WELLS SCOTT 4

What Happened
Scott (Wells) Wells, CEO of Clear Channel Outdoor Holdings (CCO), received stock awards on April 29, 2026. The filing shows two award-type acquisitions: 1,564,814 shares issued upon satisfaction of performance criteria (performance stock units) and a grant of 560,224 restricted stock units (RSUs). To cover tax withholding on the vesting, 615,755 shares were withheld/disposed at $2.40 per share, producing $1,477,812. The awards were granted/vested at $0 purchase price (i.e., not bought).

Key Details

• Transaction date: April 29, 2026; Form 4 filed May 1, 2026 (timely filing).
• Awards: 1,564,814 shares (performance-based) and 560,224 RSUs (RSUs vest in full April 29, 2027).
• Tax withholding: 615,755 shares withheld/disposed at $2.40 for $1,477,812 to cover tax obligations. (Transaction code F = tax withholding; A = award/grant.)
• Shares owned after transaction: not specified in the filing.
• Holding note: Certain shares are held in Wells 2013 Irrevocable Trusts for beneficiaries Evelyn G. Wells and Charles R. Wells.

Context

• The bulk of the activity is issuance/vesting of awards (not an open-market purchase or sale). The share disposition was a routine net share settlement to satisfy tax withholding on vested performance stock units.
• The RSU grant vests in one year (April 29, 2027); performance shares reflect payout upon meeting performance criteria. These types of award transactions are compensation-related and don’t necessarily signal the insider buying or selling stock for investment reasons.