iHeartMedia (IHRT) Form 4: Pittman Adds 117k Class A Shares

Rhea-AI Filing Summary

Robert W. Pittman, Chairman and CEO of iHeartMedia (IHRT), reported an insider purchase. On 08/14/2025 he acquired 117,371 shares of Class A common stock at a weighted average price of $2.1894 (individual prices ranged from $2.13 to $2.27). After the purchase he beneficially owns 4,558,760 shares directly and 21,732 shares indirectly through Pittman CC, LLC, a limited liability company he controls. The Form 4 was signed by David Hillman as attorney-in-fact and filed 08/18/2025. The filing includes an undertaking to provide detailed per-trade pricing on request.

Positive

• Insider purchase of 117,371 Class A shares at a weighted average price of $2.1894 demonstrates CEO buying stock.
• Significant continuing ownership: 4,558,760 shares directly held after the transaction, indicating material insider stake.
• Transparent disclosure: Footnote offers to provide per-trade pricing detail and properly filed Form 4 executed by attorney-in-fact.

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider purchase of 117,371 IHRT shares at ~$2.19 signals CEO buying stock at current market prices.

The CEO acquired a material block of Class A shares using multiple trades at prices between $2.13 and $2.27 for a weighted average of $2.1894. This increases his direct stake to 4.56 million shares, reinforcing his ownership position. The disclosure follows standard Section 16 reporting and includes an offer to provide per-trade detail, which supports transparency. The transaction is a routine insider purchase, not a derivative or disposition.

Corporate Governance Expert

TL;DR: A CEO purchase and clear disclosure strengthen governance transparency but do not by themselves change governance structure.

Robert Pittman, serving as both Chairman and CEO and identified as the reporting person, executed open-market purchases and reported indirect holdings via a controlled LLC with an explicit disclaimer of beneficial ownership beyond pecuniary interest. The Form 4 is properly executed by an attorney-in-fact. From a governance perspective, the filing shows compliance with Section 16 reporting requirements and a willingness to disclose transaction-level pricing upon request.

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^*

PITTMAN ROBERT W

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

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	08/14/2025		P		117,371	A	$2.1894(1)	4,558,760	D
Class A Common Stock, par value $0.001 per share								21,732	I	By Pittman CC, LLC(2)

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. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.13 to $2.27, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

2. The reported item represents shares of Class A Common Stock beneficially owned by Pittman CC, LLC, a limited liability company controlled by the Reporting Person. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

	/s/ David Hillman, as Attorney-in-Fact for Robert W. Pittman	08/18/2025
	** 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 Robert W. Pittman report on Form 4 for IHRT?

He reported an open-market purchase of 117,371 Class A shares on 08/14/2025 at a weighted average price of $2.1894.

How many IHRT shares does Pittman beneficially own after the purchase?

He beneficially owns 4,558,760 shares directly and 21,732 shares indirectly through Pittman CC, LLC.

What price range did the reported purchases occur at?

The purchases were made at prices ranging from $2.13 to $2.27; the Form 4 cites a weighted average of $2.1894.

Who filed and signed the Form 4 for Pittman?

The Form 4 was signed by David Hillman as attorney-in-fact for Robert W. Pittman and dated 08/18/2025.

Does the filing include indirect holdings?

Yes. It reports 21,732 Class A shares as indirectly owned via Pittman CC, LLC, which Pittman controls.