Large equity and RSU grants to iHeartMedia (IHRT) Chairman and CEO

Rhea-AI Filing Summary

iHeartMedia Chairman and CEO Robert W. Pittman reported several equity awards dated February 17, 2026. He acquired three blocks of restricted stock units (RSUs), each representing a contingent right to one share of Class A common stock, tied to both performance goals and future service-based vesting.

Certain RSUs reflect full or partial satisfaction of performance criteria for previously granted performance stock units and will vest on May 18, 2026 and February 20, 2028. Another RSU grant vests in three equal annual installments starting on February 17, 2026. Pittman also reported increased direct holdings of Class A common stock and an indirect holding of 21,732 shares through Pittman CC, LLC, for which he disclaims beneficial ownership beyond his economic interest.

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)
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		949,306(1)	A	$0	5,508,066	D
Class A Common Stock, par value $0.001 per share	02/17/2026		A		278,298(2)	A	$0	5,786,364	D
Class A Common Stock, par value $0.001 per share	02/17/2026		A		500,000(3)	A	$0	6,286,364	D
Class A Common Stock, par value $0.001 per share								21,732	I	By Pittman CC, LLC(4)

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	(5)	02/17/2026		A		387,668		(5)	(5)	Class A Common Stock	387,668	$0	387,668	D
Restricted Stock Units	(6)	02/17/2026		A		674,083		(6)	(6)	Class A Common Stock	674,083	$0	674,083	D
Restricted Stock Units	(7)	02/17/2026		A		669,591		(7)	(7)	Class A Common Stock	669,591	$0	669,591	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. 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.

5. Reflects cash-settled RSUs following the 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 May 18, 2026, subject to the Reporting Person's continued service with the Issuer.

6. 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.

7. 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 Robert W. Pittman	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 insider transactions did iHeartMedia (IHRT) report for Robert W. Pittman?

Robert W. Pittman reported multiple equity awards on February 17, 2026, including grants of restricted stock units and additional Class A common stock. These awards are part of his compensation and are subject to performance conditions and multi-year vesting schedules tied to continued service with iHeartMedia.

How do the new RSU awards for iHeartMedia (IHRT) CEO vest?

The RSUs vest over time and after performance goals are met. Some vest in full on May 18, 2026 and February 20, 2028, while another grant vests in three equal installments on each of the first three anniversaries of February 17, 2026, contingent on continued service.

What performance conditions apply to the new iHeartMedia (IHRT) RSUs?

Several RSU awards follow the satisfaction or partial satisfaction of performance criteria for previously granted performance stock units. Once these performance hurdles were met, the awards converted into RSUs that will deliver Class A shares in the future, provided Robert W. Pittman remains in service through the specified vesting dates.

What does each restricted stock unit represent for iHeartMedia (IHRT) awards?

Each RSU represents a contingent right to receive one share of iHeartMedia’s Class A common stock on the applicable vesting date. Delivery depends on meeting any required performance conditions and the executive’s continued service through vesting, aligning compensation with longer-term company performance and retention.

What indirect iHeartMedia (IHRT) holdings are reported through Pittman CC, LLC?

The filing shows 21,732 shares of iHeartMedia Class A common stock held indirectly through Pittman CC, LLC. This limited liability company is controlled by Robert W. Pittman, who disclaims beneficial ownership of those shares except to the extent of his pecuniary, or economic, interest in them.

Are all of Robert W. Pittman’s new iHeartMedia (IHRT) RSUs share-settled?

The footnotes distinguish between stock-settled and cash-settled RSUs. Stock-settled units deliver Class A common shares upon vesting, while cash-settled units pay cash equal to the fair market value of a share on vesting, both subject to continued service and, in some cases, prior performance conditions.