CCO 10-K & 10-Q changes, risk factors and insider trading
Clear Channel Outdoor Holdings, Inc. · NYSE · Services-Advertising · CIK 1334978 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Risks Related to the Merger”
New heading “Uncertainties associated with the Merger could adversely affect our business, results of operations, financial condition and the trading price of our common stock.”
New heading “Failure to complete the Merger could adversely affect our business and the price of our shares of common stock.”
New heading “The Merger Agreement contains provisions that limit our ability to pursue alternatives to the Merger.”
New heading “We are subject to certain restrictions on the conduct of our business under the terms of the Merger Agreement.”
New heading “We and our directors may be subject to litigation challenging the Merger, and an unfavorable judgment or ruling in any such lawsuit could prevent or delay the consummation of the Merger and/or result in substantial costs.”
New heading “Strategic transactions that we have pursued in the past, and may pursue in the future, pose risks.”
New heading “We have entered into an agreement to sell our business in Spain. There can be no assurance that this process will be successful, that the transaction will result in value for our stockholders, or that this process will not have an adverse impact on our business.”
Removed heading “We have entered into an agreement to sell the businesses in our Europe-North segment and intend to sell our businesses in Spain and Brazil. There can be no assurance that these processes will be successful, that any transactions will result in value for our stockholders, or that these processes will not have an adverse impact on our business.”
Removed heading “The dispositions of the businesses in our Europe-South segment and of certain businesses in Latin America, the agreed-upon disposition of the businesses in our Europe-North segment, and the potential dispositions of our businesses in Spain and Brazil, as well as other strategic transactions or acquisitions, pose risks.”
Largest changes
“Unfavorable global, regional or local economic or political conditions, such as those resulting from the events described above and from actual and potential shifts in U.S. and foreign economic and other policies; the Russia-Ukraine war, the conflicts in the Middle East, and conditions in Latin America following the recent U.S. military action in Venezuela; and events such as terrorist attacks or increased social and political turmoil and unrest also may adversely impact our results. Additionally, global trade policy remains highly uncertain. Since early 2025, the U.S. …”see in full comparison
“We and our directors may be subject to litigation challenging the Merger, and an unfavorable judgment or ruling in any such lawsuit could prevent or delay the consummation of the Merger and/or result in substantial costs.”see in full comparison
“On January 8, 2025, we entered into a share purchase agreement to sell the businesses constituting our Europe-North segment. Completion of the transaction is subject to receipt of regulatory clearance or approval of the transaction by certain antitrust authorities. We can give no assurances that the necessary regulatory clearances will be obtained on the expected timeline, or at all, or that closing of the transaction will occur. …”see in full comparison
“•Increased pricing to secure, or difficulty securing, digital displays, display equipment, steel to build physical structures, LCD or LED technology, electrical supply and network connectivity components, printing services and canvas and other materials required to provide our products and services in a timely manner, either as a result of increased, new or retaliatory tariffs imposed by the U.S. or other countries where our inventory is manufactured (including China and Canada), supply chain shortages or other supply chain challenges, such as sanctions;”see in full comparison
“Unfavorable global, regional or local economic or political conditions, such as those resulting from the events described above and from actual and potential shifts in the U.S. and foreign trade, economic and other policies; trade tensions between the U.S. and other countries, including imposition of increased, new and retaliatory tariffs; the Russia-Ukraine war and the conflicts in the Middle East; as well as events such as terrorist attacks or increased social and political turmoil and unrest also may adversely impact our results. …”see in full comparison
“Dispositions and acquisitions of out-of-home advertising businesses may require antitrust review by U.S. federal antitrust agencies and may require review by foreign antitrust agencies under the antitrust laws of foreign jurisdictions. In 2024, a buyer terminated an agreement to purchase our business in Spain in light of the commitments required by the Spanish National Markets and Competition Commission. We can give no assurances that the U.S. …”see in full comparison
Full comparison: every changed paragraph (134)
Risks Related to the Merger
Uncertainties associated with the Merger could adversely affect our business, results of operations, financial condition and the trading price of our common stock.
On February 9, 2026, the Company entered into the Merger Agreement with Parent and Merger Sub pursuant to which the Company is to be acquired by an investor consortium comprised of affiliates and/or certain investment funds advised by Mubadala Capital, in partnership with TWG Global. Pursuant to the Merger Agreement, Merger Sub shall be merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. At the closing of the Merger, each outstanding share of our common stock (other than certain shares held by the Company as treasury stock, owned by Parent or any of its subsidiaries, including Merger Sub, or as to which appraisal rights have been properly exercised in accordance with Delaware law) will automatically be canceled, extinguished and converted into the right to receive a cash payment equal to the per-share price specified in the Merger Agreement, our common stock will be delisted from the New York Stock Exchange (“NYSE”), and we will cease to be a reporting company under the Exchange Act.
Completion of the Merger is subject to various customary closing conditions and regulatory approvals, including (i) the adoption of the Merger Agreement by the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of our common stock entitled to vote at a special meeting of our stockholders; (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of certain other regulatory approvals, including by the Committee on Foreign Investments in the United States (or any member agency thereof acting in its capacity as such); and (iii) other customary conditions for a transaction of this type. The parties to the Merger Agreement may not receive the necessary approvals for the transaction or may not receive them within the expected timeframe. The closing of the Merger will not occur prior to March 26, 2026, without the prior written consent of Parent. The failure to satisfy these and other closing conditions could jeopardize, delay or prevent the consummation of the Merger.
The pendency of the Merger, as well as any delays in the expected timeframe, could cause disruption to our ongoing operations and create uncertainties, any of which could have an adverse effect on our business, results of operations, financial condition and the trading price of our common stock, regardless of whether the Merger is completed. These risks include, but are not limited to:
•An adverse effect on our relationships with vendors, customers and employees, including if our vendors, customers or others attempt to negotiate changes in existing business relationships, consider entering into business relationships with parties other than us, delay or defer decisions concerning their business with us, or terminate their existing business relationships with us during the pendency of the Merger;
•A diversion of a significant amount of management time and resources toward the completion of the Merger;
•Being subject to certain restrictions on the conduct of our business without Parent’s prior written consent;
•Possibly foregoing certain business opportunities that we might otherwise pursue absent the pending Merger; and
•Difficulties attracting and retaining key employees.
The adverse effects of the pendency of the Merger could be exacerbated by any delays in completion of the Merger or by termination of the Merger Agreement. Even if successfully completed, there are certain risks to our stockholders from the Merger, including:
•The per-share price is fixed and will not be adjusted for changes in our business, assets, liabilities, prospects, outlook, financial condition or operating results, or in the event of any change in the market price of, analyst estimates of, or projections relating to our common stock;
•The fact that the exchange of common stock for cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes; and
•The fact that, if the Merger is completed, our stockholders will not participate in any future growth potential or benefit from any future increase in our value.
Failure to complete the Merger could adversely affect our business and the price of our shares of common stock.
The closing of the Merger may not occur on the expected timeline or at all. The Merger Agreement contains certain customary termination rights for us and Parent, including, among others: (i) if the Merger is not consummated on or before November 9, 2026, subject to extension to February 9, 2027 if the requisite regulatory approvals are not previously obtained; (ii) if the requisite stockholder approval is not obtained at a meeting of Company stockholders (or any adjournment or postponement thereof) at which a vote is taken on the Merger; (iii) if the other party breaches its representations, warranties or covenants in a manner that would cause the conditions to the closing of the Transactions to not be satisfied and fails to cure such breach within the applicable cure period; (iv) if any law, order or judgment prohibiting the Merger has become final and non-appealable; or (v) by mutual written agreement of Parent and the Company. If the Merger Agreement is terminated and the Merger is not consummated, the price of our common stock may decline, we may experience negative reactions from the financial markets, including adverse stock price impacts, or from our vendors, customers and other business partners, and you may not recover your investment or receive a price for your shares of common stock similar to what has been offered as a result of the Merger.
If the Merger Agreement is terminated under certain circumstances set forth in the Merger Agreement, including as a result of the Company’s entry into a definitive agreement related to an alternative business combination transaction providing for a superior proposal (as defined in the Merger Agreement), the Company will be required to pay Parent a termination fee of $39.8 million (or $19.9 million if such superior proposal is executed prior to the expiration of the “go-shop” period as defined in the Merger Agreement). If the Company is required to pay this termination fee, such fee, together with costs incurred to negotiate the Merger Agreement and pursue the Merger, could have a material adverse effect on the Company’s liquidity, financial condition and results of operations.
In addition, although Parent has represented that it has sufficient funds to consummate the Merger, if Parent fails to fund the equity financing or close on the debt financing contemplated by the Merger Agreement and thereby fails to have sufficient funds to consummate the Merger, we may be forced to pursue costly litigation to obtain payment of the termination fee that Parent would be required to pay us in that circumstance or pursue specific performance of the Merger Agreement and compel Parent to close, and we may be unable to obtain adequate relief.
The Merger Agreement contains provisions that limit our ability to pursue alternatives to the Merger.
Under the Merger Agreement, we are also subject to a “go-shop” and “no-shop” framework. For a limited period after signing, we may solicit, initiate or engage in discussions with third parties regarding alternative acquisition proposals. After the “go-shop” period ends, we are subject to “no-shop” provisions which prohibit us from soliciting, initiating, proposing or engaging in discussions or negotiations with respect to any alternative business combination transaction, except in limited circumstances to comply with our fiduciary duties. As described above, we are also required to pay a termination fee if we decide to pursue an alternative to the Merger. These provisions could discourage a third party that may otherwise have an interest in acquiring all or a significant part of our business from considering or proposing an acquisition, even if such third party were prepared to pay consideration with a higher value than that provided for in the Merger Agreement.
We are subject to certain restrictions on the conduct of our business under the terms of the Merger Agreement.
Under the terms of the Merger Agreement, we have agreed to certain restrictions on the operations of our business until the consummation of the Merger. We have agreed to limit the conduct of our business to actions undertaken in the ordinary course of business and, unless approved by Parent in writing, to refrain from, among other things, incurring certain debt; entering into certain material contracts; selling or transferring rights in owned real property; entering into, adopting, amending, modifying or terminating any Company employee benefit plan; increasing the compensation or employee benefits of any director or officer; paying dividends; settling certain legal proceedings; changing our methods, principles or practices of financial accounting, except as required by U.S. generally accepted accounting principles (“GAAP”) or applicable law; and incurring certain capital expenditures. Because of these restrictions, we may be prevented from undertaking certain actions with respect to the conduct of our business that we might otherwise have taken if not for the Merger Agreement.
We and our directors may be subject to litigation challenging the Merger, and an unfavorable judgment or ruling in any such lawsuit could prevent or delay the consummation of the Merger and/or result in substantial costs.
Putative stockholder complaints, including stockholder class action complaints and other demands that may be made against us or complaints that may be filed against us, our Board, parties involved in the Merger and others in connection with the transactions contemplated by the Merger Agreement, may delay or prevent the consummation of the Merger. The outcome of any such demands and complaints or any litigation is uncertain, and we may not be successful in defending against these claims. Whether or not any claims are successful, these types of demands and litigation could delay or prevent the Merger, divert the attention of our management and employees from our day-to-day business, and otherwise adversely affect our business, results of operations and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, then that injunction may delay or prevent the Merger from being completed, which may exacerbate the other risks described herein and adversely affect our business, operating results and financial condition.
Our results have been, and could continue to be, adversely affected by continued economic uncertainty, an economic slowdown or arecession, recession.or other macroeconomic factors.
Periods of economic slowdown or recession, or periods of economic uncertainty, are generally accompanied by reduced advertising spend, which has negatively impacted our business in the past. TheWhile currentinflation macroeconomichas environmentmoderated isfrom characterizedprevious bylevels, it remains above the U.S. Federal Reserve’s long-term target, and high inflation,inflation whichhas, hasin the past, increased our costs,operational costs and influenced consumer behavior. In addition, while the Federal Reserve reduced the federal funds rate in 2025, borrowing costs remain elevated interestrelative rates,to whichrecent havehistorical raisedaverages. our cost of debt. ContinuedFuture fluctuations in inflationinterest rates and interest ratesinflation are uncertain and could continue to adversely impact our reported results.
In addition, because a significant portion of our revenue is derived from local advertisers, our ability to generate revenue in specific markets and from specific verticals is directly affected by locallocal, regional and regionalspecific economicindustry conditions. InFor 2023,example, our revenue was impacted in certain of our larger U.S. markets as a result of the Hollywood labor union strikes and other specific macroeconomic trends. In addition, even thoughalthough we havecontinue recentlyto experiencedexperience growth in our Airports segment, the performance of this segment is vulnerable to fluctuations in the demand for air travel, which may be influenced by world trade policies, government-to-government relations, economic uncertainty, airplane ticket prices and passengers’ discretionary income, among other factors. A decline in economic conditions could negatively affectMoreover, our performancestrategic focus on fast-growing airports with high passenger throughput may heighten our exposure to demand fluctuations for air travel, potentially amplifying the impact on the segment’s growth trajectory and requirerequiring us to implement cost-saving or other measures. Additionally, our plans to generate revenue from non-traditional advertising verticals, such as advertisers in the cryptocurrency industry, may expose us to further external factors such as regulatory developments and public sentiment related to these industries.
Unfavorable global, regional or local economic or political conditions, such as those resulting from the events described above and from actual and potential shifts in U.S. and foreign economic and other policies; the Russia-Ukraine war, the conflicts in the Middle East, and conditions in Latin America following the recent U.S. military action in Venezuela; and events such as terrorist attacks or increased social and political turmoil and unrest also may adversely impact our results. Additionally, global trade policy remains highly uncertain. Since early 2025, the U.S. government has imposed incremental tariff rates on imports from certain foreign countries, which remain subject to negotiation, legal challenges and change. These developments, together with countermeasures adopted by many jurisdictions where our inventory is manufactured (including China and Canada), could result in increased pricing to secure, or difficulty securing, digital displays, display equipment, steel to build physical structures, LCD or LED technology, electrical supply and network connectivity components, printing services and canvas, and other materials required to provide our products and services in a timely manner; supply chain shortages; or other supply chain challenges, such as sanctions. These trade developments have resulted in isolated cost pressures for us. We cannot anticipate the impact of the current economic environment on our business, and any of the foregoing could materially harm our business.
Unfavorable global, regional or local economic or political conditions, such as those resulting from the events described above and from actual and potential shifts in the U.S. and foreign trade, economic and other policies; trade tensions between the U.S. and other countries, including imposition of increased, new and retaliatory tariffs; the Russia-Ukraine war and the conflicts in the Middle East; as well as events such as terrorist attacks or increased social and political turmoil and unrest also may adversely impact our results. We cannot anticipate the impact of the current economic environment on our business, and any of the foregoing could materially harm our business.
Our ability to service our debt obligations requires a significant amount of cash. During 2024,2025, we spent $434.5$394.4 million of cash to pay interest on our debt,debt. and weWe anticipate having approximately $394$401 million of cash interest payment obligations in 2025,2026, assuming the repayment of the term loan facility of Clear Channel International B.V. (the “CCIBV Term Loan Facility”) with proceeds from the sale of the businesses in our Europe-North segment, that we do not userefinance, the remaining proceeds from such sale to repay additional debt, and that we do not refinancerepurchase, or incur additional debt. Our significant principal and interest payment obligations reduce our financial flexibility, make us more vulnerable to changes in operating performance and economic downturns or recessions, could reduce our liquidity over time, and could negatively affect our ability to obtain additional financing in the future.
Our other cash requirements are for working capital used to fund the operations of the business and capital expenditures. We typically meet these needs through cash on hand, internally-generated cash flowgenerated from operationsoperations, and, ifwhen necessary, borrowings under our credit facilities. Our long-term future cash requirements will depend on manya variety of factors, including the growth of our business, our continued investments in digital conversions and new technologies, and the pursuit and outcome of strategic opportunities, including the completion of the sale of our Europe-North segment and the ongoing sales processes for our businessesbusiness in Spain and Brazil.the successful consummation of the Merger. Our ability to meet our cash requirements through cash from operations depends on our future operating results and financial performance. Availability of our credit facilities for working capital and other needs is limited by certain covenants under our existing indebtedness, and if we are unable to generate sufficient cash through our operations, we could face substantial liquidity problems.
The purchase price of possible asset acquisitions, capital expenditures for deployment of digital billboardsbillboards, and other strategic initiatives could require additional financing from banks or other lenders, offerings of public or private debt, equity or equity-linked securities, strategic partnerships, or a combination thereof. Additional indebtedness could increase our leverage and make us more vulnerable to adverse changes in economic or industry conditions and may limit our ability to withstand competitive pressures. The terms of our existing or future debt or equity agreements may restrict us from securing financing on terms that are acceptable to us. Furthermore, there is no assurance that we will be able to secure financing alternatives, complete liquidity-generating transactions or refinance debt in sufficient amounts or on terms acceptable to us in the future, due to market conditions, our financial condition, our liquidity constraints, or other factors that may be beyond our control. Even if financing alternatives are available, we may not find them suitable or offered at reasonable interest rates. The inability to obtain additional financing in such circumstances could have a material adverse effect on our financial condition and on our ability to meet our obligations or pursue strategic initiatives.
Pursuant to the terms of the Merger Agreement, until the Merger is consummated, or the Merger Agreement is terminated, we have restrictions on our ability to incur, assume, endorse, guarantee or otherwise become liable for any indebtedness for borrowed money. However, if the Merger is not consummated, we may obtain additional indebtedness, which could increase our leverage and make us more vulnerable to adverse changes in economic or industry conditions and may limit our ability to withstand competitive pressures. The terms of our existing or future debt or equity agreements may restrict us from securing financing on terms that are acceptable to us. Furthermore, there is no assurance that we will be able to secure financing alternatives, complete liquidity-generating transactions or refinance debt in sufficient amounts or on terms acceptable to us in the future, due to market conditions, our financial condition, our liquidity constraints or other factors that may be beyond our control. Even if financing alternatives are available, we may not find them suitable or offered at reasonable interest rates. The inability to obtain additional financing in such circumstances could have a material adverse effect on our financial condition and on our ability to meet our obligations or pursue strategic initiatives.
We may not be able to generate sufficient cash to service our substantial indebtedness, may not be able to refinance our indebtedness before it becomes duedue, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
As of December 31, 2024,2025, we had approximately $5.7$5.1 billion of total indebtedness outstanding. Our next material debt maturitymaturities isare in 20272028 when the $1.25$899.3 billionmillion aggregate principal amount of 5.125%7.750% Senior Secured Notes becomes due, assuming that we are able to completeand the sale of the businesses in our Europe-North segment and repay the $375$425.0 million under the CCIBV Term Loan Facility,Facility whichbecome would otherwise be due in 2027.due. Our substantial level of indebtedness and other financial obligations increase the possibility that we may be unable to generate cash sufficient to meet principal, interest and/or other payment obligations in respect of our indebtedness when due. We have explored,completed, and expectif tothe Merger is not consummated, we could continue to explore from time to time, a variety of transactions to improve our liquidity and/or to refinance our indebtedness, including issuing new debt to pay off more expensive debt,debt; repurchasing outstanding notes in thethrough open market purchases, privately negotiated transactions or other means with available liquidity,liquidity; and deploying the proceeds from the dispositionsdisposition of businesses,our business in Spain, if completed. We cannot assure you that we will enter into or consummate successfully any future liquidity-generating or debt-refinancing transactions, and we cannot currently predict the impact that any such transactions, if consummated, would have on us.
•Requiring us to defer planned capital expenditures, reduce discretionary spending, sell assets, restructure existing indebtednessindebtedness, or defer acquisitions or other strategic opportunities, including our ability to enter into new agreements that will require capital expenditures;
•We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal and/or interest on our indebtedness, and if our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell additional assets or operations, seek additional capital or refinance our indebtedness. Additionally, we may not be able to take any of these actions, or these actions may not be successful or permit us to meet our scheduled debt service obligations. Furthermore, these actions may not be permitted under the terms of our existing or future debt agreements.
•Our ability to refinance our debt or conduct and consummate any other debt-related capital markets transactions will depend on the condition of the capital markets and our financial condition at such time. Any such refinancing of our debt or debt-related capital markets transaction could beoccur at higher interest rates,rates increasingor may temporarily increase our interest expense payments for a fiscal period. This could materially increase our debt service obligations,obligations and may require us to comply with more onerous covenants, which could further restrict our business operations. Additionally, we may not be able to refinance our debt at all, or we may not be successful in utilizing debt refinancings or other capital markets transactions to meet our scheduled debt service obligations. Furthermore, the terms of existing or future debt instruments may restrict us from pursuing this alternative.
Any failure to make payments of interest and/or principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. If we cannot make scheduled payments on our indebtedness, we will be in default under one or more of the agreements governing our indebtedness, and as a result, we could be forced into bankruptcy or liquidation.
We are focused on driving incremental demand for sustainable long-term revenue growth while increasing operational efficienciesefficiency to enhanceimprove profitability, improve operatingstrengthen cash flowsflow and reduce leverage. Our strategy centers on three keyfour pillars: focusing on customer-centricity, accelerating our digitaltechnology transformation,capabilities, prioritizingdriving customer-centricitysales execution and drivingstrengthening executionalour excellence.balance sheet. The success of our strategy and the realization of the anticipated benefits thereof,thereof within their expected timelines, or at all, depends, in part, on our ability to modernize our solutions to be more data-driven and enhance out-of-home’sOOH’s value to attract more advertisers and capture market share from other media, to grow our digital footprint, to enhanceleverage our investments in technology offerings,to meet modern marketers’ demands, to continue to invest in digital infrastructure to automatestreamline key processes, to add sales channels and tailor our approach to serve our clients,customers, to accurately forecast customer needs, and to increase the speed, quality and repeatability of our key business processes.
Strengthening our platform’s value and growing our digital footprint depend, in part, on our ability to deliver and install digital displays in a timely and cost-effective manner, which may be impacted by various factors, including high costs or unavailability of the elements necessary for the production of displays (as a result of increased tariffs, other foreign or trade policies or agreements, or otherwise),; the complexity of the delivery and installation within transit infrastructures, including airports,airports; and increased costs of the energy necessary to power digital displays. If we fail to satisfy our contractual obligations to our customerscustomers, and if any such failures cannot be resolved, and/or if the digital display platform and/or the digital advertising displays that we provide to our customers are too costly, do not meet their expectations or are found to be defective, or if we are unable to realize the anticipated benefits of these products due to reduced market demand for these products or digital advertising generally, our business operations and financial results will suffer.
We continue to develop and work on improving our technological offerings, including RADAR,RADAR as well asand our programmatic solution.solutions. Such offerings require the successful creation, enhancement, use and adoption of innovative technology that includes hardware, software, connectivity, automation and digital solutions. As a result, we makeare significant investmentsinvesting in research and development, connectivity solutions, data securitysecurity, employee training and employeeAI. training.We These investments may not result in improvementsplan to RADAR,pilot AI-driven insights and automation within our programmatictechnological capabilitiesofferings, with the goal of improving attribution and measurement, automating routine tasks, streamlining the purchase process for our customers and attracting new verticals. However, these investments, or other technology we may create or adopt in the futurefuture, andmay not provide the anticipated benefits, may fail to result in improvements to RADAR or our programmatic capabilities, or may not provide the desired results for our clients.customers. Further, developing and incorporating AI into our business requires substantial expenditures, takes considerable time and ultimately may not be successful. See “Regulations, consumer concerns and other challenges regarding privacy, digital services, data protection and the use of artificial intelligence, or any failure to comply with these regulations, could hinder our operations or cause us to incur expenses and liabilities” for additional information on the risks related to AI. If we are not able to deliver our solutions with differentiated features and functionality, or that are cost-effective, secure and reliable, our clientscustomers may not value or adopt these solutions. In addition, if the market for programmatic out-of-homeOOH advertisementadvertising buying is still emerging and if the markets fail to develop or developdevelops more slowly than we expect,predict, or fails to capture the expected market share, our investment in programmatic solutions may not result in business from new customers. Our investment in programmatic solutions may also result in current customers shifting from our more profitable offerings into programmatic, which could also impact our financial results.
The success of our business is dependent upon our ability to obtain and renew contracts with municipalities, transit authorities and private landlords, which we may fail to obtaindo on favorable terms.terms or at all.
Our business requires us to develop and maintain strong relationships with officials, regulatory authorities and private landlords. Many of our contracts with municipalities and other authorities require us to participate in competitive bidding processes at each renewal and have revenue-share requirements, capital expenditure requirements and/or fixed payment components. Competitive bidding processes are complex and sometimes lengthy, and substantial costs may be incurred in connection with preparing bids. Our competitors, individually or through relationships with third parties, may be able to provide municipalities with different or greater capabilities, prices or benefits than we can provide. We have not been, and will not be, awarded all of the contracts on which we bid. There can be no assurance that we will win any particular bid, be able to renew existing contracts (on the same or better terms, or at all), or be able to replace any revenues lost upon expiration or completion of any particular contract. Our inability to renew existing contracts may also result in significant expenses from the removal of our displays. Furthermore, if and when we do obtain a contract, we are generally required to incur significant start-up expenses. The costs of bidding on contracts and the start-up costs associated with any new contracts we may obtain may significantly reduce our cash flow and liquidity.
•We may be unable to comply, or it may require substantial cost to comply, with various regulatory requirements and disclosure requests related to environmental, social and governance (“ESG”) standards that are required or are recommended to win certain contracts with municipalities and transit authorities in jurisdictions such as California;
Our inability to successfully negotiate, renew or complete these contracts due to third-party or governmental demands and delay,delays, and the highly competitive bidding processes for these contracts, could affect our ability to offer these products to our customers, or to offer them to our customers at rates that are competitive with other forms of advertising, without adversely affecting our financial results.
We face intense competition in the out-of-homeOOH advertising business.
The U.S. out-of-homeOOH advertising industry is fragmented and highly competitive, consisting of other large companies as well as numerous smaller, local players. We also compete with other forms of advertising, including mobile, social media, online, broadcast, cable and streaming television, radio, print, direct mail and more. Market shares are subject to change for various reasons, including through consolidation of our competitors through processes such as mergers and acquisitions, which could have the effect of reducingreduce our revenue in a specific market. Our competitors may develop technology, services or advertising media that are equal or superior to those that we provide. In addition, our competitors may significantly discount their services to improve their competitive position, which, in turn, may force us to either reduce our rates or lose a potential or existing customer. It is also possible that new competitors may emerge. Many of these competitors possess greater technical, human and other resources than we do, and we may lack sufficient financial or other resources to maintain or improve our competitive position.
Moreover, the advertiser/agency ecosystem is diverse and dynamic and also subject to consolidation. Our relationships with advertisers and agencies are subject to change, and if an advertising customer shifts its relationship to an agency with whom we do not have as strong a relationship, our business cancould be adversely affected. An increased level of competition for advertising dollars may lead to lower advertising rates as we attempt to retain customers or may cause us to lose customers to our competitors who offer lower rates that we are unable or unwilling to match.
Regulations, consumer concerns and other challenges regarding privacy, digital services, data protection and the use of artificial intelligence, or any failure to comply with these regulations, could hinder our operations.operations or cause us to incur expenses and liabilities.
We obtain certain types of information from users of our technology platforms, including, without limitation, our websites, web pages, interactive features, social media pages, mobile applications and programmatic offerings.solutions. We also obtainlicense anonymous and/or aggregated audience behavior insights, such as aggregated historical mobile location data, about consumers from vetted third-party data providers. In addition, we collect information, including personal information,PI, from our employees, our business partners and consumers who interact with the marketing content on our digital panels, including through data partner collection from cellular devices,devices and scanning QR codes and beacon technology.codes. We use and share this information from and about consumers, business partners and advertisers for a variety of business purposes. Collecting and processing information about individuals subjects us to certain privacy and data security laws and regulations, as well as risks of unauthorized access to such information.
We are subject to a number of federal, state, local and foreign laws and regulations relating to consumer protection, information security, and data protection and privacy, and we expect to be subject to additional laws in the future. In the U.S., individual states continue to enact new privacy laws and regulations. Many of these laws and regulations are evolving and could be interpreted or enforced by the courts or regulators in ways that could affect our ability to provide audience behavioral insights or monitor our business processes or otherwise harm our business. Furthermore, new regulatory approaches to privacy in public spaces by the U.S. Federal Trade Commission and other regulators, which may affect the operation of our RADAR products, are now being enforced. Any efforts required to comply with these laws and regulations and others that may be enacted may require expenditure of substantial expenses, may divert resources from other initiatives and projects, and/or could limit the services we are able to offer. In addition, changes in consumer expectations and demands regarding privacy and data protection could restrict our ability to collect, use, disclose and derive economic value from demographic and other information related to our consumers, business partners and advertisers. Such restrictions could limit our ability to offer tailored advertising opportunities to our business partners and advertisers, and privacy activist interpretation of our activities could damage our reputation.
In addition, we areutilize exploringcommercially theavailable usethird-party ofAI artificialtools intelligenceto (“AI”),assist whichour technology team with software code development. Further, we defineare asintroducing machine-basedAI-enabled systems that can make predictions or recommendations,tools to enhancesupport sales planning, client engagement and operational efficiencyworkflows, including automating marketing and supportcreative decision-making across key areas of our business. Our current exploratory use of AI includes the testing of ChatGPTworkflows and Copilot.routine administrative activities. As the use of AI is a novel business model without an established track record, any issues related to data sourcing, technology, integration andor process issues,processes; program bias intoin decision-making algorithms,algorithms; concerns over intellectual property,property; the evolving regulatory landscape,landscape; security problems,problems; andor the protection of privacy could impair the adoption and acceptance of AI solutions and expose us to new risks. Furthermore, if any sensitive information were to be input into a third-party generative AI platform, it could be leaked or disclosed to others, including if sensitive information is used to train the third party’s model.
If our security measures are breached, we could lose valuable information, suffer disruptions to our business, and incur expenses and liabilities, including damage to our relationships with customers and business partners.partners, and incur expenses and liabilities.
Although we maintain a cybersecurity program, no security measures are perfect and impenetrable, and we,We, and outside parties we interact with, may be unable to anticipate or prevent unauthorized access ofto our websites, digital assets, proprietary business information and any information, including PI that we collect and share with others. Moreover, our systems, servers and platforms are vulnerable to computer viruses, physical or electronic break-insbreak-ins, and similar disruptions that our security measures may not detect, which could cause interruptions or slowdowns of our digital display systems, delays in communication or loss of data and slowdown or unavailability of our client-facingcustomer-facing or internal platforms. A cyber incident may be due to the actions of outside parties, employee error, malfeasance or a combination of these or other actions. The risk of a security breach or disruption, particularly through cyber-attacks or cyber intrusions, including by computer hackers, nation-state-affiliated actors and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased as well. The rapid evolution of AI ishas only expected to increaseincreased the frequency and complexity of cyber-attacks and cyber intrusions. We have experienced, and may in the future experience, whether directly or through our supply chain partners, cybersecurity incidents. We have been, and expect to continue to be, the target of fraudulent calls, emails and other forms of fraudulent activities and have experienced security breaches. Future cybersecurity incidents, including breaches, could have a material impact on our business, operations and reputation.reputation or subject us to material liabilities.
If an actual or perceived breach of our security occurs, our digital display systems and other business assets could suffer disruption, and we could lose competitively sensitive business information and intellectual property or lose control of our information processes or internal controls. In addition, the public perception of the effectiveness of our security measures or services could be harmed, and we could lose employees, customers, consumers and business partners as a result thereof. In the event of a security breach, we could suffer financial exposure in connection with demands from perpetrators, penalties and fines, remediation efforts, investigations and legal proceedingsproceedings, and changes in our security and system protection measures. Additionally, cybersecurity has become a top priority for regulators around the world, and every state in the U.S. and most other countries have laws in place requiring companies to notify users if there is a security breach that compromises certain categories of their PI, or to notify governmental agencies and/or disclose to investors if there have been material cybersecurity breaches or incidents. Any failure or perceived failure by us to comply with these laws, rules and regulations may subject us to significant regulatory fines and private litigation, any of which could harm our business.
Government regulation of out-of-homeOOH advertising may restrict our out-of-homeOOH advertising operations.
U.S. federal, state and local regulations have a significant impact on the out-of-homeOOH advertising industry and our business. One of the seminal laws for our business is the HBA,Highway Beautification Act, which regulates out-of-homeOOH advertising on controlled roads in the U.S., including billboard size and placement. All states have passed billboard control statutes and regulations generally governing the construction, repair, maintenance, upgrade, lighting, height, size, spacing, placement and permitting of out-of-homeOOH advertising structures. Internationally,Foreign countries where we operate have similar regulations. Many of these regulations also govern the development of new out-of-homeOOH locations and address the use of new technologies for changing displays, including digital displays, with some existing U.S. and international regulations restricting or prohibiting their use. Due to such regulations, it has become increasingly difficult to develop new out-of-homeOOH advertising locations.
Our failure or perceived failure to comply with these or any future regulations, including those that may regulate the energy consumption affiliatedassociated with the operation of advertising structures, could have an adverse impact on the effectiveness of our displays or their attractiveness to customers as an advertising medium.
From time to time, certain state and local governments and third parties have attempted to force the removal of our displays under various state and local laws, including zoning ordinances, permit enforcement and condemnation, and some such efforts have been successful. Similar risks also arise in certain of the international jurisdictions in which we operate.
Management's Discussion & Analysis (MD&A)
New heading “Pending Take-Private Merger”
New heading “2025 Compared to 2024”
New heading “2024 Compared to 2023”
New heading “2025 Debt Activity”
New heading “2024 Debt Activity”
Removed heading “Impairment Charges”
Removed heading “Other Results of Operations”
Removed heading “Site Lease Expense”
Removed heading “Interest Payments”
Removed heading “Principal Payments”
Removed heading “Senior Secured Credit Agreement Financial Covenant”
Removed heading “Impact of Discontinued Operations on First Lien Net Leverage Ratio”
Removed heading “First Lien Net Debt”
Removed heading “Long-lived Assets”
Removed heading “Litigation Accruals”
Largest changes
“However, our ability to meet these cash requirements through cash from operations will depend on our future operating results and financial performance, which are subject to significant uncertainty and may be affected by events beyond our control, including macro-economic conditions, interest rates, inflation, increased tariffs and retaliatory trade policies, and geopolitical events such as the ongoing conflicts in Ukraine and the Middle East. For additional details about our market risks, please refer to Item 7A of this Annual Report on Form 10-K. …”see in full comparison
“As defined in the Senior Secured Credit Agreement, our EBITDA for the preceding four quarters of $482.7 million is calculated as operating income from continuing operations before depreciation, amortization, impairment charges and share-based compensation, further adjusted for unusual or nonrecurring gains, losses, charges or expenses, including restructuring, redundancy or severance expenses and one-time compensation charges, and various other items.”see in full comparison
“We believe that our sources of liquidity will be adequate to meet our long-term cash requirements. However, our ability to meet these requirements through cash from operations will depend on our future operating results and financial performance, which are subject to uncertainty and may be affected by factors beyond our control, including macroeconomic conditions, interest rates, the closing of the Merger, inflation, global trade policies and geopolitical developments. For additional information regarding these risks, refer to Item 1A and Item 7A of this Annual Report on Form 10-K. …”see in full comparison
“While inflation, interest rates and market conditions have impacted our operations in recent years, we are closely monitoring additional macroeconomic uncertainties that could affect our business. These include potential changes in trade policies, such as new tariffs, and fluctuations in energy prices, which may increase operational costs. While these factors remain uncertainties, we do not currently anticipate a material adverse impact on our operations.”see in full comparison
“Senior Secured Credit Agreement Financial Covenant”see in full comparison
“We did not recognize any impairment charges related to our continuing operations in 2024 or 2023. In 2022, we recognized impairment charges of $22.7 million in our America segment, including $21.8 million on indefinite-lived permits due to rising interest rates and inflation, and $0.9 million on permanent easements as a result of our annual impairment test.”see in full comparison
Full comparison: every changed paragraph (220)
We generate revenue by selling advertising on the out-of-home displays we own or operate, including roadside billboards, street furniture and airport displays, using both digital and printed formats.
We operate two reportable business segments: America, which includes our U.S. roadside billboard and street furniture operations, and Airports, which includes our U.S. and Caribbean airport advertising operations. Our remaining operations in Singapore are reported as “Other.” For additional information about our segments, refer to Note 4 to our Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.
As part of strategic actions taken in prior periods to optimize our portfolio and focus on U.S.-based operations, substantially all of our historical international operations have been exited or, in the case of our operations in Spain, are classified as held for sale, and are reported as discontinued operations for all periods presented. The discussion below summarizes the international dispositions executed as part of this strategy.
Pending Take-Private Merger
On February 9, 2026, we entered into the Merger Agreement with Parent and Merger Sub, pursuant to which the Company is expected to be acquired by an investor consortium comprised of affiliates and/or certain investment funds advised by Mubadala Capital, in partnership with TWG Global. Under the terms of the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent.
Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of our common stock that is issued and outstanding as of immediately prior to the Effective Time (other than shares held by the Company as treasury stock, by Parent or any of its subsidiaries, or for which appraisal rights have been properly exercised in accordance with Delaware law) will be automatically canceled, extinguished and converted into the right to receive cash in an amount equal to $2.43, without interest thereon. Upon consummation of the Merger, we will become a privately held company, and our common stock will no longer be listed on any public market.
The Merger is expected to close by the end of the third quarter of 2026, subject to the satisfaction of certain customary closing conditions, including receipt of required stockholder and regulatory approvals. These approvals include expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act and review by the Committee on Foreign Investment in the United States. There can be no assurance that the required approvals will be obtained or that the Merger will be completed on the expected timeline or at all. The closing of the Merger will not occur prior to March 26, 2026, without the prior written consent of Parent. Until the Merger is consummated or the Merger Agreement is terminated, we are subject to certain restrictions on the conduct of our business, which may limit our ability to pursue certain strategic initiatives, capital allocation decisions or other actions that we might otherwise undertake.
Under the terms of the Merger Agreement, if the agreement is terminated under certain specified circumstances, including in connection with the Company entering into a definitive agreement relating to an alternative business combination transaction that constitutes a superior proposal (as defined in the Merger Agreement), the Company may be required to pay Parent a termination fee of $39.8 million, or $19.9 million if such termination occurs during the “go-shop” period (as defined in the Merger Agreement). In addition, Parent may be required to pay the Company a termination fee of $92.9 million if the Merger Agreement is terminated under certain other circumstances.
The pending Merger introduces uncertainty regarding our future operations, strategic direction and capital structure. While management continues to operate the business in the ordinary course, the outcome and timing of the Merger may affect our financial condition, liquidity planning and strategic priorities. For a more complete discussion of the risks and uncertainties associated with the Merger, refer to Item 1A of this Annual Report on Form 10-K.
The foregoing discussion is intended to provide an overview of the pending transaction. Additional details regarding the Merger Agreement are described in Item 1 and in the Merger Agreement filed as an exhibit to this Annual Report on Form 10-K.
As a result of strategic actions to optimize our portfolio and focus on U.S.-based operations, we now operate two reportable business segments: America (U.S. operations excluding airports) and Airports (U.S. and Caribbean airport operations), with our remaining operations in Singapore reported as “Other.”
Previously, we operated four reportable segments: America, Airports, Europe-North (operations in the U.K., the Nordics, and other northern and central European countries), and Europe-South (operations in Spain and, until their sales in 2023, Switzerland, Italy and France). Operations in Latin America (Mexico, Brazil, Chile and Peru) and Singapore, which have not been material to our overall business, were reported as “Other.”
In 2023, we classified our Europe-South segment as discontinued operations and completed the sale of these operations, except for the Spanish business, which remains held for sale. As of December 31, 2024, we also classified our Europe-North segment and Latin American businesses as discontinued operations. Accordingly, these businesses are reported as discontinued operations in the financial statements included in this Annual Report on Form 10-K for all periods presented, resulting in changes to the presentation of certain prior period amounts.
For further details on our segments, refer to Note 4 to our Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.
Since Decemberlate 2021, we have been evaluatingpursued strategic alternativesactions forto simplify our internationaloperating operations,structure including potential divestitures, as part of a broader strategy toand focus on growing our more profitable U.S. operations, with the objective of improving our organic cash flow and reducing leverage.
InDuring 2023, we completed the sales of our businesses in Switzerland, Italy and France,France. onIn Marchthe 31,first Mayquarter 31,of 2025, we completed the sale of our businesses in Mexico, Peru and OctoberChile, 31,followed respectively. We usedby the sale of our former Europe-North segment businesses, and in the fourth quarter of 2025, we completed the sale of our business in Brazil. The net proceeds from these sales,completed aftertransactions paymentwere ofused transaction-related fees and expenses,primarily to improve liquidity andliquidity, increase financial flexibility ofand thereduce businessindebtedness, as permitted under our debt agreements.agreements, including the full repayment of the CCIBV Term Loan Facility.
In May 2023, we entered into an agreement to sell our business in Spain. The buyer terminated this agreement in October 2024 due to commitments required by the regulatory authority. We have since resumed the sales process and marketing efforts for this business.
OnIn January 8,September 2025, we entered into a definitive agreement to sell theour businessesremaining discontinued operations in our Europe-North segment to Bauer Radio Limited, a subsidiary of Bauer Media Group,Spain for a purchase price of $625approximately $135.1 million, based on the prevailing exchange rate as of December 31, 2025, subject to certain customary adjustments. The transaction is expected to close in 2025,the first half of 2026, upon satisfaction of regulatory approvals.approval, Weand willwe intend to use the anticipated net proceeds from the sale, after payment of transaction-related fees and expenses, to prepayfurther inreduce fulloutstanding debt, subject to the outstandingstatus CCIBVand termoutcome loans inof the principalpending amount of $375 million, plus any accrued interest. We expect to use the remaining net proceeds primarily to repay additional debt and/or for other purposes permitted under the agreements governing the remainder of our indebtedness.Merger.
For additional information regarding these transactions, refer to Note 3 to our Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.
On February 5, 2025, we completed the sale of our businesses in Mexico, Peru and Chile to Global Media US LLC in a simultaneous sign-and-close transaction. We received $20 million in cash at closing and are eligible to receive an additional $1.25 million earn-out, with the consideration subject to further customary adjustments. We intend to use the net proceeds from the sale to improve our liquidity position.
The sales process for our remaining European and Latin American businesses in Spain and Brazil are ongoing. While we cannot guarantee the completion of any transactions, we currently expect these sales to occur within the next year, subject to the satisfaction of regulatory approvals and other closing conditions, if applicable.
Macroeconomic conditions have influenced our operating results and financial condition in recent years. During 2025, inflation moderated from previous elevated levels but remained above the U.S. Federal Reserve’s long-term target. While this moderation eased certain cost pressures, inflation and broader economic conditions continue to influence our operating costs, and the future impact of any changes remains uncertain.
Interest rates also declined during 2025 following actions by the U.S. Federal Reserve; however, borrowing costs remain elevated relative to recent historical averages, which has impacted, and may continue to impact, our cost of debt and overall financing environment.
Advertising demand is sensitive to broader economic conditions, as spending on out-of-home advertising generally correlates with changes in gross domestic product. While macroeconomic uncertainty affected advertising demand in certain markets in prior periods, demand across our portfolio remained resilient during 2025. In addition, high numbers of air-travel passengers contributed to our strong performance in our Airports segment.
We also continue to monitor macroeconomic uncertainties related to global trade and tariff policies. During 2025, changes in trade policies and the expansion of certain tariffs resulted in isolated cost increases for certain materials and components used in our operations. Although we have not experienced a material adverse impact from these developments to date, future changes in trade policies could affect our operating costs or supplier arrangements, and the longer-term effects remain uncertain.
We believe we are positioned to manage these uncertainties through ongoing cost discipline and liquidity management. For additional discussion of market risks and related uncertainties, refer to Item 1A and Item 7A of this Annual Report on Form 10-K.
In recent years, global inflation increased, peaking in the U.S. in 2022. In response, the U.S. Federal Reserve raised interest rates significantly in 2022 and 2023, increasing our weighted average cost of debt. Although inflation has slowed and the Federal Reserve reduced the federal funds rate in 2024, inflation remains moderately elevated, and higher interest rates continue to affect our cost of debt. Future fluctuations in these economic indicators remain uncertain for 2025 and beyond. For further discussion of market risks, refer to Item 7A of this Annual Report on Form 10-K.
Our segment results are also impacted by economic conditions in the markets and industries in which we operate, as advertising revenue is highly correlated with changes in gross domestic product. In 2023, we experienced revenue weakness in certain of our larger U.S. markets, particularly in California, due to specific macroeconomic trends that led to lower spend on out-of-home advertising in these markets. However, improved conditions, along with increased demand and digital deployments, have contributed to revenue growth in our America segment in 2024. Additionally, continued growth in the travel industry has been a driver of strengthened performance in our Airports segment, as record-breaking daily passenger volumes through U.S. airports contributed to revenue growth in 2024.
While inflation, interest rates and market conditions have impacted our operations in recent years, we are closely monitoring additional macroeconomic uncertainties that could affect our business. These include potential changes in trade policies, such as new tariffs, and fluctuations in energy prices, which may increase operational costs. While these factors remain uncertainties, we do not currently anticipate a material adverse impact on our operations.
Over the past several years, we have taken significant actions to strengthen our capital structure. During 2025, we materially reduced outstanding debt and extended our debt maturity profile through a combination of business sales, debt repayments and refinancing transactions.
In 2025, we used net proceeds from business sales and cash on hand to reduce our outstanding indebtedness by approximately $605 million. These actions included the full prepayment of the $375.0 million CCIBV Term Loan Facility and the repurchase of $229.7 million of our senior unsecured notes in open-market transactions. Collectively, these actions reduced total debt outstanding and lowered future interest obligations.
In addition, we amended our receivables-based and senior secured credit facilities to, among other things, extend the maturity dates of the related credit facilities and adjust revolving credit commitments, as well as refinanced $2.0 billion of our senior secured notes with longer-dated notes. As a result, we extended our debt maturity profile and improved near-term liquidity. Following these transactions, we have no significant debt maturities until 2028.
These actions build upon transactions completed in 2024, including debt issuances and refinancings, which together helped reposition our capital structure and reduced near-term refinancing risk.
In June 2023, we amended our Receivables-Based Credit Facility to extend its maturity date to August 2026 and our Revolving Credit Facility to extend the maturity of a substantial portion of the commitments thereunder to August 2026. Additionally, the aggregate revolving credit commitments under each facility were revised.
In August 2023, we issued $750.0 million aggregate principal amount of 9.000% Senior Secured Notes Due 2028 (the “CCOH 9.000% Senior Secured Notes”) and used a portion of the net proceeds to prepay $665.0 million of outstanding principal on the Term Loan Facility, which we repurchased at a discount.
In September 2023, we repurchased in the open market $5.0 million principal amount of 7.750% Senior Notes Due 2028 (the “CCOH 7.750% Senior Notes”) and $10.0 million principal amount of 7.500% Senior Notes Due 2029 (the “CCOH 7.500% Senior Notes” and, together with the CCOH 7.750% Senior Notes, the “CCOH Senior Notes”) at a discount. The repurchased notes are held by a subsidiary of the Company and have not been cancelled.
In March 2024, we issued $865.0 million aggregate principal amount of 7.875% Senior Secured Notes Due 2030 (the “CCOH 7.875% Senior Secured Notes”) and used a portion of the proceeds to prepay $835.0 million of borrowings outstanding under our Term Loan Facility. At the same time, we amended our Senior Secured Credit Agreement to refinance the $425.0 million remaining principal balance on the Term Loan Facility and to extend its maturity date from 2026 to 2028, subject to certain conditions.
In March 2024, our indirect wholly-owned subsidiary, Clear Channel International B.V. (“CCIBV”), entered into a credit agreement comprising two tranches of term loans (the “CCIBV Term Loan Facility”) totaling an aggregate principal amount of $375.0 million, which mature in 2027, and used the proceeds therefrom to redeem all of the outstanding 6.625% Senior Secured Notes Due 2025 (the “CCIBV Senior Secured Notes”).
Collectively, the transactions from March 2024 are referred to as the “March 2024 Debt Transactions.” For additional details,information pleaseregarding our debt arrangements and related transactions, refer to Note 6 to our Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.
•Our operating segment profit measure is Segment Adjusted EBITDA, which is calculated as revenue less direct operating expenses and selling, general and administrative expenses, excluding restructuring and other costs. Restructuring and other costs are defined as costs associated with cost-saving initiatives such as severance, consulting andconsulting, termination costs and other special costs.
•Corporate expenses, depreciation and amortization, impairment charges, other operating income and expense, non-operating income and expenses, and income taxes are managed on a total company basis andand, accordingly, are thereforeincluded only included in our discussion of consolidated results of continuing operations.
•Results of discontinued operations are presented and discussed separately from the results of continuing operations.below.
2025 Compared to 2024
Consolidated revenue increased by $98.9 million, or 6.6%, in 2025 compared to 2024, reflecting growth across both segments. Growth in the America segment primarily reflected revenue generated under the roadside billboard contract with the New York Metropolitan Transportation Authority (“MTA”), which commenced in November 2024, and, to a lesser extent, improved performance in the San Francisco/Bay Area market. Growth in the Airports segment reflected strong advertising demand across major airports.
Consolidated revenue growth was primarily attributable to higher digital revenue, reflecting the addition of new digital inventory and increased advertiser demand. The table below provides additional information on consolidated digital revenue.
Consolidated revenue increased by $71.0 million, or 5.0%, in 2024 compared to 2023, driven by higher demand and our continued investment in digital infrastructure. Growth in both the Airports and America segments was partially offset by lower revenue in Singapore due to the loss of a contract.
In 2023, consolidated revenue increased by $52.6 million, or 3.8%, compared to 2022. Growth in the Airports segment, driven by higher demand and our investment in digital infrastructure, was partially offset by lower revenue in the America segment, which was impacted by weaknesses in the San Francisco/Bay Area market and the Media/Entertainment vertical.
The table below provides information on consolidated digital revenue:
Consolidated direct operating expenses increased by $20.2 million, or 3.1%, in 2024 compared to 2023. Site lease expense increased primarily due to higher revenue and lower rent abatements, but these increases were partially offset by the impact of the contract loss in Singapore and the renegotiation of a large contract in the America segment. The remaining increase in consolidated direct operating expenses was primarily due to higher production, installation and maintenance costs associated with revenue growth.
In 2023, consolidatedConsolidated direct operating expenses increased by $71.6$67.4 million, or 12.2%,9.9%, in 2025 compared to 2022,2024, primarily driven by higher site lease expenseexpense, resultingreflecting fromthe impact of the MTA contract, higher rent associated with increased advertising revenue, and, to a lesser extent, lower rent abatements,abatements. Rent abatements in prior periods were non-recurring and neware andnot amendedexpected contracts.to continue.
The table below provides additional information abouton certain drivers of consolidated direct operating expenses:expenses.
SG&A expenses primarily consist of employee-related costs for sales, marketing, segment leadership and support functions, as well as other costs forassociated marketing,with those functions, including sales and marketing-related expenses, facilities, information technology,technology and other general expenses.
Consolidated SG&A expenses increased by $17.4 million, or 7.4%, in 2024 compared to 2023, mainly due to higher employee compensation costs, driven by higher variable-incentive compensation, increased sales headcount and pay increases. Additionally, property tax expense was lower in the prior year due to a $4.7 million refund from a legal tax settlement.
In 2023, consolidatedConsolidated SG&A expenses increased by $4.2$9.5 million, or 1.8%,3.7%, in 2025 compared to 2022,2024, largelyprimarily driven by higher employee compensation, partiallyreflecting offsetsales-driven byincentives theand $4.7increased millionheadcount, propertypay taxand refund.related benefit costs.
The table below provides thesummarizes restructuring and other costs included within consolidated SG&A expenses:expenses.
Corporate expenses decreased by $16.0 million, or 12.6%, in 2025 compared to 2024, primarily due to the receipt of $10.1 million in insurance proceeds related to the ongoing recovery of certain amounts previously incurred in connection with a resolved legal matter. These proceeds are reflected in “Restructuring and other costs (reversals), net” in the table below.
The decrease also reflects the absence of certain prior-year legal costs related to property and casualty settlements and lower employee compensation, largely related to insurance benefits. Excluding share-based compensation, these underlying cost decreases totaled $7.7 million.
Corporate expenses decreased by $2.3 million, or 1.8%, in 2024 compared to 2023, due to a $19.0 million legal liability recorded in 2023 for the resolution of the investigation of our former indirect, non-wholly-owned subsidiary, Clear Media Limited (“Clear Media”). This decrease was largely offset by higher employee compensation costs, including share-based compensation, insurance benefits, bonuses and pay increases, and certain legal costs related to property and casualty settlements. Excluding share-based compensation, these cost increases totaled $12.0 million for the year.
In 2023, corporate expenses increased by $10.5 million, or 8.8%, compared to 2022, primarily driven by legal liabilities recorded for the resolution of the investigation of Clear Media.
The table below provides additional information abouton certain drivers of corporate expenses:expenses.
What changed in the latest 10-Q
Risk Factors
Information regarding our risk factors is disclosed in Item 1A of the 2025 Form 10-K.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Completed Spain Business Disposition”
New heading “Gain on Extinguishment of Debt”
New heading “Pending Merger-Related Debt Actions”
Removed heading “Held-for-Sale Operations”
Largest changes
“These forward-looking statements, including expectations and projections about future matters, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.”see in full comparison
These forward-looking statements, including expectations and projections about future matters, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. We caution that such statements involve numerous risks and uncertainties and are subject to factors that could impact our future performance. These statements are based on management’s views and assumptions as of the date they are made and are not guarantees of future performance. Actual future events and results may differ materially from the expectations reflected in our forward-looking statements. We do not undertake any obligation to update forward-looking statements, except as required by law.see in full comparison
Full comparison: every changed paragraph (72)
We operate two reportable segments: America, which includes our U.S. roadside billboard and street furniture advertising operations, and Airports, which includes our U.S. and Caribbean airport advertising operations. Our remaining operations in Singapore are reported as “Other.” Our other historical international operations have been exited and are reported as discontinued operations for all periods presented.
Completed Spain Business Disposition
Substantially all of our historical international operations have been exited or, in the case of our operations in Spain, are classified as held for sale, and are reported as discontinued operations for all periods presented.
Held-for-Sale Operations
InOn 2025,August 4, 2026, we enteredcompleted intothe asale definitive agreement to sellof our business in Spain for an aggregatea purchase price of €115approximately million,$132.3 million. Final net proceeds remain subject to certain customary adjustments.post-closing Theadjustments transaction is expected to close inand the second quarterpayment of 2026,transaction-related uponfees satisfactionand of required regulatory approvals.expenses. We intend to use the anticipated net proceeds from the sale, after payment of transaction-related fees and expenses, to further reduce our outstanding debt, subject to the outcome of the Merger described below.
On February 9, 2026, we entered into the Merger Agreement with Parent and Merger Sub, pursuant to which the Company is to be acquired by an investor consortium comprised of affiliates and/or certain investment funds advised by Mubadala Capital, in partnership with TWG Global.Capital. Under the terms of the Merger Agreement, the consortium will acquire all outstanding shares of our common stock (subject to certain exceptions), with our common stockholders receiving $2.43 per share in cash. The Merger is expected to close by the end of the third quarter of 2026, subject to the satisfaction of remaining customary closing conditions, including receipt of required stockholder and regulatory approvals. If the Merger is consummated, our common stock will no longer be listed for trading on any public market. Refer to Note 1 to our Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information regarding the Merger.
Macroeconomic conditions influence our operating results and financial condition. Inflation remains above the U.S. Federal Reserve’s long-term target and has exhibitedremained increased volatilityvolatile in recent periods, including as a result of fluctuations in energy prices and broader geopolitical developments. While the Federal Reserve reduced target interest rates declinedin inlate 2025, theyit maintained those rates during the first half of 2026. Market interest rates remain above recent historical averages and continue to be subject to market volatility, resulting in elevated borrowing costs that impact our cost of debt and overall financing environment.
We continue to monitor developments related to global trade and tariff policies. RecentChanges policyin actionstrade policy, including tariffs and related legal and regulatory developments, astogether well aswith ongoing geopolitical tensions, including in the Middle East, have contributed to an evolving trade and supply chain environment. While we have not experienced a material impact to date, these dynamics have resulted in isolated cost pressures for certain materials and components used in our operations, and future changes could affect our operating costs, supply chain arrangements and pricing.
Advertising demand is sensitive to broader economic conditions, as spending on out-of-home advertising generallyhas correlateshistorically correlated with overall economic activity, including changes in gross domestic product. WhileDespite increased macroeconomic conditionsuncertainty induring earlythe 2026first havehalf becomeof more uncertain,2026, demand across our portfolio has remained relatively resilient. However, continued economic uncertainty or a slowdown inslower economic activitygrowth could adversely impact advertiser spending in future periods.
Consolidated revenue increased by $39.7$35.2 million, or 11.9%,8.7%, for the three months ended MarchJune 31,30, 2026, and by $74.9 million, or 10.2%, for the six months ended June 30, 2026, compared to the same periodperiods in 2025. The increaseincreases wasreflected drivenincreased byadvertising strongeractivity performanceassociated in bothwith the America2026 FIFA World Cup and Airportsstrong segments, led by significant growthperformance in the San Francisco Bay Area, reflectingdriven strongby continued demand from technology advertisers andand, for the six-month period, the impact of Super Bowl LX.
Revenue growth in both periods was driven by bothhigher digital and print and digitaldisplay advertising revenue. The table below provides information on consolidated digital revenue.
Consolidated direct operating expenses increased by $11.6$10.6 million, or 6.9%,5.7%, for the three months ended MarchJune 31,30, 2026, and by $22.2 million, or 6.3%, for the six months ended June 30, 2026, compared to the same periodperiods in 2025. The increaseincreases waswere primarily driven by higher site lease expense, reflecting higher costs associated with increased advertising revenue, as well as new and renewed contracts.
Consolidated SG&A expenses increased by $2.9$4.3 million, or 4.6%,6.5%, for the three months ended MarchJune 31,30, 2026, and by $7.2 million, or 5.6%, for the six months ended June 30, 2026, compared to the same periodperiods in 2025. The increaseincreases waswere primarily driven by higher employee compensation andexpense, creditreflecting lossincreased expense,incentive-based pay, partially offset by lower payment processing fees.
Corporate expenses increased by $5.5 million, or 17.5%, for the three months ended June 30, 2026, and by $16.5 million, or 32.4%, for the six months ended June 30, 2026, compared to the same periods in 2025.
The increase for the three-month period was primarily driven by higher employee compensation expense, including higher bonus and insurance benefit costs.
CorporateThe expenses increased by $11.0 million, or 55.8%,increase for the three months ended March 31, 2026, compared to the samesix-month period in 2025. The increase was primarily driven by the non-recurrence of $9.9$10.1 million of insurance proceeds recognized in the prior-year period related to the ongoing process to recover certain amounts previously incurred in connection with a resolved legal matter. These proceeds are reflected in “Restructuring and other costs (reversals), net” in the table below. The remaining increase primarily reflectsreflected higher employee compensation relatedexpense, toincluding higher insurance benefits.benefit costs and higher bonus expense.
Depreciation and amortization decreased by $1.5$2.1 million, or 3.4%,4.8%, for the three months ended MarchJune 31,30, 2026, and by $3.6 million, or 4.1%, for the six months ended June 30, 2026, compared to the same periodperiods in 2025. TheThese decreasedecreases waswere primarily driven by higher depreciation expense in the prior-year period related to certain assets that have since become fully depreciated.
Other operating expense, net, was $15.3$5.0 million and $20.4 million for the three and six months ended MarchJune 31,30, 2026, respectively, compared to other operating income, net, of $5.8$0.3 million and $6.1 million for the samethree periodand insix 2025.months ended June 30, 2025, respectively. The changeyear-over-year waschanges were primarily driven by transaction costs incurred in the current-year periodperiods related to the Merger andand, to a lesser extent, by lower net gains on the dispositionsale or disposal of operating assets compared to the prior-year period.periods. Refer to Note 11 to our Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information.
Interest expense, net, decreasedincreased by $0.9$3.0 million duringand $2.1 million for the three and six months ended MarchJune 31,30, 2026, respectively, compared to the same periodperiods in 2025. The decreaseincreases waswere primarily driven by higher interest expense associated with the August 2025 senior secured notes refinancing, partially offset by lower interest expense associatedresulting withfrom reduced outstanding debt balances following the repurchase of a portion of our senior unsecured notes in 2025, partially offset by higher interest expense associated withduring the Augustsecond 2025quarter seniorof secured notes refinancing.2025.
Gain on Extinguishment of Debt
During the three and six months ended June 30, 2025, we recognized a gain on extinguishment of debt of $28.8 million related to the repurchase of a portion of our senior unsecured notes in open-market transactions at a discount.
The effective tax rates for continuing operations for the three and six months ended MarchJune 31,30, 2026 were (3.1)% and 202512.5%, wererespectively, 15.1%compared to 41.7% and (2.213.2)%,% for the three and six months ended June 30, 2025, respectively. The effective tax rates were primarily driven by changes in the valuation allowance on deferred tax assets related to interest expense carryforwards.
America revenue increased by $21.2 million, or 7.0%, for the three months ended June 30, 2026, and by $45.5 million, or 8.2%, for the six months ended June 30, 2026, compared to the same periods in 2025. The increases reflected increased advertising activity associated with the 2026 FIFA World Cup and significant growth in the San Francisco/Bay Area market, driven by continued demand from technology advertisers and, for the six-month period, the impact of Super Bowl LX, as well as stronger performance across a broad base of other markets.
America revenue increased by $24.3 million, or 9.6%, for the three months ended March 31, 2026, compared to the same period in 2025. The increase was driven by stronger performance across a broad base of markets, led by a significant increase in the San Francisco/Bay Area market, which reflected strong demand from technology advertisers and the impact of Super Bowl LX.
By sales channel, revenue growth reflected continued strength in local advertising sales. National sales accounted for 31.1%33.9% and 34.3%33.7% of America revenue for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and 32.6% and 34.0% for the six months ended June 30, 2026 and 2025, respectively, with the remainder derived from local sales.
America direct operating expenses increased by $5.8$2.4 million, or 5.2%,2.0%, for the three months ended MarchJune 31,30, 2026, and by $8.3 million, or 3.5%, for the six months ended June 30, 2026, compared to the same periodperiods in 2025. The increaseincreases waswere primarily driven by higher site lease expense, reflecting higher variable site lease costs associated with increased revenue.
America SG&A expenses increased by $1.8$4.0 million, or 3.4%,7.3%, for the three months ended MarchJune 31,30, 2026, and by $5.9 million, or 5.4%, for the six months ended June 30, 2026, compared to the same periodperiods in 2025. The increaseincreases waswere primarily driven by higher employee compensation,compensation expense, reflecting increased incentive-based pay, and higher credit loss expense, largely related to a specific reserve. This was partially offset by lower payment processing fees.
(1)Includes restructuring and other costs that are excluded from Segment Adjusted EBITDA.
Airports revenue increased by $15.2$13.9 million, or 19.1%,14.0%, for the three months ended MarchJune 31,30, 2026, and by $29.2 million, or 16.2%, for the six months ended June 30, 2026, compared to the same periodperiods in 2025. The increaseincreases wasreflected primarilyincreased drivenadvertising byactivity strongerassociated with the 2026 FIFA World Cup and strong performance at San Francisco International Airport, reflectingdriven by continued demand from technology advertisers and, for the six-month period, the impact of Super Bowl LX, higher demand from technology advertisersLX and increased conferenceconference-related advertising activity.
By format, revenue growth was primarily driven by bothhigher digital and print advertising revenue.sales. The table below provides additional information on Airports digital revenue.
By sales channel, revenue growth wasreflected primarilycontinued drivenstrength byin local salesadvertising growth.sales. National sales accounted for 58.4%57.8% and 64.6%59.3% of Airports revenue for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and 58.1% and 61.6% for the six months ended June 30, 2026 and 2025, respectively, with the remainder derived from local sales.
Airports direct operating expenses increased by $5.7$8.1 million, or 10.1%,12.5%, for the three months ended MarchJune 31,30, 2026, and by $13.8 million, or 11.4%, for the six months ended June 30, 2026, compared to the same periodperiods in 2025. The increaseincreases waswere primarily driven by higher site lease expense, reflecting higher minimum guaranteed payments under certain airport contracts, including increases based on prior-period performance, and the renewal of the contract with the Metropolitan Washington Airports Authority.
Airports SG&A expenses increased by $1.0$0.3 million, or 10.2%,2.7%, for the three months ended MarchJune 31,30, 2026, and by $1.3 million, or 6.3%, for the six months ended June 30, 2026, compared to the same periodperiods in 2025. The increaseincreases reflectswere primarily driven by higher credit loss expense and employee compensation,compensation includingexpense, reflecting increased incentive-based pay.pay, partially offset by lower payment processing fees.
Discontinued operations for the three and six months ended June 30, 2026 reflect only our former business in Spain, while discontinued operations for the three and six months ended June 30, 2025 also reflect our former Europe-North segment and Latin American businesses through their respective dates of sale.
Income from discontinued operations was $1.5$5.0 million for the three months ended MarchJune 31,30, 2026, compared to $118.5$4.3 million infor the same period in 2025. The prior-yearyear-over-year incomeincrease was primarily driven by athe $139.6$7.6 million gainloss fromon sold and held-for-sale businesses included in the prior-year period, primarily related to a fair value adjustment associated with our former Brazil business. This increase was partially offset by lower net gains on the sale or disposal of ouroperating formerassets Europe-Northcompared segmentto andthe Latinprior-year American businesses.period.
Income from discontinued operations was $6.5 million for the six months ended June 30, 2026, compared to $122.8 million for the same period in 2025. The year-over-year decrease was primarily driven by the $132.0 million net gain on sold and held-for-sale businesses included in the prior-year period, primarily from the sales of our former Latin American businesses and former Europe-North segment, partially offset by a loss related to our former Brazil business. This decrease was partially offset by the absence of interest expense and the loss on debt extinguishment associated with the prior-year repayment of the CCIBV Term Loan.
The current-period results reflect significantly lower activity following the disposition of most of our international businesses in 2025, including lower revenue, operating expenses and interest expense. The prior-year period also included a loss on debt extinguishment and foreign currency losses on intercompany notes, which did not recur in the current-year period.
Our primary cash requirements include working capital to support business operations, capital expenditures and debt service obligations. We typically fund these needs through cash on hand, cash generated from operations and, when necessary, borrowings under our credit facilities. In addition, we have benefited from cash proceeds from prior-year international business sales, aincluding portionproceeds from the recent sale of our business in Spain, which waswe usedintend to use to further reduce outstanding debt.debt, subject to the outcome of the Merger. We believe our sources of liquidity will be sufficient to meet our cash requirements for at least the next 12 months.
Our long-term cash requirements depend on a variety of factors, including business growth, investments in digital conversions and new technologies, the timing and completion of the Merger, and costs related to the Merger, and the completion of the sale of our business in Spain.Merger. We also have long-term cash requirements related to the repayment of outstanding debt, which currently matures between 2028 and 2033.
Site lease payments represent our most significant recurring operating cash requirement and consist of payments for land or space used by our advertising displays. These arrangements include both fixed minimum payments and revenue-sharing components under lease and non-lease contracts. For the threesix months ended MarchJune 31,30, 2026 and 2025, site lease expense for continuing operations was $149.2$312.5 million and $139.6$293.6 million, respectively, and is included in direct operating expenses in our Consolidated Statements of Income (Loss). Site lease expense includes the effects of straight-line rent and other non-cash adjustments and, as a result, may differ from cash payments made during the period. We expect to fund our site lease and other working capital obligations primarily through cash generated from operations.
The following table summarizes capital expenditures for the threesix months ended MarchJune 31,30, 2026 and 2025:
(1)As of March 31, 2026 and 2025, we had accrued but unpaid capital expenditures for continuing operations of $6.2 million and $3.4 million, respectively.
(2)As of June 30, 2026 and 2025, we had accrued but unpaid capital expenditures for continuing operations of $6.0 million and $3.5 million, respectively. For discontinued operations, accrued but unpaid capital expenditures were $0.8 million and $1.3 million, respectively.
A significant portion of our cash requirements relates to debt service obligations. During the six months ended June 30, 2026 and 2025, we paid cash interest of $205.8 million and $210.2 million, respectively. The decrease in 2026 primarily reflects the reduction in outstanding indebtedness resulting from the repayment of the $375.0 million CCIBV Term Loan Facility on March 31, 2025 and the repurchase of $229.7 million aggregate principal amount of senior unsecured notes in the second quarter of 2025 for a total cash payment of $203.4 million, including accrued interest and related fees. This decrease was partially offset by the impact of the August 2025 senior secured notes refinancing, including the first semi-annual interest payments on the 7.125% and 7.500% Senior Secured Notes, which occurred during the current-year period, as well as higher interest expense associated with the new debt.
A significant portion of our cash requirements relates to debt service obligations. During the three months ended March 31, 2026 and 2025, we paid cash interest of $93.9 million and $89.0 million, respectively. The increase in 2026 primarily reflects the impact of the August 2025 senior secured notes refinancing, including the timing of interest payments, as the first semi-annual interest payments on the 7.125% and 7.500% Senior Secured Notes were made during the current-year period, and higher interest expense associated with the new debt. This was partially offset by lower interest payments resulting from the repayment of the $375.0 million CCIBV Term Loan Facility on March 31, 2025.
Based on our outstanding indebtedness as of MarchJune 31,30, 2026, and assuming no debt prepayments, repurchases, refinancings or issuances, we expect to pay approximately $308$197 million of cash interest forduring the remaindersecond half of 2026 and approximately $391$394 million in 2027. These estimatesamounts reflect our capital structure as of MarchJune 31,30, 2026 and do not give effect to any potential financing transactions that may occur in connection withwith, upon or following the consummation of the Merger.Merger, or the potential application of the net proceeds from the sale of our business in Spain to reduce our outstanding indebtedness.
Our next significant debt maturities occurare currently in 2028, when $899.3 million aggregate principal amount of 7.750% Senior Notes and $425.0 million under our Termterm Loanloan Facilityfacility become due. For additional details on our outstanding long-term debt, refer to Note 5 to our Condensed Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q.
As of MarchJune 31,30, 2026, we had $195.5$202.3 million of cash and cash equivalents, including $13.0$10.1 million held by discontinued operations in Spain.Spain Ofand the remaining balance, $6.2$5.5 million was held by our continuing operations subsidiaries outside the U.S. At present, excess cash held by our foreign subsidiaries could be repatriated with minimal U.S. tax consequences, and dividend distributions from international subsidiaries are not expected to result in a U.S. federal income tax liability.
During the threesix months ended MarchJune 31,30, 2026, net cash provided by operating activities was $3.2$47.8 million, compared to $14.9$2.3 million during the same period in 2025. The decreaseincrease was primarily driven by $10.6stronger operating performance in both the America and Airports segments, lower cash payments for income taxes of $5.7 million due to a smaller international operating footprint and lower cash interest payments of $4.4 million, as discussed above. These increases in cash flow from operations were partially offset by $12.2 million of transaction costs paid in the current-year period related to the Merger,Merger and the non-recurrence of $9.9$10.1 million in insurance proceeds received in the prior-year period related to the ongoing process to recover certain amounts previously incurred in connection with a resolved legal matter, and higher cash interest payments of $4.9 million, as discussed above. These drivers were partially offset by stronger operating performance across both the America and Airports segments, as well as lower cash payments for income taxes of $4.3 million following the disposition of most of our international businesses.matter.
During the threesix months ended MarchJune 31,30, 2026, we paidreceived $3.9net cash proceeds of $5.8 million from asset dispositions. These proceeds were partially offset by the payment of $4.5 million for transaction-related costs and final post-closing adjustments primarily associated with our Latin American business dispositions, partially offset by $2.7 million of cash proceeds from asset dispositions.
During the threesix months ended MarchJune 31,30, 2025, we received net cash proceeds of $609.3$589.3 million from the sale of our former Europe-North segment and certain Latin American businesses. A portion of these proceeds was used to fully prepay the $375.0 million CCIBV Term Loan Facility, with the remainder used to improve liquidity and financial flexibility, as permitted under our debt agreements. We also received $8.0$10.0 million of cash proceeds from asset dispositions.
InOn 2025,August 4, 2026, we enteredcompleted intothe asale definitive agreement to sellof our business in Spain for an aggregatea purchase price of €115approximately million,$132.3 subject to certain customary adjustments. The transaction is expected to close in the second quarter of 2026, upon satisfaction of regulatory approvals.million. We expectintend to use the anticipated net proceeds, after customary post-closing adjustments and the payment of transaction-related fees and expenses, to further reduce our outstanding debt, subject to the outcome of the Merger. Refer to Note 2 to our Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information.
We have access to a Revolvingrevolving Creditcredit Facilityfacility and a Receivables-Basedreceivables-based Creditcredit Facility,facility, each of which includes sub-facilities for letters of credit and short-term borrowings and currently matures on June 12, 2030. As of MarchJune 31,30, 2026, we had no borrowings outstanding and significant available capacity under our credit facilities.
The following table presents borrowing limits, letters of credit outstanding and excess availability under these credit facilities as of MarchJune 31,30, 2026:
(1)TheAs Revolvingof CreditJune Facility30, 2026, the revolving credit facility commitment is $100.0 million, and the maximum commitment under the Receivables-Basedreceivables-based Creditcredit Facilityfacility is $200.0 million (capped by a borrowing base that fluctuates based on our accounts receivable balance, as calculated under the Receivables-Basedreceivables-based Creditcredit Agreementagreement).
(2)As of MarchJune 31,30, 2026, the letter of credit outstanding under the Revolvingrevolving Creditcredit Facilityfacility relatesrelated to our former business in Spain. On August 4, 2026, we completed the sale of this business, and the related letter of credit was canceled.
(3)Due to rounding, totals may not sum exactly as presented.
Debt Covenants and Other Debt Provisions
Our debt agreements contain covenants as described in the 2025 Form 10-K. As of MarchJune 31,30, 2026, we were in compliance with all applicable covenants.
The Senior Secured Credit Agreement includes a springing financial covenant that applies only if the Revolvingrevolving Creditcredit Facilityfacility has an outstanding balance or if undrawn letters of credit under that facility exceed $10 million. If triggered, the covenant requires that we maintain a first lien net leverage ratio of less than 7.10 to 1.00. As of MarchJune 31,30, 2026, these conditions were not met and the covenant was not in effect. Refer to the “Credit Facilities” section above for additional information on borrowings and excess availability as of MarchJune 31,30, 2026.
CCO insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 2 filings (2 insiders, 2 trade dates, 26,239,967 shares, about $63.0M). Net open-market shares: -26,239,967 (purchases minus sales); net value about -$63.0M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-06-15 | Legion Partners, L.p. Ii |
Open-market sale | 2,107,996 | $2.40 | $5.1M |
| 2026-06-15 | Legion Partners, L.p. Ii |
Open-market sale | 303,271 | $2.40 | $727.9K |
| 2026-06-15 | Legion Partners, L.p. Ii |
Open-market sale | 204,633 | $2.40 | $491.1K |
| 2026-06-15 | Legion Partners, L.p. Ii |
Open-market sale | 187,371 | $2.40 | $449.7K |
| 2026-06-15 | Legion Partners, L.p. Ii |
Open-market sale | 900 | $2.40 | $2.2K |
| 2026-06-09 | Legion Partners Special Opportunities, L.p. Xvi |
Open-market sale | 1,756,473 | $2.40 | $4.2M |
| 2026-06-09 | Legion Partners Special Opportunities, L.p. Xvi |
Open-market sale | 19,761,023 | $2.40 | $47.4M |
| 2026-06-09 | Legion Partners Special Opportunities, L.p. Xvi |
Open-market sale | 1,918,300 | $2.40 | $4.6M |
| 2026-04-29 | Feldman Lynn |
Grant/award | 458,333 | — | — |
| 2026-04-29 | Feldman Lynn |
Grant/award | 196,078 | — | — |
| 2026-04-29 | Feldman Lynn |
Shares withheld for tax | 224,446 | $2.40 | $538.7K |
| 2026-04-29 | Sailer David |
Grant/award | 291,666 | — | — |
| 2026-04-29 | Sailer David |
Grant/award | 196,078 | — | — |
| 2026-04-29 | Sailer David |
Shares withheld for tax | 142,829 | $2.40 | $342.8K |
| 2026-04-29 | Dilger Jason |
Shares withheld for tax | 65,128 | $2.40 | $156.3K |
| 2026-04-29 | Dilger Jason |
Grant/award | 165,509 | — | — |
| 2026-04-29 | Dilger Jason |
Grant/award | 49,019 | — | — |
| 2026-04-29 | Wells Scott |
Grant/award | 560,224 | — | — |
| 2026-04-29 | Wells Scott |
Shares withheld for tax | 615,755 | $2.40 | $1.5M |
| 2026-04-29 | Wells Scott |
Grant/award | 1,564,814 | — | — |
| 2026-04-29 | Mccuin Robert |
Shares withheld for tax | 210,750 | $2.40 | $505.8K |
| 2026-04-29 | Mccuin Robert |
Grant/award | 105,042 | — | — |
| 2026-04-29 | Mccuin Robert |
Grant/award | 416,666 | — | — |
Well-known investors holding CCO (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Soros Fund Management | 2026-06-30 | 5,407,175 | $12.8M | — | Sold out |
| D. E. Shaw & Co. | 2026-06-30 | 3,111,460 | $7.5M | 0.0% | No change |
| Renaissance Technologies | 2026-06-30 | 2,725,692 | $6.5M | — | Sold out |
| Two Sigma Investments | 2026-06-30 | 1,907,187 | $4.6M | 0.0% | Reduced 14% |
| Millennium Management (Israel Englander) | 2026-06-30 | 788,094 | $1.9M | 0.0% | Reduced 88% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 737,459 | $1.8M | 0.0% | Reduced 39% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 426,901 | $1.0M | 0.0% | Added 6% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 303,845 | $735.3K | 0.0% | Reduced 53% |
| Polen Capital Management | 2026-06-30 | 174,708 | $414.1K | — | Sold out |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 14,479 | $35.0K | 0.0% | Reduced 52% |