iHeartMedia CFO reports RSU vesting and disposals

iHeartMedia CFO Michael B. McGuinness reported several equity compensation-related transactions in Class A Common Stock.

Rhea-AI Filing Summary

iHeartMedia CFO Michael B. McGuinness reported several equity compensation-related transactions in Class A Common Stock. He exercised 38,226 restricted stock units into shares, then had 19,515 and 20,001 shares withheld to satisfy tax obligations and disposed of 18,711 shares to the issuer, ending with 772,751 directly held shares and 76,453 RSUs subject to time-based vesting.

Insider Trade Summary

38,226 shares exercised/converted

Exercise 5 txns

Insider MCGUINNESS MICHAEL B

Role CFO

Type	Security	Shares	Price	Value
Exercise	Class A Common Stock, par value $0.001 per share	38,226	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock, par value $0.001 per share	19,515	$3.61	$70K
Disposition	Class A Common Stock, par value $0.001 per share	18,711	$3.61	$68K
Exercise Price or Tax Liability	Class A Common Stock, par value $0.001 per share	20,001	$3.61	$72K
Exercise	Restricted Stock Units	38,226	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 76,453 contracts (Direct); Class A Common Stock, par value $0.001 per share — 772,751 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 shares withheld for taxes upon vesting of restricted stock units.
4. F4. Transaction represents cash equivalent amounts withheld for taxes upon vesting of cash-settled restricted stock units.

FAQ

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

What insider transactions did iHeartMedia (IHRT) CFO report on this Form 4?

The CFO reported exercising 38,226 restricted stock units into Class A Common Stock, with subsequent tax-related share withholdings and a disposition to the issuer. These transactions reflect equity compensation activity rather than open-market buying or selling of iHeartMedia stock.

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

After the reported transactions, the CFO directly holds 772,751 shares of iHeartMedia Class A Common Stock. He also holds 76,453 restricted stock units that are subject to time-based vesting conditions, according to the Form 4 ownership information and related footnotes.

Were the iHeartMedia (IHRT) CFO’s Form 4 transactions open-market trades?

No, the Form 4 shows compensation-related activity, not open-market trades. The transactions include RSU conversion into shares, shares withheld to cover taxes, and a disposition to the issuer, as indicated by transaction codes M, F, and D and the accompanying footnotes.

What do the tax-withholding transactions mean in the iHeartMedia (IHRT) Form 4?

The tax-withholding transactions labeled with code F represent shares or cash-equivalent amounts withheld to satisfy tax liabilities upon vesting of restricted stock units. This is a common mechanism used so insiders do not pay required taxes in cash at vesting.

How are the CFO’s restricted stock units in iHeartMedia (IHRT) structured?

The filing notes cash-settled restricted stock units that mirror the value of one Class A share. These RSUs vest in three equal installments on each of the first three anniversaries of February 20, 2025, subject to the stated time-based vesting conditions.

Did the iHeartMedia (IHRT) CFO increase or decrease his overall holdings?

The Form 4 shows both acquisition of shares through RSU conversion and dispositions for taxes and to the issuer. Overall, he continues to hold substantial direct shares and vested and unvested RSUs, reflecting ongoing equity-based compensation rather than a simple buy or sell decision.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/20/2026 - 08:48 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
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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)
02/20/2026

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		38,226	A	(1)	830,978(2)	D
Class A Common Stock, par value $0.001 per share	02/20/2026		F(3)		19,515	D	$3.61	811,463(2)	D
Class A Common Stock, par value $0.001 per share	02/20/2026		D		18,711	D	$3.61	792,752(2)	D
Class A Common Stock, par value $0.001 per share	02/20/2026		F(4)		20,001	D	$3.61	772,751(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)	02/20/2025		M		38,226		(1)	(1)	Class A Common Stock	38,226	$0.00	76,453	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 shares withheld for taxes upon vesting of restricted stock units.

4. Transaction represents cash equivalent amounts withheld for taxes upon vesting of cash-settled restricted stock units.

	/s/ David Hillman, as Attorney-in-Fact for Michael B. McGuinness	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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