iHeartMedia director granted 35,629 deferred stock units

MILLS CHERYL D reported acquisition or exercise transactions in this Form 4 filing. iHeartMedia, Inc. director Cheryl D. Mills reported receiving an award of 35,629 deferred stock units (DSUs) of Class A Common Stock.

Accepted by SEC EDGAR 06/05/2026 - 07:00 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

MILLS CHERYL D reported acquisition or exercise transactions in this Form 4 filing.

iHeartMedia, Inc. director Cheryl D. Mills reported receiving an award of 35,629 deferred stock units (DSUs) of Class A Common Stock. This is a compensation-related grant, not an open-market purchase, at a reported price of $0.00 per unit.

Each DSU represents the right to receive one share of Class A Common Stock. The DSUs vest in full on the earlier of June 4, 2027 or the company’s 2027 annual meeting of stockholders, and will be settled in shares within 45 days after events such as separation from service, change in control, death, or disability. Following the grant, Mills directly holds 407,155 shares and DSUs combined as reported in this filing.

Insider Trade Summary

Grant/Award: 35,629 shares

Grant/Award 1 txn

Insider MILLS CHERYL D

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock, par value $0.001 per share	35,629	$0.00	$0.00

Holdings After Transaction: Class A Common Stock, par value $0.001 per share — 407,155 shares (Direct)

Holdings Before and After: Class A Common Stock, par value $0.001 per share, 371,526 to 407,155 shares (Direct)

Footnotes (1)

1. F1. Represents deferred stock units ("DSUs"). Each DSU represents a contingent right to receive one share of Class A Common Stock. The DSUs shall vest in full on the earlier of June 4, 2027 or the Company's 2027 annual meeting of stockholders. Settlement of the DSUs has been deferred until within 45 days of the earliest to occur of (i) the Reporting Person's separation from service, (ii) a change in control, (iii) the Reporting Person's death, or (iv) the Reporting Person's disability.

Key Figures

Deferred stock units granted: 35,629 units Grant price per unit: $0.00 per unit Total holdings after grant: 407,155 shares/DSUs +2 more

5 metrics

Deferred stock units granted 35,629 units Grant to director Cheryl D. Mills on June 4, 2026

Grant price per unit $0.00 per unit Compensation-related DSU award

Total holdings after grant 407,155 shares/DSUs Direct holdings following the reported transaction

Vesting date June 4, 2027 Or earlier at the 2027 annual stockholders meeting

Settlement window Within 45 days After earliest of separation, change in control, death, or disability

Key Terms

deferred stock units, DSUs, change in control, separation from service, +1 more

5 terms

deferred stock units financial

"Represents deferred stock units ("DSUs"). Each DSU represents a contingent right to receive one share"

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

DSUs financial

"Represents deferred stock units ("DSUs"). Each DSU represents a contingent right"

DSUs, or Deferred Share Units, are a form of long-term pay where employees or directors receive a promise of company shares or cash at a later date instead of immediate salary. Think of them as an IOU for future stock that vests over time and converts into actual shares or cash, so they matter to investors because they can increase the number of outstanding shares (dilution) and reveal how management’s pay is tied to company performance.

change in control financial

"within 45 days of the earliest to occur of (i) the Reporting Person's separation from service, (ii) a change in control"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

separation from service financial

"within 45 days of the earliest to occur of (i) the Reporting Person's separation from service"

Class A Common Stock financial

"Each DSU represents a contingent right to receive one share of Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

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

What insider transaction did Cheryl D. Mills report at iHeartMedia (IHRT)?

Cheryl D. Mills reported receiving 35,629 deferred stock units of Class A Common Stock as a grant. This is a compensation-related award at a stated price of $0.00 per unit, not an open-market stock purchase or sale.

What are the terms of the deferred stock units granted to Cheryl D. Mills at IHRT?

Each deferred stock unit represents a contingent right to receive one share of Class A Common Stock. The units vest in full on the earlier of June 4, 2027 or iHeartMedia’s 2027 annual stockholders meeting, subject to standard conditions described in the award terms.

When will Cheryl D. Mills’s deferred stock units in iHeartMedia settle into shares?

Settlement of the deferred stock units will occur within 45 days after the earliest of separation from service, a change in control, death, or disability. At that time, each vested unit converts into one share of Class A Common Stock, according to the award’s terms.

How many iHeartMedia shares and units does Cheryl D. Mills hold after this transaction?

After the grant, Cheryl D. Mills is reported as directly holding 407,155 shares and deferred stock units in total. This figure, disclosed in the filing, reflects her position immediately following the June 4, 2026 compensation award transaction.

Is Cheryl D. Mills’s iHeartMedia transaction a stock purchase on the open market?

No, the transaction is classified as a grant or award acquisition of 35,629 deferred stock units at $0.00 per unit. It reflects director compensation rather than an open-market purchase, and the units vest and settle according to specified future conditions.

What role does Cheryl D. Mills hold at iHeartMedia, Inc. (IHRT)?

Cheryl D. Mills is identified in the filing as a director of iHeartMedia, Inc. The reported deferred stock unit grant represents part of her equity-based director compensation, subject to vesting and settlement terms tied to future service and corporate events.

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

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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^*

MILLS CHERYL D

(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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026

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	06/04/2026		A		35,629(1)	A	$0	407,155	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents deferred stock units ("DSUs"). Each DSU represents a contingent right to receive one share of Class A Common Stock. The DSUs shall vest in full on the earlier of June 4, 2027 or the Company's 2027 annual meeting of stockholders. Settlement of the DSUs has been deferred until within 45 days of the earliest to occur of (i) the Reporting Person's separation from service, (ii) a change in control, (iii) the Reporting Person's death, or (iv) the Reporting Person's disability.

	/s/ David Hillman, as Attorney-in-Fact for Cheryl D. Mills	06/05/2026
	** 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)