BRESSLER RICHARD J 4

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

AI-generated summary of this filing

Updated May 20, 2026

iHeartMedia President Richard Bressler Exercises/Settles RSUs

What Happened

Richard J. Bressler, President & COO and a director of iHeartMedia (IHRT), had restricted stock units (RSUs) vest on May 18, 2026 and recorded exercise/conversion of 528,768 derivative units. To satisfy taxes and related obligations, a total of 1,083,733 shares were disposed/withheld across multiple transactions at $5.18 per share, representing cash/stock used to cover tax and exercise liabilities totaling $5,613,737. The filing shows a mix of cash-settled RSUs and shares withheld.

Key Details

Transaction date: May 18, 2026; Form 4 filed May 20, 2026 (timely filing — within the usual two-business-day window).
Reported disposal prices: $5.18 per share for the reported withholding/dispositions.
- 226,630 shares (payment of tax liability) — $1,173,943
- 302,138 shares (disposition to issuer / share withholding) — $1,565,075
- 554,965 shares (payment of tax liability) — $2,874,719
- Exercise/conversion reported for 528,768 derivative units (M code)
Shares owned after the transactions: the provided excerpt does not show the exact post-transaction beneficial ownership total; the filing notes (F2) a prior Form 4 had an immaterial computational error and that the current filing reflects the corrected holdings.
Footnotes:
- F1: The RSUs were cash-settled (each RSU paid an amount equal to the fair market value of one share on vesting).
- F3: Some amounts are cash-equivalent withholdings for taxes on cash-settled RSUs.
- F4: Some shares were withheld to cover taxes on RSU vesting.
- F2: Correction to a prior Form 4’s holdings calculation.

Context

This filing reflects RSU vesting and routine tax-withholding/settlement activity (cash-settled RSUs and share withholding), not an open-market investment purchase. For derivative code M, the filing shows conversion/exercise activity followed by withholdings or cash settlement to satisfy tax/exercise obligations. Such transactions are commonly tax-related and do not by themselves indicate insider sentiment about the company’s stock price.

Form 4

Period: 2026-05-18

DirectorPresident and COO

Transactions

Exercise/Conversion
Class A Common Stock, par value $0.001 per share
[F1][F2]
2026-05-18+528,768→ 5,770,571 total
Tax Payment
Class A Common Stock, par value $0.001 per share
[F3][F2]
2026-05-18$5.18/sh−226,630$1,173,943→ 5,543,941 total
Disposition to Issuer
Class A Common Stock, par value $0.001 per share
[F2]
2026-05-18$5.18/sh−302,138$1,565,075→ 5,241,803 total
Tax Payment
Class A Common Stock, par value $0.001 per share
[F4][F2]
2026-05-18$5.18/sh−554,965$2,874,719→ 4,686,838 total
Exercise/Conversion
Restricted Stock Units
[F1]
2026-05-18−528,768→ 0 total
→ Class A Common Stock (528,768 underlying)

Footnotes (4)

[F1]Reflects cash-settled restricted stock units ("RSUs"). 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 vested in full on May 18, 2026.
[F2]Includes shares of Class A Common Stock as well as RSUs subject to time vesting conditions. The prior Form 4 for the Reporting Person dated March 30, 2022 contained an immaterial computational error in the amount of securities acquired and, as a result, the total number of securities beneficially owned following the reported transactions. The current total reflects the accurate number of shares held by the Reporting Person.
[F3]Transaction represents cash equivalent amounts withheld for taxes upon vesting of cash-settled RSUs.
[F4]Transaction represents shares withheld for taxes upon vesting of RSUs.

Signature

/s/ David Hillman, as Attorney-in-Fact for Richard J. Bressler|2026-05-20

1 file