PITTMAN ROBERT W 4

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

AI-generated summary of this filing

Updated Feb 21, 2026

iHeartMedia (IHRT) CEO Robert Pittman Exercises Awards, Surrenders Shares

What Happened

Robert W. Pittman, Chairman & CEO of iHeartMedia (IHRT), reported conversion/exercise of 303,028 derivative units on Feb 20, 2026. Following the conversion, shares were withheld and surrendered to cover tax liabilities and issuer disposition at $3.61 per share. Reported dispositions generated approximately $1,287,504 in value.
These entries reflect vesting/settlement and tax withholding rather than an open-market sale or new purchase. The derivative exercise shows $0.00 exercise price for certain reported items, consistent with vested awards being settled.

Key Details

Date of transactions: 2026-02-20.
Reported transactions (selected): conversion/exercise of 303,028 units; withheld/surrendered shares: 129,878 (tax withholding, $468,860), 173,150 (disposition to issuer, $625,072), and 53,621 (tax withholding, $193,572). Total reported proceeds from dispositions ≈ $1,287,504.
Price shown for dispositions: $3.61 per share (used to calculate values above).
Holdings after transaction: the Form 4 excerpt does not state total post-transaction beneficial ownership. The filing notes holdings include Class A shares and RSUs subject to time vesting (see footnotes).
Notable footnotes: F1 indicates some RSUs are cash-settled (cash equal to FMV on vesting); F3/F4 explain cash equivalent and share-withholding for taxes; F2/F5 note holdings include Class A stock and interests held through Pittman CC, LLC (the reporting person disclaims beneficial ownership except to his pecuniary interest).
Timeliness: Reported period and filing date are both 2026-02-20 (filed same day).

Context

This filing mainly documents awards vesting/settlement and associated tax withholding/dispositions (often routine). Some awards are cash-settled RSUs (converted to cash) while others may be share-settled and then withheld or surrendered to cover taxes or other obligations — not necessarily an open-market sell signal.
For retail investors: award vesting and tax-withholding dispositions are common for executives and do not by themselves indicate a change in insider sentiment. For full ownership details and exact holdings after the transactions, consult the complete Form 4 (Accession 0001193125-26-061991).

Form 4

Period: 2026-02-20

DirectorChairman and CEO

Transactions

Exercise/Conversion
Class A Common Stock, par value $0.001 per share
[F1][F2]
2026-02-20+303,028→ 6,589,392 total
Tax Payment
Class A Common Stock, par value $0.001 per share
[F3][F2]
2026-02-20$3.61/sh−129,878$468,860→ 6,459,514 total
Disposition to Issuer
Class A Common Stock, par value $0.001 per share
[F2]
2026-02-20$3.61/sh−173,150$625,072→ 6,286,364 total
Tax Payment
Class A Common Stock, par value $0.001 per share
[F4][F2]
2026-02-20$3.61/sh−53,621$193,572→ 6,232,743 total
Exercise/Conversion
Restricted Stock Units
[F1]
2026-02-20−303,028→ 606,057 total
→ Class A Common Stock (303,028 underlying)

Holdings

Footnotes (5)

[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 cash equivalent amounts withheld for taxes upon vesting of cash-settled restricted stock units.
[F4]Transaction represents shares withheld for taxes upon vesting of restricted stock units.
[F5]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.

Signature

/s/ David Hillman, as Attorney-in-Fact for Robert W. Pittman|2026-02-20

1 file