Management’s discussion and analysis of financial condition and results of operations (“MD&A”) should be read in conjunction with the condensed consolidated financial statements and related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and the 2025 Form 10-K. All references in this Quarterly Report on Form 10-Q to “the Company,” “we,” “us” and “our” refer to Clear Channel Outdoor Holdings, Inc. and its consolidated subsidiaries. The MD&A is organized as follows: •Overview – Discussion of the nature, key developments and trends of our business, providing context for the remainder of this MD&A. •Results of Operations – Analysis of financial performance at both the consolidated and segment levels. •Liquidity and Capital Resources – Discussion of short- and long-term liquidity, including material cash requirements and the anticipated sources of funds needed to meet these requirements. This discussion contains forward-looking statements that are subject to risks and uncertainties, and actual results may differ materially from those expressed in any forward-looking statements. See “Cautionary Statement Concerning Forward-Looking Statements” at the end of this MD&A. OVERVIEW Description of Our Business, Segments and Discontinued Operations We generate revenue by selling advertising on out-of-home displays we own or operate, including roadside billboards, street furniture and airport displays, in both digital and printed formats. We operate two reportable segments: America, which includes our U.S. roadside billboard and street furniture advertising operations, and Airports, which includes our U.S. and Caribbean airport advertising operations. Our remaining operations in Singapore are reported as “Other.” Our other historical international operations have been exited and are reported as discontinued operations for all periods presented. Completed Spain Business Disposition On August 4, 2026, we completed the sale of our business in Spain for a purchase price of approximately $132.3 million. Final net proceeds remain subject to certain customary post-closing adjustments and the payment of transaction-related fees and expenses. We intend to use the net proceeds to further reduce our outstanding debt, subject to the outcome of the Merger described below. Pending Take-Private Merger On February 9, 2026, we entered into the Merger Agreement with Parent and Merger Sub, pursuant to which the Company is to be acquired by an investor consortium comprised of affiliates and/or certain investment funds advised by Mubadala Capital. Under the terms of the Merger Agreement, the consortium will acquire all outstanding shares of our common stock (subject to certain exceptions), with our common stockholders receiving $2.43 per share in cash. The Merger is expected to close by the end of the third quarter of 2026, subject to the satisfaction of remaining customary closing conditions, including receipt of required regulatory approvals. If the Merger is consummated, our common stock will no longer be listed for trading on any public market. Refer to Note 1 to our Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information regarding the Merger. There can be no assurance that all required closing conditions will be satisfied or that the Merger will be completed on the expected timeline or at all. Until the Merger is consummated or the Merger Agreement is terminated, we are subject to certain restrictions on the conduct of our business, which may limit our ability to pursue certain strategic initiatives, capital allocation decisions or other actions that we might otherwise undertake. The Merger also introduces broader uncertainty regarding our future operations, strategic direction and capital structure. While we continue to operate the business in the ordinary course, the outcome and timing of the Merger may affect our financial condition, liquidity planning and strategic priorities. For a more complete discussion of the risks and uncertainties associated with the Merger, refer to Item 1A of the 2025 Form 10-K. 20 Table of Contents Macroeconomic Trends, Uncertainties and Seasonality Macroeconomic conditions influence our operating results and financial condition. Inflation remains above the U.S. Federal Reserve’s long-term target and has remained volatile in recent periods, including as a result of fluctuations in energy prices and broader geopolitical developments. While the Federal Reserve reduced target interest rates in late 2025, it maintained those rates during the first half of 2026. Market interest rates remain above recent historical averages and continue to be subject to market volatility, resulting in elevated borrowing costs that impact our cost of debt and overall financing environment. We continue to monitor developments related to global trade and tariff policies. Changes in trade policy, including tariffs and related legal and regulatory developments, together with ongoing geopolitical tensions, including in the Middle East, have contributed to an evolving trade and supply chain environment. While we have not experienced a material impact to date, these dynamics have resulted in isolated cost pressures for certain materials and components used in our operations, and future changes could affect our operating costs, supply chain arrangements and pricing. Advertising demand is sensitive to broader economic conditions, as spending on out-of-home advertising has historically correlated with overall economic activity, including changes in gross domestic product. Despite increased macroeconomic uncertainty during the first half of 2026, demand across our portfolio has remained relatively resilient. However, continued economic uncertainty or slower economic growth could adversely impact advertiser spending in future periods. Due to the seasonality of our business, interim results are not necessarily indicative of full-year performance. Historically, revenue and Segment Adjusted EBITDA are lowest in the first quarter and strongest in the fourth quarter, consistent with seasonal advertising trends. 21 Table of Contents RESULTS OF OPERATIONS The following discussion of our results of operations focuses on continuing operations and is presented on both a consolidated and segment basis. •Our operating segment profit measure is Segment Adjusted EBITDA, which is calculated as revenue less direct operating expenses and selling, general and administrative expenses, excluding restructuring and other costs. Restructuring and other costs are defined as costs associated with cost-saving initiatives such as severance, consulting and termination costs and other special costs. •Corporate expenses, depreciation and amortization, other operating income and expense, non-operating income and expenses, and income taxes are managed on a total company basis and, accordingly, are discussed only as part of our consolidated results of continuing operations. •Results of discontinued operations are presented and discussed separately below. Consolidated Results of Continuing Operations (In thousands) Three Months Ended June 30, % Six Months Ended June 30, % 2026 2025 Change 2026 2025 Change Revenue $ 438,040 $ 402,808 8.7% $ 811,904 $ 736,988 10.2% Operating expenses: Direct operating expenses 196,178 185,530 5.7% 376,280 354,059 6.3% Selling, general and administrative expenses 69,968 65,711 6.5% 136,560 129,373 5.6% Corporate expenses 36,581 31,123 17.5% 67,399 50,903 32.4% Depreciation and amortization 41,246 43,335 (4.8)% 82,769 86,339 (4.1)% Other operating expense (income), net 5,011 (315) 20,357 (6,100) Operating income 89,056 77,424 128,539 122,414 Interest expense, net (99,027) (96,026) (197,525) (195,387) Gain on extinguishment of debt — 28,796 — 28,796 Other income, net 268 663 1,009 912 Income (loss) from continuing operations before income taxes (9,703) 10,857 (67,977) (43,265) Income tax benefit (expense) attributable to continuing operations (299) (4,526) 8,528 (5,706) Income (loss) from continuing operations (10,002) 6,331 (59,449) (48,971) Income from discontinued operations 5,038 4,318 6,491 122,833 Consolidated net income (loss) (4,964) 10,649 (52,958) 73,862 Less: Net income attributable to noncontrolling interests 359 1,129 959 1,833 Net income (loss) attributable to the Company $ (5,323) $ 9,520 $ (53,917) $ 72,029 Consolidated Revenue Consolidated revenue increased by $35.2 million, or 8.7%, for the three months ended June 30, 2026, and by $74.9 million, or 10.2%, for the six months ended June 30, 2026, compared to the same periods in 2025. The increases reflected increased advertising activity associated with the 2026 FIFA World Cup and strong performance in the San Francisco Bay Area, driven by continued demand from technology advertisers and, for the six-month period, the impact of Super Bowl LX. Revenue growth in both periods was driven by higher digital and print display advertising revenue. The table below provides information on consolidated digital revenue. (In thousands) Three Months Ended June 30, % Six Months Ended June 30, % 2026 2025 Change 2026 2025 Change Digital revenue $ 195,426 $ 177,308 10.2% $ 353,776 $ 316,189 11.9% Percent of total consolidated revenue 44.6 % 44.0 % 43.6 % 42.9 % 22 Table of Contents Consolidated Direct Operating Expenses Consolidated direct operating expenses increased by $10.6 million, or 5.7%, for the three months ended June 30, 2026, and by $22.2 million, or 6.3%, for the six months ended June 30, 2026, compared to the same periods in 2025. The increases were primarily driven by higher site lease expense, reflecting higher costs associated with increased advertising revenue, as well as new and renewed contracts. The table below provides information on consolidated site lease expense. (In thousands) Three Months Ended June 30, % Six Months Ended June 30, % 2026 2025 Change 2026 2025 Change Site lease expense $ 163,275 $ 154,030 6.0% $ 312,469 $ 293,603 6.4% Consolidated Selling, General and Administrative (“SG&A”) Expenses Consolidated SG&A expenses increased by $4.3 million, or 6.5%, for the three months ended June 30, 2026, and by $7.2 million, or 5.6%, for the six months ended June 30, 2026, compared to the same periods in 2025. The increases were primarily driven by higher employee compensation expense, reflecting increased incentive-based pay, partially offset by lower payment processing fees. Corporate Expenses Corporate expenses increased by $5.5 million, or 17.5%, for the three months ended June 30, 2026, and by $16.5 million, or 32.4%, for the six months ended June 30, 2026, compared to the same periods in 2025. The increase for the three-month period was primarily driven by higher employee compensation expense, including higher bonus and insurance benefit costs. The increase for the six-month period was primarily driven by the non-recurrence of $10.1 million of insurance proceeds recognized in the prior-year period related to the ongoing process to recover certain amounts previously incurred in connection with a resolved legal matter. These proceeds are reflected in “Restructuring and other costs (reversals), net” in the table below. The remaining increase primarily reflected higher employee compensation expense, including higher insurance benefit costs and higher bonus expense. The table below provides additional information on certain drivers of corporate expenses. (In thousands) Three Months Ended June 30, % Six Months Ended June 30, % 2026 2025 Change 2026 2025 Change Share-based compensation expense(1) $ 7,942 $ 7,359 7.9% $ 13,788 $ 12,783 7.9% Restructuring and other costs (reversals), net(2) 82 755 (89.1)% 1,554 (7,626) NM (1)Excludes share-based compensation expense for employees of discontinued operations for all periods presented. (2)Percentage changes that are not meaningful have been designated as “NM.” Depreciation and Amortization Depreciation and amortization decreased by $2.1 million, or 4.8%, for the three months ended June 30, 2026, and by $3.6 million, or 4.1%, for the six months ended June 30, 2026, compared to the same periods in 2025. These decreases were primarily driven by higher depreciation expense in the prior-year period related to certain assets that have since become fully depreciated. Other Operating Expense (Income), Net Other operating expense, net, was $5.0 million and $20.4 million for the three and six months ended June 30, 2026, respectively, compared to other operating income, net, of $0.3 million and $6.1 million for the three and six months ended June 30, 2025, respectively. The year-over-year changes were primarily driven by transaction costs incurred in the current-year periods related to the Merger and, to a lesser extent, by lower net gains on the sale or disposal of operating assets compared to the prior-year periods. Refer to Note 11 to our Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information. 23 Table of Contents Interest Expense, Net Interest expense, net, increased by $3.0 million and $2.1 million for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025. The increases were primarily driven by higher interest expense associated with the August 2025 senior secured notes refinancing, partially offset by lower interest expense resulting from reduced outstanding debt balances following the repurchase of a portion of our senior unsecured notes during the second quarter of 2025. Gain on Extinguishment of Debt During the three and six months ended June 30, 2025, we recognized a gain on extinguishment of debt of $28.8 million related to the repurchase of a portion of our senior unsecured notes in open-market transactions at a discount. Income Tax Benefit (Expense) Attributable to Continuing Operations The effective tax rates for continuing operations for the three and six months ended June 30, 2026 were (3.1)% and 12.5%, respectively, compared to 41.7% and (13.2)% for the three and six months ended June 30, 2025, respectively. The effective tax rates were primarily driven by changes in the valuation allowance on deferred tax assets related to interest expense carryforwards. America Results of Operations (In thousands) Three Months Ended June 30, % Six Months Ended June 30, % 2026 2025 Change 2026 2025 Change Revenue $ 324,316 $ 303,111 7.0% $ 602,803 $ 557,304 8.2% Direct operating expenses(1) 122,840 120,394 2.0% 241,068 232,814 3.5% SG&A expenses(1) 59,160 55,116 7.3% 114,894 109,023 5.4% Segment Adjusted EBITDA 142,377 127,601 11.6% 247,079 215,472 14.7% (1)Includes restructuring and other costs that are excluded from Segment Adjusted EBITDA. America Revenue America revenue increased by $21.2 million, or 7.0%, for the three months ended June 30, 2026, and by $45.5 million, or 8.2%, for the six months ended June 30, 2026, compared to the same periods in 2025. The increases reflected increased advertising activity associated with the 2026 FIFA World Cup and significant growth in the San Francisco/Bay Area market, driven by continued demand from technology advertisers and, for the six-month period, the impact of Super Bowl LX, as well as stronger performance across a broad base of other markets. By format, revenue growth was primarily driven by print and digital billboard products. The table below provides additional information on America digital revenue, which increased due to higher advertiser demand and, to a lesser extent, new inventory. (In thousands) Three Months Ended June 30, % Six Months Ended June 30, % 2026 2025 Change 2026 2025 Change Digital revenue $ 122,004 $ 113,800 7.2% $ 221,258 $ 203,424 8.8% Percent of total segment revenue 37.6 % 37.5 % 36.7 % 36.5 % By sales channel, revenue growth reflected continued strength in local advertising sales. National sales accounted for 33.9% and 33.7% of America revenue for the three months ended June 30, 2026 and 2025, respectively, and 32.6% and 34.0% for the six months ended June 30, 2026 and 2025, respectively, with the remainder derived from local sales. America Direct Operating Expenses America direct operating expenses increased by $2.4 million, or 2.0%, for the three months ended June 30, 2026, and by $8.3 million, or 3.5%, for the six months ended June 30, 2026, compared to the same periods in 2025. The increases were primarily driven by higher site lease expense, reflecting higher variable site lease costs associated with increased revenue. 24 Table of Contents The table below provides information on America site lease expense. (In thousands) Three Months Ended June 30, % Six Months Ended June 30, % 2026 2025 Change 2026 2025 Change Site lease expense $ 96,087 $ 94,115 2.1% $ 188,736 $ 182,450 3.4% America SG&A Expenses America SG&A expenses increased by $4.0 million, or 7.3%, for the three months ended June 30, 2026, and by $5.9 million, or 5.4%, for the six months ended June 30, 2026, compared to the same periods in 2025. The increases were primarily driven by higher employee compensation expense, reflecting increased incentive-based pay, partially offset by lower payment processing fees. Airports Results of Operations (In thousands) Three Months Ended June 30, % Six Months Ended June 30, % 2026 2025 Change 2026 2025 Change Revenue $ 113,601 $ 99,685 14.0% $ 208,827 $ 179,668 16.2% Direct operating expenses(1) 73,251 65,122 12.5% 135,018 121,231 11.4% SG&A expenses(1) 10,494 10,216 2.7% 21,027 19,777 6.3% Segment Adjusted EBITDA 29,890 24,347 22.8% 52,816 38,660 36.6% (1)Includes restructuring and other costs that are excluded from Segment Adjusted EBITDA. Airports Revenue Airports revenue increased by $13.9 million, or 14.0%, for the three months ended June 30, 2026, and by $29.2 million, or 16.2%, for the six months ended June 30, 2026, compared to the same periods in 2025. The increases reflected increased advertising activity associated with the 2026 FIFA World Cup and strong performance at San Francisco International Airport, driven by continued demand from technology advertisers and, for the six-month period, the impact of Super Bowl LX and increased conference-related advertising activity. By format, revenue growth was primarily driven by higher digital advertising sales. The table below provides additional information on Airports digital revenue. (In thousands) Three Months Ended June 30, % Six Months Ended June 30, % 2026 2025 Change 2026 2025 Change Digital revenue $ 73,422 $ 63,508 15.6% $ 132,518 $ 112,765 17.5% Percent of total segment revenue 64.6 % 63.7 % 63.5 % 62.8 % By sales channel, revenue growth reflected continued strength in local advertising sales. National sales accounted for 57.8% and 59.3% of Airports revenue for the three months ended June 30, 2026 and 2025, respectively, and 58.1% and 61.6% for the six months ended June 30, 2026 and 2025, respectively, with the remainder derived from local sales. Airports Direct Operating Expenses Airports direct operating expenses increased by $8.1 million, or 12.5%, for the three months ended June 30, 2026, and by $13.8 million, or 11.4%, for the six months ended June 30, 2026, compared to the same periods in 2025. The increases were primarily driven by higher site lease expense, reflecting higher minimum guaranteed payments under certain airport contracts, including increases based on prior-period performance, and the renewal of the contract with the Metropolitan Washington Airports Authority. The table below provides information on Airports site lease expense. (In thousands) Three Months Ended June 30, % Six Months Ended June 30, % 2026 2025 Change 2026 2025 Change Site lease expense $ 67,113 $ 59,915 12.0% $ 123,589 $ 111,153 11.2% 25 Table of Contents Airports SG&A Expenses Airports SG&A expenses increased by $0.3 million, or 2.7%, for the three months ended June 30, 2026, and by $1.3 million, or 6.3%, for the six months ended June 30, 2026, compared to the same periods in 2025. The increases were primarily driven by higher employee compensation expense, reflecting increased incentive-based pay, partially offset by lower payment processing fees. Income from Discontinued Operations Discontinued operations for the three and six months ended June 30, 2026 reflect only our former business in Spain, while discontinued operations for the three and six months ended June 30, 2025 also reflect our former Europe-North segment and Latin American businesses through their respective dates of sale. Income from discontinued operations was $5.0 million for the three months ended June 30, 2026, compared to $4.3 million for the same period in 2025. The year-over-year increase was primarily driven by the $7.6 million loss on sold and held-for-sale businesses included in the prior-year period, primarily related to a fair value adjustment associated with our former Brazil business. This increase was partially offset by lower net gains on the sale or disposal of operating assets compared to the prior-year period. Income from discontinued operations was $6.5 million for the six months ended June 30, 2026, compared to $122.8 million for the same period in 2025. The year-over-year decrease was primarily driven by the $132.0 million net gain on sold and held-for-sale businesses included in the prior-year period, primarily from the sales of our former Latin American businesses and former Europe-North segment, partially offset by a loss related to our former Brazil business. This decrease was partially offset by the absence of interest expense and the loss on debt extinguishment associated with the prior-year repayment of the CCIBV Term Loan. Refer to Note 2 to our Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information. LIQUIDITY AND CAPITAL RESOURCES Liquidity Analysis Short-Term Liquidity Our primary cash requirements include working capital to support business operations, capital expenditures and debt service obligations. We typically fund these needs through cash on hand, cash generated from operations and, when necessary, borrowings under our credit facilities. In addition, we have benefited from cash proceeds from international business sales, including proceeds from the recent sale of our business in Spain, which we intend to use to further reduce outstanding debt, subject to the outcome of the Merger. We believe our sources of liquidity will be sufficient to meet our cash requirements for at least the next 12 months. Long-Term Liquidity Our long-term cash requirements depend on a variety of factors, including business growth, investments in digital conversions and new technologies, the timing and completion of the Merger, and costs related to the Merger. We also have long-term cash requirements related to the repayment of outstanding debt, which currently matures between 2028 and 2033. Generally, we may repay indebtedness as it matures, through refinancing transactions or, from time to time, opportunistic repurchases of outstanding debt securities through open market purchases, privately negotiated transactions or other means. We conducted such repurchases in 2025. Any future repurchase activity will depend on prevailing market conditions, our liquidity needs, contractual restrictions and the outcome of the Merger. Such repurchases could materially impact our liquidity, results of operations or leverage ratios and, as a result, our ability to comply with the covenants in our debt agreements. The amounts involved in any such transactions may be material. We believe that our sources of liquidity will be adequate to meet our long-term cash requirements. However, our ability to meet these requirements through cash from operations will depend on our future operating results and financial performance, which are subject to uncertainty and may be affected by factors beyond our control, including macroeconomic conditions, interest rates, inflation, global trade policies, geopolitical developments, and the timing and completion of the Merger. In addition, our significant interest payment obligations reduce our financial flexibility, increase our sensitivity to changes in operating performance and economic conditions, and reduce our liquidity over time. 26 Table of Contents In prior periods, we have explored financing alternatives and undertaken transactions to improve our liquidity, including additional financing from banks or other lenders, public or private debt or equity offerings, and strategic partnerships, as well as refinancing our indebtedness. Under the terms of the Merger Agreement, our ability to pursue such actions is currently limited. If the Merger is not consummated, we may seek to pursue similar transactions in the future. There can be no assurance that such financing or liquidity-generating transactions, including refinancing, will be available in sufficient amounts, at reasonable interest rates, on acceptable terms, or at all, due to market conditions, our financial condition or other factors beyond our control. In addition, the terms of our debt agreements may limit our ability to incur additional indebtedness. If we are unable to generate sufficient cash from operations or secure supplemental liquidity as needed, our financial condition and ability to meet our obligations could be adversely affected. Cash Requirements Working Capital Needs Site lease payments represent our most significant recurring operating cash requirement and consist of payments for land or space used by our advertising displays. These arrangements include both fixed minimum payments and revenue-sharing components under lease and non-lease contracts. For the six months ended June 30, 2026 and 2025, site lease expense for continuing operations was $312.5 million and $293.6 million, respectively, and is included in direct operating expenses in our Consolidated Statements of Income (Loss). Site lease expense includes the effects of straight-line rent and other non-cash adjustments and, as a result, may differ from cash payments made during the period. We expect to fund our site lease and other working capital obligations primarily through cash generated from operations. Capital Expenditures Our capital expenditures primarily relate to the construction, enhancement and maintenance of our out-of-home advertising displays, including continued investment in digital displays as part of our long-term strategy to digitize our network. We expect to fund our capital expenditures primarily through cash generated from operations. The following table summarizes capital expenditures for the six months ended June 30, 2026 and 2025: (In thousands) Six Months Ended June 30, 2026 2025 America $ 21,670 $ 18,646 Airports 5,891 4,793 Other 31 52 Corporate 2,143 2,567 Capital expenditures for continuing operations 29,735 26,058 Capital expenditures for discontinued operations(1) 5,588 16,022 Total capital expenditures(2) $ 35,323 $ 42,080 (1)Capital expenditures for discontinued operations decreased following the sales of our former Europe-North segment and Latin American businesses in 2025. (2)As of June 30, 2026 and 2025, we had accrued but unpaid capital expenditures for continuing operations of $6.0 million and $3.5 million, respectively. For discontinued operations, accrued but unpaid capital expenditures were $0.8 million and $1.3 million, respectively. Debt Service Obligations A significant portion of our cash requirements relates to debt service obligations. During the six months ended June 30, 2026 and 2025, we paid cash interest of $205.8 million and $210.2 million, respectively. The decrease in 2026 primarily reflects the reduction in outstanding indebtedness resulting from the repayment of the $375.0 million CCIBV Term Loan Facility on March 31, 2025 and the repurchase of $229.7 million aggregate principal amount of senior unsecured notes in the second quarter of 2025 for a total cash payment of $203.4 million, including accrued interest and related fees. This decrease was partially offset by the impact of the August 2025 senior secured notes refinancing, including the first semi-annual interest payments on the 7.125% and 7.500% Senior Secured Notes, which occurred during the current-year period, as well as higher interest expense associated with the new debt. Based on our outstanding indebtedness as of June 30, 2026, and assuming no debt prepayments, repurchases, refinancings or issuances, we expect to pay approximately $197 million of cash interest during the second half of 2026 and approximately $394 million in 2027. These amounts reflect our capital structure as of June 30, 2026 and do not give effect to any financing transactions that may occur in connection with, upon or following the consummation of the Merger, or the potential application of the net proceeds from the sale of our business in Spain to reduce our outstanding indebtedness. 27 Table of Contents Our next significant debt maturities are currently in 2028, when $899.3 million aggregate principal amount of 7.750% Senior Notes and $425.0 million under our term loan facility become due. For additional details on our outstanding long-term debt, refer to Note 5 to our Condensed Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q. Sources of Capital and Liquidity Cash on Hand As of June 30, 2026, we had $202.3 million of cash and cash equivalents, including $10.1 million held by discontinued operations in Spain and $5.5 million held by continuing operations subsidiaries outside the U.S. At present, excess cash held by our foreign subsidiaries could be repatriated with minimal U.S. tax consequences, and dividend distributions from international subsidiaries are not expected to result in a U.S. federal income tax liability. Cash Flow from Operations During the six months ended June 30, 2026, net cash provided by operating activities was $47.8 million, compared to $2.3 million during the same period in 2025. The increase was primarily driven by stronger operating performance in both the America and Airports segments, lower cash payments for income taxes of $5.7 million due to a smaller international operating footprint and lower cash interest payments of $4.4 million, as discussed above. These increases in cash flow from operations were partially offset by $12.2 million of transaction costs paid in the current-year period related to the Merger and the non-recurrence of $10.1 million in insurance proceeds received in the prior-year period related to the ongoing process to recover certain amounts previously incurred in connection with a resolved legal matter. Dispositions During the six months ended June 30, 2026, we received net cash proceeds of $5.8 million from asset dispositions. These proceeds were partially offset by the payment of $4.5 million for transaction-related costs and final post-closing adjustments primarily associated with our Latin American business dispositions. During the six months ended June 30, 2025, we received net cash proceeds of $589.3 million from the sale of our former Europe-North segment and certain Latin American businesses. A portion of these proceeds was used to fully prepay the $375.0 million CCIBV Term Loan Facility, with the remainder used to improve liquidity and financial flexibility, as permitted under our debt agreements. We also received $10.0 million of cash proceeds from asset dispositions. On August 4, 2026, we completed the sale of our business in Spain for a purchase price of approximately $132.3 million. We intend to use the net proceeds, after customary post-closing adjustments and the payment of transaction-related fees and expenses, to further reduce our outstanding debt, subject to the outcome of the Merger. Refer to Note 2 to our Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information. Credit Facilities We have access to a revolving credit facility and a receivables-based credit facility, each of which includes sub-facilities for letters of credit and short-term borrowings and currently matures on June 12, 2030. As of June 30, 2026, we had no borrowings outstanding and significant available capacity under our credit facilities. The following table presents borrowing limits, letters of credit outstanding and excess availability under these credit facilities as of June 30, 2026: (in millions) Revolving Credit Facility Receivables-Based Credit Facility Total Credit Facilities(3) Borrowing limit(1) $ 100.0 $ 200.0 $ 300.0 Borrowings outstanding — — — Letters of credit outstanding(2) 7.0 87.6 94.5 Excess availability $ 93.0 $ 112.4 $ 205.5 (1)As of June 30, 2026, the revolving credit facility commitment is $100.0 million, and the maximum commitment under the receivables-based credit facility is $200.0 million (capped by a borrowing base that fluctuates based on our accounts receivable balance, as calculated under the receivables-based credit agreement). (2)As of June 30, 2026, the letter of credit outstanding under the revolving credit facility related to our former business in Spain. On August 4, 2026, we completed the sale of this business, and the related letter of credit was canceled. (3)Due to rounding, totals may not sum exactly as presented. 28 Table of Contents Debt Covenants Our debt agreements contain covenants as described in the 2025 Form 10-K. As of June 30, 2026, we were in compliance with all applicable covenants. The Senior Secured Credit Agreement includes a springing financial covenant that applies only if the revolving credit facility has an outstanding balance or if undrawn letters of credit under that facility exceed $10 million. If triggered, the covenant requires that we maintain a first lien net leverage ratio of less than 7.10 to 1.00. As of June 30, 2026, these conditions were not met and the covenant was not in effect. Refer to the “Credit Facilities” section above for additional information on borrowings and excess availability as of June 30, 2026. Pending Merger-Related Debt Actions In connection with the Merger, during the second quarter of 2026, we amended the indentures governing our senior secured notes, the Senior Secured Credit Agreement and our receivables-based credit agreement to provide that the Merger will not constitute a change of control under the applicable debt documents and to add or amend certain related defined terms. The supplemental indentures relating to the senior secured notes and the amendment to the Senior Secured Credit Agreement are effective but will become operative only upon consummation of the Merger, while the amendment to the receivables-based credit agreement will become effective upon consummation of the Merger. Upon becoming effective, the amendment to the receivables-based credit agreement will also, among other things, extend the maturity date to a date that is five years from the consummation of the Merger and increase the revolving credit commitments from $200.0 million to $250.0 million. We have also issued conditional notices of redemption for our outstanding senior unsecured notes. Refer to Note 5 to our Condensed Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information. CRITICAL ACCOUNTING ESTIMATES The preparation of our financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities, and the disclosure of contingent assets and liabilities. These estimates are based on historical experience and other assumptions believed to be reasonable under the circumstances. Actual results may differ from these estimates, and such differences could be material. For a discussion of our critical accounting estimates — those estimates that involve significant judgment and are most important to understanding our financial statements — refer to Item 7 of the 2025 Form 10-K. During the six months ended June 30, 2026, there have been no material changes to our critical accounting estimates, management’s judgments and assumptions, or the potential effects if actual results differ from these assumptions. RECENTLY ISSUED ACCOUNTING STANDARDS See Note 1 to our Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for a discussion of recently issued accounting standards. CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements that reflect our expectations or beliefs regarding future events, including, but not limited to: statements regarding the Merger, any expected timetable for completing the Merger (including whether the Merger is consummated in a timely manner or at all), and the expected benefits of the Merger; our business plans and strategies and the expected benefits of business initiatives; the effects of geopolitical developments and tariffs on the macroeconomic environment; expectations regarding the use of net proceeds from the sale of our former business in Spain; expectations about certain markets and potential improvements; industry and market trends; expectations surrounding our cash flow and liquidity; and our ability to retain new and existing customers and maintain bookings. These forward-looking statements, including expectations and projections about future matters, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. We caution that such statements involve numerous risks and uncertainties and are subject to factors that could impact our future performance. These statements are based on management’s views and assumptions as of the date they are made and are not guarantees of future performance. Actual future events and results may differ materially from the expectations reflected in our forward-looking statements. We do not undertake any obligation to update forward-looking statements, except as required by law. 29 Table of Contents A variety of factors could materially affect future outcomes, including, but not limited to: •Uncertainties associated with the proposed Merger, including the failure to consummate the Merger in a timely manner or at all; •The occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, including circumstances requiring us to pay a termination fee pursuant to the Merger Agreement; •Failure to satisfy the conditions precedent to consummate the Merger, including obtaining required regulatory approvals; •The risk that restrictions on the operation of our business during the pendency of the Merger may impact our ability to pursue certain business opportunities or strategic transactions or undertake certain actions we might otherwise have taken; •Litigation relating to, or other unexpected costs resulting from, the Merger; •Continued economic uncertainty, an economic slowdown or recession, or other macroeconomic factors, including as a result of geopolitical developments, including in the Middle East, increased tariffs and retaliatory trade regulations and policies; •Our ability to service our debt obligations and to fund our operations and capital expenditures; •The impact of our substantial indebtedness; •The difficulty, cost and time required to implement our strategy, and the fact that we may not realize the anticipated benefits therefrom fully or at all; •Our ability to obtain and renew key contracts with municipalities, transit authorities and private landlords and on favorable terms; •Competition; •Regulations, consumer concerns and other challenges regarding privacy, digital services, data protection, cybersecurity and the use of artificial intelligence; •A breach of our information security measures; •Legislative or regulatory requirements; •Restrictions on out-of-home advertising of certain products; •Environmental, health, safety and land use laws and regulations, as well as various actual and proposed changes to sustainability laws and regulations; •The impact of strategic transactions that we have pursued in the past and may, if we do not consummate the Merger, pursue in the future; •Third-party claims or actions against us or our suppliers; •Volatility of our stock price; •The impacts on our stock price as a result of future sales of common stock if we remain a public company, or the perception thereof, and dilution resulting from additional capital raised through the sale of our common stock or other equity-linked instruments; •Our ability to continue to comply with the applicable listing standards of the New York Stock Exchange if the Merger is not consummated and we remain a public company; •The restrictions contained in the agreements governing our indebtedness limiting our flexibility in operating our business; •The effect of credit ratings downgrades; •Our dependence on our senior management team and other key individuals and any failure to retain them in light of the Merger; •Continued scrutiny and changing expectations from government regulators, municipalities, investors, lenders, customers, activists and other stakeholders; and •Other factors set forth in our SEC filings. 30 Table of Contents This list is not exhaustive. Accordingly, all forward-looking statements should be evaluated with an understanding of their inherent uncertainty.