Clear Channel Outdoor (CCO) Proxy Filing summary

Executive summary

• Entered into a definitive agreement to be acquired by Mubadala Capital and TWG Global, with shareholders to receive $2.43 per share in cash; transaction expected to close by end of Q3 2026, pending approvals.

• 2025 consolidated revenue grew 6.6% to $1.60 billion; Q4 revenue up 8.2% year-over-year.

• Adjusted EBITDA for 2025 increased 6.1% to $504.8 million; AFFO rose 62.6% to $95.3 million.

• Net income for 2025 was $24.7 million, reversing a loss of $175.9 million in 2024, driven by gains from asset sales.

• No public Q4 2025 earnings call or financial guidance due to pending take-private transaction.

Voting matters and shareholder proposals

• Shareholder approval required for the proposed merger; a meeting will be announced to seek approval.

• Proxy materials, including a definitive proxy statement, will be filed and mailed to shareholders.

Board of directors and corporate governance

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

• Information on board composition and executive compensation referenced in prior proxy filings.