MCGUINNESS MICHAEL B 4

4 · iHeartMedia, Inc. · Filed Feb 20, 2026

AI-generated summary of this filing

Updated Feb 21, 2026

iHeartMedia (IHRT) CFO Michael McGuinness Exercises RSUs, Withholds Shares

What Happened

Michael B. McGuinness, Chief Financial Officer of iHeartMedia (IHRT), reported the conversion/exercise of derivative awards on Feb 20, 2026 that resulted in 38,226 shares being acquired (conversion of RSUs/options).
Related to that conversion, the filing shows multiple share dispositions/withholdings to cover tax liabilities and payments: 19,515 shares withheld for taxes (cash value $70,449), 18,711 shares transferred/surrendered to the issuer (at $3.61 per share, $67,547), and an additional 20,001-share withholding/cash-equivalent for taxes ($72,204). These actions reflect tax withholding and settlement related to the vesting/conversion rather than an open-market sale.

Key Details

Transaction date(s): Feb 20, 2026 (filing covers the same date).
Conversion/exercise: 38,226 shares acquired (derivative exercise/conversion; a prior related derivative entry from Feb 20, 2025 is also listed in the filing).
Withholdings/dispositions: 19,515 shares (F) withheld for taxes — $70,449; 18,711 shares (D) surrendered to issuer at $3.61 — $67,547; 20,001 shares (F) withheld/cash-equivalent for taxes — $72,204.
Footnotes: F1 indicates these are cash-settled restricted stock units (RSUs) that vest over time; F3/F4 note shares and cash equivalents were withheld to satisfy tax obligations; F2 clarifies holdings include Class A shares and RSUs.
Shares owned after transaction: not specified in the provided filing extract.
Timeliness: filing date equals transaction date (Feb 20, 2026); no late filing flag reported.

Context

These entries reflect the mechanical tax-withholding and settlement typical when restricted stock units or similar derivatives vest or are converted. Per the footnotes, some RSUs are cash-settled (the holder receives a cash amount equal to the share value) and some tax obligations were satisfied by withholding/surrendering shares rather than open-market sales.
Such withholding/surrender transactions are routine and generally do not represent an active investment decision to buy or sell stock on the open market.

Form 4

Period: 2026-02-20

CFO

Transactions

Exercise/Conversion
Class A Common Stock, par value $0.001 per share
[F1][F2]
2026-02-20+38,226→ 830,978 total
Tax Payment
Class A Common Stock, par value $0.001 per share
[F3][F2]
2026-02-20$3.61/sh−19,515$70,449→ 811,463 total
Disposition to Issuer
Class A Common Stock, par value $0.001 per share
[F2]
2026-02-20$3.61/sh−18,711$67,547→ 792,752 total
Tax Payment
Class A Common Stock, par value $0.001 per share
[F4][F2]
2026-02-20$3.61/sh−20,001$72,204→ 772,751 total
Exercise/Conversion
Restricted Stock Units
[F1]
2025-02-20+38,226→ 76,453 total
→ Class A Common Stock (38,226 underlying)

Footnotes (4)

[F1]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 20, 2025.
[F2]Includes shares of Class A Common Stock as well as RSUs subject to time vesting conditions.
[F3]Transaction represents shares withheld for taxes upon vesting of restricted stock units.
[F4]Transaction represents cash equivalent amounts withheld for taxes upon vesting of cash-settled restricted stock units.

Signature

/s/ David Hillman, as Attorney-in-Fact for Michael B. McGuinness|2026-02-20

1 file