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iHeartMedia (IHRT) CFO details RSU vesting, tax withholdings

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
4

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.

Positive

  • None.

Negative

  • None.
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 --
Tax Withholding 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
Tax Withholding Class A Common Stock, par value $0.001 per share 20,001 $3.61 $72K
Exercise Restricted Stock Units 38,226 $0.00 --
Holdings After Transaction: Class A Common Stock, par value $0.001 per share — 830,978 shares (Direct); Restricted Stock Units — 76,453 shares (Direct)
Footnotes (1)
  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. Includes shares of Class A Common Stock as well as RSUs subject to time vesting conditions. Transaction represents shares withheld for taxes upon vesting of restricted stock units. Transaction represents cash equivalent amounts withheld for taxes upon vesting of cash-settled restricted stock units.
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*
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).
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

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.