audience data enable advertisers to select displays they believe are most likely to reach their target audiences and adjust advertisements based on dynamic factors, such as time of day, weather, breaking news and shifting strategies, making messaging more relevant and effective.

While out-of-home continues to grow alongside urbanization and consumer mobility, other traditional media such as print, linear television and radio are experiencing audience fragmentation and declining ad spend. According to the Omnicom U.S. Advertising Market Model (Winter 2025), previously published under the MAGNA brand, U.S. out-of-home advertising revenues are projected to grow at a 4.0% compound annual rate from 2026 to 2030, while other traditional media are expected to decline. We believe these trends, together with out-of-home’s ability to deliver a viewable advertising experience that cannot be skipped or blocked, enhance out-of-home’s appeal as an advertising medium.

Out-of-home remains a resilient advertising medium with key differentiators that we believe provide stability to our market position. The industry is anchored on a foundation of assets that are difficult to replicate because they are highly regulated, subject to proprietary relationships with exclusivity provisions, and require deep operational expertise. In the U.S., federal, state and local regulations limit the development of new billboard inventory, and numerous signage ordinances make it challenging for new entrants to compete at scale. In airports, the complexity of operating major advertising concessions creates significant hurdles for new players. Airport, transit and street furniture advertising media are often built on exclusive contracts, which require strong relationships with officials and regulatory authorities, as well as specialized expertise in operating municipal concessions.

Shares of Company Common Stock are listed on the NYSE under the symbol “CCO.” Our principal executive offices are located at 4830 North Loop 1604W, Suite 111, San Antonio, Texas 78249. Our telephone number is (210) 547-8800. Our website address is www.clearchanneloutdoor.com. The information contained on, or that can be accessed through, our website is not incorporated by reference into or otherwise part of this proxy statement. Additional information about the Company is contained in our public filings. See the section of this proxy statement titled “Where You Can Find Additional Information.”

Madison Parent Inc.

Madison Parent Inc.
c/o Maples Fiduciary Services (Delaware) Inc.
Suite 302, 4001 Kennett Pike
County of New Castle
Wilmington, DE 19807
United States

Parent is a Delaware corporation formed on February 5, 2026 solely for the purpose of entering into the Merger Agreement, and subject to the terms and conditions thereof, completing the transactions contemplated by the Merger Agreement and the Financing in connection with the Merger. Parent has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement. After the Closing, Parent will be the parent company of the Company.

Madison Merger Sub Inc.

c/o Maples Fiduciary Services (Delaware) Inc.
Suite 302, 4001 Kennett Pike
County of New Castle
Wilmington, DE 19807
United States

Merger Sub is a Delaware corporation and wholly owned subsidiary of Parent formed on February 5, 2026 solely for the purpose of entering into the Merger Agreement, and subject to the terms and conditions thereof, completing the transactions contemplated by the Merger Agreement and the Financing. Merger Sub has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement. Upon the Closing, Merger Sub will cease to exist. At the Effective Time, the surviving corporation will be indirectly owned by members of the Consortium.

For more information, see the section of this proxy statement titled “The Merger — Financing of the Merger.”

THE SPECIAL MEETING

We are furnishing this proxy statement to the Company stockholders as part of the solicitation of proxies by the Company Board for use at the Special Meeting and at any adjournments or postponements thereof.

Date, Time and Place

The Special Meeting will be held virtually on [•], 2026, at [•] [a.m.] / [p.m.], Eastern Time (unless adjourned or postponed to a different date and time). Stockholders will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/CCO2026SM and by using the 16-digit control number included in your proxy materials, where you, or your proxy, will be able to vote electronically and examine the list of stockholders entitled to vote at the Special Meeting during the Special Meeting. The Company is conducting the Special Meeting solely online via the Internet through a live webcast and online stockholder tools.

Purpose of the Special Meeting

At the Special Meeting, Company stockholders will be asked to consider and vote on the following proposals:

•        a proposal to adopt the Merger Agreement (the “Merger Proposal”);

•        a proposal to approve, on an advisory, non-binding basis, the specified compensation that will or may be paid or may become payable to the Company’s named executive officers in connection with the Merger (the “Advisory Compensation Proposal”); and

•        a proposal to adjourn the Special Meeting to a later date or dates, from time to time, if necessary or appropriate, to solicit additional proxies for the Merger Proposal if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”).

A copy of the Merger Agreement is attached as Annex A to this proxy statement.

Recommendation of the Company Board

The Company Board has unanimously (i) determined that it is in the best interests of the Company and the Company stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth therein; (ii) approved the execution and delivery of the Merger Agreement and certain other ancillary agreements by the Company, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and conditions set forth therein; (iii) approved and declared advisable the Support Agreements and the transactions contemplated thereby; (iv) resolved to recommend that the Company stockholders adopt the Merger Agreement in accordance with the DGCL; and (v) directed that the adoption of the Merger Agreement be submitted to the Company stockholders for consideration by the Company stockholders at a meeting thereof. Accordingly, the Company Board recommends that Company stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal, if necessary or appropriate, to solicit additional proxies for the Merger Proposal.

For a discussion of the material factors that the Company Board considered in determining to recommend the adoption of the Merger Agreement, see the section of this proxy statement titled “The Merger — Reasons for the Merger; Recommendation of the Company Board.”

Record Date and Company Stockholders Entitled to Vote

Only Company stockholders of record as of the close of business on [•], 2026, the record date for the Special Meeting, are entitled to receive notice of and to vote the shares of Company Common Stock they held on the record date at the Special Meeting. As of the close of business on the record date, [•] shares of Company Common Stock were issued and outstanding and entitled to be voted at the Special Meeting. On each of the proposals presented at the Special Meeting, each Company stockholder is entitled to one vote for each share of Company Common Stock held by such stockholder on the record date. Assuming a quorum is present, the adoption of the Merger Agreement by the Company stockholders requires the affirmative vote of Company stockholders holding a majority of the outstanding shares of Company Common Stock entitled to vote thereon as of the close of business on the record date.

A list of Company stockholders of record entitled to vote at the Special Meeting will be accessible on the virtual meeting website during the Special Meeting for those attending the Special Meeting and, additionally, for ten days prior to the Special Meeting, at our corporate offices at 4830 North Loop 1604W, Suite 111, San Antonio, Texas 78249.

Quorum

The Company stockholders holding a majority of the total voting power of Company Common Stock entitled to vote and represented in person (virtually) or by proxy will constitute a quorum at the Special Meeting. Votes “withheld,” abstentions and “broker non-votes” are counted as present for purposes of establishing a quorum. If a quorum shall fail to attend the Special Meeting, the chairman of the meeting or the Company stockholders holding a majority of the voting power of the shares of Company Common Stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another time and/or place. The inspector of election appointed for the Special Meeting will determine whether a quorum is present.

If a quorum is not present, the only business that can be transacted at the Special Meeting is the adjournment or postponement of the meeting to another date or time.

Vote Required

Adoption of the Merger Proposal

Assuming a quorum is present, the approval of the Merger Proposal requires the affirmative vote of the Company stockholders holding a majority of the outstanding shares of Company Common Stock entitled to vote as of the close of business on the record date. Accordingly, assuming a quorum is present, shares deemed not in attendance at the Special Meeting (whether due to a holder of record’s failure to vote or a “street name” beneficial holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) and abstentions will have the same effect as a vote “AGAINST” the Merger Proposal.

Under the Merger Agreement, approval of the Merger Proposal by the Company stockholders is a condition to the consummation of the Merger.

Approval of the Advisory Compensation Proposal

Assuming a quorum is present, the approval of the Advisory Compensation Proposal, on an advisory, non-binding basis, requires the affirmative vote of the Company stockholders holding a majority of the outstanding shares of Company Common Stock present, in person or represented by proxy, at the Special Meeting and entitled to vote thereon. Accordingly, assuming a quorum is present, shares deemed not in attendance at the Special Meeting (whether due to a holder of record’s failure to vote or a “street name” beneficial holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) will have no effect on the outcome of the Advisory Compensation Proposal and abstentions will have the same effect as a vote “AGAINST” the Advisory Compensation Proposal.

The vote on the Advisory Compensation Proposal is a vote separate and apart from the vote to adopt the Merger Agreement. Because the vote on the Advisory Compensation Proposal is advisory only, it will not be binding on the Company, the Company Board, Parent or the surviving corporation. Accordingly, because the Company is contractually obligated to pay the compensation, if the Merger Agreement is adopted by the Company stockholders and the Merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the advisory, non-binding vote.

Approval of the Adjournment Proposal

Whether or not a quorum is present at the Special Meeting, the approval of the Adjournment Proposal requires the affirmative vote of the Company stockholders holding a majority of the outstanding shares of Company Common Stock present, in person or represented by proxy, at the Special Meeting and entitled to vote thereon. Accordingly, shares deemed not in attendance at the Special Meeting (whether due to a holder of record’s failure to vote or a “street name” beneficial holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) will have no effect on the outcome of the Adjournment Proposal and abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal.

The vote on the Adjournment Proposal is a vote separate and apart from the vote to adopt the Merger Agreement. The Company does not intend to call a vote on this proposal if the Merger Proposal is approved at the Special Meeting.

Tabulation of Votes; Results

The Company will retain an independent party to receive and tabulate the proxies and ballots, and to serve as the inspector of election to certify the results of the Special Meeting.

Voting Procedures

Whether or not you plan to attend the Special Meeting virtually and regardless of the number of shares of Company Common Stock you own, your careful consideration of, and vote on, the Merger Agreement is important and we encourage you to vote promptly.

If you are a registered owner of shares of Company Common Stock, to ensure that your shares of Company Common Stock are voted at the Special Meeting, we recommend that you promptly submit your proxy, even if you plan to attend the Special Meeting virtually, using one of the following three methods:

•        By Internet.    If you have Internet access, you may submit your proxy by going to www.proxyvote.com and following the instructions on how to complete an electronic proxy card. You will need the control number included on your proxy card in order to authorize a proxy to vote by Internet. Internet voting is available until 11:59 p.m., Eastern Time, on [•], 2026.

•        By Telephone.    If you have access to a touch-tone telephone, you may submit your proxy by calling the telephone number specified on your proxy card and by following the recorded instructions. You will need the control number included on your proxy card in order to authorize a proxy to vote by telephone. Telephone voting is available until 11:59 p.m., Eastern Time, on [•], 2026.

•        By Mail.    You may authorize a proxy to vote by mail by requesting a proxy card from us, indicating your vote by completing, signing and dating the proxy card where indicated on the proxy card and by mailing or otherwise returning the proxy card in the envelope that will be provided to you therewith. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), please indicate your name and title or capacity.

The Internet and telephone procedures for submitting proxies are designed to authenticate your identity and to allow you to cause your shares of Company Common Stock to be voted for the matters brought before the Special Meeting as described in this proxy statement and confirm that your proxy has been properly recorded.

If you submit your proxy via the Internet, by telephone or by completing, signing and returning the accompanying proxy card by mail, the persons named as proxies will vote your shares according to your instructions. If you are a stockholder with shares of Company Common Stock registered in your name and submit your proxy but do not direct the persons named as proxies how to vote your shares on a proposal to be brought before the Special Meeting, the persons named as proxies will vote your shares in favor of the Merger Proposal, the Advisory Compensation Proposal and the Adjournment Proposal.

If a beneficial owner of shares of Company Common Stock held in “street name” by a bank, broker or other nominee does not provide the organization that holds its shares with specific voting instructions, then, under applicable rules, the organization that holds its shares may generally vote on “discretionary” matters but cannot vote on “non-discretionary” matters. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy voting upon one or more matters for which the applicable rules provide discretionary authority or for which voting instructions have been provided but do not vote on a particular proposal because they do not have discretionary authority to vote on that matter and have not received specific voting instructions on that matter from the beneficial owner of relevant shares. The Company does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary

authority to vote on proposals that are considered routine, whereas each of the proposals to be presented at the Special Meeting is expected to be considered non-routine. As a result, no broker will be permitted to vote your shares of Company Common Stock at the Special Meeting without receiving instructions. Failure to instruct your bank, broker or other nominee as to how to vote your shares of Company Common Stock will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

If you are a beneficial owner of shares of Company Common Stock held in “street name” by a bank, broker or other nominee, you must follow the instructions from your bank, broker or other nominee in order to vote your shares. If you follow the instructions from your bank, broker or other nominee for voting your shares, then your bank, broker or other nominee will vote your shares according to your instructions. Under applicable rules, your bank, broker or other nominee has authority to vote your shares only if you provide instructions on how to vote by properly completing the voting instruction form sent to you by your bank, broker or other nominee with this proxy statement. If you do not provide voting instructions to your bank, broker or other nominee on a proposal to be brought before the Special Meeting, your shares will not be voted on that proposal, and if you do not provide voting instructions on any of the proposals to be brought before the Special Meeting, your shares will not be deemed to be in attendance at the meeting.

Revocation of Proxies

If you are a holder of record, you may change your vote or revoke your proxy at any time before your shares are voted at the Special Meeting, as applicable, by (i) mailing a proxy card dated later than your last submitted proxy card, (ii) authorizing a new proxy to vote on a later date on the Internet or by telephone (it being understood that only your latest Internet or telephone proxy submitted prior to the Special Meeting will be counted), (iii) notifying the Company’s Corporate Secretary in writing or (iv) voting during the Special Meeting (attendance at the Special Meeting will not, by itself, revoke the proxy). If your shares are held beneficially in “street name,” you should follow the instructions provided by your broker, bank or other nominee to change your vote or revoke your proxy.

Any adjournment, postponement or other delay of the Special Meeting, including for the purpose of soliciting additional proxies for the Merger Proposal, will allow stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned, postponed or delayed.

Voting at the Special Meeting

The Special Meeting will be held virtually at www.virtualshareholdermeeting.com/CCO2026SM. There will be no physical location for stockholders to attend. You will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/CCO2026SM and using the 16-digit control number included in your proxy materials.

•        Stockholders of record:    If you are a holder of record, in order to participate in the Special Meeting, you will need your 16-digit control number included on the proxy card previously distributed to you. If you are a holder of record, you may vote electronically during the Special Meeting by following the instructions available on www.virtualshareholdermeeting.com/CCO2026SM.

•        Stockholders holding shares in “street” name:    If your shares are beneficially held in “street name” through a brokerage firm, bank, trust or other similar organization and you do not have a 16-digit control number, in order to participate in the Special Meeting, you must first obtain a legal proxy from your broker, bank or other nominee reflecting the number of shares of Company Common Stock you held as of the record date, your name and email address. If you beneficially hold your Company Common Stock in “street name,” you must obtain the appropriate documents from your broker, bank, trustee, or nominee, giving you the right to vote the shares at the Special Meeting.

Instructions on how to attend and participate in the Special Meeting via the webcast are posted at www.virtualshareholdermeeting.com/CCO2026SM.

You should ensure that you have a strong Internet connection and allow plenty of time to log in and ensure that you can hear streaming audio prior to the start of the Special Meeting. We encourage you to access the meeting prior to the start time to allow ample time to complete the online check-in process. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be provided on the log-in page.

If you beneficially hold your Company Common Stock in “street name,” you must obtain the appropriate documents from your broker, bank, trustee, or nominee, giving you the right to vote the shares at the Special Meeting. For beneficial owners of shares of Company Common Stock held in “street name,” in addition to providing identification as outlined for holders of record above, you will need a legal proxy from your broker or a recent brokerage statement or letter from your broker reflecting your stock ownership as of the record date. Please note, however, that unless you have a legal proxy from your bank, broker or other nominee, you will not be able to vote any shares beneficially held in “street name” virtually at the Special Meeting. Please note that even if you plan to attend the Special Meeting, we recommend that you submit a proxy by Internet, telephone or by mail, using the accompanying proxy card in advance, to ensure that your shares will be represented.

Solicitation of Proxies

The Company will bear the cost of soliciting proxies, including the expense of preparing, printing and distributing this proxy statement. In addition to soliciting proxies by mail, telephone or electronic means, we may request banks, brokers and other nominees to solicit their customers who have Company Common Stock registered in their names and will, upon request, reimburse them for the reasonable, out-of-pocket costs of forwarding proxy materials in accordance with customary practice and SEC and NYSE regulations. We may also use the services of our directors, officers and other employees to solicit proxies, personally, by telephone or by electronic means, without additional compensation. In addition, the Company has retained Innisfree M&A Incorporated to solicit proxies at a total cost to the Company of approximately $30,000.

Adjournments

Whether or not a quorum is present at the Special Meeting, the Special Meeting may be adjourned from time to time to another time and/or place under our Bylaws by the chair of the meeting or by the Company stockholders holding a majority of the outstanding shares of Company Common Stock entitled to vote who are present, in person or by proxy. Under our Bylaws, notice need not be given of any such adjournment of less than 30 days if the time and place thereof are announced at the meeting at which the adjournment is taken, unless after the adjournment a new record date is fixed for the adjourned meeting. At the adjourned special meeting, the Company may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present virtually and vote at such adjourned meeting will be given to each holder of record entitled to receive notice of the meeting. All proxies will be voted in the same manner as they would have been voted at the original convening of the Special Meeting, except for any proxies that have been validly revoked or withdrawn prior to the time such proxies are voted at the reconvened meeting.

The Adjournment Proposal set forth in this proxy statement relates only to an adjournment of the Special Meeting for purposes of soliciting additional proxies for the Merger Proposal. The Company retains full authority to the extent set forth in its Bylaws and Delaware law to adjourn the Special Meeting for any other purpose, or to postpone the Special Meeting before it is convened, without the vote or consent of any of the Company stockholders.

Voting by the Company’s Directors and Executive Officers

As of the record date for the Special Meeting, the directors and executive officers of the Company beneficially owned in the aggregate approximately [•] shares of Company Common Stock, or approximately [•]% of the outstanding shares of Company Common Stock. Our directors and executive officers have informed us that, as of the date of this proxy statement, they intend to vote all of their respective shares of Company Common Stock (1) “FOR” the Merger Proposal, (2) “FOR” the Advisory Compensation Proposal and (3) “FOR” the Adjournment Proposal.

Certain of the Company’s directors and executive officers have interests in the Merger that may be different from, or in addition to, those of the Company stockholders generally. For more information, see the section of this proxy statement titled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger.”

Support Agreements

In connection with the execution of the Merger Agreement, certain Company stockholders have executed the Support Agreements in favor of Parent concurrently with the execution of the Merger Agreement. In aggregate, Company stockholders holding approximately 48% of the outstanding shares of Company Common Stock as of March 20, 2026 have entered into Support Agreements to vote in favor of the approval and adoption of the Merger Agreement. The adoption of the Merger Agreement by the affirmative vote of the Company stockholders holding a majority of the outstanding shares of Company Common Stock entitled to vote at the Special Meeting is the only vote or approval of the holders of any of the Company’s capital stock necessary to adopt the Merger Agreement and consummate the Merger. The Support Agreements terminate upon a Company Board Recommendation Change. For more information, see the section of this proxy statement titled “Support Agreements.”

Assistance

If you need assistance in completing your proxy card or have questions regarding the Special Meeting, please contact our proxy solicitor:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Company stockholders may call toll free: (877) 825-8793
Banks and Brokers may call collect: (212) 750-5833

PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

As discussed elsewhere in this proxy statement, at the Special Meeting, Company stockholders will consider and vote on a proposal to adopt the Merger Agreement (referred to as the “Merger Proposal”). The Merger cannot be completed without the adoption of the Merger Agreement by the requisite vote of the Company stockholders. You are urged to carefully read this proxy statement in its entirety for more detailed information concerning the Merger Agreement and the Merger, including the information set forth under the sections of this proxy statement titled “The Merger” and “The Merger Agreement.” A copy of the Merger Agreement is attached as Annex A to this proxy statement. You are urged to read the Merger Agreement carefully and in its entirety.

Assuming a quorum is present, the approval of the Merger Proposal requires the affirmative vote of the Company stockholders holding a majority of the outstanding shares of Company Common Stock as of the close of business on the record date. Accordingly, assuming a quorum is present, shares deemed not in attendance at the Special Meeting (whether due to a holder of record’s failure to vote or a “street name” beneficial holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) and abstentions will have the same effect as a vote “AGAINST” the Merger Proposal.

The Company Board unanimously recommends a vote “FOR”
the approval of the Merger Proposal.

PROPOSAL 2: APPROVAL OF THE ADVISORY COMPENSATION PROPOSAL

Pursuant to Section 14A of the Exchange Act, the Company is required to submit a proposal to the Company stockholders to approve, on an advisory, non-binding basis, the “golden parachute” compensation payments that will or may be made by the Company to its named executive officers in connection with the Merger. This proposal, commonly known as a “say on golden parachute” proposal, gives the Company stockholders the opportunity to vote on an advisory, non-binding basis on the “golden parachute” compensation payments that will or may be paid by the Company to its named executive officers in connection with the Merger (referred to as the “Advisory Compensation Proposal”).

The “golden parachute” compensation that the Company’s named executive officers will or may be entitled to receive from the Company in connection with the Merger is summarized in the table that appears in the section of this proxy statement titled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger — Quantification of Payments and Benefits.” Such summary, in tabular form, includes the compensation and benefits that will or may be paid by the Company to its named executive officers in connection with the Merger.

The Company Board encourages you to review carefully the “golden parachute” compensation information disclosed in this proxy statement.

The Company Board unanimously recommends that the Company stockholders approve the following resolution:

“RESOLVED, that the stockholders approve, on an advisory (non-binding) basis, the compensation that will or may become payable by the Company to its named executive officers in connection with the Merger, as disclosed pursuant to Item 402(t) of Regulation S-K in the Quantification of Payments and Benefits table and the related narrative disclosures.”

Assuming a quorum is present, the approval of the Advisory Compensation Proposal requires the affirmative vote of the Company stockholders holding a majority of the outstanding shares of Company Common Stock present, in person or represented by proxy, at the Special Meeting and entitled to vote thereon. Accordingly, assuming a quorum is present, shares of Company Common Stock deemed not in attendance at the Special Meeting (whether due to a holder of record’s failure to vote or a “street name” beneficial holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) will have no effect on the outcome of the Advisory Compensation Proposal and abstentions will have the same effect as a vote “AGAINST” the Advisory Compensation Proposal.

The vote on the Advisory Compensation Proposal is a vote separate and apart from the vote on the Merger Proposal. Since the vote on the Advisory Compensation Proposal is advisory only, it will not be binding on either Parent or the Company. Accordingly, if the Merger Proposal is approved and the Merger is consummated, the compensation payments that are contractually required to be paid by the Company to its named executive officers will or may be paid, subject only to the conditions applicable thereto, regardless of the outcome of the advisory (non-binding) vote of the Company stockholders on the Advisory Compensation Proposal.

The Company Board unanimously recommends a vote “FOR”
the approval of the Advisory Compensation Proposal.

PROPOSAL 3: ADJOURNMENT PROPOSAL

We are asking that you approve a proposal to adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies for the Merger Proposal if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal (referred to as the “Adjournment Proposal”). As of the date of this proxy statement, the Company Board knows of no matters that will be presented for consideration at the Special Meeting other than as described in this proxy statement.

The Company is asking Company stockholders to authorize the holder of any proxy solicited by the Company Board to vote in favor of any adjournment of the Special Meeting, if necessary or appropriate, as determined by the Company, to solicit additional proxies for the Merger Proposal if there are not sufficient votes to approve the Merger Proposal at the time of the Special Meeting.

Whether or not a quorum is present, the approval of the Adjournment Proposal requires the affirmative vote of the Company stockholders holding a majority of the outstanding shares of Company Common Stock present, in person or represented by proxy, at the Special Meeting and entitled to vote thereon. Accordingly, shares deemed not in attendance at the Special Meeting (whether due to a holder of record’s failure to vote or a “street name” beneficial holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) will have no effect on the outcome of the Adjournment Proposal and abstentions will have the same effect as a vote “AGAINST” the Adjournment Proposal.

The vote on the Adjournment Proposal is a vote separate and apart from the vote to adopt the Merger Agreement. The Company does not intend to call a vote on this proposal if the Merger Proposal is approved at the Special Meeting.

The Company Board unanimously recommends a vote “FOR”
the approval of the Adjournment Proposal.

THE MERGER

General Description of the Merger

The Company, Parent and Merger Sub entered into the Merger Agreement on February 9, 2026. A copy of the Merger Agreement is included as Annex A to this proxy statement. On the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub will be merged with and into the Company, the separate corporate existence of Merger Sub will thereupon cease, and the Company will continue as the surviving corporation of the Merger and as a wholly owned subsidiary of Parent.

At the Effective Time, and without any action by any Company stockholder, except as otherwise expressly agreed to in writing prior to the Effective Time by Parent and a Company stockholder, each share of Company Common Stock that is issued and outstanding as of immediately prior to the Effective Time (other than any shares of Company Common Stock held by the Company as treasury stock, any shares of Company Common Stock owned by Parent or any wholly owned subsidiary of the Company or Parent (including Merger Sub), or any shares of Company Common Stock as to which holders (or, to the extent applicable, beneficial owners thereof) have properly exercised their statutory rights of appraisal in accordance with Section 262 of the DGCL) will be automatically cancelled, extinguished and converted into the right to receive the Merger Consideration.

Background of the Merger

In 2019, the Company completed its separation from iHeartMedia, Inc., and the Company became a standalone public company with the Company Common Stock listed on the NYSE. Since that time, the Company has faced limitations on its operational flexibility due to its leverage profile. In 2021, in response, the Company Board determined that it would be in the best interest of the Company and the Company stockholders to commence a strategic review process to evaluate potential value-maximizing opportunities (the “Strategic Review Process”), which included a review of strategic alternatives for the Company’s international businesses as part of a broader strategy to focus on the Company’s more profitable U.S. operations, improve organic cash flow and reduce leverage. The Company Board engaged Moelis and Deutsche Bank in connection with the evaluation of potential divestitures of the Company’s European businesses and Moelis in connection with the evaluation of potential divestitures of the Company’s Latin American businesses. By early 2025, the Company had announced or consummated transactions with respect to nearly all 20 international markets in which the Company operated, other than with respect to the Company’s operations in Spain. The Spanish Divestiture (as defined below) was announced in September 2025.

In early 2025, the Company decided to broaden the Strategic Review Process by exploring additional potential strategic alternatives to the Company’s standalone plan, with the goal of increasing profitability and further delevering its balance sheet. In connection therewith, the Company Board determined to retain one or more financial advisors. The Company Board had previously met with representatives of each of Morgan Stanley and Moelis on multiple occasions since 2023 and had engaged Moelis in connection with the international divestiture processes described above. After discussing the respective qualifications of various firms, the Company Board determined to work with the Company Financial Advisors in connection with the broadened Strategic Review Process given their respective experience advising on advertising industry transactions and advising public companies in connection with similar strategic review processes and its familiarity with the Company’s businesses.

Between February 2025 and April 2025, the Company Board, with the assistance of the Company Financial Advisors, reviewed the Company’s prospects on a standalone basis, as well as certain potential strategic alternatives available to the Company, including: (i) a sale of equity securities or rights to raise capital, (ii) barter and other strategic transactions with strategic counterparties (including potential asset-for-equity exchanges or other potential investment structures providing for a right of use with respect to certain assets), (iii) joint venture transactions, (iv) a separation of the Company into a property holding company and operating company structure and (v) a sale of the Company or sales of assets of the Company to either a strategic or non-strategic counterparty.

On March 6, 2025, a special meeting of the Company Board was held, with representatives of each of the Company’s management, the Company Financial Advisors and Kirkland & Ellis LLP (“Kirkland”), external legal counsel to the Company and the Company Board, in attendance. At that meeting, representatives of each of the Company’s management and the Company Financial Advisors updated the Company Board on the status of the Strategic Review Process and noted they would provide continued periodic updates going forward.

On April 30, 2025, a special meeting of the Company Board was held, with representatives of each of the Company’s management, the Company Financial Advisors and Kirkland in attendance. At that meeting, representatives of each of the Company’s management and the Company Financial Advisors updated the Company Board on the status of the Strategic Review Process, including reviewing with the Company Board potential counterparties who might be interested in potential joint venture or barter transactions with the Company. The Company Board engaged in a discussion regarding the materials provided in advance of the meeting, discussing that the Company likely needed additional scale to achieve its strategic goals and that certain existing structural and financial limitations, such as the Company’s leverage profile, made achieving such greater scale more challenging. Notwithstanding the limited impact on improving the Company’s leverage profile, the Company Board determined that a joint venture and/or barter transaction could be an effective means of improving stockholder value. The Company Board then directed the Company Financial Advisors and the Company’s management to commence outreach to potential counterparties identified by the Company’s management and the Company Financial Advisors regarding joint venture and barter transactions, while remaining open to considering other strategic alternatives as they might arise.

In May 2025, as directed by the Company Board, the Company Financial Advisors commenced outreach to potential counterparties with respect to a potential joint venture or barter transaction. Over the following months, representatives of the Company Financial Advisors contacted 18 parties regarding a potential joint venture and 24 parties regarding a potential barter transaction.

With respect to the joint venture process, 16 parties declined and two parties, an infrastructure-focused investment firm (“Sponsor A”) and a global alternative investment firm (“Sponsor B”), submitted preliminary indications of interest. Between May 2025 and July 2025, the Company executed customary non-disclosure agreements with Sponsor A and Sponsor B, each of which contained a standstill provision prohibiting the counterparty from making unsolicited public offers to acquire the Company, which standstill provisions terminated upon the announcement of the Merger Agreement with the Consortium. With respect to the barter process, 22 parties declined, while a publicly traded company in the media and entertainment industry (“Company A”) and a publicly traded company in the consumer electronics industry (“Company B”) expressed potential interest. No party contacted as part of the joint venture or barter process, including Sponsor A and Sponsor B, expressed interest in an acquisition of the entire Company at such time.

On May 29, 2025, a regular meeting of the Company Board was held, with representatives of each of the Company’s management, the Company Financial Advisors and Kirkland in attendance. Representatives of the Company’s management reviewed the Company’s regulatory approval process for the sale of its Brazilian assets and its ongoing sale process for the Company’s assets and operations in Spain (the “Spanish Divestiture”). Representatives of the Company Financial Advisors also provided an update on the Strategic Review Process, noting the progress and responses received in response to the above-mentioned outreach from the Company Financial Advisors.

On June 24, 2025, a special meeting of the Company Board was held, with representatives of each of the Company’s management, the Company Financial Advisors and Kirkland in attendance. Representatives of the Company Financial Advisors provided an update on the Strategic Review Process, noting the limited interest the Company had received to-date regarding a potential joint venture or barter transaction on the terms prepared by the Company. Representatives of the Company Financial Advisors agreed to provide the Company Board with a further update on the Strategic Review Process at the regularly scheduled July meeting of the Company Board.

On July 23, 2025, a regular meeting of the Company Board was held, with representatives of each of the Company’s management, the Company Financial Advisors and Kirkland in attendance. Representatives of the Company’s management reviewed with the Company Board the Company’s ongoing sale process for the Spanish Divestiture, including the second-round bids received from various counterparties. Representatives of the Company Financial Advisors provided an update on the Strategic Review Process, noting that the Company had only received one proposal from Sponsor B for a joint venture transaction to-date, and that two counterparties remained interested in potential barter transactions. The Company Board directed management and the Company Financial Advisors to continue negotiating term sheets or other applicable documentation with Sponsor A and Sponsor B regarding a potential joint venture. The Company Board, with the assistance of the Company Financial Advisors, discussed that barter transactions, if successful, would likely have limited impact on the Company’s leverage profile and that any joint venture transactions might be hampered by the limited number of actionable opportunities available on the market on the Company’s proposed terms.

During the Strategic Review Process, representatives of the Company’s management and the Company Financial Advisors were contacted on an unsolicited basis from time to time by certain Company stockholders, who communicated potential interest in supporting the Company, including through capital raise transactions and stock repurchase at a discounted price per share. The Company Board and Company Financial Advisors evaluated these potential transactions at a discounted price per share along with the other strategic alternatives as a part of the Strategic Review Process. No specific transactions or terms were proposed by any of these stockholders.

In August 2025, Wade Davis communicated to a representative of the Company Financial Advisors that an investor consortium comprised of Mubadala Capital and certain other persons (collectively, as used in this section, the “Consortium”) would be interested in pursuing a potential acquisition of the Company and requested a meeting with representatives of the Company’s management to discuss further. The expression of interest was subsequently communicated to Scott Wells, the Company’s Chief Executive Officer, and Ben Moreland, the Chairman of the Company Board.

Between July 2025 and September 2025, the Company continued its sale process with respect to the Spanish Divestiture, including discussions with Atresmedia Corporacion de Medios de Comunicacion, S.A. (“Atresmedia”) as a potential buyer.

On September 4, 2025, a special meeting of the Company Board was held, with representatives of each of the Company’s management, Moelis and Deutsche Bank (which acted as one of the Company’s financial advisors in connection with the Spanish Divestiture) in attendance. At that meeting, representatives of each of the Company’s management, Moelis and Deutsche Bank updated the Company Board on the finalization of discussions with Atresmedia regarding the Spanish Divestiture and reviewed with the Company Board the terms of the substantially final purchase agreement with Atresmedia in respect of the Spanish Divestiture. Following the meeting, at the direction of the Company Board and pursuant to resolutions in respect thereof, the Company entered into the definitive transaction agreement with Atresmedia Corporacion de Medios de Comunicacion, S.A. for the Spanish Divestiture. The Spanish Divestiture was subsequently announced on September 8, 2025.

On September 9, 2025, the Company hosted an investor day (the “Investor Day”) and announced its strong financial performance, including an increase in revenue as a result of the Company’s portfolio optimization. On that same day, Mr. Davis and Samuel Merksamer of Mubadala Capital held an initial meeting with Mr. Wells and Mr. Moreland during which Mr. Davis and Mr. Merksamer expressed interest in submitting an offer to acquire all of the outstanding shares of the Company Common Stock in a going-private transaction. Consistent with the Company Board’s previous instruction to consider strategic alternatives as they arose, the Company agreed to consider providing certain non-public information to the Consortium (subject to entering into a non-disclosure agreement on customary terms) in order to facilitate the Consortium submitting an initial indication of interest.

On September 23, 2025, the Company entered into a non-disclosure agreement with MIC Capital Management UK LLP, an affiliate of Mubadala Capital, relating to a potential transaction involving the Company, which contained, among other things, a standstill provision effective for a period of nine months, which standstill would terminate in the event a third party entered into a definitive agreement with the Company to acquire more than 50% of the outstanding capital stock of the Company or more than 50% of the consolidated assets of the Company and its subsidiaries.

On September 29, 2025, a special meeting of the Company Board was held, with representatives of each of the Company’s management, the Company Financial Advisors and Kirkland in attendance. At that meeting, representatives of the Company Financial Advisors updated the Company Board on the status of the Strategic Review Process and the various potential strategic alternatives (including discussions regarding a sale of the Company with the Consortium, joint venture transactions with Sponsor A or Sponsor B and barter transactions with Company A or Company B). Representatives of the Company Financial Advisors also provided to the Company Board certain preliminary financial analyses (prepared by Morgan Stanley) of the Company and potential transactions with counterparties based on publicly available information. As part of its quarterly review process, the Company Board was provided with and reviewed management’s long-range forecast and certain other additional financial information which had initially been prepared for the recent Investor Day presentation (as further discussed and set forth in the section of this proxy statement titled “— Certain Company Management Projections”). Separately, the Management Projections (as defined herein) were later prepared in October 2025, and a subset of the Management Projections (with respect to fiscal years 2025 to 2028) were provided to the Consortium in connection with the Consortium’s due diligence process, which primarily took place between late October 2025

and early November 2025. The Management Projections were also later provided to the Company Financial Advisors for their use and reliance in connection with their financial analyses and opinions (as further discussed in the sections of this proxy statement titled “— Opinions of the Company Financial Advisors” and “— Certain Company Management Projections”). Representatives of the Company’s management notified the Company Board that they expected to receive an initial indication of interest from the Consortium in the coming days with respect to a potential going-private transaction. The Company Board then instructed each of the Company’s management and the Company Financial Advisors to continue engaging with the Consortium, while simultaneously continuing discussions with Sponsor A, Sponsor B, Company A and Company B regarding the other potential strategic opportunities.

On September 30, 2025, a meeting was held among Mr. Wells, David Sailer, the Company’s Chief Financial Officer, and representatives of the Consortium, during which the attendees further discussed a potential transaction between the Company and the Consortium and engaged in due diligence discussions relating to the Company and its operations.

On October 3, 2025, a follow-up meeting was held, with Mr. Wells and representatives of the Consortium in attendance. During the meeting, Mr. Wells, Mr. Davis, Mr. Merksamer and other representatives of the Consortium further discussed a potential transaction. Representatives of the Consortium indicated at the meeting that a letter of intent would be forthcoming and that they expected their offer price to be in the range of $2.00 and $2.40 per share of Company Common Stock, noting that they believed that they needed to invest significant equity capital to delever the business. Representatives of the Consortium indicated they would also be requesting a four-week exclusivity period.

On October 9, 2025, the Consortium sent the Company a non-binding indication of interest with respect to a potential acquisition of the Company (the “October 9 Letter”), which included an all-cash offer in a price range of $2.00 to $2.40 per share of the Company Common Stock, representing a premium of 54% to 85% to the closing share price of $1.30 as of October 10, 2025, and an implied premium of 85% to 122% to the 60-day volume weighted average price of $1.08. The October 9 Letter stated that the Consortium believed it could narrow the price range to the higher end of the range upon receiving additional due diligence information and requested a four-week exclusivity period to complete due diligence, finalize its offer and obtain financing commitments. The October 9 Letter identified Guggenheim Securities, LLC (“Guggenheim”) and Freshfields LLP (“Freshfields”) as the Consortium’s financial and legal advisors, respectively, and stated that the Consortium did not expect to need additional equity financing from other third parties and that it expected to have fully committed debt and equity commitments.

On October 13, 2025, a special meeting of the Company Board was held, with representatives of each of the Company’s management, the Company Financial Advisors and Kirkland in attendance. At that meeting, representatives of the Company’s management, with the assistance of representatives of each of the Company Financial Advisors and Kirkland, updated the Company Board on the status of the potential transaction with the Consortium as well as other potential strategic alternatives. Representatives of the Company Financial Advisors reviewed with the Company Board the proposal contained in the October 9 Letter and reviewed with the Company Board a preliminary public trading comparables analysis based on Wall Street consensus analyst estimates for the Company. The Company Financial Advisors also discussed various potential responses to the proposal contained in the Consortium’s October 9 Letter, including with respect to the request for four weeks of exclusivity. The Company Board then discussed with representatives of each of the Company Financial Advisors and Kirkland various potential processes and approaches to a going-private transaction, including whether to conduct proactive pre-exclusivity outreach to other potential bidders. The Company Board then reviewed with the Company Financial Advisors certain financial sponsors and strategic companies that the Company Financial Advisors believed might be interested in, and capable of, pursuing an acquisition of the Company. Representatives of Kirkland then reviewed with the Company Board their fiduciary duties in connection with a potential strategic transaction, including in the context of a going-private transaction, and discussed related legal considerations. Following discussion, the Company Board directed each of the Company’s management and the Company Financial Advisors to continue engaging with both the Consortium and other potential strategic transaction counterparties, but instructed the Company Financial Advisors to notify the Consortium that the price range in their October 9 Letter was below the level at which the Company Board would be willing to transact and therefore was not willing to grant exclusivity at this time; however, the Company Board would be willing to provide additional due diligence information (including Management Projections) to assist the Consortium in submitting a revised proposal at an increased price. The Company Board

also determined not to reach out to other potential bidders at this time due to the potential detrimental impact on the Company’s business and on the possibility of a transaction with the Consortium. The Company Board also noted that many of the other potentially interested parties were previously contacted as part of the process relating to potential joint venture or barter transactions and had not expressed interest in an acquisition of the Company during those discussions.

As directed by the Company Board, between October 13, 2025 and October 17, 2025, representatives of the Company Financial Advisors had calls with representatives of the Consortium (including Guggenheim) during which representatives of the Company Financial Advisors conveyed that the Company was not willing to transact within the price range proposed in the October 9 Letter and, therefore, would not at this time offer the Consortium exclusivity, but that the Company would share a subset of the Management Projections (with respect to fiscal years 2025 to 2028) and provide other due diligence information in order to enable the Consortium to submit an increased proposal.

Also on October 17, 2025, Bloomberg published an article stating that Mubadala Capital was exploring an acquisition of the Company (the “Bloomberg Article”). Following publication of the Bloomberg Article, between October 20, 2025 and October 30, 2025, four parties reached out to the Company on an unsolicited basis to express interest in a potential acquisition of the Company, as further described below.

On October 20, 2025, a large-scale private equity firm (“Sponsor C”) reached out to representatives of the Company Financial Advisors on an unsolicited basis to express potential interest in acquiring the Company. Sponsor C was previously solicited by the Company in the joint venture process and had signed a non-disclosure agreement and received confidential information, but thereafter declined to participate further in the joint venture process. Representatives of the Company Financial Advisors indicated to Sponsor C that the Company had not elected to run a formal sale process, but that the Company and the Company Board were always open to considering paths to stockholder value creation and would evaluate any proposals submitted. Sponsor C did not submit a proposal or request additional non-public information.

On October 21, 2025, the chief executive officer of a company in the advertising industry (“Company C”) called Mr. Wells on an unsolicited basis and raised the idea of combining certain parts of Company C’s business with that of the Company. Representatives of the Company Financial Advisors separately had a discussion on the same day with the chief executive officer of Company C where he outlined the financial profile of certain parts of Company C’s business and the economic points of a potential transaction, including pro forma ownership, net leverage and expected post-closing governance. Company C did not express interest in an acquisition of the entire Company at such time.

On October 23, 2025, a large-scale private equity firm (“Sponsor D”) reached out to representatives of the Company Financial Advisors to express interest in providing acquisition financing to Mubadala Capital and any other parties that may be interested in acquiring the Company.

Also on October 23, 2025, the chief executive officer of a company in the advertising industry (“Company D”) reached out to Mr. Wells, and a financial sponsor (“Sponsor E”) separately reached out to representatives of the Company Financial Advisors, in each case to indicate interest in a potential acquisition of the Company. The Company Financial Advisors indicated to Sponsor E that the Company had not elected to run a formal sale process, but that the Company and the Company Board were always open to considering paths to stockholder value creation and would evaluate any proposals submitted. Neither Sponsor E nor Company D submitted any offer or requested any non-public information or additional discussions with representatives of the Company’s management after such date.

On October 29, 2025, a regular meeting of the Company Board was held, with representatives of each of the Company’s management, the Company Financial Advisors and Kirkland in attendance. At that meeting, representatives of the Company’s management, with the assistance of the Company Financial Advisors, reviewed and provided a subset of the Management Projections (with respect to fiscal years 2025 to 2028) to the Company Board and provided a further update on the status of discussions with the Consortium and inbound contacts received from other parties following the publication of the Bloomberg Article, as well as the status of discussions with counterparties regarding joint venture and barter transactions. The Company Board, with the assistance of the Company Financial Advisors, also discussed other potential deleveraging transactions including a debt for equity exchange and potential equity offerings. The Company Financial Advisors reviewed with the Company Board the

terms of the offer outlined by Company C on October 21, 2025, including the potential pro forma ownership, the limited deleveraging opportunity offered by such a transaction and the potential that the combined company would trade at a lower multiple given the asset profile of certain parts of Company C’s business. The Company Board determined to continue engaging with the Consortium and Company C and to consider other potential transactions as they arose.

Between mid-October 2025 and November 2025, the Consortium continued to conduct business, legal and financial due diligence. On November 5, 2025, a meeting was held among representatives of the Consortium, the Company’s management, and the financial advisors of both parties to discuss key business due diligence topics, including (among others) operations, go-to-market strategy, budgeting and financials.

On November 10, 2025, a special meeting of the Company Board was held, with representatives of the Company’s management in attendance. At that meeting, representatives of the Company’s management provided a further update on the status of the Consortium’s due diligence process as well as the various strategic alternatives under consideration and related discussions with potential counterparties, including Company C. The discussion of Company C’s proposal to combine certain parts of its business with the Company included the challenges facing this transaction, such as proposed value (e.g., the risk of multiple compression and the limited deleveraging offered by this transaction) and regulatory approval risks and the Company Board considered soliciting interest from certain other potentially interested strategic partners in light of such challenges inherent in the Company C proposal.

On November 26, 2025, Mr. Wells and Mr. Davis discussed via teleconference the status of the Consortium’s due diligence review and timing for a revised proposal from the Consortium. Mr. Davis noted he was finalizing views among the members of the Consortium and expected to revert with a proposal in the next few days.

On December 4, 2025, Mr. Wells and Mr. Davis discussed via teleconference the timing of the Consortium’s revised proposal. Mr. Davis noted that a new indication of interest would be sent later that day.

Also on December 4, 2025, the Consortium submitted a revised non-binding proposal, dated December 3, 2025 (the “December 3 Letter”), with respect to a potential acquisition of the Company for $2.35 per share in cash for 100% of the outstanding Company Common Stock. The proposed price represented a 65% premium to the unaffected closing price of Company Common Stock on October 16, 2025, the day before publication of the Bloomberg Article. The December 3 Letter noted that this offer reflected the due diligence work done by the Consortium to-date and was accompanied with a verbal request to speak with certain Company stockholders regarding their potential support of a transaction. The December 3 Letter requested a four-week exclusivity period for the Consortium to complete due diligence and finalize definitive transaction documentation. The December 3 Letter also attached a letter from J.P. Morgan Securities LLC (“J.P. Morgan”) in respect of the Consortium’s debt financing which expressed a high level of confidence in J.P. Morgan’s ability to underwrite and provide debt financing to the Consortium sufficient to consummate the proposed transaction.

On December 8, 2025, a special meeting of the Company Board was held with representatives of each of the Company’s management, the Company Financial Advisors and Kirkland in attendance. Among other things, representatives of the Company’s management, with the assistance of representatives of each of the Company Financial Advisors and Kirkland, reviewed with the Company Board the Consortium’s revised proposal contained in the December 3 Letter. The Company Financial Advisors also reviewed with the Company Board certain preliminary valuation analyses based on the Management Projections and the street case with respect to the Company and the Consortium’s revised proposal. Following such discussion, the Company Board directed management and the Company Financial Advisors to convey to the Consortium that the proposed price of $2.35 per share was too low and that the Company Board was not prepared to transact (or offer exclusivity) at this valuation. The Company Board directed the Company Financial Advisors to make a counterproposal of $2.65 per share and to communicate that other deal terms such as exclusivity would be negotiated only following an agreement on price. After discussion regarding the December 3 Letter, the Company Board considered whether to conduct targeted outreach to other potentially interested parties in addition to countering the Consortium’s proposal. The Company Board discussed the Consortium’s reaction to the Bloomberg Article, including a firm unwillingness to be used as a “stalking horse” for an auction of the Company, as well as the potential disruption that could result from additional leaks about a sale process. Following this discussion, the Company Board determined to not engage in proactive outreach at that time, but to continue to insist on a robust post-signing go-shop in the event a definitive agreement was reached with the Consortium.

On December 9, 2025, representatives of the Company Financial Advisors presented an “advocacy” deck to the Consortium to support the Company Board’s request for a higher price and presented the Company Board’s price counter.

Later in the day on December 9, 2025, the Consortium submitted a revised proposal in a non-binding offer letter with respect to a potential business combination between the Company and the Consortium (the “December 9 Letter”) which included a proposed purchase price of $2.43 per share for 100% of the outstanding Company Common Stock, representing an approximately 71% premium to the unaffected closing price on October 16, 2025, as well as a reference to a prior request for a four-week exclusivity period. The December 9 Letter noted that the $2.43 per share represented the Consortium’s “best and final” offer for the Company.

On December 12, 2025, a special meeting of the Company Board was held, with representatives of each of the Company’s management, the Company Financial Advisors and Kirkland in attendance. At the request of the Company Board, representatives of the Company’s management, with the assistance of the Company Financial Advisors, updated the Company Board on the status of various potential strategic alternatives, including receipt of the December 9 Letter from the Consortium. At the request of the Company Board, the Company Financial Advisors reviewed with the Company Board the proposal contained in the December 9 Letter, certain preliminary valuation analyses with respect to the Company and the Consortium’s latest proposal, as well as other strategic alternatives, by reference to the Management Projections. The Company Board discussed the proposal contained in the December 9 Letter, including whether the Consortium would be willing or able to pay a higher price. The Company Board also discussed potential regulatory considerations resulting from Mubadala Capital being a foreign person. Representatives of Kirkland reviewed with the Company Board their fiduciary duties in connection with the potential transaction and related considerations. Following discussion, the Company Board determined to move forward with the Consortium regarding a potential going-private transaction (including the granting of exclusivity) at the proposed $2.43 per share purchase price, provided that the exclusivity period would be conditioned on the Consortium agreeing to (i) a 45-day go-shop period following announcement of a transaction, (ii) company termination fees payable by the Company of 1.5% of equity value during the go-shop period and 3.0% of equity value during the no-shop period (payable in the case the definitive agreement is terminated by the Company to enter into a superior proposal and certain other customary circumstances), and (iii) a parent termination fee payable by the Consortium of 7.0% of equity value (payable following termination in the case the parties fail to close when conditions have otherwise been satisfied and certain other customary circumstances) (clauses (i), (ii) and (iii), together, the “Agreed Go-Shop and Fee Terms”), and the Consortium reconfirming price and providing certain information with respect to its debt and equity financing at agreed intervals during the exclusivity period. Later on that same day, following the delivery of the Company’s proposal, Mr. Davis and Mr. Wells had a telephone conference during which Mr. Davis provided responses to the Company Board’s feedback on the Consortium’s December 9 Letter.

On December 15, 2025, a special meeting of the Company Board was held, with representatives of each of the Company’s management, the Company Financial Advisors and Kirkland in attendance. At such meeting, the Company Board continued to evaluate the execution risks associated with the Company’s standalone plan and received an update on the Strategic Review Process and the various alternative transactions explored to-date in connection therewith. At the request of the Company Board, representatives of the Company Financial Advisors reviewed with the Company Board the proposal contained in the December 9 Letter and the preliminary valuation analyses with respect to the Company and the Consortium’s latest proposal provided at the prior meeting of the Company Board. The Company Board also discussed with representatives of Kirkland considerations around the Consortium’s request for a limited waiver of Section 203 of the DGCL in respect of the Consortium’s proposed discussions with certain Company stockholders, including: (i) certain investment funds affiliated with Legion Partners, L.P. (“Legion”), (ii) certain investment funds affiliated with Ares Management LLC (“Ares”), (iii) certain funds affiliated with Pacific Investment Management Company LLC (“PIMCO”) and (iv) Arturo Moreno (“Moreno” and, together with Legion, Ares and PIMCO, collectively, the “Significant Stockholders”). In addition, Kirkland reviewed with the Company Board the terms of the proposed exclusivity agreement with the Consortium. Following discussion and confirmation from representatives of the Company’s management, the Company Financial Advisors and Kirkland that the Consortium had accepted the Agreed Go-Shop and Fee Terms, the Company Board determined to move forward with an exclusivity agreement substantially consistent with the terms reviewed by the Company Board and also approved the limited waiver of Section 203 of the DGCL with respect to discussions between the Consortium and the relevant stockholders (but stipulated that no discussions would be held by the Consortium with those stockholders until authorized by the Company Board).

On December 18, 2025, the Company and the Consortium entered into a written agreement providing the Consortium exclusivity in respect of a potential acquisition of the Company for a 21-day period (from December 18, 2025, through January 8, 2026), with the Consortium having agreed that the definitive transaction agreement would include the Agreed Go-Shop and Fee Terms. The exclusivity agreement provided that the exclusivity period would be extended for an additional seven days in the event the Consortium met certain conditions, including reconfirming its commitment to a purchase price of $2.43 per share and the provision of certain information regarding its debt commitments.

Between mid-December 2025 and early February 2026, representatives of each of the Company’s management and the Consortium held due diligence calls covering business, financial, legal, human resources, information technology, cybersecurity, tax and financing matters and representatives of each of the Company’s management and Kirkland prepared a draft Merger Agreement to be shared with the Consortium.

On January 3, 2026, Morgan Stanley provided to representatives of the Company’s management and Kirkland certain disclosures regarding its relationships with certain parties to the potential transaction, which were subsequently provided to the Company Board. Later on January 3, 2026, the Company executed the Morgan Stanley Engagement Letter.

On January 4, 2026, Kirkland shared an initial draft of the Merger Agreement with Freshfields, which included, among other things, the Agreed Go-Shop and Fee Terms, a “hell or high water” regulatory efforts standard, no closing condition relating to CFIUS clearance and a cap on the damages payable by the Company to the Consortium.

On January 7, 2026, the Consortium shared the required information regarding its proposed financing and reconfirmed its commitment to the purchase price of $2.43 per share. As a result, pursuant to the terms of the exclusivity agreement, the exclusivity period was extended until 11:59 p.m., Eastern Time, on January 15, 2026.

On January 13, 2026, Freshfields sent a revised draft of the Merger Agreement, which, among other things, proposed that each of the Significant Stockholders would execute support agreements concurrent with the execution of definitive transaction documentation. The Freshfields draft also shortened the go-shop period to 30 days, allowed for the Consortium to recover damages from the Company in excess of the company termination fee in certain circumstances, replaced the “hell or high water” regulatory efforts standard with a “reasonable best efforts” standard, modified the termination fees to provide for a company termination fee and parent termination fee of to-be-determined amounts, and broadened the scope of the restrictions on certain operations of the Company between signing and closing. With exclusivity scheduled to expire on January 15, 2026, the Consortium additionally requested an extension of exclusivity for an additional three weeks, until February 6, 2026.

On January 16, 2026, a special meeting of the Company Board was held, with representatives of each of the Company’s management, the Company Financial Advisors and Kirkland in attendance. At the request of the Company Board, representatives of the Company’s management, with the assistance of representatives of each of the Company Financial Advisors and Kirkland, updated the Company Board on the status of discussions with the Consortium, including the expiration of exclusivity on January 15, 2026, certain open terms in the Merger Agreement and other agreements needed prior to announcing a transaction including debt commitment letters and equity financing commitment letters from the Consortium. Representatives of the Company’s management notified the Company Board of a teleconference scheduled for January 17, 2026, involving principals from the Company and the Consortium, as well as the respective financial and legal advisors, to discuss key remaining open items. The Company Board engaged in a discussion regarding, among other things, the requested additional exclusivity period. The Company Board authorized the Company to enter into a new exclusivity agreement providing the Consortium with exclusivity until January 30, 2026, subject to extension until February 6, 2026 upon confirmation by the Consortium that it had met certain conditions including completion of its due diligence and substantial finalization of the Merger Agreement.

Between January 16, 2026 and January 30, 2026, Freshfields and Kirkland exchanged drafts and negotiated the terms of the Merger Agreement, Support Agreements and other ancillary documents. Key negotiated items included the terms applicable to the Company’s negotiations with third parties during the “go-shop” period, CFIUS approvals and other regulatory obligations, termination fee triggers, and the request for, and terms of, support agreements from the Significant Stockholders.

On January 27, 2026, Moelis provided to the Company and Kirkland certain disclosures regarding its relationships with certain parties to the potential transaction, which were subsequently provided to the Company Board.

On February 1, 2026, representatives from the Consortium, the Company and their respective financial and legal advisors held calls to discuss the open Merger Agreement terms. Later that day, Freshfields delivered a draft equity commitment letter and a draft limited guarantee to Kirkland.

On February 2, 2026, a special meeting of the Company Board was held, with representatives of each of the Company’s management, the Company Financial Advisors and Kirkland in attendance. Representatives of the Company’s management, with the assistance of the Company Financial Advisors and Kirkland, reviewed with the Company Board the status of ongoing negotiations with the Consortium regarding the Merger Agreement and discussed with the Company Board certain key open terms, including, among others, the regulatory efforts obligations of the Consortium and the treatment of equity awards. Representatives of each of the Company Financial Advisors and Kirkland reviewed with the Company Board the go-shop provision and the plan for outreach to other potentially interested parties following announcement of a potential transaction. The Company Board then discussed, with the assistance of each of the Company’s management, the Company Financial Advisors and Kirkland, the Consortium’s continued request for support agreements from the Significant Stockholders. The Company Board determined that, upon substantial agreement on the key terms of the Merger Agreement, it would be prepared to authorize the Company’s management, the Company Financial Advisors and Kirkland to engage with the Significant Stockholders about potentially entering into support agreements in connection with the transaction.

On February 3, 2026, Kirkland shared a revised draft of the Merger Agreement with Freshfields, which, among other things, modified certain interim operating covenants and the circumstances in which the parent termination fee would be payable. The revised draft also reinserted a cap on monetary damages payable by the Company equal to the amount of the parent termination fee.

On February 4, 2026, Moelis provided to representatives of the Company’s management and Kirkland certain updated disclosures regarding its relationships with certain parties to the potential transaction, which were subsequently provided to the Company Board. Later, on February 4, 2026, the Company executed the Moelis Engagement Letter.

On February 5, 2026, Freshfields shared a draft of the debt commitment letter and other documentation in respect of the debt financing with Kirkland, which provided for debt financing in an amount of approximately $3.4 billion.

Between February 3, 2026 and February 5, 2026, representatives of Kirkland reached out to each of the Significant Stockholders to discuss sharing with each, subject to entering into customary limited-duration confidentiality arrangements and limitations on trading, certain confidential information regarding the potential transaction with the Consortium. Each of the Significant Stockholders expressed willingness to receive the confidential information and subsequently expressed support for the transaction and willingness to enter into a support agreement.

Between February 3, 2026 and February 6, 2026, representatives of Kirkland and representatives of Freshfields shared multiple drafts of the Merger Agreement, the debt commitment letter, the equity commitment letter and the limited guarantee and engaged in telephonic discussions regarding the terms of those documents.

On February 6, 2026, representatives of Freshfields provided certain additional information with respect to the Consortium’s contemplated financing for the transaction. This information indicated that TWG, a new member of the Consortium, would be providing a portion of the equity financing in conjunction with Mubadala Capital.

Between February 6, 2026 and February 7, 2026, certain of the Significant Stockholders provided comments to the draft Support Agreements, including requiring that the obligations thereunder terminate upon a change of recommendation by the Company Board, which comments were accepted by the Consortium.

On the morning of February 7, 2026, following the request of representatives of each of the Company’s management, the Company Financial Advisors and Kirkland, representatives of Freshfields and Guggenheim provided the Company, the Company Financial Advisors and Kirkland with certain additional information regarding the sources and uses in respect of the equity financing for the transaction.

Later that day, on February 7, 2026, a special meeting of the Company Board was held, with representatives of each of the Company’s management, the Company Financial Advisors and Kirkland in attendance. Representatives of the Company’s management, with the assistance of representatives of the Company Financial Advisors, updated the Company Board on the status of discussions with the Consortium and the Significant Stockholders, and noted that the Significant Stockholders were broadly supportive of the transaction with the Consortium and were in the process of finalizing the terms of the Support Agreements that, subject to the Company Board’s approval of the transaction, would be executed in connection with the signing of the Merger Agreement. Representatives of the Company’s management, with the assistance of the Company Financial Advisors, additionally reviewed the strategic alternatives explored by the Company, including the associated challenges of these alternatives, as well as the limited inbound interest received by the Company following the leak of a potential transaction with Mubadala Capital in the Bloomberg Article. Representatives of the Company’s management, with the assistance of the Company Financial Advisors, provided analyses of the financial terms of the proposed transaction, including the sources and uses and related debt and equity commitments. Representatives of the Company Financial Advisors reviewed with the Company Board each of Moelis’ and Morgan Stanley’s preliminary financial analyses of the Company and the terms of the potential transaction based on the Management Projections. At the request of the Company Board, representatives of Kirkland reviewed with the Company Board their fiduciary duties as directors in the context of the transaction. Representatives of Kirkland also reviewed with the Company Board the material terms of the Merger Agreement, the Support Agreements, the Equity Commitment Letters, the Debt Commitment Letter and the Guarantee, and the supporting financial information about the providers of equity financing received to-date. The Company Board engaged in a discussion relating to the terms and sufficiency of the equity financing. Following this discussion, the Company Board determined that each of the Company’s management, the Company Financial Advisors and Kirkland should continue to progress the potential transaction with the Consortium. The Company Board reviewed the disclosure of relationships between each of Moelis and Morgan Stanley, on the one hand, and certain members of the Consortium, on the other hand, and, based on these disclosures, the Company Board determined that there were no disqualifying conflicts of interest.

Following the special meeting of the Company Board on February 7, 2026, as directed by the Company Board, representatives of each of the Company’s management, the Company Financial Advisors and Kirkland worked to finalize the transaction agreements.

On February 8, 2026, a special meeting of the Company Board was held, with representatives of each of the Company’s management, the Company Financial Advisors and Kirkland in attendance. The Company Financial Advisors reviewed with the Company Board their financial analyses of the Company and the terms of the potential transaction with the Consortium. Representatives of Kirkland updated the Company Board on additional changes to the Merger Agreement since the Company Board meeting on the prior day. Representatives of Kirkland also described the Equity Commitment Letters, the Debt Commitment Letter and the Guarantee, and then reviewed proposed resolutions for consideration by the Company Board. The Company Board also, following the determination at the prior meeting of the Company Board that there were no disqualifying conflicts of interest and having previously been informed of the terms of such engagements, determined to ratify the previously executed engagement letters with each of the Company Financial Advisors. Following this discussion, at the request of the Company Board, the Company Financial Advisors rendered their oral opinions, which were subsequently confirmed in writing by delivery of their respective written opinions addressed to the Company Board, dated February 9, 2026, to the effect that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations set forth therein, the Merger Consideration to be received by the Company stockholders in the Merger is fair, from a financial point of view, to such holders. After this review and discussion, the Company Board, among other things, unanimously (i) determined that it is in the best interests of the Company and the Company stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth therein; (ii) approved the execution and delivery of the Merger Agreement and certain other ancillary agreements by the Company, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and conditions set forth therein; (iii) approved and declared advisable the Support Agreements and the transactions contemplated thereby; (iv) resolved to recommend that the Company stockholders adopt the Merger Agreement in accordance with the DGCL; and (v) directed that the adoption of the Merger Agreement be submitted to the Company stockholders for consideration by the Company stockholders at a meeting thereof. The Company Board determined that the effectiveness of these resolutions would be conditioned upon the Company receiving additional information confirming the terms and sufficiency of the proposed equity financing from the Consortium.

On February 9, 2026, representatives of the Consortium provided additional requested information with respect to the proposed equity financing sources, including Mubadala Capital and TWG.

On February 9, 2026, a special meeting of the Company Board was held, with representatives of each of the Company’s management, the Company Financial Advisors and Kirkland in attendance. Representatives of the Company’s management, with the assistance of representatives of the Company Financial Advisors and Kirkland, updated the Company Board on the status of discussions with the Consortium and the proposed transaction. At the request of the Company Board, representatives of the Company Financial Advisors and Kirkland updated the Company Board on the additional information received from the Consortium relating to the terms and sufficiency of the proposed equity financing from the Consortium. Prior to such special meeting, the Company requested, and at such special meeting, representatives of each of the Company Financial Advisors provided to the Company certain verbal disclosures regarding their respective relationships with TWG, and that no fees were received from TWG over the last two years. After review and discussion, the Company Board executed a unanimous written consent that, among other things, ratified, confirmed, approved and adopted as final the resolutions that were conditionally approved at the meeting of the Company Board on February 8, 2026.

Following the approval of the Company Board, on February 9, 2026, the parties executed the Merger Agreement, which provided for an all-cash transaction in which Merger Sub would merge with and into the Company, with each holder of the Company Common Stock receiving $2.43 in cash per share. Also on February 9, 2026, each of the Significant Stockholders entered into the Support Agreements. As of March 20, 2026, the Significant Stockholders represented approximately 48% of the outstanding shares of the Company Common Stock in the aggregate as of such date.

Go-Shop Period

Between February 9, 2026 and the end of the Go-Shop Period on March 26, 2026, representatives of the Company Financial Advisors contacted 46 parties, seven of which executed non-disclosure agreements with the Company, none of which contained a standstill. Each party executing a non-disclosure agreement was provided with certain non-public information relating to the Company, including a subset of the Management Projections (with respect to fiscal years 2025 to 2028), but no party requested a meeting with the Company’s management or provided any indication of interest or other offer to acquire the Company.

On February 11, 2026, representatives of the Company Financial Advisors had a teleconference discussion with Company E. On the same day, representatives of the Company Financial Advisors had a teleconference discussion with a financial sponsor (“Sponsor F”).

On February 12, 2026, representatives of the Company Financial Advisors had a teleconference discussion with Company F and following execution of a non-disclosure agreement with Company F, granted dataroom access to Company F. The Company concurrently granted dataroom access and provided such diligence information to the Consortium pursuant to the terms of the Merger Agreement. On the same day, the Company Financial Advisors had a teleconference discussion with Sponsor G.

On February 13, 2026, following execution of a non-disclosure agreement with each such entity, representatives of the Company Financial Advisors granted dataroom access to Company E and a financial sponsor (“Sponsor I”). On the same day, representatives of the Company Financial Advisors had a teleconference discussion with Sponsor J.

On February 17, 2026, representatives of the Company Financial Advisors had a teleconference discussion with Company C. On the same day, following execution of a non-disclosure agreement with such person, representatives of the Company Financial Advisors granted dataroom access to Sponsor F.

On February 23, 2026, following execution of a non-disclosure agreement with such person, representatives of the Company Financial Advisors granted dataroom access to a financial advisor on behalf of Company E.

On February 27, 2026, following execution of a non-disclosure agreement with such person, representatives of the Company Financial Advisors granted dataroom access to Sponsor G.

On March 3, 2026, representatives of the Company Financial Advisors held a follow-up teleconference discussion with Company E and Company E sent the Company Financial Advisors a request for certain additional diligence information. As required by the terms of the Merger Agreement, a copy of such diligence information was provided to the Consortium on the same day.

On March 4, 2026, following execution of a non-disclosure agreement with such person, representatives of the Company Financial Advisors granted dataroom access to Company C.

On March 6, 2026, representatives of the Company Financial Advisors held a follow-up teleconference discussion with Sponsor G.

On March 10, 2026, following execution of a non-disclosure agreement with such person, representatives of the Company Financial Advisors granted dataroom access to Sponsor J.

On March 26, 2026, at 11:59 p.m., Eastern time, the Go-Shop Period expired. Prior to that time, each of the parties that had entered into a non-disclosure agreement with the Company during the Go-Shop Period had communicated to representatives of the Company Financial Advisors that they would not be making an Acquisition Proposal prior to the expiry thereof.

On March 27, 2026, the Company issued a Current Report on Form 8-K with the SEC publicly announcing the expiration of the Go-Shop Period, and the Company closed the virtual dataroom and sent notices to each of the parties that executed non-disclosure agreements requesting return or destruction of confidential information.

Reasons for the Merger; Recommendation of the Company Board

In evaluating the Merger and the other transactions contemplated by the Merger Agreement, the Company Board consulted with members of Company management, Kirkland and the Company Financial Advisors. After careful and thorough consideration, the Company Board determined that entering into the Merger Agreement was advisable and in the best interests of the Company and the Company stockholders.

In arriving at this determination and in recommending that the stockholders vote their shares of Company Common Stock in favor of the adoption of the Merger Agreement, the Company Board considered many factors, including the following non-exhaustive list of factors (not necessarily in order of relative importance), which the Company Board viewed as weighing in favor of its recommendation that the stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal:

•        The fact that the Merger Consideration is all cash, which provides certainty of value and liquidity to stockholders, while eliminating the effect of long-term business and execution risk to stockholders, compared to continuing to operate the Company as a standalone company.

•        The attractive value of the Merger Consideration of $2.43 per share, which constitutes a premium of:

•        approximately 71% above the closing price per share of Company Common Stock of $1.42 on October 16, 2025 (the last trading day prior to published rumors about a potential transaction between the Company and Mubadala Capital (as further described in the section of this proxy statement titled “— Background of the Merger”)); and

•        approximately 95% above the 90-day volume-weighted average price per share of Company Common Stock on October 16, 2025 (the last trading day prior to published rumors about a potential transaction between the Company and Mubadala Capital (as further described in the section of this proxy statement titled “— Background of the Merger”)).

•        The belief of the Company Board, after a review of the Company’s current and historical financial condition, results of operations, prospects, business strategy, competitive position and industry and regulatory considerations, including the potential impact of these factors on the trading price of Company Common Stock, that the Merger Consideration is more favorable to the Company stockholders

than the potential value that might have resulted from other alternatives available to the Company, including remaining a standalone public company, and that the Merger represents the best available alternative for maximizing value for stockholders, considering:

1.      the Company Board’s assessment of the Company’s historical and projected financial performance, including the management financial plan;

2.      the challenges and risks that the Company has faced, and would likely continue to face, if it remained a standalone public company, including, among others, macroeconomic hazards, public market dynamics, and various business and balance sheet considerations, including the Company’s significant leverage levels;

3.      the costs, risks and uncertainties associated with the other strategic alternatives available to the Company, including the various alternatives explored by the Company Board, such as a sale of additional equity or debt securities to raise capital, potential divestitures, potential asset sale, barter and other strategic transactions with strategic counterparties or potential joint-venture transactions;

4.      the costs, risks and challenges of initiatives to achieve organic growth or growth through acquisitions;

5.      the costs and burdens associated with being a public company; and

6.      the other risks and uncertainties discussed under the heading “Risk Factors” in the Company’s most recently filed Annual Report on Form 10-K and, to the extent applicable, any subsequent Quarterly Reports on Form 10-Q.

•        The process undertaken by the Company Board during the Go-Shop Period, with the assistance of Company management, Kirkland, Morgan Stanley and Moelis, to solicit and evaluate potential strategic alternatives, which included outreach to 46 third parties and entry into confidentiality agreements with seven of these third parties, and provided an opportunity for these third parties to negotiate a transaction with the Company if such third parties desired to do so. Such efforts did not result in a Superior Proposal. For more information, please see the section of this proxy statement titled “— Background of the Merger.”

•        The Company Board’s belief that the Company, with the assistance of Kirkland, Morgan Stanley and Moelis, had negotiated the most favorable terms that the Consortium was willing to offer, including the highest price per share that the Consortium was willing to pay for the Company, which price had been increased from the Consortium’s original proposal of $2.00-$2.40 per share to $2.43 per share as a result of the negotiating efforts of the Company Board, Company management and the Company’s advisors, and which represented the Consortium’s best and final price under the circumstances.

•        The potential risk of losing the favorable opportunity with the Consortium in the event the Company sought to pursue discussions with third parties prior to entry into the Merger Agreement, particularly given the Consortium’s representation that it would not participate in any auction process, and the potential negative effect that such a process might have on the Company’s business, especially in light of the “go-shop” provision the Consortium was willing to provide that allowed the Company to solicit other Acquisition Proposals following announcement of the Merger.

•        Morgan Stanley’s and Moelis’s financial analyses of the Merger Consideration, which each reviewed with the Company Board, and the oral opinions, subsequently confirmed in written opinions, rendered by each of Morgan Stanley and Moelis to the Company Board to the effect that, as of such date, and based upon and subject to the various limitations, qualifications, assumptions and other matters set forth in such written opinions, the Merger Consideration to be received by Company stockholders (other than (i) shares of Company Common Stock held as treasury stock, (ii) shares of Company Common Stock held by Parent or any wholly owned subsidiary of the Company or Parent (including Merger Sub), or (iii) any shares of Company Common Stock as to which statutory rights of appraisal have been properly exercised in accordance with Section 262 of the DGCL) in the Merger is fair, from a financial point of view, to such holders. Such opinion is more fully described under the section of this proxy statement titled “— Opinions of the Company Financial Advisors — Opinion of Morgan Stanley” and “— Opinions

of the Company Financial Advisors — Opinion of Moelis” below. The full text of each of Morgan Stanley’s and Moelis’ written opinion has been included as Annex B-1 and Annex B-2, respectively, to this proxy statement and is incorporated by reference herein in its entirety.

•        The terms and conditions of the Merger Agreement permitting the Company to respond to unsolicited Acquisition Proposals, including permitting the Company Board to furnish information or engage in discussions in connection with an Acquisition Proposal that constitutes, or would reasonably be expected to lead to, a Superior Proposal (see the section of this proxy statement titled “The Merger Agreement — The “No-Shop” Period — No Solicitation of Other Offers”). In this regard, the Company Board considered that:

1.      the Company had the right, during a 45-day Go-Shop Period, to solicit Acquisition Proposals from, and participate in discussions and negotiations with, third parties regarding any Acquisition Proposal;

2.      subject to its compliance with the terms of the Merger Agreement and prior to the adoption of the Merger Agreement by stockholders, the Company Board can change its recommendation with respect to the Merger or cause the Company to terminate the Merger Agreement and enter into an agreement for a Superior Proposal; and

3.      while the Merger Agreement contains a Company Termination Fee of $19,900,000 during the Go-Shop Period (and $39,800,000 during the No-Shop Period) that the Company would be required to pay to Parent in certain circumstances, the Company Board believes that the Company Termination Fee is reasonable in light of the circumstances and the overall terms of the Merger Agreement and the process undertaken by the Company Board to evaluate potential strategic alternatives, consistent with fees in comparable transactions, and not a significant deterrent to potential alternative acquisition offers.

•        The fact that the Merger is subject to the approval of stockholders and that stockholders who do not vote to adopt the Merger Agreement and who follow certain prescribed procedures are entitled to dissent from the Merger and demand payment of the “fair value” of their Company Common Stock, as and to the extent provided by Section 262 of the DGCL. For more information, please see the section of this proxy statement titled “— Appraisal Rights.”

•        The reputation and financial capacity of the members of the Consortium, including Mubadala Capital, TWG and any other consortium participants, their stated commitment to and investment thesis surrounding the transaction, and the fact that each member of the Consortium had obtained all necessary investment approvals with respect to the proposed transaction, and the Company Board’s belief that the Consortium was highly likely to complete the Merger.

•        The Company Board’s belief that there is a high degree of certainty that the Effective Time would be achieved in a timely manner, in view of the terms of the Merger Agreement, including:

1.      that the Consortium has obtained committed Debt Financing for the transactions contemplated by the Merger Agreement from reputable financial institutions and committed Equity Financing for the transactions contemplated by the Merger Agreement from Mubadala Capital and TWG that provide funding of an amount sufficient to consummate the Merger in accordance with the Merger Agreement, including to pay the aggregate Merger Consideration and all fees and expenses payable by Parent in connection with the Closing and, as may be applicable, the repayment or refinancing of the Company Credit Agreements (as defined in the Merger Agreement) and the Notes (as defined in the Merger Agreement). For more information, please see the section of this proxy statement titled “— Financing of the Merger”;

2.      the fact that if the Consortium fails to complete the Merger when required to do so under the Merger Agreement, the Company has the right under the Merger Agreement to specifically enforce Parent’s obligation to cause the Consortium to fund its Equity Financing as contemplated by the Merger Agreement and the Equity Commitment Letter (only if the Debt Financing has been funded in full or will be funded in full at the Closing in accordance with the terms of the Debt

Commitment Letter if the Equity Financing is funded, in accordance with the terms of the Equity Commitment Letter) or to terminate the Merger Agreement and obtain payment by Parent of the Parent Termination Fee of approximately $92,900,000;

3.      that Mubadala Capital has provided the Guarantee (as defined in the Merger Agreement) with respect to the payment of the Parent Termination Fee that may be owed by Parent pursuant to the Merger Agreement if the Merger Agreement is terminated under certain circumstances, as well as certain Enforcement Costs (as defined in the Merger Agreement) and fees and expenses payable pursuant to certain reimbursement and indemnification obligations set forth in the Merger Agreement (subject to certain caps) that may be owed by Parent pursuant to the Merger Agreement, in each case, subject to the terms of the Merger Agreement and the Guarantee;

4.      that the obligation of Parent to complete the Merger is not subject to receipt of financing; and

5.      the obligation of Parent to use reasonable best efforts to take, or cause to be taken, all actions necessary under applicable law, to consummate the Merger.

•        The terms of the Merger Agreement, taken as a whole, including the parties’ representations, warranties and covenants and the circumstances under which the Merger Agreement may be terminated, which the Company Board considered in consultation with Kirkland and viewed as reasonable, including the limited number and nature of the conditions to the completion of the Merger.

•        The fact that the Company has sufficient operating flexibility to conduct its business in the ordinary course prior to the Closing.

•        The Termination Date of November 9, 2026, subject to extension to February 9, 2027, allowing for sufficient time to complete the Merger.

The Company Board also considered a number of uncertainties and risks in making its determination with respect to the Merger, including the following non-exhaustive list (not necessarily in order of relative importance):

•        The fact that the Company will no longer exist as an independent, publicly traded company that is listed on the NYSE and that stockholders will not participate in any future earnings or potential growth of the Company and will not benefit from any potential future appreciation in the value of the Company, including any potential appreciation in value that could be realized as a result of improvements to the Company’s operations.

•        The possible diversion of management focus and resources from operational matters and other strategic opportunities while working to consummate the Merger.

•        The potential negative effect of the pendency of the transaction on the Company’s businesses, including its relationships with employees, customers, and suppliers, such as the possible loss of key management or other personnel of the Company during the pendency of the Merger.

•        The restrictions placed on the conduct of the Company’s business prior to the Closing pursuant to the terms of the Merger Agreement, including restrictions which could adversely affect the Company’s ability to take advantage of business opportunities that may arise pending the consummation of the Merger and that, absent the Merger Agreement, the Company might have pursued. For more information, please see the section of this proxy statement titled “The Merger Agreement — Conduct of Business by the Company Prior to Consummation of the Merger.”

•        The fact that under the terms of the Merger Agreement, the Company is prohibited from soliciting other Acquisition Proposals following the expiration of the Go-Shop Period.

•        The requirement under certain circumstances that the Company pay Parent the Company Termination Fee following termination of the Merger Agreement, including if the Merger Agreement is terminated by the Company to enter into an agreement providing for a Superior Proposal or by Parent if the Company Board makes a Company Board Recommendation Change. For more information, please see the section of this proxy statement titled “The Merger Agreement — Termination Fees.”

•        If Parent fails to complete the Merger or otherwise breaches the Merger Agreement in certain circumstances, the Company’s remedies may be limited to the Parent Termination Fee payable by Parent as described above, certain Enforcement Costs and certain fees and expenses payable pursuant to certain reimbursement and indemnification obligations set forth in the Merger Agreement (subject to certain caps), which may be inadequate to compensate the Company for the damage caused. For more information, please see the section of this proxy statement titled “The Merger Agreement — Termination Fees.”

•        The risk that the Financing contemplated by the Equity Commitment Letters and Debt Commitment Letter will not be obtained, resulting in Parent and Merger Sub not having sufficient funds to complete the transactions contemplated by the Merger Agreement.

•        The fact that the Merger Agreement provides that the maximum aggregate liability for Parent and certain related parties for breaches under the Merger Agreement will not exceed the amount of the Parent Termination Fee, Enforcement Costs and certain fees and expenses payable pursuant to certain reimbursement and indemnification obligations set forth in the Merger Agreement (subject to certain caps).

•        The fact that regulatory clearances, approvals, and consents are (or may be) required to complete the Merger in the United States and a number of foreign jurisdictions, which presents a risk that the Closing may be delayed or that such clearances, approvals and consents may not be obtained at all.

•        The risk that the Merger may not be completed despite the parties’ efforts or that completion of the Merger may be delayed, even if the requisite approval is obtained from the Company stockholders, including the possibility that conditions to the parties’ obligations to complete the Merger may not be satisfied (including the possibility that required regulatory approvals may not be obtained), and the potential resulting disruptions to the Company’s business.

•        The fact that, upon receipt of the Merger Consideration, stockholders will no longer hold any interest in the Company and therefore will not benefit from any future increase in the value, earnings, or growth of the Company or payment of dividends on, or any appreciation in the value of, Company Common Stock.

•        The fact that the Company’s directors and officers may have interests in the Merger that may be different from, or in addition to, those of stockholders generally.

•        The significant costs involved in connection with entering into the Merger Agreement and completing the Merger, some of which are payable regardless of whether the Merger is completed.

•        The fact that an all-cash transaction would be taxable to Company stockholders that are U.S. Holders for U.S. federal income tax purposes. For more information, please see the section of this proxy statement titled “— Material U.S. Federal Income Tax Considerations.”

The foregoing discussion of reasons for the recommendation by the Company Board that the Company stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal is not meant to be exhaustive but addresses the material information and factors considered by the Company Board in consideration of its recommendation. In view of the wide variety of factors considered by the Company Board in connection with its evaluation of the Merger and the complexity of these matters, the Company Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. Rather, in considering the information and factors described above, individual members of the Company Board each applied his or her own personal business judgment to the process and may have given differing weights to differing factors. The Company Board based its unanimous recommendation on the totality of the information presented. The explanation of the factors and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section of this proxy statement titled “Forward-Looking Statements.”

Opinions of the Company Financial Advisors

Opinion of Morgan Stanley

The Company retained Morgan Stanley to provide it with financial advisory services in connection with a sale of a majority or more of the assets or equity of the Company and, if requested by the Company, a financial opinion with respect thereto. The Company selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise and reputation and its knowledge of the financial services industry, market and regulatory environment and business and affairs of the Company. On February 8, 2026, Morgan Stanley rendered to the Company Board its oral opinion, which was subsequently confirmed by delivery of a written opinion, dated February 9, 2026, that, as of that date, and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth therein, the Merger Consideration to be received by the Company stockholders (other than (a)(i) shares of Company Common Stock held by the Company as treasury stock or (ii) shares of Company Common Stock owned by Parent or any wholly owned subsidiary of the Company or Parent (including Merger Sub), in each case as of immediately prior to the Effective Time or (b) shares of Company Common Stock as to which holders (or, to the extent applicable, beneficial owners thereof) have properly exercised their statutory rights of appraisal in accordance with Section 262 of the DGCL) pursuant to the Merger Agreement was fair from a financial point of view to such Company stockholders.

The full text of the written opinion of Morgan Stanley, dated February 9, 2026, is attached as Annex B-1 and incorporated by reference into this proxy statement. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion to the Company Board. Company stockholders are urged to, and should, read the opinion carefully and in its entirety. Morgan Stanley’s opinion was directed to the Company Board and addressed only the fairness, from a financial point of view, to the Company stockholders (other than (a)(i) shares of Company Common Stock held by the Company as treasury stock or (ii) shares of Company Common Stock owned by Parent or any wholly owned subsidiary of the Company or Parent (including Merger Sub), in each case as of immediately prior to the Effective Time or (b) shares of Company Common Stock as to which holders (or, to the extent applicable, beneficial owners thereof) have properly exercised their statutory rights of appraisal in accordance with Section 262 of the DGCL) of the Merger Consideration to be received by such holders pursuant to the Merger Agreement as of the date of such opinion. Morgan Stanley did not express any view on, and its opinion did not address, any other aspect of the transactions contemplated by the Merger Agreement. Morgan Stanley’s opinion is not a recommendation as to how any holder of shares of Company Common Stock should act or vote in connection with the Merger or any other matter or whether to take any other action with respect to the Merger. The summary of Morgan Stanley’s opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of the opinion. In addition, Morgan Stanley’s opinion did not in any manner address the price at which shares of Company Common Stock will trade following the Closing or at any other time.

In connection with rendering its opinion, Morgan Stanley, among other things:

1.      reviewed certain publicly available financial statements and other business and financial information of the Company;

2.      reviewed certain internal financial statements and other financial and operating data concerning the Company;

3.      reviewed certain financial projections prepared by the management of the Company;

4.      discussed the past and current operations and financial condition and the prospects of the Company with senior executives of the Company;

5.      reviewed the reported prices and trading activity for the Company Common Stock;

6.      compared the financial performance of the Company and the prices and trading activity of the Company Common Stock with that of certain other publicly-traded companies comparable with the Company and their securities;

7.      reviewed the financial terms, to the extent publicly available, of certain comparable Acquisition Transactions (as defined in the Merger Agreement);

8.      participated in certain discussions and negotiations among representatives of the Company and Parent and certain parties and their financial and legal advisors;

9.      reviewed the Merger Agreement, the draft commitment letters from certain equity financing sources and debt financing sources substantially in the form of the drafts dated February 8, 2026 (as used in this section of the proxy statement, the “Commitment Letters”) and certain related documents; and

10.    performed such other analyses, reviewed such other information and considered such other factors as we have deemed appropriate.

Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to it by the Company, and formed a substantial basis for its opinion. With respect to the Management Projections, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best then-available estimates and judgments of the Company’s management of the future financial performance of the Company. Morgan Stanley expressed no view as to the Management Projections or the assumptions on which they were based. In addition, Morgan Stanley assumed that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that the definitive Merger Agreement would not differ in any material respect from the draft thereof furnished to Morgan Stanley. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed Merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed Merger. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of the Company and its legal, tax and regulatory advisors with respect to legal, tax and regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of the Company’s officers, directors or employees, or any class of such persons, relative to the Merger Consideration to be received by the Company stockholders (other than (a)(i) shares of Company Common Stock held by the Company as treasury stock or (ii) shares of Company Common Stock owned by Parent or any wholly owned subsidiary of the Company or Parent (including Merger Sub), in each case as of immediately prior to the Effective Time or (b) shares of Company Common Stock as to which holders (or, to the extent applicable, beneficial owners thereof) have properly exercised their statutory rights of appraisal in accordance with Section 262 of the DGCL) in the Merger. Morgan Stanley did not express any view on, and its opinion did not address, any other term or aspect of the Merger Agreement or the transactions contemplated thereby or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection therewith. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of the Company, nor was it furnished with any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of, the date of its opinion. Events occurring after such date may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

Morgan Stanley’s opinion did not address the relative merits of the transactions contemplated by the Merger Agreement as compared to other business or financial strategies that might be available to the Company, nor did it address the underlying business decision of the Company to enter into the Merger Agreement or proceed with the transactions contemplated by the Merger Agreement.

Summary of Financial Analyses of Morgan Stanley

The following is a summary of the material financial analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion letter, dated February 9, 2026. The following summary is not a complete description of the financial analyses performed by Morgan Stanley, nor does the order of analyses described represent relative importance or weight given to those analyses by Morgan Stanley. Except as otherwise

noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before February 6, 2026 and is not necessarily indicative of current market conditions. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses.

In performing the financial analyses summarized below and in arriving at its opinion, Morgan Stanley utilized the Management Projections. Such Management Projections are described in the section of this proxy statement titled “— Certain Company Management Projections.”

Public Trading Comparables Analysis

Morgan Stanley performed a selected public trading comparables analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared certain financial estimates for the Company with comparable publicly available consensus equity analyst research estimates for companies, selected based upon Morgan Stanley’s professional judgment and experience, that share similar business characteristics and have certain comparable operating characteristics, based on Morgan Stanley’s experience and professional judgment, including, among other things, similarly sized revenue and/or revenue growth rates, market capitalizations, profitability, scale and/or other similar operating characteristics (which are referred to as the “comparable companies” in this summary of Morgan Stanley’s opinion). The following is the list of the comparable companies:

•        Outfront Media, Inc. (“Outfront”)

•        Lamar Advertising Company (“Lamar”)

For purposes of this analysis, Morgan Stanley analyzed the ratio of aggregate value (“AV”) to the estimated fiscal year 2026 Adjusted EBITDA (post-SBC) (such ratio, “AV/Adj. EBITDA (post-SBC)”). For purposes of its analyses, Morgan Stanley defined “aggregate value” as a company’s fully diluted equity value plus total debt, less cash and cash equivalents. Adjusted EBITDA (post-SBC), as well as certain other terms used in this section, such as Adjusted EBITDA (pre-SBC), related to the Management Projections, is defined in the section of this proxy statement titled “— Certain Company Management Projections.”

Based on its analysis of the relevant metrics for each of the comparable companies, Morgan Stanley selected a reference range of AV/Adj. EBITDA (post-SBC) multiples for the estimated fiscal year 2026 of 11.0x–13.0x. Morgan Stanley applied the selected reference range to the estimated AV/Adj. EBITDA (post-SBC) for the estimated fiscal year 2026, as set forth in the Management Projections. Morgan Stanley’s analysis resulted in the implied price per share range of Company Common Stock of $1.61 to $3.52.

No company utilized in the public trading comparables analysis is identical to the Company. In evaluating the comparable companies, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond the Company’s control. These include, among other things, the impact of competition on the Company’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of the Company and the industry, and in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using comparable company data.

Precedent Transactions Analysis

Morgan Stanley performed a selected precedent transactions analysis, which is designed to provide an implied value of a company based on publicly available financial terms for selected transactions. In connection with its analysis, Morgan Stanley compared publicly available statistics for five selected transactions in the outdoor advertising industry. For purposes of this analysis, Morgan Stanley analyzed the ratio of transaction value (“TV”) to last-twelve-months (“LTM”) EBITDA of the target company (“TV/LTM EBITDA”) for each selected transaction.

The selected transactions for Morgan Stanley’s analysis, together with their respective multiples, were:

____________

(1)      Consisting of certain assets related to the Company’s markets in Cleveland, Memphis, Des Moines, Reno and Seattle.

Based on its experience and professional judgment and taking into consideration the relevant multiples from the selected transactions, Morgan Stanley applied a range of TV/LTM EBITDA multiples of 12.0x to 14.0x to the Company’s estimated fiscal year 2025 Adjusted EBITDA (post-SBC) as set forth in the Management Projections. Based on this analysis and the number of fully diluted shares of Company Common Stock, as estimated and provided by the management of the Company as of such date, Morgan Stanley calculated an estimated range of implied values per share of Company Common Stock of $1.65 to $3.41, as set forth in Morgan Stanley’s presentation to the Company Board on February 8, 2026 (the “February 8 Morgan Stanley Presentation”).

No company or transaction utilized in the precedent transactions analysis is identical to the Company or the Merger. In evaluating the precedent transactions, Morgan Stanley made numerous judgments and assumptions with regard to general business, market and financial conditions, and other matters, which are beyond the control of the Company, such as the impact of competition on the business of the Company or the industry generally, industry growth and the absence of any adverse material change in the financial condition of the Company or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value of the transactions to which they are being compared.

Discounted Equity Value Analysis

Morgan Stanley performed a discounted equity value analysis, which is designed to provide insight into the potential future equity value of a company as a function of the company’s estimated future earnings. The resulting equity value is subsequently discounted to arrive at an estimate of the implied present value for such company’s potential future equity value.

To calculate the discounted equity values for the Company, Morgan Stanley utilized the Adjusted EBITDA (post-SBC) estimates from the Management Projections for estimated fiscal year 2028. Based upon the application of its professional judgment and experience, Morgan Stanley then applied a range of forward next-twelve-months (“NTM”) EBITDA multiples of 11.0x – 13.0x to the Company’s estimated NTM EBITDA to determine a range of implied aggregate equity values of the Company as of December 31, 2028. Morgan Stanley then calculated a range of implied equity values as of such date by subtracting the amount of the Company’s (i) then-estimated net debt of approximately $4,839.0 million as of December 31, 2025 (calculated as total debt less cash and cash equivalents and net proceeds from the Spanish Divestiture) and (ii) noncontrolling interests. Morgan Stanley then divided this range of implied equity values by the number of fully diluted shares of Company Common Stock, as estimated and provided by the management of the Company. Morgan Stanley then discounted this range of per share equity values to February 6, 2026, at a discount rate of 13.3% with such discount rate being selected by Morgan Stanley based on the Company’s estimated cost of equity (estimated using the capital asset pricing model method and based on Morgan Stanley’s professional judgment and experience). Using the Management Projections and as set forth in the February 8 Morgan Stanley Presentation, this analysis indicated a range of implied equity values per share of Company Common Stock of $2.13 to $4.12.

Discounted Cash Flow Analysis

Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of a company by calculating the present value of the estimated future unlevered free cash flows and terminal value of such company. Morgan Stanley calculated a range of implied equity values per share of Company Common Stock as of February 6, 2026, based on estimates of future unlevered free cash flows, as calculated by Morgan Stanley, for estimated fiscal year 2026 through fiscal year 2030 contained in the Management Projections. For the purposes of this analysis, unlevered free cash flows were calculated using Adjusted EBITDA (post-SBC) with Morgan Stanley also using estimates for taxes, which were netted for applicable net operating losses, and capital expenditures and plus or minus changes in net working capital and certain other adjustments.

Morgan Stanley calculated a range of terminal values for the Company based on an NTM Adjusted EBITDA (post-SBC) exit multiple range of 10.0x to 12.0x, which was selected based on Morgan Stanley’s professional judgment and experience. The estimated unlevered free cash flows and the range of terminal values were then discounted to present value as of February 6, 2026 using a mid-year discounting convention by applying a discount rate range of 8.4% to 9.0%, which was selected based on Morgan Stanley’s professional judgment and experience, to reflect the Company’s estimated weighted average cost of capital.

To calculate the implied equity value from the discounted cash flow analysis, Morgan Stanley then subtracted the Company’s (i) then-estimated net debt of approximately $4,839.0 million as of December 31, 2025 (calculated as total debt less cash and cash equivalents and net proceeds from the Spanish Divestiture) and (ii) noncontrolling interests. To calculate the implied per share equity value, Morgan Stanley then divided the implied equity value by the number of fully diluted outstanding shares of Company Common Stock, as estimated and provided by the management of the Company. Using the Management Projections and as set forth in February 8 Morgan Stanley Presentation, this analysis indicated a range of implied equity values per share of Company Common Stock of $2.00 to $3.89.

Other Information

Morgan Stanley observed additional factors that were not considered part of Morgan Stanley’s financial analysis with respect to its opinion but were noted as reference data for the Company Board, including the following information described under the sections entitled “— Broker Price Targets,” “— Historical Trading Range,” “— Multiple High/Low” and “— Illustrative Leveraged Buyout (“LBO”) Analysis.”

Broker Price Targets

For reference only, Morgan Stanley reviewed and analyzed future public market trading price targets for shares of Company Common Stock prepared and published by six brokers. These forward targets reflected each broker’s estimate of the 12-month future public market trading price of shares of Company Common Stock. The range of undiscounted broker price targets was $1.35 to $1.75 per share of Company Common Stock.

The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for shares of Company Common Stock, and these estimates are subject to uncertainties, including the future financial performance of the Company and future financial market conditions.

Historical Trading Range

For reference only, Morgan Stanley reviewed the historical trading data of shares of Company Common Stock for the 52-week period ending October 16, 2025, and noted that the highest intraday trading price per share of Company Common Stock was $1.69 and the lowest intraday trading price per share of Company Common Stock was $0.81 during such period.

Multiple High/Low

For reference only, Morgan Stanley applied the historical high and low NTM EBITDA multiples for the 52-week period ending October 16, 2025 to the Company’s estimated fiscal year 2026 Adjusted EBITDA (post-SBC), then subtracted the Company’s current outstanding long-term indebtedness, net of cash and cash equivalents, to arrive at a range of implied equity values per share of Company Common Stock of $1.42 to $2.47. The highest multiple was 11.9x and the lowest multiple was 10.8x during such period.

Illustrative Leveraged Buyout (“LBO”) Analysis

For reference only, Morgan Stanley performed a hypothetical leveraged buyout analysis to determine the prices at which a financial sponsor might effect a leveraged buyout of the Company. Morgan Stanley assumed a transaction date of December 31, 2025 and a total debt to LTM Adjusted EBITDA post-SBC (“LTM 2025 EBITDA”) ratio of 8.0x. Morgan Stanley also assumed a subsequent exit transaction by the financial sponsor at December 31, 2030 with a valuation of the Company realized by the financial sponsor in such subsequent exit transaction calculated utilizing a range of ratios of aggregate value to LTM 2025 EBITDA of 11.0x to 13.0x. The implied acquisition price per share paid by the financial sponsor for purposes of this analysis was based on a target range of annualized internal rates of return for the financial sponsor of 15% to 20%. The resulting present value per share of Company Common Stock implied by this analysis was between $0.72 and $2.56 per share. Adjusted EBITDA (post-SBC) is defined in the section of this proxy statement titled “— Certain Company Management Projections.”

General

In connection with the review of the Merger by the Company Board, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of the Company. In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business and economic conditions and other matters. Many of these assumptions are beyond the control of the Company. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness of the Merger Consideration pursuant to the Merger Agreement from a financial point of view to Company stockholders (other than (a)(i) shares of Company Common Stock held by the Company as treasury stock or (ii) shares of Company Common Stock owned by Parent or any wholly owned subsidiary of the Company or Parent (including Merger Sub), in each case as of immediately prior to the Effective Time or (b) shares of Company Common Stock as to which holders (or, to the extent applicable, beneficial owners thereof) have properly exercised their statutory rights of appraisal in accordance with Section 262 of the DGCL) and in connection with the delivery of its opinion to the Company Board. These analyses do not purport to be appraisals or to reflect the prices at which shares of Company Common Stock might actually trade. The Merger Consideration was determined through arm’s-length negotiations between the Company and Parent and was approved by the Company Board. Morgan Stanley provided advice to the Company during these negotiations. Morgan Stanley did not, however, recommend any specific merger consideration to the Company or that any specific merger consideration constituted the only appropriate merger consideration for the Merger.

Morgan Stanley’s opinion and its presentation to the Company Board was one of many factors taken into consideration by the Company Board in deciding to approve, adopt and authorize the Merger Agreement. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Company

Board with respect to the Merger Consideration or of whether the Company Board would have been willing to agree to a different merger consideration. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with its customary practice.

The Company Board retained Morgan Stanley based upon Morgan Stanley’s qualifications, experience and expertise. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of the Company, Parent, or their respective affiliates or any other company, or any currency or commodity, that may be involved in the Merger, or any related derivative instrument.

Under the terms of its engagement letter, Morgan Stanley provided the Company financial advisory services and a financial opinion in connection with the Merger, and the Company agreed to pay Morgan Stanley a fee of $5.0 million (the “Opinion Fee”), which became payable upon the execution of the Merger Agreement, and a transaction fee equal to 0.495% of the Transaction Value (as defined in the Company’s engagement letter with Morgan Stanley) against which any Opinion Fee paid will be offset, to the extent not previously offset, which is contingent upon consummation of the Merger. The Company also agreed to pay Morgan Stanley a discretionary fee, in the Company’s sole discretion, in an amount up to $8.25 million. The Company has also agreed to reimburse Morgan Stanley for its expenses incurred in performing its services. In addition, the Company has agreed to indemnify Morgan Stanley and its affiliates, their respective directors, officers, agents and employees and each person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses, including certain liabilities under the federal securities laws, related to or arising out of Morgan Stanley’s engagement.

In the two years prior to February 4, 2026 (the “Disclosure Date”), Morgan Stanley has provided financial advisory or financing services to the Company and has received aggregate fees between $5 million and $15 million in connection with such services. In the two years prior to the Disclosure Date, Morgan Stanley has provided financial advisory and financing services to Mubadala Capital and has received aggregate fees between $45 million and $70 million. In the two years prior to the Disclosure Date, Morgan Stanley has not provided financial advisory or financing services to TWG. In the two years prior to the Disclosure Date, Morgan Stanley has not provided financial advisory or financing services to ForgeLight Capital (“ForgeLight”), which served as a strategic partner to the Consortium. In the two years prior to the Disclosure Date, Morgan Stanley has not provided financial advisory or financing services to Newlight Partners (“Newlight”), which served as a strategic partner to the Consortium. Morgan Stanley may seek to provide financial advisory and financing services to the Company, Mubadala Capital, other members of the Consortium and their respective affiliates in the future and would expect to receive fees for the rendering of these services. As of the Disclosure Date, Morgan Stanley held an aggregate interest of less than 1% of the shares of Company Common Stock, between 1% and 2% in the common stock of Mubadala Capital and certain affiliates of Mubadala Capital which interests were held in connection with Morgan Stanley’s (i) investment management business, (ii) wealth management business, including client discretionary accounts or (iii) ordinary course trading activities, including hedging activities.

Opinion of Moelis

At the meeting of the Company Board on February 8, 2026 to evaluate and approve the Merger, Moelis delivered an oral opinion, which was subsequently confirmed by delivery of a written opinion, dated February 9, 2026, addressed to the Company Board to the effect that, as of the date of the opinion and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations set forth in the opinion, the Merger Consideration to be received in the Merger by the Company stockholders is fair, from a financial point of view, to such holders.

The summary of the written opinion of Moelis set forth below is qualified in its entirety by the full text of Moelis’ written opinion dated February 9, 2026, which sets forth the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken in connection with the opinion, and which is attached as Annex B-2 to this proxy statement and is incorporated herein by reference. Moelis’ opinion was provided for the use and benefit of the Company Board (solely in its capacity

as such) in its evaluation of the Merger. Moelis’ opinion was limited solely to the fairness, from a financial point of view, of the Merger Consideration and does not address the Company’s underlying business decision to effect the Merger or the relative merits of the Merger as compared to any alternative business strategies or transactions that might be available to the Company. Moelis’ opinion does not constitute a recommendation to any Company stockholder as to how such stockholder should vote or act with respect to the Merger or any other matter. Moelis’ opinion was approved by a Moelis fairness opinion committee.

In arriving at its opinion, Moelis, among other things:

1.      reviewed certain publicly available business and financial information, including publicly available research analysts’ financial forecasts relating to the Company;

2.      reviewed certain internal information relating to the business, earnings, cash flow, assets, liabilities and prospects of the Company furnished to Moelis by the Company, including financial forecasts (including the Management Projections) provided to or discussed with Moelis by the management of the Company;

3.      reviewed information regarding the capitalization of the Company furnished to Moelis by the Company;

4.      conducted discussions with members of the senior management and representatives of the Company concerning the information described in clauses 1 through 3 above, as well as the business and prospects of the Company generally;

5.      reviewed the reported prices and trading activity for the Company Common Stock;

6.      reviewed publicly available financial and stock market data of certain other companies in lines of business that Moelis deemed relevant;

7.      considered the results of discussions by or on behalf of the Company, including by Moelis at the Company’s direction, with third parties regarding potential transactions involving all or a portion of the Company;

8.      reviewed the financial terms of certain other transactions that Moelis deemed relevant;

9.      reviewed a draft, dated February 8, 2026, of the Merger Agreement;

10.    participated in certain discussions and negotiations among representatives of the Company and Parent and their advisors; and

11.    conducted such other financial studies and analyses and took into account such other information as Moelis deemed appropriate.

In connection with its analysis and opinion, Moelis relied on the information supplied to, discussed with or reviewed by Moelis being complete and accurate in all material respects. Moelis did not independently verify any such information (nor did Moelis assume any responsibility for the independent verification of any such information). With the Company’s consent, Moelis relied on the representation of the Company’s management that the Company’s management is not aware of any facts or circumstances that would make any such information inaccurate or misleading. Moelis also relied upon, without independent verification, the assessment of the Company and its legal, tax, regulatory and accounting advisors with respect to legal, tax, regulatory and accounting matters. With respect to the financial forecasts (including the Management Projections) referred to above, Moelis assumed, at the Company’s direction, that such financial forecasts were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company as to the future performance of the Company. Moelis’ opinion expressed no views as to the reasonableness of any financial forecasts or the assumptions on which they are based. In addition, Moelis did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet, or otherwise) of the Company, nor was Moelis furnished with any such evaluation or appraisal. For more information related to the Management Projections by the Company’s management, please see the section of this proxy statement titled “— Certain Company Management Projections.”

Moelis’ opinion does not address the Company’s underlying business decision to effect the Merger or the relative merits of the Merger as compared to any alternative business strategies or transactions that might be available to the Company. Moelis’ opinion does not address any legal, regulatory, tax or accounting matters. Moelis

was not asked to, nor did it, offer any opinion as to any terms of the Merger Agreement or any aspect or implication of the Merger, except for the fairness of the Merger Consideration from a financial point of view to the Company stockholders. Moelis did not express any opinion as to fair value, viability or the solvency of the Company following the closing of the Merger. In addition, Moelis noted that, pursuant to the Merger Agreement, (a)(i) the shares of Company Common Stock held by the Company as treasury stock or (ii) shares of Company Common Stock owned by Parent or any wholly owned subsidiary of the Company or Parent (including Merger Sub), in each case as of immediately prior to the Effective Time, or (b) shares of Company Common Stock as to which holders (or, to the extent applicable, beneficial owners thereof) have properly exercised their statutory rights of appraisal in accordance with Section 262 of the DGCL will not be converted into the right to receive the Merger Consideration, and Moelis expressed no opinion with respect to the treatment of such shares or as to the fairness of the Merger Consideration to the holders thereof. Moelis did not consider, and Moelis does not express any opinion as to, the terms of any voting or support agreement entered into in connection with the Merger or any other agreements entered into or amended in connection with the Merger or any of the transactions contemplated thereby.

In rendering its opinion, Moelis assumed that the final executed form of the Merger Agreement did not differ in any material respect from the draft that Moelis reviewed, that the Merger will be consummated in accordance with its terms without any waiver or modification that could be material to Moelis’ analysis, that the representations and warranties of each party set forth in the Merger Agreement are accurate and correct, and that the parties to the Merger Agreement will comply with all the material terms of the Merger Agreement. Moelis assumed that all governmental, regulatory or other consents or approvals necessary for the completion of the Merger will be obtained, except to the extent that any failures to obtain such consents or approvals would not be material to Moelis’ analysis. Moelis had not been asked to solicit and had not solicited indications of interest in a possible transaction with the Company from any party though it was contemplated that Moelis would be requested to solicit indications of interest in acquiring the Company following the execution of the Merger Agreement.

Moelis’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Moelis as of, the date on which the opinion was delivered, and Moelis assumes no responsibility to update its opinion for developments after the date on which it was delivered.

The opinion was for the use and benefit of the Company Board (solely in its capacity as such) in its evaluation of the Merger. The opinion did not constitute a recommendation as to how any holder of securities should vote or act with respect to the Merger or any other matter. The opinion did not address the fairness of the Merger or any aspect or implication thereof to, or any other consideration of or relating to, the holders of any class of securities, creditors or other constituencies of the Company, other than the fairness of the Merger Consideration from a financial point of view to the Company stockholders. In addition, Moelis does not express any opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors or employees of any parties to the Merger, or any class of such persons, relative to the Merger Consideration or otherwise. The opinion was approved by a Moelis fairness opinion committee.

Summary of Financial Analyses of Moelis

The following is a summary of the material financial analyses presented by Moelis to the Company Board at its meeting held on February 8, 2026, in connection with the delivery of its opinion. This summary describes the material analyses underlying Moelis’ opinion but does not purport to be a complete description of the analyses performed by Moelis in connection with its opinion.

Some of the summaries of financial analyses below include information presented in tabular format. To fully understand Moelis’ analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Moelis’ analyses.

For purposes of Moelis’ analyses:

•        Unless otherwise noted, “Adjusted EBITDA” (or “Adjusted EBITDA (post-SBC)”) was generally calculated as the relevant company’s earnings before interest, taxes, depreciation and amortization and reduced by stock-based compensation (“SBC”) expense; provided that references in this section to Adjusted EBITDA of the Company reflect the Company’s management estimates as reflected in the Management Projections as Adjusted EBITDA (post-SBC). With respect to the Management Projections

by the Company’s management, Adjusted EBITDA (post-SBC), as well as certain other terms used in this section, such as Adjusted EBITDA (pre-SBC), related to the Management Projections, is defined in the section of this proxy statement titled “— Certain Company Management Projections.”

•        “Total Enterprise Value” (or “TEV”) was generally calculated as the market value of the relevant company’s fully diluted common stock (or other equivalent common equity interests) based on the company’s closing stock price on a specified date, plus (a) estimated net debt as of December 31, 2025, plus (b) the book value of preferred stock and non-controlling interests.

•        Unless the context otherwise requires, any “per share” related discussion refers to shares of Company Common Stock.

Discounted Cash Flow Analysis

Utilizing the Management Projections and other information and data provided by the Company, Moelis performed a discounted cash flow (“DCF”) analysis to calculate the present value of the estimated unlevered after-tax free cash flows projected to be generated by the Company and the present value of the estimated terminal value of the Company. In performing the DCF analysis of the Company, Moelis utilized a range of discount rates of 9.50% to 11.00% based on an estimated range of the Company’s weighted average cost of capital (“WACC”). The WACC range was derived using a “Capital Asset Pricing Model” and a size premium.

Moelis used the foregoing range of discount rates to calculate estimated present values, as of December 31, 2025, (a) of the estimated future unlevered after-tax free cash flows projected to be generated by the Company for the fiscal years ending December 31, 2026 through December 31, 2030 as set forth in the Management Projections and (b) the estimated terminal value of the Company which was calculated by applying a range of selected terminal multiples of 11.0x to 13.0x (being selected based on Moelis’ professional judgment and experience) to the estimate of the Company’s terminal year for the next twelve months Adjusted EBITDA (post-SBC) from the Company’s Management Projections. Moelis noted that the selected terminal multiple range was informed by the current and historical trading ranges of the Company and Outfront Media Inc. (“Outfront”), which, based on Moelis’ experience and professional judgment is the most similar publicly traded company. Moelis further noted that the Company then-currently traded, and has historically traded, at a discount relative to Outfront because the Company is more highly levered and not classified as a real estate investment trust (“REIT”), which provides tax benefits to Outfront.

Moelis separately calculated the net present value as of February 6, 2026 of the Company’s tax attributes, including net operating losses, with the utilization based on cash tax savings estimates provided by Company management for fiscal years ending December 31, 2026 through December 31, 2030 (in each case, discounted using a mid-year discounting convention) utilizing a range of discount rates of 9.50% to 11.00% based on an estimated range of the Company’s WACC with such discount rates determined based on Moelis’ professional judgment and experience.

Moelis then derived implied per share reference ranges from the resulting implied TEV reference ranges by (i) subtracting the Company’s then-estimated net debt of approximately $4,839.0 million as of December 31, 2025 (calculated as total debt less cash and cash equivalents and net proceeds from the Spanish Divestiture), (ii) adding the implied value of the Company’s tax attributes calculated as described above and (iii) dividing the resulting number by the fully diluted shares of Company Common Stock outstanding, as estimated and provided by the Company’s management. This analysis indicated the following implied per share reference range for the Company, as compared to the $2.43 per share merger consideration:

Selected Publicly Traded Companies Analysis

Moelis reviewed financial and stock market information of two publicly traded companies engaged in out-of-home advertising (the “Selected Public Companies”), in each case, whose operations Moelis believed, based on its experience and professional judgment, to be generally relevant in certain respects to the Company for purposes of Moelis’ analysis.

Based on its professional judgment and experience, Moelis considered but did not rely upon JCDecaux SE (“JCDecaux”) due to differences in market focus, product mix and capital intensity of JCDecaux’s street furniture business.

Moelis reviewed, among other things, enterprise value to Adjusted EBITDA (post-SBC) multiples estimated for fiscal year 2026. Financial data for the Selected Public Companies was based on publicly available research analysts’ estimates, public filings and other publicly available information as of February 6, 2026.

The Selected Public Companies and their TEV to Adjusted EBITDA (post-SBC) multiples for fiscal year 2026 used by Moelis in this analysis are summarized in the following table:

Based on the foregoing and using its professional judgment and experience, Moelis selected multiples reference ranges of 11.0x to 13.0x Adjusted EBITDA (post-SBC) for fiscal year 2026 for the Selected Companies. Moelis noted that the multiples reference range was based on the current trading multiples of the Company and Outfront, which, based on Moelis’ experience and professional judgment, is the most similar publicly traded company. Moelis further noted that the Company currently trades at a relative discount to Outfront because the Company is more highly levered and is not classified as a REIT, which provides tax benefits to Outfront.

Moelis then applied such multiples reference ranges to the Company’s estimated fiscal year 2026 Adjusted EBITDA (post-SBC) (as set forth in the Management Projections) to derive ranges of implied TEVs for the Company. Moelis then derived implied per share of reference ranges from the resulting implied TEV reference ranges by (i) subtracting the Company’s then-estimated net debt of approximately $4,839.0 million as of December 31, 2025 (calculated as total debt less cash and cash equivalents and net proceeds from the Spanish Divestiture) and (ii) dividing the resulting number by the fully diluted shares of Company Common Stock outstanding, in each case, as estimated and provided by the Company’s management. This analysis indicated the following implied per share reference range for the Company, as compared to the $2.43 per share merger consideration:

Selected Precedent Transactions Analysis

Moelis reviewed financial information of certain selected transactions announced since 2016 involving target businesses engaged in out-of-home advertising and that are primarily billboard-based businesses in U.S. or similar geographies (the “Selected Precedent Transactions”) whose operations Moelis believed, based on its experience and professional judgment, were generally relevant in certain respects to the Company for purposes of Moelis’ analysis.

Moelis reviewed implied TEV of each target business as a multiple of the last twelve months EBITDA prior to the transaction announcement (“LTM EBITDA”) for each Selected Precedent Transaction, for the target businesses, as applicable, immediately preceding announcement of the relevant transaction. Implied TEVs were based on the announced purchase prices paid for the target businesses, as well as publicly available LTM EBITDA for such target businesses. This data is summarized in the following table:

Moelis selected the precedent transactions using its professional judgment and experience based on the following criteria: (i) transactions in outdoor or out-of-home advertising, (ii) primarily billboard-based businesses, (iii) in the United States or similar geographies and (iv) over the last ten years prior to the date of the opinion. No single transaction is similar in scale to the Merger.

Based on the foregoing and using its professional judgment and experience, Moelis selected multiples ranges of 12.5x to 14.0x TEV/Adjusted EBITDA (post-SBC) for the Company’s estimated fiscal year 2025 Adjusted EBITDA (post-SBC). Moelis then applied such multiples ranges to estimated fiscal year 2025 Adjusted EBITDA (post-SBC) of the Company (as set forth in the Management Projections) to derive ranges of implied TEVs for the Company. Moelis then derived implied per share reference ranges from the resulting implied TEV reference ranges by (i) subtracting the Company’s then-estimated net debt of approximately $4,839.0 million as of December 31, 2025 (calculated as total debt less cash and cash equivalents and net proceeds from the Spanish Divestiture) and (ii) dividing the resulting number by the fully diluted shares of Company Common Stock outstanding, as estimated and provided by the Company’s management. This analysis indicated the following implied per share reference range for the Company, as compared to the $2.43 per share merger consideration:

Other Information

Moelis also noted for the Company Board certain additional factors that were not relied upon by Moelis or considered part of Moelis’ financial analysis with respect to its opinion but were referenced for informational purposes, including, among other things:

Sum-of-the-Parts Valuation.    Moelis performed a sum-of-the-parts analysis of the Company by performing separate financial analyses of the Company’s America business and the Company’s Airports business. Moelis then calculated an implied per share equity value reference range for the Company based on the implied TEV reference

range for the Company based on an Adjusted EBITDA (post-SBC) multiple of 7.5x to 9.5x with respect to the Company’s Airports business and 11.5x to 13.5x with respect to the Company’s America business, each selected by Moelis using its professional judgment and experience, and dividing the resulting number by the fully diluted shares of Company Common Stock outstanding, as estimated and provided by the Company’s management, which resulted in an implied per share reference range for the Company of $1.61 to $3.52.

Analyst Share Price Targets.    Moelis reviewed forward stock price targets for the Company Common Stock in four published, publicly available Wall Street research analysts’ reports as of (i) October 16, 2025, with respect to the unaffected share price target of the Company, and (ii) February 6, 2026 with respect to then-current share price of the Company, which indicated low and high stock price targets ranging from $1.35 to $1.75 per share with respect to the unaffected share price and $2.00 to $2.10 per share with respect to then-current share price. These stock price targets exclude, in each of the foregoing cases (i) and (ii), a Wall Street research analyst report which considers a case for the acquisition of the Company as a whole.

52-Week High-Low/Historical Stock Price Performance.    Moelis reviewed the historical trading prices for the Company Common Stock over a (i) 52-week period ending October 16, 2025, with respect to the unaffected share price of the Company, which reflected low and high stock prices during such period ranging from $0.81 to $1.69 per share and (ii) 52-week period ending February 6, 2026, with respect to the current share price of the Company Common Stock, which reflected low and high stock prices during such period ranging from $0.81 to $2.30 per share.

Leveraged Buyout Analysis (Base Case).    Moelis reviewed the theoretical per share purchase prices that could be paid by a hypothetical financial buyer in an acquisition of the Company based on the Company’s Management Projections and estimated exit values for the Company. The analysis assumes a target annualized internal rate of return of 15.00% to 25.00%, a range of exit multiples of 11.0x to 13.0x and a 5-year investment hold period. The analysis also assumes 6.8x of debt and 1.5x of preferred equity. This illustrative analysis indicated an implied per share reference range for the Company of approximately $0.40 to $2.80 per share.

Leveraged Buyout Analysis (REIT Case).    Moelis reviewed the theoretical per share purchase prices that could be paid by a hypothetical financial buyer in an acquisition of the Company based on the Company’s Management Projections and estimated exit values for the Company. The Leveraged Buyout Analysis (Base Case) referenced above assumes an exit through an acquisition of the Company as a whole after the 5-year hold period on December 31, 2030. The Leveraged Buyout Analysis (REIT Case), however, assumes an initial public offering as a REIT on January 1, 2031 and secondary shares of Company Common Stock being subsequently sold over the next two years. Assuming a target annualized internal rate of return of 15.00% to 25.00%, a range of exit multiples of 12.0x to 14.0x informed by the Adjusted EBITDA (post-SBC) described above, a 5-year investment hold period and 6.8x of debt and 1.5x of preferred equity, this illustrative analysis indicated an implied per share reference range for the Company of approximately $0.42 to $3.07.

Miscellaneous

This summary of the analyses is not a complete description of Moelis’ opinion or the analyses underlying, and factors considered in connection with, Moelis’ opinion. The preparation of a fairness opinion is a complex analytical process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Moelis’ opinion. In arriving at its fairness determination, Moelis considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis. Rather, Moelis made its fairness determination on the basis of its experience and professional judgment after considering the results of all of its analyses.

No company or transaction used in the analyses described above is identical to the Company, Parent or the Merger. In addition, such analyses do not purport to be appraisals, nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon Management Projections of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by such analyses. Because the analyses described above are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, neither the Company nor Moelis nor any other person assumes responsibility if future results are materially different from those forecasts.

The Merger Consideration was determined through arm’s length negotiations between the Company and the Consortium and was approved by the Company Board. Moelis did not recommend any specific consideration to the Company or its board of directors, or that any specific amount or type of consideration constituted the only appropriate consideration to be paid in the Merger.

The Company Board retained Moelis as its financial advisor in connection with the Merger because Moelis has substantial experience in similar transactions and familiarity with the Company. Moelis is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, strategic transactions, corporate restructurings, and valuations for corporate and other purposes.

Moelis acted as financial advisor to the Company in connection with the Merger. The Company agreed to pay Moelis certain fees for its services in connection with the Merger, including (i) an opinion fee of $4.0 million that became payable to Moelis upon delivery of the opinion (regardless of the conclusion reached in the opinion) and which shall be offset, to the extent paid, against the transaction fee referred to in clause (ii), (ii) a transaction fee equal to 0.405% of the Transaction Value (as defined in the Company’s engagement letter with Moelis) payable to Moelis upon the Closing and (iii) a discretionary fee, in the Company’s sole discretion, in an amount up to $6.75 million. The transaction fee referred to in clause (ii) is currently estimated to be approximately $25.0 million. In addition, the Company has agreed to reimburse Moelis for certain of its expenses, including reasonable attorney’s fees and disbursements, and to indemnify Moelis and related persons for various liabilities, including certain liabilities under the federal securities laws.

Moelis’ affiliates, employees, officers and partners may at any time own securities (long or short) of the Company, Parent, Mubadala Capital, TWG, ForgeLight, which served as a strategic partner to the Consortium, Newlight, which served as a strategic partner to the Consortium, and their respective related entities.

In the past three years prior to the date of the opinion, Moelis has acted as financial advisor to the Company in connection with sales of various businesses, each of which is unrelated to the Merger. As of February 4, 2026, Moelis had received fees from or on behalf of the Company of $18.375 million in connection with such sales and, if such potential sales are completed, Moelis estimates that it will receive additional fees of approximately $3.05 million in connection with such sales. In the past three years prior to the date of the opinion, Moelis has acted as financial advisor to Mubadala Capital and certain of its affiliates in connection with three transactions, each of which is unrelated to the Merger. As of February 4, 2026, Moelis had received fees from or on behalf of Mubadala Capital or its affiliates of approximately $2.8 million in connection with such transactions and, if such potential transactions are completed, Moelis estimates that it will receive additional fees of approximately $5.0 million in connection with these transactions. With respect to the foregoing current engagements, exact fees owed to Moelis upon successful completion of such transactions, if applicable, will depend on a variety of factors, including the length of the engagement, transaction values and other specifics of the transaction structures as agreed by the relevant transaction parties. Since January 2023, Moelis has not been engaged by (and has not received any fees from) TWG. Since January 2023, Moelis has not been engaged by (and has not received any fees from) Newlight, which served as a strategic partner to the Consortium. Since January 2023, Moelis has not been engaged by (and has not received any fees from) ForgeLight, which served as a strategic partner to the Consortium. In February 2021, Moelis was engaged as a financial advisor to a private company in which ForgeLight held a 29.52% voting interest, and two other stakeholders held a 40.83% and 29.65% voting interest respectively, in connection with a potential transaction. The potential transaction ultimately did not occur and Moelis did not receive any fees in connection with this engagement.

In the future, Moelis and its affiliates may provide investment banking or other services to the Company, Parent, Mubadala Capital, TWG, ForgeLight, which served as a strategic partner to the Consortium, Newlight, which served as a strategic partner to the Consortium, and/or their respective related entities, for which Moelis would expect to receive compensation for such services.

Certain Company Management Projections

The Company does not generally, as a matter of course, publicly disclose forecasts or projections as to future performance, earnings or other results, or make external disclosures of its anticipated financial position or results of operations given, among other things, the inherent difficulty of predicting financial performance for future periods and the likelihood that the underlying assumptions and estimates may not be realized, other than for providing, from time to time, estimates of certain expected financial results and operational metrics in its regular annual and

quarterly earnings press releases and other investor materials. Projections as to future performance, revenues, earnings or other results, particularly for extended periods in the future, are inherently uncertain and unpredictable, including given subjectivity of the underlying assumptions and estimates. As a result, the Company does not endorse projections or other unaudited prospective financial information as necessarily predictive of actual future results.

In connection with the Company Board’s review of the Company’s standalone prospects and potential strategic transactions available to the Company and the process leading up to the evaluation of the Merger, in October 2025, the Company’s management initially prepared, among other things, unaudited, non-public, forward-looking forecasts with respect to fiscal years 2025 through 2030 (the “Initial Management Projections”). In January 2026, the Company’s management updated the Initial Management Projections to reflect revised preliminary, unaudited and non-public preliminary historical financial information for fiscal year 2025 as the Company’s financial performance, including revenue from continuing operations, had incrementally improved compared to the Initial Management Projections; otherwise, the Company did not update the unaudited, non-public and forward-looking forecasts with respect to fiscal years 2026 through 2030, which were reviewed by and used by the Company Board on February 8, 2026 (the “Final Management Projections” and, together with the Initial Management Projections, the “Management Projections”). The Management Projections for fiscal years 2025 through 2028 were made available to Parent and the Consortium in connection with their due diligence review of the Merger (as described in the section of this proxy statement titled “— Background of the Merger”). The Management Projections, as well as certain other financial data, also were provided to Morgan Stanley and Moelis for their respective use and reliance in connection with their respective financial analyses and opinions, in the section of this proxy statement titled “— Opinions of the Company Financial Advisors.”

The Management Projections were prepared by the Company’s management and are subjective in many respects. The Management Projections reflect numerous estimates and assumptions, including the Company’s continued standalone operation and other relevant factors relating to the Company’s strategic plan and were not prepared with a view to public disclosure and are included in this proxy statement only because such information was made available to the Company Board, the Company Financial Advisors and potential counterparties, including Parent, as described herein. The Management Projections were not prepared with a view to compliance with generally accepted accounting principles as applied in the United States, which we refer to herein as “GAAP,” the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Furthermore, the Management Projections do not take into account any circumstances or events occurring after the date they were prepared, including the Merger. The Management Projections are not fact and should not be relied upon as necessarily indicative of actual future results, and readers of this proxy statement are cautioned not to place undue reliance on this information. Although this summary of the Management Projections is presented with numerical specificity with respect to the Final Management Projections, the Management Projections reflected numerous variables, assumptions and estimates as to future events made by the Company’s management that the Company’s management believed were reasonable at the time the Management Projections were prepared, taking into account the relevant information available to management at the time. Since the Management Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. The Management Projections reflected numerous estimates and assumptions with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to the Company’s business, all of which are difficult to predict and inherently uncertain, and many of which are beyond the Company’s control. The Management Projections also reflected assumptions as to certain business strategies or plans that are subject to change. As a result, the Management Projections may not be realized and actual results may be significantly higher or lower than projected. The Management Projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments.

The Management Projections constitute forward-looking information and are subject to risks and uncertainties, including the various risks set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (as amended), and the other reports filed by the Company with the SEC, as well as those set forth in the section titled “Forward-Looking Statements” found elsewhere in this proxy statement. The Management Projections as mentioned above, have been prepared by, and are the responsibility of, the Company’s management. Neither Ernst & Young LLP (“EY”), nor any other independent accountant, has audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying Management Projections and, accordingly, EY does

not express an opinion or any other form of assurance with respect thereto. EY’s report incorporated by reference in this proxy statement relates to the Company’s previously issued financial statements. It does not extend to the Management Projections and should not be read to do so.

The inclusion of the Final Management Projections in this proxy statement should not be regarded as an indication that the Company Board, the Company’s management, the Company’s advisors or other representatives, or any other recipient of this information, considered, or now considers, the Final Management Projections to be predictive of actual future results and should not be relied on as such. Actual results may differ materially (and will differ materially if the Merger is completed) from the Management Projections.

Except to the extent required by applicable federal securities laws, the Company does not intend, and expressly disclaims any responsibility to update or otherwise revise, any Management Projections to reflect circumstances existing after the date as of which such information was prepared or to reflect the occurrence of future events or changes in general economic or industry conditions, even in the event that any of the assumptions underlying such information is shown to be in error.

The summary of the Final Management Projections is included in this proxy statement only because the Final Management Projections were made available to (A) the Company Board in connection with its consideration of the Merger and other strategic alternatives available to the Company, including remaining an independent public company (as described in the section of this proxy statement titled “— Background of the Merger” and “— Reasons for the Merger; Recommendation of the Company Board”), (B) to the respective representatives of Morgan Stanley and Moelis by the Company for use by the respective representatives of Morgan Stanley and Moelis in connection with their financial analyses and opinions (as described in the sections of this proxy statement titled “— Opinions of the Company Financial Advisors”) and (C), only with respect to fiscal years 2025 through 2028, to the Consortium (including Parent) and other potential counterparties as described in the sections of this proxy statement titled “— Background of the Merger” and “— Reasons for the Merger; Recommendation of the Company Board.”

The following table is a summary of the Final Management Projections:

____________

(1)      Segment Adjusted EBITDA is the profitability metric reported to the Company’s Chief Operating Decision Maker for purposes of allocating resources and assessing segment performance. Segment Adjusted EBITDA is a GAAP financial measure calculated as revenue less direct operating expenses and selling, general and administrative expenses, excluding restructuring and other costs. Restructuring and other costs include costs associated with cost-saving initiatives such as severance, consulting and termination costs, and other special costs.

(2)      Adjusted Corporate expenses is a non-GAAP financial measure defined as corporate expenses excluding restructuring and other costs (as defined in footnote (1)) and share-based compensation expense.

(3)     Adjusted EBITDA is a non-GAAP financial measure defined as income (loss) from continuing operations, plus: income tax expense (benefit) attributable to continuing operations; non-operating expenses (income), including other expense (income), net, loss (gain) on extinguishment of debt, net, and interest expense, net; other operating expense (income),

net; depreciation, amortization and impairment charges; restructuring and other costs (as defined in footnote (1)); and share-based compensation expense. As used elsewhere in this proxy statement, this measure is referred to as “Adjusted EBITDA (pre-SBC).”

(4)      Numbers may not foot due to rounding.

(5)      Adjusted EBITDA less share-based compensation is a non-GAAP financial measure. As used elsewhere in this proxy statement, this measure is referred to as “Adjusted EBITDA (post-SBC).”

(6)      Adjusted EBITDA less share-based compensation and capital expenditures is a non-GAAP financial measure.

Certain of the measures included in the Management Projections, including Adjusted EBITDA (i.e., Adjusted EBITDA (pre-SBC)), Adjusted Corporate expenses, Adjusted EBITDA less share-based compensation (i.e., Adjusted EBITDA (post-SBC)) and Adjusted EBITDA less share-based compensation and capital expenditures, are “non-GAAP financial measures,” which are financial performance measures that are not calculated in accordance with GAAP. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by the Company may not be comparable to similarly titled measures used by other companies. The SEC rules which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures included in disclosures relating to a proposed business combination such as the Merger if the disclosure is included in a document such as this proxy statement. The Company has not prepared, and the Company Board has not considered, a reconciliation of these non-GAAP financial measures to applicable GAAP financial measures.

Certain Effects of the Merger

If the Merger Proposal is approved and the other conditions to the Closing are either satisfied or waived, Merger Sub will be merged with and into the Company upon the terms set forth in the Merger Agreement. As the surviving corporation in the Merger, the Company will continue to exist following the Merger as a wholly owned subsidiary of Parent.

Following the Closing, all shares of Company Common Stock will be beneficially owned by Parent and except as otherwise expressly agreed to in writing prior to the Effective Time by Parent and a Company stockholder, none of the Company’s current Company stockholders will have any direct ownership interest in, or be a stockholder of, the Company, the surviving corporation or Parent after the Closing.

At the Effective Time, and without any action by any Company stockholder, except as otherwise expressly agreed to in writing prior to the Effective Time by Parent and a Company stockholder, each share of Company Common Stock that is issued and outstanding as of immediately prior to the Effective Time (other than any shares of Company Common Stock held by the Company as treasury stock, any shares of Company Common Stock owned by Parent or any wholly owned subsidiaries of the Company or Parent (including Merger Sub), or any shares of Company Common Stock as to which holders (or, to the extent applicable, beneficial owners thereof) have properly exercised their statutory rights of appraisal in accordance with Section 262 of the DGCL) will be automatically cancelled, extinguished and converted into the right to receive the Merger Consideration. See the section of this proxy statement titled “The Merger Agreement — Consideration to Be Received in the Merger.”

At the Effective Time:

Company Options.    Each Company Option that is outstanding as of immediately prior to the Effective Time will, automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, 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 Company Option as of immediately prior to the Effective Time and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Option. Accordingly, each Company 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 Merger Consideration will, automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and forfeited for no consideration at the Effective Time.

Company RSUs.    Each Company RSU (other than a Director Substitute RSU) that is outstanding as of immediately prior to the Effective Time will, automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, immediately 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 Merger Consideration and (ii) the total number of shares of Company Common Stock subject to such Company RSU as of immediately prior to the Effective Time. Each Director Substitute RSU that is outstanding as of immediately prior to the Effective Time will, automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and converted into RSU Consideration with respect to a portion of the shares of Company Common Stock subject to the award, determined as the product of (i) the total number of shares of Company Common Stock subject to the Director Substitute RSU and (ii) the ratio of (A) the number of calendar quarters (including the quarter in which the Effective Time occurs) that have elapsed between January 1, 2026 and the Closing Date to (B) four.

Company PSUs — Completed Performance Periods.    Each Company PSU (including any portion thereof) 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, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, immediately 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 (A) the Merger Consideration and (B) the total number of shares of Company Common Stock subject to such Company PSU as of immediately prior to the Effective Time (as determined assuming the payout factor applicable to such Company PSUs based on actual performance attained in accordance with the applicable award agreement governing such Company PSU).

Company PSUs — Uncompleted Performance Periods.    Each Company PSU (including any portion thereof) 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 (except with respect to the Company Stock Price PSUs, as described below) will, automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and converted into the right to receive the Unvested PSU Consideration. The Unvested PSU Consideration will vest and become payable in accordance with the service-based vesting schedule applicable to such Company 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 CIC Severance Plan, following the Effective Time and prior to the regular vesting date. 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 Company PSU as of immediately prior to the Effective Time.

Company PSUs — Company Stock Price PSUs.    Each Company Stock Price PSU that is outstanding as of immediately prior to the Effective Time will, automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, 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 Merger Consideration and (B) one-third of the total number of shares of Company Common Stock subject to such Company Stock Price PSU as of immediately prior to the Effective Time and (ii) with respect to the remaining two-thirds of each such Company Stock Price PSU, the right to receive the Unvested Company Stock Price PSU Consideration, with such Unvested Company Stock Price 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 CIC Severance Plan, following the Effective Time and prior to May 31, 2028. For the avoidance of doubt, any Unvested Company Stock Price 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 Company Stock Price PSU through May 31, 2028.

Company Common Stock is currently registered under the Exchange Act and trades on the NYSE under the ticker symbol “CCO.” Following the Closing, shares of Company Common Stock will be delisted from the NYSE. In addition, the registration of shares of Company Common Stock under the Exchange Act will be terminated and the Company will no longer be required to file periodic and other reports with the SEC with respect to Company Common Stock. Termination of registration of Company Common Stock under the Exchange Act will reduce the information required to be furnished by the Company to the Company stockholders and the SEC, and will make provisions of the Exchange Act, such as the requirement to file annual and quarterly reports pursuant to Section 13(a) or 15(d) of the Exchange Act, the short-swing trading provisions of Section 16(b) of the Exchange Act and the requirement to furnish a proxy statement in connection with stockholders’ meetings pursuant to Section 14(a) of the Exchange Act, no longer applicable to the Company.

Effects on the Company if the Merger Is Not Completed

If the Merger Proposal is not approved by the Company stockholders, or if the Merger is not completed for any other reason, the Company stockholders will not receive any payment for their shares of Company Common Stock in connection with the Merger. Instead, the Company will remain an independent public company, Company Common Stock will continue to be listed and traded on the NYSE, Company Common Stock will continue to be registered under the Exchange Act, the Company will continue to file periodic and other reports with the SEC with respect to Company Common Stock and the Company stockholders will continue to own their shares of Company Common Stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of Company Common Stock.

If the Merger is not completed, there is no assurance as to the effect of these risks and opportunities on the future value of your shares of Company Common Stock, including the risk that the market price of Company Common Stock may decline to the extent that the current market price of Company Common Stock reflects a market assumption that the Merger will be completed. If the Merger is not completed, there is no assurance that any other transaction acceptable to the Company will be offered or that the business, operations, financial condition, earnings or prospects of the Company will not be adversely affected. Pursuant to the Merger Agreement, under certain circumstances, the Company is permitted to terminate the Merger Agreement in order to enter into an alternative transaction and may be obligated to pay to Parent the Company Termination Fee. Further, under certain circumstances, Parent may be obligated to pay the Company the Parent Termination Fee. See the section of this proxy statement titled “The Merger Agreement — Termination of the Merger Agreement.”

Financing of the Merger

Equity Financing

In connection with the execution of the Merger Agreement, the Equity Financing Parties have committed, pursuant to the Equity Commitment Letters, to capitalize Parent, at or immediately prior to the Closing, with an aggregate equity contribution in an amount equal to the Equity Commitment, on the terms and subject to the conditions set forth in the applicable Equity Commitment Letter. TWG has committed to capitalize the Guarantor at or immediately prior to the Closing, with an aggregate equity contribution in an amount of up to $1.1 billion, on the terms and subject to the conditions set forth in the TWG ECL.

Funding of the Equity Commitment is subject to the terms, conditions and limitations set forth in the Equity Commitment Letters, which include (a) the satisfaction or waiver by Parent and Merger Sub, at the Closing, of all of the conditions to the Closing, as set forth in the Merger Agreement described in the section of this proxy statement titled “The Merger Agreement — Conditions to Consummation of the Merger,” (b) the substantially contemporaneous funding of the Debt Financing (or any alternative financing incurred to finance the Merger, if applicable) or the confirmation in writing that the Debt Financing (or such alternative financing) will be funded substantially contemporaneously with the Closing if the Equity Commitment is funded and (c) the substantially contemporaneous Closing.

The obligations of the respective Equity Financing Parties to fund their respective portion of the Equity Commitment will terminate automatically and immediately upon the earliest to occur of (a) the Effective Time, (b) the valid termination of the Merger Agreement in accordance with its terms (unless in the case of this clause (b), the Merger Agreement shall have been terminated by Parent (without the Company’s consent) and the Company shall have commenced a legal proceeding asserting a claim under or in respect of the Merger Agreement against Parent and seeking specific performance under the Merger Agreement), (c) any amendment or restatement of the Merger Agreement not consented to in writing by Parent or Merger Sub, (d) the date as of which the respective Equity Financing Party irrevocably funds to Parent an amount in cash equal to the respective portion of the Equity Commitment thereunder in full, (e) the fifth business day following the date on which any legal proceeding (subject to certain exceptions) is brought by the Company against any of the Equity Financing Parties or any affiliate thereof (other than Parent or Merger Sub) by the Company in connection with, the Equity Commitment Letters or the Merger Agreement or any transaction contemplated hereby and (f) the termination of the TWG ECL, pursuant to the terms thereunder.

The Company is an express third-party beneficiary of the Equity Commitment Letters entitled to specifically enforce the obligations of the Equity Financing Parties in connection with the Company’s exercise of its rights pursuant to and in accordance with the Company’s specific performance rights under the Merger Agreement.

Debt Financing/Debt Cooperation

In connection with the execution of Merger Agreement, Merger Sub entered into the Debt Commitment Letter, with the Lenders providing for commitments by such Lenders, to provide, in connection with the Merger, a 364-day senior secured bridge facility in an aggregate principal amount of up to approximately $3.369 billion, on the terms and subject to the conditions set forth in the Debt Commitment Letter (the “Bridge Facility” and commitments thereunder, the “Bridge Commitments”).

The amount of loans available to the borrower under the Bridge Facility (the “Borrower”) will be reduced by, among other things, (i) 101% of the aggregate principal amount of (x) any of the Company’s (I) 7.5% Senior Secured Notes due 2033, (II) 7.125% Senior Secured Notes due 2031 and/or (III) 7.875% Senior Secured Notes due 2030 (collectively, the “Senior Secured Notes”) as amended to waive any requirement to make a change of control offer under any indenture governing the Senior Secured Notes in connection with the transactions contemplated by the Merger Agreement, including the requirement to launch a change of control offer thereunder and certain other related amendments thereunder in connection with the transactions contemplated by the Merger Agreement (any Senior Secured Notes as so amended or otherwise modified, the “Amended Senior Secured Notes”) and (y) the aggregate principal amount of Senior Secured Notes that are subject to such change of control offer, if any, and are not repurchased or redeemed following any such change of control offer (the “Non-Tendered Senior Secured Notes”) (unless 90% or more of any series of Senior Secured Notes constitutes Senior Secured Notes that are subject to such change of control offer, if any, and repurchased or redeemed following any such change of control offer (the “Tendered Senior Secured Notes”), in which case there will be no mandatory reduction of Bridge Commitments under this clause (y) if Merger Sub provides written notice, within 30 days following the closing of the change of control offer, that it intends to redeem the remaining Non-Tendered Senior Secured Notes of such series in an amount equal to the principal amount of such Non-Tendered Senior Secured Notes which the Company elects to redeem in connection therewith under the applicable indenture governing such series of Senior Secured Notes (the “Call Amount”)), (ii) 101% of the (A) aggregate principal amount of all Tendered Senior Secured Notes and (B) Call Amount (if applicable) with respect to any Non-Tendered Senior Secured Notes covered by the notice described in clause (i)(y) above, (iii) upon the funding of one or more new senior secured term loan facilities obtained by Merger Sub (the “Refinancing First Lien Term Facility”), if any, or effectiveness of the Existing First Lien Credit Agreement (as defined below) as amended to waive any change of control under the Existing First Lien Credit Agreement in connection with the transactions contemplated by the Merger Agreement and to permit the incurrence of the Bridge Facility and certain other related amendments thereunder in connection with the transactions contemplated by the Merger Agreement (such Existing First Lien Credit Agreement, as amended, the “Amended Existing First Lien Credit Agreement”), $425,000,000 and (iv) 100% of the net cash proceeds of any indebtedness for borrowed money incurred by us or any of our subsidiaries (other than (a) the loans under the Bridge Facility, (b) any of one or more new senior secured term loan facilities, a new senior secured cash flow revolving credit facility, and/or a new asset-based revolving credit facility that Merger Sub may seek to obtain, (c) any revolving credit facilities, (d) capitalized leases, purchase money indebtedness and (e) other indebtedness for borrowed money in an aggregate principal amount not to exceed $500,000,000).

Substantially concurrently with the Closing, the borrowings or other credit support provided under the Bridge Facility will be used to (i) repurchase Senior Secured Notes which are tendered in one or more change of control offers launched before, on or after the Closing Date that, in each case, are consummated on or after the Closing Date, (ii) redeem and/or satisfy and discharge one or more series of Non-Tendered Senior Secured Notes, (iii) if the Refinancing First Lien Term Facility is not obtained prior to the Closing Date, refinance that certain Credit Agreement, dated as of August 23, 2019, by and among the Company, as the borrower, the lenders from time to time party thereto and Deutsche Bank AG New York Branch, as administrative agent and as collateral agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Existing First Lien Credit Agreement”) and (iv) pay the fees, premiums, expenses and other transaction costs incurred in connection therewith.

The funding (if applicable) and availability of the Bridge Facility, as applicable, on the Closing Date are subject solely to the satisfaction (or waiver by the commitment parties party to the Debt Commitment Letter) of a number of limited conditions, including the following: (i) Closing substantially concurrently with the initial

funding (if applicable) and availability, as applicable, of the Bridge Facility (subject to customary limitations on amendments, modifications or waivers of the Merger Agreement), (ii) consummation of the equity contribution made to Parent pursuant to the Debt Commitment Letter, (iii) delivery of certain documentation with respect to the Borrower under the Bridge Facility required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, (iv) execution and delivery of definitive loan documentation and receipt of customary legal opinions and closing documents, notices and certificates, (v) execution and delivery of all documents necessary to perfect the security interests of the administrative agent of the Bridge Facility in the collateral under the Bridge Facility, (vi) payment of all fees and expenses required to be paid on the Closing Date pursuant to the Debt Commitment Letter and related fee letters substantially simultaneously with the Closing Date, (vii) the accuracy in all material respects of certain specified representations set forth in the Merger Agreement, but only to the extent that breach of such representations would give the Borrower (or an affiliate of the Borrower) the right to terminate its (or its affiliate’s) obligations pursuant to the terms of the Merger Agreement, and the accuracy in all material respects of certain specified representations set forth in the Debt Commitment Letter, (viii) no Company Material Adverse Effect has occurred since the date of the Merger Agreement that results in the Borrower or an affiliate of the Borrower having the right to terminate its (or its affiliate’s) obligations under the Merger Agreement and (ix) to the extent any Company Credit Agreement (as defined in the Merger Agreement) does not as of the Closing Date constitute (a) an Amended Existing First Lien Credit Agreement and/or (b) that certain ABL Credit Agreement, dated as of August 23, 2019, among, inter alios, the Company, as the parent borrower, the other borrowers from time to time party thereto, the lenders from time to time party thereto and Deutsche Bank AG New York Branch, as administrative agent and as collateral agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Existing ABL Credit Agreement”), as amended to waive any change of control under the Existing ABL Credit Agreement in connection with the transactions contemplated by the Merger Agreement, to permit the incurrence of the Bridge Facility and certain other related amendments thereunder in connection with the transactions contemplated by the Merger Agreement, then, in the case of the foregoing clauses (ix)(a) and (ix)(b), in each case, each such Company Credit Agreement, as applicable, has been, or substantially concurrently with the funding of the loans under the Bridge Facility (if any) is, repaid in full on the Closing Date and all commitments thereunder terminated.

The commitments of the lenders under the Debt Commitment Letter will terminate on the earliest of (a) the date that is five (5) business days after the Termination Date (as defined in the Merger Agreement, after giving effect to any extensions thereof pursuant to the terms of the Merger Agreement), (b) the date of the valid and legally binding termination of the Merger Agreement prior to the Closing, (c) the Closing Date (to the extent such date occurs without the funding or effectiveness of the Bridge Facility) and (d) the date Borrower delivers notice of the termination of all of the commitments in respect of the Bridge Facility.

Guarantee

In connection with the execution of the Merger Agreement, subject to the terms and conditions set forth in the limited guarantee, dated as of February 9, 2026 (the “Guarantee”), Guarantor guaranteed to the Company, if and when due and payable in accordance with the terms of the Merger Agreement, the due and punctual payment by Parent to the Company the sum of (a) (i) the Parent Termination Fee to the extent owed by Parent pursuant to Section 8.2(e) of the Merger Agreement or (ii) if the Parent Termination Fee is not payable pursuant to Section 8.2(e) of the Merger Agreement, damages, recovery or award (in an aggregate amount not to exceed an amount equal to the Parent Termination Fee) for any amounts payable by Parent or Merger Sub as monetary damages pursuant to the Merger Agreement, subject to all of the limitations set forth in the Merger Agreement, (b) the reimbursement obligations to the extent owed by Parent pursuant to Sections 6.6(f), 6.6(i) and 6.6(g) of the Merger Agreement, and (c) any Enforcement Costs to the extent owed by Parent pursuant to Section 8.2(h) of the Merger Agreement (the sum of the amounts set forth in clauses (a), (b) and (c), the “Guaranteed Obligations”), up to a maximum aggregate liability of $102,000,000 (the “Guarantor Liability Limitation”).

The Guarantee is irrevocable and unconditional, and will terminate upon the earliest to occur of (a) the Effective Time, (b) subject to the Guarantor Liability Limitation, the payment in full in cash by Guarantor of all amounts payable by it thereunder in respect of the Guaranteed Obligations, (c) the date of the valid termination of the Merger Agreement in accordance with its terms (if, and only if, at such time, the Company is not entitled to any Guaranteed Obligation in accordance with the terms of the Merger Agreement), (d) the date that is sixty (60) days following the valid termination of the Merger Agreement in accordance with its terms if at such time the Company may be entitled to any Guaranteed Obligation in accordance with the terms of the Merger Agreement, unless prior

to the expiration of such sixty (60) day period, (i) the Company has delivered a written notice with respect to any of the Guaranteed Obligations asserting that Guarantor, Parent or Merger Sub is liable, in whole or in part, for any portion of the Guaranteed Obligations and (ii) the Company asserts a claim against Guarantor, Parent or Merger Sub for any Guaranteed Obligation and, if the Company remains unpaid and the Company commences an action with respect to the Guarantee, in which case the Guarantee shall survive; provided that, with respect to the foregoing clause (d), Guarantor shall have no further liability or obligation under the Guarantee from and after the earlier of (A) a final, non-appealable resolution of such action from a court of the competent jurisdiction in accordance with the terms of the Guarantee determining that Guarantor does not owe any amount under the Guarantee and (B) a written agreement between Guarantor and the Company to terminate the Guarantee, and (e) the date upon which the Company or any of its affiliates acting on its behalf (i) seeks to impose liability upon Guarantor in excess of the Guarantor Liability Limitation or otherwise challenges any limit on the liability of Guarantor thereunder, or (ii) makes any claim arising under, or in connection with, the Guarantee, the Merger Agreement, the Equity Commitment Letters or any other agreement contemplated thereby (subject to certain exceptions).

Interests of the Company’s Directors and Executive Officers in the Merger

In considering the recommendations of the Company Board with respect to the Merger, Company stockholders should be aware that the Company’s directors and executive officers have certain interests, including financial interests, in the Merger that may be different from, or in addition to, the interests of Company stockholders generally. The Company Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement, and in making its recommendation that Company stockholders adopt the Merger Agreement. See the section of this proxy statement titled “— Background of the Merger” and the section of this proxy statement titled “— Reasons for the Merger; Recommendation of the Company Board.” These interests are described in more detail below, and certain of them are quantified in the narrative and the tables below.

Treatment of the Company’s Equity Awards

Company Options.    At the Effective Time, each Company Option that is outstanding as of immediately prior to the Effective Time will, automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, 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 Company Option as of immediately prior to the Effective Time and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Option. Accordingly, each Company 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 Merger Consideration will, automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and forfeited for no consideration at the Effective Time.

Company RSUs.    At the Effective Time, each Company RSU (other than a Director Substitute RSU) that is outstanding as of immediately prior to the Effective Time will, automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, immediately 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 Merger Consideration and (ii) the total number of shares of Company Common Stock subject to such Company RSU as of immediately prior to the Effective Time. Each Director Substitute RSU that is outstanding as of immediately prior to the Effective Time will, automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and converted into RSU Consideration with respect to a portion of the shares of Company Common Stock subject to the award, determined as the product of (i) the total number of shares of Company Common Stock subject to the Director Substitute RSU and (ii) the ratio of (A) the number of calendar quarters (including the quarter in which the Effective Time occurs) that have elapsed between January 1, 2026 and the Closing Date to (B) four.

Company PSUs — Completed Performance Periods.    At the Effective Time, each Company PSU (including any portion thereof) 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, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, immediately 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 (A) the Merger Consideration and (B) the total number of shares of Company Common Stock subject

to such Company PSU as of immediately prior to the Effective Time (as determined assuming the payout factor applicable to such Company PSUs based on actual performance attained in accordance with the applicable award agreement governing such Company PSU).

Company PSUs — Uncompleted Performance Periods.    At the Effective Time, each Company PSU (including any portion thereof) 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 (except with respect to the Company Stock Price PSUs, as described below) will, automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and converted into the right to receive the Unvested PSU Consideration. The Unvested PSU Consideration will vest and become payable in accordance with the service-based vesting schedule applicable to such Company 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 CIC Severance Plan, following the Effective Time and prior to the regular vesting date. 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 Company PSU as of immediately prior to the Effective Time.

Company PSUs — Company Stock Price PSUs.    At the Effective Time, each Company Stock Price PSU that is outstanding as of immediately prior to the Effective Time will, automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, 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 Merger Consideration and (B) one-third of the total number of shares of Company Common Stock subject to such Company Stock Price PSU as of immediately prior to the Effective Time and (ii) with respect to the remaining two-thirds of each such Company Stock Price PSU, the right to receive the Unvested Company Stock Price PSU Consideration, with such Unvested Company Stock Price 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 CIC Severance Plan, following the Effective Time and prior to May 31, 2028. For the avoidance of doubt, any Unvested Company Stock Price 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 Company Stock Price PSU through May 31, 2028.

Quantification of Equity Award Payments.    All Unvested Company RSUs (other than the Director Substitute RSUs) held by our non-employee directors will fully vest at the Effective Time, subject to the non-employee director’s continued service through the Effective Time. The estimated aggregate amount that would be payable to the Company’s nine non-employee directors for such Company RSUs if the Effective Time occurred on April 1, 2026 is $1,372,583. For an estimate of the amounts that would be payable to each of the Company’s named executive officers with regard to their Company Options, Company RSUs and Company PSUs, see the section of this proxy statement titled “— Quantification of Payments and Benefits.” The estimated aggregate value of Company RSUs and Company PSUs held by Bob McCuin, our only executive officer who is not a named executive officer, that would become vested if immediately after the Closing such executive officer incurred a qualifying termination is $4,324,183.

Executive Change in Control Severance Plan

Each of the Company’s current executive officers is eligible to participate in the CIC Severance Plan, which provides for enhanced severance benefits in the event that, within 12 months following a change in control, the executive officer’s employment is terminated without “cause” or the executive officer resigns for “good reason” (both as defined in the CIC Severance Plan) (each, a “qualifying termination”).

The CIC Severance Plan provides that, in the event of a qualifying termination, the executive officer will be entitled to the following:

•        cash payment equal to the product of (i) the Applicable Severance Multiplier (as defined in the CIC Severance Plan) (i.e., 2.0 for Mr. Wells, 1.5 for Messrs. Sailer and McCuin and Ms. Feldman, and 1.0 for Mr. Dilger), times (ii) the sum of such participant’s (a) base salary and (b) target annual bonus;

•        payment of a pro-rated annual bonus for the year of termination, based on actual performance;

•        payment of any earned but unpaid annual bonus for the year prior to termination; and

•        Company-paid COBRA premiums for the Applicable Benefits Period (as defined in the CIC Severance Plan) (i.e., 24 months for Mr. Wells, 18 months for Messrs. Sailer and McCuin and Ms. Feldman and 12 months for Mr. Dilger).

Employment Agreements with Executive Officers

Each of Scott R. Wells (President & Chief Executive Officer), David J. Sailer (Executive Vice President, Chief Financial Officer), Lynn A. Feldman (Executive Vice President, Chief Legal and Administrative Officer and Corporate Secretary) and Jason A. Dilger (Senior Vice President, Chief Accounting Officer) is party to an employment agreement with the Company and Bob McCuin (Executive Vice President and Chief Revenue Officer) is party to an offer letter with the Company (collectively, the “Employment Agreements”). Under the Employment Agreements, each such executive officer is eligible to receive certain severance payments and benefits upon a qualifying termination, to the extent not duplicated by any severance payments and benefits owed to such executive officer pursuant to the CIC Severance Plan.

The Employment Agreement for Mr. Wells provides that, upon a qualifying termination or upon the Company’s non-renewal of the employment term, Mr. Wells will be entitled to the following severance payments and benefits in addition to the amounts payable pursuant to the CIC Severance Plan, as described above:

•        a separation bonus in an amount equal to the target annual bonus for the year in which Mr. Wells’ employment terminates; and

•        accelerated vesting of time-vesting equity awards scheduled to vest within the 12 months following termination and a portion of the Company PSUs (determined based on the termination date in relation to the end of the applicable performance period) will remain outstanding and eligible to vest at the end of the applicable performance period based on the applicable performance metrics as outlined in the applicable award agreement (the “Equity Acceleration”).

The Employment Agreements for Messrs. Sailer and Dilger and Ms. Feldman each provide that, upon a termination without “cause” (as defined in the applicable Employment Agreement) or upon the Company’s non-renewal of the employment term, or with respect to Mr. Sailer and Ms. Feldman, a resignation for “good reason” (as defined in the applicable Employment Agreement), such executive officer will be entitled to the Equity Acceleration in addition to the amounts payable pursuant to the CIC Severance Plan, as described above.

The Employment Agreement for Mr. McCuin does not provide for any additional severance payments or benefits upon a qualifying termination, other than those amounts payable pursuant to the CIC Severance Plan.

Payments and benefits under each of the Employment Agreements and the CIC Severance Plan are subject to the applicable executive officer’s execution and non-revocation of a general release of claims in favor of the Company and continued compliance with restrictive covenant obligations.

Quantification of Payments.    For an estimate of the amounts that would be payable to each of the Company’s named executive officers under the CIC Severance Plan and the Employment Agreements in the event of a qualifying termination during the change of control period, see the section of this proxy statement titled “— Quantification of Payments and Benefits.” The estimated aggregate amount that would be payable under the CIC Severance Plan and the Employment Agreements to Bob McCuin, our only executive officer who is not a named executive officer, if immediately after the Closing such executive officer incurred a qualifying termination is $2,283,738.

2026 Annual Bonuses

Pursuant to the Merger Agreement, each individual who is an employee of the Company or any of its Subsidiaries immediately prior to the Effective Time and who continues to be an employee of Parent or one of its Subsidiaries (including the surviving corporation) immediately following the Effective Time (each, a “Continuing Employee”), who as of immediately prior to the Effective Time is eligible for an annual bonus for 2026 and who remains employed with Parent or its Subsidiaries through the regular payment date for such bonus, shall be eligible to receive in cash, on such regular payment date, an annual bonus payment in respect of the 2026 performance period in an amount that is determined based on the target level of attainment of the applicable performance

measures under the applicable bonus plan as in effect on the Closing Date, with any above target payouts made in Parent’s sole discretion (provided that (i) for any annual bonus based in whole or in part on achieving sales performance targets (a “Sales-Based Bonus”), the portion of such annual bonus that is a Sales-Based Bonus will be determined based on the actual level of attainment of the applicable performance measures, and (ii) annual bonuses payable to non-exempt employees will be determined in the discretion of the Company consistent with past practice, but shall not exceed the amount payable based on the greater of the target and actual level of attainment of the applicable performance measures) (collectively, the “2026 Annual Bonuses”). However, any Continuing Employee whose employment is terminated following the Closing and prior to the payment of the 2026 Annual Bonuses due to a termination of employment by the Company (or its employing Affiliate) for reasons other than cause, or due to such Continuing Employee’s resignation for “good reason” if the Continuing Employee is subject to a severance arrangement providing for severance eligibility based on “good reason,” will, in addition to any other severance entitlement (but not in addition to any right to a pro rata bonus on termination) and subject to the execution of a customary release of claims, be entitled to payment of a 2026 Annual Bonus payable no later than the regular payment date, calculated based on the amount payable based on the actual level of attainment of the applicable performance measures under such applicable bonus plan, and prorated based on the portion of the 2026 performance period elapsed through the date of such Continuing Employee’s termination or resignation.

Retention Program

In connection with entry into the Merger Agreement, the Company entered into letter agreements with each of Messrs. Wells, Sailer, Dilger, McCuin and Ms. Feldman, 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 named executive officer’s name in the table below (the “Retention Bonuses”) will vest and become payable immediately prior to the Closing, subject to the applicable named executive officer’s continued employment through the Closing. If the applicable executive officer’s employment is terminated by the Company without “cause” (as defined in the applicable Retention Bonus Agreements) or, for Messrs. Wells, Sailer, McCuin 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 named executive officer’s Retention Bonus will vest and become payable upon such termination of employment.

Arrangements with Parent

As of the date of this proxy statement, none of our executive officers has had any discussions or negotiations, or entered into any agreement, with Parent or any of its affiliates regarding the potential terms of their individual employment arrangements or the right to purchase or participate in the equity of Parent or one or more of its affiliates following the Closing. Prior to or following the Closing, however, certain executive officers may have discussions, or may enter into agreements with, Parent, the Company, or their respective affiliates regarding employment with, or the right to purchase or participate in the equity of, Parent or one or more of its affiliates.

Other Compensation Actions

In addition to the payments and benefits above, under the terms of the Merger Agreement, the Company may take certain compensation actions prior to the completion of the Merger that will affect the Company’s directors and executive officers, although determinations related to such actions have not been made as of the date of this proxy statement and the impact of such actions is not reflected in the amounts estimated above. Under the Merger Agreement, the Company may take certain actions before the Effective Time to mitigate the amount of potential “excess parachute payments” for “disqualified individuals” (each as defined in Section 280G of the U.S. Internal

Revenue Code of 1986, as amended (the “Code”)), including for the executive officers. As of the date of this proxy statement, the Company has not approved any specific actions to mitigate any impact of Section 280G of the Code on the Company or any disqualified individuals.

Indemnification of Directors and Insurance and Insurance

Pursuant to the terms of the Merger Agreement, the Company’s directors and executive officers will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies. See the section of this proxy statement titled “The Merger Agreement — Indemnification of Directors and Officers and Insurance.”

Quantification of Payments and Benefits

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation of each of the Company’s named executive officers, that is based on or otherwise relates to the Merger and that will or may become payable to the named executive officers at the completion of the Merger or on a qualifying termination of employment upon or following the date of the Closing. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section, we use such term to describe the Merger-related compensation payable to the Company’s named executive officers. The “golden parachute” compensation payable to these individuals is subject to a non-binding advisory vote of the Company stockholders. The “named executive officers” presented in this disclosure are the Company’s named executive officers as disclosed in Amendment No. 1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, other than Mr. Justin Cochrane (Former Chief Executive Officer of Clear Channel UK and Clear Channel Europe), whose employment with the Company ended on March 31, 2025, and thus is not entitled to any payments in connection with the Merger.

The table below sets forth, for the purposes of this golden parachute disclosure, the amount of payments and benefits (on a pre-tax basis) that each of the Company’s named executive officers would receive based on the following assumptions: (i) the Closing occurs on April 1, 2026; (ii) each named executive officer experiences a qualifying termination on such date; (iii) each named executive officer’s base salary rate and annual target bonus remains unchanged from that in effect as of the date of this proxy statement; (iv) the number of Company Options, Company RSUs and Company PSUs outstanding as of the date hereof, (v) the Merger Consideration is equal to $2.43 per share of Company Common Stock and (vi) each named executive officer has properly executed any required releases and complied with all requirements necessary in order to receive the payments and benefits. Some of the assumptions used in the table below are based upon information not currently available and, as a result, the actual amounts to be received by any of the individuals below may materially differ from the amounts set forth below. Additional detail regarding the named executive officers’ interests in the merger is provided in the section entitled “— Interests of the Company’s Directors and Executive Officers in the Merger.”

Golden Parachute Compensation

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(1)      The amount shown for each named executive officer consists of: (a) a lump sum cash severance payment equal to the Applicable Severance Multiplier times the sum of the named executive officer’s (i) annual base salary and (ii) current year target annual bonus, (b) the named executive officer’s annual bonus for the 2026 calendar year prorated based on the period from January 1, 2026 through the assumed date of the Closing and (c) each named executive officer’s Retention Bonus, in each case, as set forth in more detail in the table below this footnote. The severance payment and the prorated 2026 annual bonus are considered to be double-trigger payments, which means that both a change in control, such as the Merger, and a qualifying termination of employment must occur prior to any payment being provided to the named executive officer. The Retention Bonus is payable to the named executive officers immediately prior to the completion of the Merger, subject to their continued employment through such date. The Retention Bonuses are considered to be single-trigger payments.

____________

(2)      As described in the section entitled “— Treatment of the Company’s Equity Awards,” all Company Options have an exercise price that is higher than the Merger Consideration and thus are expected to be cancelled without payment; Company RSUs held by the named executive officers are subject to single-trigger vesting and payment in cash upon the Closing based on the Merger Consideration; Company PSUs with uncompleted performance periods are subject to double-trigger vesting and would be settled upon a qualifying termination based on the Merger Consideration, except that 1/3 of the Company Stock Price PSUs are subject to single-trigger vesting and payment in cash upon the Closing based on the Merger Consideration (with performance determined in accordance with the Merger Agreement); and Company PSUs for which the applicable performance period has been completed are fully vested and are subject to payment in cash upon the Closing based on the number of shares earned based on actual achievement of the performance metrics multiplied by the Merger Consideration.

____________

(3)      The amounts shown in this column represent the monthly COBRA premium in effect as of the date of this proxy statement for the level of coverage in which the applicable named executive officer participates as of such date multiplied by the following number of months: 24 months for Mr. Wells, 18 months for Mr. Sailer and Ms. Feldman and 12 months for Mr. Dilger.

Material U.S. Federal Income Tax Considerations

The following discussion summarizes certain material U.S. federal income tax considerations applicable to Company stockholders who receive cash in exchange for shares of Company Common Stock pursuant to the Merger. This discussion is for general informational purposes only and does not purport to be a complete analysis of all potential tax consequences of the Merger. This discussion is based upon the provisions of the Code, the U.S. Treasury Regulations promulgated thereunder and judicial decisions and administrative rulings, all as in effect as of the date of this proxy statement and all of which are subject to change or varying interpretation, possibly with retroactive effect. Any such change or differing interpretation could affect the accuracy of the statements set forth herein. The U.S. federal income tax laws are complex and subject to varying interpretation. We have not sought, and do not intend to seek, any ruling from the Internal Revenue Service (referred to herein as the “IRS”) regarding any of the tax issues discussed herein. There can be no assurance that the IRS will not challenge one or more of the tax consequences of the Merger described in this proxy statement.

This discussion assumes that Company stockholders hold their shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion is general in nature and does not address all aspects of U.S. federal income taxation that may be relevant to a particular holder of Company Common Stock in light of such holder’s individual circumstances, nor does it address U.S. state or local, non-U.S., or estate or gift taxes, the alternative minimum tax, the rules regarding qualified small business stock within the meaning of Section 1202 of the Code, the Medicare tax on net investment income or any other aspect of any U.S. federal tax other than U.S. federal income tax. This discussion also does not address tax considerations that may be relevant to Company stockholders subject to special treatment under the U.S. federal income tax laws, such as, but not limited to, banks or other financial institutions, brokers or dealers in securities or currencies, mutual funds, partnerships or other entities or arrangements classified as partnerships for U.S. federal income tax purposes or other pass-through entities and their partners or members, subchapter S corporations, tax-exempt organizations, holders of more than 5% of the outstanding Company Common Stock (other than as described herein), governmental organizations,

retirement or other tax-deferred accounts, insurance companies, traders in securities who elect mark-to-market method of accounting, controlled foreign corporations, passive foreign investment companies, persons purchasing or selling notes as part of a wash sale for tax purposes, corporations that accumulate earnings to avoid U.S. federal income tax, U.S. expatriates and former citizens or long-term residents of the United States, persons subject to base erosion and anti-abuse tax under Section 59A of the Code, holders who acquired their Company Common Stock through the exercise of Company Options or otherwise as compensation, holders who hold their Company Common Stock as part of a hedge, straddle, constructive sale, conversion or other integrated transaction, U.S. holders (as defined below) whose functional currency is not the U.S. dollar, U.S. holders that hold notes through non-U.S. brokers or other non-U.S. intermediaries, real estate investment trusts, regulated investment companies, holders deemed to sell their shares of Company Common Stock under the constructive sale provisions of the Code, entities subject to the U.S. anti-inversion rules, persons that are required to recognize income for tax purposes no later than the time when such income is taken into account in applicable financial statements (within the meaning of Section 451 of the Code), persons who own (directly, indirectly or constructively) an equity interest in Parent or the surviving corporation and holders who exercise appraisal rights in connection with the merger under the DGCL.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Company Common Stock, the tax treatment of a partner in such partnership will generally depend on the status of the partner and activities of the partner and the partnership. If you are a partnership holding Company Common Stock or a partner of a partnership holding Company Common Stock, you are urged to consult your own tax advisor regarding the U.S. federal income tax consequences of the Merger relevant to you.

This discussion is for informational purposes only and is not tax advice. Company stockholders are urged to consult their tax advisors with respect to the U.S. federal income tax consequences of the Merger to them in light of their particular circumstances, as well as any tax consequences of the Merger arising under the U.S. federal tax laws other than those pertaining to income tax, including estate or gift tax laws, “golden parachute” rules, or under any state, local or non-U.S. tax laws or under any applicable income tax treaty.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Company Common Stock that, for U.S. federal income tax purposes, is:

•        an individual who is a citizen or resident of the United States;

•        a corporation (including any entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any political subdivision thereof;

•        a trust if (a) its administration is subject to the primary supervision of a court within the United States and one or more United States persons as described in Section 7701(a)(30) of the Code have the authority to control all substantial decisions of the trust or (b) it has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a United States person (within the meaning of the Code); and

•        an estate, the income of which is subject to U.S. federal income tax regardless of its source.

For purposes of this discussion, a “non-U.S. holder” means a beneficial owner of Company Common Stock that is, for U.S. federal income tax purposes, an individual, a corporation, a trust or an estate that is not a U.S. holder.

U.S. Holders

The receipt of cash in exchange for shares of Company Common Stock pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. A U.S. holder will generally recognize gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received pursuant to the Merger (determined before the deduction of any applicable withholding taxes) and such U.S. holder’s adjusted tax basis in the shares of Company Common Stock exchanged for cash pursuant to the Merger. A U.S. holder’s adjusted tax basis in a share of Company Common Stock will generally be equal to the amount the U.S. holder paid for such share of Company Common Stock. Such gain or loss will generally be capital gain or loss and will be long-term capital gain or loss if the U.S. holder’s holding period for such shares of Company Common Stock exceeds one year as of the date of the Closing. Long-term capital gains for certain non-corporate U.S. holders, including individuals, are generally eligible for a reduced rate of federal income taxation. Short-term capital gains are taxed at ordinary

income rates. The deductibility of capital losses is subject to limitations. Gain or loss must be calculated separately for each block of Company Common Stock (i.e., Company Common Stock acquired at the same time and at the same price in a single transaction). U.S. holders who own separate blocks of Company Common Stock should consult their own tax advisors with respect to these rules.

A U.S. holder may, unless an exception applies, be subject to information reporting and backup withholding (currently at a rate of 24%) with respect to the cash received pursuant to the Merger unless such U.S. holder provides its correct taxpayer identification number (referred to as the “TIN”) on IRS Form W-9 (or if appropriate, a substitute or successor form) and certifies under penalties of perjury that such TIN is correct and that such U.S. holder is not subject to backup withholding. Backup withholding is not an additional tax. Rather, any amounts withheld under the backup withholding rules may be refunded or credited against a U.S. holder’s U.S. federal income tax liability, if any, provided that such U.S. holder furnishes the required information to the IRS in a timely manner and other requirements are satisfied.

Non-U.S. Holders

Any gain recognized on the receipt of cash pursuant to the Merger by a non-U.S. holder will generally not be subject to U.S. federal income tax unless:

•        the gain is effectively connected with the conduct of a U.S. trade or business of such non-U.S. holder (and, if required by an applicable income tax treaty, is also attributable to a permanent establishment or, in the case of an individual, a fixed base in the United States maintained by such non-U.S. holder), in which case the non-U.S. holder will generally be subject to tax on such gain in the same manner as a U.S. holder and, if the non-U.S. holder is a foreign corporation, such corporation may be subject to branch profits tax at the rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on earnings and profits (as determined for U.S. federal income tax purposes) effectively connected with a U.S. trade or business, subject to certain adjustments;

•        the non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more in the taxable year of the Merger and certain other conditions are met, in which case the non-U.S. holder will generally be subject to a 30% tax (or tax at such lower rate as may be specified under an applicable income tax treaty) on the non-U.S. holder’s net gain realized in the Merger, which may be offset by certain U.S.-source capital losses of the non-U.S. holder, if any (even though the individual is not considered a resident of the United States), provided that such non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses; or

•        the Company is or has been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of (a) the five-year period ending on the date of the Merger and (b) the non-U.S. holder’s holding period in Company Common Stock (such period described in clause (a) and (b), the “Relevant Period”), and, at any time during such Relevant Period, the non-U.S. holder owned (directly, indirectly or constructively) more than 5% of the outstanding Company Common Stock. Generally, a corporation is a “United States real property holding corporation” if the fair market value of its United States real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus its other assets used or held for use in a trade or business. Although there can be no assurances in this regard, the Company believes that it may be as of, or otherwise has been during the five-year period ending on, the date of the Merger a “United States real property holding corporation” for U.S. federal income tax purposes. However, assuming that the Company Common Stock is treated as regularly traded on an established securities market at the time of the Merger, non-U.S. holders that do not own (directly, indirectly or constructively) more than 5% of the shares of Company Common Stock at any time during the Relevant Period will generally not be subject to U.S. federal income tax as a result of the Merger. The Company Common Stock is currently traded on the NYSE, and we expect the Company Common Stock to be regularly quoted by brokers or dealers making a market in the Company Common Stock through the date of the Merger, which is expected to satisfy the requirement that the Company Common Stock be regularly traded on an established securities market for these purposes. However, no assurances can be given that, at any given time, the Company Common Stock will be treated as regularly traded on an established securities market for these purposes.

Non-U.S. holders should consult their own tax advisors regarding the applicability of U.S. federal income tax with respect to real property to the non-U.S. holder’s disposition of Company Common Stock, including any associated tax payment or tax return filing obligations.

A non-U.S. holder will be subject to information reporting and, in certain circumstances, backup withholding (currently at a rate of 24%) with respect to the cash received by such non-U.S. holder pursuant to the Merger unless such non-U.S. holder provides an applicable and properly executed IRS Form W-8 certifying under penalties of perjury the holder’s non-U.S. status (and the payor or applicable withholding agent does not have actual knowledge or reason to know that the non-U.S. holder is a United States person as defined under the Code) or otherwise establishes an exemption. Copies of information returns that are filed with the IRS may be made available under an applicable tax treaty or information exchange agreement to the taxing authorities of the country in which the non-U.S. holder resides or is established. Backup withholding is not an additional tax. Rather, any amounts withheld under the backup withholding rules may be refunded or credited against a non-U.S. holder’s U.S. federal income tax liability, if any, provided that the non-U.S. holder furnishes the required information to the IRS in a timely manner and other applicable requirements are satisfied. Non-U.S. holders should consult their tax advisors regarding the application of the information reporting and backup withholding rules to them.

THE FOREGOING DISCUSSION IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER. THIS SUMMARY IS FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT TAX ADVICE. IN ADDITION, THIS DISCUSSION DOES NOT ADDRESS TAX CONSEQUENCES WHICH MAY VARY WITH, OR ARE CONTINGENT ON, A HOLDER’S INDIVIDUAL CIRCUMSTANCES. ACCORDINGLY, EACH HOLDER IS URGED TO CONSULT ITS OWN TAX ADVISOR REGARDING THE PARTICULAR TAX CONSEQUENCES OF THE MERGER TO SUCH HOLDER IN LIGHT OF SUCH HOLDER’S PARTICULAR CIRCUMSTANCES, INCLUDING THE TAX CONSEQUENCES WITH RESPECT TO ANY NON-INCOME TAX OR ANY STATE, LOCAL OR NON-U.S. TAX LAWS.

Regulatory Approvals Required for the Merger

Antitrust

Each party to the Merger Agreement will use its reasonable best efforts to (i) take (or cause to be taken) all actions; (ii) do (or cause to be done) all things; and (iii) assist and cooperate with the other parties in doing (or causing to be done) all things, in each case as are necessary, proper or advisable pursuant to applicable law or otherwise to consummate and make effective, as promptly as reasonably practicable, the Merger and the transactions contemplated by the Merger Agreement, including by (A) causing the conditions to the Merger precedent to the Closing to be satisfied; and (B)(I) obtaining all consents, waivers, approvals, orders and authorizations from governmental authorities; and (II) making all registrations, declarations and filings with governmental authorities, in each case that are necessary or advisable to consummate the transactions contemplated by the Merger Agreement.

Each party will (i) within 20 business days of entering into the Merger Agreement, file with the FTC and the Antitrust Division a Notification and Report Form relating to the Merger Agreement and the Merger as required by the HSR Act; and (ii) within 15 business days of entering into the Merger Agreement, file such notification filings, forms and submissions, including any draft notifications in jurisdictions requiring pre-notification, with any governmental authority as are required by other applicable laws (including antitrust laws and foreign investment laws) in connection with the Merger. In relation to this, each party will supply (or cause to be supplied), any additional information that may be required or requested by the FTC, the Antitrust Division or the governmental authorities of any other applicable jurisdiction in which any such filing is made. On March 10, 2026, both the Company and Parent filed their respective notification and report forms under the HSR Act.

If and to the extent necessary to obtain clearances, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations pursuant to the HSR Act, CFIUS, any other antitrust laws or any foreign investment laws applicable to the Merger, and to avoid or eliminate each and every impediment under any antitrust laws or foreign investment laws applicable to the Merger as promptly as reasonably practicable and in any event at least five business days prior to the Termination Date, each of the Company, Parent and Merger Sub shall offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, and take all

actions necessary to avoid or eliminate each and every impediment and obtain all clearances, consents, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations under the HSR Act, CFIUS, any other foreign investment laws and any other antitrust laws including (i) the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise), of any and all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, properties, products or businesses of the Company and its subsidiaries; (ii) the termination, modification, or assignment of existing relationships, joint ventures, contracts, or obligations of the Company and its subsidiaries; (iii) the modification of any course of conduct regarding future operations of the Company and its subsidiaries; and (iv) any other restrictions on the activities of the Company and its subsidiaries, including the freedom of action of the Company and its subsidiaries with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the assets, properties, or businesses to be acquired pursuant to the Merger Agreement; in each case, so as to allow the consummation of the Merger as soon as reasonably practicable and, in any event, at least five business days prior to the Termination Date.

Notwithstanding anything in the Merger Agreement to the contrary, nothing in the Merger Agreement shall require Parent, Merger Sub or their respective affiliates, to, and the Company will not, without prior written consent of Parent, agree or otherwise be required to take any action contemplated by the Merger Agreement, with respect to any of Parent’s affiliates (excluding Merger Sub, but including (x) the Consortium, and (y) any portfolio company (as such term is commonly understood in the private equity industry) or investment of the Consortium or of any such investment fund or investment vehicle), or any interest therein; provided, further, that, notwithstanding the foregoing, nothing in the Merger Agreement shall require the Parties to enter into any agreement or consent decree with the Antitrust Division, FTC or any other governmental authority or take, or agree to take, any other action that is not conditioned on the Closing.

The Company and Parent shall cooperate with each other and use their respective reasonable best efforts to oppose any request for, the entry of, and seek to have vacated or terminated, any order, judgment, decree, injunction or writ of any governmental authority that could restrain, prevent or delay any required consents, clearances, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations applicable to the Merger, including by defending through litigation, any action asserted by any person in any court or before any governmental authority and by exhausting all avenues of appeal, including appealing properly any adverse decision or order by any governmental authority, it being understood that each party shall bear its own fees, costs and expenses of all such actions.

CFIUS

The Closing is also conditioned upon any review or investigation by CFIUS of the transactions contemplated by the Merger Agreement having been concluded, and (i) the parties having received written notice from CFIUS stating that (A) CFIUS has concluded that the transactions contemplated by the Merger Agreement are not “covered transactions” and not subject to review under Section 721 of the Defense Production Act of 1950, as amended, and 31 C.F.R. Part 800 (together, the “DPA”) or (B) CFIUS has concluded a review, or investigation, of the notification voluntarily provided pursuant to the DPA with respect to the transactions contemplated by the Merger Agreement and has concluded that there are no unresolved national security concerns, and has therefore completed all action under the DPA or (ii) if CFIUS sends a report to the President of the United States (the “President”) requesting the President’s decision, then (A) the President having announced a decision not to take any action to suspend or prohibit the transactions contemplated by the Merger Agreement or (B) having received a report from CFIUS requesting the President’s decision, the President having not taken any action to suspend or prohibit the transactions contemplated by the Merger Agreement after fifteen (15) days from the earlier of the date the President received such report from CFIUS or the end of the investigation period (“CFIUS Approval”).

CFIUS Approval shall be obtained without the Parent, Merger Sub, or any of their respective affiliates being required to (i) take any action that would individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, assets, properties, financial condition or results of operations of (A) the Company and its subsidiaries, taken as a whole, or (B) Parent and its subsidiaries (after giving effect to the consummation of the Merger), taken as a whole, measured on a scale relative to Parent and its subsidiaries (after giving effect to the consummation of the Merger but without giving effect to such action), taken as a whole, (ii) effectuate (A) the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise),

of any and all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, properties, products or businesses of the Parent, Guarantors, their respective affiliates and the respective businesses and portfolio companies of Parent, Guarantors and such affiliates and their respective assets, properties and rights, in each case other than the Company and its subsidiaries or the assets, properties, or rights of the Company and its subsidiaries (the “Parent Business”); (B) the termination, modification, or assignment of existing relationships, joint ventures, Contracts, or obligations of the Parent Business; (C) the modification of any course of conduct regarding future operations of the Parent Business; and (D) any other restrictions on the activities of the Parent Business, including the freedom of action of the Parent Business with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the assets, properties, or businesses to be acquired pursuant to the Merger Agreement, or (iii) take certain other actions further described in the Merger Agreement (each of (i), (ii) or (iii), a “Burdensome Condition”).

The parties have agreed to cooperate and use their reasonable best efforts to obtain the CFIUS Approval. On March 10, 2026, the Company and Parent submitted to CFIUS a draft notice with respect to the transactions contemplated by the Merger Agreement pursuant to the DPA. CFIUS will provide comments on such draft notice and the parties shall then submit to CFIUS a final notice with respect to the transactions contemplated by the Merger Agreement pursuant to the DPA. Upon the acceptance of such a notice, CFIUS will initiate a 45-calendar day review period, at the end of which, if it determines that there are no unresolved national security concerns, it will conclude all action under the DPA. If CFIUS determines that certain circumstances warrant additional review, it will commence a 45-calendar day investigation no later than the end of the initial 45-day review period. This period of investigation may be extended by the CFIUS Chairperson for an additional 15 calendar days in the event of extraordinary circumstances. If CFIUS has no unresolved national security concerns at the end of the investigation, it will conclude all action under the DPA. On the other hand, if CFIUS has unresolved national security concerns that it believes cannot be mitigated, at the end of such investigation, it will send a report to the President of the United States, who may act to suspend or prohibit the transaction. At any time during the course of CFIUS review or investigation, CFIUS may request that the parties take actions to mitigate any unresolved national security concerns it has identified. Where CFIUS has completed all action with respect to the transaction, the President of the United States has announced a decision not to exercise his authority under the DPA with respect to the transaction, or the statutory time for a Presidential decision has lapsed, the President and CFIUS shall not further exercise the authority available to them under the DPA, including divestment authority, thereby providing a “safe harbor” for the transaction.

Legal Proceedings Regarding the Merger

As of the date of this proxy statement, there are no pending lawsuits challenging the Merger. However, potential plaintiffs may file lawsuits challenging the Merger. The outcome of any future litigation is uncertain. Such litigation, if not resolved, could prevent or delay the Closing and result in substantial costs to the Company, including any costs associated with the indemnification of directors and officers. One of the conditions to the Closing is the absence of any law, injunction or order (whether temporary, preliminary or permanent) from any governmental authority of competent jurisdiction prohibiting, enjoining or otherwise making illegal the consummation of the Merger. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the Merger on the agreed-upon terms, then such injunction may prevent the Merger from being consummated, or from being consummated within the expected time frame.

Delisting and Deregistration of Company Common Stock

If the Merger is completed, the shares of Company Common Stock will be delisted from NYSE and deregistered under the Exchange Act, and shares of Company Common Stock will no longer be publicly traded.

THE MERGER AGREEMENT

This section describes the material terms and conditions of the Merger Agreement. The description in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement.

This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read the Merger Agreement carefully and in its entirety. This section is not intended to provide you with factual information about the Company. Such information can be found elsewhere in this proxy statement and in the public filings the Company makes with the SEC, which may be obtained by following the instructions set forth in the section titled “Where You Can Find Additional Information.”

Explanatory Note Regarding the Merger Agreement

The Merger Agreement has been included to provide you with information regarding its terms. It is not intended to provide any other factual information about the Company, Parent, Merger Sub or any of their respective subsidiaries or affiliates. The representations, warranties, and covenants contained in the Merger Agreement were made by the parties thereto only for the purposes of that agreement and as of specific dates; were made solely for the benefit of the parties to the Merger Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Merger Agreement (such disclosures include information that has been included in the Company’s public disclosures, as well as additional nonpublic information); may have been made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to you. You should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Parent, Merger Sub or any of their respective subsidiaries or affiliates. Additionally, the representations, warranties, covenants, conditions and other terms of the Merger Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Structure of the Merger

Upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will be merged with and into the Company, whereupon the separate corporate existence of Merger Sub will cease, and the Company will continue as the surviving corporation and as a wholly owned subsidiary of Parent.

Consummation and Effectiveness of the Merger

The Merger will become effective at such time as the certificate of merger has been duly filed with the Secretary of State of the State of Delaware, or at such other time as Parent, Merger Sub and the Company agree in writing and specify in the certificate of merger (i.e., the Effective Time). The Closing will take place at 9:00 a.m., Eastern Time, on a date to be agreed upon by Parent, Merger Sub and the Company that is no later than the fifth business day after the satisfaction or waiver (to the extent permitted by the Merger Agreement) of the last to be satisfied or waived of the conditions set forth in the Merger Agreement (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted by the Merger Agreement) of such conditions at the Closing) or such other time and date as Parent, Merger Sub and the Company mutually agree in writing. Notwithstanding the foregoing, Parent, Merger Sub and the Company have agreed that, unless otherwise agreed to in writing by Parent, the Closing shall not take place prior to March 26, 2026.

Consideration to Be Received in the Merger

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, (i) each share of common stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time will automatically be cancelled and converted into and become one share of common stock of the surviving corporation; (ii) each share

of Company Common Stock that is issued and outstanding as of immediately prior to the Effective Time (other than Owned Company Shares or Dissenting Company Shares (each as defined below)) will be automatically cancelled, extinguished and converted into the right to receive the Merger Consideration; and (iii) each Owned Company Share will automatically be cancelled and extinguished without any conversion thereof or consideration paid therefor.

Procedures for Receiving Merger Consideration

Prior to the Closing, Parent will select a nationally recognized bank or trust company reasonably acceptable to the Company to act as the payment agent for the payment of the aggregate consideration to which Company stockholders are entitled pursuant to the Merger Agreement, and at or prior to the Closing, Parent will deposit or cause to be deposited with the payment agent an amount in cash necessary to pay for the shares of Company Common Stock (other than shares of Company Common Stock that are (A) held by the Company as treasury stock or (B) owned by Parent or any wholly owned subsidiaries of the Company or Parent (including Merger Sub) as of immediately prior to the Effective Time (the “Owned Company Shares”) or shares of Company Common Stock held by a holder (or, to the extent applicable, beneficial owner thereof) who has properly exercised statutory appraisal rights in accordance with, and who has complied with, Section 262 of the DGCL with respect to such shares of Company Common Stock (the “Dissenting Company Shares”)) converted into the right to receive the Merger Consideration.

Promptly (and in any event no later than three (3) business days) after the Effective Time, Parent and the surviving corporation will cause the payment agent to send to each holder of record as of immediately prior to the Effective Time (other than Owned Company Shares and Dissenting Company Shares, as applicable) of one or more certificates (“Certificates”) (if any) (i) a letter of transmittal in customary form (which shall specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the payment agent) and (ii) instructions for effecting the surrender of the Certificates in exchange for the Merger Consideration payable with respect to the shares of Company Common Stock formerly represented by the Certificates. Upon surrender of Certificates for cancellation to the payment agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificates by (y) the Merger Consideration, and the Certificates so surrendered will be cancelled. With respect to holders of record of uncertificated shares of Company Common Stock (“Uncertificated Shares”), upon the payment agent’s receipt of an “agent’s message” (or such other evidence as the payment agent may reasonably request), the holder of such Uncertificated Shares will be entitled to receive in exchange an amount in cash equal to the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares by (2) the Merger Consideration, and the transferred Uncertificated Shares will be cancelled.

At or immediately prior to the Effective Time, Parent will deposit (or cause to be deposited) with the Company, by wire transfer of immediately available funds, the aggregate consideration owed at the Effective Time to all holders of Company Options, Company RSUs and vested Company PSUs (such awards, the “Vested Company Equity Awards” and such holders of Vested Company Equity Awards the “Vested Company Equity Award Holders”). As promptly as reasonably practicable, but in any event in no later than the first payroll date that is at least 10 business days after the Closing Date, the Vested Company Equity Award Holders will be paid by the Company or the surviving corporation, through its payroll system or payroll provider (or accounts payable, in respect of any portion of the consideration payable in respect of the Vested Company Equity Awards to a Vested Company Equity Award Holder who is not, and was not at any time during the vesting period of the applicable Vested Company Equity Award, an employee of the Company for employment tax purposes), all amounts required to be paid to such holders in respect of Vested Company Equity Awards, less any required tax withholding. Payments of Unvested PSU Consideration and Unvested Stock Price PSU Consideration will be paid by the surviving corporation through its payroll system or payroll provider if and when such amounts become vested, as described herein.

Each of the payment agent, Parent, the Company, the surviving corporation and each of their respective affiliates and agents will be entitled to deduct and withhold from any cash amounts otherwise payable pursuant to the Merger Agreement to any holder or former holder of shares of Company Common Stock or Company Equity Awards (as defined in the Merger Agreement), such amounts as may be required to be deducted and withheld

under applicable law with respect to taxes. Any amounts so deducted or withheld and paid over to the appropriate governmental authority will be treated for all purposes as having been paid to the person in respect of which such deduction or withholding was made.

Treatment of Company Equity Awards in the Merger

Company Options.    At the Effective Time, each Company Option that is outstanding as of immediately prior to the Effective Time will, automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, 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 Company Option as of immediately prior to the Effective Time and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Option. Accordingly, each Company 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 Merger Consideration will, automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and forfeited for no consideration at the Effective Time.

Company RSUs.    At the Effective Time, each Company RSU (other than a Director Substitute RSU) that is outstanding as of immediately prior to the Effective Time will, automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, immediately 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 Merger Consideration and (ii) the total number of shares of Company Common Stock subject to such Company RSU as of immediately prior to the Effective Time. Each Director Substitute RSU that is outstanding as of immediately prior to the Effective Time will, automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and converted into RSU Consideration with respect to a portion of the shares of Company Common Stock subject to the award, determined as the product of (i) the total number of shares of Company Common Stock subject to the Director Substitute RSU and (ii) the ratio of (A) the number of calendar quarters (including the quarter in which the Effective Time occurs) that have elapsed between January 1, 2026 and the Closing Date to (B) four.

Company PSUs — Completed Performance Periods.    At the Effective Time, each Company PSU (including any portion thereof) 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, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, immediately 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 (A) the Merger Consideration and (B) the total number of shares of Company Common Stock subject to such Company PSU as of immediately prior to the Effective Time (as determined assuming the payout factor applicable to such Company PSUs based on actual performance attained in accordance with the applicable award agreement governing such Company PSU).

Company PSUs — Uncompleted Performance Periods.    At the Effective Time, each Company PSU (including any portion thereof) 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 (except with respect to the Company Stock Price PSUs, as described below) will, automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be cancelled and converted into the right to receive the Unvested PSU Consideration. The Unvested PSU Consideration will vest and become payable in accordance with the service-based vesting schedule applicable to such Company 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 CIC Severance Plan, following the Effective Time and prior to the regular vesting date. 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 Company PSU as of immediately prior to the Effective Time.

Company PSUs — Company Stock Price PSUs.    At the Effective Time, each Company Stock Price PSU that is outstanding as of immediately prior to the Effective Time will, automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, 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 Merger

Consideration and (B) one-third of the total number of shares of Company Common Stock subject to such Company Stock Price PSU as of immediately prior to the Effective Time and (ii) with respect to the remaining two-thirds of each such Company Stock Price PSU, the right to receive the Unvested Company Stock Price PSU Consideration, with such Unvested Company Stock Price 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 CIC Severance Plan, following the Effective Time and prior to May 31, 2028. For the avoidance of doubt, any Unvested Company Stock Price 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 Company Stock Price PSU through May 31, 2028.

Dissenting Company Shares

If and to the extent required by the DGCL, the Dissenting Company Shares will not be converted into the right to receive the Merger Consideration, but instead holders and beneficial owners of such Dissenting Company Shares will be entitled to receive payment of the fair value of such Dissenting Company Shares in accordance with the provisions of Section 262 unless and until any such holder (or, to the extent applicable, such beneficial owner) fails to perfect or effectively withdraws or loses their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder (or, to the extent applicable, beneficial owner) fails to perfect or effectively withdraws or loses the right to appraisal under Section 262, then the right of such holder or beneficial owner to receive those rights under and to be paid such consideration as is determined pursuant to Section 262, will cease and such Dissenting Company Shares shall thereupon be treated as if they had been converted into, at the Effective Time, the right to receive the Merger Consideration without interest thereon, and the surviving corporation shall remain liable for payment of the Merger Consideration without interest thereon for such Dissenting Company Shares in accordance with the Merger Agreement. The Company will provide reasonably prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, and Parent will have the opportunity to direct all negotiations and proceedings with respect to such demands; provided, that Parent will keep the Company reasonably informed of the status of material negotiations and proceedings. Prior to the Closing, except with the prior written consent of Parent, the Company will not make any payment with respect to, or settle or offer to settle, or otherwise negotiate any such demands.

Effects of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers

The Merger Agreement provides that, from and after the Effective Time, all (i) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will vest in the surviving corporation; and (ii) debts, liabilities and duties of the Company and Merger Sub will become the debts, liabilities and duties of the surviving corporation. If the Merger is consummated, the Company will cease to be a publicly traded company. If the Merger is consummated, you will not own any shares of capital stock of the surviving corporation.

At the Effective Time, (i) the Company’s Charter, as in effect immediately prior to the Effective Time, will be amended and restated in its entirety to be read as set forth in the applicable exhibit attached to the Merger Agreement and, as so amended and restated, will be the certificate of incorporation of the surviving corporation and (ii) the bylaws of Merger Sub as in effect immediately prior to the Effective Time will become the bylaws of the surviving corporation, except that all references to Merger Sub shall be automatically amended and shall become references to the surviving corporation.

In addition, from and after the Effective Time until successors are duly elected or appointed and qualified in accordance with applicable law, (i) the board of directors of Merger Sub at the Effective Time will be the board of directors of the surviving corporation and (ii) the officers of the Company at the Effective Time will be the officers of the surviving corporation.

Representations and Warranties

The Company, Parent and Merger Sub made representations and warranties in the Merger Agreement regarding themselves and, as applicable, their respective subsidiaries that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement (including “knowledge” and materiality qualifications and qualifications referring to dollar thresholds) and are further modified and limited by the Company

Disclosure Letter (as defined in the Merger Agreement) delivered by the Company to Parent. The representations and warranties made by the Company are also subject to, and qualified by, certain information in the Company’s filings made with the SEC at least one business day before the date of the Merger Agreement.

The Company’s representations and warranties to Parent and Merger Sub in the Merger Agreement relate to, among other things:

•        due organization, valid existence, good standing and authority and qualification to conduct business with respect to the Company and each of its subsidiaries;

•        the Company’s corporate power and authority to enter into and perform its obligations under the Merger Agreement and the enforceability of the Merger Agreement;

•        the necessary approval of the Company Board, receipt of a fairness opinion from the Company Financial Advisors and the inapplicability of certain anti-takeover statutes or regulations to the transactions;

•        required consents, approvals and regulatory filings in connection with the Merger Agreement and performance of the Company’s obligations thereunder;

•        the absence of conflicts with laws, organizational documents and material contracts of the Company and its subsidiaries;

•        the capital structure of the Company and its subsidiaries;

•        compliance with SEC rules regarding filings and financial statements;

•        disclosure controls and procedures;

•        internal accounting controls and procedures;

•        the absence of specified undisclosed liabilities;

•        between September 30, 2025 and February 9, 2026, that (i) no Company Material Adverse Effect had occurred and (ii) except in connection with the Merger Agreement and the transactions contemplated thereby, the business of the Company and its subsidiaries had been conducted, in all material respects, in the ordinary course of business;

•        the existence and enforceability of specified categories of the Company’s and its subsidiaries’ material contracts, any notices with respect to termination or non-renewal, or disputes with respect to, such material contracts, and the performance by the Company and its subsidiaries in all material respects of their respective obligations under such material contracts;

•        real property owned or leased by the Company and its subsidiaries;

•        environmental matters;

•        intellectual property matters;

•        data protection matters;

•        tax matters;

•        employee benefit plans;

•        labor matters;

•        compliance with laws;

•        the absence of pending and threatened litigation and orders;

•        insurance matters;

•        trade and anti-corruption compliance;

•        the absence of any investment banker, broker, finder or other financial intermediary, other than Morgan Stanley and Moelis, that has been retained by or is authorized to act on behalf of the Company or any of its subsidiaries who will be entitled to any fee or commission from the Company or any of its subsidiaries in connection with the Transactions;

•        accuracy of information provided in this proxy statement;

•        related party transactions; and

•        the exclusivity and terms of the representations and warranties made by the Company, Parent and Merger Sub.

In addition, the Merger Agreement contains representations and warranties of Parent and Merger Sub relating to, among other things:

•        due organization, valid existence, good standing and authority and qualification to conduct business with respect to Parent and Merger Sub;

•        Parent’s and Merger Sub’s corporate power and authority to enter into and perform their respective obligations under the Merger Agreement and the enforceability of the Merger Agreement;

•        the necessary approval of the board of directors or similar governing body of each of Parent and Merger Sub;

•        the absence of conflicts with laws, organizational documents and material contracts;

•        required consents, approvals and regulatory filings in connection with the Merger Agreement and the performance by Parent and Merger Sub of their respective obligations thereunder;

•        the absence of pending and threatened litigation and orders;

•        ownership of Company Common Stock;

•        the absence of certain arrangements between Parent and its subsidiaries, on the one hand, and the Company stockholders (other than the persons executing the Support Agreements), on the other hand;

•        the absence of any investment banker, broker, finder or other financial intermediary that has been retained by or is authorized to act on behalf of Parent or any of its subsidiaries who will be entitled to any fee or commission from the Company in connection with the transactions contemplated by the Merger Agreement;

•        operations of Parent and Merger Sub;

•        the absence of a requirement for a vote or approval of the stockholders of Parent;

•        delivery and enforceability of the Guarantee;

•        delivery and enforceability of each of the Equity Commitment Letters and Debt Commitment Letter (as well as any ancillary agreements related thereto);

•        solvency of the surviving corporation and its subsidiaries;

•        accuracy of information provided in this proxy statement; and

•        the exclusivity and terms of the representations and warranties made by the Company, Parent and Merger Sub.

Some of the representations and warranties in the Merger Agreement made by the Company are qualified as to “materiality” or “Company Material Adverse Effect.” For purposes of the Merger Agreement, “Company Material Adverse Effect” means any condition, change, event, effect, occurrence or development that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise) or results of operations of the Company and its subsidiaries, taken as a whole (subject to the limitations set forth below):

(i)     any general economic conditions, or conditions in the global, international or regional economy generally, including changes in inflation, supply chain disruptions, and labor shortages;

(ii)    any general conditions in the equity, credit, debt, financial, currency or capital markets, including (A) changes in interest rates or credit ratings; (B) changes in exchange rates for the currencies of any country; or (C) any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or over-the-counter market;

(iii)   any general conditions in the industries in which the Company and its subsidiaries conduct business or in any jurisdiction or geographical area in which the Company or any of its subsidiaries conducts business, or changes therein;

(iv)   any political or geopolitical conditions, outbreak of hostilities, armed conflicts, acts of war (whether or not declared), rebellion, insurrection, sabotage, cyberattack, cyberterrorism, terrorism or military actions, including any escalation or worsening of, or any law or sanction, mandate, directive, pronouncement or guideline issued by a Governmental Authority in response to, any of the foregoing;

(v)    earthquakes, volcanic activity, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires, nuclear incidents, foreign or domestic social protest or social unrest or other natural or man-made disasters, weather conditions, power outages or electrical black-outs, and other force majeure events, including any escalation or worsening of, or any law or sanction, mandate, directive, pronouncement or guideline issued by a Governmental Authority in response to, any of the foregoing or any actual or potential sequester, stoppage, shutdown, default or similar event or occurrence of any Governmental Authority, including any shutdown or furlough of the U.S. federal government or its employees;

(vi)   the execution, delivery or performance of the Merger Agreement or any agreement contemplated hereby, or the announcement of the Merger Agreement or the pendency or consummation of the Merger, including the impact thereof on the relationships, contractual or otherwise, of the Company and its subsidiaries with customers, suppliers, vendors, lenders, lessors, joint venture partners, employees (including any employee attrition), regulators, Governmental Authorities or other commercial relationships, or the identity of Investors (as defined in the Merger Agreement), Guarantors, Parent, Merger Sub or the respective Affiliates (as defined in the Merger Agreement) of the foregoing with respect to the Company or its business (provided that the exception in this clause (vi) with respect to the execution, delivery or performance of the Merger Agreement or any agreement contemplated hereby, or the announcement of the Merger Agreement or the pendency or consummation of the Merger shall not apply with respect to (A) the representations and warranties contained in Section 3.5, Section 3.6, Section 3.16(j), Section 3.17(d) (solely to the extent it addresses whether the execution, delivery or performance of the Merger Agreement, or the consummation of the Transactions, will result in any material violation of Applicable Data Protection Requirements), Section 3.19(f), Section 3.19(j), Section 3.21(b)(iv) (solely to the extent it addresses whether a Governmental Authorization will be terminated, suspended or revoked as a result of the Transactions), or Section 3.22(c) (solely to the extent such representations cover legal proceedings or orders in effect on the date of the Merger Agreement that arise out of the Merger Agreement or the Transactions) of the Merger Agreement or (B) the condition to Closing in Section 7.2(a) of the Merger Agreement solely to the extent it relates to such representations and warranties);

(vii)  any action taken or refrained from being taken, in each case that is taken or not taken at the express written request or with the prior written consent of Parent, or as expressly required pursuant to the terms of the Merger Agreement (other than Section 5.1 of the Merger Agreement), in each case following the date of the Merger Agreement;

(viii) any changes or proposed changes in GAAP or other accounting standards, or in any applicable Laws (or the enforcement or interpretation by any Governmental Authority of any of the foregoing) or in any regulatory or legislative conditions, including the adoption, implementation, repeal, modification or proposal of any Law, regulation or policy (or the enforcement or interpretation by any Governmental Authority thereof) by any Governmental Authority;

(ix)   any epidemics, pandemics, plagues, other outbreaks of illness or public health events (including quarantine restrictions mandated or recommended by any Governmental Authority in response to any of the foregoing and any other certain health and safety measures), including any escalation or worsening of any of the foregoing;

(x)    any anti-dumping actions, international tariffs, sanctions, trade policies or disputes or any “trade war” or similar actions;

(xi)   any changes in the price or trading volume of the Company Common Stock or to the Company’s credit ratings (it being understood that the underlying cause of such change may, in and of itself, be taken into consideration when determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur to the extent not otherwise excluded hereunder);

(xii)  any failure by the Company and its subsidiaries to meet (A) any internal or public estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period; or (B) any budgets, plans, projections or forecasts of its revenues, earnings or other financial performance or results of operations (it being understood, in each case, that the underlying cause of any such failure may, in and of itself, be taken into consideration when determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur to the extent not otherwise excluded hereunder); or

(xiii) any transaction litigation or any demand or legal proceeding for appraisal of the fair value of any shares of Company Common Stock pursuant to the DGCL in connection herewith,

except, in each case of clauses (i), (ii), (iii), (iv), (v), (viii), (ix) and (x), solely to the extent that such changes, events, effects or developments have had a disproportionate adverse effect on the Company and its subsidiaries, taken as a whole, relative to other companies operating in the industries in which the Company and its subsidiaries conduct business, such effect may be taken into account when determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur; provided that only the incremental disproportionate adverse impact may be taken into account in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur.

Certain of Parent’s and Merger Sub’s representations and warranties in the Merger Agreement are qualified by a “Parent Material Adverse Effect” standard (that is, they will not be deemed to be untrue and incorrect unless their failure to be true and correct would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect). For purposes of the Merger Agreement, a Parent Material Adverse Effect means a failure of any such representations and warranties of Parent and Merger Sub to be true and correct that would, individually or in the aggregate, reasonably be expected to prevent, materially delay, or have a material adverse effect on the ability of Parent or Merger Sub to perform its obligations under the Merger Agreement or to consummate the Transactions.

Conduct of Business by the Company Prior to Consummation of the Merger

The Merger Agreement provides that, between February 9, 2026 until the earlier to occur of the valid termination of the Merger Agreement and the Effective Time (the “Interim Period”), except (i) as required by the Merger Agreement; (ii) as set forth in the Company Disclosure Letter; (iii) as required by applicable law; or (iv) as approved by Parent in writing (which approval shall not be unreasonably withheld, conditioned or delayed and shall be deemed given if Parent provides no written response within seven business days after a written request by the Company for such approval), the Company shall, and shall cause each of its subsidiaries to, use its commercially reasonable efforts to (A) conduct its business and operations in all material respects in the ordinary course of business, (B) preserve substantially intact its current business organization and (C) preserve intact in all material respects its significant commercial relationships with third parties.

In addition, the Company has agreed that, during the Interim Period, subject to the same exceptions described above, the Company will not, and will cause its subsidiaries not to, among other things:

•        amend or otherwise change the organizational documents of the Company or any of its subsidiaries (other than in a de minimis respect);

•        propose, enter into or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

•        issue, sell, deliver or agree or commit to issue, sell or deliver any Company Securities (as defined in the Merger Agreement), except (i) upon the vesting, exercise or settlement of, Company Equity Awards (as defined in the Merger Agreement), in each case, outstanding on the date of the Merger Agreement or granted after the date of the Merger Agreement in compliance with the Merger Agreement; or (ii) as contemplated by Section 5.2(h) of the Company Disclosure Letter;

•        except for transactions solely among the Company and its wholly owned subsidiaries or solely among the wholly owned subsidiaries of the Company, reclassify, split, combine, subdivide or redeem, repurchase, purchase or otherwise acquire or amend the terms of, directly or indirectly, any of its capital stock or other equity or voting interest, other than (i) the acquisitions of shares of Company Common Stock in connection with the surrender of shares of Company Common Stock by holders of Company Options to pay the exercise price of such Company Options, (ii) the withholding of shares of Company Common Stock to satisfy tax obligations incurred in connection with the exercise of Company Options or the vesting and settlement of Company RSUs or Company PSUs, and (iii) the acquisition by the Company of Company Options, Company RSUs or Company PSUs in connection with the forfeiture of such awards, in each case, in accordance with their respective terms;

•        authorize, declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of any shares of capital stock or other equity or voting interest, except for (i) regular quarterly (or similar) dividends of joint ventures or similar non-wholly-owned entities (with payment practices consistent with past practice) or (ii) dividends or other distributions made by any direct or indirect subsidiary of the Company to the Company or one of its other wholly owned subsidiaries;

•        (i) incur, assume, endorse, guarantee, or otherwise become liable for any indebtedness for borrowed money, except (A) borrowings in the ordinary course of business under the Company’s credit facilities (which credit facilities, for the avoidance of doubt, shall not include the Existing Notes (as defined in the Merger Agreement)) as in effect on the date of the Merger Agreement, (B) guarantees or credit support provided by the Company or any of its subsidiaries of the obligations of the Company or any of its subsidiaries to the extent such indebtedness is in existence on the date of the Merger Agreement or incurred in compliance with Section 5.2(f) of the Merger Agreement, (C) performance bonds, letters of credit and surety bonds entered into in the ordinary course of business consistent with past practice, (D) any indebtedness among the Company and its subsidiaries or among the Company’s subsidiaries, in each case issued, made or entered into in the ordinary course of business consistent with past practice and (E) other indebtedness for borrowed money not exceeding $10,000,000 in the aggregate outstanding at any given time or (ii) enter into any swap or hedging transaction or other derivative agreements other than in the ordinary course of business consistent with past practice;

•        other than in the ordinary course of business consistent with past practice, and other than with respect to Owned Real Property (as defined in the Merger Agreement) currently under contract, sell or otherwise transfer any rights to any Owned Real Property, or enter into any contract (including any option agreement, right of first refusal or similar right) (i) granting any person the right to acquire any Owned Real Property in excess of $5,000,000 in value, or (ii) to acquire any ownership interest in real property in excess of $5,000,000;

•        except (i) to the extent required by applicable law or (ii) to the extent required by any Employee Plan (as defined in the Merger Agreement) as in effect on the date of the Merger Agreement, (A) grant any loan to, increase the compensation or benefits of or pay any bonus to any participant, (B) grant any severance, change of control, retention, termination or similar compensation or benefits to any

participant, (C) amend in any material respect, adopt, establish, agree to establish, enter into or terminate any Employee Plan or collective bargaining agreement or other labor union contract, (D) take any action to accelerate any payment or benefit, or the funding of any payment or benefit, payable or to become payable to any current or former employee or other individual service provider of the Company or any of its subsidiaries, other than as expressly provided by the Merger Agreement, (E) terminate the employment or service of any employee or other individual service provider of the Company or any of its subsidiaries, other than terminating the employment or service of any employee or other individual service provider of the Company or any of its subsidiaries (x) with an annual base salary equal to or less than $200,000 in the ordinary course of business or (y) for cause as determined by the Company or any of its subsidiaries in good faith, or (F) hire, engage or promote any person who is or would be an employee or other individual service provider of the Company or any of its subsidiaries, other than hiring, engaging or promoting an employee or other individual service provider (x) with an annual base salary equal to or less than $200,000 (immediately following such hiring, engagement or promotion) in the ordinary course of business consistent with past practice, or (y) in the ordinary course of business to replace an employee or other individual service provider with an annual base salary that exceeds $200,000 who resigns (other than any such resignation reasonably resulting from actions taken by the Company or its subsidiaries that are materially adverse to such employee or individual service provider) or is terminated for cause pursuant to clause (E) above;

•        settle any legal proceeding for an amount in excess of $1,500,000 individually or $5,000,000 in the aggregate other than (i) any settlement where the amount paid or to be paid by the Company or any of its subsidiaries in excess of the amounts set forth above is substantially covered by insurance coverage maintained by the Company or any of its subsidiaries or (ii) any settlement of transaction litigation in compliance with Section 6.13 of the Merger Agreement, provided, that any such settlement does not (x) involve any admission of wrongdoing or liability or (y) impose any restriction on the business of the Company or any of its subsidiaries;

•        change the Company’s or its subsidiaries’ methods, principles or practices of financial accounting in any material respect, except as required by GAAP, Regulation S-X of the Exchange Act (or any interpretation thereof by any Governmental Authority), or by any Governmental Authority or applicable law;

•        incur any capital expenditures other than (i) expenditures that are part of the annual budget for capital expenditures set forth in Section 5.2(k) of the Company Disclosure Letter (the “Capital Plan”), (ii) expenditures that do not exceed, in the aggregate, 125% of the Capital Plan, (iii) delayed capital expenditures from a previous annual capital expenditure budget; or (iv) expenditures pursuant to obligations imposed by any contract in effect as of the date of the Merger Agreement and which involve capital expenditures below $5,000,000 individually;

•        other than in the ordinary course of business (i) enter into or become bound by any material contract, (ii) amend or otherwise modify in any material respect or terminate (other than any material contract that has expired in accordance with its terms) any material contract or (iii) waive, accelerate or release any material rights or remedies under any material contract, except in each case that the Company and its subsidiaries may enter into, replace, extend or renew any material contract, in each case, on terms substantially consistent with, or on terms more favorable to the Company and/or its subsidiaries, than the contract it is replacing, extending or renewing; provided, the immediately foregoing shall not prohibit or restrict the Company or any of its subsidiaries from entering into a contract to the extent that such contract implements an act that is specifically the subject matter of and permitted by any other paragraph of Section 5.2 of the Merger Agreement;

•        (i) change any annual tax accounting period or material method of tax accounting, (ii) make, change or revoke any material tax election (in each case, other than in the ordinary course of business consistent with past practice), (iii) settle or compromise any material audit or proceeding in respect of any material tax liabilities in an amount in excess of $3,000,000 individually or $5,000,000 in the aggregate (other than any settlement or compromise where the amount is not in excess of the reserves established by the Company or its subsidiaries for such audit or proceeding), (iv) file any material amended tax return (other than as required by law or in the ordinary course of business consistent with past practice), (v) enter into any “closing agreement” within the meaning of Section 7121 of the Code (or any similar

provision of state, local, or non-U.S. law) with respect to any material tax, (vi) surrender any right to claim a material tax refund (other than in the ordinary course of business consistent with past practice, including electing to carry forward overpayments attributable to such refunds), (vii) enter into any written tax indemnification, sharing, allocation, reimbursement, or similar written agreement (other than pursuant to any customary tax indemnification, sharing allocation or reimbursement provisions contained in any agreement entered into in the ordinary course of business, the primary purpose of which does not relate to taxes), or (viii) request any ruling from any Governmental Authority with respect to material taxes;

•        acquire any interest in any person, division, assets, properties, businesses or equity securities thereof (including by merger, consolidation or acquisition of stock or assets), other than (i) in or from any wholly owned subsidiary of the Company, (ii) assets in the ordinary course of business consistent with past practice or (iii) that do not exceed $25,000,000 in aggregate consideration;

•        sell, assign, license, lease, transfer, or otherwise dispose of, or create any lien on (other than any Permitted Lien) (as defined in the Merger Agreement), any of the Company’s or its subsidiaries’ material assets other than (i) to secure Indebtedness and other obligations permitted under Section 5.2(f) of the Merger Agreement, (ii) in the ordinary course of business consistent with past practice, (iii) not in excess of $25,000,000 in aggregate value, or (iv) to the Company or to a wholly owned subsidiary of the Company;

•        sell, assign, license, sublicense, encumber, impair, abandon, transfer, otherwise dispose of, allow to lapse or fail to maintain any material Company Intellectual Property (as defined in the Merger Agreement), other than (i) by granting non-exclusive licenses to customers or suppliers in the ordinary course of business consistent with past practice; or (ii) by allowing to lapse Company Registered Intellectual Property (as defined in the Merger Agreement) that is not material to the operation of the business of the Company and its subsidiaries in the ordinary course of business consistent with past practice;

•        engage in any transaction with, or enter into any agreement, arrangement or understanding with, any affiliate of the Company or other person covered by Item 404 of Regulation S-K promulgated by the SEC that would be required to be disclosed pursuant to Item 404;

•        (i) take any actions that violate contracts for the Spanish Divestiture in effect as of the date of the Merger Agreement and copies of which have been delivered to Parent or (ii) take any actions with the intention to materially delay or materially impede the consummation of the Spanish Divestiture; or

•        authorize, agree, resolve or commit to take any of the actions prohibited by Section 5.2 of the Merger Agreement.

Regulatory Filings; Efforts

Each party to the Merger Agreement will use its reasonable best efforts to (i) take (or cause to be taken) all actions; (ii) do (or cause to be done) all things; and (iii) assist and cooperate with the other parties in doing (or causing to be done) all things, in each case as are necessary, proper or advisable pursuant to applicable law or otherwise to consummate and make effective, as promptly as practicable, the Merger and the transactions contemplated by the Merger Agreement, including by (A) causing the conditions precedent to the Closing to be satisfied; and (B)(I) obtaining all consents, waivers, approvals, orders and authorizations from governmental authorities; and (II) making all registrations, declarations and filings with governmental authorities, in each case that are necessary or advisable to consummate the transactions contemplated by the Merger Agreement.

Each party will (i) within 20 business days of entering into the Merger Agreement, file with the FTC and the Antitrust Division a Notification and Report Form relating to the Merger Agreement and the Merger as required by the HSR Act; (ii) within 20 business days of entering into the Merger Agreement, make any draft filing required in connection with the CFIUS Approval in connection with the DPA and (iii) file such notification filings, forms and submissions, including any draft notifications in jurisdictions requiring pre-notification, with any governmental authority as are required by any other applicable laws (including antitrust laws and foreign investment laws) in

connection with the Merger. In relation to this, each party will supply (or cause to be supplied), any additional information that may be required or requested by the FTC, the Antitrust Division or the governmental authorities of any other applicable jurisdiction in which any such filing is made.

If and to the extent necessary to obtain the necessary clearances, consents, approvals, waivers, actions, waiting period expiration or terminations, non-actions or other authorizations pursuant to the HSR Act, CFIUS, any other antitrust law or any foreign investment laws applicable to the Merger, and to avoid or eliminate each and every impediment under any antitrust laws or foreign investment laws applicable to the Merger as promptly as reasonably practicable and in any event at least five business days prior to the Termination Date, each of the Company, Parent and Merger Sub shall offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, and take all actions necessary to avoid or eliminate each and every impediment and obtain all clearances, consents, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations under the HSR Act, CFIUS, any other foreign investment laws and any other antitrust laws including (i) the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise), of any and all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, properties, products or businesses of the Company and its subsidiaries; (ii) the termination, modification, or assignment of existing relationships, joint ventures, contracts, or obligations of the Company and its subsidiaries; (iii) the modification of any course of conduct regarding future operations of the Company and its subsidiaries; and (iv) any other restrictions on the activities of the Company and its subsidiaries, including the freedom of action of Company and its subsidiaries with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the assets, properties, or businesses to be acquired pursuant to the Merger Agreement; in each case, so as to allow the Closing as soon as reasonably practicable and, in any event, at least five business days prior to the Termination Date.

Notwithstanding anything in the Merger Agreement to the contrary, nothing in the Merger Agreement shall require Parent, Merger Sub or their respective affiliates, to (A) take any action that would individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, assets, properties, financial condition or results of operations of (1) the Company and its subsidiaries, taken as a whole, or (2) Parent and its subsidiaries (after giving effect to the consummation of the Merger), taken as a whole, measured, in the case of this clause (2), on a scale relative to Parent and its subsidiaries (after giving effect to the consummation of the Merger but without giving effect to such action), taken as a whole, (B) take any action that is contemplated by clauses (i) through (iv) above as if the references to the “Company and its subsidiaries” were replaced with references to “Parent, Investors, Guarantors, their respective Affiliates and the respective businesses and portfolio companies of Parent, Investors, Guarantors and such Affiliates and their respective assets, properties and rights, in each case other than the Company and its subsidiaries or the assets, properties, or rights of the Company and its subsidiaries” or (C) take certain other actions as agreed between the parties (and any such effect under clause (A), (B) or (C), a “Burdensome Condition”). Additionally, the Company shall not, without prior written consent of Parent, agree or otherwise be required to take any such actions set forth under clause (A), (B) or (C) of the previous sentence.

The Company and Parent will cooperate with each other and use their respective reasonable best efforts to oppose any request for, the entry of, and seek to have vacated or terminated, any order, judgment, decree, injunction or writ of any governmental authority that could restrain, prevent or delay any required consents, clearances, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations applicable to the Merger, including by defending through litigation, any action asserted by any person in any court or before any governmental authority and by exhausting all avenues of appeal, including appealing properly any adverse decision or order by any governmental authority. Each party shall bear its own fees, costs and expenses of any litigation relating to antitrust clearance processes.

The “Go-Shop” Period — Solicitation of Other Offers

Under the Merger Agreement, during the period beginning on February 9, 2026 and continuing until March 26, 2026 (i.e., the Go-Shop Period), the Company and its representatives were permitted to, directly and indirectly: (i) solicit, initiate, seek, encourage and facilitate Acquisition Proposals or inquiries, indications of interest or requests for information that may reasonably be expected to lead to an Acquisition Proposal; (ii) subject to the entry into an Acceptable Confidentiality Agreement, provide access to non-public information or afford access to the books, records or personnel of the Company and its subsidiaries so long as the Company provided to Parent any non-public information concerning the Company and its subsidiaries that was provided to any person during such

Go-Shop Period which was not previously provided to Parent concurrently or substantially concurrently; (iii) enter into, engage in and maintain discussions and negotiations with respect to Acquisition Proposals or inquiries that may reasonably be expected to lead to Acquisition Proposals, and (iv) otherwise cooperate with, participate in or facilitate the making of any Acquisition Proposal, including granting a waiver under pre-existing standstill or similar provision.

During the Go-Shop Period, the Company was required to (i) disclose the identity of any party that submits an Acquisition Proposal and the proposed financing sources to Parent, along with the terms of such proposal and any material documents related thereto and (ii) provide Parent with copies of any material documents, in each case, within 24 hours.

If the Company terminated the Merger Agreement in order to enter into a definitive agreement with respect to a Superior Proposal during the Go-Shop Period, the Company would have been required to pay a reduced Company Termination Fee in an amount equal to $19,900,000.

For purposes of the Merger Agreement:

•        “Acceptable Confidentiality Agreements” means any confidentiality agreement containing substantive terms that are not less favorable, in any material respect, to the Company than those contained in the confidentiality agreement between an affiliate of Mubadala Capital and the Company dated as of September 23, 2025, except that such confidentiality agreement need not contain any “standstill” or similar provision or otherwise prohibit the making of, or amendment to, any Acquisition Proposal.

•        “Acquisition Proposal” means, other than the transactions contemplated by the Merger Agreement, any single or series of related proposals or offers from a third party or group relating to (i) any acquisition or purchase of more than 20% of the assets of the Company and its subsidiaries, taken as a whole, or more than 20% of Company Common Stock after giving effect to the consummation of such purchase or other acquisition; (ii) any tender offer or exchange offer that if consummated would result in any person or group beneficially owning more than 20% of Company Common Stock after giving effect to the consummation of such tender or exchange offer; or (iii) any merger, consolidation, business combination, recapitalization, liquidation, dissolution, share exchange or other transaction involving the Company in which a third party or its stockholders would hold more than 20% of the voting power or equity interests of the Company or the surviving entity after giving effect to the consummation of such transaction.

•        “Superior Proposal” means a bona fide written Acquisition Proposal (except the references therein to “20%” are replaced by “50%”) made by a third party which the Company Board determines in good faith, after consultation with its financial and outside legal advisors, would result in a transaction that is more favorable from a financial point of view to the Company stockholders than the transactions contemplated by the Merger Agreement, after taking into account all legal, financial and regulatory aspects of such proposal (including certainty and timing of closing, financing arrangements and the form, amount and timing of payment of consideration), the identity of the third party making the proposal, and any revisions to the terms of the Merger Agreement committed to by Parent in writing prior to the time of such determination.

The “No-Shop” Period — No Solicitation of Other Offers

From and after the expiration of the Go-Shop Period (the “No-Shop Period Start Date”) until the Effective Time or the date, if any, on which the Merger Agreement is validly terminated, the Company will, and will cause its subsidiaries and its and their respective directors and officers to, and use reasonable best efforts to cause its other representatives to, not:

•        solicit, initiate, propose, knowingly induce, knowingly encourage or knowingly facilitate any proposal, offer, inquiry, indication of interest or expression of intent that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal;

•        furnish to any third party any information in respect of the Company or any of its subsidiaries or afford to any third party access to the business, properties, assets, books, records or personnel, of the Company or any of its subsidiaries, in any such case with the intent to induce the making, submission

or announcement of, or to knowingly encourage or knowingly facilitate, any proposal, offer, inquiry, indication of interest or expression of intent that constitutes or would reasonably be expected to lead to an Acquisition Proposal;

•        participate or engage in discussions or negotiations with any third party with respect to any proposal, offer, inquiry, indication of interest or expression of intent that constitutes or would reasonably be expected to lead to an Acquisition Proposal, in each case, other than solely to inform such third party of the existence of the terms of the no-shop provision of the Merger Agreement; or

•        enter into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement or other contract relating to an Acquisition Transaction (as defined in the Merger Agreement), other than an Acceptable Confidentiality Agreement.

Notwithstanding these restrictions, if at any time after the No-Shop Period Start Date and prior to the receipt of the Requisite Stockholder Approval, the Company receives a written Acquisition Proposal from a third party that did not result from a breach of the non-solicitation provisions and the Company Board determines in good faith, after consultation with its financial and outside legal advisors, that such Acquisition Proposal constitutes, or would reasonably be expected to lead to, a Superior Proposal and that failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law, the Company and its representatives may (x) furnish non-public information and afford access to the books, records or officers of the Company to such third party, subject to an Acceptable Confidentiality Agreement, and (y) engage in discussions and negotiations with such third party with respect to the Acquisition Proposal.

Financing Cooperation

The Company has agreed to use its reasonable best efforts to, and to cause its subsidiaries and their respective representatives to furnish to Parent the Required Financing Information (as defined in the Merger Agreement) and use its respective reasonable best efforts to provide Parent with such customary cooperation as reasonably requested by Parent and Merger Sub to arrange, syndicate and obtain any debt financing to be obtained to fund the transactions contemplated by the Debt Commitment Letter including using reasonable best efforts in: (i) in each case, upon prior written notice, causing management of the Company to participate in a reasonable number of telephonic meetings, presentations, road shows, due diligence sessions, drafting sessions and sessions with ratings agencies to the extent customary for the Debt Financing at times and locations to be mutually agreed, (ii) providing reasonable and customary assistance to Parent and Merger Sub with the preparation of customary rating agency presentations including providing customary authorization and representation letters authorizing the distribution of pertinent information relating to the Company and its subsidiaries to prospective lenders or investors and containing representations with respect to presence of or absence of material non-public information relating to the Company and its subsidiaries and the accuracy of the information relating to the Company and its subsidiaries contained therein, lender presentations, private placement memoranda, and bank information memoranda, any syndication memoranda and any other customary marketing material required in connection with the Debt Financing, (iii) assisting Parent and Merger Sub in connection with the preparation of any pledge and security documents and other definitive financing documents as may be reasonably requested by Parent or Merger Sub and facilitating the pledging of the Company’s collateral and relevant subsidiaries, (iv) furnishing Parent and Merger Sub with certain required financing information; it being understood that Parent shall (and, for the avoidance of doubt, the Company shall not) be responsible for the preparation of any pro forma financial statements and marketing materials for the Debt Financing, (v) assisting in the taking of all corporate and other actions, subject to the occurrence of the Closing, reasonably necessary to permit the consummation of the Debt Financing on the Closing Date; it being understood that no such corporate or other action will take effect prior to the consummation of the Merger and the directors of the Company will not approve the Debt Financing prior to the Closing Date, (vi) provide at least four business days prior to the Closing Date all documentation and other information required by bank regulatory authorities under applicable “know-your-customer,” anti-money laundering rules and regulations and beneficial ownership rules and regulations, including the USA PATRIOT Act of 2001 and 31 C.F.R. §1010.230 including necessary internal bank regulatory policies, relating to the Company or any of its subsidiaries to the extent they are intended, immediately following the Closing, to be obligors in respect of the Debt Financing, in each case as reasonably requested by Parent or Merger Sub at least nine business days prior to the Closing Date (it being understood and agreed that this clause (vi) shall not be subject to any “commercially reasonable efforts” qualifier

otherwise contained in the Merger Agreement) and (vii) to the extent reasonably requested by Parent, providing reasonable and customary assistance to Merger Sub in obtaining private corporate and facilities credit ratings with respect to the Debt Financing.

No such requested cooperation from the Company or any of its subsidiaries will require it to (i) waive or amend any terms of the Merger Agreement or pay any fees or reimburse any expenses prior to the Effective Time, (ii) enter into any definitive agreement or documentation, the effectiveness of which is not conditioned upon the consummation of the Merger, (iii) give any indemnities or incur any fees that are effective prior to the Effective Time or (iv) take any action that would unreasonably or materially interfere with the conduct of the business of the Company and its subsidiaries, breach any confidentiality obligations or create a risk of damage or destruction to any property or assets of the Company or any of its subsidiaries.

Cooperation with respect to Existing Indebtedness

Cooperation with respect to Existing Credit Agreement Consents

Pursuant to the Merger Agreement, between signing of the Merger Agreement and the Closing Date, if requested by Parent, the Company is required to use our commercially reasonable efforts to seek an Existing Credit Agreement Consent (as defined in the Merger Agreement) with respect to the Company Credit Agreements to seek the requisite irrevocable waivers and/or amendments in respect of certain sections of the applicable Company Credit Agreements such that under the applicable Company Credit Agreements, the transactions will (i) not constitute and will not give rise to a “Change of Control,” “default” or “event of default” (or equivalent term) and (ii) be permitted under such applicable Company Credit Agreements including any other amendment to or waiver of any provisions of such applicable Company Credit Agreements as reasonably requested by Parent in connection with the transactions contemplated by the Merger Agreement, on such terms and conditions, as directed and approved by Parent in consultation with us. Parent is responsible for the preparation of the Existing Credit Agreement Consents documents. Parent is required to consult with us and afford us a reasonable opportunity to review and comment on the necessary documentation in connection with any Existing Credit Agreement Consents and other related documents. The Company is required to provide, and to use our reasonable best efforts to cause our representatives to provide, all cooperation reasonably requested by Parent in connection therewith.

The Merger Agreement provides that with respect to the Company Indebtedness (as defined in the Merger Agreement), if an Existing Credit Agreement Consent is not obtained in respect to any such Company Indebtedness prior to the date that is ten (10) business days prior to Closing, the Company will deliver to Parent (a) executed payoff letters on the Closing Date and (b) drafts of payoff letters at least five (5) business days prior to Closing, in each case, in customary form from the lenders (or their applicable representative) with respect to each applicable Company Credit Agreement. At or prior to the Effective Time, Parent and Merger Sub will pay (or cause to be paid) on behalf of us the Payoff Amount (as defined in the Merger Agreement) to the recipients thereof in accordance with the terms of the applicable payoff letter under the Merger Agreement.

Cooperation with respect to Existing Notes

As of the date of this proxy statement, the Company has outstanding three series of senior secured notes (collectively, the “Existing Secured Notes”): (i) $865,000,000 aggregate principal amount of its 7.875% Senior Secured Notes due 2030, (ii) $1,150,000,000 aggregate principal amount of its 7.125% Senior Secured Notes due 2031, and (iii) $900,000,000 aggregate principal amount of its 7.500% Senior Secured Notes due 2033. Each series of Existing Secured Notes has been issued pursuant to a separate indenture (each, a “Secured Indenture”) with U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) and collateral agent. In addition, as of the date of this proxy statement, the Company has outstanding two series of senior unsecured notes (collectively the “Existing Unsecured Notes”): (i) $905.95 million aggregate principal amount of its 7.500% Senior Notes due 2029 and (ii) $899.311 million aggregate principal amount of its 7.750% Senior Notes due 2028. Each series of Existing Unsecured Notes has been issued pursuant to a separate indenture with the Trustee (each an “Unsecured Indenture” and, together with the Secured Indentures, the “Indentures”).

Pursuant to the Merger Agreement, if requested by Parent in writing with sufficient advance notice, the Company and its subsidiaries are required to use commercially reasonable efforts to take such actions as may be reasonably requested and necessary to facilitate the redemption, satisfaction and/or discharge of one or more series

of our outstanding notes at the Closing pursuant to the applicable Indenture. To the extent that Parent requests any such redemption, satisfaction and/or discharge, at the Closing, Parent or its designee (which may be the Company) is required to deposit with the appropriate trustee or other recipient cash or cash equivalents sufficient to actually effect such redemption, satisfaction and/or discharge and, if applicable, release of any liens securing the applicable Indenture.

Because Parent is not a “Permitted Holder” as defined in each of the Indentures, the Closing would constitute a “Change of Control” under each Indenture, which would require the Company to make an offer to purchase all outstanding Existing Secured Notes of the applicable series at a price in cash equal to 101.0% of the aggregate principal amount thereof, plus accrued and unpaid interest. Under the Merger Agreement, between signing of the Merger Agreement and the Closing Date, if requested by Parent, the Company is required to use our reasonable best efforts to commence a consent solicitation (the “Consent Solicitation”) with respect to the Existing Secured Notes to seek consents from holders of a majority of the notes contained in each series of Existing Secured Notes, on such terms and conditions, including with respect to consent fees, as proposed by Parent. Parent is responsible for the preparation of the Consent Solicitation documents. Parent is required to consult with the Company and afford us a reasonable opportunity to review and comment on the necessary consent solicitation statement (the “Consent Solicitation Statement”), supplemental indentures and other related documents. The Company is required to provide, and to use our reasonable best efforts to cause our representatives to provide, all cooperation reasonably requested by Parent in connection therewith. In connection with the foregoing, the Company, at the direction of Parent, expects to commence a Consent Solicitation with respect to each series of Existing Secured Notes seeking the requisite consents from holders of each series of Existing Secured Notes to, among other things, amend the definition of “Change of Control” to provide that the Merger and other transactions contemplated by the Merger Agreement shall not constitute a “Change of Control” under any of the Secured Indentures.

Following the expiration of the Consent Solicitation and assuming receipt of the requisite consents, the Company is required to execute appropriate supplemental indentures providing for the amendments, waivers or other modifications contemplated by the Consent Solicitation documents, and to use commercially reasonable efforts to cause the trustee under the applicable Indenture to enter into the applicable supplemental indenture. Although any waiver of a change-of-control provision may become operative prior to the Effective Time and the supplemental indenture may become effective earlier, the proposed amendments in the supplemental indenture shall not become operative unless and until the Effective Time has occurred. The form and substance of each supplemental indenture must be reasonably satisfactory to both Parent and the Company.

In addition, if requested by Parent, the Company is required to use our reasonable best efforts to commence one or more offers to purchase all outstanding Existing Secured Notes at a price in cash equal to 101.0% of the aggregate principal amount thereof, plus accrued and unpaid interest (each a “Change-of-Control Offer” and, together, the “Change of Control Offers”), which offers shall be expressly conditioned on the occurrence of the Closing, pursuant to the terms of the relevant Indenture. Parent is responsible for the preparation of the documentation relating to such offers and is required to consult with us and afford us a reasonable opportunity to review and comment. The Company is required to provide, and to use our reasonable best efforts to cause our representatives to provide, all cooperation reasonably requested by Parent in connection therewith. The form and substance of the documentation relating to any Change of Control Offers must be reasonably satisfactory to both Parent and the Company.

Indemnification of Directors and Officers and Insurance

For a period of six (6) years following the Effective Time, the surviving corporation and its subsidiaries will, and Parent will cause the surviving corporation and its subsidiaries to, subject to applicable law, honor and fulfill, in all respects, the obligations of the Company and its subsidiaries pursuant to any indemnification agreements between the Company and any of its subsidiaries, on the one hand, and any of their respective current or former directors or officers, on the other hand (each, together with such person’s heirs, executors and administrators, an “Indemnified Person” and, collectively, the “Indemnified Persons”), in each case existing on the date of the Merger Agreement. In addition, for a period of six (6) years following the Effective Time, the surviving corporation and its subsidiaries will, and Parent will cause the surviving corporation and its subsidiaries to, cause all the organizational documents of the surviving corporation and its subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the organizational documents of the Company and its subsidiaries that are

in effect as of the date of the Merger Agreement, which provisions will not be repealed, amended or otherwise modified in any manner that would adversely affect the rights of the Indemnified Persons thereunder, except as required by applicable law.

For a period of six (6) years following the Effective Time, the surviving corporation will, and Parent will cause the surviving corporation to, indemnify and hold harmless, subject to and to the fullest extent permitted by applicable law, and any of its subsidiaries or affiliates in effect on the date of the Merger Agreement, shall indemnify and hold harmless each Indemnified Person from and against any costs, fees and expenses, including attorneys’ fees and investigation expenses, judgments, fines, penalties, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any legal proceeding, whether civil, criminal, administrative or investigative, whenever asserted, to the extent that such legal proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to the fact that an Indemnified Person is or was a director, officer employee or agent of the Company or such subsidiary or affiliate; any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company or any of its subsidiaries or other affiliates, or taken at the request of the Company or such subsidiary or affiliate (including in connection with serving at the request of the Company or such subsidiary or affiliate as a director, officer, employee, agent, trustee or fiduciary of another person (including any employee benefit plan), regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time); or the Merger, as well as any actions taken by the Company, Parent or Merger Sub with respect to the Merger (including any disposition of assets of the surviving corporation or any of its subsidiaries that is alleged to have rendered the surviving corporation or any of its subsidiaries insolvent).

If, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to the Merger Agreement terms described in the paragraph directly above, then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such legal proceeding, the surviving corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such legal proceeding, provided that the Indemnified Person shall provide an undertaking to repay such advances if it is ultimately determined by final non-appealable judgment by a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification. None of Parent, the surviving corporation nor any of their respective affiliates will settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any legal proceeding for which indemnification may be sought by an Indemnified Person pursuant to the Merger Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of such legal proceeding. Any determination required to be made with respect to whether the conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by the surviving corporation (which counsel will be reasonably acceptable to such Indemnified Person), the fees and expenses of which will be paid by the surviving corporation.

For a period of six years following the Effective Time, the surviving corporation shall (and Parent shall cause the surviving corporation to) maintain in effect the Company’s current directors’ and officers’ liability insurance policy in respect of acts or omissions occurring at or prior to the Effective Time on terms (including with respect to coverage, conditions, retentions, limits and amounts) that are equivalent to those of the director and officer insurance in effect as of immediately prior to the Effective Time; provided that the surviving corporation will not be obligated to pay annual premiums in excess of 300% of the annual premium amount paid by the Company for coverage for its last full fiscal year ended prior to the Effective Time, which amount is referred to as the maximum annual premium. If the annual premiums of such insurance coverage exceed the maximum annual premium, then the surviving corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the maximum annual premium from an insurance carrier with the same or better credit rating as the Company’s current directors’ and officers’ liability insurance carrier. In satisfaction of the foregoing obligations, prior to the Effective Time, the Company will purchase a prepaid “tail” policy with respect to directors’ and officers’ liability insurance policies so long as the aggregate cost for such “tail” policy does not exceed the maximum annual premium. If the Company elects to purchase such a “tail” policy prior to the Effective Time, the surviving corporation shall (and Parent shall cause the surviving corporation to) maintain such “tail” policy in full force and effect for a period of no less than six (6) years after the Effective Time and continue to honor its obligations under such “tail” policy. If the Company is unable to obtain the “tail” policy and Parent or the surviving corporation are unable to obtain the

insurance described in the Merger Agreement for an annual cost less than or equal to the maximum annual premium, Parent shall cause the surviving corporation to instead obtain as much comparable insurance as possible for an aggregate annual premium not exceeding the maximum annual premium.

Continuing Employee Matters

For a period of twelve months following the Effective Time, the surviving corporation and its subsidiaries shall (and Parent shall cause the surviving corporation and its subsidiaries to) maintain for the benefit of each continuing employee (i) a base salary or wage rate, as applicable, cash incentive opportunities (including bonus and commission) and equity and equity-based compensation that are, in the aggregate, no less favorable than those in effect for such continuing employee immediately before the Effective Time; (ii) severance and termination benefits that are, in the aggregate, no less favorable than those applicable to such continuing employee immediately before the Effective Time; and (iii) all other benefit or compensation plans, programs, policies, agreements or arrangements of the surviving corporation or any of its subsidiaries (including but not limited to nonqualified deferred, compensation but excluding any equity and equity-based or other long-term compensation or benefits and any compensation or benefits under a defined benefit pension plan or post-employment health and welfare plan, retention benefits, change in control benefits, and other one-time benefits) at levels that are substantially comparable in the aggregate to those in effect for such continuing employee under the Company employee plans as of immediately prior to the Effective Time.

With respect to each benefit or compensation plan, program, policy, arrangement or agreement that is made available to any continuing employee at or after the Effective Time (each such plan, a “New Plan”), Parent and its subsidiaries (including the surviving corporation) shall (and Parent shall cause the surviving corporation and its subsidiaries to) cause to be granted to such continuing employee credit for all service with the Company and its subsidiaries prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of vacation accrual, and severance entitlement or termination pay), except to the extent that it would result in duplication of compensation or benefits for the same period of service, or for purposes of any defined benefit pension plan, or retiree medical benefits. In addition, and without limiting the generality of the foregoing, Parent will cause the surviving corporation and its subsidiaries to use commercially reasonable efforts to cause (i) each continuing employee to be immediately eligible to participate, without any waiting period, in any and all New Plans to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding Company employee plan (each such plan, an “Old Plan”); (ii) for purposes of each New Plan providing life insurance, medical, dental, pharmaceutical, vision or disability benefits, all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for the continuing employees and their covered dependents to the extent such conditions were inapplicable, met or waived under the comparable employee plan in which such continuing employee participated immediately prior to the Effective Time; (iii) for purposes of each New Plan providing medical, dental, pharmaceutical, or vision benefits, the surviving corporation and its subsidiaries will cause any eligible expenses incurred by the continuing employees and their covered dependents during the portion of the plan year under the Old Plan ending on the date that continuing employees’ participation in the corresponding New Plan begins to be given full credit under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such continuing employees and their covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; and (iv) the surviving corporation and its subsidiaries shall credit the accounts of the continuing employees under any New Plan that is a flexible spending account plan with any unused balances in the account of such continuing employees under the Old Plan that is a flexible spending account plan. Any vacation or paid time off accrued but unused by a continuing employee as of immediately prior to the Effective Time will be credited to such continuing employee following the Effective Time, and will not be forfeited on account of accrual limits or other forfeiture.

Pursuant to the Merger Agreement, each Continuing Employee, who as of immediately prior to the Effective Time is eligible for an annual bonus for 2026 and who remains employed with Parent or its Subsidiaries through the regular payment date for such bonus, shall be eligible to receive in cash, on such regular payment date, an annual bonus payment in respect of the 2026 performance period in an amount that is determined based on the target level of attainment of the applicable performance measures under the applicable bonus plan as in effect on the Closing Date, with any above target payouts made in Parent’s sole discretion (provided that any annual bonus payable based

on sales-based performance measures will be determined based on the actual level of attainment of the applicable performance measures and annual bonuses payable to non-exempt employees will be determined in the discretion of the Company consistent with past practice but shall not exceed the amount payable based on the greater of the target and actual level of attainment of the applicable performance measures). However, any Continuing Employee whose employment is terminated following the Closing and prior to the payment of the 2026 Annual Bonuses due to a termination of employment by the Company (or its employing Affiliate) for reasons other than cause, or due to such Continuing Employee’s resignation for “good reason” if the Continuing Employee is subject to a severance arrangement providing for severance eligibility based on “good reason,” will, in addition to any other severance entitlement (but not in addition to any right to a pro rata bonus on termination) and subject to the execution of a customary release of claims, be entitled to payment of a 2026 Annual Bonus payable no later than the regular payment date, calculated based on the amount payable based on the actual level of attainment of the applicable performance measures under such applicable bonus plan, and prorated based on the portion of the 2026 performance period elapsed through the date of such Continuing Employee’s termination or resignation.

Other Covenants and Agreements

The Merger Agreement contains other covenants and agreements, including a covenant in which each of Parent and the Company covenant or agree to consult with each other before issuing, and give each other the reasonable opportunity to review and comment upon, any press release or other public statements (including media interviews and calls with analysts, institutional investors or similar persons) with respect to the Merger, and shall not issue any such press release or make any such public statement without consulting with the other party, except as otherwise provided in the Merger Agreement.

In addition, the Company will, prior to the Effective Time:

•        provide Parent with prompt written notice of all transaction litigation (including by providing copies of all pleadings and material correspondence with respect thereto) and keep Parent reasonably informed with respect to the status thereof. Parent will have the opportunity to participate in (but not control) the defense, settlement or prosecution of any transaction litigation; and consult with Parent with respect to the defense, settlement and prosecution of any transaction litigation. The Company may not compromise or settle any transaction litigation unless Parent has consented thereto in writing (which consent will not be unreasonably withheld, conditioned or delayed);

•        cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things reasonably necessary, proper or advisable on its part under applicable laws and the rules and regulations of the NYSE to cause the de-listing by the Company of the Company Common Stock from the NYSE as promptly as practicable after the Effective Time and the deregistration of the Company Common Stock under the Exchange Act as promptly as practicable after such de-listing;

•        be permitted to take all such actions as may be reasonably necessary or advisable to cause any dispositions of equity interests of the Company (including derivative securities) in connection with the Merger by each individual who is a director or executive officer of the Company, to be exempt under Rule 16b-3 promulgated under the Exchange Act; and

•        as promptly as reasonably practicable after (and in any event within five (5) business days of) the No-Shop Start Date, prepare and file with the SEC a preliminary proxy statement and, shall use its reasonable best efforts to, as promptly as reasonably practicable and in no event more than five (5) business days, following the filing thereof with the SEC and confirmation from the SEC that it will not review, or that it has completed its review of, the proxy statement, which confirmation will be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59pm, Eastern Time, on the tenth calendar day following such filing with the SEC that the SEC will or will not be reviewing the proxy statement.

Conditions to Consummation of the Merger

The respective obligations of the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or written waiver by all parties, if permissible under applicable law) at the Closing of each of the following conditions:

•        the Requisite Stockholder Approval having been obtained;

•        the expiration or termination of the applicable waiting period (including any extension thereof) applicable to the transactions under the HSR Act and the receipt of clearances, approvals and consents required to be obtained under certain other antitrust laws, foreign investment laws and other applicable laws; and

•        the absence of any law, order, judgment, decree, injunction or ruling (whether temporary, preliminary or permanent) of any governmental authority making the Merger illegal or otherwise prohibiting the Merger.

In addition, the obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or waiver by each of Parent and Merger Sub) of the following further conditions:

•        certain fundamental representations and warranties of the Company (relating to organization, good standing, corporate power and authority, Company Board approval, required stockholder approval, non-contravention, capitalization and brokers) being true and correct in all material respects as of the Closing Date;

•        the representations and warranties of the Company relating to capitalization being true and correct in all respects, except for inaccuracies that do not result in an increase in the aggregate consideration payable by Parent in the Merger by more than $3,300,000;

•        the representations and warranties of the Company relating to the absence of a Company Material Adverse Effect being true and correct in all respects;

•        the other representations and warranties of the Company being true and correct in all respects (disregarding materiality and Company Material Adverse Effect qualifications), except where the failure to be true and correct would not have a Company Material Adverse Effect;

•        the Company having complied with and performed in all material respects the covenants and obligations in the Merger Agreement that the Company is required to comply with or to perform at or prior to the Closing;

•        the absence of any Company Material Adverse Effect having occurred since the date of the Merger Agreement;

•        the receipt by Parent of a certificate executed on behalf of the Company by its authorized representative to the effect that the conditions described in the first through seventh bullets above have been satisfied; and

•        no Burdensome Condition having been imposed in connection with regulatory approvals.

In addition, the obligations of the Company to consummate the Merger are subject to the satisfaction (or waiver by the Company) of the following further conditions:

•        the representations and warranties made by Parent and Merger Sub being true and correct in all respects (disregarding materiality qualifications), except where the failure to be true and correct would not have a Parent Material Adverse Effect;

•        Parent and Merger Sub having complied with and performed in all material respects the covenants and obligations in the Merger Agreement that Parent and Merger Sub is required to comply with or to perform at or prior to the Closing; and

•        the receipt by the Company of a certificate executed on behalf of Parent and Merger Sub by a duly authorized officer certifying that the foregoing conditions have been satisfied.

Termination of the Merger Agreement

The Merger Agreement may be terminated and the Merger and the other transactions contemplated by the Merger Agreement may be abandoned at any time prior to the Effective Time notwithstanding receipt of the Requisite Stockholder Approval (except as expressly noted), only as follows:

•        Mutual Consent.    By mutual written agreement of the Company and Parent.

•        Order.    By either the Company or Parent, if any permanent law or order preventing the consummation of the Merger is in effect that prohibits, makes illegal or enjoins the consummation of the Merger and has become final and non-appealable; provided that the right to terminate is not available to a party whose failure to perform its obligations was primarily the cause of such law or order.

•        Termination Date.    By either the Company or Parent, if the Closing has not occurred by 11:59 p.m., Eastern Time, on November 9, 2026 (the “Termination Date”); provided that if as of the Termination Date, any regulatory conditions (including conditions related to antitrust, foreign investment or CFIUS) shall not have been satisfied or waived, the Termination Date shall be automatically extended to February 9, 2027; provided further that the right to terminate is not available to a party whose failure to perform was primarily the cause of the failure to consummate the Merger by the Termination Date.

•        Required Stockholder Approval.    By either the Company or Parent, if the Company fails to obtain the Requisite Stockholder Approval at a Company Stockholder Meeting (as defined in the Merger Agreement) at which a vote is taken on the Merger. For the avoidance of doubt, the Special Meeting will constitute the Company Stockholder Meeting.

•        Company Breach.    By Parent, if the Company has breached or failed to perform any of its representations, warranties, covenants or other agreements contained in the Merger Agreement, which breach or failure to perform would result in a failure of a condition set forth in the Merger Agreement, except that if such breach is capable of being cured prior to the Termination Date, Parent will not be entitled to terminate the Merger Agreement prior to the delivery by Parent to the Company of written notice of such breach, delivered prior to the earlier of (A) at least thirty (30) days prior to such termination and (B) the Termination Date, stating Parent’s intention to terminate the Merger Agreement and the basis for such termination, it being understood that Parent will not be entitled to terminate the Merger Agreement if such breach has been cured prior to termination (to the extent capable of being cured); further, Parent will not have the right to terminate the Merger Agreement if it or Merger Sub is then in material breach of any representations, warranties, covenants or other agreements contained in the Merger Agreement that would result in a failure of a condition set forth in the Merger Agreement.

•        Company Board Recommendation Change.    By Parent, if at any time prior to the Company’s receipt of the Requisite Stockholder Approval, the Company Board has effected a Company Board Recommendation Change.

•        Parent or Merger Sub Breach.    By the Company, if Parent or Merger Sub has breached or failed to perform any of its respective representations, warranties, covenants or other agreements contained in the Merger Agreement, which breach or failure to perform would result in a failure of a condition set forth in the Merger Agreement, except that if such breach is capable of being cured prior to the Termination Date, the Company will not be entitled to terminate the Merger Agreement prior to the delivery by the Company to Parent of written notice of such breach, delivered prior to the earlier of (A) at least thirty (30) days prior to such termination and (B) the Termination Date, stating the Company’s intention to terminate the Merger Agreement and the basis for such termination, it being understood that the Company will not be entitled to terminate the Merger Agreement if such breach has been cured prior to termination (to the extent capable of being cured); further, the Company will not have the right to terminate the Merger Agreement if it is then in material breach of any representations, warranties, covenants or other agreements contained in the Merger Agreement that would result in a failure of a condition set forth in the Merger Agreement.

•        Superior Proposal.    By the Company, at any time prior to the receipt of the Requisite Stockholder Approval, if the Company (i) has complied in all material respects with its non-solicitation obligations, (ii) substantially concurrently with such termination enters into a binding written definitive agreement providing for a Superior Proposal, and (iii) pays to Parent the Company Termination Fee prior to or concurrently with such termination.

•        Parent Failure to Close.    By the Company, (i) if all of the conditions to the obligations of Parent and Merger Sub to consummate the Merger are satisfied or waived (other than those conditions that by their terms are to be satisfied by actions taken at the Closing, so long as such conditions are at the time of termination capable of being satisfied as if such time were the Closing), (ii) the Company has irrevocably confirmed to Parent in writing that all of the conditions set forth in the Merger Agreement have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, so long as such conditions are at the time of termination capable of being satisfied), (iii) Parent fails to consummate the transaction by the date that is three business days after the later of (x) the date of delivery of notice of termination of the Merger Agreement and (y) the first date on which Parent is required to consummate the Closing pursuant to the Merger Agreement, and (iv) the Company has irrevocably confirmed to Parent in writing that it is ready, willing, able and prepared to consummate the Closing.

In the event that the Merger Agreement is validly terminated, the Merger Agreement will become void and have no effect, without any liability on the part of any party thereto, except that certain provisions will survive termination, including provisions relating to financing cooperation reimbursement, public statements, termination fees and certain general provisions. Notwithstanding the foregoing, nothing in the Merger Agreement shall relieve any party from any liability for fraud or Willful and Material Breach of the Merger Agreement prior to such termination.

Termination Fees

Company Termination Fee.    The Company will be required to pay the Company Termination Fee to Parent in the following circumstances:

•        Tail-Fee Scenario.    If the Merger Agreement is validly terminated pursuant to (A) the Termination Date termination right (and the Company Stockholder Meeting has not been held), as a result of the failure to obtain the Requisite Stockholder Approval, or as a result of a Company Breach; (B) an Acquisition Proposal was publicly announced and not publicly withdrawn at least five (5) business days prior to the time of the breach or the Company Stockholder Meeting; and (C) within 12 months following such termination, an Acquisition Transaction is entered into or consummated, then the Company shall promptly (and in any event within three (3) business days) upon the earlier of entry into such definitive agreement or the consummation of such Acquisition Transaction pay, or cause to be paid, to Parent (or its designee) the Company Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parent. For purposes of this bullet, all references to “20%” in the definition of “Acquisition Transaction” (as defined in the Merger Agreement) will be deemed to be references to “50%”;

•        Company Board Recommendation Change.    If the Merger Agreement is terminated by Parent following a Company Board Recommendation Change, then the Company shall pay the Company Termination Fee within three (3) business days following such termination.

•        Superior Proposal.    If the Merger Agreement is terminated by the Company to enter into a Superior Proposal then the Company shall pay the Company Termination Fee.

•        Parent Termination Fee.    Parent will be required to pay the Parent Termination Fee of $92,900,000 to the Company if the Merger Agreement is terminated:

•        by the Company for a Parent or Merger Sub Breach with respect to a breach of the financing provisions or the regulatory efforts provisions of the Merger Agreement;

•        by the Company for a Parent Failure to Close; or

•        by the Company or Parent at the Termination Date, at a time at which the Company had the right to terminate for a Parent or Merger Sub Breach (as described above) or a Parent Failure to Close.

In no event shall the Company be required to pay the Company Termination Fee or Parent be required to pay the Parent Termination Fee on more than one occasion.

Superior Proposal and Change of Recommendation

Except for the exceptions set forth below, the Company Board will not (A) withhold, withdraw, amend or modify, or publicly propose to withhold, withdraw, amend or modify, the Company Board Recommendation; (B) adopt, approve, endorse, recommend or otherwise declare advisable an Acquisition Proposal; (C) in the event that an Acquisition Proposal is publicly announced or a material modification is publicly announced, fail to reaffirm the Company Board Recommendation within ten (10) business days following the written request of Parent (provided, however, that Parent may make such request no more than one (1) time in respect of each Acquisition Proposal or material modification thereof); (D) in the event that any Acquisition Proposal that is structured as a tender or exchange offer is commenced, fail to recommend against acceptance of such tender or exchange offer by the Company stockholders within ten (10) business days of commencement thereof pursuant to Rule 14d-2 of the Exchange Act or (E) fail to include the Company Board Recommendation in the Proxy Statement in connection with the Company Stockholder Meeting.

Notwithstanding the restrictions described above, at any time prior to the receipt of the Requisite Stockholder Approval, the Company Board is permitted (i) to terminate the Merger Agreement to concurrently enter into a definitive Alternative Acquisition Agreement (as defined in the Merger Agreement) with respect to a Superior Proposal and/or (ii) to effect any Company Board Recommendation Change, if, in either case, the Company Board determines in good faith, after consultation with its financial and outside legal advisors, that failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law, and the following conditions are met:

•        (A) the Company Board has received an Acquisition Proposal that it has determined constitutes a Superior Proposal; (B) the Company has provided at least four (4) business days’ advance written notice to Parent of its intention to take such action, including a reasonably detailed description of the material terms of the Superior Proposal and copies of any written material relating to such Superior Proposal; (C) during such four- (4-) business day “match” period, the Company will negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of the Merger Agreement so that the Superior Proposal ceases to constitute a Superior Proposal; and (D) following the end of the match period, the Company Board has determined that the Superior Proposal continues to constitute a Superior Proposal, taking into account any changes to the Merger Agreement offered in writing by Parent. In the event of any material modifications to such Acquisition Proposal, the Company will be required to deliver a new written notice and comply with a subsequent three-business day match period.

•        The Company Board has considered in good faith any modifications to the terms and conditions of the Merger Agreement and Financing Letters (as defined in the Merger Agreement) by Parent and has determined in good faith (after consultation with financial advisors and outside legal counsel) that the failure to effect a Company Board Recommendation Change would continue to be inconsistent with the Company Board’s fiduciary duties.

•        The Company has received a bona fide written Acquisition Proposal that did not result from a breach in any material respect of the “No-Shop” provisions in the Merger Agreement and the Company Board has determined in good faith (after consultation with financial advisors and outside legal counsel) that such Acquisition Proposal constitutes a Superior Proposal and the failure to take such action would be inconsistent with the Company Board’s fiduciary duties under applicable Law.

Amendment and Waiver

The parties to the Merger Agreement may amend the Merger Agreement by their written and signed agreement. However, after receipt of the Requisite Stockholder Approval no amendment may be made to the Merger Agreement that requires the approval of the Company stockholders pursuant to the DGCL without such approval.

At any time prior to the Effective Time, Parent and the Company may, subject to the terms of the Merger Agreement and to the extent legally allowed, (x) extend the time for performance of any of the obligations or other acts of the other party, as applicable; (y) waive any inaccuracies in the representations and warranties of the other party contained therein or in any document delivered pursuant thereto and (z) subject to the requirements of applicable law, waive compliance by the other party with any of the Merger Agreement’s conditions contained therein applicable to such party.

Governing Law; Jurisdiction and Waiver of Jury Trial

The Merger Agreement and all actions, proceedings, causes of action, claims or counterclaims (whether based on contract, tort, statute or otherwise) based upon, arising out of or relating to the Merger Agreement or the actions of Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement of the Merger Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in connection with the Merger Agreement or as an inducement to enter into the Merger Agreement), shall be governed by, and construed in accordance with, the laws of the State of Delaware, including its statutes of limitations, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws, including any statutes of limitations, of any jurisdiction other than the State of Delaware.

Each party to the Merger Agreement has agreed to irrevocably submit to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any other state or federal court within the State of Delaware), in the event that any dispute or controversy arises out of the Merger Agreement, the Guarantee or the transactions thereby and has agreed that all claims with respect to such proceeding shall be brought, tried and determined only in such court. The parties to the Merger Agreement have agreed that a final judgment in any such proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Each party further irrevocably waived any and all right to trial by jury in any legal proceeding arising out of or related to the Merger Agreement or the transactions contemplated by the Merger Agreement.

Specific Performance

In the Merger Agreement, Parent, Merger Sub and the Company agreed that irreparable damage would occur, and that the parties would not have any adequate remedy at law, in the event that any of the provisions of the Merger Agreement are not performed in accordance with their specific terms or are otherwise breached. The parties acknowledged and agreed that: (A) the parties will be entitled to an injunction, specific performance and other equitable relief to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement, without proof of actual damages, in addition to any other remedy to which any party is entitled at law or in equity; (B) neither the ability of either party to recover damages for fraud or any Willful and Material Breach (as defined in the Merger Agreement) of the Merger Agreement nor the termination fee provisions are intended to and do not adequately compensate the parties for the harm that would result from a breach, and will not be construed to diminish or impair any party’s right to specific performance; (C) the right of specific enforcement is an integral part of the Merger and without that right, neither party would have entered into the Merger Agreement; and (D) the parties agree not to raise any objections to the granting of specific performance or other equitable relief.

Notwithstanding the foregoing, the Company will be entitled to an injunction, specific performance or other equitable remedy to cause Parent to cause the Equity Financing to be funded and to consummate the Closing if and solely if (A) all of the conditions to Parent’s and Merger Sub’s obligations have been and continue to be satisfied (other than conditions to be satisfied at the Closing, each of which is capable of being satisfied); (B) the Debt Financing has been funded or will be funded at the Closing if the Equity Financing is funded; (C) the Company has irrevocably certified in writing to Parent that all closing conditions have been and continue to be satisfied and that it will take all actions to consummate the Closing; and (D) Parent and Merger Sub fail to consummate the Merger within three (3) business days following receipt of such notice.

MARKET INFORMATION AND DIVIDENDS

The Company Common Stock is listed and traded on the NYSE under the trading symbol “CCO.” The closing price of Company Common Stock on the NYSE on February 6, 2026, the last trading day prior to the public announcement of the execution of the Merger Agreement, was $2.17 per share of Company Common Stock, each share of which is entitled to one vote. On April 1, 2026, the most recent practicable date before this proxy statement was mailed to the Company stockholders, the closing price for Company Common Stock on the NYSE was $2.37 per share of Company Common Stock.

As of March 20, 2026, 498,488,033 shares of Company Common Stock were issued and outstanding, held by 37 Company stockholders that are holders of record.

The Company has not declared or paid any dividends on Company Common Stock in its past three fiscal years and does not currently intend to pay cash dividends in the foreseeable future. Any future determination to pay cash dividends will be made at the discretion of the Company Board and will depend on, among other things, the Company’s results of operations, cash requirements, financial condition, contractual restrictions contained in current or future financing instruments and other factors that the Company Board may deem relevant.

SUPPORT AGREEMENTS

In connection with the execution of the Merger Agreement, on February 9, 2026, Parent entered into the Support Agreements with: (i) certain investment funds affiliated with Legion Partners, L.P., (ii) certain investment funds affiliated with Ares Management LLC, (iii) certain funds affiliated with Pacific Investment Management Company LLC and (iv) Arturo Moreno, in each case, pursuant to which the Company has certain third-party beneficiary rights. Under the Support Agreements, the Company stockholders party thereto have agreed to, among other things, vote or execute consents with respect to all of their shares of Company Common Stock in favor of the adoption of the Merger Agreement and approval of the Merger and against any Acquisition Proposal, subject to certain terms and conditions contained therein, and against (a) any Acquisition Proposal, (b) any action, proposal, transaction or agreement that would reasonably be expected to result in any condition of the Merger Agreement not being satisfied and (c) any other action, agreement, or proposal that would reasonably be expected to prevent, materially impede, adversely affect or materially delay the Closing or the transactions. The adoption of the Merger Agreement by the affirmative vote of the Company stockholders holding a majority of the outstanding shares of Company Common Stock entitled to vote at the Special Meeting (i.e., the Requisite Stockholder Approval) is the only vote or approval of the holders of any of the Company’s capital stock necessary to adopt the Merger Agreement and consummate the Merger.

Until the Company’s receipt of the Requisite Stockholder Approval, each stockholder that is party to a Support Agreement agrees not to directly or indirectly (i) transfer, sell, assign, hedge, pledge, encumber, hypothecate, grant a security interest in, gift, distribute or otherwise dispose (collectively, “Transfer”) all or any portion of its respective Company Common Stock (“Subject Shares”) or (ii) enter into any agreement or other arrangement with respect to the Transfer of any Subject Shares; provided, however, that such stockholder may transfer any such shares to any affiliate of such stockholder, so long as such transferee agrees in writing to be bound by the Support Agreement. Any transfer or attempted transfer of any such shares in violation of the transfer restrictions set forth in the Support Agreements shall be null and void and of no effect whatsoever.

Each of the Support Agreements terminates upon the earliest to occur of (a) the Effective Time, (b) the valid termination of the Merger Agreement in accordance with the terms therein, (c) a Company Board Recommendation Change, (d) with respect to any Company stockholder that is party to such Support Agreement, the election of such stockholder in its, his or her sole discretion to terminate such Support Agreement following any amendment of any terms or provision of the original unamended Merger Agreement, without the prior written consent of such stockholder, that reduces or changes the form of consideration payable pursuant to the Merger Agreement, (e) the date that is twelve months from the date of the respective Support Agreement or (f) with respect to any Company stockholder that is party to such Support Agreement, as set forth in a mutual written agreement of the Company, Parent and such stockholder (the earliest such date set forth in clauses (a) through (f), the “Support Agreement Termination Date”).

Each Company stockholder that is a party to a Support Agreement has agreed to waive all appraisal rights under Section 262 of the DGCL.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information about the beneficial ownership of the Company Common Stock as of March 20, 2026, for:

•        each person or group known to us who beneficially owns more than 5% of the Company Common Stock;

•        each of our directors;

•        each of our named executive officers; and

•        all of our directors and executive officers as a group.

Each stockholder’s percentage ownership is based on 498,488,033 shares of Company Common Stock outstanding as of March 20, 2026. Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days. Company Common Stock subject to Company Options, Company RSUs or Company PSUs that are currently exercisable or will vest within 60 days of March 20, 2026, are deemed to be outstanding and beneficially owned by the person holding the Company Options, Company RSUs and Company PSUs. These shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as disclosed in the footnotes to this table and subject to applicable community property laws, we believe that each stockholder identified in the table possesses sole voting and investment power over all shares of Company Common Stock shown as beneficially owned by the stockholder.

____________

*        Means less than 1%.

(a)      Unless otherwise indicated, the address for all beneficial owners is c/o Clear Channel Outdoor Holdings, Inc., 4830 North Loop 1604W, Suite 111, San Antonio, Texas 78249.

(b)      Percentage of ownership calculated in accordance with Rule 13d-3(d)(1) under the Exchange Act.

(c)      As reported on a Schedule 13D/A filed on February 11, 2026, Pacific Investment Management Company LLC (“PIMCO”) has sole voting and investment power with respect to all the shares reported above. The business address of the reporting person is 650 Newport Center Drive, Newport Beach, California 92660.

(d)      As reported on a Schedule 13D/A filed on February 11, 2026, Mr. Arturo Moreno has sole voting and investment power with respect to all the shares reported above. The business address of the reporting person is 4455 E. Camelback Road, Suite C140, Phoenix, Arizona 85018.

(e)      As reported on a Schedule 13D/A on February 11, 2026, the shares of Company Common Stock reflected above may be deemed to be beneficially owned by one or more of the following persons: ASSF IV AIV B Holdings III, L.P., ASSF IV AIV B, L.P., ASSF Operating Manager IV, L.P., ASOF Holdings I, L.P., ASOF II Holdings I, L.P., ASOF II A (DE) Holdings I, L.P., ASOF Investment Management LLC, ACOF VI Holdings, L.P., ACOF Investment Management LLC, Ares Management LLC, Ares Management Holdings L.P., Ares Holdco LLC, Ares Management Corporation, Ares Voting LLC, Ares Management GP LLC and Ares Partners Holdco LLC. The business address of each reporting person is 1800 Avenue of the Stars, Suite 1400, Los Angeles, California 90067.

(f)      As reported on a Form 4 filed on February 20, 2026 and a Schedule 13D/A filed on February 11, 2026, the following persons have shared voting and investment power with respect to the following number of shares of Company Common Stock of the Company: Legion Partners, L.P. I, with respect to 21,869,019 shares, Legion Partners, L.P. II, with respect to 1,943,844 shares, Legion Partners Special Opportunities, L.P. XVI, with respect to 2,122,933 shares, Legion Partners, LLC, with respect to 25,935,796 shares, Legion Partners Asset Management, LLC, with respect to 26,239,067 shares (which includes 9,414 unvested Company RSUs that will vest within 60 days of March 20, 2026) and Legion Partners Holdings, LLC, Christopher S. Kiper and Ted White, with respect to 26,239,967 shares (which includes 9,414 unvested Company RSUs that will vest within 60 days of March 20, 2026). The business address of each reporting person is 12121 Wilshire Blvd, Suite 1240, Los Angeles, California 90025.

(g)      Represents 2,755,185 shares of Company Common Stock, vested Company Options representing 25,654 shares of Company Common Stock and 972,835 unvested Company RSUs that will vest within 60 days of March 20, 2026. Excludes 1,043,209 unvested performance units that could vest within 60 days of March 20, 2026, assuming they are earned at target payout.

(h)      Represents 436,897 shares of Company Common Stock, vested Company Options representing 8,978 shares of Company Common Stock and 396,862 unvested Company RSUs that will vest within 60 days of March 20, 2026. Excludes 194,444 unvested performance units that could vest within 60 days of March 20, 2026, assuming they are earned at target payout.

(i)      Represents 871,743 shares of Company Common Stock, vested Company Options representing 11,043 shares of Company Common Stock and 378,247 unvested Company RSUs that will vest within 60 days of March 20, 2026. Excludes 305,555 unvested performance units that could vest within 60 days of March 20, 2026, assuming they are earned at target payout.

(j)      Represents 360,185 shares of Company Common Stock, vested Company Options representing 3,078 shares of Company Common Stock and 180,776 unvested Company RSUs that will vest within 60 days of March 20, 2026. Excludes 110,339 unvested performance units that could vest within 60 days of March 20, 2026, assuming they are earned at target payout.

(k)      Represents 814,474 shares of Company Common Stock.

(l)      Represents 678,479 shares of Company Common Stock and 10,983 unvested Company RSUs that will vest within 60 days of March 20, 2026.

(m)    Represents 436,926 shares of Company Common Stock.

(n)      Represents 774,098 shares of Company Common Stock and 10,460 unvested Company RSUs that will vest within 60 days of March 20, 2026.

(o)      Represents 127,269 shares of Company Common Stock.

(p)      Represents 798,551 shares of Company Common Stock and 9,937 unvested Company RSUs that will vest within 60 days of March 20, 2026.

(q)      Represents 805,344 shares of Company Common Stock and 9,675 unvested Company RSUs that will vest within 60 days of March 20, 2026.

(r)      Represents 2,510,821 shares of Company Common Stock and 13,075 unvested Company RSUs that will vest within 60 days of March 20, 2026.

(s)      Mr. White is a Managing Director of Legion Partners Asset Management, LLC and has shared voting and investment power with respect to the shares of Company Common Stock reported by Legion Partners as set forth in footnote (f) above.

(t)      Represents 142,724 shares of Company Common Stock.

(u)      As of March 20, 2026, includes Company Common Stock beneficially owned by all of our directors and executive officers as a group (which group excludes Justin Cochrane who ceased being an executive officer on March 28, 2025 and includes Robert McCuin who became an executive officer on February 18, 2026) as follows: (1) 11,009,022 shares of Company Common Stock held by such persons (excluding shares beneficially owned by Ted White); (2) 26,230,553 shares beneficially owned by Ted White as set forth in footnotes (f) and (s) above; (3) vested Company Options representing 62,862 shares of Company Common Stock; and (4) 2,247,675 Company RSUs that will vest within 60 days of March 20, 2026 (including Company RSUs beneficially owned by Ted White). Excludes 1,931,324 unvested performance units that could vest within 60 days of March 20, 2026 assuming they are earned at target payout.

APPRAISAL RIGHTS

General

If the Merger is consummated, Company stockholders that are holders of record and beneficial owners who do not vote (whether in person or by proxy) in favor of the Merger Proposal, and who are entitled to have their shares appraised by the Delaware Court of Chancery, may receive payment in cash for the “fair value” of their shares of Company Common Stock, as determined by the Delaware Court of Chancery, together with interest, if any, as determined by the Court, in lieu of the consideration that the record or beneficial owners of Company Common Stock would otherwise be entitled to pursuant to the Merger Agreement, subject to the requirements and limitations set forth in Section 262 of the DGCL described herein. These rights are known as appraisal rights. Stockholders and beneficial owners electing to exercise appraisal rights must comply with the provisions of Section 262 of the DGCL in order to perfect their rights. Strict compliance with the statutory procedures is required to perfect appraisal rights under Delaware law.

This section is intended as a brief summary of the material provisions of Delaware law, including the DGCL pertaining to appraisal rights. The following discussion, however, is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL that is accessible at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262 and incorporated by reference herein. All references in Section 262 of the DGCL and in this summary to “stockholder” (and all references in this summary to “holder”) are to the holder of record of the shares of Company Common Stock immediately prior to the Effective Time as to which appraisal rights are asserted. All references within Section 262 of the DGCL and this summary to “beneficial owner” mean the beneficial owner of shares of Company Common Stock held either in voting trust or by a nominee on behalf of such person. Failure to comply strictly with the procedures set forth in Section 262 of the DGCL will result in the loss of appraisal rights. The following discussion does not constitute any legal or other advice, nor does it constitute a recommendation as to whether or not a Company stockholder or beneficial owner should exercise its right to seek appraisal under Section 262 of the DGCL. In view of the complexity of the provisions of Section 262 of the DGCL, stockholders and beneficial owners wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

Subject to certain exceptions specified in Section 262 of the DGCL and summarized below, holders and beneficial owners of shares of Company Common Stock who: (a) submit a proper written demand for appraisal of such shares to the Company prior to the vote on the adoption of the Merger Agreement; (b) do not vote such shares (and ensure that such shares are not voted) in favor of the adoption of the Merger Agreement; (c) continuously are the holders of record or beneficial owners, as the case may be, of such shares through the Effective Time; and (d) otherwise comply with the applicable procedures and requirements set forth in Section 262 of the DGCL will be entitled to have their shares appraised by the Delaware Court of Chancery and receive payment in cash of the “fair value” of such shares (as determined by the Delaware Court of Chancery, exclusive of any element of value arising from the accomplishment or expectation of the Merger) as of the completion of the Merger instead of the Merger Consideration. Any such Company stockholder or beneficial owner awarded “fair value” for the holder’s shares by the court would receive payment of that fair value in cash, together with interest, if any, in lieu of the right to receive the Merger Consideration. It is possible that any such “fair value” as determined by the Delaware Court of Chancery may be more or less than, or the same as, that which Company stockholders will receive pursuant to the Merger Agreement.

Section 262 of the DGCL requires that stockholders as of the record date for notice of the Special Meeting to vote on the adoption of the Merger Agreement for whom appraisal rights are available be notified not less than 20 days before the Special Meeting. A copy of Section 262 of the DGCL or information directing the stockholders to a publicly available electronic resource at which Section 262 of the DGCL may be accessed without subscription or cost must be included with such notice.

This proxy statement constitutes our notice to the Company stockholders of the availability of appraisal rights in connection with the Merger in compliance with the requirements of Section 262 of the DGCL and a copy of the applicable statutory provisions is accessible at the following publicly available website without subscription or cost: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Stockholders or beneficial owners who wish to exercise appraisal rights or who wish to preserve the right to do so should review the following summary and the applicable statutory provisions carefully. Failure to comply with the procedures of Section 262 of the DGCL in a timely and proper manner will result in the loss of appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of the Company unless certain stock ownership conditions are satisfied by the Company stockholders and beneficial owners seeking appraisal. Because of the complexity of the procedures for exercising the right to seek appraisal, stockholders and beneficial owners who wish to exercise appraisal rights are urged to consult with their own legal and financial advisors in connection with compliance under Section 262 of the DGCL. A Company stockholder who loses his, her, their or its appraisal rights will be entitled to receive the Merger Consideration.

How to Exercise and Perfect Your Appraisal Rights

If you are a Company stockholder or beneficial owner and wish to exercise the right to seek an appraisal of your shares of Company Common Stock, you must satisfy all of the following conditions:

•        you must deliver to the Company a written demand for appraisal before the vote on the Merger Agreement at the Special Meeting. This written demand for appraisal must be in addition to and separate from any proxy or vote abstaining from, voting against or otherwise failing to vote for the adoption of the Merger Agreement. Voting against or failing to vote for the adoption of the Merger Agreement by itself does not constitute a demand for appraisal within the meaning of Section 262 of the DGCL. The demand must reasonably inform us of the identity of the holder of record holding the shares for which appraisal is demanded, the intention of the person to demand appraisal of his, her or its shares and, in case of a demand made by a beneficial owner, must be accompanied by documentary evidence of such beneficial owner’s beneficial ownership of the shares and a statement that such documentary evidence is a true and correct copy of what it purports to be and must provide an address at which such beneficial owner consents to receive notices given by the surviving corporation under Section 262 of the DGCL and to be set forth on the verified list required by Section 262(f) of the DGCL. A stockholder’s and beneficial owner’s failure to make a written demand for appraisal before the vote with respect to the Merger is taken will constitute a waiver of appraisal rights;

•        you must not vote in favor of, or consent in writing to, the adoption of the Merger Agreement with respect to such shares. A vote in favor of the adoption of the Merger Agreement, whether by proxy submitted by mail, over the Internet or by telephone or at the Special Meeting, will constitute a waiver of your appraisal rights in respect of the shares so voted and will nullify any previously filed written demands for appraisal. A proxy which does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the Merger Agreement. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must effectively revoke that proxy pursuant to one of the means described in this proxy statement;

•        you must continuously hold (in the case of a stockholder demanding appraisal) or beneficially own (in the case of a beneficial owner demanding your appraisal) your shares of Company Common Stock from the date of making the demand through the Effective Time. You will lose your appraisal rights if you are a holder of record and transfer the shares, or if you are a beneficial owner and cease to beneficially own such shares, before the Effective Time;

•        any stockholder or beneficial owner who has complied with the requirements of Section 262 of the DGCL or the Company must file a petition in the Delaware Court of Chancery requesting a determination of the fair value of the shares within 120 days after the Effective Time. The Company is under no obligation to file any petition and has no present intention of doing so; and

•        you must otherwise comply with the applicable procedures and requirements set forth in Section 262 of the DGCL.

If you fail to comply with any of these conditions and the Merger is completed, you will be entitled to receive the Merger Consideration, but you will have no appraisal rights with respect to your shares of Company Common Stock.

In addition, because the Company Common Stock is listed on a national securities exchange and is expected to continue to be listed on such exchange immediately prior to the Closing, the Delaware Court of Chancery will dismiss appraisal proceedings as to all holders and beneficial owners of shares of Company Common Stock who are otherwise entitled to appraisal rights, unless (a) the total number of shares entitled to appraisal exceeds 1% of the outstanding shares of Company Common Stock eligible for appraisal or (b) the value of the consideration provided in the Merger for such total number of shares entitled to appraisal exceeds $1 million. We refer to conditions (a) and (b) as the “ownership thresholds.” At least one of the ownership thresholds must be met in order for the Company stockholders to be entitled to seek appraisal with respect to such shares of Company Common Stock.

Voting, via the Internet during the Special Meeting or by proxy, against, abstaining from voting on or failing to vote on the adoption of the Merger Agreement will not constitute a written demand for appraisal as required by Section 262 of the DGCL. The written demand for appraisal is in addition to and separate from any proxy or vote. However, you must not vote your shares via the Internet during the Special Meeting or by proxy in favor of the adoption of the Merger Agreement in order to exercise your appraisal rights with respect to such shares.

Who May Exercise Appraisal Rights

Only a holder of record or beneficial owner of shares of Company Common Stock may assert appraisal rights for the shares of Company Common Stock registered in that holder’s name. A demand for appraisal must be executed by or on behalf of the holder of record or beneficial owner of the shares. The demand should set forth, fully and correctly, the name of the stockholder holding the shares in record name as it appears on the stock certificates (or in the stock ledger).

A holder of record of shares of Company Common Stock is entitled to demand appraisal of the shares registered in that holder’s name. A demand for appraisal in respect of shares of Company Common Stock by a holder of record must reasonably inform the Company of the identity of the stockholder and that the stockholder intends thereby to demand an appraisal of such stockholder’s shares.

In addition, a beneficial owner may, in such person’s name, demand in writing appraisal of such beneficial owner’s Company Common Stock. A demand for appraisal in respect of such shares of Company Common Stock should be executed by or on behalf of the beneficial owner and must reasonably inform the Company of the identity of the beneficial owner and that the beneficial owner intends thereby to demand an appraisal of such owner’s shares. The demand made by such beneficial owner must also (a) reasonably identify the holder of record of the shares for which the demand is made, (b) provide documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (c) provide an address at which such beneficial owner consents to receive notices given by the Company and the office of Register in Chancery and to be set forth on the verified list required by Section 262(f) of the DGCL. If the shares with respect to which a demand is made are owned of record or beneficially owned in a fiduciary capacity, such as by a trustee, guardian, or custodian, such demand should be executed by or on behalf of the record owner or beneficial owner in such capacity.

A holder of record, such as a bank, broker or other nominee, who holds shares of Company Common Stock as a nominee or intermediary for others, may exercise his, her or its right of appraisal with respect to the shares of Company Common Stock held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares of Company Common Stock as to which appraisal is sought. Where no number of shares of Company Common Stock is expressly mentioned, the demand will be presumed to cover all shares of Company Common Stock held in the name of the holder of record or beneficially owned by the beneficial owner.

If you own shares of Company Common Stock jointly with one or more other persons, as in a joint tenancy or tenancy in common, demand for appraisal should be executed by or for you and all other joint owners. An authorized agent, including an agent for two or more joint owners, may execute the demand for appraisal for a holder of record; however, the agent must identify the holder or holders of record and expressly disclose the fact that, in exercising the demand, such person is acting as an agent.

Stockholders who hold their shares in brokerage or bank accounts or other nominee forms, and who wish to exercise appraisal rights, should consult with their brokers, banks and other nominees, as applicable, to determine the appropriate procedure for the broker, bank or other nominee holder to make a demand for appraisal of those

shares. A person having a beneficial interest in shares held of record in the name of another person, such as a broker, bank or other nominee, must act promptly to cause the holder of record to follow properly and in a timely manner the steps necessary to perfect appraisal rights.

If you elect to exercise appraisal rights under Section 262 of the DGCL, all written demands for appraisal pursuant to Section 262 should be mailed or delivered to:

Clear Channel Outdoor Holdings, Inc.

4830 North Loop 1604W, Suite 111

San Antonio, Texas 78249

Attention: Executive Vice President, Chief Legal and Administrative Officer and Corporate Secretary

Surviving Corporation’s Actions After Completion of the Merger

If the Merger is consummated, the surviving corporation will give written notice of the Effective Time within ten days after the Effective Time to the Company stockholders and beneficial owners who did not vote in favor of the adoption of the Merger Agreement and who made a written demand for appraisal in accordance with Section 262 of the DGCL and otherwise complied with Section 262 of the DGCL. At any time within 60 days after the Effective Time, any person entitled to appraisal who did not commence an appraisal proceeding or join in such a proceeding as a named party will have the right to withdraw the demand and to accept the Merger Consideration in accordance with the Merger Agreement for his, her or its shares of Company Common Stock. In addition, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder or beneficial owner without the approval of the Delaware Court of Chancery, which approval may be conditioned on the terms the Delaware Court of Chancery deems just (including without limitation, a reservation of jurisdiction for any application to the Delaware Court of Chancery made with respect to the allocation of the expenses of the proceeding); provided, however, that this provision will not affect the right of any Company stockholder or beneficial owner that has made an appraisal demand but who has not commenced an appraisal proceeding or joined such proceeding as a named party to withdraw such stockholder’s or beneficial owner’s demand for appraisal and to accept the terms and the Merger Consideration offered in the Merger within 60 days after the Effective Time. Within 120 days after the Effective Time, either a holder of record or a beneficial owner of Company Common Stock, provided such person has complied with the requirements of Section 262 of the DGCL and is otherwise entitled to appraisal rights, or the surviving corporation must commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the surviving corporation in the case of a petition filed by a stockholder or beneficial owner, demanding an appraisal of the value of the shares of Company Common Stock held by all persons who have properly demanded appraisal. The surviving corporation is under no obligation to file an appraisal petition and has no present intention of doing so. If you desire to have your shares appraised, you should initiate any petitions necessary for the perfection of your appraisal rights within the time periods and in the manner prescribed in Section 262 of the DGCL. If, within 120 days after the Effective Time, no petition has been filed as provided in Section 262 of the DGCL, all rights to appraisal will cease and any person who previously demanded appraisal will become entitled only to the Merger Consideration, in accordance with and pursuant to the terms of the Merger Agreement. Any failure to file such a petition within the period specified in Section 262 could nullify a previous written demand for appraisal.

Within 120 days after the Effective Time, any stockholder or beneficial owner who has complied with the provisions of Section 262 of the DGCL will be entitled to receive from the surviving corporation, upon written request, a statement setting forth the aggregate number of shares of Company Common Stock not voted in favor of the adoption of the Merger Agreement and with respect to which the Company has received demands for appraisal, and the aggregate number of holders or beneficial owners holding or owning those shares (for which purpose the holder of record of shares held by a beneficial owner who has made a demand for appraisal shall not be considered a separate stockholder holding such shares). The surviving corporation must give this statement to you within the later of (a) ten days after receipt by the surviving corporation of the request therefor or (b) ten days after expiration of the period for delivery of demands for appraisal.

If a petition for appraisal is duly filed by you or another holder of record or beneficial owner of Company Common Stock who has properly exercised his, her or its appraisal rights in accordance with the provisions of Section 262 of the DGCL, and a copy of the petition is delivered to the surviving corporation, the surviving corporation will then be obligated, within 20 days after receiving service of a copy of the petition, to file in the office

of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all holders and beneficial owners who have demanded an appraisal of their shares and with whom agreements as to the value of their shares have not been reached by the surviving corporation. Upon the filing of any such petition, the Delaware Court of Chancery may order that notice of the time and place fixed for the hearing on the petition be mailed, by registered or certified mail, to the surviving corporation and all persons shown on the verified list at the addresses stated therein. The costs of these notices are borne by the surviving corporation. After notice to persons who demanded appraisal of their shares of Company Common Stock as may be required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those persons who have complied with Section 262 and who have become entitled to appraisal thereunder. The Delaware Court of Chancery will then determine which stockholders and beneficial owners are entitled to appraisal rights and may require the persons demanding appraisal for their shares represented by certificates to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and the Delaware Court of Chancery may dismiss the proceedings as to any such person who fails to comply with this direction. The Delaware Court of Chancery will also dismiss proceedings as to all Company stockholders and beneficial owners if neither of the ownership thresholds described above is met. Where proceedings are not dismissed or the demand for appraisal is not successfully withdrawn, the appraisal proceeding will be conducted as to the shares of Company Common Stock for which the applicable stockholders and beneficial owners thereof are entitled to appraisal, in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. The Delaware Court of Chancery will thereafter determine the fair value of such shares of Company Common Stock at the Effective Time, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be fair value. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the Effective Time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment. However, the surviving corporation has the right, at any point prior to the Delaware Court of Chancery’s entry of judgment in the proceedings, to make a voluntary cash payment to each person entitled to appraisal. Notwithstanding the foregoing or anything herein to the contrary, if the surviving corporation makes a voluntary cash payment at any time before the entry of judgment in the appraisal proceeding pursuant to subsection (h) of Section 262 of the DGCL, interest will accrue thereafter only on the sum of (a) the difference, if any, between the amount paid by the surviving corporation in such voluntary cash payment and the fair value of the shares as determined by the Delaware Court of Chancery and (b) interest accrued on the amount of the voluntary cash payment before such payment was made, unless such interest was paid at the time the voluntary cash payment is made. Upon application by the surviving corporation or by any person entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to an appraisal. Any person whose name appears on the verified list may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights. When the value is determined, the Delaware Court of Chancery will direct the payment of such value, less any amounts already paid in a voluntary cash payment, with interest thereon, if any, to the persons entitled to receive the same. Payment shall be so made to each such person upon such terms and conditions as the Delaware Court of Chancery may order.

After the Delaware Court of Chancery determines the stockholder is entitled to appraisal, and that at least one of the ownership thresholds above has been satisfied, then the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceedings, the Delaware Court of Chancery will determine the “fair value” of the shares of Company Common Stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining the fair value, the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.”

The Delaware Supreme Court has stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other factors which were known, or which could be ascertained as of the date of the Merger which throw any light on future

prospects of the merged corporation. The Delaware Supreme Court has recently indicated that transaction price is one of the relevant factors the Delaware Court of Chancery may consider in determining fair value and that absent deficiencies in the sale process the transaction price may be given “considerable weight.” Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 of the DGCL to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

You should be aware that the fair value of your shares of Company Common Stock as determined under Section 262 of the DGCL could be more than, the same as, or less than the value that you are entitled to receive under the terms of the Merger Agreement and that an opinion of any investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to, and does not in any manner address, fair value under Section 262 of the DGCL.

Moreover, neither the Company nor Parent anticipates offering more than the Merger Consideration to any Company stockholder or beneficial owner exercising appraisal rights and reserves the right to make a voluntary cash payment pursuant to subsection (h) of Section 262 of the DGCL and to assert, in any appraisal proceeding, that, for purposes of Section 262, the “fair value” of a share of Company Common Stock is less than the Merger Consideration. No representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery.

If any stockholder who demands appraisal of his, her, or its shares of Company Common Stock under Section 262 fails to perfect, or loses or successfully withdraws, such holder’s right to appraisal, the stockholder’s shares of Company Common Stock will be deemed to have been converted at the Effective Time into the right to receive the Merger Consideration less applicable withholding taxes. If no party files a petition for appraisal within 120 days after the Effective Time or if neither of the ownership thresholds above has been satisfied in respect of such shares, then all of the Company stockholders and beneficial owners will lose the right to an appraisal and will instead receive the Merger Consideration described in the Merger Agreement, without interest thereon.

The Delaware Court of Chancery may determine the costs of the appraisal proceeding and may tax those costs to the parties as the Delaware Court of Chancery determines to be equitable under the circumstances. Upon application of any person whose name appears on the verified list filed by the surviving corporation who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court of Chancery may order all or a portion of such, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, to be charged pro rata against the value of all shares of Company Common Stock entitled to appraisal not dismissed pursuant to Section 262(k) of the DGCL or subject to such an award pursuant to a reservation of jurisdiction under Section 262(k) of the DGCL. In the absence of such an order, each party to the appraisal proceeding bears its own expenses of its attorneys and experts.

If you have duly demanded an appraisal in compliance with Section 262 of the DGCL you may not, on or after the Effective Time, vote the shares subject to the demand for any purpose or receive any dividends or other distributions on those shares, except dividends or other distributions payable to holders of record of Company Common Stock as of a record date prior to the Effective Time.

If you have not commenced an appraisal proceeding or joined such a proceeding as a named party you may withdraw a demand for appraisal and accept the Merger Consideration by delivering a written withdrawal of the demand for appraisal and an acceptance of the Merger Consideration to the surviving corporation within 60 days after the Effective Time. No appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder or beneficial owner without the approval of the Delaware Court of Chancery, which may be conditioned on the terms the Delaware Court of Chancery deems just (including without limitation, a reservation of jurisdiction for any application to the Delaware Court of Chancery made with respect to the allocation of the expenses of the proceeding); provided, however, that this provision will not affect the right of any Company stockholder or beneficial owner that has made an appraisal demand but who has not commenced an appraisal proceeding or joined such

proceeding as a named party to withdraw such stockholder’s or beneficial owner’s demand for appraisal and to accept the terms and the Merger Consideration offered in the Merger within 60 days after the Effective Time. If you fail to perfect, successfully withdraw your demand for appraisal, or lose the appraisal right, your shares of Company Common Stock will be converted into the right to receive the Merger Consideration, without interest thereon.

Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights will result in the loss of your appraisal rights. In that event, you will be entitled to receive the Merger Consideration for your shares of Company Common Stock in accordance with the Merger Agreement without interest. In view of the complexity of the provisions of Section 262 of the DGCL, if you are a Company stockholder or beneficial owner and are considering exercising your appraisal rights under the DGCL, you are urged to consult your own legal and financial advisor.

Holders and beneficial owners of Company Common Stock considering seeking to exercise their appraisal rights should be aware that the fair value of their shares of Company Common Stock as determined under Section 262 could be more than, the same as or less than the Merger Consideration if they did not seek appraisal of their shares of Company Common Stock. Failure to comply strictly with all of the procedures set forth in Section 262 will result in a loss of statutory appraisal rights. The process of demanding and exercising appraisal rights requires compliance with the prerequisites of Section 262 of the DGCL. Consequently, and in view of the complexity of the provisions of Section 262, if you wish to exercise your appraisal rights, you are urged to consult with your own legal and financial advisors in connection with compliance under Section 262 of the DGCL. To the extent there are any inconsistencies between the foregoing summary and Section 262 of the DGCL, the DGCL will govern.

HOUSEHOLDING

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. The Company and some brokers household proxy materials, delivering a single proxy statement to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, please notify your broker if your shares are held in a brokerage account or us if your shares are registered in your name. You can notify us by sending a written request to Clear Channel Outdoor Holdings, Inc., Investor Relations, 4830 North Loop 1604W, Suite 111, San Antonio, Texas 78249 or by calling (210) 832-3700. Upon written or oral request, we will promptly deliver a separate copy of this proxy statement to a beneficial owner at a shared address to which a single copy of the proxy statement was delivered.

FUTURE STOCKHOLDER PROPOSALS

If the Merger is consummated, we will not have public stockholders and there will be no public participation in any future stockholder meetings. However, if the Merger is not consummated, you will continue to be entitled to attend and participate in stockholder meetings, including our annual meetings of stockholders, and we will provide notice of or otherwise publicly disclose the date on which our 2026 annual meeting of stockholders will be held (to the extent so held).

If the Merger is consummated in 2026, the Company does not expect to hold a 2026 annual meeting of the Company stockholders. However, if the Merger is not consummated in 2026, the Company expects to hold a 2026 annual meeting of stockholders.

As described in our proxy statement for the Company’s 2025 annual meeting of stockholders filed on April 10, 2025 and held on May 29, 2025, stockholders interested in submitting a proposal for inclusion in our proxy materials for an annual meeting of stockholders may do so by following the procedures prescribed in SEC Rule 14a-8. In general, to be eligible for inclusion, stockholder proposals were required to be received by the Corporate Secretary of the Company by December 17, 2025 and must otherwise comply with the SEC’s rules; however, if the date of any 2026 annual meeting of stockholders (if held) changes by more than 30 days from the date of our 2025 annual meeting of stockholders (as is expected), then the deadline will be communicated a reasonable time before the Company begins to print and mail its proxy materials. Proposals should be sent to: Corporate Secretary, Clear Channel Outdoor Holdings, Inc., 4830 North Loop 1604W, Suite 111, San Antonio, Texas 78249.

If you intend to present a proposal at an annual meeting of stockholders (other than pursuant to Rule 14a-8), or if you want to nominate one or more directors at an annual meeting of stockholders, you must comply with the advance notice provisions of the Company’s Bylaws, which require, among other things, that you give timely notice in writing to the Corporate Secretary at the address set forth above. Our Corporate Secretary must receive the notice no earlier than the close of business on the 120th day prior to the first anniversary of the 2025 annual meeting of stockholders and no later than the close of business on the 90th day prior to the first anniversary of the 2025 annual meeting of stockholders; however, if the date of our 2026 annual meeting of stockholders (if held) is more than 30 days after the first anniversary of the date of our 2025 annual meeting of stockholders (as is expected), then our Corporate Secretary must receive the notice no earlier than the close of business on the 120th calendar day prior to the date of any such 2026 annual meeting of stockholders and not later than the close of business on the later of (a) the 90th calendar day prior to the date of any such 2026 annual meeting of stockholders and (b) the 10th calendar day following the day on which public announcement of the date of any such 2026 annual meeting of stockholders is first made by the Company. You may contact the Company’s Corporate Secretary at the address set forth above for a copy of the relevant Bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

In addition to satisfying the requirements of the Bylaws, to comply with the requirements set forth in Rule 14a-19 of the Exchange Act (the universal proxy rules), stockholders who intend to solicit proxies in support of director nominees other than the Company Board’s nominees must also provide written notice to the Corporate Secretary that sets forth all the information required by Rule 14a-19(b) of the Exchange Act. Such notice must be postmarked or transmitted electronically to the Company at the Company’s principal executive offices no later than 60 calendar days prior to the anniversary of the previous year’s annual meeting; however, if the date of any 2026 annual meeting of stockholders changes by more than 30 days from the date of 2026 annual meeting of stockholders (as is expected), then such notice must be provided by the later of 60 calendar days prior to the date of any such 2026 annual meeting of stockholders or the 10th calendar day following the day on which public announcement of the date of any such 2026 annual meeting of stockholders is first made by the Company.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public on the SEC’s website at www.sec.gov. Copies of certain information filed by us with the SEC are also available on our investor relations website at investor.clearchannel.com. Our website is not part of this proxy statement and is not incorporated by reference into this proxy statement.

The SEC allows us to “incorporate by reference” information into this proxy statement, which means that we can disclose important information to you by referring to other documents filed separately with the SEC. The information incorporated by reference is deemed to be part of this proxy statement, except for any information superseded by information in this proxy statement or incorporated by reference subsequent to the date of this proxy statement. This proxy statement incorporates by reference the documents set forth below that we have previously filed with the SEC. These documents contain important information about us and our financial condition and are incorporated by reference into this proxy statement.

The following Company filings with the SEC are incorporated by reference (in each case excluding any information furnished and not filed):

•        the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 26, 2026, as amended by Amendment No. 1 to such Annual Report on Form 10-K/A for the fiscal year ended December 31, 2025, filed with the SEC on March 27, 2026; and

•        the Company’s Current Reports on Form 8-K, filed with the SEC on February 9, 2026 and March 27, 2026.

Notwithstanding the foregoing, information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K, including the related exhibits, is not incorporated by reference into this proxy statement, unless expressly stated otherwise therein. In addition, we incorporate by reference any future filings made by the Company with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this proxy statement and before the date of the Special Meeting (excluding any current reports on Form 8-K to the extent disclosure is furnished and not filed).

We will provide, without charge, to each person to whom a proxy statement is delivered, upon written or oral request of such person and by first class mail or other equally prompt means within one business day of receipt of such request, a copy of any and all of the information that has been incorporated by reference in the proxy statement (not including exhibits to the information that is incorporated by reference unless such exhibits are specifically incorporated by reference into the information that the proxy statement incorporates).

You may request copies of these filings at no cost to you by writing or telephoning the Company as follows:

4830 North Loop 1604W, Suite 111

San Antonio, Texas 78249

Attn: Investor Relations Department

Telephone No. (210) 832-3700

Statements contained in this proxy statement regarding the contents of any contract or other document, are not necessarily complete and each such statement is qualified in its entirety by reference to that contract or other document filed as an exhibit with the SEC.

The information contained in this proxy statement speaks only as of the date indicated on the cover of this proxy statement unless the information specifically indicates that another date applies. You should not assume that the information contained in this proxy statement is accurate as of any date other than those dates, and the mailing of this proxy statement to stockholders does not create any implication to the contrary.

This proxy statement does not constitute the solicitation of a proxy in any jurisdiction to or from any person to whom or from whom it is unlawful to make such proxy solicitation in that jurisdiction. We have not authorized anyone to give you any information or to make any representation about the proposed Merger or the Company that is different from or adds to the information contained in this proxy statement or in the documents we have publicly filed with the SEC. Therefore, if anyone does give you any different or additional information, you should not rely on it.

Annex A

AGREEMENT AND PLAN OF MERGER

by and among

MADISON PARENT INC.,

MADISON MERGER SUB INC.

and

CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

Dated as of February 9, 2026

TABLE OF CONTENTS

EXHIBITS AND SCHEDULES

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 9, 2026, by and among Madison Parent Inc., a Delaware corporation (“Parent”), Madison Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Clear Channel Outdoor Holdings, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to herein as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in this Agreement.

RECITALS

A. The Company Board has, at a meeting duly called and held prior to the date of this Agreement, unanimously (i) determined that it is in the best interests of the Company and the Company Stockholders, and declared it advisable, to enter into this Agreement providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company being the surviving corporation in the Merger, in accordance with the General Corporation Law of the State of Delaware (the “DGCL”) upon the terms and subject to the conditions set forth herein; (ii) approved the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and other obligations hereunder, and the consummation of the Merger upon the terms and subject to the conditions set forth herein; (iii) approved and declared advisable the Support Agreements and the transactions contemplated thereby; (iv) resolved to recommend that the Company Stockholders adopt this Agreement in accordance with the DGCL; and (v) directed that the adoption of this Agreement be submitted to the Company Stockholders at a meeting thereof.

B. Each of the board of directors of Parent and the board of directors of Merger Sub has (i) declared it advisable to enter into this Agreement; and (ii) approved the execution and delivery of this Agreement, the performance of their respective covenants and other obligations hereunder, and the consummation of the Merger upon the terms and subject to the conditions set forth herein.

C. Concurrently with the execution of this Agreement and as a condition and inducement to the Company’s willingness to enter into this Agreement, Parent and Merger Sub have delivered to the Company (i) duly and validly executed equity commitment letters (collectively, the “Equity Commitment Letters”) from MC Private Equity IV-A, LP, MC Private Equity IV-B, LP, MC Private Equity IV-C, LP, MC Co-Investment Fund I Cayman Aggregator, LP, MC Alternative Solutions, LP and Mubadala Capital LLC (collectively, “Investors”), pursuant to which Investors have agreed, on the terms and subject to the conditions therein, to directly or indirectly invest in Parent the amounts set forth therein for the purpose of funding a portion of the transactions contemplated hereby and thereby (the “Equity Financing”) and (ii) a duly and validly executed guarantee (the “Guarantee”) from MC Private Equity IV-A, LP, MC Private Equity IV-B, LP and MC Private Equity IV-C, LP (collectively, “Guarantors”), in favor of the Company and pursuant to which, on the terms and subject to the conditions contained therein, Guarantors are guaranteeing certain obligations of Parent and Merger Sub contained in this Agreement.

D. As a condition and inducement to Parent and Merger Sub to enter into this Agreement, the Company and the Support Parties, in their capacity as stockholders of the Company, have simultaneously herewith entered into Support Agreements with Parent, substantially in the form attached hereto as Exhibit A (the “Support Agreements”).

E. Parent, Merger Sub and the Company desire to (i) make certain representations, warranties, covenants and agreements in connection with this Agreement and the Merger; and (ii) prescribe certain conditions with respect to the consummation of the Merger.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements set forth herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, and intending to be legally bound hereby, Parent, Merger Sub and the Company agree as follows:

ARTICLE I
DEFINITIONS & INTERPRETATIONS

1.1 Certain Definitions. For all purposes of and pursuant to this Agreement, the following capitalized terms have the following respective meanings:

(a) “2028 Senior Notes” means the approximately $899.311 million in aggregate principal amount outstanding of 7.750% Senior Notes due 2028 issued by the Company pursuant to the 2028 Senior Notes Indenture.

(b) “2028 Senior Notes Indenture” means that certain indenture, dated as of February 17, 2021, as amended, supplemented or otherwise modified from time to time, by and among the Company, as the issuer, the guarantors party thereto from time to time and U.S. Bank Trust Company, National Association (as successor-in-interest to U.S. Bank National Association), as trustee, relating to the 2028 Senior Notes.

(c) “2029 Senior Notes” means the $905.95 million in aggregate principal amount outstanding of 7.500% Senior Notes due 2029 issued by the Company pursuant to the 2029 Senior Notes Indenture.

(d) “2029 Senior Notes Indenture” means that certain indenture, dated as of June 1, 2021, as amended, supplemented or otherwise modified from time to time, by and among the Company, as the issuer, the guarantors party thereto from time to time and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, relating to the 2029 Senior Notes.

(e) “2030 Senior Secured Notes” means the $865.0 million in aggregate principal amount outstanding of 7.875% Senior Notes due 2030 issued by the Company pursuant to the 2030 Senior Secured Notes Indenture.

(f) “2030 Senior Secured Notes Indenture” means that certain indenture, dated as of March 18, 2024, as amended, supplemented or otherwise modified from time to time, by and among the Company, as the issuer, the guarantors party thereto from time to time and U.S. Bank Trust Company, National Association, as trustee, relating to the 2030 Senior Secured Notes.

(g) “2031 Senior Secured Notes” means the $1,150.0 million in aggregate principal amount outstanding of 7.125% Senior Notes due 2031 issued by the Company pursuant to the 2031 Senior Secured Notes Indenture.

(h) “2031 Senior Secured Notes Indenture” means that certain indenture, dated as of August 4, 2025, as amended, supplemented or otherwise modified from time to time, by and among the Company, as the issuer, the guarantors party thereto from time to time and U.S. Bank Trust Company, National Association, as trustee and collateral agent, relating to the 2031 Senior Secured Notes.

(i) “2033 Senior Secured Notes” means the $900.0 million in aggregate principal amount outstanding of 7.500% Senior Notes due 2033 issued by the Company pursuant to the 2033 Senior Secured Notes Indenture.

(j) “2033 Senior Secured Notes Indenture” means that certain indenture, dated as of August 4, 2025, as amended, supplemented or otherwise modified from time to time, by and among the Company, as the issuer, the guarantors party thereto from time to time and U.S. Bank Trust Company, National Association, as trustee and collateral agent, relating to the 2033 Senior Secured Notes.

(k) “Acceptable Confidentiality Agreement” means any confidentiality agreement containing substantive terms that are not less favorable, in any material respect, to the Company than those contained in the Confidentiality Agreement, except that such confidentiality agreement need not contain any “standstill” or similar provision or otherwise prohibit the making of, or amendment to, any Acquisition Proposal.

(l) “Acquisition Proposal” means any offer or proposal (other than an offer or proposal by Parent or Merger Sub or their Affiliates) to engage in an Acquisition Transaction.

(m) “Acquisition Transaction” means any single transaction or series of related transactions (other than the Merger) involving:

(i) any direct or indirect purchase or other acquisition by any Person or Group of shares of Company Common Stock (or any equity securities convertible into, or exchangeable or redeemable for, Company Common Stock) representing more than 20% of the Company Common Stock outstanding after giving effect to the consummation of such purchase or other acquisition, including pursuant to a tender offer or exchange offer by any Person or Group that, if consummated in accordance with its terms, would result in such Person or Group beneficially owning shares of Company Common Stock (or any equity securities convertible into, or exchangeable or redeemable for, Company Common Stock) representing more than 20% of the Company Common Stock outstanding after giving effect to the consummation of such tender or exchange offer;

(ii) any direct or indirect purchase or other acquisition by any Person or Group of more than 20% of the consolidated assets, net revenue or net income of the Company and its Subsidiaries taken as a whole (measured by the fair market value thereof as determined in good faith by the Company Board), including the capital stock or other equity or voting interest in any of the Company’s Subsidiaries; or

(iii) any merger, consolidation, business combination, share exchange, recapitalization, reorganization, liquidation, dissolution or other transaction involving the Company or any of its Subsidiaries pursuant to which any Person or Group, or stockholders of any such Person or Group, would hold, directly or indirectly, more than 20% of the equity interests or voting power of the Company or the surviving or resulting entity of such transaction after giving effect to the consummation of such transaction.

(n) “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person. For purposes of this definition, the term “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of that Person, whether through the ownership of voting securities or partnership or other ownership interests, by contract or otherwise. For the avoidance of doubt, (i) none of the Support Parties or any investment funds or investment vehicles affiliated with or under common management with the Support Parties, or any portfolio company (as such term is commonly understood in the private equity industry) or investment of the Support Parties shall be an “Affiliate” of the Company or any of its Subsidiaries and (ii) neither Parent, Merger Sub nor Investors nor Guarantors shall be an “Affiliate” of (A) the Company or any of its Subsidiaries, (B) any of the Support Parties or (C) any “portfolio company” (as such term is commonly understood in the private equity industry) of Investors or Guarantors, or of any of Investors’ or Guarantors’ Affiliates.

(o) “Antitrust Law” means the Sherman Antitrust Act of 1890, the Clayton Antitrust Act of 1914, the HSR Act, the Federal Trade Commission Act of 1914, and all other Laws, in any jurisdiction, whether domestic or foreign, in each case that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or the creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the Merger.

(p) “Audited Company Balance Sheet” means the consolidated balance sheet (and the notes thereto) of the Company and its consolidated Subsidiaries as of December 31, 2024 set forth in the Company’s Form 10-K filed by the Company with the SEC on February 24, 2025.

(q) “Business Day” means any day other than Saturday or Sunday or a day on which commercial banks are authorized or required by Law to remain closed in New York, New York, USA, London, England or Abu Dhabi, United Arab Emirates.

(r) “CFIUS” means the interagency Committee on Foreign Investments in the United States, or any member agency thereof acting in its capacity as such.

(s) “CFIUS Approval” means (i) the parties shall have received written notice from CFIUS stating that (A) CFIUS has concluded that the Transactions are not “covered transactions” and not subject to review under the DPA or (B) CFIUS has concluded a review, or investigation of the notification voluntarily provided pursuant to the DPA with respect to the Transactions and has concluded that there are no unresolved national security concerns, and has therefore completed all action under the DPA or (ii) if CFIUS has sent a report to the President of the United States (the “President”) requesting the President’s decision, then (A) the President has announced a decision not to take any action to suspend or prohibit the Transactions or (B) having received a report from CFIUS requesting the President’s decision, the President has not taken any action to suspend or prohibit the Transactions after fifteen (15) days from the earlier of the date the President received such report from CFIUS or the end of the investigation period.

(t) “Code” means the Internal Revenue Code of 1986.

(u) “Company Board” means the Board of Directors of the Company.

(v) “Company Common Stock” means the common stock, par value $0.01 per share, of the Company.

(w) “Company Credit Agreements” means (i) the ABL Credit Agreement, dated as of August 23, 2019, among, inter alios, Clear Channel Outdoor Holdings, Inc., a Delaware corporation, as the parent borrower, the other borrowers from time-to-time party thereto, the lenders from time-to-time party thereto and Deutsche Bank AG New York Branch, as administrative agent and as collateral agent and (ii) the Credit Agreement, dated as of August 23, 2019, by and among Clear Channel Outdoor Holdings, Inc., a Delaware corporation, as the borrower, the lenders from time-to-time party thereto and Deutsche Bank AG New York Branch, as administrative agent and as collateral agent.

(x) “Company Equity Awards” means, collectively, the Company Options, Company PSUs and Company RSUs.

(y) “Company Indebtedness” means all debt outstanding under the Company Credit Agreements.

(z) “Company Intellectual Property” means any and all Intellectual Property that is owned or purported to be owned (in each case, whether owned singularly or jointly with a third party or parties) by the Company or any of its Subsidiaries.

(aa) “Company Material Adverse Effect” means any condition, change, event, effect, occurrence or development that, individually or in the aggregate, has or would reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole; provided, that none of the following, and no conditions, changes, events, effects or developments to the extent arising out of, relating to or resulting from the following (in each case, by itself or when aggregated) will be deemed to be or constitute a Company Material Adverse Effect or will be taken into account when determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur (subject to the limitations set forth below):

(i) any general economic conditions, or conditions in the global, international or regional economy generally, including changes in inflation, supply chain disruptions, and labor shortages;

(ii) any general conditions in the equity, credit, debt, financial, currency or capital markets, including (A) changes in interest rates or credit ratings; (B) changes in exchange rates for the currencies of any country; or (C) any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) generally on any securities exchange or over-the-counter market;

(iii) any general conditions in the industries in which the Company and its Subsidiaries conduct business or in any jurisdiction or geographical area in which the Company or any of its Subsidiaries conducts business, or changes therein;

(iv) any political or geopolitical conditions, outbreak of hostilities, armed conflicts, acts of war (whether or not declared), rebellion, insurrection, sabotage, cyberattack, cyberterrorism, terrorism or military actions, including any escalation or worsening of, or any Law or sanction, mandate, directive, pronouncement or guideline issued by a Governmental Authority in response to, any of the foregoing;

(v) earthquakes, volcanic activity, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires, nuclear incidents, foreign or domestic social protest or social unrest or other natural or man-made disasters, weather conditions, power outages or electrical black-outs, and other force majeure events, including any escalation or worsening of, or any Law or sanction, mandate, directive, pronouncement or guideline issued by a Governmental Authority in response to, any of the foregoing or any actual or potential sequester, stoppage, shutdown, default or similar event or occurrence of any Governmental Authority, including any shutdown or furlough of the U.S. federal government or its employees;

(vi) the execution, delivery or performance of this Agreement or any agreement contemplated hereby, or the announcement of this Agreement or the pendency or consummation of the Merger, including the impact thereof on the relationships, contractual or otherwise, of the Company and its Subsidiaries with customers, suppliers, vendors, lenders, lessors, joint venture partners, employees (including any employee attrition), regulators, Governmental Authorities or other commercial relationships, or the identity of Investors, Guarantors, Parent, Merger Sub or the respective Affiliates of the foregoing with respect to the Company or its business (provided that the exception in this clause (vi) with respect to the execution, delivery or performance of this Agreement or any agreement contemplated hereby, or the announcement of this Agreement or the pendency or consummation of the Merger shall not apply with respect to (A) the representations and warranties contained in Section 3.5, Section 3.6, Section 3.16(j), Section 3.17(d) (solely to the extent it addresses whether the execution, delivery or performance of this Agreement, or the consummation of the Transactions, will result in any material violation of Applicable Data Protection Requirements), Section 3.19(f), Section 3.19(j), Section 3.21(b) (i v) (solely to the extent it addresses whether a Governmental Authorization will be terminated, suspended or revoked as a result of the Transactions), or Section 3.22(c) (solely to the extent such representations cover Legal Proceedings or Orders in effect on the date hereof that arise out of this Agreement or the Transactions) or (B) the condition to Closing in Section 7.2(a) solely to the extent it relates to such representations and warranties);

(vii) any action taken or refrained from being taken, in each case that is taken or not taken at the express written request or with the prior written consent of Parent, or as expressly required pursuant to the terms of this Agreement (other than Section 5.1), in each case following the date of this Agreement;

(viii) any changes or proposed changes in GAAP or other accounting standards, or in any applicable Laws (or the enforcement or interpretation by any Governmental Authority of any of the foregoing) or in any regulatory or legislative conditions, including the adoption, implementation, repeal, modification or proposal of any Law, regulation or policy (or the enforcement or interpretation by any Governmental Authority thereof) by any Governmental Authority;

(ix) any epidemics, pandemics, plagues, other outbreaks of illness or public health events (including quarantine restrictions mandated or recommended by any Governmental Authority in response to any of the foregoing and any other Health and Safety Measures), including any escalation or worsening of any of the foregoing;

(x) any anti-dumping actions, international tariffs, sanctions, trade policies or disputes or any “trade war” or similar actions;

(xi) any changes in the price or trading volume of the Company Common Stock or to the Company’s credit ratings (it being understood that the underlying cause of such change may, in and of itself, be taken into consideration when determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur to the extent not otherwise excluded hereunder);

(xii) any failure by the Company and its Subsidiaries to meet (A) any internal or public estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period; or (B) any budgets, plans, projections or forecasts of its revenues, earnings or other financial performance or results of operations (it being understood, in each case, that the underlying cause of any such failure may, in and of itself, be taken into consideration when determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur to the extent not otherwise excluded hereunder); or

(xiii) any Transaction Litigation or any demand or Legal Proceeding for appraisal of the fair value of any shares of Company Common Stock pursuant to the DGCL in connection herewith;

provided, that, in each case of clauses (i), (ii), (iii), (iv), (v), (viii), (ix) and (x), solely to the extent that such changes, events, effects or developments have had a disproportionate adverse effect on the Company and its Subsidiaries, taken as a whole, relative to other companies operating in the industries in which the Company and its Subsidiaries conduct business, such effect may be taken into account when determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur; provided, that only the incremental disproportionate adverse impact may be taken into account in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur.

(bb) “Company Options” means any options to purchase shares of Company Common Stock, whether granted pursuant to the Company Stock Plan or otherwise.

(cc) “Company Preferred Stock” means the preferred stock, par value $0.01 per share, of the Company.

(dd) “Company PSUs” means awards of restricted stock units of the Company granted pursuant to the Company Stock Plan or otherwise that vest based on the achievement of performance targets (subject to acceleration on certain corporate transactions or terminations of employment as may be provided in the terms of the Company Stock Plan or award documentation).

(ee) “Company Registered Intellectual Property” means any and all Registered Intellectual Property that constitutes Company Intellectual Property.

(ff) “Company RSUs” means awards of restricted stock units of the Company, whether granted pursuant to the Company Stock Plan or otherwise that vest based on the continued employment or service of the holder (subject to acceleration on certain corporate transactions or terminations of employment as may be provided in the terms of the Company Stock Plan or award documentation).

(gg) “Company Stock Plan” means the Clear Channel Outdoor Holdings, Inc. 2012 Third Amended and Restated Stock Incentive Plan, as may be amended, modified, restated or supplemented from time to time.

(hh) “Company Stock Price PSUs” means Company PSUs that vest based on the achievement of targets for the average closing price of the Company Common Stock (subject to acceleration on certain corporate transactions or terminations of employment as may be provided in the terms of the Company Stock Plan or award documentation).

(ii) “Company Stockholders” means the holders of shares of Company Common Stock.

(jj) “Company Termination Fee” means (i) if payable in connection with a valid termination of this Agreement by the Company pursuant to Section 8.1(h) in order for the Company to enter into a definitive agreement prior to the No-Shop Period Start Date, an amount equal to $19,900,000.00 and (ii) if payable in any other circumstance, an amount equal to $39,800,000.00.

(kk) “Confidentiality Agreement” means the confidentiality agreement between MIC Capital Management UK LLP and the Company dated as of September 23, 2025.

(ll) “Continuing Employees” means each individual who is an employee of the Company or any of its Subsidiaries immediately prior to the Effective Time (including those on vacation, sick leave, maternity leave, military service, disability or other paid time off or leave of absence) and continues to be an employee of Parent or one of its Subsidiaries (including the Surviving Corporation) immediately following the Effective Time.

(mm) “Contract” means any binding agreement, contract, subcontract, purchase order, note, bond, mortgage, indenture, lease, license or sublicense, written or oral.

(nn) “COVID-19” means the coronavirus (COVID-19) pandemic, including any evolutions, mutations or variants of the coronavirus (COVID-19) disease, and any further epidemics or pandemics arising therefrom.

(oo) “DOJ” means the United States Department of Justice or any successor thereto.

(pp) “DPA” means Section 721 of the Defense Production Act of 1950, as amended, and 31 C.F.R. Part 800.

(qq) “Employee Plan” means each “employee benefit plan” (as defined in Section 3(3) of ERISA), welfare plan (as defined in Section 3(1) of ERISA), pension plan (as defined in Section 3(2) of ERISA) and each other bonus, commission, stock option, stock appreciation right, restricted stock, restricted stock unit, performance stock unit, stock purchase or other equity-based, incentive compensation, profit sharing, savings, retirement, disability, vacation, deferred compensation, employment, severance, separation, termination, retention, change of control, stay bonus, and other similar material plan, program, policy, agreement or arrangement that is maintained or contributed to by the Company or any of its Subsidiaries for the benefit of any current employee of the Company or any of its Subsidiaries, other than any such plan, program, policy, agreement, scheme or arrangement: that the Company or any of its Subsidiaries is required by Law to maintain or contribute to, or that is maintained or sponsored by a Governmental Authority, or any Multiemployer Plan.

(rr) “Environmental Law” means any applicable Law relating to pollution or the protection of the environment or natural resources, or human health (as it relates to exposure to Hazardous Substances).

(ss) “ERISA” means the Employee Retirement Income Security Act of 1974.

(tt) “Ex-Im Laws” means applicable Laws relating to export, re-export, transfer and import controls, including, as applicable, the Export Administration Regulations administered by the U.S. Department of Commerce, the International Traffic in Arms Regulations administered by the U.S. Department of State.

(uu) “Exchange Act” means the Securities Exchange Act of 1934.

(vv) “Existing Notes” means, collectively, the 2028 Senior Notes, the 2029 Senior Notes, the 2030 Senior Secured Notes, the 2031 Senior Secured Notes, and the 2033 Senior Secured Notes.

(ww) “Existing Secured Notes” means, collectively, the 2030 Senior Secured Notes, the 2031 Senior Secured Notes, and the 2033 Senior Secured Notes.

(xx) “Existing Secured Notes Indentures” means, collectively, the 2030 Senior Secured Notes Indenture, the 2031 Senior Secured Notes Indenture, and the 2033 Senior Secured Notes Indenture.

(yy) “Financing Sources” means the Lenders, together with their Affiliates and Representatives involved in the Debt Financing or Alternate Debt Financing and their respective successors and permitted assigns.

(zz) “Foreign Investment Law” means any Law, including the DPA, that provides for the review, clearance or notification of transactions on grounds of national security or other national or public interest, including any state, national or multi-jurisdictional Law that is designed or intended to prohibit, restrict or regulate actions by foreigners to acquire interests in or control over domestic equities, securities, entities, assets, land or interests.

(aaa) “FTC” means the United States Federal Trade Commission or any successor thereto.

(bbb) “GAAP” means generally accepted accounting principles in the United States, consistently applied and as in effect from time to time.

(ccc) “Governmental Authority” means any government, governmental, administrative, self-regulatory or regulatory entity or body, department, commission, board, agency or instrumentality, or other legislative, executive or judicial governmental entity, and any court, tribunal, judicial or arbitral body, in each case whether federal, national, state, county, municipal, provincial, local, foreign or multinational.

(ddd) “Governmental Authorization” means any authorizations, approvals, licenses, franchises, clearances, permits, certificates, waivers, consents, exemptions, variances, expirations and terminations of any waiting period requirements issued by or obtained from, and any notices, filings, registrations, qualifications, declarations and designations with, a Governmental Authority.

(eee) “Group” has the meaning as used in Section 13(d) of the Exchange Act.

(fff) “Hazardous Substance” means any material, substance or waste defined as “hazardous” or “toxic” or similar regulatory terms under Environmental Laws, and petroleum, any petroleum product or byproduct, and any per- or polyfluoroalkyl substance.

(ggg) “Health and Safety Measures” means any quarantine, “shelter in place”, “stay at home”, workforce reduction, social distancing, shut down, closure, sequester, safety or similar Law, directive, protocol or guideline promulgated by any Governmental Authority, including the Centers for Disease Control and Prevention or the World Health Organization, in each case, in connection with or in response to any pandemic, epidemic, plague or other outbreak of illness or other public health event, in each case, together with any administrative or other guidance published with respect thereto by any Governmental Authority.

(hhh) “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

(iii) “Indebtedness” means, with respect to any Person, without duplication, (i) all obligations of such Person for borrowed money (including any principal, premium, accrued and unpaid interest, related expenses, prepayment penalties, and commitment fees in connection with such borrowed money), or with respect to deposits or advances of any kind to such Person; (ii) all obligations of such Person evidenced by bonds (other than performance or similar bonds), debentures, notes or similar instruments; (iii) all capitalized lease obligations of such Person or obligations of such Person to pay the deferred and unpaid purchase price of property, equipment and software (other than ordinary course trade payables); (iv) all obligations of such Person pursuant to securitization or factoring programs or arrangements; (v) all guarantees and arrangements having the economic effect of a guarantee of such Person of any Indebtedness of any other Person of a type described in clauses (i) through (iv); (vi) net cash payment obligations of such Person under swaps, options, derivatives and other hedging agreements or arrangements that will be payable upon termination thereof (assuming they were terminated on the date of determination); or (vii) reimbursement obligations with respect to letters of credit, performance bonds, bank guarantees, and other similar contractual obligations, in each case to the extent drawn, entered into by or on behalf of such Person.

(jjj) “Intellectual Property” means any and all intellectual property, industrial property, and proprietary rights, regardless of form, including United States and foreign common Law and statutory rights in, arising out of, or associated with any of the following in any jurisdiction whether registered or unregistered: (i) all United States and foreign patents and patent applications (including all reissues, renewals, divisionals, continuations, continuations-in-part, reexaminations, supplemental examinations, inter partes reviews, post-grant oppositions, substitutions and extensions (including supplemental protection certificates) thereof and any disclosures relating thereto), inventions and discoveries, including articles of manufacture, business methods, compositions of matter, improvements, machines, methods and processes and new uses for any of the preceding items, including industrial deigns, and improvements thereto (whether or not patentable); (ii) all published and unpublished works of authorship, whether or not copyrightable, including audiovisual works, collective works, Software, compilations, derivative works, website content, websites, literary works, mask works, copyrights, copyright registrations and applications therefor and moral rights; (iii) trademarks, trade names, symbols, designs, slogans, logos, service marks, trade dress rights and similar designation or indica of source or origin, including any registrations and applications for registration thereof, together with all of the goodwill associated with any of the foregoing; (iv) trade secrets, confidential information and proprietary information, including know-how, concepts, methods, processes, designs, schematics, drawings, formulae, technical data, specifications, research and development information, technology, business plans; (v) Internet domain names, URLs, user names and social media identifiers, handles and tags, including any registrations and applications for registrations thereof; and (vi) all other intellectual property or proprietary rights now known or hereafter recognized in any jurisdiction.

(kkk) “Indentures” means the 2028 Senior Notes Indenture, the 2029 Senior Notes Indenture, the 2030 Senior Secured Notes Indenture, the 2031 Senior Secured Notes Indenture and the 2033 Senior Secured Notes Indenture.

(lll) “Intervening Event” means any material condition, change, event, effect, occurrence or development occurring that (i) was not known or reasonably foreseeable to the Company Board on the date of this Agreement (or, if known by the Company Board, the magnitude or material consequences of which were not known or reasonably foreseeable by the Company Board as of the date of this Agreement) and (ii) does not relate to (A) any Acquisition Proposal, (B) any changes in the price or trading volume of the Company Common Stock or to the Company’s credit ratings (it being understood that the underlying cause of such change may, in and of itself, be taken into consideration to the extent not otherwise excluded hereunder) or (C) any failure by the Company and its Subsidiaries to meet (1) any internal or public estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period or (2) any budgets, plans, projections or forecasts of its revenues, earnings or other financial performance or results of operations (it being understood that, in each case, the underlying cause of any such failure may, in and of itself, be taken into consideration to the extent not otherwise excluded hereunder).

(mmm) “Knowledge” of the Company, with respect to any matter in question, means the actual knowledge of the Company’s Chief Executive Officer, Chief Financial Officer and Chief Legal and Administrative Officer, in each case after reasonable inquiry of their direct reports.

(nnn) “Law” means any federal, national, state, county, municipal, provincial, local, foreign or multinational, common law, statute, constitution, ordinance, code, decree, order, judgment, rule, requirement or regulation, in each case, issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority.

(ooo) “Lease” means any leases, subleases, easements, licenses, service agreements, transit agreements, sales management agreements, Contracts with Governmental Authorities or other similar agreements pursuant to which the Company or any Subsidiary holds any right to use or occupy real property.

(ppp) “Leased Real Property” means any right of the Company or any of its Subsidiaries to use or occupy any land, buildings, structures, improvements, fixtures or other interest in real property that is not owned in fee simple by the Company or any of its Subsidiaries, in each case pursuant to a Lease.

(qqq) “Legal Proceeding” means any claim, action, charge, lawsuit, litigation, arbitration or similar legal proceeding brought by or pending before any Governmental Authority.

(rrr) “Lenders” means Persons that have committed to provide the Debt Financing pursuant to the Debt Commitment Letter and any joinder agreements, indentures or credit agreements entered into pursuant thereto or relating thereto or have otherwise entered into agreement to provide all or any part of the Debt Financing, together with each other Person that commits to provide or otherwise provides the Debt Financing in accordance with this Agreement, in each case in their respective capacities as such.

(sss) “Material Contract” means any of the following Contracts (other than Employee Plans and other than advertising purchases entered into on a short-term basis):

(i) any “material contract” (as defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC, other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K) with respect to the Company and its Subsidiaries, taken as whole;

(ii) Contracts relating to the pending or future disposition or acquisition of (A) any business (whether by merger, consolidation or other business combination, sale of securities, sale of assets or otherwise) or (B) any material assets or properties, except for, in all cases, Contracts for the purchase or sale of inventory, supplies or materials or real property (including leases) entered into in the ordinary course of business;

(iii) Contracts relating to any completed disposition or acquisition by the Company or any of its Subsidiaries of (A) any business (whether by merger, consolidation or other business combination, sale of securities, sale of assets or otherwise) or (B) any material assets or properties, in each case (x) entered into or consummated after December 31, 2022 or (y) under which the Company or any of its Subsidiaries has any continuing “earn-out”, “milestone” or other deferred or contingent payment obligations, any potential purchase price adjustment obligations or any potential material indemnification obligations, except for, in all cases, Contracts for the purchase or sale of inventory, supplies or material or real property (including leases) entered into in the ordinary course of business;

(iv) Contracts with a value over the life of such Contract in excess of $2,500,000 with any customer of the Company or any of its Subsidiaries who for the year ended December 31, 2025 was one of the ten (10) largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (except for such Contracts which have been fulfilled according to their terms and have no surviving obligations other than customary indemnification obligations and post-completion compliance obligations);

(v) Contracts of the Company or any of its Subsidiaries with any vendor (other than in respect of any Tax payments) who for the year ended December 31, 2025 was one of the ten (10) largest sources of payment obligations for the Company and its Subsidiaries, based on amounts paid or payable (excluding (x) any purchase orders (or similar) entered into in the ordinary course of business, (y) any Contracts for the provision of professional services and (z) any Contracts which have been fully performed and have no surviving obligations (other than customary indemnification obligations and post-completion compliance obligations));

(vi) concession agreements entered into by the Company or its Subsidiaries with any commercial or private airport in the U.S. and the Caribbean who for the year ended December 31, 2025 was one of the ten (10) largest sources of revenues for the airport segment of the Company and its Subsidiaries based on amounts paid or payable;

(vii) Contracts that involve, or are reasonably expected to require, capital expenditure commitments by the Company to a third-party, or loans by the Company or any of its Subsidiaries to a third party, of more than $5,000,000 in the aggregate, in any one-year period, other than Contracts relating to any capital expenditure commitments that are contemplated by the Capital Plan;

(viii) Contracts evidencing indebtedness for borrowed money of the Company or any Subsidiary of the Company in excess of $5,000,000 (including Indentures but excluding intercompany loans between the Company or any of its Subsidiaries, on the one hand, and any other Subsidiary of the Company, on the other hand);

(ix) Contracts involving a material joint venture, alliance, partnership, limited liability company or other similar arrangement or Contracts involving any sharing of profits, revenue or losses (excluding any Contracts entered into the ordinary course of business), in each case, from which the Company or any of its Subsidiaries recognized revenues or income in excess of $1,500,000 for the year ended December 31, 2025;

(x) Contracts involving a settlement, conciliation or similar agreement with any Governmental Authority pursuant to which the Company or any of its Subsidiaries has or will have any material outstanding obligation after the date of this Agreement;

(xi) Contracts containing in favor of the counterparty (A) exclusivity provisions, (B) “most favored nation” provisions, (C) “minimum purchase” requirements, (D) rights of first refusal or first offer or (E) “take or pay” or similar provisions, in each case, other than any such Contracts that are (x) entered into in the ordinary course of business and (y) not material to the Company and its Subsidiaries, taken as a whole;

(xii) Contracts containing any non-competition or similar restriction limiting the rights of the Company or any of its Subsidiaries (or following the Closing would limit or restrict, Parent or any of its Affiliates) to (A) engage in any line of business or to compete with, or provide any service to, any other Person or operate in any jurisdiction; (B) acquire any material product or any service from any other Person, sell any product to or perform any service for any other Person, or transact business or deal in any other manner with any other Person or (C) develop, sell, supply, license, distribute, offer, support or service any product to or solely for any Person, in each case, other than any such Contracts that are (x) entered into in the ordinary course of business and (y) not material to the Company and its Subsidiaries, taken as a whole;

(xiii) the Material Leases;

(xiv) Contracts involving (A) the grant by the Company or any of its Subsidiaries of a license or express covenant not to sue under any material Company Intellectual Property (other than non-exclusive licenses or similar rights granted to customers, suppliers or other partners in the ordinary course of business), or (B) the grant by any Person of a license under or covenant not to sue or assert Intellectual Property rights to the Company or any of its Subsidiaries that is material to the conduct of its business (other than licenses to off-the-shelf software or with annual fees less than $500,000).

(ttt) “Material Lease” means the leases, subleases, easements, licenses, master service agreements, sales management agreements, Contracts with Governmental Authorities (excluding any Contracts with airports) or other similar agreements pursuant to which the Company or any Subsidiary holds and operates the Material Leased Real Property.

(uuu) “Material Leased Real Property” means all Leased Real Property which (x) generated more than $2,000,000 for the year ended December 31, 2025 in revenue for the Company or (y) for which the Company paid to (or is payable to) one counterparty (i) more than $1,500,000 in the aggregate for the year ended December 31, 2025 or (ii) more than $10,000,000 in base rent over the remaining existing term of the applicable Lease without extension.

(xv) “Material Nonpublic Technical Information” means information that (i) provides knowledge, know-how, or understanding, in each case not available in the public domain, of the design, location, or operation of critical infrastructure set forth in 31 C.F.R. Appendix A to Part 800 (as in effect at any given time, including the corresponding appendix to any future regulations promulgated under the DPA), including vulnerability information such as that related to physical security or cybersecurity, or (ii) is not available in the public domain and is necessary to design, fabricate, develop, test, produce, or manufacture a critical technology as defined in 31 C.F.R. § 800.215 (as in effect at any given time, including the corresponding section of any future regulations promulgated under the DPA), including processes, techniques, or methods.

(www) “NYSE” means the New York Stock Exchange.

(xxx) “Open Source Software” means any Software that is used or licensed under (i) any license that is approved by the Open Source Initiative (www.opensource.org), (ii) any license under which Software is licensed or distributed as “free software”, “open source software” or under similar terms or (iii) a license that requires or that conditions any rights granted in such license on (A) the disclosure, distribution or licensing of any other Software (other than such item of Software in its unmodified form), (B) a requirement that any disclosure, distribution or licensing of any other Software (other than such item of Software in its unmodified form) be at no charge, (C) a requirement that any other licensee of the Software be permitted to modify, make derivative works of, or reverse-engineer (other than as prohibited under Law) any such other Software, (D) a requirement that such other Software be redistributable by other licensees, or (E) a restriction on enforcing any other Intellectual Property rights.

(yyy) “Order” means any judgment, injunction, order, writ or decree of any Governmental Authority or any award, order or decision of an arbitrator or arbitration panel with jurisdiction over the parties and the applicable matter.

(zzz) “Organizational Documents” means the certificate of incorporation, bylaws, certificate of formation, partnership agreement, limited liability company agreement and all other similar documents, instruments or certificates executed, adopted or filed in connection with the creation, formation or organization of a legal entity.

(aaaa) “Owned Real Property” means real property that is owned in fee simple (or its local equivalent) by the Company or any of its Subsidiaries.

(bbbb) “Participant” means any current or former director, officer, employee or independent contractor of the Company or any of its Subsidiaries, that is material for the business.

(cccc) “Permitted Liens” means any of the following: (i) Liens for Taxes, assessments and governmental charges or levies either not yet due or payable or that are being contested in good faith and by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (ii) mechanics, carriers’, workmen’s, warehouseman’s, repairmen’s, materialmen’s or other Liens or security interests that are not yet due or payable, or that are being contested in good faith and by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (iii) pledges and deposits to secure the performance of bids, trade contracts, leases, surety and appeal bonds, performance bonds and other obligations of a similar nature, in each case in the ordinary course of business; (iv) Liens on the underlying interest of the landlord of a Lease that do not adversely affect, in any material respect, the current use of the applicable property; (v) zoning, building and other similar codes or restrictions that do not adversely affect, in any material respect, the current use of the applicable property; (vi) any non-exclusive license granted in the ordinary course of business with respect to any Intellectual Property; (vii) Liens granted in accordance with the requirements of the Company Credit Agreements, the 2030 Senior Secured Notes, the 2031 Senior Secured Notes and the 2033 Senior Secured Notes; (viii) statutory, common Law or contractual liens (or other encumbrances of any type) incurred in the ordinary course of business securing payments not yet due, including liens of landlords pursuant to the terms of any lease or liens against the interests of the landlord or owner of any Leased Real Property for amounts not delinquent after expiration of any cure periods; (ix) defects, imperfections or irregularities in title, charges, easements, covenants and rights of way (unrecorded and of record) and other similar Liens (or other encumbrances of any type); or (x) Liens (or other encumbrances of any type) that do not materially and adversely affect the use, value or operation of the property or other assets subject thereto.

(dddd) “Person” means any individual, corporation (including any non-profit corporation), limited liability company, joint stock company, general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, firm, Governmental Authority or other enterprise, association, organization or entity.

(eeee) “Protected Data” means any PII of U.S. citizens or persons located in the United States; provided that Protected Data does not include (i) aggregated and anonymized data that has been combined together, collected, licensed, or stored by Company in summary or other form such that the data cannot be identified with any individual unless a Person has the ability to disaggregate, de-anonymize, or de-crypt such data, or if the data is otherwise capable of being used to distinguish

or trace an individual’s identity; (ii) data regarding personnel or the relatives of personnel of the Company; or (iii) any PII available in the public domain. For the avoidance of doubt, Protected Data includes: names; dates of birth; e-mail addresses; social media identifiers or, data; telephone numbers; addresses; Internet Protocol addresses; driver’s license information; social security numbers or social insurance numbers; tax ID numbers; payment card information, including credit card numbers and bank account information; geolocation information; gender; Medicare member IDs or similar healthcare identifiers; employment history; vehicle information; demographic data; website data and analytics; device information (e.g., device ID); health insurance information; clinical information; medical record numbers; member or account numbers; biometric identifiers; health plan beneficiary numbers; medical device information; the result of an individual’s genetic tests and any related genetic sequencing data; the set of data in a consumer credit report or any other financial data that could be used to determine an individual’s financial distress or hardship; or the set of data in an application for health insurance, long-term care insurance, professional liability insurance, mortgage insurance, or life insurance.

(ffff) “Real Property” means, collectively, the Leased Real Property and the Owned Real Property.

(gggg) “Registered Intellectual Property” means Intellectual Property that has been registered, issued, filed, certified or otherwise perfected or recorded with or by any Governmental Authority or quasi-public legal authority (including domain name registrars), or any applications for any of the foregoing.

(hhhh) “Reimbursement Obligations” means Parent’s obligations pursuant to Section 6.6(f), Section 6.6(g) and Section 6.6(i).

(iiii) “REIT Analysis” means any investigation or calculation reasonably requested by the Parent to evaluate converting the Company to a “real estate investment trust” within the meaning of Section 856(a) of the Code after the Closing Date.

(jjjj) “Representatives” means, with respect to any Person, such Person’s Affiliates, and its and their respective directors, officers, employees, accountants, consultants, legal counsel, financial advisors, financing sources and agents and other advisors and representatives.

(kkkk) “Required Financing Information” means (i) the audited consolidated financial statements of the Company consisting of balance sheets as of the last date of each of the three fiscal years of the Company ended at least 90 days prior to the Closing Date, income statements and cash flow statements for each of the three fiscal years of the Company ended at least 90 days prior to the Closing Date and (ii) the unaudited consolidated financial statements of the Company consisting of balance sheets, income statements and cash flow statements as of the last day of and for the most recently completed fiscal quarter ended at least 45 days before the Closing Date, other than with respect to any quarter end that is also a fiscal year end.

(llll) “Sanctioned Person” means any Person who is the target of Sanctions, including by virtue of being: (i) listed on any Sanctions-related list of designated or blocked persons; (ii) a Governmental Authority of, resident in, or organized under the laws of a country or territory that is the target of comprehensive Sanctions (at present, Cuba, Iran, North Korea, and the Crimea region and so-called Donetsk People’s Republic and Luhansk People’s Republic in Ukraine); or (iii) 50% or more owned or controlled by any of the foregoing.

(mmmm) “Sanctions” means trade, economic and financial sanctions Laws, regulations, embargoes, and restrictive measures, including those administered, enacted or enforced by (i) the United States (including the Department of State, Department of Treasury, Office of Foreign Assets Control), (ii) the European Union, (iii) any European Union member state, (iv) the United Nations or (v) the United Kingdom.

(nnnn) “Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002.

(oooo) “SEC” means the United States Securities and Exchange Commission or any successor thereto.

(pppp) “Securities Act” means the Securities Act of 1933.

(qqqq) “Software” means all (i) software, firmware, middleware, computer programs and applications (including web, mobile, server, desktop, embedded, and cloud-based software), in source code, object code, executable code, scripts, markup, datafiles, architecture, or any other form, (ii) algorithms (including payment and fraud prevention algorithms), models (including artificial intelligence and machine learning models), methodologies, and any software or firmware implementations thereof, (iii) databases and compilations of data, whether machine readable or otherwise, and related materials, and (iv) application programming interfaces (“API”), API specifications, payment application interfaces, integration connectors, cloud-native applications and scripts, and deployment and automation tools.

(rrrr) “Spanish Sale” means the divestiture by the Company or its Subsidiaries of certain Spanish assets pursuant to that certain Share Purchase Agreement relating to Clear Channel España, S.L.U. by and among Clear Channel International Holdings B.V., a Dutch private limited company, Clear Channel Outdoor, LLC, a Delaware limited liability company, and Atresmedia Corporacion de Medios de Comunicacion, S.A., a Spanish limited liability company (the “Spanish Sale SPA”).

(ssss) “Subsidiary” means, with respect to any Person, any other Person (other than a natural Person) of which securities or other ownership interests (i) having ordinary voting power to elect a majority of the board of directors, managers or trustees, or other Persons performing similar functions or (ii) representing more than 50% of such securities or ownership interests, in each case, are at the time directly or indirectly owned or controlled by such first Person.

(tttt) “Superior Proposal” means any bona fide written Acquisition Proposal on terms that the Company Board (or a duly authorized committee thereof) has determined in good faith (after consultation with its financial advisors and outside legal counsel) to be more favorable, from a financial point of view, to the Company Stockholders (in their capacity as such) than the Merger (taking into account all aspects of such proposal that the Company Board (or a duly authorized committee thereof) deems relevant, including with respect to certainty of completion). For purposes of the reference to an “Acquisition Proposal” in this definition, all references to “20%” in the definition of “Acquisition Transaction” shall be deemed to be references to “50%.”

(uuuu) “Support Party” means any Company Stockholder party to a Support Agreement.

(vvvv) “Tax” means any U.S. federal, state and local and non-U.S. taxes, assessments and similar governmental charges, impositions (including taxes based upon or measured by gross receipts, income, profits, sales, use, or occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, employment, excise and property taxes), levies, assessments, tariffs, duties (including any customs duties) and any other charges in the nature of a tax imposed by any Governmental Authority, together with any interest, penalties and additions to tax imposed thereon by such Governmental Authority.

(wwww) “Tax Return” means any return, declaration, report, statement, or information return required to be filed with a Governmental Authority with respect to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

(xxxx) “Transaction Litigation” means any Legal Proceeding commenced or threatened against a Party or any of its Subsidiaries or Affiliates (and/or their respective current or former directors, members, managers, partners, officers, advisors or employees) or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates (and/or their respective current or former directors, members, managers, partners, officers, advisors or employees), in each case in connection with, arising from or otherwise relating to the Transactions, other than any Legal Proceedings (i) relating to any Antitrust Laws or Foreign Investment Laws or (ii) among some or all of the Parties related to a dispute pursuant to this Agreement or the Financing Letters.

(yyyy) “Transactions” means the Merger and the other transactions contemplated by this Agreement.

(zzzz) “Willful and Material Breach” means a material breach of this Agreement that is a consequence of an act or omission undertaken by the breaching party with the actual knowledge that the taking of, or failure to take, such act would cause or constitute a material breach of this Agreement.

1.2 Index of Defined Terms. The following capitalized terms have the respective meanings given to them in the respective Sections of this Agreement set forth opposite each of the capitalized terms below: