Form 4: Ares Management Reduces Clear Channel Outdoor Stake

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

Summary

• Ares Management LLC and related entities, identified as a Director and 10% owner of Clear Channel Outdoor Holdings, Inc. (CCO), reported planned sales of common stock.
• On September 9, 2025, 1,631,555 shares of common stock are planned to be sold at a price of $1.386 per share.
• On September 10, 2025, 13,000,000 shares of common stock are planned to be sold at a weighted average price of $1.1316 per share, with prices ranging from $1.12 to $1.2714.
• These transactions were made pursuant to a Rule 10b5-1(c) pre-arranged trading plan.
• Following these planned sales, Ares Management's indirect beneficial ownership in Clear Channel Outdoor Holdings will be 41,197,491 shares.
• The shares are held indirectly through various Ares entities, including ASSF IV AIV B Holdings III, L.P., ASSF IV AIV B, L.P., ASOF Holdings I, L.P., ASOF II Holdings I, L.P., ASOF II A (DE) Holdings I, L.P., and ACOF VI Holdings, L.P.

Sentiment

Score: 3

Explanation: The significant planned divestment by a major institutional investor and director, even if pre-planned, generally indicates a negative outlook or a strategic decision to reduce exposure, which can weigh on market sentiment.

Positives

• The sales were conducted under a Rule 10b5-1(c) plan, indicating pre-planned transactions rather than an immediate reaction to new, negative information, which suggests a structured divestment strategy.

Negatives

• A significant reduction in ownership by a major institutional investor (10% owner and director) could be perceived negatively by the market.
• The planned sale of 14,631,555 shares represents a substantial divestment from Clear Channel Outdoor Holdings.
• 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, potentially indicating a willingness to sell at a lower valuation.

Risks

• Increased selling pressure on CCO stock due to a large institutional holder divesting a significant portion of its stake.
• Potential negative market sentiment if other investors interpret the divestment as a lack of confidence in CCO's future prospects by a knowledgeable insider.

Future Outlook

NA

Management Comments

• The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.12 to $1.2714, inclusive.
• 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.

Industry Context

This filing reflects a specific institutional investor's portfolio management decision regarding its stake in an outdoor advertising company. Without further context on Ares Management's broader investment strategy or CCO's industry performance, it is difficult to draw extensive industry-wide conclusions. However, large divestments by significant shareholders can sometimes signal a shift in investment focus or a perceived change in the industry's attractiveness.

Related Party Transactions

• The filing details the complex ownership structure of Ares Management and its various funds and entities, which are all considered related parties for the purpose of beneficial ownership reporting. The transactions themselves are sales of CCO common stock by these related Ares entities.

Stakeholder Impact

• Shareholders may experience increased selling pressure on CCO stock and potentially negative sentiment due to the significant planned divestment by a major institutional investor.
• The company (CCO) could face questions regarding the confidence of its large shareholders and potential impact on its stock valuation.

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.

Key Dates

Recommendation

The substantial planned divestment by a 10% owner and director, Ares Management, signals a significant reduction in their conviction or a strategic exit from a portion of their investment in Clear Channel Outdoor Holdings. While executed under a 10b5-1 plan, such a large insider sale typically indicates that a sophisticated investor sees better opportunities elsewhere or has concerns about the company's future prospects. This action could lead to negative market sentiment and increased selling pressure on the stock, making a 'sell' recommendation prudent for investors looking to avoid potential downside.

Keywords

Clear Channel Outdoor Holdings, CCO, Ares Management, Form 4, Insider Sale, Stock Transaction, Beneficial Ownership, Rule 10b5-1, Institutional Investor, Divestment