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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001045060 XXXXXXXX LIVE 6 Common Stock, $0.01 par value per share 02/09/2026 false 0001334978 18453H106 Clear Channel Outdoor Holdings, Inc 4830 North Loop 1604W, Suite 111 San Antonio TX 78249 Arturo R. Moreno (602) 667-9500 c/o Moreno Companies, LLC 4455 E. Camelback Road, Suite C140 Phoenix AZ 85018 0001045060 N Arturo R. Moreno PF N X1 67612859 0 67612859 0 67612859 N 13.6 IN The percent reported in row 13 is based on 498,488,033 shares of Common Stock outstanding as of February 5, 2026, as represented in the Merger Agreement filed as an exhibit to the Issuer's Current Report on Form 8-K filed with the SEC on February 9, 2026. Common Stock, $0.01 par value per share Clear Channel Outdoor Holdings, Inc 4830 North Loop 1604W, Suite 111 San Antonio TX 78249 EXPLANATORY NOTE This Amendment No. 6 ("Amendment No. 6") to Schedule 13D is filed by Mr. Moreno (the "Reporting Person") to amend the Schedule 13D originally filed on behalf of the Reporting Person with the United State Securities and Exchange Commission (the "SEC") on December 5, 2023, as subsequently amended on December 6, 2023, May 20, 2024, November 4, 2024, April 8, 2025 and May 14, 2025 (collectively, the "Original Schedule 13D"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 6 does not modify any of the information previously reported in the Original Schedule 13D. Item 3 of the Original Schedule 13D is hereby amended and supplemented to include the following information: The Reporting Person purchased 4,148,843 shares of Common Stock in open market transactions between May and August 2025 for an aggregate purchase price of $4,392,175.06, including brokerage commissions. Funding of the purchases of the Common Stock was from the Reporting Person's personal funds. The information set forth in Item 5 of this Amendment No. 6 is incorporated by reference in its entirety into this Item 3. Item 4 of the Original Schedule 13D is hereby supplemented as follows: On February 9, 2026, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Madison Parent Inc., a Delaware corporation ("Parent"), and Madison Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which the Issuer is to be acquired by an investor consortium comprised of affiliates and/or certain investment funds advised by Mubadala Capital ("Mubadala Capital"), in partnership with TWG Global ("TWG" and, together with Mubadala Capital, the "Consortium"). Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Parent. Under the terms of the Merger Agreement, the Consortium will acquire 100% of the Issuer's outstanding common stock, with the Issuer's common shareholders receiving $2.43 per share in cash, as more fully described in the Form 8-K filed by the Issuer with the SEC on February 9, 2026. Concurrently with the execution of the Merger Agreement, the Reporting Person and certain other parties entered into separate support agreements (each, a "Support Agreement") with Parent. Pursuant to the Support Agreement, the Reporting Person agreed to, among other things, vote or execute consents with respect to all of his shares of Common Stock in favor of the adoption of the Merger Agreement and approval of the Merger and against any alternative acquisition proposal, subject to certain terms and conditions contained therein. The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Support Agreement, which is attached hereto as Exhibit 99.1. Item 5 of the Original Schedule 13D is hereby amended and supplemented to include the following information: The information set forth in Item 3 and on the cover pages of this Amendment No. 6 is incorporated by reference in its entirety into this Item 5. During the last sixty (60) days, the Reporting Person has not effected any transactions in the Issuer's Common Stock. Item 6 of the Original Schedule 13D is hereby supplemented to add the following: On February 9, 2026, the Reporting Person and Parent entered into the Support Agreement as defined and described in Item 4 above. Nothing in the Support Agreement is intended to constitute the formation of a "group" within the meaning of Section 13(d)(3) of the Exchange Act. Item 7 is hereby supplemented to add the following exhibit: 99.1 - Support Agreement Arturo R. Moreno /s/ Arturo R. Moreno Arturo R. Moreno 02/11/2026