This filing is procedural and does not contain new financial or operational data. Traders should focus on the pending merger announcement for material impact. The confirmation of the $2.43 per share price provides clarity on the near-term exit value for shareholders. Monitor for the merger's closing, which will delist the stock.
Price Chart
Executive Summary
This 10-K/A filing is an amendment to Clear Channel Outdoor Holdings' annual report, filed solely to include Part III information (directors, executive compensation, and related matters) that was omitted from the original filing. It does not contain new financial results or material operational updates. The filing confirms the pending $2.43 per share take-private merger with Mubadala Capital and TWG Global, details executive compensation for 2025, and outlines director biographies and governance practices.
Key Facts
- The 10-K/A is a non-material amendment filed to include Part III information required by Form 10-K, as the company will not file a proxy statement within 120 days of year-end.
- The filing confirms the pending merger agreement with Madison Parent Inc. (Mubadala Capital and TWG Global), with a per-share price of $2.43, implying a transaction value of approximately $1.21 billion based on the market cap.
- For 2025, the company reported executive compensation details, including a 9.1% base salary increase for CEO Scott Wells to $1.2 million (effective Jan 2026) and annual incentive payouts between 107% and 119% of target for named executives.
- The board of directors includes experienced executives from media, finance, and technology, with John Dionne as the Nominating and Corporate Governance Chair and Andrew Hobson as the Audit Committee Chair.
- The company's executive compensation philosophy is pay-for-performance, with 85% of the CEO's total compensation opportunity being at-risk.
Financial Impact
The merger implies a total equity value of approximately $1.21 billion. CEO Scott Wells' total 2025 compensation was $6.56 million, including a $4.02 million stock award and a $1.44 million cash bonus.
Risk Factors
- The merger is subject to customary closing conditions and regulatory approvals, which could delay or prevent completion.
- The company's stock price may experience volatility if there are any changes to the merger terms or timeline.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 10-K/A Filing (Primary) | 0001213900-26-035116 |
| Document: ea028280801ex31-3.htm | 0001213900-26-035116 |
| Document: ea028280801ex31-4.htm | 0001213900-26-035116 |
| Document: 0001213900-26-035116-index-headers.html | 0001213900-26-035116 |
| Document: 0001213900-26-035116-index.html | 0001213900-26-035116 |
| Document: 0001213900-26-035116.txt | 0001213900-26-035116 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 26, 2026 1d ago | 15-12G | — | awaiting T+60 | — | — |
Oct 16, 2026 10d ago | SC 13D/A | $2.43 | awaiting T+60 | — | — |
Oct 16, 2026 10d ago | SC 13D/A | $2.43 | awaiting T+60 | — | — |
Oct 16, 2026 11d ago | 8-K/A | $2.43 | awaiting T+60 | — | — |
Oct 15, 2026 12d ago | 25-NSE | $2.43 | awaiting T+60 | — | — |
Oct 14, 2026 12d ago | 8-K | $2.43 | awaiting T+60 | — | — |
Aug 9, 2026 11w ago | Institutional Cluster | $2.41 | awaiting T+60 | — | — |
Aug 5, 2026 11w ago | Press Release | $2.42 | awaiting T+60 | — | — |
May 18, 2026 23w ago | 8-K | $2.39 $2.32 | ▼ −2.93% | ▼ −9.22% | — |
Apr 13, 2026 28w ago | DEFA14A | $2.38 $2.41 | ▲ +1.26% | ▼ −7.66% | — |
US Market Status
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