MCGUINNESS MICHAEL B 4

4 · iHeartMedia, Inc. · Filed Feb 27, 2026

AI-generated summary of this filing

Updated Feb 28, 2026

iHeartMedia (IHRT) CFO Michael B. McGuinness Exercises RSUs, Shares Withheld

What Happened

Michael B. McGuinness, Chief Financial Officer of iHeartMedia, reported the vesting/conversion of 29,167 restricted stock units (RSUs) on February 25, 2026. The RSUs are cash-settled (no cash exercise price). To satisfy tax obligations, 14,890 RSU-equivalent shares were withheld/cash-settled (14,890 x $3.17 = $47,201) and 14,277 shares were surrendered/disposed to the issuer (14,277 x $3.17 = $45,258). Net effect: the RSUs vested but were used to cover taxes and surrendered, so there were no newly retained shares from this vesting event.

Key Details

Transaction date: February 25, 2026; Form 4 filed February 27, 2026 (appears timely).
Vesting/conversion: 29,167 RSUs (reported as derivative exercise/conversion).
Tax-related dispositions: 14,890 shares withheld/cash-settled for taxes ($47,201) and 14,277 shares surrendered to issuer ($45,258); per filing the $3.17 per-share value was used for withholding/disposition.
Shares owned after transaction: Not specified in the provided filing excerpt.
Footnotes: F1 indicates these are cash-settled RSUs (each RSU equals a cash right to the fair market value on vesting). F3/F4 note cash-equivalent amounts and shares withheld for taxes. F2 clarifies reported holdings may include Class A shares and time-vesting RSUs.

Context

This was a routine RSU vesting and tax-withholding event, not an open-market sale or a new buy. Cash-settled RSUs mean the award converts to cash value rather than delivery of new shares; withholding/surrender to cover taxes is common and typically not an indicator of a deliberate sell decision by the insider.

Form 4

Period: 2026-02-25

CFO

Transactions

Exercise/Conversion
Class A Common Stock, par value $0.001 per share
[F1][F2]
2026-02-25+29,167→ 801,918 total
Tax Payment
Class A Common Stock, par value $0.001 per share
[F3][F2]
2026-02-25$3.17/sh−14,890$47,201→ 787,028 total
Disposition to Issuer
Class A Common Stock, par value $0.001 per share
[F2]
2026-02-25$3.17/sh−14,277$45,258→ 772,751 total
Tax Payment
Class A Common Stock, par value $0.001 per share
[F4][F2]
2026-02-25$3.17/sh−14,890$47,201→ 757,861 total
Exercise/Conversion
Restricted Stock Units
[F1]
2026-02-25−29,167→ 29,167 total
→ Class A Common Stock (29,167 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 25, 2024.
[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.

Signature

/s/ David Hillman, as Attorney-in-Fact for Michael B. McGuinness|2026-02-27

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