PITTMAN ROBERT W 4
4 · iHeartMedia, Inc. · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
iHeartMedia (IHRT) CEO Robert Pittman Receives 3.46M RSUs/Awards
What Happened
Robert W. Pittman, iHeartMedia's Chairman and CEO (and a director), was reported on Feb 19, 2026 as receiving awards on Feb 17, 2026 totaling 3,458,946 units. The filing shows six items acquired at $0.00 (grants/awards): 949,306; 278,298; 500,000; 387,668 (derivative); 674,083 (derivative); and 669,591 (derivative). These are a mix of stock-settled restricted stock units (RSUs), cash-settled RSUs (derivative/cash awards), and one reported block of shares held through Pittman CC, LLC. No cash was paid — these are compensation awards rather than open‑market purchases.
Key Details
- Transaction date: February 17, 2026; Form 4 filed February 19, 2026 (timely within the standard 2-business-day reporting window).
- Total units awarded: 3,458,946 (aggregate of the six reported items). Reported price: $0.00 (award/grant).
- Vesting and settlement: Footnotes state some RSUs converted from previously granted performance stock units (PSUs) and will vest on May 18, 2026 or February 20, 2028; other RSUs vest in three equal annual installments beginning Feb 17, 2026. Cash-settled RSUs pay an amount equal to the stock’s fair market value at vesting. All vesting is subject to continued service and, where noted, satisfaction of performance criteria.
- One 500,000-share item represents Class A shares beneficially owned by Pittman CC, LLC; Pittman disclaims beneficial ownership except to the extent of his pecuniary interest (per footnote).
- No sales, tax‑withholding, 10b5‑1 plan, or late‑filing flags are indicated in the summary provided. For full post-transaction beneficial ownership and details, see the complete Form 4 filing (Accession: 0001193125-26-059744).
Context
- These entries are awards/settlement rights (compensation and performance-related grants), not open-market purchases or sales; such grants are common for executive compensation and do not by themselves signal an immediate market trade.
- Stock-settled RSUs convert to Class A shares at vesting; cash-settled RSUs pay cash equal to share value at vesting. Vesting is contingent on continued employment and, for some awards, prior performance targets.
- Because one item reflects shares held via an affiliated LLC, that line reports beneficial interest rather than a new market acquisition by Mr. Pittman personally.
Insider Transaction Report
Form 4
PITTMAN ROBERT W
DirectorChairman and CEO
Transactions
- Award
Class A Common Stock, par value $0.001 per share
[F1]2026-02-17+949,306→ 5,508,066 total - Award
Class A Common Stock, par value $0.001 per share
[F2]2026-02-17+278,298→ 5,786,364 total - Award
Class A Common Stock, par value $0.001 per share
[F3]2026-02-17+500,000→ 6,286,364 total - Award
Restricted Stock Units
[F5]2026-02-17+387,668→ 387,668 total→ Class A Common Stock (387,668 underlying) - Award
Restricted Stock Units
[F6]2026-02-17+674,083→ 674,083 total→ Class A Common Stock (674,083 underlying) - Award
Restricted Stock Units
[F7]2026-02-17+669,591→ 669,591 total→ Class A Common Stock (669,591 underlying)
Holdings
- 21,732(indirect: By LLC)
Class A Common Stock, par value $0.001 per share
[F4]
Footnotes (7)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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.
Signature
/s/ David Hillman, as Attorney-in-Fact for Robert W. Pittman|2026-02-19