Form 4: Ares Management Plans Significant Clear Channel Outdoor Stock Sale

Ares Management, a 10% owner and director, reported planned sales of Clear Channel Outdoor Holdings common stock totaling over 14.6 million shares in September 2025.

Summary

• Ares Management LLC and affiliated entities, identified as a 10% owner and director of Clear Channel Outdoor Holdings, Inc. (CCO), reported the planned sale of 14,631,555 shares of CCO common stock across two transactions.
• The transactions were made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
• On September 9, 2025, 1,631,555 shares are planned to be sold at a price of $1.386 per share.
• On September 10, 2025, an additional 13,000,000 shares are planned to be sold at a weighted average price of $1.1316 per share, with individual transaction prices ranging from $1.12 to $1.2714.
• Following these planned transactions, the Ares Entities will beneficially own 41,197,491 shares of Clear Channel Outdoor Holdings, Inc. common stock indirectly.

Sentiment

Score: 3

Explanation: The announcement of a significant planned reduction in stake by a major institutional investor and director, even if pre-planned, generally signals a less positive outlook or a strategic divestment, which can be viewed negatively by the market.

Positives

• The planned sales are executed under a Rule 10b5-1(c) plan, which suggests a pre-arranged trading strategy rather than an immediate reaction to new, non-public information.

Negatives

• A significant planned reduction in stake by a 10% owner and director, totaling 14,631,555 shares, could be perceived negatively by the market.
• The second, larger planned sale on September 10, 2025, is at a lower weighted average price ($1.1316) compared to the first planned sale ($1.386) on September 9, 2025, which could signal a less favorable outlook.

Future Outlook

No explicit forward-looking statements or guidance regarding the company's performance are provided in this Form 4 filing, beyond the future dates of the planned transactions.

Management Comments

• The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
• Each of the Ares Entities may be deemed to share beneficial ownership of the securities reported herein, but each disclaims any such beneficial ownership of securities not held of record by them.
• Mr. Ressler generally has veto authority over Board Members' decisions. Each of these individuals disclaims beneficial ownership of the securities that may be deemed to be beneficially owned by Ares Partners.

Industry Context

This filing reflects a major institutional investor's decision to significantly reduce its stake in Clear Channel Outdoor Holdings. While specific industry trends are not detailed, such a substantial planned sale by a major investor and director could be interpreted by the market as a signal regarding the company's future prospects or the investor's portfolio rebalancing strategy within the outdoor advertising sector.

Related Party Transactions

• The filing details the complex structure of Ares entities and their indirect beneficial ownership, indicating a network of related parties involved in the ownership and management of the shares. The reported transactions are sales of common stock by these affiliated entities.

Stakeholder Impact

• Shareholders: The announcement of a planned sale by a significant institutional investor and director could lead to negative market sentiment and potentially downward pressure on the stock price.
• Company Management: The planned divestment by a 10% owner and director might prompt questions regarding the investor's confidence in the company's long-term strategy or performance.

Next Steps

• The reporting person undertakes to provide full information regarding the number of shares sold at each separate price within the reported range upon request, once the transactions occur.

Key Dates

Recommendation

A significant planned divestment by a 10% owner and director, especially one occurring at a declining price point over two days, typically signals a lack of conviction or a strategic exit. While executed under a 10b5-1 plan, the sheer volume of shares planned for sale (over 14.6 million) by a major institutional holder like Ares Management suggests a bearish outlook or a re-allocation away from Clear Channel Outdoor Holdings. This action could exert downward pressure on the stock, making a 'sell' recommendation prudent for investors looking to avoid potential further declines or to re-evaluate their position in CCO.

Keywords

Clear Channel Outdoor Holdings, CCO, Ares Management, Insider Sale, Form 4, Beneficial Ownership, Equity Sales, 10b5-1 plan, Outdoor Advertising