of the Original Current Report is hereby amended and restated in its entirety as follows: As a result of the consummation of the Merger, a change of control of the Company occurred and the Company became a wholly owned subsidiary of Parent. The total amount of cash consideration payable to the Company’s equityholders at closing in connection with the Merger and pursuant to the Merger Agreement was approximately $1.3 billion. The funds used by Parent to consummate the Merger and complete the r…

of the Original Current Report is incorporated by reference into this

of the Original Current Report and (iii) cash on hand of the Company. The information in the Introductory Note and in

Entry into a Material Definitive Agreement. Eighth Amendment to Credit Agreement Substantially concurrently with the closing of the Merger, on October 14, 2026, the Company entered into an eighth amendment (the “ Credit Agreement Amendment ”) to the Company’s credit agreement, dated as of August 23, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified, the “ Credit Agreement ”), with Deutsche Bank AG New York Branch, as administrative agent (the “ Administrativ…

Changes in Control of Registrant. As a result of the consummation of the Merger, a change of control of the Company occurred and the Company became a wholly owned subsidiary of Parent. The total amount of cash consideration payable to the Company’s equityholders at closing in connection with the Merger and pursuant to the Merger Agreement was approximately $1.3 billion. The funds used by Parent to consummate the Merger and complete the related transactions came from (i) approximately $3.3 bil…

CEO — Scott Wells: The CEO departed as part of a merger with a named successor (Wade Davis) appointed simultaneously, representing an orderly succession rather than a sudden loss of leadership.

Completion of Acquisition or Disposition of Assets. As described above, at the Effective Time, on the terms and subject to the conditions set forth in the Merger Agreement, (i) Parent completed its previously announced acquisition of the Company, (ii) the Company became a wholly owned subsidiary of Parent and (iii) each share of common stock, par value $0.01 per share, of the Company (the “ Company Common Stock ”) issued and outstanding immediately prior to the Effective Time (other than shar…

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. The information set forth in the Introductory Note and

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Material Modification to Rights of Security Holders. The information in the Introductory Note, Item 2.01, Item 3.01,

Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or Standard; Transfer of Listing. In connection with the consummation of the Merger, the Company notified the New York Stock Exchange (the “ NYSE ”) on October 14, 2026 that the Merger had been completed and requested that the trading of the Company Common Stock be suspended and the listing of the Company Common Stock on the NYSE be removed. The Company has requested that the NYSE file a Form 25 with the Securities and Exchan…

Termination of a Material Definitive Agreement. On October 14, 2026, in connection with the closing of the Merger, the Company irrevocably deposited with U.S. Bank Trust Company, National Association, as trustee (the “ Trustee ”), funds in an aggregate amount of approximately $1,872.7 million, sufficient to pay (i) the regular interest payment due on October 15, 2026 on the Company’s 7.750% Senior Notes due 2028 (the “ 2028 Notes ”) and (ii) the redemption price of all outstanding 2028 Notes…

shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Cautionary Statement Concerning Forward-Looking Statements Certain statements in this Curr…

Results of Operations and Financial Condition On August 5, 2026, Clear Channel Outdoor Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2026. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information under this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of…

Entry into a Material Definitive Agreement. Credit Agreement Amendment On May 15, 2026, in connection with the ABL Credit Agreement, dated as of August 23, 2019, by and among Clear Channel Outdoor Holdings, Inc. (the “Company”), the other borrowers party thereto, the several lenders from time to time party thereto, Deutsche Bank AG New York Branch, as administrative agent and as collateral agent, and the other parties thereto (as amended, restated, amended and restated, supplemented or otherw…

Cautionary Statement Concerning Forward-Looking Statements Certain statements in this Current Report on Form 8-K, including statements regarding the Merger, 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…

Results of Operations and Financial Condition On May 6, 2026, Clear Channel Outdoor Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information under this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of t…

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 m…

Entry into a Material Definitive Agreement. Supplemental Indentures On April 9, 2026, Clear Channel Outdoor Holdings, Inc. (the “Company”), certain subsidiary guarantors (the “Subsidiary Guarantors”), and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and notes collateral agent (in such capacity, the “Notes Collateral Agent”), entered into certain supplemental indentures, including (i) a supplemental indenture (the “2030 Notes Supplemental Indentur…

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 m…

Other Events. On March 26, 2026, at 11:59 p.m., New York City time, the 45-day “go-shop” period expired under the terms of the previously announced Agreement and Plan of Merger, dated as of February 9, 2026 (as may be amended 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 which, subject to t…

Results of Operations and Financial Condition On February 26, 2026, Clear Channel Outdoor Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2025. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information under this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for the purposes…

The company provided retention bonuses to named executive officers in connection with a merger agreement.

Other Events. Financing Commitments Parent and Merger Sub obtained equity and debt financing commitments for the Transactions, the aggregate proceeds of which will be sufficient for Parent to pay the aggregate Merger consideration and all related fees and expenses of the Company, Parent and Merger Sub (including in connection with the debt financing described below). Certain investment vehicles affiliated with, or advised by, the Consortium have committed, pursuant to the equity commitment le…

Entry into a Material Definitive Agreement. Merger Agreement On February 9, 2026, Clear Channel Outdoor Holdings, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with 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 which the Company is to be acquired by an investor consortium comprised of aff…