iHeartMedia (IHRT) CFO uses 115,678 shares to cover RSU tax withholding

Rhea-AI Filing Summary

iHeartMedia, Inc. CFO Michael B. McGuinness reported a tax-related share disposition tied to equity compensation. On May 18, 2026, 115,678 shares of Class A Common Stock were withheld at $5.18 per share to cover tax obligations upon vesting of restricted stock units. After this withholding, he directly owned 642,183 shares, indicating this was a compensation and tax-settlement event rather than an open-market trade.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider MCGUINNESS MICHAEL B

Role CFO

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock, par value $0.001 per share	115,678	$5.18	$599K

Holdings After Transaction: Class A Common Stock, par value $0.001 per share — 642,183 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 115,678 shares Withholding share value: $5.18 per share Shares held after transaction: 642,183 shares

3 metrics

Shares withheld for taxes 115,678 shares Withheld on May 18, 2026 for RSU tax liability

Withholding share value $5.18 per share Valuation used for tax-withholding disposition

Shares held after transaction 642,183 shares Direct Class A holdings after tax withholding

Key Terms

restricted stock units, tax-withholding disposition, Class A Common Stock

3 terms

restricted stock units financial

"shares withheld for taxes upon vesting of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"transaction_action: tax-withholding disposition to cover tax liability"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Class A Common Stock financial

"Class A Common Stock, par value $0.001 per share"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

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 TEXAS 78258

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/18/2026		F(1)		115,678	D	$5.18	642,183	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. Transaction represents shares withheld for taxes upon vesting of restricted stock units.

	/s/ David Hillman, as Attorney-in-Fact for Michael B. McGuinness	05/20/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did iHeartMedia (IHRT) report for its CFO?

iHeartMedia CFO Michael B. McGuinness reported a tax-related share disposition. On May 18, 2026, 115,678 Class A shares were withheld to satisfy taxes on vesting restricted stock units, rather than sold in the open market.

How many iHeartMedia (IHRT) shares were withheld for the CFO’s taxes?

A total of 115,678 Class A Common Stock shares were withheld. The shares were valued at $5.18 each and used to cover tax liabilities triggered by the vesting of restricted stock units awarded to the CFO.

At what price were the withheld iHeartMedia (IHRT) shares valued?

The withheld shares were valued at $5.18 per share. This value is used solely to determine how many shares were needed to cover the CFO’s tax obligations from the vesting of restricted stock units on that date.

How many iHeartMedia (IHRT) shares does the CFO hold after this transaction?

Following the tax withholding, the CFO directly holds 642,183 Class A shares. This figure reflects his remaining equity position after 115,678 shares were withheld to satisfy tax liabilities tied to vesting restricted stock units.

Was the iHeartMedia (IHRT) CFO’s Form 4 transaction an open-market sale?

No, the transaction was not an open-market sale. The Form 4 identifies it as a tax-withholding disposition, where 115,678 shares were delivered back to cover taxes upon vesting of restricted stock units instead of being sold in the market.