Clear Channel Outdoor (CCO) Proxy Filing summary

Executive summary

• Agreement reached for acquisition by Mubadala Capital and TWG Global, with the company to become a wholly owned subsidiary of Madison Parent Inc. after a merger expected to close by the end of Q3 2026.

• Transaction aims to enhance financial flexibility, support deleveraging, and accelerate digital transformation and growth initiatives.

• Wade Davis, a seasoned media executive, is expected to join as Executive Chairman post-closing.

• Company will remain headquartered in San Antonio, Texas, with no anticipated changes to office locations or immediate changes to compensation or benefits.

Voting matters and shareholder proposals

• Shareholder approval is required for the merger, with a meeting to be announced to seek approval.

• Shareholders will receive $2.43 per share at closing; all outstanding stock options will be cancelled as they are out-of-the-money.

• Unvested RSUs will vest at closing and be paid out at $2.43 per share, less applicable taxes.

Board of directors and corporate governance

• Directors, executive officers, and certain employees may participate in proxy solicitation.

• Information on board composition and executive compensation is available in the 2025 Annual Meeting Proxy Statement.