PITTMAN ROBERT W 4

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

AI-generated summary of this filing

Updated Feb 28, 2026

iHeartMedia (IHRT) CEO Robert Pittman Surrenders Shares for Taxes

What Happened

Robert W. Pittman, Chairman & CEO of iHeartMedia, reported vesting/exercise activity on Feb 25, 2026. The filing shows 256,667 derivative units (reported as exercise/conversion) tied to restricted stock units (RSUs) and several dispositions/withholdings to satisfy tax obligations. Reported tax-related disposals total 306,671 shares at $3.17 per share (110,008; 50,004; and 146,659) for aggregate proceeds/withholdings of about $972,147.

Key Details

Transaction date: 2026-02-25; Form 4 filed 2026-02-27 (appears timely).
Reported entries:
- Exercise/conversion of 256,667 RSU-related units (derivative entry M).
- Withheld/disposed: 110,008 shares @ $3.17 = $348,725 (F — cash-settled RSU tax withholding).
- Withheld/disposed: 50,004 shares @ $3.17 = $158,513 (F — tax withholding).
- Disposition to issuer: 146,659 shares @ $3.17 = $464,909 (D — shares withheld for taxes).
Shares owned after transaction: not specified in the summary lines of the filing. The filing notes certain shares are held by Pittman CC, LLC (Pittman controls the LLC and disclaims beneficial ownership except for pecuniary interest) (F5).
Footnotes: F1–F4 clarify these were restricted stock units (some cash-settled), and the transactions represent tax withholdings or share surrenders upon vesting.

Context

This was not an open-market sale for investment purposes but routine tax-withholding and settlement activity tied to RSU vesting (including cash-settled RSUs). For retail investors, routine surrender/withholding to cover taxes is common and does not necessarily signal the insider’s buying or selling intent in the market.

Form 4

Period: 2026-02-25

DirectorChairman and CEO

Transactions

Exercise/Conversion
Class A Common Stock, par value $0.001 per share
[F1][F2]
2026-02-25+256,667→ 6,489,410 total
Tax Payment
Class A Common Stock, par value $0.001 per share
[F3][F2]
2026-02-25$3.17/sh−110,008$348,725→ 6,379,132 total
Disposition to Issuer
Class A Common Stock, par value $0.001 per share
[F2]
2026-02-25$3.17/sh−146,659$464,909→ 6,232,473 total
Tax Payment
Class A Common Stock, par value $0.001 per share
[F4][F2]
2026-02-25$3.17/sh−50,004$158,513→ 6,182,469 total
Exercise/Conversion
Restricted Stock Units
[F1]
2026-02-25−256,667→ 256,667 total
→ Class A Common Stock (256,667 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 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.
[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|2026-02-27

1 file