Legion Partners, L.P. II 4

What Happened

• Raymond T. White, a director of Clear Channel Outdoor Holdings, received stock awards (transaction code A) on February 18, 2026. He was granted a total of 100,417 restricted stock units (RSUs): 37,656 RSUs reported at $2.39 each (total $89,998) and 62,761 RSUs reported at $0.00. The 37,656 RSUs were granted in lieu of his 2026 annual cash retainer.

Key Details

• Transaction date: February 18, 2026; Form 4 filed February 20, 2026 (timely).
• Awarded shares: 37,656 RSUs @ $2.39 (total $89,998); 62,761 RSUs @ $0.00 (total $0); combined = 100,417 RSUs.
• Vesting: 37,656 RSUs vest in four equal installments on Apr 1, 2026; Jul 1, 2026; Oct 1, 2026; and Jan 1, 2027. The 62,761 RSUs vest on Jan 1, 2027.
• Shares owned after transaction: not specified in the filing.
• Reporting relationships: Mr. White serves as a Board representative of Legion Partners Asset Management. Footnotes state Legion Partners entities hold the economic interest in these awards and that Mr. White disclaims direct beneficial ownership except for any indirect interest through those entities (see footnotes F1–F9).

Context

• These were equity compensation awards (RSUs), not open-market purchases or sales; such grants typically reflect compensation or fee elections rather than an independent market signal.
• The filing indicates the awards are held for or economically owned by Legion Partners Asset Management and affiliated entities; thus this is an affiliate/institutional reporting structure rather than a straightforward personal buy/sell by an individual insider.