Clear Channel Outdoor (CCO) Proxy filing summary

Executive summary

• A proposed merger will result in the company becoming a wholly owned subsidiary of Madison Parent Inc. through a merger with Madison Merger Sub Inc., following a previously announced agreement dated February 9, 2026.

• The 45-day "go-shop" period expired on March 26, 2026, during which financial advisors solicited alternative acquisition proposals from 46 parties, but no alternative offers were received.

• Upon expiration of the "go-shop" period, the company became subject to "no-shop" restrictions, with certain exceptions for fiduciary duties as outlined in the merger agreement.

• The merger is subject to satisfaction or waiver of conditions, including stockholder and regulatory approvals.

• Forward-looking statements caution about risks and uncertainties related to the merger, including potential impacts on business operations, stock price, and personnel retention.

Voting matters and shareholder proposals

• A special meeting of stockholders will be announced to seek approval for the proposed merger and related transactions.

• Stockholders are urged to review the definitive proxy statement and related materials before voting.

Board of directors and corporate governance

• Directors, executive officers, and certain employees may participate in the solicitation of proxies for the proposed transaction.

• Information about directors and executive officers, including compensation and security ownership, is available in the annual report and will be updated in the definitive proxy statement.