iHeartMedia (IHRT) CEO logs RSU conversion and tax share disposals

Rhea-AI Filing Summary

iHeartMedia, Inc. Chairman and CEO Robert W. Pittman reported equity award activity involving restricted stock units and Class A common stock. On February 25, 2026, he exercised 256,667 restricted stock units, receiving the same number of Class A shares at no cash exercise price.

To cover withholding obligations upon vesting, the filing shows tax-related dispositions of 110,008 shares and 50,004 shares at $3.17 per share, plus a 146,659-share disposition to the issuer at the same price. After these transactions, he directly held 6,182,469 Class A shares and indirectly held 21,732 shares through Pittman CC, LLC, a controlled entity for which he disclaims beneficial ownership beyond his pecuniary interest.

Insider Trade Summary

256,667 shares exercised/converted

Mixed 6 txns

Insider PITTMAN ROBERT W

Role Chairman and CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	256,667	$0.00	--
Exercise	Class A Common Stock, par value $0.001 per share	256,667	$0.00	--
Tax Withholding	Class A Common Stock, par value $0.001 per share	110,008	$3.17	$349K
Disposition	Class A Common Stock, par value $0.001 per share	146,659	$3.17	$465K
Tax Withholding	Class A Common Stock, par value $0.001 per share	50,004	$3.17	$159K
holding	Class A Common Stock, par value $0.001 per share	--	--	--

Holdings After Transaction: Restricted Stock Units — 256,667 shares (Direct); Class A Common Stock, par value $0.001 per share — 6,489,410 shares (Direct); Class A Common Stock, par value $0.001 per share — 21,732 shares (Indirect, By Pittman CC, LLC)

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 25, 2024. Includes shares of Class A Common Stock as well as RSUs subject to time vesting conditions. Transaction represents cash equivalent amounts withheld for taxes upon vesting of cash-settled restricted stock units. Transaction represents shares withheld for taxes upon vesting of restricted stock units. 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.

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
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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)
02/25/2026

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	02/25/2026		M		256,667	A	(1)	6,489,410(2)	D
Class A Common Stock, par value $0.001 per share	02/25/2026		F(3)		110,008	D	$3.17	6,379,132(2)	D
Class A Common Stock, par value $0.001 per share	02/25/2026		D		146,659	D	$3.17	6,232,473(2)	D
Class A Common Stock, par value $0.001 per share	02/25/2026		F(4)		50,004	D	$3.17	6,182,469(2)	D
Class A Common Stock, par value $0.001 per share								21,732	I	By Pittman CC, LLC(5)

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)	02/25/2026		M			256,667	(1)	(1)	Class A Common Stock	256,667	$0.00	256,667	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 25, 2024.

2. Includes shares of Class A Common Stock as well as RSUs subject to time vesting conditions.

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

4. Transaction represents shares withheld for taxes upon vesting of restricted stock units.

5. 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	02/27/2026
	** 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).
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FAQ

What insider transactions did IHRT Chairman and CEO Robert Pittman report on this Form 4?

Robert Pittman reported exercising 256,667 restricted stock units into an equal number of iHeartMedia Class A shares, then disposing of 110,008, 146,659, and 50,004 shares at $3.17 per share for tax withholding and a disposition to the issuer, as disclosed in the filing.

Were Robert Pittman’s IHRT share transactions open-market sales?

The reported IHRT share dispositions were not open-market sales. They reflect shares and cash equivalents withheld for tax obligations on vesting RSUs and a disposition to the issuer, all at $3.17 per share, rather than discretionary selling on the open market.

How many iHeartMedia (IHRT) shares does Robert Pittman hold after these transactions?

After these transactions, Robert Pittman directly holds 6,182,469 shares of iHeartMedia Class A common stock and indirectly holds 21,732 shares through Pittman CC, LLC, a controlled entity for which he disclaims beneficial ownership except to the extent of his pecuniary interest.

What restricted stock unit activity did IHRT’s CEO report on this Form 4?

The CEO reported the exercise of 256,667 restricted stock units, converting them into 256,667 shares of Class A common stock at a price of $0.00 per share, representing equity compensation vesting rather than a cash purchase in the market.

How were taxes handled on Robert Pittman’s IHRT restricted stock unit vesting?

Taxes on the RSU vesting were satisfied by withholding securities and cash equivalents. The filing shows 110,008 and 50,004 Class A shares disposed at $3.17 per share, and additional cash-settled amounts, all designated as payments of tax liabilities tied to vested restricted stock units.

What is Pittman CC, LLC’s role in Robert Pittman’s IHRT holdings?

Pittman CC, LLC holds 21,732 shares of iHeartMedia Class A stock indirectly attributed to Robert Pittman. He controls the LLC but disclaims beneficial ownership of those shares except to the extent of his pecuniary interest, as clarified in the Form 4 footnote.