Equity awards and RSU vesting for iHeartMedia (IHRT) CFO McGuinness

Rhea-AI Filing Summary

MCGUINNESS MICHAEL B reported acquisition or exercise transactions in this Form 4 filing.

iHeartMedia CFO Michael B. McGuinness reported multiple equity awards on February 17, 2026, including restricted stock units and Class A common stock. Some RSUs became earned after meeting performance goals and others were newly granted, with vesting dates in May 2026 and February 2028 or over three years, all contingent on continued service.

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^*

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)
02/17/2026

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	02/17/2026		A		166,128(1)	A	$0	623,580	D
Class A Common Stock, par value $0.001 per share	02/17/2026		A		59,523(2)	A	$0	683,103	D
Class A Common Stock, par value $0.001 per share	02/17/2026		A		109,649(3)	A	$0	792,752	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	(4)	02/17/2026		A		59,523		(4)	(4)	Class A Common Stock	59,523	$0	59,523	D
Restricted Stock Units	(5)	02/17/2026		A		109,649		(5)	(5)	Class A Common Stock	109,649	$0	109,650	D

Explanation of Responses:

1. Reflects restricted stock units ("RSUs") following the satisfaction of performance criteria for previously granted performance stock units ("PSUs"). Each RSU represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest in full on May 18, 2026, subject to the Reporting Person's continued service with the Issuer.

2. Reflects RSUs following the partial satisfaction of performance criteria for previously granted PSUs. Each RSU represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest in full on February 20, 2028, subject to the Reporting Person's continued service with the Issuer.

3. Reflects stock-settled restricted stock units. Each RSU represents a contingent right to receive one share of Class A Common Stock. The RSUs shall vest as to one-third of the total RSUs on each of the first three anniversaries of February 17, 2026, subject to the Reporting Person's continued service with the Issuer.

4. Reflects cash-settled RSUs following the partial satisfaction of performance criteria for previously granted cash-settled PSUs. 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 cash-settled RSUs will vest in full on February 20, 2028, subject to the Reporting Person's continued service with the Issuer.

5. Reflects cash-settled RSUs. 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 17, 2026, subject to the Reporting Person's continued service with the Issuer.

	/s/ David Hillman, as Attorney-in-Fact for Michael B. McGuinness	02/19/2026
	** 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.

FAQ

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

The Form 4 shows equity awards to CFO Michael B. McGuinness, including restricted stock units and Class A common stock. These awards stem from both performance-based RSUs that became earned and newly granted RSUs with time-based vesting conditions tied to continued service.

How many restricted stock units were granted or earned for the IHRT CFO?

The filing reports multiple restricted stock unit (RSU) acquisitions, including awards of 59,523 and 109,649 RSUs. Each RSU represents a contingent right to receive one share of iHeartMedia Class A common stock or a cash value equivalent, depending on the specific award terms disclosed.

When do Michael McGuinness’s iHeartMedia RSUs vest?

Certain RSUs vest in full on May 18, 2026, while others vest in full on February 20, 2028. Additional RSUs vest in three equal installments on each of the first three anniversaries of February 17, 2026, all requiring continued service with iHeartMedia.

What is the difference between stock-settled and cash-settled RSUs for IHRT CFO?

Some RSUs are stock-settled, delivering one share of Class A common stock per unit at vesting. Others are cash-settled, paying cash equal to the fair market value of one share on the vesting date, still subject to the same performance and service-based vesting conditions.

Are the IHRT CFO’s RSU awards performance-based or time-based?

The awards include both performance-based and time-based RSUs. Several RSUs reflect satisfaction or partial satisfaction of performance criteria under earlier performance stock units, while other RSUs vest over three years or on fixed future dates, conditioned on continued employment with iHeartMedia.

Does this IHRT Form 4 show any stock sales by the CFO?

No stock sales are reported. All transactions are coded as “A” for grant, award, or other acquisition, indicating the CFO acquired RSUs and common stock. The activity reflects equity compensation awards and performance-based conversions rather than open-market purchases or dispositions of iHeartMedia shares.