MCGUINNESS MICHAEL B 4

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.