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iHeartMedia CEO reports RSU conversion, share disposals

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

iHeartMedia Chairman and CEO Robert W. Pittman reported multiple equity-related transactions on Class A Common Stock and Restricted Stock Units (RSUs). He exercised or converted 303,028 RSUs into the same number of Class A shares at $0.00 per share, increasing both his RSU and share holdings.

To cover tax obligations tied to RSU vesting, transactions labeled with code F disposed of 129,878 and 53,621 Class A shares at $3.61 per share, consistent with footnotes describing tax withholding. A separate transaction coded D shows a disposition of 173,150 shares to the issuer at $3.61 per share.

Following these transactions, Pittman directly held 6,232,743 Class A shares and 606,057 RSUs subject to time vesting. An additional 21,732 Class A shares are beneficially owned indirectly through Pittman CC, LLC, for which he disclaims beneficial ownership except to the extent of his pecuniary interest.

Positive

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Insider PITTMAN ROBERT W
Role Chairman and CEO
Type Security Shares Price Value
Exercise Restricted Stock Units 303,028 $0.00 $0.00
Exercise Class A Common Stock, par value $0.001 per share 303,028 $0.00 $0.00
Exercise Price or Tax Liability Class A Common Stock, par value $0.001 per share 129,878 $3.61 $469K
Disposition Class A Common Stock, par value $0.001 per share 173,150 $3.61 $625K
Exercise Price or Tax Liability Class A Common Stock, par value $0.001 per share 53,621 $3.61 $194K
holding Class A Common Stock, par value $0.001 per share -- -- --
Holdings After Transaction: Restricted Stock Units — 606,057 shares (Direct); Class A Common Stock, par value $0.001 per share — 6,232,743 shares (Direct); Class A Common Stock, par value $0.001 per share — 21,732 shares (Indirect, By Pittman CC, LLC)
Footnotes (5)
  1. F1. Reflects cash-settled restricted stock units ("RSU"). 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 shall vest as to one-third of the total RSUs on each of the first three anniversaries of February 20, 2025.
  2. F2. Includes shares of Class A Common Stock as well as RSUs subject to time vesting conditions.
  3. F3. Transaction represents cash equivalent amounts withheld for taxes upon vesting of cash-settled restricted stock units.
  4. F4. Transaction represents shares withheld for taxes upon vesting of restricted stock units.
  5. F5. 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.

FAQ

What did iHeartMedia (IHRT) CEO Robert Pittman report in this Form 4?
Robert Pittman reported RSU exercises and related share dispositions. He converted 303,028 restricted stock units into Class A shares and recorded several non-open-market dispositions primarily related to tax withholding and a transfer of shares back to the issuer.

How many iHeartMedia (IHRT) RSUs did Robert Pittman exercise or convert?
Pittman exercised or converted 303,028 restricted stock units. These RSUs were cash-settled instruments tied to the fair market value of Class A Common Stock and represent equity-based compensation vesting over a defined schedule beginning February 20, 2025.

What share disposals did Robert Pittman report for iHeartMedia (IHRT)?
He reported three disposal transactions in Class A shares. Two code F transactions disposed of 129,878 and 53,621 shares at $3.61 to cover tax obligations, and one code D transaction disposed of 173,150 shares back to the issuer at the same price.

How many iHeartMedia (IHRT) shares does Robert Pittman hold after these transactions?
After the reported transactions, Pittman directly held 6,232,743 shares of Class A Common Stock and 606,057 time-vested RSUs. These figures reflect the net effect of RSU conversion, tax withholdings, and the disposition of shares to the issuer.

What is the role of Pittman CC, LLC in Robert Pittman’s iHeartMedia (IHRT) holdings?
Pittman CC, LLC holds 21,732 iHeartMedia Class A shares beneficially. It is a limited liability company controlled by Pittman, who disclaims beneficial ownership of these shares except to the extent of his pecuniary interest, according to the footnote disclosure.

Were Robert Pittman’s iHeartMedia (IHRT) Form 4 transactions open-market buys or sells?
The transactions were not reported as open-market trades. They primarily involved RSU exercise or conversion, tax-withholding dispositions coded F, and a disposition to the issuer coded D, reflecting compensation and withholding mechanics rather than ordinary market purchases or sales.

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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 TX 78258
(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 02/20/2026 M 303,028 A (1) 6,589,392(2) D
Class A Common Stock, par value $0.001 per share 02/20/2026 F(3) 129,878 D $3.61 6,459,514(2) D
Class A Common Stock, par value $0.001 per share 02/20/2026 D 173,150 D $3.61 6,286,364(2) D
Class A Common Stock, par value $0.001 per share 02/20/2026 F(4) 53,621 D $3.61 6,232,743(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) 02/20/2026 M 303,028 (1) (1) Class A Common Stock 303,028 $0.00 606,057 D
Explanation of Responses:
1. Reflects cash-settled restricted stock units ("RSU"). 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 shall vest as to one-third of the total RSUs on each of the first three anniversaries of February 20, 2025.
2. Includes shares of Class A Common Stock as well as RSUs subject to time vesting conditions.
3. Transaction represents cash equivalent amounts withheld for taxes upon vesting of cash-settled restricted stock units.
4. Transaction represents shares withheld for taxes upon vesting of restricted stock units.
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 02/20/2026
** 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.

Source: View Original Filing on SEC EDGAR