iHeartMedia president settles RSU taxes via share transfers

iHeartMedia, Inc. President and COO Richard J. Bressler reported RSU vesting and related tax settlements, not open‑market trades.

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Form Type

Rhea-AI Filing Summary

iHeartMedia, Inc. President and COO Richard J. Bressler reported RSU vesting and related tax settlements, not open‑market trades. On May 18, 2026, he exercised 528,768 restricted stock units into Class A common stock at a conversion price of $0.00 per share.

The filing shows two tax-withholding dispositions totaling 781,595 shares at $5.18 per share and a separate disposition to the issuer, all connected to the RSU vesting. Footnotes clarify these transactions represent cash or share amounts withheld for taxes, making them routine compensation and tax events rather than discretionary market sales.

Insider Trade Summary

528,768 shares exercised/converted

Exercise 5 txns

Insider BRESSLER RICHARD J

Role President and COO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	528,768	$0.00	$0.00
Exercise	Class A Common Stock, par value $0.001 per share	528,768	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock, par value $0.001 per share	226,630	$5.18	$1.17M
Disposition	Class A Common Stock, par value $0.001 per share	302,138	$5.18	$1.57M
Exercise Price or Tax Liability	Class A Common Stock, par value $0.001 per share	554,965	$5.18	$2.87M

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Class A Common Stock, par value $0.001 per share — 4,686,838 shares (Direct)

Footnotes (4)

F1. Reflects cash-settled restricted stock units ("RSUs"). Each RSU represents a contingent right to receive an amount in cash equal to the fair market value of one share of the Issuer's Class A common stock on the applicable vesting date. The RSUs vested in full on May 18, 2026.
F2. Includes shares of Class A Common Stock as well as RSUs subject to time vesting conditions. The prior Form 4 for the Reporting Person dated March 30, 2022 contained an immaterial computational error in the amount of securities acquired and, as a result, the total number of securities beneficially owned following the reported transactions. The current total reflects the accurate number of shares held by the Reporting Person.
F3. Transaction represents cash equivalent amounts withheld for taxes upon vesting of cash-settled RSUs.
F4. Transaction represents shares withheld for taxes upon vesting of RSUs.

Key Figures

RSUs exercised: 528,768 units Tax-withholding shares: 781,595 shares Share valuation price: $5.18 per share +3 more

6 metrics

RSUs exercised 528,768 units Restricted stock units converted on May 18, 2026

Tax-withholding shares 781,595 shares Total F-code tax-withholding dispositions

Share valuation price $5.18 per share Applied to tax-withholding and issuer disposition

Exercise count 1 transaction M-code derivative exercise of RSUs

Tax-withholding transactions 2 transactions F-code dispositions for tax obligations

Disposition transactions 3 transactions Total dispose-direction entries including issuer disposition

Key Terms

Restricted Stock Units, cash-settled restricted stock units, tax-withholding disposition, Disposition to issuer, +1 more

5 terms

Restricted Stock Units financial

"The filing references Restricted Stock Units as derivative securities converted into Class A Common Stock."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

cash-settled restricted stock units financial

"Footnotes describe cash-settled restricted stock units that pay the fair market value at vesting."

tax-withholding disposition financial

"Transaction represents cash equivalent amounts withheld for taxes upon vesting of cash-settled RSUs."

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Disposition to issuer financial

"A D-code transaction is described as a disposition to issuer in connection with the RSU vesting."

Exercise or conversion of derivative security financial

"The M-code transaction is labeled as exercise or conversion of derivative security."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did IHRT executive Richard Bressler report on May 18, 2026?

Richard J. Bressler reported RSU vesting and related settlements on May 18, 2026. He exercised 528,768 restricted stock units into Class A shares and had shares and cash withheld for taxes and an issuer disposition, with no open-market buy or sell activity.

How many iHeartMedia (IHRT) RSUs did Richard Bressler exercise in this Form 4?

Bressler exercised 528,768 restricted stock units in this Form 4. Each RSU was cash‑settled based on the fair market value of one Class A common share on the May 18, 2026 vesting date, converting his derivative award into a vested compensation amount.

Were Richard Bressler’s IHRT transactions open-market sales of stock?

The transactions were not open‑market sales. The filing codes and footnotes show two F‑code tax-withholding dispositions and one D‑code disposition to the issuer, all tied to RSU vesting and tax obligations, rather than discretionary buying or selling in the market.

At what price were the iHeartMedia shares valued for Bressler’s tax withholdings?

The tax-withholding and issuer disposition transactions used a price of $5.18 per share. This value applied to 781,595 shares involved in tax-related dispositions and issuer settlement, reflecting the share price used to satisfy compensation-related obligations from the RSU vesting.

What do the cash-settled RSU footnotes mean in the IHRT Form 4?

The footnotes explain that each RSU is cash‑settled, paying the fair market value of one Class A share at vesting. They also clarify that certain transactions represent cash and share amounts withheld to cover taxes, and that current totals correct a prior immaterial computational error.

Does Richard Bressler still hold IHRT shares after these RSU and tax transactions?

Yes. The Form 4 reports that Bressler continues to own iHeartMedia Class A common stock directly after exercising RSUs and settling taxes. The transactions primarily convert RSUs into vested value and satisfy tax liabilities, rather than exiting his overall equity position.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 05/20/2026 - 07:10 PM EDT

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was 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). See Instruction 10.

1. Name and Address of Reporting Person^*

BRESSLER RICHARD J

(Last)

(First)

(Middle)

20880 STONE OAK PARKWAY

(Street)

SAN ANTONIO

TEXAS

78258

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
iHeartMedia, Inc. [ IHRT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and COO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, par value $0.001 per share	05/18/2026		M		528,768	A	⁽¹⁾	5,770,571⁽²⁾	D
Class A Common Stock, par value $0.001 per share	05/18/2026		F⁽³⁾		226,630	D	$5.18	5,543,941⁽²⁾	D
Class A Common Stock, par value $0.001 per share	05/18/2026		D		302,138	D	$5.18	5,241,803⁽²⁾	D
Class A Common Stock, par value $0.001 per share	05/18/2026		F⁽⁴⁾		554,965	D	$5.18	4,686,838⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	05/18/2026		M			528,768	⁽¹⁾	⁽¹⁾	Class A Common Stock	528,768	⁽¹⁾	0	D

Explanation of Responses:

1. Reflects cash-settled restricted stock units ("RSUs"). Each RSU represents a contingent right to receive an amount in cash equal to the fair market value of one share of the Issuer's Class A common stock on the applicable vesting date. The RSUs vested in full on May 18, 2026.

2. Includes shares of Class A Common Stock as well as RSUs subject to time vesting conditions. The prior Form 4 for the Reporting Person dated March 30, 2022 contained an immaterial computational error in the amount of securities acquired and, as a result, the total number of securities beneficially owned following the reported transactions. The current total reflects the accurate number of shares held by the Reporting Person.

3. Transaction represents cash equivalent amounts withheld for taxes upon vesting of cash-settled RSUs.

4. Transaction represents shares withheld for taxes upon vesting of RSUs.

	/s/ David Hillman, as Attorney-in-Fact for Richard J. Bressler	05/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR