Clear Channel Outdoor Amends 10-K to Detail Board Composition

Ticker: CCO · Form: 10-K/A · Filed: Mar 27, 2026 · CIK: 0001334978

Sentiment: neutral

Topics: 10-K/A, Corporate Governance, Board of Directors, SEC Filing, Outdoor Advertising, Executive Leadership, Amendment

Related Tickers: CCO, LAMR, OUT

TL;DR

**CCO's 10-K/A is a governance housekeeping item, revealing a board stacked with finance and tech heavyweights, signaling a focus on strategic oversight rather than operational shifts.**

AI Summary

Clear Channel Outdoor Holdings, Inc. (CCO) filed a 10-K/A on March 27, 2026, solely to include Part III information, specifically details on its directors, which were omitted from the original 10-K filed on February 26, 2026. This amendment does not alter previously reported financial results, revenue, net income, or reflect any events subsequent to the original filing. The company's aggregate market value of common stock held by non-affiliates was approximately $417.1 million as of June 30, 2025, with 498,488,033 outstanding shares on February 23, 2026. The filing introduces new Section 302 certifications from the principal executive and financial officers. Key board members include John Dionne, a former Senior Managing Director at Blackstone Group L.P., and Lisa Hammitt, Chairwoman and CEO of Scintillate, Inc. and former Chairwoman of Intelsat, S.A. Andrew Hobson, former CFO of Innovatus Capital Partners, LLC, chairs the Audit Committee, while Thomas C. King, an Operating Partner at Atlas Merchant Capital, chairs the Compensation Committee. W. Benjamin Moreland, former CEO of Crown Castle International Corp., serves as Board Chair, and Scott R. Wells is the CEO and a Director.

Why It Matters

This 10-K/A provides crucial transparency into Clear Channel Outdoor's corporate governance, specifically the composition and qualifications of its Board of Directors. For investors, understanding the expertise of directors like John Dionne (finance), Lisa Hammitt (AI/tech), and Andrew Hobson (media/finance) is vital for assessing strategic oversight and risk management. This detailed insight into leadership can influence investor confidence, especially in a competitive outdoor advertising market where technological shifts and financial acumen are paramount. Employees and customers benefit from a well-governed company, while the broader market gains clarity on CCO's leadership structure, potentially impacting its valuation relative to peers like Lamar Advertising (LAMR) or Outfront Media (OUT).

Risk Assessment

Risk Level: low — The risk level is low because this 10-K/A is purely an administrative amendment to include Part III information, specifically director details, which were omitted from the original 10-K. The filing explicitly states it 'does not modify or update the disclosures in, or any exhibits to, the Original Form 10-K' and 'does not change any previously reported financial results.' This indicates no new financial or operational risks are being disclosed.

Analyst Insight

Investors should view this filing as a routine administrative update, not a signal for immediate trading action. The detailed director profiles offer a deeper understanding of CCO's governance strength, which could be a long-term positive. Focus on the original 10-K for financial performance and operational insights.

Executive Compensation

NameTitleTotal Compensation
Scott R. WellsCEO and Director

Key Numbers

Key Players & Entities

FAQ

Why did Clear Channel Outdoor file a 10-K/A on March 27, 2026?

Clear Channel Outdoor Holdings, Inc. filed this 10-K/A solely to include the information required by Part III of Form 10-K, specifically details about its directors, which were not included in the original 10-K filed on February 26, 2026, because the company does not intend to file a definitive proxy statement within 120 days after December 31, 2025.

Does this Clear Channel Outdoor 10-K/A change any financial results?

No, this Form 10-K/A explicitly states that it 'does not change any previously reported financial results, nor does it reflect any events which occurred subsequent to the filing of the Original Form 10-K.' It is purely an administrative amendment for corporate governance information.

Who are the key directors on Clear Channel Outdoor's board as of March 1, 2026?

Key directors include John Dionne (former Senior Managing Director at Blackstone Group L.P.), Lisa Hammitt (Chairwoman and CEO of Scintillate, Inc.), Andrew Hobson (former CFO of Innovatus Capital Partners, LLC and Audit Committee Chair), Thomas C. King (Operating Partner at Atlas Merchant Capital and Compensation Committee Chair), and W. Benjamin Moreland (Board Chair and retired CEO of Crown Castle International Corp.).

What is the role of Scott R. Wells at Clear Channel Outdoor?

Scott R. Wells has served as Clear Channel Outdoor's Chief Executive Officer and a Director since January 2022. He also serves as Chief Executive Officer of Clear Channel Outdoor Americas since March 2015.

What is the aggregate market value of Clear Channel Outdoor's common stock held by non-affiliates?

As of June 30, 2025, the aggregate market value of the common stock beneficially held by non-affiliates of Clear Channel Outdoor Holdings, Inc. was approximately $417.1 million, based on the closing sales price on the New York Stock Exchange.

How many shares of Clear Channel Outdoor common stock were outstanding on February 23, 2026?

On February 23, 2026, there were 498,488,033 outstanding shares of Clear Channel Outdoor common stock, excluding 16,063,884 shares held in treasury.

What new certifications are included in this Clear Channel Outdoor 10-K/A?

In connection with this 10-K/A, Clear Channel Outdoor is including new certifications from its principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

What is the significance of John Dionne's experience for Clear Channel Outdoor?

John Dionne brings extensive financial experience, including overall leadership of global fundraising efforts of over $25 billion for private equity investment vehicles at Blackstone Group L.P., and management of Blackstone Distressed Securities Firm with peak assets under management of over $2 billion, providing valuable insights for Clear Channel Outdoor.

What expertise does Lisa Hammitt bring to Clear Channel Outdoor's board?

Lisa Hammitt offers over three decades of experience in growing technology-oriented businesses, most recently in the application of artificial intelligence and quantum security, with a track record of developing $100 million+ businesses and deep expertise in corporate restructuring.

What does this 10-K/A mean for Clear Channel Outdoor investors?

For investors, this 10-K/A provides transparency into the qualifications and experience of Clear Channel Outdoor's Board of Directors, which is crucial for assessing corporate governance and strategic oversight. It does not, however, indicate any new financial performance or operational changes.

Industry Context

Clear Channel Outdoor Holdings operates in the out-of-home advertising industry, which includes billboards, street furniture, and transit advertising. This sector is influenced by economic conditions, advertising spend shifts, and technological advancements like digital out-of-home displays. The industry faces competition from other advertising mediums and requires significant capital investment for inventory and technology.

Regulatory Implications

As a publicly traded company, Clear Channel Outdoor Holdings is subject to SEC regulations, including timely and accurate financial reporting. The filing of a 10-K/A highlights the importance of adhering to disclosure requirements. Changes in advertising regulations or data privacy laws could also impact operations.

What Investors Should Do

  1. Review director qualifications and committee roles.
  2. Note the absence of financial updates.

Key Dates

Glossary

10-K/A
An amended U.S. Securities and Exchange Commission (SEC) filing used to correct or supplement information in a previously filed annual report (10-K). (This filing is an amendment to the original 10-K, specifically to add Part III information.)
Part III Information
Refers to specific sections of an SEC filing that typically include details on directors, executive officers, executive compensation, security ownership, and related party transactions. (The 10-K/A was filed solely to include this omitted information.)
Public Float
The number of a company's shares that are available for trading by the public, excluding shares held by insiders or controlling shareholders. (The market value of non-affiliate common stock ($417.1 million as of June 30, 2025) represents the company's public float valuation.)
Board Committees
Groups of directors within a company's board of directors responsible for specific oversight functions, such as audit, compensation, or nominating. (The filing details the committee memberships for key directors like John Dionne and Lisa Hammitt.)

Year-Over-Year Comparison

This 10-K/A filing is an amendment to the original 10-K filed on February 26, 2026, and does not contain updated financial results. Its sole purpose is to add Part III information regarding the company's directors, which was inadvertently omitted from the initial filing. Therefore, there are no year-over-year comparisons of financial metrics like revenue, net income, or margins to be made from this specific amendment.

Filing Stats: 4,446 words · 18 min read · ~15 pages · Grade level 11.6 · Accepted 2026-03-27 06:48:05

Key Financial Figures

Filing Documents

has also been amended to reflect the filing of these new certifications

Part IV has also been amended to reflect the filing of these new certifications. Except as described above, this Form 10-K/A does not modify or update the disclosures in, or any exhibits to, the Original Form 10-K. Furthermore, this Form 10-K/A does not change any previously reported financial results, nor does it reflect any events which occurred subsequent to the filing of the Original Form 10-K. Information not affected by this Form 10-K/A remains unchanged and reflects the disclosures made at the time the Original Form 10-K was filed. Unless otherwise specified or indicated by the context, "Clear Channel Outdoor," the "Company," "we," "us" and "our" refer to Clear Channel Outdoor Holdings, Inc. and its consolidated subsidiaries. PART III

DIRECTORS, EXECUTIVE OFFICERS AND

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Executive Officers Information regarding our executive officers is set forth under "Executive Officers" under Item 1 of the Original Form 10-K. Directors The following sets forth information concerning the directors serving on the Board of Directors (the "Board") of Clear Channel Outdoor as of March 1, 2026. Director Age: 62 Board Committees: Audit Nominating and Corporate Governance (Chair) Board Member Since: 2019 John Dionne Mr. Dionne served as a Senior Managing Director, and later as a Senior Advisor, at Blackstone Group L.P. (NYSE: BX), an investment firm, from December 2004 to January 2024. Since January 2014, he has served as a Senior Lecturer of Business Administration at the Harvard Business School. He previously served as a director of Caesars Entertainment Corporation (NASDAQ: CZR), a gaming-entertainment company, from October 2017 to July 2020, and as a director of Pelmorex Corporation, an international weather technology company. He currently serves as a member of the boards of Bridgepoint Group, plc and Cengage Group, and as a Senior Advisor to BayPine, a private investment firm, and Privacore Capital. Until he retired from his position as a Senior Managing Director of Blackstone, Mr. Dionne was most recently Global Head of its Private Equity Business Development and Investor Relations Groups and served as a member of Blackstone's Private Equity and Valuation Committees. Mr. Dionne originally joined Blackstone in 2004 as the Chief Investment Officer and Founder of an investment fund focused on troubled companies. Mr. Dionne began his career with PricewaterhouseCoopers. Key Qualifications and Experience Extensive financial experience, including overall leadership of global fundraising efforts of over $25 billion for private equity investment vehicles at Blackstone Group L.P., and management of Blackstone Distressed Securities Firm with peak assets under management of over

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