Clear Channel Outdoor Holdings, Inc.
5.30%
26,230,553
1334978
18453H106
Feb 8, 2026
Feb 10, 2026, 05:00 PM
Reporting Persons (8)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| White Raymond T. | Individual | 5.30% | 26,230,553 | 0 | 26,230,553 |
| Legion Partners Asset Management, LLC | Investment Adviser | 5.30% | 26,229,653 | 0 | 26,229,653 |
| Legion Partners Holdings, LLC | Other | 5.30% | 26,230,553 | 0 | 26,230,553 |
| Kiper Christopher S | Individual | 5.30% | 26,230,553 | 0 | 26,230,553 |
| Legion Partners, LLC | Other | 5.20% | 25,935,796 | 0 | 25,935,796 |
| Legion Partners, L.P. I | Partnership | 4.40% | 21,869,019 | 0 | 21,869,019 |
| Legion Partners, L.P. II | Partnership | 0.40% | 1,943,844 | 0 | 1,943,844 |
| Legion Partners Special Opportunities, L.P. XVI | Partnership | 0.40% | 2,122,933 | 0 | 2,122,933 |
Disclosure Items (6)
Common Stock, $0.01 par value per share
Clear Channel Outdoor Holdings, Inc.
4830 NORTH LOOP 1604W, SUITE 111, SAN ANTONIO, TX, 78249
Item 3 is hereby amended and restated to read as follows: The securities of the Issuer purchased by each of Legion Partners I, Legion Partners II, Legion Partners Special XVI and Legion Partners Holdings were purchased with working capital. The aggregate purchase price of the 21,869,019 Shares owned directly by Legion Partners I is approximately $41,997,307, including brokerage commissions. The aggregate purchase price of the 1,943,844 Shares owned directly by Legion Partners II is approximately $2,795,771, including brokerage commissions. The aggregate purchase price of the 2,122,933 Shares owned directly by Legion Partners Special XVI is approximately $4,669,146, including brokerage commissions. The aggregate purchase price of the 900 Shares owned directly by Legion Partners Holdings is approximately $2,004, including brokerage commissions. In connection with the appointment of Raymond T. White to the Board of Directors of the Issuer (the "Board"), as further described in Amendment No. 1 to the Schedule 13D, Mr. White has been awarded an aggregate of 293,857 restricted stock units ("RSUs") in connection with his service as a director of the Issuer, all of which have vested. Because Mr. White serves on the Board as a representative of Legion Partners Asset Management and the Reporting Persons, he does not have a right to any economic interest in securities of the Issuer granted to him by the Issuer in respect of his Board position. As a result, when the Issuer delivered such RSUs to Mr. White, Legion Partners Asset Management was entitled to receive all of the economic interests in securities granted to Mr. White by the Issuer in respect of Mr. White's Board position, for no consideration.
Item 5(a) is hereby amended and restated in its entirety as follows: The aggregate percentage of Shares reported owned by each person named herein is based on 498,488,033 Shares outstanding as of February 5, 2026, as reported in Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 9, 2026. As of the date hereof, Legion Partners I beneficially owned directly 21,869,019 Shares, representing approximately 4.4% of the outstanding Shares. As of the date hereof, Legion Partners II beneficially owned directly 1,943,844 Shares, representing approximately 0.4% of the outstanding Shares. As of the date hereof, Legion Partners Special XVI beneficially owned directly 2,122,933 Shares, representing approximately 0.4% of the outstanding Shares. Legion LLC, as the general partner of each of Legion Partners I, Legion Partners II and Legion Partners Special XVI, may be deemed the beneficial owner of the (i) 21,869,019 Shares beneficially owned directly by Legion Partners I, (ii) 1,943,844 Shares beneficially owned directly by Legion Partners II and (iii) 2,122,933 Shares beneficially owned directly by Legion Partners Special XVI, representing approximately 5.2% of the outstanding Shares. As of the date hereof, Legion Partners Asset Management may be deemed to beneficially own the 293,857 Shares that were granted to Mr. White by the Issuer in his capacity as a director of the Issuer, as further explained in Item 3. As the investment advisor of each of Legion Partners I, Legion Partners II and Legion Partners Special XVI, Legion Partners Asset Management may also be deemed the beneficial owner of the (i) 21,869,019 Shares beneficially owned by Legion Partners I, (ii) 1,943,844 Shares beneficially owned by Legion Partners II and (iii) 2,122,933 Shares beneficially owned by Legion Partners Special XVI, representing approximately 5.3% of the outstanding Shares. As of the date hereof, Legion Partners Holdings directly beneficially owned 900 Shares. As the sole member of Legion Partners Asset Management and the sole member of Legion LLC, Legion Partners Holdings may also be deemed the beneficial owner of the (i) 21,869,019 Shares beneficially owned by Legion Partners I, (ii) 1,943,844 Shares beneficially owned by Legion Partners II, (iii) 2,122,933 Shares beneficially owned by Legion Partners Special XVI and (iv) 293,857 Shares beneficially owned by Legion Partners Asset Management that were granted to Mr. White by the Issuer in his capacity as a director of the Issuer, representing approximately 5.3% of the outstanding Shares Each of Messrs. Kiper and White, as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, may be deemed the beneficial owner of the (i) 21,869,019 Shares beneficially owned by Legion Partners I, (ii) 1,943,844 Shares beneficially owned by Legion Partners II, (iii) 2,122,933 Shares beneficially owned by Legion Partners Special XVI, (iv) 900 Shares beneficially owned by Legion Partners Holdings and (v) 293,857 Shares beneficially owned by Legion Partners Asset Management that were granted to Mr. White by the Issuer in his capacity as a director of the Issuer, representing approximately 5.3% of the outstanding Shares.
Item 5(c) is hereby amended and restated in its entirety as follows: There have been no transactions in the securities of the Issuer during the past 60 days by the Reporting Persons.
Item 6 is hereby amended to add the following: On February 9, 2026, the Reporting Persons and Parent entered into the Support Agreement as defined and described in Item 4, which is incorporated herein by reference.
Item 7 is hereby amended to add the following exhibit: 99.1 - Form of Support Agreement, dated as of February 9, 2026, by and among Madison Parent Inc. and certain stockholders of Clear Channel Outdoor Holdings, Inc. (incorporated by reference to Ex. 10.1 to the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 9, 2026).