MCGUINNESS MICHAEL B 4

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.