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What changed in Clear Channel Outdoor Holdings, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Clear Channel Outdoor Holdings, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+461 added−463 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-24)

Top changes in Clear Channel Outdoor Holdings, Inc.'s 2025 10-K

461 paragraphs added · 463 removed · 278 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

80 edited+44 added−40 removed13 unchanged
Biggest changeMost are located in Los Angeles and Times Square. • Street Furniture: Advertising surfaces on bus shelters, kiosks, news racks and other public structures, primarily in metropolitan areas and along major commuting routes, typically sold as a network package that includes multiple displays. • Other: Includes fees for creative and operational services, such as ad design, printing and installation; revenue from transit displays in rail stations and on buses, trains and trams; and non-advertising revenue. 5 Table of Contents The table below shows America’s printed, digital and total revenue from each of our top 15 U.S. markets in 2024: Market Printed Revenue Digital Revenue Total Revenue Los Angeles 17 % 6 % 13 % New York 6 % 11 % 8 % San Francisco/Bay Area 7 % 6 % 7 % Dallas 6 % 7 % 6 % Miami 5 % 7 % 5 % Houston 6 % 2 % 5 % Atlanta 3 % 7 % 5 % Philadelphia 5 % 3 % 4 % Orlando 4 % 6 % 4 % Washington D.C./Baltimore 4 % 5 % 4 % Minneapolis 3 % 4 % 4 % Chicago 3 % 4 % 3 % Boston 3 % 4 % 3 % San Antonio 4 % 3 % 3 % Las Vegas 3 % 4 % 3 % All other markets 21 % 21 % 23 % Total America (1) 100 % 100 % 100 % (1) Due to rounding, the total may not equal the sum of the percentages in the table above.
Biggest changeWallscapes are large custom displays on building sides or other structures, often becoming city landmarks, and are located primarily in Los Angeles and Times Square. • Street Furniture: Advertising surfaces on bus shelters, kiosks, news racks and other public structures, primarily in metropolitan areas and along major commuting routes, typically sold as network packages. • Other: Fees for creative and operational services such as ad design, printing and installation; revenue from transit displays in rail stations and on buses, trains and trams; and non-advertising revenue. 6 Table of Contents The table below shows America’s printed, digital and total revenue from each of our top 15 U.S. markets in 2025: Market Printed Revenue Digital Revenue Total Revenue Los Angeles 16 % 6 % 12 % New York 8 % 11 % 9 % San Francisco/Bay Area 8 % 7 % 7 % Dallas 6 % 7 % 6 % Miami 5 % 7 % 6 % Houston 6 % 3 % 5 % Philadelphia 5 % 3 % 4 % Atlanta 3 % 6 % 4 % Orlando 4 % 5 % 4 % Chicago 3 % 4 % 4 % Washington D.C./Baltimore 3 % 4 % 4 % San Antonio 4 % 3 % 3 % Las Vegas 3 % 4 % 3 % Minneapolis 3 % 4 % 3 % Boston 3 % 3 % 3 % All other markets 20 % 23 % 23 % Total America 100 % 100 % 100 % The table below shows the number of displays in our America segment as of December 31, 2025, by product type, for each our top 15 U.S. markets: Market Printed Billboard Displays Other Printed Displays Digital Billboard Displays Other Digital Displays Total Displays Percentage of Total Displays (1) Los Angeles 3,812 2,796 109 — 6,717 14 % New York 723 5 73 — 801 2 % San Francisco/Bay Area 1,079 3,286 40 235 4,640 10 % Dallas 2,335 — 170 — 2,505 5 % Miami 1,192 401 136 — 1,729 4 % Houston 2,011 — 56 — 2,067 4 % Philadelphia 2,490 996 73 — 3,559 7 % Atlanta 1,637 — 213 — 1,850 4 % Orlando 1,172 — 101 — 1,273 3 % Chicago 2,593 474 90 43 3,200 7 % Washington D.C./Baltimore 1,536 1,553 48 134 3,271 7 % San Antonio 1,501 795 69 — 2,365 5 % Las Vegas 675 — 96 — 771 2 % Minneapolis 1,050 — 89 4 1,143 2 % Boston 1,189 95 67 2 1,353 3 % All other markets 7,399 2,892 571 114 10,976 23 % Total America 32,394 13,293 2,001 532 48,220 100 % (1) Due to rounding, the total does not equal the sum of the percentages in the table above. 7 Table of Contents Airports Our Airports segment offers advertising opportunities across a focused portfolio of more than 60 commercial airports, as well as a number of private airports, primarily in the U.S., with a limited presence in the Caribbean, targeting travelers at key touchpoints throughout their journeys.
Our annual talent identification and development programs are designed to ensure succession planning strategies for key roles, while our robust annual goal-setting and performance management processes seek to align employees with company objectives. We strive to cultivate strong teams and an inclusive culture, guided by our core values of integrity, innovation, excellence, safety and fairness.
Our annual talent identification and development programs are designed to ensure succession planning strategies for key roles, while our robust annual goal-setting and performance management processes seek to align employees with company objectives. We strive to cultivate strong teams and an inclusive culture, guided by our core values of integrity, innovation, excellence and safety.
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports are available free of charge on our Investor Relations website at investor.clearchannel.com/financials/quarterly-results as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports are available free of charge on our Investor Relations website at investor.clearchannel.com/financials as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.
We compensate the municipal and transit authorities with a minimum fee and/or a share of advertising revenue, depending on the contract terms. Airports Our rights to place displays and sell advertising at airports are typically awarded by public transit authorities in competitive bidding processes or may be negotiated with private transit operators.
We compensate the municipal and transit authorities with a minimum fee and/or a share of advertising revenue earned, depending on the contract terms. Airports Our rights to place displays and sell advertising at airports are typically awarded by public transit authorities in competitive bidding processes or may be negotiated with private transit operators.
ITEM 1. BUSINESS Overview Clear Channel Outdoor Holdings, Inc. (the “Company”) is a leading provider of out-of-home advertising solutions, offering advertisers impactful and innovative opportunities to reach mass audiences across a variety of high-traffic public spaces.
ITEM 1. BUSINESS Overview Clear Channel Outdoor Holdings, Inc. (the “Company”) is a leading provider of out-of-home (“OOH”) advertising solutions, offering advertisers impactful and innovative opportunities to reach mass audiences across a variety of high-traffic public spaces.
Supply Side Platforms (“SSPs”) allow publishers like us to connect inventory to multiple DSPs simultaneously, exposing available inventory to more potential buyers while also providing control over pricing.
Supply-side platforms (“SSPs”) allow publishers like us to connect inventory to multiple DSPs simultaneously, exposing available inventory to more potential buyers while providing control over pricing.
We typically own the physical structures and manage their construction centrally, placing them on sites we lease, own, or for which we have acquired permanent easements or executed long-term management agreements. Lease terms generally range from one to twenty years, with many offering renewal options.
We typically own the physical structures and manage their construction centrally, placing them on sites we lease, own, or for which we have acquired permanent easements or executed long-term management agreements. Lease terms generally range from one to twenty years, with many including renewal options.
For the year ended December 31, 2024, compliance with these governmental regulations did not have a material effect on our capital expenditures, earnings or competitive position, and, at this time, we do not expect to incur material capital expenditures related to compliance with regulations in 2025.
For the year ended December 31, 2025, compliance with these governmental regulations did not have a material effect on our capital expenditures, earnings or competitive position, and, at this time, we do not expect to incur material capital expenditures related to compliance with regulations in 2026.
The descriptions of each product type, available in both printed and digital formats, are as follows: • Billboards: Includes the following sub-types: • Bulletins: Large, high-traffic displays (typically 14x48 feet) generally located along major expressways and primary commuting routes that are highly visible.
The descriptions of each product type, available in both printed and digital formats, are as follows: • Billboards: Includes the following sub-types: ◦ Bulletins: Large, high-traffic displays (typically 14x48 feet) generally located along major expressways and primary commuting routes.
Billboards typically have higher margins than other display types due to their larger size, greater impact and prime locations along major roadways. Operations We generally outsource the fabrication and manufacturing of advertising structures to third parties, regularly seeking competitive bids from vetted suppliers located throughout the U.S. to enhance competition, meet demand and reduce logistics costs.
Billboards generally command higher margins than other display types due to their larger size, greater impact and prime locations along major roadways. Operations We generally outsource the fabrication and manufacturing of advertising structures to third parties, regularly seeking competitive bids from vetted suppliers throughout the U.S. to enhance competition, meet demand and reduce logistics costs.
Privacy and Data Protection We collect certain information from users of our technology platforms, including our websites, interactive features, social media pages, mobile applications and programmatic offerings.
Privacy and Data Protection We collect certain information from users of our technology platforms, including our websites, interactive features, social media pages, mobile applications and programmatic solutions.
For digital displays, we use a number of vetted domestic suppliers for LED and LCD products, with any items not manufactured domestically purchased through a number of U.S. distributors. Product installation is handled by a mix of internal and external resources.
For digital displays, we use a number of vetted domestic suppliers for LED and LCD products. Any items not manufactured domestically are purchased through various U.S. distributors. Product installation is handled by a mix of internal and external resources.
We offer market-competitive compensation packages that include base salary and annual incentive bonuses tied to Company and division financial, operational and strategic objectives, as well as individual performance targets, in line with our pay-for-performance philosophy.
We offer market-competitive compensation packages that include base salary and annual incentive bonuses tied to Company and business unit financial, operational and strategic objectives, as well as individual performance targets, in line with our pay-for-performance philosophy.
Although programmatic out-of-home is still emerging, we believe it, along with other automated trading platforms, has the potential to drive growth in the digital out-of-home sector and help us tap into demand from digital marketers and advertisers new to out-of-home.
Although programmatic OOH is still emerging, we believe it, along with other automated trading platforms, has the potential to drive growth in the digital OOH sector and help us tap into demand from digital marketers and advertisers new to OOH.
We also collect PI from employees, clients, website visitors, business partners, and consumers interacting with digital content such as QR codes and beacon technology. The collection and processing of PI subjects us to numerous consumer protection, information security, data protection and privacy laws at the federal, state, local and international levels.
In addition, we collect PI from employees, clients, website visitors, business partners, and consumers interacting with digital content such as QR codes. The collection and processing of PI subjects us to numerous consumer protection, information security, data protection and privacy laws at the federal, state, local and international levels.
The breakdown of America revenue by product for these years is shown in the table below: Year Ended December 31, 2024 2023 2022 Billboards: Bulletins 75 % 74 % 73 % Posters 11 % 11 % 12 % Spectaculars and wallscapes 5 % 6 % 6 % Street furniture 3 % 3 % 4 % Other 5 % 6 % 6 % Total (1) 100 % 100 % 100 % (1) Due to rounding, the total may not equal the sum of the percentages in the table above.
The breakdown of America revenue by product for these years is shown in the table below: Year Ended December 31, 2025 2024 2023 Billboards: Bulletins 76 % 75 % 74 % Posters 11 % 11 % 11 % Spectaculars and wallscapes 5 % 5 % 6 % Street furniture 3 % 3 % 3 % Other 5 % 5 % 6 % Total (1) 100 % 100 % 100 % (1) Due to rounding, the total may not equal the sum of the percentages in the table above.
By continually improving audience insights, data solutions and campaign performance tracking, we aim to drive continued revenue growth. 2 Table of Contents Building on our Programmatic Presence We continue to build on our programmatic solution, which leverages automated technology, data and algorithms to offer a streamlined buying process and improve audience targeting and advertisement measurement capabilities through real-time, biddable digital marketplaces.
By improving audience insights, data solutions and campaign performance tracking, we aim to drive continued revenue growth. 3 Table of Contents Building on our Programmatic Presence We continue to build on our programmatic solution, which leverages automated technology, data and algorithms to offer a streamlined buying process and enhanced targeting and measurement capabilities through real-time, biddable digital marketplaces.
We aim to make out-of-home advertising as easy to plan, buy and measure as online campaigns, but with greater impact and reduced brand risk. By modernizing our solutions to be more data-driven, easier to buy and faster to launch, we seek to enhance out-of-home’s value, attract more advertisers and capture market share from other media.
We aim to make OOH advertising as easy to plan, buy and measure as online campaigns, but with greater impact and reduced brand risk. By modernizing our solutions to be more data-driven, easier to buy and faster to launch, we seek to enhance OOH’s value, attract more advertisers and capture market share from other media.
Printed advertising copy, which is often provided by the advertiser or a third party, is primarily printed on vinyl or polyethylene material and transported to the display site for installation. Digital displays are connected to centralized systems to quickly update content across multiple locations.
Printed advertising copy, which is often provided by the advertiser or a third party, is primarily produced on vinyl or polyethylene material and transported to the display site for installation. Digital displays are connected to centralized systems that allow content to be updated quickly across multiple locations.
We also obtain anonymous and/or aggregated audience behavior insights about consumers from vetted third-party data providers, which we use and share for various business purposes, including coordinating clients’ out-of-home campaigns with online advertising campaigns run by our business partners.
We also license anonymous and/or aggregated audience behavior insights about consumers from vetted third-party data providers, which we use and share for various business purposes, including coordinating clients’ OOH campaigns with online advertising campaigns run by our business partners.
Rates Our advertising rates are determined by factors such as location, demand, competition, display size, occupancy, illumination, market and gross rating points, which measure the total number of impressions delivered by a display or group of displays, expressed as a percentage of market population.
Rates Our advertising rates are influenced by multiple factors, including location, demand, competition, display size, occupancy, illumination, market reach and gross rating points, which measure the total number of impressions delivered by a display or group of displays, expressed as a percentage of market population.
This includes our commitment to a workplace free from discrimination and harassment, promoting safety and well-being, and providing career development opportunities. 9 Table of Contents As an equal opportunity employer, our policies prohibit discrimination in employment decisions based on protected characteristics, such as gender, race, sexual orientation, religion, disability and physical appearance.
This includes our commitment to a workplace free from discrimination and harassment, promoting safety and well-being, and providing career development opportunities. As an equal opportunity employer, our policies prohibit discrimination in employment decisions based on protected characteristics, such as sex, race, sexual orientation, gender identity or expression, religion, disability or physical appearance.
Displays are available in printed, digital and experiential formats, including custom exhibits and interactive displays. Customer contracts typically range from four weeks to one year, with some lasting longer.
Displays are available in printed, digital and experiential formats, including custom exhibits and interactive installations. Customer contracts typically range from four weeks to one year, with some extending beyond one year.
These laws require specific security controls and protections for certain types of PI, as well as notifications in the event of certain data breaches. We have implemented a legal and information security-led approach to address our compliance obligations and manage associated risks.
These laws require specific security controls and protections for certain types of PI, as well as notifications in the event of certain data breaches. We have implemented a legal and information security-led approach to address our compliance obligations and manage associated risks, and we monitor evolving privacy and data-protection legislation, industry standards and other requirements.
Sales employees also receive sales commission incentives, while executives and certain other employees receive long-term equity awards that vest based on our relative total shareholder return or over a defined period. We believe this mix of short-term and long-term incentives ensures competitive compensation and aligns employee and stockholder interests.
Sales employees also receive sales commission incentives, while executives and certain other employees receive long-term equity awards that vest based on the achievement of performance metrics or over a defined period. We believe this mix of short-term and long-term incentives ensures competitive compensation and aligns employee and stockholder interests.
Our common stock is listed on the New York Stock Exchange under the symbol “CCO.” Development of our Business Historically, we have operated in the United States (“U.S.”), Europe, Latin America and Asia.
Our common stock is listed on the New York Stock Exchange under the symbol “CCO.” Development of our Business Historically, we have operated in the United States (“U.S.”) and in certain international markets.
Customers can contract for individual bulletins, multi-location campaigns, or a network of bulletins with rotating advertisements. • Posters: Smaller displays (typically 11x23 feet) often used to provide full market coverage, generally located in commercial areas along primary and secondary routes, oftentimes near point-of-purchase locations. Junior posters (5x11 feet) are typically placed near retail outlets to drive sales.
Customers can contract for individual bulletins, multi-location campaigns, or a network of bulletins with rotating advertisements. ◦ Posters: Smaller displays (typically 11x23 feet) often used to provide full-market coverage and generally located in commercial areas along major highways, surface streets and intersections, frequently near points of purchase. Junior posters (5x11 feet) are typically placed near retail outlets to drive sales.
Seasonality and Macroeconomic Trends Our financial performance across all reportable segments is typically weakest in the first quarter, both in terms of revenue and Segment Adjusted EBITDA, with the strongest results generally occurring in the fourth quarter. Our results are also impacted by economic conditions, as advertising revenue tends to correlate with changes in gross domestic product.
Seasonality and Macroeconomic Trends Our financial performance across all reportable segments is typically weakest in the first quarter, both in terms of revenue and Segment Adjusted EBITDA, and strongest in the fourth quarter, reflecting seasonal advertising patterns. 8 Table of Contents Our results are also impacted by economic conditions, as advertising spending generally correlates with changes in gross domestic product.
These filings are also available at the SEC’s website, sec.gov. 10 Table of Contents INFORMATION ABOUT OUR EXECUTIVE OFFICERS The following information about our executive officers is presented as of February 24, 2025: Name Age Title Scott R. Wells 56 President, Chief Executive Officer David J. Sailer 50 Executive Vice President, Chief Financial Officer Lynn A.
These filings are also available at the SEC’s website, sec.gov. INFORMATION ABOUT OUR EXECUTIVE OFFICERS The following information about our executive officers is presented as of February 26, 2026: Name Age Title Scott R. Wells 57 President, Chief Executive Officer David J. Sailer 51 Executive Vice President, Chief Financial Officer Lynn A.
Our Strategy We believe the economics of out-of-home are highly attractive at scale, with the finite nature of our inventory generally allowing us to manage rates as demand increases. We are focused on driving incremental demand for sustainable long-term revenue growth while increasing operational efficiencies to enhance profitability, improve operating cash flow and reduce leverage.
Our Strategy We believe the economics of OOH advertising are highly attractive at scale, with the limited availability of our inventory generally allowing us to manage rates as demand increases. We are focused on driving incremental demand for sustainable long-term revenue growth while increasing operational efficiency to improve profitability, strengthen cash flow and reduce leverage.
Regulation of our Business Our business is subject to various local, state and federal laws and regulations in the countries where we operate, including: • Land use laws and zoning restrictions; • Environmental, health and safety laws and regulations, including those applicable to owners or operators of real estate properties and facilities, and those related to the handling of hazardous substances (including their use, storage, disposal, emission and release) and greenhouse gas emissions; • Consumer protection, information security and data privacy laws, including those related to the protection of, access to, or acquisition of Personal Information (“PI”); • Regulations seeking to impose taxes on out-of-home advertising revenue, as well as on personal property or leasehold interests in advertising locations; and • Labor, employment, human rights, anti-bribery and competition laws.
Regulation of our Business Our business is subject to various local, state and federal laws and regulations, including: • Land use laws and zoning restrictions; • Environmental, health and safety laws and regulations, including those related to real estate operations, hazardous substances and greenhouse gas emissions; • Consumer protection, information security and data privacy laws, including those related to the protection of, access to, or acquisition of Personal Information (“PI”) and emerging state privacy legislation; • Regulations seeking to impose taxes on OOH advertising revenue, as well as on personal property or leasehold interests in advertising locations; • Labor, employment, human rights, anti-bribery and competition laws; and • Regulations and laws related to the proposed Merger.
We have been at the forefront in the U.S. programmatic out-of-home space since pioneering the private marketplace buy type in 2016. With our differentiated inventory, dedicated sales team, advanced technology, innovative data solutions and deep industry relationships, we believe we are well-positioned for growth.
We have been at the forefront of the U.S. programmatic OOH space since pioneering private marketplace programmatic solutions in 2016 and believe our differentiated inventory, dedicated sales team, advanced technology and deep industry relationships position us well for continued growth.
RADAR uses insights from anonymized and/or aggregated mobile location data, designed to enable our customers to create highly customized, measurable out-of-home campaigns that reach the right audiences in the right locations at the right time.
RADAR leverages insights from anonymized and/or aggregated mobile location data to help customers create highly customized, measurable OOH campaigns that reach the right audiences in the right locations at the right time.
We also introduced a fast-response service team that supports our entire sales organization and offers insights into real-time demand and utilization. • Buying: We developed an electronic order processing system and are exploring self-service options, direct buying and other ways to enhance direct customer interactions. • Activation: We have modernized campaign installation processes by automating creative production specifications, integrating QR codes for material tracking, and optimizing installation routes.
We have achieved significant progress, including: • Planning: We created an inventory-management system that provides real-time visibility into availability and pricing and established a fast-response service team that supports our entire sales organization with insights into real-time demand and utilization. • Buying: We developed an electronic order processing system and continue to explore self-service options, direct buying and other ways to enhance customer interactions. • Activation: We have modernized campaign installation processes by automating creative production specifications, integrating QR codes for material tracking and optimizing installation routes.
Our employee value proposition emphasizes competitive compensation, benefits, work environment, career development and culture. We believe that people perform best when they enjoy their work, so we prioritize creating a workplace where growth, success and fun go hand in hand. We formally survey our employees on a periodic and ongoing basis to measure engagement and identify areas for improvement.
Our employee value proposition emphasizes competitive compensation, benefits, work environment, career development and culture. We believe that people perform best when they enjoy their work, so we prioritize creating a workplace where growth, success and fun go hand in hand.
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-home advertising structures, with local governments typically incorporating billboard control into zoning laws and building codes. Internationally, countries where we operate have similar regulations limiting the size, placement, nature, density and content of out-of-home displays.
All states have passed billboard-control statutes and regulations generally governing the construction, repair, maintenance, upgrade, lighting, height, size, spacing, placement and permitting of OOH advertising structures, with local governments typically incorporating billboard control into zoning laws and building codes.
RADAR consists of several interoperable solutions: • RADARView ® : Our audience and campaign planning tool that uses historical mobile location data to rank displays based on their efficiency in reaching target audiences and provides a map-based interface combining aggregated demographic, behavioral and location data. • RADARConnect ® : Our campaign amplification solution that aims to extend the reach of out-of-home advertisements by delivering supportive advertisements across mobile and other devices, helping customers re-target audiences and drive additional impact from their campaigns. • RADARProof ® : Our suite of campaign measurement and attribution solutions that analyzes anonymized and/or aggregated data to assess out-of-home advertising’s impact on audience behavior, measuring the effectiveness of campaigns on influencing business objectives such as brand perception, store visits, website traffic and mobile application downloads. • RADARSync ® : Our data integration platform designed to enable customized application of the RADAR tools and privacy-compliant sharing of RADAR insights with clients’ analytics platforms.
RADAR consists of several interoperable solutions: • RADARView ® : Our audience and campaign planning tool that uses historical mobile location data to rank displays by their efficiency in reaching target audiences and provides a map-based interface combining aggregated demographic, behavioral and location data. • RADARConnect ® : Our campaign amplification solution that aims to extend the reach of OOH advertisements through complementary mobile and third-party digital advertising delivered across external sites and apps, helping advertisers re-target audiences and enhance campaign impact. • RADARProof ® : Our campaign measurement and attribution solution that analyzes anonymized and/or aggregated data to assess the impact of OOH advertising on audience behavior across advertiser objectives such as brand awareness, store visits, website traffic and mobile application usage. • RADARSync ® : Our data integration platform designed to enable customized application and privacy-compliant sharing of RADAR insights with clients’ analytics platforms.
We believe we are at the forefront of driving innovation in the out-of-home advertising industry, and our dynamic advertising platform is broadening the pool of advertisers using our medium through the expansion of our network of digital displays and the integration of data analytics and programmatic capabilities to deliver measurable campaigns that are simpler to buy.
We believe we are at the forefront of driving innovation in the OOH advertising industry, and our dynamic advertising platform continues to attract a broader pool of advertisers through the expansion of our network of digital displays and the integration of data analytics, programmatic tools and other technologies to deliver measurable campaigns that are simpler to buy.
Growing our Digital Footprint As an early adopter of digital display technology, we continue to prioritize the deployment of digital displays to enhance the creativity, relevance and flexibility of our out-of-home solutions, while aligning with long-term market trends.
To this end, we continue to invest in the digital transformation of our business, including displays, data solutions, sales methods and operations. Growing our Digital Footprint As an early adopter of digital display technology, we continue to prioritize the deployment of digital displays to enhance the creativity, relevance and flexibility of our OOH solutions while aligning with long-term market trends.
Prior to that, he served as Executive Vice President and Chief Financial Officer of Clear Channel Outdoor Americas since August 2014, as well as the Company’s Executive Vice President of Corporate Development since January 1, 2023. Previously, Mr. Sailer was Senior Vice President of FP&A at iHeartMedia, Inc. starting in October 2013.
Sailer was appointed as our Executive Vice President and Chief Financial Officer on March 1, 2024. Prior to that, he served as Executive Vice President and Chief Financial Officer of Clear Channel Outdoor Americas since August 2014, as well as the Company’s Executive Vice President of Corporate Development since January 1, 2023. Previously, Mr.
Feldman earned a J.D. from the Georgetown University Law Center and a B.A. from Boston College. Jason A. Dilger was appointed as our Senior Vice President and Chief Accounting Officer on May 1, 2019. Prior to that, he served as Senior Vice President of Accounting for Clear Channel Outdoor Americas starting in August 2011. Previously, Mr.
Dilger was appointed as our Senior Vice President and Chief Accounting Officer on May 1, 2019. Prior to that, he served as Senior Vice President of Accounting for Clear Channel Outdoor Americas starting in August 2011. Previously, Mr.
Premiere Panels are hybrid displays that combine the creative impact of bulletins with the reach and frequency of posters, featuring high-quality vinyl stretched over panels similar to bulletins. • Spectaculars and Wallscapes: Spectaculars are large, custom displays with eye-catching effects, such as video, three-dimensional elements and moving parts, located primarily in New York City’s Times Square and Las Vegas.
Premiere Panels combine the creative impact of bulletins with the reach and frequency of posters. ◦ Spectaculars and Wallscapes: Spectaculars are large, custom displays with visual effects such as video, three-dimensional elements and moving parts, located primarily in Times Square and Las Vegas.
This offering brings efficiency to the out-of-home sales process, enabling advertisers to easily purchase advertisements across multiple publishers, manage campaigns on a self-service basis, and operate with a level of flexibility similar to that of online platforms. Demand Side Platforms (“DSPs”) allow advertisers to buy efficiently using preset parameters, enabling real-time transactions that optimize reach, impact, pricing and outcomes.
This solution enables advertisers to more efficiently purchase advertisements across multiple publishers, manage campaigns on a self-service basis and operate with a level of flexibility comparable to other digital advertising platforms. Demand-side platforms (“DSPs”) allow advertisers to buy inventory using preset parameters, enabling real-time transactions that optimize reach, impact, pricing and outcomes.
We also conduct visual inspections of our inventory to identify and address defects within a reasonable period of time. America Most of our billboard structures require permits for construction, maintenance and operation, which are typically granted by state and/or local governments. These permits are usually transferable or renewable for a minimal fee or no fee.
America Most of our billboard structures require permits for construction, maintenance and operation, which are typically granted by state and/or local governments. These permits are usually transferable or renewable for a minimal fee or no fee.
Our health and safety management systems are subject to regular inspections and independent audits performed by trained health and safety auditors. We also prioritize employee well-being by offering health benefits, including preventive care, specialized healthcare support and wellness initiatives. Our mentorship programs connect less experienced employees with more senior colleagues to foster development and knowledge sharing.
Our health-and-safety management systems are subject to regular inspections and independent audits by trained health-and-safety auditors. We also prioritize employee well-being by offering health benefits, including preventive care, specialized healthcare support and wellness initiatives.
Additionally, we are upgrading our digital content management system to improve operational efficiency and unlock new revenue opportunities. • Reporting and Invoicing: We upgraded our proof-of-performance tools with mobile devices and digital cameras, allowing real-time campaign verification. Proof-of-performance reports are now published through our Clear Channel Outdoor Clear Access application, streamlining invoicing and payments.
We also upgraded our digital content management system to improve operational efficiency and unlock new revenue opportunities. • Reporting and Invoicing: We upgraded our proof-of-performance tools with mobile devices and digital cameras, allowing real-time campaign verification.
In December 2021, our Board of Directors (the “Board”) authorized a review of strategic alternatives for our European businesses, including potential divestitures, as part of a broader strategy to focus on growing our more profitable U.S. operations, improving organic cash flow and reducing leverage. In 2023, our Board also authorized the potential divestitures of our Latin American businesses.
Beginning in 2021, our Board of Directors (the “Board”) authorized a review of strategic alternatives for our international businesses as part of a broader strategy to focus on our more profitable U.S. operations, improve organic cash flow and reduce leverage.
He currently serves as Chair of both the Achievement Network and the Outdoor Advertising Association of America. Mr. Wells holds an MBA with distinction from the Wharton School of the University of Pennsylvania and a B.S./B.A. from Virginia Tech University. David J. Sailer was appointed as our Executive Vice President and Chief Financial Officer on March 1, 2024.
He currently serves as Chair of both the Achievement Network and the Outdoor Advertising Association of America. Mr. Wells holds an MBA with distinction from the Wharton School of the University of Pennsylvania and a B.S./B.A. from Virginia Polytechnic Institute and State University. David J.
We closely monitor global economic developments. Out-of-home advertising growth has remained fairly resilient over time, and we believe we can manage costs if necessary. We also remain committed to maintaining ample liquidity. For more details on macroeconomic trends and market risks, please refer to Item 7 and Item 7A of this Annual Report on Form 10-K.
OOH advertising growth has remained fairly resilient over time, and we believe we can manage costs if necessary while maintaining ample liquidity to continue to operate and grow our business. For more details on macroeconomic trends, market risks and related uncertainties, refer to Item 1 A , Item 7 and Item 7A of this Annual Report on Form 10-K.
Revenue from our Airports segment was $361 million in 2024, $312 million in 2023, and $256 million in 2022, with digital displays accounting for 57%, 60% and 57% of this revenue in each respective year. As of December 31, 2024, our Airports segment had 13,141 displays, including 2,610 digital displays.
Revenue from our Airports segment was $407 million in 2025, $361 million in 2024 and $312 million in 2023, with digital displays accounting for 64%, 57% and 60% of this revenue, respectively. As of December 31, 2025, our Airports segment operated 12,782 displays, including 2,583 digital displays.
Feldman 56 Executive Vice President, Chief Legal Officer and Corporate Secretary Jason A. Dilger 51 Senior Vice President, Chief Accounting Officer Justin Cochrane 52 Chief Executive Officer of Clear Channel U.K. & Europe Scott R. Wells was appointed as our President and Chief Executive Officer on January 1, 2022.
Feldman 57 Executive Vice President, Chief Legal and Administrative Officer and Corporate Secretary Jason A. Dilger 52 Senior Vice President, Chief Accounting Officer Robert C. (Bob) McCuin 57 Executive Vice President, Chief Revenue Officer Scott R. Wells was appointed as our President and Chief Executive Officer on January 1, 2022.
Through our corporate social responsibility initiatives, we partner with local and national organizations worldwide, striving to improve health and safety, promote sustainability, and support arts, education and cultural diversity. We also encourage employees to give back by volunteering in their communities.
Through our corporate social-responsibility initiatives, we partner with local and national organizations across the U.S. to support public health and safety and promote the arts, education, cultural diversity and environmental sustainability. We also encourage employees to give back by volunteering in their communities. U.S. full-time employees receive one paid day off each year for volunteering through our Spirit Day program.
We continue to enhance our RADAR offering through partnerships that improve our data analytics and campaign measurement capabilities, which we believe strengthen our platform’s value, deepen customer relationships, and attract new advertisers and verticals that traditionally have not used out-of-home.
We continue to enhance RADAR through partnerships and internal development efforts that improve our data analytics and campaign measurement capabilities, including support for more timely, in-campaign performance insights. We believe these enhancements strengthen the platform’s value, deepen customer relationships, and attract new advertisers and verticals that have not traditionally used OOH.
Prior to that role, he was the Chief Financial Officer of NBC News Digital Portfolio, and he previously also held various leadership roles at NBCUniversal and worked as a staff accountant at Hunter Group LLP. Mr. Sailer holds an MBA from Fordham University and a Bachelor of Professional Accounting from Montclair State University. Lynn A.
Sailer was Senior Vice President of FP&A at iHeartMedia, Inc. starting in October 2013. Prior to that role, he was the Chief Financial Officer of NBC News Digital Portfolio, and he previously also held various leadership roles at NBCUniversal and worked as a staff accountant at Hunter Group LLP. Mr.
Code of Business Conduct and Ethics Our Code of Business Conduct and Ethics (the “Code”) sets standards for our officers, directors, employees, interns, contractors and agents throughout our corporate structure. Training on the Code is mandatory upon hire and annually thereafter.
In 2025, employees contributed approximately 4,700 volunteer hours as part of this initiative. Code of Business Conduct and Ethics Our Code of Business Conduct and Ethics (the “Code”) sets standards for officers, directors, employees, interns, contractors and agents across our organization. Training on the Code is mandatory upon hire and annually thereafter.
Prior to that, she served as Executive Vice President and General Counsel for Wyndham Hotel Group from 2009 to 2015. Previously, Ms. Feldman served as Senior Vice President, Deputy General Counsel and Corporate Secretary for Wyndham Worldwide Corporation, and held various corporate roles at Cendant Corporation. She was also a Corporate Associate at Lowenstein Sandler LLP. Ms.
Feldman served as Senior Vice President, Deputy General Counsel and Corporate Secretary for Wyndham Worldwide Corporation, and held various corporate roles at Cendant Corporation. She was also a Corporate Associate at Lowenstein Sandler LLP. Ms. Feldman earned a J.D. from the Georgetown University Law Center and a B.A. from Boston College. Jason A.
Airport, transit and street furniture advertising media are often built on exclusive contracts, which require strong relationships with officials and regulatory authorities, as well as specialized expertise in operating municipal concessions. 1 Table of Contents Our Competition The U.S. out-of-home advertising industry is fragmented and highly competitive, consisting of other large companies such as Outfront Media, Inc. and Lamar Advertising Company, as well as numerous smaller, local players.
Airport, transit and street furniture advertising media are often built on exclusive contracts, which require strong relationships with officials and regulatory authorities, as well as specialized expertise in operating municipal concessions. Our Competition The U.S.
Additional information about the impact of government regulations on our business is provided below and in Item 1A of this Annual Report on Form 10-K. 8 Table of Contents Industry Regulation In the U.S., the Highway Beautification Act (the “HBA”) regulates out-of-home advertising on controlled roads, including billboard size and placement, and requires the development of state standards and compliance programs for the effective control of billboards.
Industry Regulation In the U.S., the Highway Beautification Act regulates OOH advertising on controlled roads, including billboard size and placement, and requires the development of state standards and compliance programs for the effective control of billboards.
In 2023, we sold our businesses in Switzerland, Italy and France, which, along with our business in Spain, comprised our Europe-South segment. On January 8, 2025, we entered into a definitive agreement to sell the businesses in our Europe-North segment to Bauer Radio Limited, a subsidiary of Bauer Media Group.
In 2023, we sold our businesses in Switzerland, Italy and France, which, along with our business in Spain, comprised our Europe-South segment. In 2025, we sold the businesses comprising our Europe-North segment and all of our businesses in Latin America.
The Airports segment contributed 24%, 22% and 19% of our revenue from continuing operations in 2024, 2023 and 2022, respectively. 4 Table of Contents Sources of Revenue America Revenue from our America segment was $1,144 million in 2024, $1,101 million in 2023, and $1,106 million in 2022.
The Airports segment contributed 25%, 24% and 22% of our revenue from continuing operations in 2025, 2024 and 2023, respectively.
The largest revenue-generating product in this segment is large-format billboards, typically located along major expressways, primary commuting routes and main intersections. We benefit from certain barriers to entry in traditional roadside advertising, including regulations that limit permits for new billboard inventory, our operational expertise, and strong relationships with landlords and local governments.
We benefit from certain barriers to entry in traditional roadside advertising, including regulations that limit permits for new billboard inventory, our operational expertise, and strong relationships with landlords and local governments. The America segment contributed 75%, 76% and 77% of our revenue from continuing operations in 2025, 2024 and 2023, respectively.
Feldman was appointed as our Executive Vice President, General Counsel and Corporate Secretary on May 1, 2019. On November 1, 2022, her title was changed to Executive Vice President, Chief Legal Officer and Corporate Secretary. Prior to this role, Ms. Feldman served as Executive Vice President and General Counsel for Clear Channel Outdoor Americas from July 2016.
On November 1, 2022, her title was changed to Executive Vice President, Chief Legal Officer and Corporate Secretary, and on August 1, 2025, her title was changed to Executive Vice President, Chief Legal and Administrative Officer and Corporate Secretary. Prior to this role, Ms.
Our Human Capital Resources As of December 31, 2024, we employed approximately 4,100 people, with approximately 1,800 in the U.S., 1,800 in Europe, and the remainder in Latin America and Singapore. We believe attracting, motivating and retaining top talent is essential to our success. To support this, our human capital management strategy centers on talent acquisition, employee development and retention.
We believe attracting, motivating and retaining top talent is essential to our success. To support this, our human capital management strategy centers on talent acquisition, employee development and retention.
Our sales team’s market expertise and high-touch customer service are key to meeting these advertisers’ needs. • Large National Advertisers: To navigate the complex agency model, we have enhanced our traditional Account Executive sales approach by adding an Agency Partnerships team focused on building relationships with key decision-makers and influencers at agencies who impact budget allocations on the front end.
We believe segmenting our customer base by size and complexity enables greater focus, improves sales force productivity and supports more effective engagement across advertiser types, as outlined below: • Large National Advertisers: To navigate the complex agency model, we have enhanced our traditional Account Executive sales approach by establishing a dedicated Agency Partnerships team focused on building relationships with key decision-makers and influencers at agencies who impact budget allocations.
Dilger is a CPA and holds a B.S. in Accounting from the University of Delaware. Justin Cochrane was appointed as our Chief Executive Officer of Clear Channel U.K. & Europe on January 1, 2023.
Dilger is a CPA and holds a B.S. in Accounting from the University of Delaware. Robert C. (Bob) McCuin was appointed as our Executive Vice President and Chief Revenue Officer on May 1, 2019. Prior to this role, Mr. McCuin served as President of Sales for Clear Channel Outdoor Americas starting in July 2015. Previously, Mr.
Our Industry We believe out-of-home advertising holds a strong position in the media mix, offering advertisers a cost-effective medium to reach consumers along their daily journeys in ways that can drive measurable results, with over 90% of American adults on the road each week according to 2024 Scarborough Research data.
Upon consummation of the Merger, we will become a privately held company, and our common stock will no longer be listed for trading on any public market. 1 Table of Contents Our Industry We believe OOH advertising holds a strong position in the media mix, offering advertisers a cost-effective medium to reach consumers along their daily journeys in ways that can drive measurable results.
Our Business Segments 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). Together, these segments generated $1.5 billion in revenue in 2024.
Our Business Segments 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. Together, these segments generated approximately $1.6 billion in revenue in 2025.
We are one of the largest out-of-home advertising companies in the U.S., with operations in 81 Designated Market Areas (“DMAs”), including 43 of the top 50 U.S. markets, as of December 31, 2024. Additional information about these segments is provided below.
We are one of the largest OOH advertising companies in the U.S., with operations in 81 Designated Market Areas (“DMAs”), including 43 of the top 50 U.S. markets, as of December 31, 2025. We serve a diversified base of advertisers across many industries, and no single advertiser accounted for a material portion of our consolidated revenue for 2025.
Our industry is anchored on a foundation of assets that are difficult to replicate because they are highly regulated, subject to proprietary relationships with exclusivity provisions, and require deep operational expertise. In the U.S., federal, state and local regulations limit permits for new billboard inventory, and numerous signage ordinances can make it challenging for new entrants to compete at scale.
OOH remains a resilient advertising medium with key differentiators that we believe provide stability to our market position. The industry is anchored on a foundation of assets that are difficult to replicate because they are highly regulated, subject to proprietary relationships with exclusivity provisions, and require deep operational expertise.
Modern marketers aim to efficiently reach the right audiences, quickly adjust messaging and measure campaign impact—all with speed, simplicity and transparency.
With its reach and flexibility, OOH serves as both a hyper-local, targeted solution and a scaled, mass-reach platform. The OOH industry continues to undergo a technology-driven transformation. Modern marketers aim to efficiently reach target audiences, quickly adjust messaging and measure campaign impact with greater speed, simplicity and transparency.
Our contracts generally include exclusivity provisions, granting us the sole right to sell advertising at specific airports.
This portfolio is concentrated in locations with high passenger volume and advertiser demand, making us the leading airport advertising provider in the U.S. by traveler reach. Our contracts generally include exclusivity provisions granting us the sole right to sell advertising at specific airports.
Digitizing our Operations We continually invest in digital infrastructure to streamline key processes throughout the campaign cycle, aimed at improving the customer experience and reducing the time needed to pursue, win and execute contracts. Significant progress has been made in our U.S. business, including: • Planning: We created an inventory management system that provides real-time visibility into availability and pricing.
Digitizing our Operations We continue to invest in digital infrastructure to streamline key processes throughout the campaign cycle and reduce the time needed to pursue, win and execute contracts.
As of December 31, 2024, we classified the operations in Latin America as discontinued operations, and on February 5, 2025, we completed the sale of our businesses in Mexico, Peru and Chile. America and Airports (Continuing Operations) Overview As of December 31, 2024, our America segment operated more than 48,700 displays across 28 U.S. DMAs, primarily concentrated in larger markets.
America and Airports Overview As of December 31, 2025, our America segment operated more than 48,200 displays across 28 U.S. DMAs, primarily concentrated in larger markets. The largest revenue-generating product in this segment is large-format billboards, typically located along major expressways, primary commuting routes and main intersections.
In 2024, we added 99 large-format digital billboards across the U.S., including both new builds and the conversion of high-demand inventory to digital formats. Digital assets offer highly attractive economics by creating additional advertising opportunities and optimizing yield per structure.
In 2025, we added 71 large-format digital billboards across the U.S., including both new builds and conversions of high-demand inventory, reflecting our continued focus on disciplined, high-return digital deployments.
Employees are encouraged to create personalized career plans in collaboration with their managers and mentors, setting goals and pursuing actions aligned with their professional aspirations. Community Involvement Making a positive impact in the communities we serve is a guiding principle of our culture.
We also offer a leadership development program to identify and prepare future leaders through feedback and tailored development plans. Community Involvement Making a positive impact in the communities we serve is a guiding principle of our culture.
As of December 31, 2024, digital assets accounted for 8% of our U.S. inventory, yet generated 41% of our U.S. revenue for the year. According to MAGNA Global data from December 2024, U.S. digital out-of-home revenues are projected to grow at a 9.7% compounded annual growth rate from 2025 to 2029.
As of December 31, 2025, digital assets accounted for approximately 8% of our inventory but generated 44% of our revenue for the year, reflecting the attractive revenue economics of our growing digital portfolio. According to the Omnicom U.S.
Out-of-home’s large, high-impact displays and access to distinctive creative capabilities, such as three-dimensional elements and lighting effects, offer advertisers an impactful way to tell brand stories.
According to 2025 Scarborough Research data, over 90% of American adults are on the road each week. OOH’s large, high-impact displays and creative capabilities, such as digital technologies, three-dimensional elements and lighting effects, offer advertisers an impactful way to build brand awareness in select iconic and high-visibility locations, including roadside and airport environments.
We aim to capture a significant share of this growth by expanding our network of digital displays and continuing to invest in our teams and infrastructure to accelerate this process. Enhancing our RADAR Offering Clear Channel Outdoor RADAR (“RADAR”), our proprietary suite of data-driven solutions, helps brands plan, measure and amplify the impact of out-of-home advertising.
Advertising Market Model (Winter 2025), U.S. digital OOH revenues are projected to grow at a 9.0% compound annual rate from 2026 to 2030. We aim to capture a significant share of this growth by expanding our network of digital displays and continuing to invest in our teams and infrastructure to accelerate this process.
In airports, barriers to entry arise from the complexity of operating major advertising concessions.
In the U.S., federal, state and local regulations limit the development of new billboard inventory, and numerous signage ordinances make it challenging for new entrants to compete at scale. In airports, barriers to entry arise from the complexity of operating major advertising concessions.
Competition is primarily based on the ability to effectively reach and impact consumers. We also compete with other forms of advertising, including mobile, social media, online, broadcast, cable and streaming television, radio, print, direct mail and more. According to MAGNA Global data from December 2024, out-of-home accounts for nearly 3% of the U.S. advertising market.
We also compete with other forms of advertising, including digital media (such as search, social media and digital video), other traditional media (such as linear television, radio and print) and direct mail. According to the Omnicom U.S. Advertising Market Model (Winter 2025), OOH accounted for 2.3% of total U.S. advertising spend in 2025.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeA wide range of factors could materially affect future developments and performance, including but not limited to: • continued economic uncertainty, an economic slowdown or a recession, including as a result of increased tariffs and retaliatory trade regulations and policies; • our ability to service our debt obligations and to fund our operations, business strategy and capital expenditures; • the impact of our substantial indebtedness, including the effect of our leverage on our financial position and earnings; • the difficulty, cost and time required to implement our strategy, and the fact that we may not realize the anticipated benefits therefrom; • our ability to obtain and renew key contracts with municipalities, transit authorities and private landlords; • competition; • regulations and consumer concerns regarding privacy, digital services, data protection and the use of AI; • a breach of our information security measures; • legislative or regulatory requirements; • restrictions on out-of-home advertising of certain products; • environmental, health, safety and land use laws and regulations, as well as various actual and proposed ESG policies, regulations and disclosure standards; • the impact of the agreement to sell the businesses in our Europe-North segment and the potential sales of our businesses in Spain and Brazil; • the impact of the recent dispositions of the businesses in our Europe-South segment and in Latin America, as well as other strategic transactions or acquisitions; • third-party claims of intellectual property infringement, misappropriation or other violation against us or our suppliers; • volatility of our stock price; • the impacts on our stock price as a result of future sales of common stock, or the perception thereof, and dilution resulting from additional capital raised through the sale of common stock or other equity-linked instruments; • our ability to continue to comply with the applicable listing standards of the NYSE; • the restrictions contained in the agreements governing our indebtedness limiting our flexibility in operating our business; • the effect of credit ratings downgrades; • our dependence on our senior management team and other key individuals; • continued scrutiny and changing expectations from government regulators, municipalities, investors, lenders, customers, activists and other stakeholders; and • certain other factors set forth in our filings with the SEC. 24 Table of Contents This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative and is not intended to be exhaustive.
Biggest changeA wide range of factors could materially affect future developments and performance, including, but not limited to: • Uncertainties associated with the proposed Merger, including the failure to consummate the Merger in a timely manner or at all; • The occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, including circumstances requiring us to pay a termination fee pursuant to the Merger Agreement; • Failure to satisfy the conditions precedent to consummate the Merger, including 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 and obtaining required regulatory approvals; 25 Table of Contents • The risk that restrictions on the operation of our business during the pendency of the Merger may impact our ability to pursue certain business opportunities or strategic transactions or undertake certain actions we might otherwise have taken; • Potential litigation relating to, or other unexpected costs resulting from, the Merger; • Continued economic uncertainty, an economic slowdown or recession, or other macroeconomic factors, including as a result of increased tariffs and retaliatory trade regulations and policies; • Our ability to service our debt obligations and to fund our operations and capital expenditures; • The impact of our substantial indebtedness; • The difficulty, cost and time required to implement our strategy, and the fact that we may not realize the anticipated benefits therefrom fully or at all; • Our ability to obtain and renew key contracts with municipalities, transit authorities and private landlords on favorable terms; • Competition; • Regulations, consumer concerns and other challenges regarding privacy, digital services, data protection, cybersecurity and the use of AI; • A breach of our information security measures; • Legislative or regulatory requirements; • Restrictions on OOH advertising of certain products; • Environmental, health, safety and land use laws and regulations, as well as various actual and proposed changes to sustainability laws and regulations; • The impact of strategic transactions that we have pursued in the past and may, if we do not consummate the Merger, pursue in the future; • There can be no assurance that the process to sell our business in Spain will be successful or result in value for our stockholders; • Third-party claims or actions against us or our suppliers; • Volatility of our stock price; • The impacts on our stock price as a result of future sales of common stock if we remain a public company, or the perception thereof, and dilution resulting from additional capital raised through the sale of common stock or other equity-linked instruments; • Our ability to continue to comply with the applicable listing standards of the NYSE if the Merger is not consummated and we remain a public company; • The restrictions contained in the agreements governing our indebtedness limiting our flexibility in operating our business; • The effect of credit ratings downgrades; • Our dependence on our senior management team and other key individuals and any failure to retain them in light of the Merger; • Continued scrutiny and changing expectations from government regulators, municipalities, investors, lenders, customers, activists and other stakeholders; and • Certain other factors set forth in our filings with the SEC.
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 or other payment obligations in respect of our indebtedness when 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.
Our ability to make scheduled payments on our debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business, economic and other factors beyond our control. • We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal and 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.
Our ability to make scheduled payments on our debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business, economic and other factors beyond our control. • 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.
We are subject to a number of federal, state, local and foreign laws and regulations relating to consumer protection, information security, 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.
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.
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.
If our security measures are breached, we could lose valuable information, suffer disruptions to our business, including damage to our relationships with customers and business partners, and incur expenses and liabilities.
Similar risks also arise in certain of the international jurisdictions in which we operate. • There is a U.S. federal and state requirement that an owner remove any non-grandfathered, non-compliant signs along all controlled roads at the owner’s expense and without compensation, and in some instances, we have had to remove billboards as a result of such reviews. • Certain zoning ordinances provide for amortization, which is the required removal of legal non-conforming billboards (billboards that conformed with applicable laws and regulations when built, but which do not conform to current laws and regulations) or the commercial advertising placed on such billboards after a period of years.
Similar risks also arise in certain international jurisdictions in which we operate. • There is a U.S. federal and state requirement that an owner remove any non-grandfathered, non-compliant signs along all controlled roads at the owner’s expense and without compensation, and in some instances, we have had to remove billboards as a result of such reviews. • Certain zoning ordinances provide for amortization, which is the required removal of legal non-conforming billboards (billboards that conformed with applicable laws and regulations when built, but which do not conform to current laws and regulations) or the commercial advertising placed on such billboards after a period of years.
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 otherwise), the complexity of the delivery and installation within transit infrastructures, including airports, and increased costs of the energy necessary to power digital displays.
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; and increased costs of the energy necessary to power digital displays.
Our substantial amount of indebtedness and other obligations have negative consequences for us, including, without limitation: • Requiring us to dedicate a substantial portion of our cash flow to the payment of principal and interest on our indebtedness, thereby reducing cash available for other purposes, including to fund operations and capital expenditures, invest in digital conversions and new technology, and pursue other business and strategic opportunities; • Limiting our liquidity, operational flexibility and ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes; • Limiting our ability to adjust to changing economic, business and competitive conditions; • Requiring us to defer planned capital expenditures, reduce discretionary spending, sell assets, restructure existing indebtedness or defer acquisitions or other strategic opportunities, including our ability to enter into new agreements that will require capital expenditures; • Limiting our ability to refinance any of our indebtedness or increasing the cost of any such refinancing; • Making us vulnerable to fluctuations in interest rates, a downturn in our operating performance, a decline in general economic or industry conditions, or volatility in the credit markets; and • Making us more susceptible to negative changes in credit ratings, which could impact our ability to obtain financing in the future and increase the cost of such financing.
Our substantial amount of indebtedness and other obligations have negative consequences for us, including, without limitation: • Requiring us to dedicate a substantial portion of our cash flow to the payment of principal and interest on our indebtedness, thereby reducing cash available for other purposes, including to fund operations and capital expenditures, invest in digital conversions and new technology, and pursue other business and strategic opportunities; • Limiting our liquidity, operational flexibility and ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes; • Limiting our ability to adjust to changing economic, business and competitive conditions; • Requiring us to defer planned capital expenditures, reduce discretionary spending, sell assets, restructure existing indebtedness, or defer acquisitions or other strategic opportunities, including our ability to enter into new agreements that will require capital expenditures; • Limiting our ability to refinance any of our indebtedness or increasing the cost of any such refinancing; • Making us vulnerable to fluctuations in interest rates, a downturn in our operating performance, a decline in general economic or industry conditions, or volatility in the credit markets; and 15 Table of Contents • Making us more susceptible to negative changes in credit ratings, which could impact our ability to obtain financing in the future and increase the cost of such financing.
We cannot assure you that we will enter into or consummate successfully any liquidity-generating or debt-refinancing transactions, and we cannot currently predict the impact that any such transactions, if consummated, would have on us.
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.
Any failure to make payments of interest and 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.
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.
Our certificate of incorporation, as amended, provides that the Court of Chancery of the State of Delaware, subject to certain exceptions, is the sole and exclusive forum for: any derivative action or proceeding brought on our behalf; any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders; any action asserting a claim against us arising pursuant to any provision of the Delaware General Corporate Law, our certificate of incorporation or our By-laws; or any other action asserting a claim against us that is governed by the internal affairs doctrine.
Our certificate of incorporation, as amended, provides that the Court of Chancery of the State of Delaware, subject to certain exceptions, is the sole and exclusive forum for: any derivative action or proceeding brought on our behalf; any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders; any action asserting a claim against us arising pursuant to any provision of the Delaware General Corporate Law, our certificate of incorporation or our bylaws; or any other action asserting a claim against us that is governed by the internal affairs doctrine.
Our failure or perceived failure to comply with these or any future regulations, including those that may regulate the energy consumption affiliated 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. We intend to continue to expand the deployment of digital billboards.
Our failure or perceived failure to comply with these or any future regulations, including those that may regulate the energy consumption associated 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. We intend to continue to expand the deployment of digital billboards.
Moreover, our systems, servers and platforms are vulnerable to computer viruses, physical or electronic break-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-facing or internal platforms.
Moreover, our systems, servers and platforms are vulnerable to computer viruses, physical or electronic break-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 customer-facing or internal platforms.
Any future failure to remain in compliance with the NYSE’s continued listing standards, and any subsequent failure to timely resume compliance with the NYSE’s continued listing standards within the applicable cure period, if any, could have adverse consequences, including, among others, reducing the number of investors willing to hold or acquire our common stock, reducing the liquidity and market price of our common stock, adverse publicity, and a reduced interest in us from investors, analysts and other market participants.
Any future failure to remain in compliance with the NYSE’s continued listing standards, including failure to remain in compliance with the $1.00 bid price, and any subsequent failure to timely resume compliance with the NYSE’s continued listing standards within the applicable cure period, if any, could have adverse consequences, including, among others, reducing the number of investors willing to hold or acquire our common stock, reducing the liquidity and market price of our common stock, adverse publicity and a reduced interest in us from investors, analysts and other market participants.
We face intense competition in the out-of-home advertising business. The U.S. out-of-home 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.
We face intense competition in the OOH advertising business. The U.S. OOH 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.
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 can be adversely affected.
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 could be adversely affected.
Changes in laws and regulations affecting out-of-home advertising, or changes in their interpretation, could have a significant financial impact on us by requiring us to make significant expenditures to ensure compliance therewith or otherwise limiting or restricting some of our operations. Restrictions on out-of-home advertising of certain products may restrict the categories of clients that can advertise using our products.
Changes in laws and regulations affecting OOH advertising, or changes in their interpretation, could have a significant financial impact on us by requiring us to make significant expenditures to ensure compliance therewith or otherwise limiting or restricting some of our operations. Restrictions on OOH advertising of certain products may restrict the categories of clients that can advertise using our products.
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. We also obtain anonymous and/or aggregated audience behavior insights, such as aggregated historical mobile location data, about consumers from vetted third-party data providers.
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 solutions. We also license anonymous and/or aggregated audience behavior insights, such as aggregated historical mobile location data, about consumers from vetted third-party data providers.
Regulations governing categories of products that can be advertised through our advertising assets and platforms vary across the countries in which we conduct business. Certain products and services, such as tobacco, alcohol and high fat, salt and sugar foods are banned, restricted or specifically regulated in certain jurisdictions.
Regulations governing categories of products that can be advertised through our advertising assets and platforms vary across the states and countries in which we conduct business. In certain jurisdictions, products such as tobacco, alcohol and high fat, salt and sugar foods are banned, restricted or regulated.
Many of these regulations also govern the development of new out-of-home 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-home advertising locations.
Many of these regulations also govern the development of new OOH 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 OOH advertising locations.
Furthermore, these actions may not be permitted under the terms of our existing or future debt agreements. 13 Table of Contents • 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.
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.
Securities litigation and activist campaigns typically result in substantial costs and resources and divert the attention of management from the business. 20 Table of Contents If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.
Securities litigation and activist campaigns typically result in substantial costs and resources and divert the attention of management from the business. If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.
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. Regulatory Risks Government regulation of out-of-home advertising may restrict our out-of-home advertising operations.
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. Regulatory Risks Government regulation of OOH advertising may restrict our OOH advertising operations.
Claims that our suppliers infringe on the intellectual property rights of others could cause disruptions in our supply chain. Our suppliers have received, and in the future may receive, claims that they have infringed the intellectual property rights of others. Any such claim, with or without merit, could result in disruptions to our supply chain.
Our suppliers have received, and in the future may receive, claims that they have infringed the intellectual property rights of others. Any such claim, with or without merit, could result in disruptions to our supply chain.
In addition, we collect information, including personal information, 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, scanning QR codes and beacon technology. We use and share this information from and about consumers, business partners and advertisers for a variety of business purposes.
In addition, we collect information, including 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 and scanning QR codes. We use and share this information from and about consumers, business partners and advertisers for a variety of business purposes.
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 due 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, we had approximately $5.7 billion of total indebtedness outstanding.
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 due, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful. As of December 31, 2025, we had approximately $5.1 billion of total indebtedness outstanding.
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 reducing 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.
Market shares are subject to change for various reasons, including through consolidation of our competitors through processes such as mergers and acquisitions, which could reduce 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.
As the use of AI is a novel business model without an established track record, data sourcing, technology, integration and process issues, program bias into decision-making algorithms, concerns over intellectual property, the evolving regulatory landscape, security problems, and the protection of privacy could impair the adoption and acceptance of AI solutions and expose us to new risks.
As the use of AI is a novel business model without an established track record, any issues related to data sourcing, technology, integration or processes; program bias in decision-making algorithms; concerns over intellectual property; the evolving regulatory landscape; security problems; or the protection of privacy could impair the adoption and acceptance of AI solutions and expose us to new risks.
If members of our senior management or other key individuals decide to leave in the future, or if we are not successful in attracting, motivating and retaining other key employees, our business could be adversely affected. Our financial performance may be adversely affected by many factors beyond our control.
If members of our senior management or other key individuals decide to leave in the future, or if we are not successful in attracting, motivating and retaining other key employees, including as a result of the announcement of the Merger, our business could be adversely affected. Our financial performance may be adversely affected by many factors beyond our control.
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-home advertising structures. Internationally, countries where we operate have similar regulations.
All states have passed billboard control statutes and regulations generally governing the construction, repair, maintenance, upgrade, lighting, height, size, spacing, placement and permitting of OOH advertising structures. Foreign countries where we operate have similar regulations.
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 competitive position. Moreover, the advertiser/agency ecosystem is diverse and dynamic and also subject to consolidation.
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.
Despite current indebtedness levels, we and our subsidiaries may still be able to incur more debt, and this could exacerbate the risks associated with our leverage. As of December 31, 2024, remaining availability under our credit facilities was $181.3 million.
Despite current indebtedness levels, we and our subsidiaries may still be able to incur more debt, and this could exacerbate the risks associated with our leverage. As of December 31, 2025, remaining availability under our credit facilities was $205.8 million.
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.
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.
Public companies across all industries are facing increasing scrutiny and changing expectations from government regulators, municipalities, investors, lenders, customers, activists and other stakeholders with respect to various areas of their operations, including with respect to ESG and anti-ESG matters, such as diversity and inclusion and environmental stewardship. Responding to ESG and anti-ESG considerations involves risks and uncertainties.
Public companies across all industries are facing increasing scrutiny and changing expectations from government regulators, municipalities, investors, lenders, customers, activists and other stakeholders with respect to various areas of their operations, including with respect to environmental, social and governance (“ESG”) and anti-ESG matters, such as diversity and inclusion and environmental stewardship.
Stakeholders may request specific actions with respect to Company programs and initiatives and/or disclosure of data or certification that we are unable to effect or provide, or our performance may depend, in part, on third-party performance or data that is outside our knowledge or control.
Responding to ESG and anti-ESG considerations involves risks and uncertainties. Stakeholders may request specific actions with respect to Company programs and initiatives and/or disclosure of data or certification that we are unable to effect or provide, or our performance may depend, in part, on third-party performance or data that is outside our knowledge or control.
U.S. federal, state and local regulations have a significant impact on the out-of-home advertising industry and our business. One of the seminal laws for our business is the HBA, which regulates out-of-home advertising on controlled roads in the U.S., including billboard size and placement.
U.S. federal, state and local regulations have a significant impact on the OOH advertising industry and our business. One of the seminal laws for our business is the Highway Beautification Act, which regulates OOH advertising on controlled roads in the U.S., including billboard size and placement.
These agreements include covenants restricting, among other things, our ability and the ability of our restricted subsidiaries to: • incur or guarantee additional debt or issue certain preferred stock; • pay dividends, redeem or purchase capital stock or make other restricted payments; • redeem, repurchase or retire our subordinated debt; • make certain investments; 21 Table of Contents • create liens on our assets or on our restricted subsidiaries’ assets to secure debt; • create restrictions on the payment of dividends or other amounts to us from our restricted subsidiaries that are not guarantors of the notes; • enter into transactions with affiliates; • merge or consolidate with another company, or sell or otherwise dispose of all or substantially all of our assets; • sell certain assets, including capital stock of our subsidiaries; • alter the business that we conduct; and • designate our subsidiaries as unrestricted subsidiaries.
These agreements include covenants restricting, among other things, our ability and the ability of our restricted subsidiaries to: • Incur or guarantee additional debt or issue certain preferred stock; • Pay dividends, redeem or repurchase capital stock or make other restricted payments; • Redeem, repurchase or retire our subordinated debt; • Make certain investments; • Create liens on our assets or on our restricted subsidiaries’ assets to secure debt; • Create restrictions on the payment of dividends or other amounts to us from our restricted subsidiaries that are not guarantors of the notes; • Enter into transactions with affiliates; • Merge or consolidate with another company, or sell or otherwise dispose of all or substantially all of our assets; • Sell certain assets, including capital stock of our subsidiaries; • Alter the business that we conduct; and • Designate our subsidiaries as unrestricted subsidiaries. 23 Table of Contents These restrictions could affect our ability to operate our business and may limit our ability to react to market conditions or take advantage of potential business opportunities as they arise.
Any costs currently anticipated may significantly increase if we incur cost overruns due to technical difficulties or if we experience increased costs of energy, data, digital displays, materials and labor; suspensions or delays in installation and/or construction caused by us, our subcontractors, or due to external events beyond our control or otherwise; increased insurance, bonding and litigation expenses; the inability to recruit and maintain qualified personnel; or the inability, or increased costs, to comply with evolving government regulations and directives relating to use of digital services and data, including internet, mobile, privacy, marketing and advertising aspects of our business, all of which could have an adverse effect on our business, financial condition and results of operations. 14 Table of Contents 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 obtain on favorable terms.
Any costs currently anticipated may significantly increase if we incur cost overruns due to technical difficulties or if we experience increased costs of energy, data, digital displays, materials and labor; suspensions or delays in installation and/or construction caused by us, our subcontractors, or due to external events beyond our control or otherwise; increased insurance, bonding and litigation expenses; the inability to recruit and maintain qualified personnel; or the inability, or increased costs, to comply with evolving government regulations and directives relating to use of digital services and data, including internet, mobile, privacy, marketing and advertising aspects of our business, all of which could have an adverse effect on our business, financial condition and results of operations.
Because we do not pay dividends on our common stock, the price of our common stock must appreciate in order for stockholders to realize a gain on their investment.
Because we do not pay dividends on our common stock, and are unable to under the Merger Agreement, the price of our common stock must appreciate in order for stockholders to realize a gain on their investment.
Future sales of our common stock in the public market, or the perception that such sales may occur, could lower our stock price, and any additional capital raised by us through the sale of our common stock or other equity-linked instruments, or the issuance of equity awards by us, may dilute ownership percentages.
If the Merger is not consummated and we remain a public company, future sales of our common stock in the public market, or the perception that such sales may occur, could lower our stock price, and any additional capital raised by us through the sale of our common stock or other equity-linked instruments, or the issuance of equity awards by us, may dilute ownership percentages.
Even if the sale is completed successfully, we may be subject to additional risks, including: disruption of our business in our America and Airports segments as well as in our remaining international operations; significant transaction costs; distraction of our employees; difficulty in recruiting, hiring, motivating and retaining personnel; difficulty in maintaining or negotiating and consummating new business or strategic relationships or transactions; restrictions on the conduct of our businesses in the Europe-North segment; litigation relating to the sale against us, our directors and officers; inability to strengthen our liquidity, and realize some or all of the benefits from the transaction; and decline in the trading price of our common stock.
Even if a strategic transaction is completed successfully, we may be subject to additional risks, including: disruption of our business in our America and Airports segments; significant transaction costs; distraction of our employees; difficulty in recruiting, hiring, motivating and retaining personnel; difficulty in maintaining or negotiating and consummating new business or strategic relationships or transactions; litigation against us and/or our directors and officers; inability to strengthen our liquidity and realize some or all of the benefits from the transaction; and decline in the trading price of our common stock.
There can be no assurance, however, that management’s expectations will necessarily come to pass. Actual future events and performance may differ materially from the expectations reflected in our forward-looking statements. We do not intend, nor do we undertake any duty, to update any forward-looking statements.
There can be no assurance, however, that management’s expectations will necessarily come to pass. Actual future events and performance 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.
If we fail to satisfy our contractual obligations to our customers 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.
If we fail to satisfy our contractual obligations to our customers, 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. 16 Table of Contents We continue to develop and work on improving our technological offerings, including RADAR and our programmatic solutions.
From time to time, we have been approached by, and have had discussions with, third-party stakeholders on matters related to our corporate governance, cybersecurity and privacy approaches; our environmental stewardship programs; our corporate strategies; our approach to advertising content; executive compensation programs; other human capital management programs; compliance and risk management; and other aspects of our operations.
From time to time, we are approached by, and have discussions and negotiations with, third-party stakeholders on matters related to our corporate governance, cybersecurity and privacy approaches; our environmental stewardship programs; our corporate strategies, including stockholder value creation and certain strategic transactions; our approach to advertising content; executive compensation programs; other human capital management programs; compliance and risk management; and other aspects of our operations.
Although our debt indentures and credit agreements contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and we and our subsidiaries could incur additional indebtedness in the future.
Although our debt indentures and credit agreements contain restrictions on the incurrence of additional indebtedness, as does the Merger Agreement, these restrictions are subject to a number of qualifications and exceptions, and we and our subsidiaries could incur additional indebtedness in the future if the Merger is not consummated.
Sales of substantial amounts of our common stock in the public market by our stockholders, or the perception that these sales could occur, could adversely affect the price of our common stock and could impair our ability to raise capital through the sale of additional shares.
If the Merger is not consummated and we remain a public company, sales of substantial amounts of our common stock in the public market by our stockholders, or the perception that these sales could occur, could adversely affect the price of our common stock and impair our ability to raise capital through the sale of additional shares.
The rapid evolution of AI is only expected to increase the 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.
The rapid evolution of AI has increased 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.
Environmental, health, safety and land use laws and regulations, as well as various actual and proposed ESG policies, regulations and disclosure standards, may limit or restrict some of our operations.
Environmental, health, safety and land use laws and regulations, as well as various actual and proposed changes to sustainability laws and regulations, may limit or restrict some of our operations.
If we fail to satisfy the continued listing requirements of the NYSE, such as the minimum $1.00 bid price requirement, the NYSE may take steps to delist our common stock.
If the Merger is not consummated and we remain a public company and we fail to satisfy the continued listing requirements of the NYSE, such as the minimum $1.00 bid price requirement, the NYSE may take steps to delist our common stock.
In addition, even though we have recently experienced 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, and passengers’ discretionary income, among other factors.
For example, although we continue to experience 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.
Further, if the sale is not consummated, investor confidence could decline; litigation could be brought against us, our directors and officers; relationships with existing and prospective customers, vendors, investors, lenders and other business partners may be adversely impacted; and the trading price of our common stock could decline.
If strategic transactions, whether or not subject to market rumors or speculation, are not consummated, investor confidence could decline; litigation could be brought against us and/or our directors and officers; relationships with existing and prospective customers, vendors, investors, lenders and other business partners may be adversely impacted; and the trading price of our common stock could decline.
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.
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 may significantly reduce our cash flow and liquidity.
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.
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.
Any failure or perceived failure by us to comply with our policies or applicable legal and regulatory requirements related to consumer protection, information security, data protection, use of AI and privacy could result in a loss of confidence in us; damage to our brands; the loss of users of our services, consumers, business partners and advertisers; and proceedings against us by governmental authorities or others, including regulatory fines and private litigation, any of which could hinder our operations and adversely affect our business.
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. 18 Table of Contents Any failure or perceived failure by us to comply with our policies or applicable legal and regulatory requirements related to consumer protection, information security, data protection, use of AI and privacy could result in a loss of confidence in us; damage to our brands; the loss of users of our services, consumers, business partners and advertisers; and proceedings against us by governmental authorities or others, including regulatory fines and private litigation, any of which could hinder our operations and adversely affect our business.
Although we maintain a cybersecurity program, no security measures are perfect and impenetrable, and we, and outside parties we interact with, may be unable to anticipate or prevent unauthorized access of our websites, digital assets, proprietary business information and any information, including PI that we collect and share with others.
We, and outside parties we interact with, may be unable to anticipate or prevent unauthorized access to our websites, digital assets, proprietary business information and any information, including PI that we collect and share with others.
This competitive bidding process presents a number of risks, including the following: • We may expend substantial costs and managerial time and effort to prepare bids and proposals for contracts that we may not win; • 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; • We may be unable to estimate accurately the revenue derived from, and the resources and cost structure that will be required to service, any contract we win or anticipate changes in the operating environment on which our financial proposal was based; and • We may encounter expenses and delays if our competitors challenge awards of contracts to us in competitive bidding, and any such challenge could result in the resubmission of bids on modified specifications or in the termination, reduction or modification of the awarded contract.
This competitive bidding process presents a number of risks, including the following: • We may expend substantial costs and managerial time and effort to prepare bids and proposals for contracts that we may not win; • We may be unable to comply, or it may require substantial cost to comply, with various regulatory requirements and disclosure requests that are required or are recommended to win certain contracts with municipalities and transit authorities; • We may be unable to estimate accurately the revenue derived from, and the resources and cost structure that will be required to service, any contract we win or anticipate changes in the operating environment on which our financial proposal was based; and • We may encounter expenses and delays if our competitors challenge awards of contracts to us in competitive bidding, and any such challenge could result in the resubmission of bids on modified specifications or in the termination, reduction or modification of the awarded contract. 17 Table of Contents Our inability to successfully negotiate, renew or complete these contracts due to third-party or governmental demands and 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.
Continued fluctuations in inflation and interest rates 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 is directly affected by local and regional economic conditions.
Future fluctuations in interest rates and inflation are uncertain and could adversely impact our reported results. In addition, our ability to generate revenue in specific markets and from specific verticals is directly affected by local, regional and specific industry conditions.
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 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. 14 Table of Contents Our other cash requirements are for working capital used to fund the operations of the business and capital expenditures.
We have explored, and expect to 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, repurchasing outstanding notes in the open market with available liquidity, and deploying the proceeds from the dispositions of businesses, if completed.
We have completed, and if the 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; repurchasing outstanding notes through open market purchases, privately negotiated transactions or other means with available liquidity; and deploying the proceeds from the disposition of our business in Spain, if completed.
Any significant reduction in advertising of products due to content-related restrictions could cause a reduction in our direct revenues from such advertisements and an increase in available space on the existing inventory of billboards in the out-of-home advertising industry.
Any future significant reduction in advertising of such products could reduce our direct revenues from such advertisements and an increase in available space on the existing inventory of billboards in the OOH advertising industry.
Future cybersecurity incidents, including breaches, could have a material impact on our business, operations and reputation. 16 Table of Contents 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.
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.
Furthermore, we have been, and may be, subject to various other legal proceedings, regulatory actions, claims, inquiries and investigations from time to time relating to our business. Legal claims have been asserted against us, and could be asserted, by individuals, either individually or through class actions, by governmental entities in civil or criminal investigations and proceedings, or by other entities.
Legal claims have been asserted against us, and could be asserted, by individuals, either individually or through class actions, governmental entities in civil or criminal investigations and proceedings, or other entities.
In addition, the scope of the licenses granted to us may not include rights covering all of the products, services and technologies provided by us. The occurrence of any of the foregoing could harm our business, operating results and financial condition.
In addition, the scope of the licenses granted to us may not include rights covering all of the products, services and technologies provided by us.
Strategic Risks 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.
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.
The success of our strategy and the realization of the anticipated benefits thereof, depends, in part, on our ability to modernize our solutions and enhance out-of-home’s value to attract more advertisers and capture market share from other media, to grow our digital footprint, to enhance our technology offerings, to continue to invest in digital infrastructure to automate key processes, to add sales channels and tailor our approach to serve our clients, and to increase the speed, quality and repeatability of our key business processes.
The success of our strategy and the realization of the anticipated benefits 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 OOH’s value to attract more advertisers and capture market share from other media, to grow our digital footprint, to leverage our investments in technology to meet modern marketers’ demands, to continue to invest in digital infrastructure to streamline key processes, to add sales channels and tailor our approach to serve our customers, to accurately forecast customer needs, and to increase the speed, quality and repeatability of our key business processes.
We continue to develop and work on improving our technological offerings, including RADAR, as well as our programmatic solution. 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 make significant investments in research and development, connectivity solutions, data security and employee training.
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 are investing in research and development, connectivity solutions, data security, employee training and AI.
Our long-term future cash requirements will depend on many factors, including the growth of our business, our 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 businesses in Spain and Brazil.
Our long-term future cash requirements depend on a 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 business in Spain and the successful consummation of the Merger.
We cannot anticipate the impact of the current economic environment on our business, and any of the foregoing could materially harm our business.
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.
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.
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.
Any refinancing of our debt or debt-related capital markets transaction could be at higher interest rates, increasing our debt service obligations, and may require us to comply with more onerous covenants, which could further restrict our business operations.
Any such refinancing or transaction could occur at higher interest rates or may temporarily increase our interest expense payments for a fiscal period. This could materially increase our debt service obligations and may require us to comply with more onerous covenants, which could further restrict our business operations.
Additionally, deploying a new digital billboard or converting an existing printed billboard to digital typically requires application for a new permit, often pursuant to a regulatory process that may include multiple public hearings, ordinance amendments and, in some states such as California, environmental review, among other requirements that are beyond our control.
Additionally, deploying a new digital billboard or converting an existing printed billboard to digital typically requires application for a new permit, often pursuant to a regulatory process that may include multiple public hearings, ordinance amendments and, in some states such as California, environmental review, among other requirements that are beyond our control. 19 Table of Contents 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.
Likewise, our acquisitions involve risks, such as: • Acquisitions may prove unprofitable and fail to generate anticipated cash flows, and we may enter into markets or geographic areas where we have limited or no experience; • To successfully manage our large portfolio of out-of-home advertising and other businesses, we may need to recruit additional senior management as we cannot be assured that senior management of acquired businesses will continue to work for us, and we cannot be certain that our recruiting efforts will succeed; and • We may need to expand corporate infrastructure to facilitate the integration of our operations with those of acquired businesses as failure to do so may cause us to lose the benefits of any expansion that we decide to undertake by leading to disruptions in our ongoing businesses or by distracting our existing management, and we may encounter difficulties in the integration of operations and systems.
These strategic transactions could be material and may involve risks, such as: • Acquisitions may prove unprofitable, fail to generate anticipated cash flows, involve markets or geographic areas where we have limited or no experience, and divert management’s attention; • We may need to recruit additional senior management as we cannot be assured that senior management of acquired businesses will continue to work for us, and we cannot be certain that our recruiting efforts will succeed; • Acquisitions may require antitrust review by U.S. federal antitrust agencies or foreign antitrust agencies; and • We may need to expand corporate infrastructure to facilitate integration, and failure to do so may cause us to lose the benefits of any expansion.
These restrictions could affect our ability to operate our business and may limit our ability to react to market conditions or take advantage of potential business opportunities as they arise. For example, these restrictions could adversely affect our ability to finance our operations; make strategic acquisitions, investments or alliances; restructure our organization; refinance our debt or finance our capital needs.
For example, these restrictions could adversely affect our ability to finance our operations; make strategic acquisitions, investments or alliances; restructure our organization; refinance our debt; or finance our capital needs.
A large portion of our litigation arises in the following contexts: commercial disputes, personal injury claims, employment and benefits-related claims, land use and zoning disputes, governmental fines, intellectual property claims and tax disputes.
A large portion of our litigation arises in the following contexts: commercial disputes, personal injury claims, employment and benefits-related claims, land use and zoning disputes, governmental fines, intellectual property claims and tax disputes. An adverse outcome of a legal proceeding, regulatory action or government investigation may damage our reputation and force us to adjust our business practices.
In addition, under our Revolving Credit Facility, as amended, we are required to comply with a first lien net leverage ratio covenant if the balance of the Revolving Credit Facility is greater than $0 and undrawn letters of credit exceed $10 million.
In addition, our Revolving Credit Facility, as amended, includes a springing financial covenant that requires us to maintain a first lien net leverage ratio of less than 7.10 to 1.00 if the outstanding balance of the Revolving Credit Facility is greater than $0 or undrawn letters of credit exceed $10 million.
Certain additional factors that could adversely affect our financial performance by, among other things, decreasing overall revenues, the numbers of advertising customers, advertising fees or profit margins include, but are not limited to: • Our inability to successfully adopt, or our being late in adopting, technological changes and innovations that offer more attractive advertising alternatives than what we offer, which could result in a loss of advertising customers or lower advertising rates; 22 Table of Contents • Unfavorable shifts in population and other demographics, which may cause us to lose advertising customers as people migrate to markets where we have a smaller presence, or which may cause advertisers to be willing to pay less in advertising fees if the general population shifts into a less desirable age or geographical demographic from an advertising perspective; • 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; • Changes in labor conditions, including labor shortages and unification efforts, which may impair our ability to operate or require us to spend more to retain and attract qualified employees; • With respect to our remaining international operations, potential instability of foreign governments, potential adverse changes in the diplomatic relations of foreign countries with the U.S., changes in laws or regulations, unfavorable changes in trade policy, government policies against businesses owned by foreigners, risks of renegotiation or modification of existing agreements, the enforceability of contracts with governmental agencies and others, expropriations of property without adequate compensation, changes in tax structures, and potential violations of anti-corruption and fraud laws or regulations by employees, subcontractors or other agents; • Natural disasters and severe weather including fires, such as the Southern California wildfires in January 2025, earthquakes, floods and extreme weather temperatures, which could lead to a decrease in advertising in specific regions or more broadly; and • Health pandemics or epidemics, such as COVID-19, which, if transmitted around the globe and/or in the markets in which we operate, have in the past, and could in the future, adversely affect the out-of-home advertising industry, our revenues and our liquidity position, and could disrupt our business and adversely materially impact our financial results.
Certain additional factors that could adversely affect our financial performance by, among other things, decreasing overall revenues, the number of advertising customers, advertising fees or profit margins include, but are not limited to: • Unfavorable shifts in population and other demographics, which may cause us to lose advertising customers as people migrate to markets where we have a smaller presence, or which may cause advertisers to be willing to pay less in advertising fees if the general population shifts into a less desirable age or geographical demographic from an advertising perspective; • Changes in labor conditions, including labor shortages and unionization efforts, which may impair our ability to operate or require us to spend more to retain and attract qualified employees; • With respect to our remaining international operations, potential instability of foreign governments, potential adverse changes in the diplomatic relations of foreign countries with the U.S. and changes in laws or regulations; 24 Table of Contents • Natural disasters and severe weather including fires, such as the Southern California wildfires in January 2025, earthquakes, floods and extreme weather temperatures, which could lead to a decrease in advertising in specific regions or more broadly; and • Health pandemics or epidemics, such as COVID-19, which, if transmitted around the globe and/or in the markets in which we operate, have in the past, and could in the future, adversely affect the OOH advertising industry, our revenues and our liquidity position, and could disrupt our business and materially and adversely impact our financial results.
These investments may not result in improvements to RADAR, our programmatic capabilities or other technology we may create or adopt in the future and may not provide the desired results for our clients. If we are not able to deliver our solutions with differentiated features and functionality, our clients may not value or adopt these solutions.
However, these investments, or other technology we may create or adopt in the future, may 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 customers.
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.
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.
We are focused on driving incremental demand for sustainable long-term revenue growth while increasing operational efficiencies to enhance profitability, improve operating cash flows and reduce leverage. Our strategy centers on three key pillars: accelerating our digital transformation, prioritizing customer-centricity and driving executional excellence.
We are focused on driving incremental demand for sustainable long-term revenue growth while increasing operational efficiency to improve profitability, strengthen cash flow and reduce leverage. Our strategy centers on four pillars: focusing on customer-centricity, accelerating our technology capabilities, driving sales execution and strengthening our balance sheet.
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.
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 utilize commercially available third-party AI tools to assist our technology team with software code development.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeGarcia has almost 20 years of cybersecurity experience, spanning threat perspectives, cyber exercise development and training, enterprise vulnerability assessments, defensive and offensive network solutions, and operational evaluation of cyber products. Our European and Latin American businesses also maintain cybersecurity programs, which are led by experienced officers as outlined in the Company’s 2023 Annual Report on Form 10-K.
Biggest changeGarcia has almost 20 years of cybersecurity experience, spanning threat perspectives, cyber exercise development and training, enterprise vulnerability assessments, defensive and offensive network solutions, and operational evaluation of cyber products.
Under the oversight of the Audit Committee of our Board of Directors, as more fully explained below, and with the support of the Company’s compliance function and the Company’s internal and external audit functions, the Company operates an enterprise-wide risk management governance framework that sets standards and provides guidance for the identification, assessment, monitoring and control of the most significant risks facing the Company, including cybersecurity.
Under the oversight of the Audit Committee of our Board, as more fully explained below, and with the support of the Company’s compliance function and the Company’s internal and external audit functions, the Company operates an enterprise-wide risk management governance framework that sets standards and provides guidance for the identification, assessment, monitoring and control of the most significant risks facing the Company, including cybersecurity.
A strong partnership exists between our information technology, enterprise security, internal audit, and legal and compliance functions so that identified issues are addressed in a timely manner and incidents are reported to the appropriate regulatory bodies as required. Our Corporate Compliance Officer is Lynn A. Feldman, the Company’s Executive Vice President, Chief Legal Officer and Corporate Secretary. Ms.
A strong partnership exists between our information technology, enterprise security, internal audit and legal and compliance functions so that identified issues are addressed in a timely manner and incidents are reported to the appropriate regulatory bodies as required. Our Chief Compliance Officer is Lynn A. Feldman, the Company’s Executive Vice President, Chief Legal and Administrative Officer and Corporate Secretary. Ms.
For additional information about the Company’s cybersecurity risks, please refer to “Technology Risks” in Item 1A of this Annual Report on Form 10-K. Governance Our Board of Directors has delegated oversight of risks related to cybersecurity to the Audit Committee. The Audit Committee is, therefore, charged with reviewing our cybersecurity processes for assessing key strategic, operational and compliance risks.
For additional information about the Company’s cybersecurity risks, please refer to “Technology Risks” in Item 1A of this Annual Report on Form 10-K. Governance Our Board has delegated oversight of risks related to cybersecurity to the Audit Committee. The Audit Committee is, therefore, charged with reviewing our cybersecurity processes for assessing key strategic, operational and compliance risks.
Our Corporate Compliance Officer briefs the Audit Committee on cybersecurity risks at each of its meetings, which occur at least four times each year. These briefings include an assessment of cyber risks, an overview of the cyberthreat landscape, updates on cybersecurity incidents, and reports on our investments in cybersecurity risk mitigation strategies and technologies and related corporate governance.
Our Chief Compliance Officer briefs the Audit Committee on cybersecurity risks at each of its meetings, which occur at least four times each year. These briefings include an assessment of cyber risks, an overview of the cyberthreat landscape, updates on cybersecurity incidents, and reports on our investments in cybersecurity risk mitigation strategies and technologies and related corporate governance.
Feldman’s experience, please refer to the “ Information About Our Executive Officers ” section in this Annual Report on Form 10-K. Our domestic Chief Technology Officer, Christian Aaselund, oversees the integration and security of the Company’s digital products, infrastructure and all user-facing technology. Mr. Aaselund has over two decades of experience in technology leadership.
Feldman’s experience, please refer to the “ Information About Our Executive Officers ” section in this Annual Report on Form 10-K. 27 Table of Contents Our Chief Technology Officer, Nichole Boatsman, oversees the integration and security of the Company’s digital products, infrastructure and all user-facing technology. Ms.
In addition, our domestic and European chief technology officers brief the Audit Committee on cybersecurity risks at least annually.
In addition, our Chief Technology Officer briefs the Audit Committee on cybersecurity risks at least annually. The Audit Committee then provides updates on significant cybersecurity matters to the Board periodically.
Each CSSC meets quarterly and reports to the Company’s senior management team, including the Corporate Compliance Officer, on progress towards specific cybersecurity objectives.
Our business in Spain has a regional head of cybersecurity and a chief technology officer who oversee the business’s cybersecurity program and report to the Company’s senior management team, including the Chief Compliance Officer, on progress towards specific cybersecurity objectives.
Removed
The Audit Committee then provides updates on significant cybersecurity matters to the Board periodically. 25 Table of Contents Regional heads of cybersecurity and chief technology officers oversee their respective cybersecurity programs, including regional Cybersecurity Steering Committees (each, a “CSSC”), which are comprised of senior executives and extended leadership, and which provide oversight of cybersecurity investments by monitoring, evaluating, approving and supporting actions related to cybersecurity risk, incident management, investment and prioritization of projects and services.
Added
Boatsman brings over 15 years of technology leadership experience spanning both consulting and in-house executive roles. Her career includes driving large-scale digital transformation, leading enterprise SaaS and data platform strategy, and building inclusive, high-performing teams across complex organizations. Our cybersecurity program is overseen by our Head of Cybersecurity, Louie Garcia. Mr.
Removed
His career reflects a broad spectrum of expertise, from spearheading technology solutions in startups to executing strategic initiatives in large enterprises. Our domestic cybersecurity program is overseen by our Head of Cybersecurity, Louie Garcia. Mr.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe believe our properties are in good condition and suitable for our operations, and no single property is material to our overall operations. For additional information regarding our properties, including information about the operations of our structures and discontinued operations, refer to Item 1 of this Annual Report on Form 10-K.
Biggest changeFor additional information regarding our properties, including information about the operations of our structures, refer to Item 1 of this Annual Report on Form 10-K.
The operations of each of our out-of-home advertising branches are supported by various types of properties, including offices and production facilities, generally located in an industrial or warehouse districts, as well as advertising display sites that we lease, own, or for which we have acquired permanent easements or executed long-term management agreements.
The operations of each of our out-of-home advertising branches are supported by various types of properties, including offices and production facilities, generally located in industrial or warehouse districts, as well as advertising display sites that we lease, own, or for which we have acquired permanent easements or executed long-term management agreements.
ITEM 2. PROPERTIES Our corporate headquarters is located in San Antonio, Texas, where we lease space for executive offices and a business services center. We also lease executive offices in New York City. As of December 31, 2024, we operated in 81 DMAs across the U.S., including 43 of the top 50 DMAs.
ITEM 2. PROPERTIES Our corporate headquarters is located in San Antonio, Texas, where we lease space for executive offices and a business services center. We also lease executive offices in New York City. As of December 31, 2025, we operated in 81 DMAs across the U.S., including 43 of the top 50 DMAs.
In connection with our continuing operations, at December 31, 2024, we operated more than 61,800 print and digital out-of-home advertising displays. Specifically, our America segment had more than 48,700 displays across 28 U.S. DMAs, and our Airports segment had more than 13,100 displays across nearly 200 commercial and private airports in the U.S. and the Caribbean.
In connection with our continuing operations, at December 31, 2025, we operated more than 61,000 print and digital out-of-home advertising displays. Specifically, our America segment had more than 48,200 displays across 28 U.S.
Removed
As of December 31, 2024, we also operated in Europe and Latin America, which are classified as discontinued operations. These operations, including out-of-home advertising displays in 13 European countries and four Latin American countries, have either been sold or are currently held for sale. Additionally, our executive offices in London are associated with these discontinued operations.
Added
DMAs, and our Airports segment had more than 12,700 displays across a focused portfolio of more than 60 commercial airports, as well as a number of private airports, primarily in the U.S., with a limited presence in the Caribbean. As of December 31, 2025, we also operated in Spain.
Added
These operations are currently held for sale and are classified as discontinued operations. We believe our properties are in good condition and suitable for our operations, and no single property is material to our overall operations.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAny future decision to declare dividends will be at the discretion of our Board and will depend on factors such as our results of operations, financial condition, cash requirements, contractual restrictions, and other considerations deemed relevant by the Board.
Biggest changeAny future decision to declare dividends will be at the discretion of our Board and will depend on factors such as our results of operations, financial condition, cash requirements, the outcome of the pending Merger, contractual restrictions, and other considerations deemed relevant by the Board.
Stock Performance Graph The following chart compares the cumulative total shareholder return (adjusted for stock splits and dividends) of our common stock, the S&P 600 Index, and the stock of peer issuers (Lamar Advertising Company and Outfront Media, Inc.) from December 31, 2019 to December 31, 2024.
Stock Performance Graph The following chart compares the cumulative total shareholder return (adjusted for stock splits and dividends) of our common stock, the S&P 600 Index, and the stock of peer issuers (Lamar Advertising Company and Outfront Media, Inc.) from December 31, 2020 to December 31, 2025.
Cumulative total shareholder return is calculated by assuming a $100 investment on December 31, 2019 in our common stock, the index and the stock of each of our peer issuers, with any dividends reinvested. Indexed Yearly Stock Price Close (Price Adjusted for Stock Splits and Dividends) Source: Bloomberg ITEM 6. [RESERVED]
Cumulative total shareholder return is calculated by assuming a $100 investment on December 31, 2020 in our common stock, the index and the stock of each of our peer issuers, with any dividends reinvested. Indexed Yearly Stock Price Close (Price Adjusted for Stock Splits and Dividends) Source: Bloomberg
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Stockholders Shares of our common stock are listed on the NYSE under the symbol “CCO.” As of February 19, 2025, there were 490,058,313 shares of our common stock outstanding (excluding 14,101,991 shares held in treasury) and 159 stockholders of record.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Stockholders Shares of our common stock are listed on the NYSE under the symbol “CCO.” As of February 23, 2026, there were 498,488,033 shares of our common stock outstanding (excluding 16,063,884 shares held in treasury) and 161 stockholders of record.
Added
Under the terms of the Merger Agreement, without prior consent from Parent, we are unable to authorize, declare, set aside or pay any dividend or other distribution in respect of any shares of capital stock or other equity or voting interests.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeConsolidated Results of Continuing Operations (In thousands) Year Ended December 31, 2024 2023 2022 Revenue $ 1,505,230 $ 1,434,186 $ 1,381,564 Operating expenses: Direct operating expenses (1) 680,578 660,336 588,780 Selling, general and administrative expenses (1) 252,907 235,470 231,233 Corporate expenses (1) 126,904 129,248 118,762 Depreciation and amortization 173,998 196,811 173,726 Impairment charges — — 22,676 Other operating income, net (8,340) (4,488) (9,466) Operating income 279,183 216,809 255,853 Interest expense, net (401,541) (398,050) (334,055) Gain (loss) on extinguishment of debt (2,393) 3,817 — Other expense, net (8,378) (5,699) (784) Loss from continuing operations before income taxes (133,129) (183,123) (78,986) Income tax benefit attributable to continuing operations 9,365 23,679 89,907 Income (loss) from continuing operations (123,764) (159,444) 10,921 Loss from discontinued operations (52,114) (149,372) (105,309) Consolidated net loss (175,878) (308,816) (94,388) Less: Net income attributable to noncontrolling interests 3,376 2,106 2,216 Net loss attributable to the Company $ (179,254) $ (310,922) $ (96,604) (1) Excludes depreciation and amortization Consolidated Revenue Our revenue is generated from selling advertising on out-of-home displays we own or operate, including roadside billboards, street furniture and airport displays.
Biggest changeRestructuring and other costs are defined as costs associated with cost-saving initiatives such as severance, consulting, termination and other special costs. • Corporate expenses, depreciation and amortization, other operating income and expense, non-operating income and expenses, and income taxes are managed on a total company basis and, accordingly, are included only in our discussion of consolidated results of continuing operations. • Results of discontinued operations are presented and discussed separately below. 32 Table of Contents 2025 Compared to 2024 Consolidated Results of Continuing Operations (In thousands) Year Ended December 31, % 2025 2024 Change Revenue $ 1,604,140 $ 1,505,230 6.6% Operating expenses: Direct operating expenses 748,023 680,578 9.9% Selling, general and administrative expenses 262,383 252,907 3.7% Corporate expenses 110,925 126,904 (12.6)% Depreciation and amortization 174,952 173,998 0.5% Other operating income, net (2,749) (8,340) Operating income 310,606 279,183 Interest expense, net (395,649) (401,541) Loss on extinguishment of debt, net (14,956) (2,393) Other income (expense), net 1,199 (8,378) Loss from continuing operations before income taxes (98,800) (133,129) Income tax benefit (expense) attributable to continuing operations (4,947) 9,365 Loss from continuing operations (103,747) (123,764) Income (loss) from discontinued operations 128,486 (52,114) Consolidated net income (loss) 24,739 (175,878) Less: Net income attributable to noncontrolling interests 4,800 3,376 Net income (loss) attributable to the Company $ 19,939 $ (179,254) Consolidated Revenue Our revenue is generated from selling advertising on out-of-home displays we own or operate, including roadside billboards, street furniture and airport displays.
OVERVIEW Description of Our Business, Segments and Discontinued Operations 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.
OVERVIEW Description of Our Business, Segments and Discontinued Operations We generate revenue by selling advertising on out-of-home displays we own or operate, including roadside billboards, street furniture and airport displays, using both digital and printed formats.
These changes would not have led to impairment, as the fair value of each reporting unit would still exceed its carrying value.
These changes would not have led to an impairment, as the fair value of each reporting unit would still exceed its carrying value.
Additionally, the table below shows the decrease in the fair value of each reporting unit that would have resulted from a 100-basis-point decrease in revenue growth and profit margin assumptions, and a 100-basis-point increase in the discount rate assumption.
Additionally, the table below shows the decrease in the fair value of each reporting unit that would have resulted from a 100-basis-point decrease in revenue growth and EBITDA margin assumptions, and a 100-basis-point increase in the discount rate assumption.
These costs consist of both minimum guaranteed payments and revenue-sharing arrangements under lease and non-lease contracts. We lease the majority of the land occupied by our billboard structures under long-term site leases, which typically have initial terms of up to 20 years.
These arrangements include both fixed minimum payments and revenue-sharing components under lease and non-lease contracts. We lease the majority of the land occupied by our billboard structures under long-term site leases, which typically have initial terms of up to 20 years.
We regularly consider and discuss potential financing alternatives with our lenders and other parties. In the future, we may seek supplemental liquidity through additional financing from banks or other lenders, offerings of public or private debt, equity or equity-linked securities, strategic partnerships, or a combination thereof.
We have regularly evaluated potential financing alternatives with our lenders and other parties and may seek supplemental liquidity through additional financing from banks or other lenders, offerings of public or private debt, equity or equity-linked securities, strategic partnerships or a combination thereof.
References in this report to “the Company,” “we,” “us” and “our” refer to Clear Channel Outdoor Holdings, Inc. and its consolidated subsidiaries. 27 Table of Contents The MD&A is organized as follows: • Overview – Discussion of the nature, key developments and trends of our business, providing context for the rest of this MD&A. • Results of Operations – Analysis of our financial performance at both the consolidated and segment levels. • Liquidity and Capital Resources – Discussion of our short- and long-term liquidity, including material cash requirements and the anticipated sources of funds needed to meet these requirements. • Critical Accounting Estimates – Overview of the material accounting estimates that involve significant estimation uncertainty, which we believe are most relevant to understanding the assumptions and judgments in our consolidated financial statements.
The MD&A is organized as follows: • Overview – Discussion of the nature, key developments and trends of our business, providing context for the rest of this MD&A. • Results of Operations – Analysis of our financial performance at both the consolidated and segment levels. • Liquidity and Capital Resources – Discussion of our short- and long-term liquidity, including material cash requirements and the anticipated sources of funds needed to meet these requirements. • Critical Accounting Estimates – Overview of the material accounting estimates that involve significant estimation uncertainty, which we believe are most relevant to understanding the assumptions and judgments in our consolidated financial statements.
For a full reconciliation of our effective tax rate to statutory rates and further details on our provision for taxes, please refer to Note 9 to our Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.
For a full reconciliation of our effective tax rate to the statutory rate and additional details regarding our income tax provision, refer to Note 9 to our Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.
Assessing the recoverability of goodwill requires significant judgment and assumptions, including revenue, operating margins, growth rates and discount rates. These assumptions are based on our budgets, business plans, economic projections and marketplace data. In 2024, no impairments were recognized on goodwill.
Assessing the recoverability of goodwill requires significant judgment and assumptions, including revenue growth rates; earnings before interest, taxes, depreciation and amortization (“EBITDA”) margins; and discount rates. These assumptions are based on our budgets, business plans, economic projections and marketplace data. In 2025, no impairments were recognized on goodwill.
While we believe our estimates and assumptions are reasonable, the assumptions are not necessarily indicative of future results, and it is possible that a material change could occur. If future results are not consistent with our assumptions and estimates, we may be exposed to impairment charges in the future.
While we believe our estimates and assumptions are reasonable, actual results may differ, and a material change could occur. If future results are not consistent with our assumptions and estimates, we may be exposed to impairment charges in the future.
An increase in the IBR would decrease the net present value of minimum lease payments, which could reduce the likelihood of a lease being classified as a finance lease. For our U.S. business, we calculate the IBR monthly based on the yield of our most recently issued secured debt, currently the CCOH 7.875% Senior Secured Notes.
An increase in the IBR would decrease the net present value of minimum lease payments, which could reduce the likelihood of a lease being classified as a finance lease. We calculate the IBR monthly based on the yield of our most recently issued secured debt that is the longest-dated, currently the 7.500% Senior Secured Notes due 2033.
We did not engage in any significant debt transactions in 2022. Debt Covenants Our debt agreements contain certain debt covenants, as described in Note 6 to our Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K. As of December 31, 2024, we were in compliance with all of these covenants.
Debt Covenants Our debt agreements contain certain covenants, as described in Note 6 to our Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K. As of December 31, 2025, we were in compliance with all applicable covenants.
NEW ACCOUNTING PRONOUNCEMENTS For a description of the expected impact of newly issued but not yet adopted accounting pronouncements on our financial position and results of operations, refer to Note 2 to our Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K. 43 Table of Contents
These adjustments may impact our income tax expense, and the settlement of uncertain tax positions may require the use of cash. 42 Table of Contents NEW ACCOUNTING PRONOUNCEMENTS For a description of the expected impact of newly issued but not yet adopted accounting pronouncements on our financial position and results of operations, refer to Note 2 to our Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.
Cash Requirements Working Capital Needs We utilize working capital to fund our operations and meet certain contractual obligations, including commitments under site leases and other non-cancelable contracts. Site Lease Expense A significant cash requirement for our operations is site lease expenses, which include payments for land or space used by our advertising displays.
Cash Requirements Working Capital Needs We utilize working capital primarily to fund ongoing operations and to meet contractual obligations, including commitments under site leases and other non-cancelable contracts. Site lease payments represent our most significant operating cash requirement and consist of payments for land or space used by our advertising displays.
LIQUIDITY AND CAPITAL RESOURCES Liquidity Analysis Short-Term Liquidity Our primary cash requirements are for working capital used to fund the operations of the business, capital expenditures and debt service. We typically meet these needs through cash on hand, internally-generated cash flow from operations and, if necessary, borrowings under our credit facilities.
Liquidity Analysis Short-Term Liquidity 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.
Tax Provisions Our estimates of income taxes, including the significant items giving rise to deferred tax assets and liabilities, reflect our assessment of future taxes to be paid on items in the financial statements, considering both timing and the probability of realization.
This yield is extrapolated over a 30-year time horizon using a composite credit rating yield curve. Tax Provisions Our estimates of income taxes, including the significant items giving rise to deferred tax assets and liabilities, reflect our assessment of future taxes to be paid on items in the financial statements, considering both timing and the probability of realization.
We regularly review our uncertain tax positions and adjust our unrecognized tax benefits based on changes in facts and circumstances, including changes in tax law, interactions with taxing authorities, and case law developments. These adjustments may impact our income tax expense, and the settlement of uncertain tax positions may require the use of cash.
We regularly review our uncertain tax positions and adjust our unrecognized tax benefits based on changes in facts and circumstances, including changes in tax law, interactions with taxing authorities, and case law developments.
Credit Facilities We have access to a Revolving Credit Facility and a Receivables-Based Credit Facility, both of which include sub-facilities for letters of credit and short-term borrowings. No draws were made under either facility in 2024, 2023 or 2022.
Credit Facilities We have access to a Revolving Credit Facility and a Receivables-Based Credit Facility, each of which includes sub-facilities for letters of credit and short-term borrowings. No borrowings were outstanding under either facility i n 2025 or 2024.
The following assumptions were used in our annual impairment test performed as of July 1, 2024 to determine the fair value of our reporting units: • Expected cash flows for the initial 4.5-year period were based on detailed, multi-year forecasts from each operating segment, reflecting the advertising outlook across our businesses. • Cash flows were projected to grow at a perpetual growth rate of 3.0%. • A discount rate of 10.0% was applied to reporting units in continuing operations, while reporting units in discontinued operations were assigned discount rates ranging from 12.0% to 15.0%, reflecting the varying risks associated with future cash flows. 42 Table of Contents Based on this analysis, a hypothetical 10% reduction in the estimated fair value of each reporting unit with goodwill would not have resulted in an impairment.
The following assumptions were used in our annual impairment test performed as of July 1, 2025 to determine the fair value of our reporting units: • Expected cash flows for the initial 4.5-year period were based on detailed, multi-year forecasts from each operating segment, reflecting the advertising outlook across our businesses. • Cash flows were projected to grow at a perpetual growth rate of 3.0%. • A discount rate of 10.0% was applied to each reporting unit.
Sources of Capital and Liquidity Cash On Hand As of December 31, 2024, we had $164.3 million of cash and cash equivalents, including $54.6 million held by discontinued operations (our businesses in Europe and Latin America) and $3.3 million held by our continuing operations subsidiaries outside the U.S., primarily in the Caribbean.
Sources of Capital and Liquidity Cash On Hand As of December 31, 2025, we had $211.1 million of cash and cash equivalents, including $21.1 million held by discontinued operations in Spain and $5.0 million held by our continuing operations subsidiaries outside the U.S., primarily in the Caribbean.
The table below provides the restructuring and other costs included within consolidated SG&A expenses: (In thousands) Years Ended December 31, 2024 2023 2022 Restructuring and other costs $ 1,899 $ 850 $ 1,035 Corporate Expenses Corporate expenses primarily consist of infrastructure and support costs related to our information technology, human resources, legal, finance, business services and administrative functions, as well as overall executive leadership.
(In thousands) Year Ended December 31, % 2025 2024 Change Restructuring and other costs $ 1,268 $ 1,899 (33.2)% Corporate Expenses Corporate expenses primarily consist of infrastructure and support costs related to our information technology, human resources, legal, finance, business services and administrative functions, as well as overall executive leadership.
For additional details about our market risks, please refer to Item 7A of this Annual Report on Form 10-K. Furthermore, our significant interest payment obligations reduce our financial flexibility, make us more vulnerable to changes in operating performance and economic downturns generally, and reduce our liquidity over time.
For additional information regarding these risks, refer to Item 1A and Item 7A of this Annual Report on Form 10-K. In addition, our significant interest payment obligations reduce our financial flexibility, increase our vulnerability to changes in operating performance and economic conditions, and reduce our liquidity over time.
However, 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.
However, there is no assurance that such financing alternatives, liquidity-generating transactions or debt refinancing will be available in sufficient amounts, with reasonable interest rates, or on acceptable terms, or at all, due to market conditions, our financial condition or other factors beyond our control.
For details on our total future cash obligations under non-cancelable operating leases and other non-cancelable contracts for continuing operations, including schedules of future minimum payments, please refer to Notes 7 and 8 to our Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.
For additional information regarding our future minimum lease payments and contractual obligations under non-lease contracts, refer to Notes 7 and 8 to our Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.
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.
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.
Long-Term Liquidity Our long-term cash requirements will depend on many factors, including the growth of our business, 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 businesses in Spain and Brazil.
Long-Term Liquidity Our long-term cash requirements depend on a variety of factors, including the growth of our business, investments in digital conversions and new technologies, the timing and closing of the Merger, the costs related to the Merger, and the pursuit and outcome of strategic opportunities, including the completion of the sale of our business in Spain.
Management believes the following accounting estimates are critical to understanding and evaluating our financial results, as they require the most difficult, subjective or complex judgments and assumptions, with the potential for material impact if actual results differ.
Management believes the following accounting estimates are critical to understanding and evaluating our financial results, as they require the most difficult, subjective or complex judgments and assumptions, with the potential for material impact if actual results differ. 41 Table of Contents Goodwill We perform an impairment test on goodwill at least annually as of July 1, or more frequently if events or changes in circumstances indicate potential impairment.
Capital Expenditures and Acquisitions Capital Expenditures Our capital expenditures primarily relate to the construction and maintenance of our out-of-home advertising displays, including the ongoing deployment of digital displays as part of our long-term strategy to digitize our network. We believe cash flow from operations will generally be sufficient to fund these expenditures.
Capital Expenditures and Acquisitions Capital Expenditures Our capital expenditures primarily relate to the construction, enhancement and maintenance of our out-of-home advertising displays, including continued investment in digital displays as part of our long-term strategy to digitize our network.
The table below provides additional information about certain drivers of consolidated direct operating expenses: (In thousands) Years Ended December 31, 2024 2023 2022 Site lease expense $ 561,528 $ 549,394 $ 476,966 Reductions of rent expense on lease and non-lease contracts from rent abatements 10,311 24,893 46,939 Restructuring and other costs 1,064 280 421 Consolidated Selling, General and Administrative (“SG&A”) Expenses SG&A expenses primarily consist of employee-related costs for sales, marketing, segment leadership and support functions, as well as costs for marketing, facilities, information technology, and other general expenses.
(In thousands) Year Ended December 31, % 2025 2024 Change Site lease expense $ 624,164 $ 561,528 11.2% Reductions of rent expense on lease and non-lease contracts from rent abatements 1,440 10,311 (86.0)% Restructuring and other costs 118 1,064 (88.9)% Consolidated Selling, General and Administrative (“SG&A”) Expenses SG&A expenses primarily consist of employee-related costs for sales, marketing, segment leadership and support functions, as well as other costs associated with those functions, including sales and marketing-related expenses, facilities, information technology and other general expenses.
Following that, our next debt maturity will occur in August 2027, when the $1.25 billion aggregate principal of the CCOH 5.125% Senior Secured Notes becomes due. For additional details on our outstanding long-term debt and a schedule of future maturities, please refer to Note 6 to our Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.
For additional details on our outstanding long-term debt and a schedule of future maturities, refer to Note 6 to our Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.
We believe our sources of funds will be adequate to meet our cash requirements in the long-term. 35 Table of Contents 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.
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.
Debt Activity In March 2024, we issued $865.0 million aggregate principal amount of CCOH 7.875% Senior Secured Notes, which mature in April 2030, and used a portion of the proceeds to prepay $835.0 million of borrowings outstanding under the Term Loan Facility.
In connection with these transactions, we paid $62.0 million of accrued interest, a $36.1 million redemption premium and $26.3 million of other transaction fees and expenses. 2024 Debt Activity In March 2024, we issued $865.0 million aggregate principal amount of 7.875% Senior Secured No tes and used a portion of the proceeds to prepay $835.0 million of borrowings outstanding under the Term Loan Facility.
Additionally, most of our airport and street furniture displays are operated through long-term contracts, many of which have rent provisions based on the greater of a percentage of advertising revenue or a minimum guaranteed annual payment. Many of our lease agreements contain renewal options and annual rent escalation clauses.
In addition, most of our airport and street furniture displays operate under long-term contracts, many of which require payments based on the greater of a percentage of advertising revenue or a minimum guaranteed amount. Many of these arrangements include renewal or termination options and contractual rent escalation provisions.
In 2024, we incurred $10.0 million of debt modification expense related to the issuance of the CCOH 7.875% Senior Secured Notes and associated prepayment and refinancing of the Term Loan Facility.
Other Income (Expense), Net Other income, net, was $1.2 million in 2025, compared to other expense, net of $8.4 million in 2024. The year-over-year change primarily reflects the absence of debt modification expense recognized in 2024, when we incurred $10.0 million related to the issuance of senior secured notes and the associated prepayment and refinancing of the Term Loan Facility.
Gain (Loss) on Extinguishment of Debt In 2024, we recognized a loss of $2.4 million on extinguishment of debt related to the prepayment and amendment of the Term Loan Facility.
In 2024, we recognized a loss on extinguishment of debt of $2.4 million related to the prepayment and amendment of the Term Loan Facility. For additional information, refer to Note 6 to our Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.
Collectively, the transactions from March 2024 are referred to as the “March 2024 Debt Transactions.” For additional details, please refer to Note 6 to our Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K. 29 Table of Contents RESULTS OF OPERATIONS The following discussion of our results of operations focuses on continuing operations and is presented on both a consolidated and segment basis. • 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.
RESULTS OF OPERATIONS The following discussion of our results of operations focuses on continuing operations and is presented on both a consolidated and segment basis. • 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.
In addition, from time to time, we have explored, and expect to continue to explore, a variety of transactions to improve our liquidity and/or refinance our indebtedness.
From time to time, we have explored transactions to improve our liquidity and/or refinance our indebtedness and, if the Merger is not consummated, we may continue to explore such transactions.
For additional details on the major components of the loss from discontinued operations, please refer to Note 3 to our Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.
For additional information regarding income (loss) from discontinued operations, including details of the major components, refer to Note 3 to our Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K. 2024 Compared to 2023 For a comparison of our historical results of operations for the year ended December 31, 2024 to the year ended December 31, 2023, refer to Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2024 , filed with the SEC on February 24, 2025.
The refinanced term loans were issued at a 1% discount, and proceeds from the issuance, along with remaining proceeds from the CCOH 7.875% Senior Secured Notes issuance and cash on hand, were used to pay off the original term loans, $14.9 million of accrued interest, and $15.4 million of fees and expenses related to these transactions.
At the same time, we refinanced the remaining $425.0 million balance of the Term Loan Facility and extended its maturity. The refinanced term loans were issued at a 1% discount, and proceeds, together with cash on hand, were used to repay the original term loans, $14.9 million of accrued interest and $15.4 million of related transaction fees.
America Results of Operations (In thousands) Years Ended December 31, 2024 2023 2022 Revenue $ 1,143,510 $ 1,100,846 $ 1,105,552 Direct operating expenses (1) 443,856 437,861 412,302 SG&A expenses (1) 212,233 195,160 195,316 Segment Adjusted EBITDA 487,990 468,370 499,390 (1) Includes restructuring and other costs that are excluded from Segment Adjusted EBITDA.
America Results of Operations (In thousands) Year Ended December 31, % 2025 2024 Change Revenue $ 1,196,824 $ 1,143,510 4.7% Direct operating expenses (1) 478,584 443,856 7.8% SG&A expenses (1) 218,588 212,233 3.0% Segment Adjusted EBITDA 501,038 487,990 2.7% (1) Includes restructuring and other costs that are excluded from Segment Adjusted EBITDA.
Airports Results of Operations (In thousands) Years Ended December 31, 2024 2023 2022 Revenue $ 361,488 $ 311,605 $ 256,402 Direct operating expenses (1) 235,772 208,442 163,638 SG&A expenses (1) 37,954 34,941 31,900 Segment Adjusted EBITDA 87,860 68,226 60,864 (1) Includes restructuring and other costs that are excluded from Segment Adjusted EBITDA.
Airports Results of Operations (In thousands) Year Ended December 31, % 2025 2024 Change Revenue $ 407,127 $ 361,488 12.6% Direct operating expenses (1) 269,313 235,772 14.2% SG&A expenses (1) 42,595 37,954 12.2% Segment Adjusted EBITDA 95,219 87,860 8.4% (1) Includes restructuring and other costs that are excluded from Segment Adjusted EBITDA.
In each of these years, the income tax benefit from reported losses was partially offset by valuation allowances against current-period deferred tax assets, primarily related to interest expense carryforwards, due to uncertainty about our ability to realize those assets in future periods.
The effective tax rate in both years was significantly impacted by changes in the valuation allowance recorded against deferred tax assets, primarily related to interest expense carryforwards, due to uncertainty regarding our ability to realize those assets in future periods.
Additionally, in 2024, we acquired $7.6 million in assets, including permits, permanent easements and digital billboards, through a non-cash exchange with another out-of-home advertising provider. In 2024, we also acquired out-of-home advertising assets in our Europe-North segment for cash consideration of $8.4 million, primarily consisting of permits.
Acquisitions In 2025, we acquired out-of-home advertising assets in our America segment for total cash consideration o f $0.6 million, consisting of permits and easements. In 2024, we acquired out-of-home advertising assets in our America segment for cash consideration o f $9.0 million, as well as $7.6 million in assets through a non-cash exchange.
These repurchases, if any, could materially impact our liquidity, results of operations, or leverage ratios, which could affect our ability to comply with the covenants contained in our debt agreements. The decision to repurchase, if at all, will depend on factors such as prevailing market conditions, our liquidity requirements and contractual restrictions, and the amounts involved may be material.
Debt repurchases could materially impact our liquidity, results of operations or leverage ratios, and, as a result, our ability to comply with the covenants in our debt agreements. The amounts involved in any such transactions may be material. 37 Table of Contents We believe that our sources of liquidity will be adequate to meet our long-term cash requirements.
The table below presents our borrowings and excess availability under these credit facilities as of December 31, 2024: (in millions) Revolving Credit Facility Receivables-Based Credit Facility Total Credit Facilities (3) Borrowing limit (1) $ 115.8 $ 175.0 $ 290.8 Borrowings outstanding — — — Letters of credit outstanding (2) 43.2 66.3 109.5 Excess availability (3) $ 72.6 $ 108.7 $ 181.3 (1) The June 2023 amendments to the Senior Secured Credit Agreement and Receivables-Based Credit Agreement modified the borrowing limits as follows: The Revolving Credit Facility limit was reduced from $175.0 million to $150.0 million through August 23, 2024, and further reduced to $115.8 million through August 23, 2026.
The table below presents our borrowing limits, letters of credit outstanding and excess availability under these credit facilities as of December 31, 2025: (in millions) Revolving Credit Facility Receivables-Based Credit Facility Total Credit Facilities Borrowing limit (1) $ 100.0 $ 200.0 $ 300.0 Borrowings outstanding — — — Letters of credit outstanding (2) 6.9 87.3 94.2 Excess availability $ 93.1 $ 112.7 $ 205.8 (1) In connection with the June 2025 amendments, the Revolving Credit Facility commitment was reduced from $115.8 million to $100.0 million, and the maximum commitment under the Receivables-Based Credit Facility was increased from $175.0 million to $200.0 million (capped by a borrowing base that fluctuates based on our accounts receivable balance, as calculated under the Receivables-Based Credit Agreement).
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. 30 Table of Contents The table below provides information on consolidated digital revenue: (In thousands) Years Ended December 31, 2024 2023 2022 Digital revenue $ 622,251 $ 582,398 $ 536,376 Percent of total consolidated revenue 41.3 % 40.6 % 38.8 % Consolidated Direct Operating Expenses The largest component of our direct operating expenses is site lease expense, which includes rent for both lease and non-lease contracts and consists of payments for land or space used by our advertising displays, including minimum guaranteed payments and revenue-sharing arrangements.
(In thousands) Year Ended December 31, % 2025 2024 Change Digital revenue $ 707,695 $ 622,251 13.7% Percent of total consolidated revenue 44.1 % 41.3 % Consolidated Direct Operating Expenses The largest component of our direct operating expenses is site lease expense, which includes rent for both lease and non-lease contracts and consists of payments for land or space used by our advertising displays, including minimum guaranteed payments and revenue-sharing arrangements.
The table below provides additional information about certain drivers of corporate expenses: (In thousands) Years Ended December 31, 2024 2023 2022 Share-based compensation expense (1) $ 23,076 $ 17,547 $ 17,836 Restructuring and other costs (2) 4,878 20,550 9,950 (1) Excludes share-based compensation expense for employees of discontinued operations for all periods presented.
(In thousands) Year Ended December 31, % 2025 2024 Change Share-based compensation expense (1) $ 25,474 $ 23,076 10.4% Restructuring and other costs (reversals), net (2) (4,879) 4,878 NM (1) Excludes share-based compensation expense for employees of discontinued operations for all periods presented.
We used the proceeds, along with cash on hand, to redeem the outstanding $375.0 million CCIBV Senior Secured Notes, which were scheduled to mature in August 2025, and to pay $11.8 million of accrued interest and $5.3 million in transaction fees. At December 31, 2024, we had accrued $0.4 million in unpaid fees related to these transactions.
Also in March 2024, CCIBV entered into a $375.0 million Term Loan Facility, which was issued at a 1% discount. The proceeds, together with cash on hand, were used to redeem the outstanding $375.0 million CCIBV Senior Secured Notes and to pay $11.8 million of accrued interest.
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.
Consolidated direct operating expenses increased by $67.4 million, or 9.9%, in 2025 compared to 2024, primarily driven by higher site lease expense, reflecting the impact of the MTA contract, higher rent associated with increased advertising revenue, and, to a lesser extent, lower rent abatements.
The table below provides information about America site lease expense and rent abatements: (In thousands) Years Ended December 31, 2024 2023 2022 Site lease expense $ 346,171 $ 348,229 $ 322,725 Reductions of rent expense on lease and non-lease contracts from rent abatements 60 6,439 14,847 33 Table of Contents America SG&A Expenses America SG&A expenses increased by $17.1 million, or 8.7%, in 2024 compared to 2023, largely due to higher employee compensation costs, driven by higher variable-incentive compensation, increased sales headcount and pay increases.
(In thousands) Year Ended December 31, % 2025 2024 Change Site lease expense $ 247,130 $ 215,355 14.8% Reductions of rent expense on lease and non-lease contracts from rent abatements 1,440 10,251 (86.0)% Airports SG&A Expenses Airports SG&A expenses increased by $4.6 million, or 12.2%, in 2025 compared to 2024, primarily driven by higher employee compensation, reflecting higher incentive-based pay, additional sales headcount and pay increases.
International Sales Processes and Dispositions Since December 2021, we have been evaluating strategic alternatives for our international operations, including potential divestitures, as part of a broader strategy to focus on growing our more profitable U.S. operations, improving our organic cash flow and reducing leverage.
International Sales Processes and Dispositions Since late 2021, we have pursued strategic actions to simplify our operating structure and focus on our more profitable U.S. operations, with the objective of improving organic cash flow and reducing leverage. During 2023, we completed the sales of our businesses in Switzerland, Italy and France.
(3) Includes non-cash operating lease expense; depreciation, amortization and impairment charges; loss on classification as held for sale and disposition of businesses and/or operating assets, net; share-based compensation; amortization of deferred financing charges and note discounts; foreign exchange transaction gain; credit loss expense; deferred taxes; loss or gain on extinguishment of debt and debt modification expense, net; and other reconciling items. 41 Table of Contents CRITICAL ACCOUNTING ESTIMATES The preparation of our financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires Company management to make estimates, judgments and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities, and the disclosure of contingent assets and liabilities, in our financial statements.
CRITICAL ACCOUNTING ESTIMATES The preparation of our financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires Company management to make estimates, judgments and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities, and the disclosure of contingent assets and liabilities, in our financial statements.
Cash Flow from Operations Net cash provided by operating activities primarily results from cash collected from customers for our out-of-home advertising services, offset by cash payments for site leases, production, installation and maintenance costs, employee compensation, marketing, facility and information technology expenses, interest on debt, taxes and other corporate expenditures.
At present, any remaining 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 trigger a U.S. federal income tax liability. 39 Table of Contents Cash Flow from Operations Net cash provided by operating activities primarily reflects cash collected from customers for our out-of-home advertising services, offset by cash payments for site leases, operating costs, employee compensation, interest on debt, taxes and other corporate expenditures.
If we cannot generate sufficient cash from operations or secure sources of supplemental liquidity as needed, we could face substantial liquidity problems, which could have a material adverse effect on our financial condition and ability to meet our obligations.
In addition, the terms of our existing or future debt agreements may limit our ability to incur additional debt. If we are unable to generate sufficient cash from operations or secure supplemental liquidity as needed, our financial condition and ability to meet our obligations could be adversely affected.
Airports Direct Operating Expenses Airports direct operating expen ses increased by $27.3 million, or 13.1%, in 2024 compared to 2023, and by $44.8 million, or 27.4%, in 2023 compared to 2022. These increases were primarily driven by higher site lease expense resulting from higher revenue and, to a lesser extent, lower rent abatements.
Airports Direct Operating Expenses Airports direct operating expenses increased by $33.5 million, or 14.2%, in 2025 compared to 2024, primarily driven by higher site lease expense, which reflected revenue growth and, to a lesser extent, lower rent abatements. 36 Table of Contents The table below provides additional information on Airports site lease expense and rent abatements.
Additionally, letters of credit under the Receivables-Based Credit Facility included a $6.3 million letter of credit related to our business in Spain.
(2) As of December 31, 2025, the letter of credit outstanding under the Revolving Credit Facility related to our business in Spain.
(In thousands) Decrease in fair value of reporting unit Revenue growth rate (100 basis point decrease) Profit margin (100 basis point decrease) Discount rate (100 basis point increase) America $ (723,308) $ (142,415) $ (621,728) Airports (78,147) (46,441) (62,156) Europe-North (91,780) (63,528) (70,244) There were no indicators of impairment as of December 31, 2024.
(In thousands) Revenue growth rate EBITDA margin Discount rate Decrease in fair value of reporting unit (100 basis point decrease) (100 basis point decrease) (100 basis point increase) America $ (666,866) $ (140,031) $ (615,926) Airports (64,440) (49,390) (57,254) There were no indicators of impairment as of December 31, 2025.
For details on our total future capital expenditure commitments for continuing operations, including a schedule of future minimum payments, please refer to Note 8 to our Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K. These obligations exclude amounts related to discontinued operations.
For additional information regarding 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.
Depreciation and Amortization Depreciation and amortization expense includes the depreciation of our advertising structures and other property, plant and equipment and the amortization of our finite-lived intangible assets. Depreciation and amortization decreased by $22.8 million, or 11.6%, in 2024 compared to 2023, due to certain structures becoming fully depreciated in the third quarter of 2023.
(2) Percentage changes that are so large as to not be meaningful have been designated as “NM.” Depreciation and Amortization Depreciation and amortization expense includes the depreciation of our advertising structures and other property, plant and equipment and the amortization of our finite-lived intangible assets. Depreciation and amortization increased by $1.0 million, or 0.5%, in 2025 compared to 2024.
We will use the anticipated net proceeds from the sale, after payment of transaction-related fees and expenses, to prepay in full the outstanding CCIBV term loans in the principal amount of $375 million, plus any accrued interest.
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 status and outcome of the pending Merger.
In 2023 and 2022, we received compensation from local governments for the condemnation and removal of billboards in certain markets, partially offset by a reduction in the underlying value of the condemned assets. In 2024 and 2023, these net gains were partially offset by transaction costs related to structural initiatives of $5.2 million and $2.4 million, respectively.
These net gains were partially offset by transaction costs related to structural initiatives and financial advisory services of $2.1 million in 2025 and $5.2 million in 2024.
In 2024, 2023 and 2022, net cash provided by operating activities was $79.7 million, $31.3 million and $140.0 million, respectively. In 2024, net cash provided by operating activities increased by $48.5 million compared to 2023.
In 2025 and 2024, net cash provided by operating activities wa s $114.9 million and $79.7 million, respectively. In 2025, net ca sh provided by operating activities increased by $35.1 million c ompared to 2024.
In June 2023, we amended the Senior Secured Credit Agreement (which governs the Revolving Credit Facility) and the Receivables-Based Credit Agreement, extending the maturity date of substantially all commitments under these credit facilities to August 23, 2026, in the amounts set forth below. These amendments also resulted in changes to the borrowing limits for each facility, as summarized below.
In June 2025, we amended the Senior Secured Credit Agreement (which governs the Revolving Credit Facility) and the Receivables-Based Credit Agreement to, among other things, extend the maturity dates of the related commitments to June 12, 2030 and revise the borrowing limits of the respective facilities, as detailed in footnote (1) to the table below.
Our portfolio includes both printed and digital displays. 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.
Our portfolio includes both printed and digital displays. Consolidated revenue increased by $98.9 million, or 6.6%, in 2025 compared to 2024, reflecting growth across both segments.
We believe our current sources of funds will be sufficient to meet our cash requirements for at least the next 12 months.
In 2025, we also received net cash proceeds from the sales of our former Europe-North segment businesses and Latin American businesses, a portion of which was used to reduce outstanding debt. We believe these sources of liquidity will be sufficient to meet our cash requirements for at least the next 12 months.
The table below provides information about Airports digital revenue: (In thousands) Years Ended December 31, 2024 2023 2022 Digital revenue $ 207,158 $ 186,528 $ 147,361 Percent of total segment revenue 57.3 % 59.9 % 57.5 % National sales accounted for 59.4%, 58.8% and 53.7% of Airports revenue in 2024, 2023 and 2022, respectively, with the remainder coming from local sales.
The table below provides additional information on Airports digital revenue. (In thousands) Year Ended December 31, % 2025 2024 Change Digital revenue $ 262,216 $ 207,158 26.6% Percent of total segment revenue 64.4 % 57.3 % Revenue growth by sales channel primarily reflected higher national sales, with local sales also contributing.
In September 2023, we repurchased in the open market $5.0 million principal amount of the CCOH 7.750% Senior Notes and $10.0 million principal amount of the CCOH 7.500% Senior Notes for a total of $11.8 million, excluding accrued interest. The repurchased notes are held by a subsidiary of the Company and have not been cancelled.
The total cash payment for these repurchases was $203.4 million, including accrued interest of $4.0 million and related fees. The repurchased notes are currently held by the Company and have not been canceled. On August 4, 2025, we issued $1,150.0 million aggregate principal amount of 7.125% Senior Secured Notes and $900.0 million aggregate principal amount of 7.500% Senior Secured Notes.
In 2023, we recognized a gain of $3.8 million on extinguishment of debt, primarily from the open market repurchase of $15.0 million principal amount of CCOH Senior Notes at a discount. Other Expense, Net Other expense, net, was $8.4 million, $5.7 million and $0.8 million in 2024, 2023 and 2022, respectively.
Loss on Extinguishment of Debt, Net In 2025, we recognized a net loss on extinguishment of debt of $15.0 million, driven by a $43.8 million loss related to the August 2025 senior secured notes refinancing transactions, partially offset by a $28.8 million gain recognized on the repurchase of a portion of our senior unsecured notes in open-market transactions at a discount.
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.
Consolidated SG&A expenses increased by $9.5 million, or 3.7%, in 2025 compared to 2024, primarily driven by higher employee compensation, reflecting sales-driven incentives and increased headcount, pay and related benefit costs. The table below summarizes restructuring and other costs included within consolidated SG&A expenses.
In 2023, we completed the sales of our businesses in Switzerland, Italy and France, on March 31, May 31, and October 31, respectively. We used the net proceeds from these sales, after payment of transaction-related fees and expenses, to improve liquidity and increase financial flexibility of the business as permitted under our debt agreements.
The net proceeds from these completed transactions were used primarily to improve liquidity, increase financial flexibility and reduce indebtedness, as permitted under our debt agreements, including the full repayment of the CCIBV Term Loan Facility.
In 2023, we received net cash proceeds of $59.8 million from business and asset dispositions, including $84.9 million from the sale of our former Switzerland business and $4.3 million from the sale of our former Italy business, net of transaction costs and cash sold.
Dispositions In 2025, we received net cash proceeds of $607.8 million fro m business and asset dispositions.
On January 8, 2025, we entered into a definitive agreement to sell the businesses in our Europe-North segment to Bauer Radio Limited, a subsidiary of Bauer Media Group, for a purchase price of $625 million, subject to certain customary adjustments. The transaction is expected to close in 2025, upon satisfaction of regulatory approvals.
In September 2025, we entered into a definitive agreement to sell our remaining discontinued operations in Spain for a purchase price of approximately $135.1 million, based on the prevailing exchange rate as of December 31, 2025, subject to certain customary adjustments.
These were partially offset by $43.0 million in net cash delivered to the buyer and transaction costs related to the sale of our former France business. The remaining proceeds were from asset dispositions.
These proceeds, net of direct transaction costs paid and cash transferred with the businesses, includ ed $572.0 million fr om the sale of the businesses constituting our Europe-North segmen t, $11.9 million fr om the sale of our businesses in Mexico, Peru and Chile, and $8.2 million from the sale of our business in Brazil, with the remaining proceeds from asset dispositions.
Additionally, we acquired the UIP group, a business that develops and operates urban infrastructure in Norway, including bike-sharing programs and bus shelters, for cash consideration of $9.3 million, net of cash acquired. 37 Table of Contents Debt Service Obligations Interest Payments A significant portion of our cash requirements is for debt service obligations.
In addition, during 2024, we acquired out-of-home advertising assets in our former Europe-North segment for cash consideration of $8.4 million and paid $9.3 million in cash consideration, net of cash acquired, to acquire a business that develops and operates urban infrastructure in Norway.
(3) Due to rounding, totals may not sum exactly as presented in the table above. 39 Table of Contents For more details on each of these credit facilities, please refer to Note 6 to our Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.
These decreases were partially offset by higher interest expense for 2025 associated with the August 2025 senior secured notes refinancing. For additional information regarding these transactions, refer to Note 6 to our Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.
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.
Upon repayment, the credit agreement was terminated and all related guarantees and collateral were released. During the second quarter of 2025, we repurchased $95.7 million aggregate principal amount of our 7.750% Senior Notes and $134.1 million aggregate principal amount of our 7.500% Senior Notes in open market transactions at a discount.
Assuming no additional refinancing, new debt issuance or principal prepayments, we expect cash interest payments of approximately $422 million in 2025, including $28 million related to the CCIBV Term Loan Facility.
Based on our outstanding indebtedness as of December 31, 2025, and assuming no additional debt prepayments, repurchases, refinancings or issuances, we expect to pay approximately $401 million of cash interest in 2026, including the first interest payments on the 7.125% and 7.500% Senior Secured Notes, and approximately $390 million of cash interest in 2027.
Removed
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).
Added
References in this report to “the Company,” “we,” “us” and “our” refer to Clear Channel Outdoor Holdings, Inc. and its consolidated subsidiaries.
Removed
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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAs of December 31, 2024, following the March 2024 Debt Transactions, variable-rate debt accounted for approximately 9% of our total long-term debt, down from 22% as of December 31, 2023.
Biggest changeAs of December 31, 2025, variable-rate debt accounted for approximately 8% of our total long-term debt, down from 9% as of December 31, 2024, as a result of the full repayment of the CCIBV Term Loan Facility, a portion of which was subject to variable interest rates.
Interest Rate Risk Our financial results are affected by changes in interest rates, as a portion of our debt (specifically the Term Loan Facility, Revolving Credit Facility, Receivables-Based Credit Facility, and a portion of the CCIBV Term Loan Facility) bears interest at variable rates.
Interest Rate Risk Our financial results are affected by changes in interest rates, as a portion of our debt (specifically the Term Loan Facility, Revolving Credit Facility and Receivables-Based Credit Facility) bears interest at variable rates.
We believe we have partially offset the impact of inflation by increasing advertising rates for our out-of-home displays and have taken steps to manage costs. However, the precise impact of inflation on our margins and earnings remains uncertain, and we continue to monitor macroeconomic factors, including potential changes in trade policies and fluctuations in energy prices. 44 Table of Contents
We believe we have partially offset the impact of inflation by increasing advertising rates for our out-of-home displays and have taken steps to manage costs. However, the future impact of inflation on our margins and earnings remains uncertain, and we continue to monitor macroeconomic factors, including changes in trade policies. 43 Table of Contents
Assuming current borrowings, a 100-basis-point increase in the Secured Overnight Financing Rate would have resulted in a $5.1 million increase in our 2024 interest expense. This analysis assumes no actions from management to mitigate the impact of interest rate increases and does not consider the potential broader economic effects of such rate changes.
Based on outstanding variable-rate borrowings as of December 31, 2025, a 100-basis-point increase in the Secured Overnight Financing Rate (“SOFR”) would result in a $4.3 million increase in our annual interest expense. This analysis assumes no actions from management to mitigate the impact of interest rate increases and does not consider the potential broader economic effects of such rate changes.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are exposed to market risks from changes in interest rates, foreign currency exchange rates and inflation, which are interrelated. While inflation has moderated from its peak in 2022 and the U.S.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are exposed to market risks from changes in interest rates and inflation. Future fluctuations in these factors could affect our financial results.
Conversely, a decrease in interest rates could lead management to consider actions to capitalize on such movements. Foreign Currency Exchange Rate Risk We have historically operated in America, Europe, Singapore and Latin America, with foreign operations denominated in their local currencies.
Conversely, a decrease in interest rates could reduce interest expense and lead management to consider actions to capitalize on such movements.
Removed
Federal Reserve reduced the federal funds rate in 2024, inflation remains elevated, and high interest rates continue to impact our cost of debt. Future fluctuations in these factors are uncertain and could continue to affect our financial results.
Added
Our weighted average cost of debt increased from 7.4% at December 31, 2024 to 7.6% at December 31, 2025, mainly due to the August 2025 refinancing of certain senior secured notes, as discussed in “Liquidity and Capital Resources” within Item 7 of this Annual Report on Form 10-K. The U.S.
Removed
Upon repayment of the CCIBV Term Loan Facility, which we expect to complete in 2025 using net proceeds from the sale of the Europe-North businesses, we anticipate the proportion of our total debt that is variable-rate will decrease to 8%, assuming no other changes to debt balances. In response to inflation, the U.S.
Added
Federal Reserve reduced the federal funds rate in late 2024 and on three consecutive occasions in 2025; however, borrowing costs remain elevated relative to recent historical averages. Higher interest rates generally impact our financial results through increased interest expense.
Removed
Federal Reserve raised interest rates in 2022 and 2023, which increased our weighted average cost of debt. After remaining steady for a year, the federal funds rate was reduced in late 2024 as inflation slowed.
Added
Foreign Currency Exchange Rate Risk As of December 31, 2025, our exposure to foreign currency exchange rate risk is limited as we have exited substantially all of our historical international operations, and our operations in Spain are classified as discontinued.
Removed
As a result, and combined with the reduced proportion of variable-rate debt, our weighted average cost of debt decreased slightly from 7.5% at December 31, 2023, to 7.4% at December 31, 2024. Higher interest rates generally impact our financial results through increased interest expense.
Added
Our remaining exposure primarily relates to the potential proceeds from the pending sale of our business in Spain, which are denominated in Euros. In the third quarter of 2025, we entered into a purchased foreign exchange option to economically hedge the anticipated U.S. dollar proceeds from this transaction.
Removed
As a result, we have been exposed to market risks related to fluctuations in foreign currency exchange rates, primarily involving the value of the U.S. dollar relative to the Euro, British pound sterling and other European currencies.
Added
Inflation Risk Inflation affects the economies in which we operate, impacting costs such as electricity, labor, rent, materials and equipment. During 2025, inflation moderated from previous elevated levels but remained above the U.S. Federal Reserve’s long-term target.
Removed
However, now that nearly all of our international operations are classified as discontinued, we expect foreign currency exchange rate risk to be minimal moving forward. In 2023, we purchased a foreign currency exchange option to hedge anticipated proceeds from the sale of our business in Spain, which was expected to close in 2024.
Removed
However, after the sales agreement was terminated in October 2024, we unwound the hedge and recouped the residual value, less associated fees. Inflation Risk Inflation affects the economies in which we operate, impacting costs such as electricity, labor, rent, materials and equipment. While inflation rates have moderated since their peak in 2022, global inflation remains elevated.

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