iHeartMedia COO reports RSU exercise, share disposals

iHeartMedia President and COO Richard J. Bressler reported equity award exercises and related share dispositions.

Rhea-AI Filing Summary

iHeartMedia President and COO Richard J. Bressler reported equity award exercises and related share dispositions. He acquired 303,028 restricted stock units through a derivative exercise and 303,028 shares of Class A Common Stock at a stated price of $0.00 per share.

He then disposed of 129,878 and 53,621 shares of Class A Common Stock at $3.61 per share to cover tax liabilities upon vesting, and a further 173,150 shares were disposed of to the issuer at $3.61 per share. After these transactions, his direct holdings of Class A Common Stock were 5,291,747 shares, and his RSU holdings were 606,057 units, which include time-vested RSUs.

Insider Trade Summary

303,028 shares exercised/converted

Exercise 5 txns

Insider BRESSLER RICHARD J

Role President and COO

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

Holdings After Transaction: Restricted Stock Units — 606,057 contracts (Direct); Class A Common Stock, par value $0.001 per share — 5,291,747 shares (Direct)

Footnotes (4)

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.

FAQ

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What insider transactions did IHRT executive Richard Bressler report?

Richard J. Bressler reported exercising 303,028 restricted stock units and receiving 303,028 Class A shares at a stated price of $0.00 per share. He also reported several dispositions of Class A shares tied to tax withholding and a disposition to the issuer at $3.61 per share.

How many iHeartMedia (IHRT) RSUs did Richard Bressler acquire?

Richard Bressler acquired 303,028 restricted stock units through a derivative exercise. These RSUs are cash-settled instruments, each linked to the fair market value of one share of Class A Common Stock and vest in three equal annual installments beginning February 20, 2025, subject to time-based conditions.

What share disposals did Richard Bressler report for iHeartMedia (IHRT)?

Bressler reported disposing of 129,878 and 53,621 Class A shares at $3.61 per share for tax withholding upon RSU vesting, and 173,150 additional shares were disposed of to the issuer at $3.61 per share, reflecting non-open-market transactions tied to equity compensation.

What is Richard Bressler’s iHeartMedia Class A share ownership after these transactions?

Following the reported transactions, Richard Bressler directly owned 5,291,747 shares of iHeartMedia Class A Common Stock. This figure reflects the net result after receiving 303,028 shares from derivative exercise and completing tax-related and issuer-directed dispositions on February 20, 2026.

How many iHeartMedia (IHRT) RSUs does Richard Bressler hold after the Form 4?

After the transactions, Bressler held 606,057 restricted stock units. This total includes RSUs subject to time-vesting conditions, with one-third scheduled to vest on each of the first three anniversaries of February 20, 2025, providing ongoing deferred compensation exposure.

Were Richard Bressler’s iHeartMedia share disposals open-market sales?

The reported disposals were not described as open-market sales. They consist of shares and cash-equivalent amounts withheld to satisfy tax liabilities on RSU vesting and a disposition of shares to the issuer at $3.61 per share, tied to compensation mechanics.

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

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Accepted by SEC EDGAR 02/20/2026 - 08:47 PM EST Learn about SEC filing dates

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 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)
	President and COO

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)	5,648,396(2)	D
Class A Common Stock, par value $0.001 per share	02/20/2026		F(3)		129,878	D	$3.61	5,518,518(2)	D
Class A Common Stock, par value $0.001 per share	02/20/2026		D		173,150	D	$3.61	5,345,368(2)	D
Class A Common Stock, par value $0.001 per share	02/20/2026		F(4)		53,621	D	$3.61	5,291,747(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)
				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	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.

	/s/ David Hillman, by Power of Attorney for Richard J. Bressler	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).
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