iHeartMedia Board Member's Trust Restructuring Signals Long-term Commitment

Rhea-AI Filing Summary

iHeartMedia Director Kamakshi Sivaramakrishnan reported a gift transfer transaction of Class A Common Stock on June 24, 2025. The transaction involved the transfer of 681 shares from the Kamakshi Sivaramakrishnan 2023 Annuity Trust (GRAT) to the Ananya Shashidhar Hebsur 2023 Irrevocable Trust.

Key transaction details:

• Transfer price: $0 (gift transaction)
• Post-transaction, the director maintains direct ownership of 385,912 shares of Class A Common Stock
• The GRAT's position was reduced to 0 shares
• The Irrevocable Trust now holds 681 shares

The reporting person disclaims beneficial ownership of shares held in both trusts except to the extent of their pecuniary interest. The Form 4 was filed through an attorney-in-fact on June 26, 2025, within the required reporting window.

Insider Trade Summary

1,362 shares gifted

Mixed 3 txns

Insider SIVARAMAKRISHNAN KAMAKSHI

Role Director

Type	Security	Shares	Price	Value
Gift	Class A Common Stock, par value $0.001 per share	681	$0.00	--
Gift	Class A Common Stock, par value $0.001 per share	681	$0.00	--
holding	Class A Common Stock, par value $0.001 per share	--	--	--

Holdings After Transaction: Class A Common Stock, par value $0.001 per share — 0 shares (Indirect, By GRAT); Class A Common Stock, par value $0.001 per share — 385,912 shares (Direct)

Footnotes (1)

1. The transaction involved a gift transfer by the Kamakshi Sivaramakrishnan 2023 Annuity Trust (the "GRAT") to the Ananya Shashidhar Hebsur 2023 Irrevocable Trust (the "Irrevocable Trust"). The reported item represents shares of Class A Common Stock beneficially owned by the GRAT, which is controlled by the Reporting Person. The Reporting Person disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein. The reported item represents shares of Class A Common Stock beneficially owned by the Irrevocable Trust, which is controlled by the Reporting Person. The Reporting Person disclaims beneficial ownership of such shares except to the extent of her 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^*

SIVARAMAKRISHNAN KAMAKSHI

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

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2025

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	06/24/2025		G(1)		681	D	$0	0	I	By GRAT(2)
Class A Common Stock, par value $0.001 per share	06/24/2025		G(1)		681	A	$0	681	I	By Irrevocable Trust(3)
Class A Common Stock, par value $0.001 per share								385,912	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. The transaction involved a gift transfer by the Kamakshi Sivaramakrishnan 2023 Annuity Trust (the "GRAT") to the Ananya Shashidhar Hebsur 2023 Irrevocable Trust (the "Irrevocable Trust").

2. The reported item represents shares of Class A Common Stock beneficially owned by the GRAT, which is controlled by the Reporting Person. The Reporting Person disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein.

3. The reported item represents shares of Class A Common Stock beneficially owned by the Irrevocable Trust, which is controlled by the Reporting Person. The Reporting Person disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein.

	/s/ David Hillman, as Attorney-in-Fact for Kamakshi Sivaramakrishnan	06/26/2025
	** 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.

FAQ

What insider transaction did IHRT director Kamakshi Sivaramakrishnan report on June 24, 2025?

Kamakshi Sivaramakrishnan reported a gift transfer of 681 shares of Class A Common Stock from the Kamakshi Sivaramakrishnan 2023 Annuity Trust (GRAT) to the Ananya Shashidhar Hebsur 2023 Irrevocable Trust.

How many shares of IHRT does Kamakshi Sivaramakrishnan directly own after the reported transaction?

Following the reported transaction, Kamakshi Sivaramakrishnan directly owns 385,912 shares of IHRT Class A Common Stock.

What was the transaction price for IHRT shares in Sivaramakrishnan's Form 4 filing?

The transaction was reported as a gift (transaction code 'G') with a price of $0, as it was a transfer between trusts rather than a market transaction.

What positions does Kamakshi Sivaramakrishnan hold at IHRT according to the Form 4?

According to the Form 4, Kamakshi Sivaramakrishnan serves as a Director of iHeartMedia, Inc. (IHRT).

What type of beneficial ownership structure does Sivaramakrishnan have for the transferred IHRT shares?

The shares are indirectly owned through two trust structures: the Kamakshi Sivaramakrishnan 2023 Annuity Trust (GRAT) and the Ananya Shashidhar Hebsur 2023 Irrevocable Trust. The reporting person disclaims beneficial ownership except to the extent of their pecuniary interest in both trusts.