iHeartMedia (IHRT) CFO reports RSU vesting, share and cash withholdings

Rhea-AI Filing Summary

iHeartMedia CFO Michael B. McGuinness reported a mix of equity-related transactions in Class A Common Stock on February 25, 2026. He exercised or converted 29,167 restricted stock units at a price of $0.00 per share into the same number of Class A shares, increasing his holdings. Several blocks of shares were then withheld or surrendered at $3.17 per share to cover tax and related obligations upon the vesting of restricted stock units and cash-settled RSUs. After these transactions, he directly owned 757,861 shares of Class A Common Stock and time-vested RSUs.

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

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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^*

MCGUINNESS MICHAEL B

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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	02/25/2026		M		29,167	A	(1)	801,918(2)	D
Class A Common Stock, par value $0.001 per share	02/25/2026		F(3)		14,890	D	$3.17	787,028(2)	D
Class A Common Stock, par value $0.001 per share	02/25/2026		D		14,277	D	$3.17	772,751(2)	D
Class A Common Stock, par value $0.001 per share	02/25/2026		F(4)		14,890	D	$3.17	757,861(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)	02/25/2026		M			29,167	(1)	(1)	Class A Common Stock	29,167	$0.00	29,167	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 25, 2024.

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, as Attorney-in-Fact for Michael B. McGuinness	02/27/2026
	** 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).
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FAQ

What did iHeartMedia (IHRT) CFO Michael McGuinness report on this Form 4?

Michael McGuinness reported exercising 29,167 restricted stock units and related share withholdings. The transactions reflect RSU vesting, conversion into Class A Common Stock, and tax‑related dispositions, rather than open‑market buying or selling of iHeartMedia shares.

How many iHeartMedia (IHRT) shares did the CFO acquire through RSU conversion?

He acquired 29,167 shares of Class A Common Stock at a price of $0.00 per share. These shares resulted from the exercise or conversion of restricted stock units that vested according to previously established equity award terms.

How many iHeartMedia (IHRT) shares does the CFO hold after these transactions?

Following the reported transactions, Michael McGuinness directly owned 757,861 shares of iHeartMedia Class A Common Stock and time‑vested RSUs. This figure reflects both the RSU conversion and the shares withheld or surrendered for tax and related obligations.

Were the CFO’s iHeartMedia (IHRT) share dispositions open‑market sales?

The dispositions were not open‑market sales. They represent tax‑related withholdings and a disposition to the issuer at $3.17 per share in connection with the vesting of restricted stock units and cash‑settled RSUs, as described in the filing footnotes.

What are the cash‑settled RSUs mentioned in the iHeartMedia (IHRT) Form 4?

The cash‑settled RSUs give a right to receive cash equal to the fair market value of one Class A share on each vesting date. They vest in three equal annual installments starting on February 25, 2025, based on an award granted effective February 25, 2024.

Why were some iHeartMedia (IHRT) shares and amounts withheld from the CFO?

Certain shares and cash‑equivalent amounts were withheld to satisfy tax liabilities triggered by RSU vesting. The filing notes both cash‑settled RSUs and traditional restricted stock units, with tax obligations met by delivering securities or cash equivalents instead of separate payments.