iHeartMedia (IHRT) CEO updates holdings after RSU vesting and tax-related share dispositions

Rhea-AI Filing Summary

iHeartMedia Chairman and CEO Robert W. Pittman reported a series of compensation-related equity transactions involving Class A common stock on May 18, 2026. He exercised 528,768 restricted stock units, increasing his direct holdings to 6,760,389 shares. As part of the vesting and settlement of cash-settled RSUs, 781,595 share-equivalent amounts were withheld to cover tax obligations, and 302,138 shares were returned to the company in a disposition to the issuer, all at a reference price of $5.18 per share. In addition, 21,732 shares are beneficially owned indirectly through Pittman CC, LLC, where he has a pecuniary interest but disclaims full beneficial ownership.

Insights

Insider transactions analyst

Pittman’s Form 4 shows RSU vesting, tax withholding, and issuer dispositions, not open-market trading.

On May 18, 2026, Robert W. Pittman exercised 528,768 restricted stock units, converting them into Class A common shares. These awards are compensation-related and follow time-based vesting, reflecting equity settling rather than a new market purchase.

To satisfy tax obligations tied to RSU vesting, the filing shows tax-withholding dispositions totaling 781,595 share-equivalents and a 302,138-share disposition to the issuer, all at a reference price of $5.18 per share. These are mechanical settlements, not discretionary open-market sales.

After the transactions, Pittman holds 6,760,389 shares directly, plus 21,732 shares indirectly through Pittman CC, LLC, where he has a pecuniary interest. With no remaining derivative positions reported, this filing primarily updates his equity stake following RSU vesting.

Insider Trade Summary

528,768 shares exercised/converted

Mixed 6 txns

Insider PITTMAN ROBERT W

Role Chairman and CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	528,768	$0.00	--
Exercise	Class A Common Stock, par value $0.001 per share	528,768	$0.00	--
Tax Withholding	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
Tax Withholding	Class A Common Stock, par value $0.001 per share	554,965	$5.18	$2.87M
holding	Class A Common Stock, par value $0.001 per share	--	--	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Class A Common Stock, par value $0.001 per share — 6,760,389 shares (Direct, null); Class A Common Stock, par value $0.001 per share — 21,732 shares (Indirect, By Pittman CC, LLC)

Footnotes (1)

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. Includes shares of Class A Common Stock as well as RSUs subject to time vesting conditions. The prior Forms 4 for the Reporting Person dated February 27, 2026 and March 30, 2022 contained immaterial computational errors in the amount of securities disposed and acquired, respectively, 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. Transaction represents cash equivalent amounts withheld for taxes upon vesting of cash-settled RSUs. Transaction represents shares withheld for taxes upon vesting of RSUs. The reported item represents shares of Class A Common Stock beneficially owned by Pittman CC, LLC, a limited liability company controlled by the Reporting Person. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Key Figures

RSUs exercised: 528,768 shares Tax withholding shares: 781,595 share-equivalents Disposition to issuer: 302,138 shares +3 more

6 metrics

RSUs exercised 528,768 shares Restricted stock units converted to Class A common stock on May 18, 2026

Tax withholding shares 781,595 share-equivalents Total from two F-code tax-withholding transactions at $5.18 per share

Disposition to issuer 302,138 shares D-code disposition to iHeartMedia at $5.18 per share

Reference share price $5.18 per share Price used for F and D transactions on May 18, 2026

Direct holdings after transactions 6,760,389 shares Class A common stock directly owned by Robert Pittman after May 18, 2026

Indirect holdings via Pittman CC, LLC 21,732 shares Class A common stock beneficially owned by Pittman CC, LLC

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 reported item represents shares of Class A Common Stock as well as RSUs subject to time vesting conditions."

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

"Reflects cash-settled restricted stock units ("RSUs"). Each RSU represents a contingent right to receive an amount in cash..."

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

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

pecuniary interest financial

"The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein."

Form 4 Insider Transactions: What Each Field Means →

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^*

PITTMAN ROBERT W

(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)
	Chairman and CEO

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock, par value $0.001 per share	05/18/2026		M		528,768	A	(1)	6,760,389(2)	D
Class A Common Stock, par value $0.001 per share	05/18/2026		F(3)		226,630	D	$5.18	6,533,759(2)	D
Class A Common Stock, par value $0.001 per share	05/18/2026		D		302,138	D	$5.18	6,231,621(2)	D
Class A Common Stock, par value $0.001 per share	05/18/2026		F(4)		554,965	D	$5.18	5,676,656(2)	D
Class A Common Stock, par value $0.001 per share								21,732	I	By Pittman CC, LLC(5)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
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 Forms 4 for the Reporting Person dated February 27, 2026 and March 30, 2022 contained immaterial computational errors in the amount of securities disposed and acquired, respectively, 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.

5. The reported item represents shares of Class A Common Stock beneficially owned by Pittman CC, LLC, a limited liability company controlled by the Reporting Person. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

	/s/ David Hillman, as Attorney-in-Fact for Robert W. Pittman	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)

FAQ

What insider transactions did iHeartMedia (IHRT) CEO Robert Pittman report?

Robert Pittman reported RSU vesting and related share movements on May 18, 2026. He exercised 528,768 restricted stock units, had shares and cash equivalents withheld for taxes, and returned 302,138 shares to iHeartMedia in a disposition to the issuer at $5.18 per share.

Did the iHeartMedia (IHRT) CEO buy or sell shares on the open market?

The filing does not show open-market purchases or sales. Instead, it records an RSU exercise, tax-withholding dispositions totaling 781,595 share-equivalents, and a 302,138-share disposition to the issuer, all tied to compensation and tax obligations rather than discretionary market trading.

How many iHeartMedia (IHRT) shares does Robert Pittman hold after these transactions?

Following the May 18, 2026 transactions, Robert Pittman holds 6,760,389 shares of Class A common stock directly. He is also associated with 21,732 shares held indirectly through Pittman CC, LLC, where he has a pecuniary interest but disclaims full beneficial ownership.

What were the tax-withholding transactions in the iHeartMedia (IHRT) Form 4?

Two tax-withholding dispositions are reported, both at $5.18 per share. One covers 554,965 share-equivalents related to cash-settled RSUs, and another covers 226,630 shares withheld upon RSU vesting. These satisfy tax liabilities rather than represent open-market sales.

What does the RSU exercise by the iHeartMedia (IHRT) CEO involve?

The RSU exercise reflects 528,768 restricted stock units converting into Class A common shares on May 18, 2026. Footnotes explain the RSUs were time-vested, cash-settled instruments tied to the fair market value of iHeartMedia’s stock on the vesting date.

What is Pittman CC, LLC’s role in iHeartMedia (IHRT) share ownership?

Pittman CC, LLC holds 21,732 iHeartMedia Class A shares. The filing states Robert Pittman controls this LLC and has a pecuniary interest in the shares, but he disclaims beneficial ownership beyond that economic interest, distinguishing these from his direct holdings.