Form 8-K

8-K — Clear Channel Outdoor Holdings, Inc.

Accession: 0001213900-26-040144

Filed: 2026-04-06

Period: 2026-04-06

CIK: 0001334978

SIC: 7310 (SERVICES-ADVERTISING)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0285093-8k_clear.htm (Primary)

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8-K — CURRENT REPORT

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2026-04-06

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 6, 2026

CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

(Exact name of registrant as specified in its

charter)

Delaware

001-32663

88-0318078

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

4830 North Loop 1604W, Suite 111

San Antonio, Texas, 78249

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including

area code: (210) 547-8800

Not Applicable

(Former name or former address, if changed since

last report.)

Check the appropriate box

below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.01 par value per share

CCO

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934

(17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On April 6, 2026, Clear Channel

Outdoor Holdings, Inc. (the “Company”) announced that it has commenced a consent solicitation (the “Consent Solicitation”)

with respect to its outstanding senior secured notes (the “Senior Secured Notes”), consisting of (i) $865,000,000 aggregate

principal amount of 7.875% Senior Secured Notes due 2030; (ii) $1,150,000,000 aggregate principal amount of 7.125% Senior Secured Notes

due 2031; and (iii) $900,000,000 aggregate principal amount of 7.500% Senior Secured Notes due 2033, to approve certain proposed

amendments to the indentures governing the Senior Secured Notes (each, an “Indenture” and, together, the “Indentures”).

The Consent Solicitation is

being conducted in connection with the Company’s previously announced entry into an Agreement and Plan of Merger, dated February

9, 2026 (the “Merger Agreement”), with Madison Parent Inc. (“Parent”) and Madison Merger Sub Inc. (“Merger

Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving

as a wholly-owned subsidiary of Parent. The purpose of the Consent Solicitation is to approve the amendment of certain provisions under

each Indenture in connection with the consummation of the Merger, including, among other amendments, an amendment to the definition of

“Change of Control” in each of the Indentures to provide that the consummation of the Merger and the other transactions contemplated

by the Merger Agreement will not constitute a Change of Control under any of the Indentures. The obligations of the Company, Parent and

Merger Sub under the Merger Agreement to consummate the Merger in accordance with the terms thereof are not conditioned on successful

completion of the Consent Solicitation or any amendments with respect to the Indentures.

In connection with the Consent

Solicitation, the Company issued a press release on April 6, 2026 announcing the commencement of the Consent Solicitation. A copy of such

press release is furnished as Exhibit 99.1 attached hereto and is incorporated herein by reference.

The information provided under

Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and is not deemed to be “filed” with

the Securities and Exchange Commission (the “SEC”) for the purposes of Section 18 of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and is not incorporated by reference

into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange

Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report

on Form 8-K in such a filing.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements in this

Current Report on Form 8-K, including statements regarding the Merger, stockholder approvals (including the Requisite Stockholder Approval

(as defined in the Merger Agreement)), any 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 fact constitute “forward-looking statements” within the meaning of the Private

Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. The words “expect,”

“anticipate,” “estimate,” “believe,” “forecast,” “goal,” “intend,”

“objective,” “plan,” “project,” “seek,” “strategy,” “target,”

“will” and similar words and expressions are intended to identify such forward-looking statements. These forward-looking statements

are based on the beliefs and assumptions of management at the time that these statements were prepared and are inherently uncertain. These

statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are

beyond the Company’s control and are difficult to predict. These risks and uncertainties include, but are not limited to: uncertainties

associated with the proposed Merger, including the failure to consummate the Merger in a timely manner or at all, could adversely affect

the Company’s business, results of operations, financial condition, and the trading price of the Company’s common stock; the

occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, including circumstances

requiring the Company 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 holders of a majority

of the outstanding shares of the Company’s common stock and obtaining required regulatory approvals; the risk that restrictions

on the operation of the Company’s business during the pendency of the Merger may impact the Company’s ability to pursue certain

business opportunities or strategic transactions or undertake certain actions the Company might otherwise have taken; potential litigation

relating to, or other unexpected costs resulting from, the Merger; the risk that any announcements relating to the Merger could have adverse

effects on the market price of the Company’s common stock, credit ratings or operating results; and the risk that the Merger and

its announcement could have an adverse effect on the ability of the Company to retain and hire key personnel, to retain customers and

to maintain relationships with business partners, suppliers and customers. The Company can give no assurance that the conditions to the

Merger will be satisfied or that the Merger will close within any anticipated time period. Various risks that could cause future results

to differ from those expressed by the forward-looking statements included in this Current Report on Form 8-K are described in the section

entitled “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, initially

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 (the “Annual Report”), as well as other risks and forward-looking

statements in other reports and filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements,

which speak only as of the date of this Current Report on Form 8-K or the date of any document referred to in this Current Report on Form

8-K. Except as required by applicable law, the Company does not undertake any obligation to publicly update or revise any forward-looking

statements because of new information, future events or otherwise.

Additional Information and Where to Find It

This Current Report on

Form 8-K is being made in respect of the proposed Merger and related transactions (collectively, the “proposed transaction”)

involving the Company and by an investor consortium comprised of affiliates and/or certain investment funds advised by Mubadala Capital,

in partnership with TWG Global. In accordance with the Merger Agreement, a special meeting of the stockholders of the Company (the “Special

Meeting”) will be announced as promptly as practicable to seek the Company’s stockholder approval in connection with the proposed

transaction. The Company intends to file relevant materials with the SEC, including preliminary and definitive proxy statements relating

to the proposed transaction. The definitive proxy statement will be mailed to the Company’s stockholders. This Current Report on

Form 8-K is not a substitute for the definitive proxy statement or any other document that may be filed by the Company with the SEC.

BEFORE MAKING ANY DECISION, THE COMPANY’S

STOCKHOLDERS ARE URGED TO CAREFULLY READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER

RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE

PROXY STATEMENT AS, IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Any vote in respect of resolutions

to be proposed at the Company’s stockholder meeting to approve the proposed Merger or other proposals in relation to the proposed

Merger should be made only on the basis of the information contained in the Company’s definitive proxy statement. You will be able

to obtain a free copy of the definitive proxy statement and other related documents (when available) filed by the Company with the SEC

at the website maintained by the SEC at www.sec.gov or by accessing the Investor Relations section of the Company’s website at https://investor.clearchannel.com/.

Participants in the Solicitation

The Company and its directors

and executive officers and certain of its employees may be deemed to be participants in the solicitation of proxies from the Company’s

stockholders in connection with the proposed transaction. Information regarding the Company’s directors and executive officers is

set forth under the captions “Directors,” “Compensation Discussion and Analysis,” “Our NEOs,” “Compensation

Committee Report,” “Executive Compensation Tables,” “Director Compensation” and “Security Ownership

of Certain Beneficial Owners and Management and Related Stockholder Matters” in the Company’s Annual Report and, when available,

in the definitive proxy statement with respect to the Special Meeting. To the extent the holdings of the Company’s securities by

its directors or executive officers have changed since the amounts set forth in the Annual Report or, when available, the definitive proxy

statement with respect to the Special Meeting, such changes have been or will be reflected on Forms 3, 4 and 5, filed with the SEC.

These documents may be obtained

free of charge from the SEC’s website at www.sec.gov or by accessing the Investor Relations section of the Company’s website

at https://investor.clearchannel.com/. Additional information regarding the interests of participants in the solicitation of proxies in

connection with the proposed transaction will be included in the definitive proxy statement that the Company expects to file in connection

with the proposed transaction and other relevant materials the Company may file with the SEC.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1

Press Release, dated April 6, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

Date: April 6, 2026

By:

/s/ David Sailer

David Sailer

Executive Vice President and Chief Financial Officer

EX-99.1 — PRESS RELEASE, DATED APRIL 6, 2026

EX-99.1

Filename: ea028509301ex99-1.htm · Sequence: 2

Exhibit 99.1

Clear Channel Outdoor

Holdings, Inc. Commences

Consent Solicitation Relating to its Senior Secured Notes

San Antonio, Texas, April 6, 2026 –

Clear Channel Outdoor Holdings, Inc. (“Clear Channel” or the “Company”) (NYSE: CCO) announced today

that it has commenced a consent solicitation (the “Consent Solicitation”) with respect to its outstanding senior secured

notes (the “Senior Secured Notes”), consisting of (i) $865,000,000 aggregate principal amount of 7.875% Senior Secured

Notes due 2030 (CUSIPs 18453HAF3 and U1828LAE8); (ii) $1,150,000,000 aggregate principal amount of 7.125% Senior Secured Notes due 2031

(CUSIPs 18453HAG1 and U1828LAF5); and (iii) $900,000,000 aggregate principal amount of 7.500% Senior Secured Notes due 2033 (CUSIPs 18453HAH9

and U1828LAG3), to approve certain Proposed Amendments (as defined below) to the indentures governing the Senior Secured Notes (each,

an “Indenture” and, together, the “Indentures”).

As previously disclosed, on February 9, 2026,

the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Madison Parent Inc. (“Parent”)

and Madison Merger Sub Inc., a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will

merge with and into the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of Parent.

The consummation of the Merger would constitute a “Change of Control” under each Indenture and, absent an amendment of each

Indenture, would require the Company to make a “Change of Control Offer” to repurchase the Senior Secured Notes at 101% of

the principal amount of the Senior Secured Notes plus accrued and unpaid interest.

The purpose of the Consent Solicitation is

to (i) amend the definition of “Change of Control” in each of the Indentures to provide that the Merger and the other transactions

contemplated by the Merger Agreement do not constitute a “Change of Control”, (ii) amend the definition of “Permitted

Holder” in each of the Indentures to provide that certain investment funds affiliated with Mubadala Capital LLC and TWG Global LLC

and their related investment vehicles shall be “Permitted Holders” and (iii) waive any and all Defaults or Events of Default

under each Indenture that may arise as a result of the consummation of the Merger and the other transactions contemplated by the Merger

Agreement (collectively, the “Proposed Amendments”). Except for the Proposed Amendments, all existing terms of the

Senior Secured Notes and the Indentures will remain unchanged.

The Consent Solicitation is being made in

accordance with the terms and subject to the conditions set forth in a Consent Solicitation Statement, dated April 6, 2026 (as it may

be amended or supplemented from time to time, the “Consent Solicitation Statement”).

The Consent Solicitation is scheduled to expire

at 5:00 p.m., New York City time, on April 10, 2026, or such later time and date to which such Consent Solicitation is extended (such

time and date, as it may be extended with respect to any series of Senior Secured Notes, the "Expiration Time"). A holder

may validly revoke its consent with respect to a series of Senior Secured Notes prior to the earlier of the Effective Time (as defined

herein) and the Expiration Time with respect to such series of Senior Secured Notes (the "Revocation Deadline"), as described

in the Consent Solicitation Statement.

Pursuant to the terms and conditions described in the Consent Solicitation

Statement:

● holders of the Company’s 7.875% Senior Secured Notes due 2030 who validly

deliver consents to the Proposed Amendments prior to the Expiration Time (and do not validly revoke such consents prior to the applicable

Revocation Deadline) are entitled to receive their pro rata portion of an aggregate cash payment of $2,162,500,

● holders of the Company’s 7.125% Senior Secured Notes due 2031 who validly

deliver consents to the Proposed Amendments prior to the Expiration Time (and do not validly revoke such consents prior to the applicable

Revocation Deadline) are entitled to receive their pro rata portion of an aggregate cash payment of $2,875,000, and

● holders of the Company’s 7.500% Senior Secured Notes due 2033 who validly

deliver consents to the Proposed Amendments prior to the Expiration Time (and do not validly revoke such consents prior to the applicable

Revocation Deadline) are entitled to receive their pro rata portion of an aggregate cash payment of $2,250,000

(collectively, the “Consent Payment”). Holders who

deliver consents after the Expiration Time will not receive the Consent Payment. The payment of the Consent Payment to the consenting

holders of each series of Senior Secured Notes is contingent upon the satisfaction or waiver of the Consent Payment Conditions (as defined

in the Consent Solicitation Statement), including obtaining the Requisite Consent (as defined below) for such series and the consummation

of the Merger. Holders who have validly delivered their consents prior to the applicable Expiration Time but who have validly revoked

their consents prior to the applicable Revocation Deadline will not be eligible to receive the Consent Payment unless they validly deliver

their consents again prior to such Expiration Time, and do not validly revoke their consents again prior to such Revocation Deadline.

The Merger is currently expected to close by the end of the third quarter of 2026, subject to satisfaction of certain closing conditions.

The Proposed Amendments must be consented

to by holders representing a majority of the outstanding aggregate principal amount of the Senior Secured Notes of such series (excluding

Senior Secured Notes beneficially owned by the Company or any of its affiliates) pursuant to the applicable Indenture (the “Requisite

Consent”).

The Proposed Amendments will become effective

with respect to a series of Senior Secured Notes upon receipt of the Requisite Consent for such series and the execution of a supplemental

indenture with respect to such series (the “Effective Time”), which may occur prior to the Expiration Time if the Requisite

Consent is received before then and holders will not be given prior notice of the Effective Time. Upon receipt of the Requisite Consent

for a series of Senior Secured Notes, the Company and the guarantors party to the applicable Indenture intend to execute a supplemental

indenture to such Indenture governing the Senior Secured Notes of such series, and will deliver the supplemental indenture to the trustee

for execution in accordance with the Indenture. No consents may be revoked after the Revocation Deadline. The Proposed Amendments will

become operative immediately prior to consummation of the Merger. Upon the Proposed Amendments becoming effective and operative with respect

to a series of Senior Secured Notes, all holders of the Senior Secured Notes of such series would be bound by the terms thereof, even

if they did not deliver consents to the Proposed Amendments. The supplemental indenture for a series of Senior Secured Notes will terminate

upon written notice to the applicable trustee that the Consent Payment has not been made in connection with the consummation of the Merger

in accordance with the terms of the Consent Solicitation Statement.

If the Merger Agreement is terminated and

the Merger is not consummated, the Proposed Amendments will automatically cease to be effective, the Proposed Amendments will not become

operative and no Consent Payment will be made.

The Proposed Amendments becoming operative

is not a condition to the completion of the Merger. If the Requisite Consent is not obtained for any series of Senior Secured Notes by

the Expiration Time, the Company will be required under the applicable Indenture to make a Change of Control Offer in respect of the Senior

Secured Notes of such series within 30 days following the consummation of the Merger, at a price in cash equal to 101% of the aggregate

principal amount of the Senior Secured Notes, plus any accrued and unpaid interest up to the date of purchase.

The complete terms and conditions of the Consent

Solicitation are set forth in the Consent Solicitation Statement that is being sent to the holders of each series of the Senior Secured

Notes. Clear Channel may extend, amend or terminate the Consent Solicitation with respect to a series of Senior Secured Notes at any time

and from time to time as described in the Consent Solicitation Statement.

J.P. Morgan Securities LLC and Goldman Sachs

& Co. LLC are serving as solicitation agents (the “Solicitation Agents”) in connection with the Consent Solicitation.

Questions regarding the terms of the Consent Solicitation may be directed to J.P. Morgan Securities LLC at (866) 834-4666 (Toll-Free)

or (212) 834-7489 (Collect). D.F. King & Co., Inc. is serving as the information agent and tabulation agent (the “Information

and Tabulation Agent”) in connection with the Consent Solicitation. Questions or requests for assistance in completing and delivering

a consent or requests for copies of the Consent Solicitation Statement may be directed to D.F. King & Co., Inc. as Information and

Tabulation Agent at (646) 971-2689 (Banks and Brokers; collect), (800) 290-6433 (all others; toll-free) or CCO@dfking.com.

The Company’s and/or Parent’s

obligations to pay the Consent Payment are set forth solely in the Consent Solicitation Statement. This press release is for informational

purposes only and this press release and the Consent Solicitation Statement do not constitute an offer to purchase or a solicitation of

an offer to sell any Senior Secured Notes or other securities. The Consent Solicitation is being made only by, and pursuant to the terms

of, the Consent Solicitation Statement, and the information in this press release is qualified in its entirety by reference to the Consent

Solicitation Statement. No recommendation is made, or has been authorized to be made, as to whether or not holders of Senior Secured Notes

should consent to the adoption of the Proposed Amendments pursuant to the Consent Solicitation. Each holder of Senior Secured Notes must

make its own decision as to whether to give its consent to the Proposed Amendments.

The Consent Solicitation is not being made

in any jurisdiction in which the making thereof would not be in compliance with the applicable laws of such jurisdiction. In any jurisdiction

in which the Consent Solicitation is required to be made by a licensed broker or dealer, the Consent Solicitation will be deemed to be

made on behalf of the Company by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

None of the Company, the Solicitation Agents

or the Information and Tabulation Agent makes any recommendation in connection with the Consent Solicitation. Subject to applicable law,

the Company may amend, extend or terminate the Consent Solicitation.

About Clear Channel Outdoor Holdings, Inc.

Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) is at the forefront

of driving innovation in the out-of-home advertising industry. Clear Channel’s dynamic advertising platform is broadening the pool

of advertisers using its medium through the expansion of digital billboards and displays and the integration of data analytics and programmatic

capabilities that deliver measurable campaigns that are simpler to buy. By leveraging the scale, reach and flexibility of Clear Channel’s

diverse portfolio of assets, we connect advertisers with millions of consumers every month.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements in this press release, including statements regarding

the Merger, stockholder approvals for the Merger, any expected timetable for completing the Merger, the expected benefits of the Merger

and any other statements regarding Clear Channel’s future expectations, beliefs, plans, objectives, financial conditions, assumptions

or future events or performance that are not historical fact constitute “forward-looking statements” within the meaning of

the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange

Act of 1934, each as amended. The words “expect,” “anticipate,” “estimate,” “believe,”

“forecast,” “goal,” “intend,” “objective,” “plan,” “project,”

“seek,” “strategy,” “target,” “will” and similar words and expressions are intended to

identify such forward-looking statements. These forward-looking statements are based on the beliefs and assumptions of management at the

time that these statements were prepared and are inherently uncertain. These statements are not guarantees of future performance and are

subject to certain risks, uncertainties and other factors, some of which are beyond Clear Channel’s control and are difficult to

predict.

These risks and uncertainties include, but are not limited to: uncertainties

associated with the proposed Merger, including the failure to consummate the Merger in a timely manner or at all, could adversely affect

Clear Channel’s business, results of operations, financial condition, and the trading price of Clear Channel’s common stock;

the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, including

circumstances requiring Clear Channel 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 holders

of a majority of the outstanding shares of Clear Channel’s common stock and obtaining required regulatory approvals; the risk that

restrictions on the operation of Clear Channel’s business during the pendency of the Merger may impact Clear Channel’s ability

to pursue certain business opportunities or strategic transactions or undertake certain actions Clear Channel might otherwise have taken;

potential litigation relating to, or other unexpected costs resulting from, the Merger; the risk that any announcements relating to the

Merger could have adverse effects on the market price of Clear Channel’s common stock, credit ratings or operating results; and

the risk that the Merger and its announcement could have an adverse effect on the ability of Clear Channel to retain and hire key personnel,

to retain customers and to maintain relationships with business partners, suppliers and customers. Clear Channel can give no assurance

that the conditions to the Merger will be satisfied or that it will close within the anticipated time period.

Various risks that could cause future results to differ from those

expressed by the forward-looking statements included in this press release are described in the section entitled “Item 1A. Risk

Factors” of the Company’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including

Clear Channel’s Annual Report on Form 10-K for the year ended December 31, 2025, initially 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 (the “Annual Report”), as well as other risks and forward-looking statements in other reports and filings

with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this

press release or the date of any document referred to in this press release. Except as required by applicable law, the Company does not

undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

Additional Information and Where to Find It

This press release is being made in respect of the proposed Merger

and related transactions (collectively, the “proposed transaction”) involving the Company and an investor consortium

comprised of affiliates and/or certain investment funds advised by Mubadala Capital LLC, in partnership with TWG Global LLC. In accordance

with the Merger Agreement, a special meeting of stockholders of Clear Channel (the “Special Meeting”) will be held

to seek stockholder approval in connection with the proposed transaction. Clear Channel intends to file relevant materials with the SEC,

including preliminary and definitive proxy statements relating to the proposed transaction. The definitive proxy statement will be mailed

to Clear Channel’s stockholders. This press release is not a substitute for the definitive proxy statement or any other document

that may be filed by Clear Channel with the SEC.

BEFORE MAKING ANY DECISION, CLEAR CHANNEL STOCKHOLDERS ARE URGED TO

CAREFULLY READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED

OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT AS, IF AND

WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Any vote in respect of resolutions to be proposed at the Special Meeting

to approve the proposed transaction or other proposals in relation to the proposed transaction should be made only on the basis of the

information contained in Clear Channel’s proxy statement. You will be able to obtain a free copy of the definitive proxy statement

and other related documents (when available) filed by Clear Channel with the SEC at the website maintained by the SEC at www.sec.gov or

by accessing the Investor Relations section of Clear Channel’s website at https://investor.clearchannel.com/.

Participants in the Solicitation

Clear Channel and its directors and executive officers and certain

of its employees may be deemed to be participants in the solicitation of proxies from Clear Channel’s stockholders in connection

with the proposed transaction. Information regarding Clear Channel’s directors and executive officers is set forth under the captions

“Directors,” “Compensation Discussion and Analysis,” “Our NEOs,” “Compensation Committee Report,”

“Executive Compensation Tables,” “Director Compensation” and “Security Ownership of Certain Beneficial Owners

and Management and Related Stockholder Matters” in Clear Channel’s Annual Report and in the definitive proxy statement with

respect to the Special Meeting. To the extent the holdings of Clear Channel’s securities by its directors or executive officers

have changed since the amounts set forth in the Annual Report or, when available, the definitive proxy statement with respect to the Special

Meeting, such changes have been or will be reflected on Forms 3, 4 and 5, filed with the SEC.

These documents may be obtained free of charge from the SEC’s

website at www.sec.gov or by accessing the Investor Relations section of Clear Channel’s website at https://investor.clearchannel.com/.

Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed transaction

will be included in the definitive proxy statement that Clear Channel expects to file in connection with the proposed transaction and

other relevant materials Clear Channel may file with the SEC.

For further information, please contact:

Investor contact:

Laura Kiernan

VP Investor Relations

914-598-7733

InvestorRelations@clearchannel.com

Press contact:

FGS Global

Danya Al-Qattan/Stephen Pettibone

ClearChannel@fgsglobal.com

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Apr. 06, 2026

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Entity File Number

001-32663

Entity Registrant Name

CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

Entity Central Index Key

0001334978

Entity Tax Identification Number

88-0318078

Entity Incorporation, State or Country Code

Entity Address, Address Line One

4830 North Loop 1604W

Entity Address, Address Line Two

Suite 111

Entity Address, City or Town

San Antonio

Entity Address, State or Province

Entity Address, Postal Zip Code

78249

City Area Code

210

Local Phone Number

547-8800

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false

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true

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false

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Title of 12(b) Security

Common Stock, $0.01 par value per share

Trading Symbol

CCO

Security Exchange Name

NYSE

Entity Emerging Growth Company

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