Material Event (Form 8-K)

On March 26, 2026, at 11:59 p.m., New York City time, the 45-day "go-shop" period expired under the terms of the previously announced Agreement and Plan of Merger, dated as of February 9, 2026 (as may be amended from time to time, the "Merger Agreement"), by and among the Company, 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, subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will be merged with and into Clear Channel, with Clear Channel continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger").

Pursuant to the Merger Agreement, at the direction of the Company's board of directors, the Company's financial advisors, Morgan Stanley & Co. LLC and Moelis & Company LLC, solicited during the 45-day "go-shop" period potential alternative acquisition proposals with respect to the Company from third parties, making outreach to 46 parties, 7 of which executed non-disclosure agreements with the Company, none of which contained a standstill. Each such person executing a non-disclosure agreement was provided with certain non-public information relating to the Company. No such person made any indication of interest or other offer to acquire the Company.

Upon the expiration of the "go-shop" period, the Company became subject to customary "no-shop" restrictions on its ability to solicit alternative acquisition proposals from third parties and to provide non-public information to and engage in discussions or negotiations with third parties regarding alternative acquisition proposals, subject to certain exceptions, including customary "fiduciary-out" provisions, as set forth in the Merger Agreement.