iHeartMedia Inc.

02/19/2026 | Press release | Distributed by Public on 02/19/2026 16:35

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
(Print or Type Responses)
1. Name and Address of Reporting Person *
PITTMAN ROBERT W
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
(Last) (First) (Middle)
20880 STONE OAK PARKWAY
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026
(Street)
SAN ANTONIO, TX 78258
4. If Amendment, Date 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
(City) (State) (Zip)
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)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PITTMAN ROBERT W
20880 STONE OAK PARKWAY
SAN ANTONIO, TX 78258
X Chairman and CEO

Signatures

/s/ David Hillman, as Attorney-in-Fact for Robert W. Pittman 02/19/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
iHeartMedia Inc. published this content on February 19, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 19, 2026 at 22:35 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]