DEF 14A of iHeartMedia, Inc., Apr 17, 2026

DEF 14A of iHeartMedia, Inc.

Filed Apr 17, 2026 · FY20250001628280-26-025822

Open on EDGAR

  1. Director Nominees and Continuing Directors

    Director Nominees and Continuing Directors

  2. Director Nominees and Continuing Directors

    | | | | Committee Memberships | | | | Director | Director Since | Independent | A | C | N&CG | | Director Nominees | | | | | | | Robert W. Pittman (Chairman and CEO) | 2011 | | | | | | James A. Rasulo (Lead Independent Director) | 2019 | ✓ | ✓ | Chair | ✓ | | Richard J. Bressler | 2008 | | | | | | Samuel E. Englebardt | 2022 | ✓ | ✓ | ✓ | | | Robert Millard | 2025 | ✓ | Chair | ✓ | | | Cheryl Mills | 2020 | ✓ | | ✓ | Chair | | Graciela Monteagudo | 2021 | ✓ | ✓ | | ✓(1) | | Kamakshi Sivaramakrishnan | 2019 | ✓ | | | ✓ |

  3. Director Nominees and Continuing Directors

    (1)If reelected to our Board of Directors, Graciela Monteagudo will begin to serve on the Nominating and Corporate Governance Committee in addition to continuing to serve on the Audit Committee. A = Audit Committee C = Compensation Committee N&CG = Nominating and Corporate Governance Committee

  4. Fiscal 2025 Overview

    Fiscal 2025 Overview In 2025, the Company advanced its position as the number one audio media company in the United States and transformation into a multiplatform company, driven by innovation and supported by data and technology, while also continuing our critical mission of providing vital support and connection to the communities we serve.

  5. Fiscal 2025 Overview

    | #1 Audio media company in the United States, reaching 90% of Americans every month | ~5x the digital listening hours of the next largest commercial broadcast radio company, as measured by Triton | 345M+ social media fans & followers as measured by Shareablee | | #1 Podcast publisher in the United States as measured by Podtrac | $3,865M in 2025 revenues | 2X reach of the largest TV Network and 4X reach of the largest ad- enabled streaming audio player | | Most #1 Ranked station groups across top 160 markets and largest 50 markets | 26% Increase in podcast revenues compared to 2024 | 7% Increase in digital ex podcast revenues compared to 2024 |

  6. Business Performance & Highlights

    Business Performance & Highlights In 2025, we successfully navigated an uncertain advertising marketplace in a nonpolitical year as we continued to innovate and find new ways to engage with our consumers and advertising partners. We maintained our focus on cost efficiencies and disciplined capital management, resulting in achievement of $150 million of net cost savings in 2025 and the implementation of a cost savings initiative that is expected to generate $100 million of incremental savings in 2026. Our consolidated revenue excluding the impact of political advertising revenue increased, we continued to grow our digital business, including podcasting, and we outperformed the revenue performance of the radio industry (according to Miller Kaplan). Highlights include: •Our stock price more than doubled (an increase of ~106%) over the twelve months ended December 31, 2025. •Consolidated revenue of $3.9 billion was flat compared to prior year. •Digital Audio Group revenue increased 14% as compared to the prior year, including a 26% increase in podcast revenue. •Multiplatform Group revenue decreased 4% as compared to the prior year. •Consolidated operating loss improved to $21 million compared to an operating loss of $763 million in the prior year. •Consolidated net loss was $472 million compared to a net loss of $1.0 billion in the prior year. •Consolidated Adjusted EBITDA1 decreased 3% to $686 million, from $706 million in the prior year. •Cash flows from operating activities increased 30% to $93 million, from $71 million in the prior year. •Adjusted Free Cash Flow1 decreased 72% to $31 million, compared to $109 million in the prior year. •Cash balance and total available liquidity2 of $271 million and $640 million, respectively, as of December 31, 2025. •Realized net cost reductions of $150 million in 2025. 1 See "Supplemental Disclosure Regarding Non-GAAP Financial Information" in Annex A. 2 Total available liquidity is defined as cash and cash equivalents of $271 million plus available borrowings under our ABL Facility of $369 million. We use total available liquidity to evaluate our capacity to access cash to meet obligations and fund operations.

  7. Operational Highlights

    Operational Highlights In 2025, the Company continued to execute on its strategy to transform and innovate the Company, and the way we serve our customers and advertisers, through data and technology. Further, the Company continued to expand its industry leading position in content and distribution across broadcast radio, streaming digital radio, podcasts, social media, live events and influencers and personalities, as well as a best-in-class audio advertising technology and data solution for all forms of audio. The Company made important progress on its strategic goals, including as follows: •iHeartMedia is the number one audio media company in the United States based on the consumer reach of its broadcast assets alone reaching 90% of Americans every month. •We are the only company with a total audio advertising technology and data solution, providing both supply-side and demand-side services for all forms of audio — on-demand, broadcast radio, digital streaming radio, and podcasting. •According to Nielsen, we have the most number one ranked station groups across the top 160 markets in the U.S., and across the largest 50 markets, with 73 and 25 number one station groups in these markets, respectively. •Our iHeartRadio digital platform is the number one streaming broadcast radio platform—with nearly five times the digital listening hours of the next largest commercial broadcast radio company, as measured by our subsidiary Triton. •According to Podtrac, we are the number one podcast publisher in the United States with more monthly downloads than the next nine largest podcast publishers combined and have the most shows featured in the Top 10 and across 19 categories. •iHeartMedia is also the number one sales network in podcasting, with approximately three times the downloads and monthly audience of the next largest U.S. sales network, according to Podtrac. •We launched a video podcast partnership with Netflix, making Netflix the exclusive home for video versions of 15 top iHeart podcasts. •We entered into a multiplatform partnership with TikTok that included the creation of the TikTok Podcast Network, new co-branded radio programming, and live-event integrations. •Our personalities, stations and brands have a social footprint that includes over 345 million fans and followers, as measured by Shareablee, which is twelve times the size of the next largest commercial broadcast audio media company. This social footprint was at the heart of delivering 60 billion social media impressions for our 2025 iHeartRadio Music Festival. •We held seven nationally recognized tentpole events with some of the biggest names in music, as well as our local events, all of which provide significant opportunities for consumer promotion, advertising and social amplification. •We launched our "Guaranteed Human" initiative, a company-wide pro-human, pro-creator authenticity commitment. •We expanded and invested in our programmatic advertising initiatives and relationships, including partnerships with Demand-Side Platforms ("DSPs"), including Amazon, to include our broadcast radio inventory on their programmatic advertising platforms.

  8. Corporate Governance Highlights

    Corporate Governance Highlights iHeartMedia is committed to good governance practices that protect and promote the long-term value of the Company for its stockholders. The Board regularly reviews our governance practices to ensure they reflect the evolving governance landscape and appropriately support and serve the best interests of the Company and its stockholders. The following chart provides an overview of our corporate governance practices:

  9. Corporate Governance Highlights

    | Independent Oversight | All of our non-employee director nominees (6 of 8 director nominees) are independent Strong lead independent director role with well-defined responsibilities and significant authority including over meeting schedules, agendas and information sent to the Board Regular executive sessions of non-employee directors at Board meetings (chaired by lead independent director) and committee meetings (chaired by independent committee chairs) 100% independent Board committees Active Board and committee oversight of the Company’s strategy and risk management | | Board Effectiveness | Directors possess deep and diverse set of skills and expertise relevant to oversight of our business operations and strategy and are in compliance with our overboarding policy Annual assessment of director skills and experience to ensure Board is well positioned to provide effective oversight of the Company’s strategy Highly engaged Board with all incumbent directors having attended over 75% of all meetings of the Board and committees on which they served in 2025 Annual Board and committee self-evaluations overseen by the Nominating and Corporate Governance Committee Ongoing director education | | Stockholder Rights | Annual director elections No supermajority voting requirement to amend bylaws or charter Directors can be removed without cause No poison pill | | Good Governance Practices | Development and periodic review of succession plans for members of senior management Robust year-round stockholder engagement program with independent director participation Code of Business Conduct + Ethics ("Code of Conduct") applicable to directors and all employees, which reinforces our core values and helps drive our workplace culture of compliance with ethical standards, integrity and accountability We prohibit all directors and executive officers from hedging our securities; directors and executive officers are also prohibited from pledging our securities, unless such pledge is specifically pre-approved by the Company’s Chief Legal Officer Stock ownership guidelines for directors and executive officers and clawback policy for recovery of erroneously awarded time-vesting or performance-vesting incentive-based equity compensation from executive officers Responsible corporate citizenship and environmental initiatives Annual review of Governance Guidelines and committee charters |

  10. PROPOSAL ONE—ELECTION OF DIRECTORS

    PROPOSAL ONE—ELECTION OF DIRECTORS The current term of office of the Company’s eight directors expires at the Annual Meeting. The Board proposes that the following eight director nominees be elected for a term of one year and until their successors are duly elected and qualified: Robert W. Pittman, James A. Rasulo, Richard J. Bressler, Samuel E. Englebardt, Robert Millard, Cheryl Mills, Graciela Monteagudo and Kamakshi Sivaramakrishnan. The Board and the Nominating and Corporate Governance Committee believe that the eight director nominees encompass a range of talents, skills and expertise sufficient to provide sound and prudent guidance with respect to the Company’s operations and interests. For further information on the make-up of our board, please refer to "Board Composition" below.

  11. PROPOSAL ONE—ELECTION OF DIRECTORS

    | | Our Board unanimously recommends that you vote “FOR” the election of each of the persons nominated by the Board. |

  12. PROPOSAL ONE—ELECTION OF DIRECTORS

    If you return a duly executed proxy card without specifying how your shares are to be voted, the persons named in the proxy card will vote to elect Robert W. Pittman, James A. Rasulo, Richard J. Bressler, Samuel E. Englebardt, Robert Millard, Cheryl Mills, Graciela Monteagudo and Kamakshi Sivaramakrishnan as directors. Each nominee currently serves on our Board. Each nominee has consented to being named in this proxy statement and has indicated their willingness to continue to serve if elected. However, if any such director nominee should be unable to serve, or for good cause will not serve, the shares of Class A common stock represented by proxies may be voted for a substitute nominee designated by our Board, or our Board may reduce its size. Our Board has no reason to believe that any of the nominees will be unable to serve if elected.

  13. Our Director Nominees

    Our Director Nominees

  14. Director Biographies

    Director Biographies

  15. Director Biographies

    | Director Since: 2011 Age: 72 Committee Memberships: • None | ROBERT W. PITTMAN Mr. Pittman was appointed our Chairman on May 17, 2013. Prior to adding the Chairmanship, he became the Chief Executive Officer of the Company in October 2011. Mr. Pittman was also the Executive Chairman of Clear Channel Outdoor Holdings, Inc. (“CCOH”) from January 2012 to March 2015 and Chairman and Chief Executive Officer of CCOH from March 2015 to May 2019. Mr. Pittman served as a director of CCOH from October 2011 to May 2019. From November 2010 to October 2011, Mr. Pittman served as Chairman of Media and Entertainment Platforms for the Company and iHeartCommunications. He was the founding member and investor in the Pilot Group LP (“Pilot Group”), a private equity investment firm, from April 2003 until the winding up of that entity in September 2022. Mr. Pittman was formerly Chief Operating Officer of AOL Time Warner, Inc. from May 2002 to July 2002. He also served as Co-Chief Operating Officer of AOL Time Warner, Inc. from January 2001 to May 2002, and earlier, as President and Chief Operating Officer of America Online, Inc. from February 1998 to January 2001 and President and CEO of AOL Networks from October 1996 to February 1998. Earlier in his career, he was the programmer who led the team that created MTV and was later CEO of MTV Networks, Inc. and CEO of Six Flags Theme Parks, Inc., Time Warner Enterprises, Inc. and Century 21 Real Estate Corporation. Mr. Pittman was selected to serve as a member of our Board because of his service as our Chief Executive Officer, and we believe his extensive media experience gained through the course of his career is valuable to the Board. | | Director Since: 2019 Age: 70 Committee Memberships: • Audit Committee • Compensation Committee (CHAIR) • Nominating and Corporate Governance Committee | JAMES A. RASULO Mr. Rasulo was formerly an executive at The Walt Disney Company ("Walt Disney") from 1986 through 2015, having spent his last five years at Disney as the Chief Financial Officer and Senior Executive Vice President. During his tenure at Walt Disney, among other roles, he served as the Chairman of Walt Disney Parks & Resorts. Mr. Rasulo served on the board of Saban Capital Acquisition Corporation from September 2016 to April 2019, where he sat on the Audit Committee. Mr. Rasulo also serves on the board of the Los Angeles Philharmonic Association. Mr. Rasulo is a graduate of Columbia University and received his M.A. and M.B.A. from the University of Chicago. Mr. Rasulo’s proven business acumen and extensive experience serving in executive management roles at a large publicly traded company brings tremendous value to the Board. | | Director Since: 2008 Age: 68 Committee Memberships: • None | RICHARD J. BRESSLER Mr. Bressler has served as our President and Chief Operating Officer since February 2015. From July 2013 to December 2025, Mr. Bressler also served as our Chief Financial Officer. Mr. Bressler also served as the Chief Financial Officer of CCOH from July 2013 to May 2019 and has served as one of our directors since July 2008. Prior thereto, Mr. Bressler was a Managing Director at the private equity investment company, Thomas H. Lee Partners, L.P. (“THL”). Prior to joining THL, Mr. Bressler was the Senior Executive Vice President and Chief Financial Officer of Viacom, Inc. ("Viacom") from 2001 through 2005. He also served as Chairman and Chief Executive Officer of Time Warner Digital Media and, from 1995 to 1999, was Executive Vice President and Chief Financial Officer of Time Warner Inc. ("Time Warner"). Prior to joining Time Inc. (which became Time Warner in 1990) in 1988, Mr. Bressler was a partner with the accounting firm of EY since 1979. Mr. Bressler also currently is a director of Gartner, Inc., a research and consulting services company, where he serves on the Audit Committee and sits on the Mount Sinai Medical Center Foundation, a non-profit hospital. Mr. Bressler previously served as a member of the boards of directors of Nielsen Holdings B.V. and Warner Music Group Corp. and as a member of the J.P. Morgan Chase National Advisory Board. Mr. Bressler holds a B.B.A. in Accounting from Adelphi University. Mr. Bressler’s experience in and knowledge of the industry gained through his various positions with Viacom and Time Warner as well as his knowledge of finance and accounting gained from his experience at THL, Gartner and EY are all important contributions to the Board. |

  16. Director Biographies

    | Director Since: 2022 Age: 48 Committee Memberships: • Audit Committee • Compensation Committee | SAMUEL E. ENGLEBARDT Samuel Englebardt has served as a Co-founder and Partner at Galaxy Digital, a technology-driven financial services and investment management firm, since 2018 and the Founding General Partner of Galaxy Interactive, a venture capital franchise focused on companies operating at the intersection of content, finance and technology, since 2018. From 2017 to 2018, Mr. Englebardt was Partner and Managing Director at Galaxy Investment Partners. He is a media and technology investor and content producer who has created, acquired and/or financed a broad range of traditional and digital businesses and dozens of video games, films and television shows over the past decade. Prior to Galaxy Digital, Mr. Englebardt was a Partner and Managing Director at Lambert Media Group (“LMG”) from 2007 to 2016, where he managed a portfolio of media-sector private equity investments. Before LMG, Mr. Englebardt was a Vice President and Financial Advisor at Alliance Bernstein from 2006 to 2008. He has also served on the board and corporate governance and nominating committee of Healwell AI, Inc., since January 2025 and on the board of FutureCrest Acquisition Corp., since September 2025. Mr. Englebardt earned his J.D. from Harvard Law School and received his B.A. in philosophy and political science from the University of Colorado at Boulder. Mr. Englebardt’s deep experience with digital assets and content is invaluable to the Board as it expands its digital business. | | Director Since: 2025 Age: 75 Committee Memberships: • Audit Committee (CHAIR) • Compensation Committee | ROBERT MILLARD Mr. Millard is the current Lead Independent Director and former Chairman of the board of directors of L3Harris Technologies, Inc., a major defense technology company, and its predecessor, L3 Technologies, which Mr. Millard cofounded and where he has served in various capacities since 1997. He has also served on the board of directors of Evercore Inc. since 2012. He formerly served as Chairman of the MIT Corporation from 2014 to 2020, where he continues to serve as Chairman Emeritus, and was also a member of the MIT Investment Management Company endowment board. Prior to becoming Chairman of MIT Corporation, Mr. Millard served as the Chairman of Realm Partners LLC from 2009 to 2014 and held various senior roles, including Managing Director at Lehman Brothers and its predecessors from 1976 to 2008. Mr. Millard has an M.B.A. from the Harvard Business School and an S.B. from MIT. The Board believes that Mr. Millard’s significant business, finance and strategic planning experience will be valuable contributions to the Board. | | Director Since: 2020 Age: 61 Committee Memberships: • Nominating and Corporate Governance Committee (CHAIR) • Compensation Committee | CHERYL MILLS Ms. Mills is Founder and Chief Executive Officer of the BlackIvy Group LLC, a private company that builds and operates businesses in Sub-Saharan Africa. Previously, she served as Chief of Staff to former Secretary of State Hillary Clinton and Counselor to the U.S. Department of State from 2009 to 2013. Ms. Mills was with New York University from 2002 to 2009, where she served as Senior Vice President for Administration and Operations, General Counsel and as Secretary of the Board of Trustees. She also served as Senior Vice President for Corporate Policy and Public Programming at Oxygen Media from 1999 to 2001. Prior to joining Oxygen Media, Ms. Mills served as Deputy Counsel to President Clinton and as the White House Associate Counsel. Ms. Mills currently serves on the board of directors of BlackRock, Inc., a financial services company that she joined in 2013. She previously served on the board of directors of Cendant Corporation (now Avis Budget Group, Inc.), a consumer real estate and travel conglomerate, from 2003 to 2006. Ms. Mills received her B.A. from the University of Virginia and her J.D. from Stanford Law School. Ms. Mills brings to the Board a range of leadership experiences from private equity, government and academia, and through her prior service on the boards of corporations and non-profits, she provides expertise on issues concerning government relations, public policy, corporate administration and corporate governance. | | Director Since: 2021 Age: 59 Committee Memberships: • Audit Committee • Nominating and Corporate Governance Committee(1) (1)If reelected to our Board of Directors, Graciela Monteagudo will begin to serve on the Nominating and Corporate Governance Committee in addition to continuing to serve on the Audit Committee. | GRACIELA MONTEAGUDO Ms. Monteagudo served as Chief Executive Officer of LALA U.S., a producer and distributor of dairy-based products from March 2017 to December 2018. Ms. Monteagudo previously served as Senior Vice President and President, Americas for Mead Johnson Nutrition Company, a global manufacturer of infant formula, from July 2015 to February 2017 where she was responsible for Mead Johnson’s businesses in North America and Latin America. Between May 2012 and June 2015, Ms. Monteagudo served as Mead Johnson’s Senior Vice President and General Manager, North America and Global Marketing. Prior to that, Ms. Monteagudo served in several capacities for Walmart Mexico, most recently as Senior Vice President and Business Unit Head, Sam’s Club. Ms. Monteagudo has served as a director of WD 40 Company since June 2020, where she serves on its nominating/governance, compensation, and finance committees, and as a director of ACCO Brands Corp since 2016, where she serves on its compensation and human capital committee and chairs its nominating, governance and sustainability committee. Ms. Monteagudo holds a National Association of Corporate Directors (NACD) Directorship Certification as well as ESG/Climate leadership certifications from Berkeley Law and Diligent. She received her B.S. in Industrial Engineering from Universidad Panamericana and her M.B.A. from Instituto Tecnológico Autónomo de México. Ms. Monteagudo brings to the Board a range of commercial and public company leadership experiences, as well as expertise in digital marketing, e-commerce, consumer goods and international operations, all of which the Board believes are important contributions to the Board. |

  17. Director Biographies

    | Director Since: 2019 Age: 50 Committee Memberships: • Nominating and Corporate Governance Committee | KAMAKSHI SIVARAMAKRISHNAN Ms. Sivaramakrishnan is GM of Snowflake Data Clean Rooms at Snowflake, a cloud-based data company. Ms. Sivaramakrishnan founded and served as Chief Executive Officer of Samooha Inc., a data collaboration company acquired by Snowflake in 2023. Ms. Sivaramakrishnan previously founded and served as Chief Executive Officer of Drawbridge Inc. ("Drawbridge"), an identity management company acquired by LinkedIn, a Microsoft company, in 2019, where Ms. Sivaramakrishnan later led the Drawbridge integration and identity charter for LinkedIn Marketing Solutions until 2021. Earlier in her career, Ms. Sivaramakrishnan was a Senior Research Scientist at AdMob, which was acquired by Google. Ms. Sivaramakrishnan also previously served on the board of directors of LiveRamp Holdings, Inc. Ms. Sivaramakrishnan received her Ph.D. in Information Theory and Algorithms from Stanford University. Ms. Sivaramakrishnan’s entrepreneurial leadership, expertise in data and technology, and business acumen bring valuable strategic and innovation insight to the Board. |

  18. Supporting Our Key Compensation Principles and Stockholder Alignment

    | | Total Direct Compensation Opportunity(1) | Objective | Key Features | 2025 Actions Taken | | Base Salary Cash | CEO & President Deputy CFO | Provides competitive fixed pay that is tied to the market and allows us to attract, retain and motivate executives within the media/entertainment industry and the broader talent market | ● Reflects individual skills, experience, responsibilities and performance over time ● Provides a stable and reliable source of income | ● Our NEOs' salaries were not changed from 2024 | | Short-Term Incentive—Annual Incentive Plan Cash | CEO & President Deputy CFO | Encourages focus on Company performance against specific short-term goals | ● Performance-based reward tied to achievement of short-term corporate financial goals and individual strategic objectives ● Pays only if threshold performance levels are met or exceeded | ● For 2025, we added "Strategic Objectives and Brand Purpose" as a metric to replace the "Corporate Responsibility, Human Capital and Strategic Objectives" metric from the prior year ● All of the NEOs were measured against the same performance metrics ● All of the NEOs earned payouts at 70.8% of target against our rigorous goals for the year | | Long-Term Incentives Equity | CEO & President Deputy CFO | Encourage focus on critical strategic priorities, align compensation with the interests of stockholders over the long-term, and support retention | ● Links pay delivery to stock price performance ● Rewards achievement of pre-specified performance objectives ● Promotes retention and enhances executive stock ownership | ● Messrs. Pittman and Bressler's annual equity awards were provided using a 35% / 65% mix of restricted stock units (RSUs) and performance stock units (PSUs). Mr. McGuinness received a 50% / 50% mix. ● In consideration of share utilization and dilution, a portion of the equity-based compensation value for the NEOs was cash-settled ● For 2025, we added a "advertising sales reorganization" goal for Messrs. Pittman and Bressler which corresponded to 15% of PSUs awarded to them, replacing the "debt performance goal" from the prior year |

  19. Supporting Our Key Compensation Principles and Stockholder Alignment

    | | Objective | Key Features | 2025 Actions Taken | | Other Benefits | Support employees’ pursuit of physical and financial well-being through retirement and health and welfare benefits We also provide certain other perquisites to our NEOs | ● Broad-based benefits available to all employees ● Limited executive perquisites | ● No changes in 2025 | | Severance Protections | Define obligations and consideration for the Company and NEOs in connection with certain termination events | ● Facilitates an orderly transition in the event of management changes ● Helps ensure NEOs remain focused on creating sustainable performance in case of personal uncertainties or risk of job loss ● Provides confidentiality, non-compete and non-solicit protections to the Company | ● Mr. Bressler's cash severance multiplier was increased from 1.5x to 2x upon a qualifying termination of employment to align his severance benefits with Mr. Pittman's |

  20. Executive Compensation Governance Highlights

    | What We Do | What We Don’t Do | | ✓ Deliver a majority of executive compensation opportunity through performance-based, at-risk pay ✓ Maintain a peer group for aligning pay opportunities with prevailing market competitive practices ✓ Set challenging short- and long-term incentive objectives that align with shareholder value ✓ Require stock ownership by executives and directors, with minimum ownership levels defined by role ✓ Maintain a compensation clawback policy, which was updated in 2023 to comply with listing standards and covers cash and equity incentive-based compensation ✓ Have double-trigger change-in-control cash severance protection ✓ Conduct an annual risk assessment to mitigate any compensation program-related risk reasonably likely to have a material adverse effect on the Company ✓ Offer market-competitive benefits for executives that are generally consistent with those provided to the rest of our employees ✓ Consult with an independent consultant and counsel on compensation levels and practices | X Guaranteed cash incentives or equity compensation X Executive incentive plans without caps X Single-trigger cash payments in connection with a change in control X Re-pricing of stock option awards or exchanging underwater options for cash and other awards without stockholder approval X Hedging of equity X Dividends or dividend equivalents paid on unvested restricted stock units or unearned performance stock units X Supplemental executive retirement plans X Excise tax gross-ups on payments made in connection with a change in control X Significant executive perquisites |

  21. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee has ultimate responsibility for compensation-related decisions. The Compensation Committee’s advisory resources include a retained independent consultant who assists the Compensation Committee in its evaluation of the compensation provided to our NEOs. In addition, the consultant generally attends Compensation Committee meetings and provides information, research and analysis pertaining to executive compensation and governance as requested by the Compensation Committee. In 2025, the Compensation Committee continued to engage FW Cook as its independent consultant. Pursuant to SEC rules, the Compensation Committee conducted a conflicts of interest assessment and the Compensation Committee determined there is no conflict of interest resulting from retaining FW Cook. The Compensation Committee intends to reassess the independence of its consultant at least annually.

  22. Role of the Executive Compensation Peer Group

    Role of the Executive Compensation Peer Group

  23. Role of the Executive Compensation Peer Group

    | To help ensure we provide our NEOs with fair and market-competitive compensation and to support retention of our key leaders, we annually compare our executive compensation program to that of a peer group of companies. Our peer group is reviewed based on a multi-dimensional analysis in which we select companies that generally meet the following criteria: | iHeartMedia was near the 50th percentile of our peer group based on size represented by revenue and enterprise value (as of the time the group was approved). |

  24. Role of the Executive Compensation Peer Group

    • Similar in size (primarily revenue and enterprise value in a 0.25x-to-4.0x range, subject to exception for key competitors) and complexity to iHeartMedia • In the broadcasting or media and entertainment industries, including movies and entertainment, cable and satellite, integrated telecommunication services and publishing • In competition with iHeartMedia for executive talent The following peer group was used to inform 2025 compensation decisions:

  25. Role of the Executive Compensation Peer Group

    | 2025 Executive Compensation Peer Group | | | | AMC Networks, Inc. Gray Media, Inc. (formerly Gray Television) IAC, Inc. Lions Gate Entertainment Corp. Live Nation Entertainment, Inc. | Nexstar Media Group, Inc. Sinclair Broadcast Group, Inc. Sirius XM Holdings, Inc. Sphere Entertainment TEGNA, Inc. | The E.W. Scripps Company USA TODAY Co., Inc. (formerly Gannett Co., Inc.) Warner Music Group Corp. |

  26. Role of the Executive Compensation Peer Group

    Our peer group is regularly reviewed by the Compensation Committee with consideration given to our strategy and the advice of our independent compensation consultant. The Compensation Committee worked with FW Cook and set our 2026 peer group for use in establishing 2026 compensation levels. As a result of this review, Starz Entertainment and Lions Gate Studios will be included as peers (the two stand-alone companies resulting from the split of Lions Gate Entertainment Corp.), and Live Nation will be removed as a peer, due to being meaningfully above the defined size range.

  27. Short-Term Cash Incentives

    Short-Term Cash Incentives 2025 Annual Incentive Plan The Annual Incentive Plan is an important part of our compensation program that emphasizes pay for performance by aligning annual cash compensation with financial and operational achievements during the fiscal year, incentivizing our NEOs to drive operating performance that supports long-term stockholder value creation. All of the NEOs were measured by the same metrics in 2025, with a continued goal of creating consistency and alignment in executing against our key financial and strategic goals. The Committee determined there would be no increases to target bonus opportunities this year for the NEOs. The target bonuses for our NEOs were, for each of Messrs. Pittman and Bressler, 225% of their annual base salaries, and, with respect to Mr. McGuinness, 125% of his annual base salary. Funding under the 2025 Annual Incentive Plan was based on the following metrics and weightings:

  28. Short-Term Cash Incentives

    | | Adjusted EBITDA A non-GAAP profit metric used to analyze true operating cash flow. | | Adjusted Free Cash Flow Measure of cash generated in a given year available for use in strategic investments to grow our business or otherwise generate returns for stockholders. | | | Strategic Objectives and Brand Purpose Measure of progress on goals related to strategic objectives, community engagement, human capital and innovation. | | |

  29. Short-Term Cash Incentives

    For purposes of the 2025 Annual Incentive Plan, Adjusted EBITDA and Adjusted FCF are non-GAAP measures defined as set forth in the Supplemental Disclosure Regarding Non-GAAP Information. Adjusted EBITDA Goal The Adjusted EBITDA goal under the 2025 Annual Incentive Plan continued to be split into two six-month periods. Our operations and revenues tend to be seasonal in nature, with generally lower revenue generated in the first quarter of the year and generally higher revenue generated in the fourth quarter of the year and therefore the target for Q1/Q2 is less than the target for Q3/Q4. The following table sets forth the financial goals and the threshold, target and maximum bonus opportunities with respect to the Q1/Q2 and Q3/Q4 Adjusted EBITDA components of the 2025 Annual Incentive Plan:

  30. Short-Term Cash Incentives

    | Time Period | Threshold | Target | | | Maximum | | Achievement | Funding Percentage(1) | | Q1/Q2 | | | | | | | $284.4 million | 67.5% | | | $252.8 million | $316.0 million | | | | $395.0 million | | | | | 35-99.9% Bonus Funding | | | 101.1-199.9% Bonus Funding | | | | | | Q3/Q4 | | | | | | | $452.0 million | 73.0% | | | $364.0 million | $520.0 million | | | | $702.0 million | | | | | 35-79.9% Bonus Funding | | 80.1-119.9% Bonus Funding | | 120.1-199.9% Bonus Funding | | | |

  31. Short-Term Cash Incentives

    (1) Funding percentage determined on a straight-line interpolation basis within each bonus funding band. With respect to 2025, Q1/Q2 Adjusted EBITDA was achieved at $284.4 million which was 90.0% of target, equating to a 67.5% funding percentage. For Q3/Q4, Adjusted EBITDA was achieved at $452.0 million which was 86.9% of target, equating to a 73.0% funding percentage. Adjusted FCF Goal The Adjusted FCF goal under the 2025 Annual Incentive Plan was also split into two six-month periods. As discussed above, due to seasonality in our business, the target for Q1/Q2 is less than the target for Q3/Q4. The following table sets forth the financial goals and the threshold, target and maximum bonus opportunities with respect to the Q1/Q2 and Q3/Q4 Adjusted FCF components of the 2025 Annual Incentive Plan:

  32. Short-Term Cash Incentives

    | Time Period | Threshold | Target | | Maximum | | Achievement | | Funding Percentage(1) | | Q1/Q2 | | | | | | | ($93.8) million | 0.0% | | | ($67.2) million | ($56.0) million | | | ($28.0) million | | | | | | 50-99.9% Bonus Funding | | 100.1-199.9% Bonus Funding | | | | | | | Q3/Q4 | | | | | | | $125.0 million | 57.1% | | | $109.5 million | $219.0 million | | | $262.8 million | | | | | | 50-99.9% Bonus Funding | | 100.1%-199.9% Bonus Funding | | | | | |

  33. Short-Term Cash Incentives

    (1) Funding percentage determined on a straight-line interpolation basis within each bonus funding band. With respect to 2025, for Q1/Q2 Adjusted FCF was ($93.8) million, less than the threshold Adjusted FCF of ($67.2) million, equating to a 0.0% funding percentage. For Q3/Q4, Adjusted FCF was achieved at $125.0 million which was 57.1% of target, equating to a 57.1% funding percentage. Strategic Objectives and Brand Purpose Goal In 2025, the Compensation Committee approved a Strategic Objectives and Brand Purpose Goal with a 50% weighting of the 2025 Annual Incentive Plan. The Strategic Objectives component measures progress on multiple quantitative and qualitative goals over the performance period, focusing on strategic priorities that align with driving results for the business. The Brand Purpose component, which replaced the "Corporate Responsibility, Human Capital" component in prior years, measures key actions on our community engagement and social impact, empowering employees and embracing technology and innovation to strengthen our connection with listeners and partners. In determining the performance for this goal, the Compensation Committee considered achievement of individual strategic objectives and achievement of actions that further brand purpose, each of which are integral to the company’s long-term success and value creation for our stockholders. Our Compensation Committee determined that the NEOs achieved the Strategic Objectives and Brand Purpose Goal at 88% of target. Strategic Objectives

  34. Short-Term Cash Incentives

    | NEO | 2025 Areas of Focus | 2025 Key Accomplishments | | Robert W. Pittman & Richard J. Bressler | • Execute plan to engage with shareholders and expand shareholder base • Modernize sales organization by developing sales leadership and align sales organizations to collaborate • Execute cost savings plan • Strategically manage liquidity, capital structure, and leverage | • Strengthened relationships with key shareholders; management outreach to holders of ~77% of all outstanding equity • Reorganized sales support and sales operations together to operate as one unified team to better serve customers and advertising partners • Achieved net cost savings of over $150 million • Managed liquidity and capital structure and ended Q4 with positive free cash flow | | Michael B. McGuinness | • Manage cost savings program • Strategically manage liquidity, capital structure, and leverage • Strengthen and expand investor relationships • Successful oversight of accounting controls | • Achieved net cost savings of $150 million • Effectively managed liquidity and capital structure and ended Q4 with positive free cash flow • Strengthened relationships with key stakeholders, including equity and debt holders • Clean audit opinion for 2025 |

  35. Short-Term Cash Incentives

    Brand Purpose

  36. Short-Term Cash Incentives

    | 2025 Areas of Focus | 2025 Key Accomplishments | | Community Engagement | Drove positive impact in the communities we serve and leveraged our extensive local presence to provide rapid crisis response and support for critical issues at both the local and national levels: •Disaster Response: Provided disaster support for several communities including the Los Angeles wildfires and the Texas flooding. •Support for Nonprofits: Aired public service announcements (PSAs), donated media, provided public affairs programming, and supported numerous nonprofits. •Local Community Efforts: Raised money through radiothons, provided local PSA support, and assisted thousands of local nonprofits. •Addressing Critical Issues: The Company donated media to mental health initiatives, environmental programs, "Thank a Teacher" campaign and "Show Your Stripes" (an initiative that supports veterans and military families). | | Empowering Employees | •Expanded its “Love What You Do” employee brand. •Enhanced performance management for all full-time employees. •Improved onboarding with comprehensive training modules in order to attract and retain talent passionate about the Company's mission. | | Innovation and Technology | •Embraced new technologies to strengthen connections with listeners and partners. •Utilized AI to enhance efficiency, including, translating content, streamlining sales and media planning and optimizing campaigns. •Reinforced commitment to talent and listeners through the rollout of “Guaranteed Human” initiative. •Expanded brand presence and developed partnerships with leading technology platforms such as Netflix, TikTok and NBCU, as well as DSPs (including Amazon) to include our broadcast radio inventory on their programmatic platforms. |

  37. Short-Term Cash Incentives

    Actual 2025 Payouts The following table sets forth the aggregate payment made in 2026 to each NEO under our 2025 Annual Incentive Plan:

  38. Short-Term Cash Incentives

    | | 2025 Adjusted EBITDA Q1/Q2 Payout | 2025 Adjusted EBITDA Q3/Q4 Payout | 2025 Adjusted FCF Q1/Q2 Payout | 2025 Adjusted FCF Q3/Q4 Payout | 2025 Strategic Objectives and Brand Purpose Payout | Target Dollar Amount | 2025 Percentage of Target Bonus Earned | Actual Payout | | Robert W. Pittman | 67.5% | 73.0% | —% | 57.1% | 88% | $4,050,000 | 70.8% | $2,867,400 | | Richard J. Bressler | 67.5% | 73.0% | —% | 57.1% | 88% | $4,050,000 | 70.8% | $2,867,400 | | Michael McGuinness | 67.5% | 73.0% | —% | 57.1% | 88% | $1,156,250 | 70.8% | $818,625 |

  39. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Long-term incentives help to align executive interests with those of our stockholders. We have designed our annual long-term incentive program to support the objectives of our business, align with market practice and provide incentive to deliver key financial performance that is linked with long-term stockholder value creation. The following criteria are evaluated for each of the NEOs when determining the value of their annual equity award: •Performance over the long term; •Performance during the prior year; •Long-term potential; •Retention considerations; and •Market practices for comparable positions. 2025 Annual Long-Term Incentive Compensation Awards On February 20, 2025, the Compensation Committee granted Messrs. Pittman and Bressler annual long-term incentive awards consisting of 35% RSUs and 65% PSUs, Mr. McGuinness continued to receive an equal (50%-50%) mix of RSUs and PSUs to balance a focus on performance with retention considerations, while reflecting competitive market practices. PSUs covering 50% of 2025 long-term incentive awards consist of equally weighted Adjusted EBITDA and Cost Savings metrics, modified + / - 25% by Relative TSR. We believe that the mix of RSUs and PSUs helps to link compensation to the achievement of multi-year performance goals while simultaneously strengthening the alignment of management and stockholder interests by creating meaningful levels of Company stock ownership. Restricted Stock Units The RSUs are designed to reinforce ownership in the company while promoting alignment with stockholder interests and promote executive retention. Performance Stock Units The PSUs are designed to incentivize achievement of key financial and strategic priorities over the performance period ending December 31, 2027. The two metrics associated with the standard PSUs - three-year Adjusted EBITDA and one-year Cost Savings, modified + /- 25% by Relative TSR at the end of a three-year performance period, are equally weighted. The Adjusted EBITDA and Cost Savings PSUs will be earned from 0% to 120% of target based on the achievement of discrete measures over the performance period, with the ability to increase or decrease subject to the Relative TSR modifier (up to a maximum of 150% of target). Any earned PSUs vest on the third anniversary of the grant date. The Relative TSR modifier is based on three-year performance versus the constituent companies of the S&P U.S. BMI Media & Entertainment Index. For Messrs. Pittman and Bressler only, the PSU awards representing the remaining 15% of their overall long-term incentive awards for 2025 are tied to an advertising sales reorganization goal and assessed separately from the standard PSUs. In recognizing the strategic transformation of the Company's vast advertising platforms, the Compensation Committee, with the help of its independent compensation consultant, FW Cook, established this measure with a rigorous goal to enhance executive focus on the Company's key strategic priorities. To achieve the advertising sales reorganization goal, Messrs. Pittman and Bressler must achieve a successful completion of a restructuring and/or reorganization of the Company's advertising sales organization. If achieved, 100% of the PSUs are earned, otherwise the award is forfeited. The following table summarizes key characteristics of these awards.

  40. Long-Term Incentive Compensation

    | | Restricted Stock Units | Performance Stock Units | | Objective | Promote executive retention; Reinforce ownership in the Company and alignment with stockholder interests | Promote executive retention; Reward achievement of specific financial and strategic objectives | | Weighting | 35% (CEO & President) / 50% (Deputy CFO) | 65% (CEO & President) / 50% (Deputy CFO) | | Vesting Time Horizon | 3 years (ratable vesting) | 3 years (cliff vesting) | | Performance Metrics | Continued service | Adjusted EBITDA and Cost Savings modified + / - 25% by Relative TSR Advertising sales reorganization goal (CEO and President only; 15%) |

  41. Long-Term Incentive Compensation

    The Compensation Committee believes the metrics selected for the annual long-term incentive compensation awards are highly relevant to assessing our long-term operational, strategic and relative TSR performance, and driving pay-for-performance compensation outcomes. •Adjusted EBITDA is a primary focus for our management team and stockholders and comprised 30% of the 2025 Annual Incentive Plan goals and 50% of the 2025 long-term incentive opportunity. The Committee believes the inclusion of this metric in both our short and long-term plans is appropriate because it is a key metric used by our stockholders in measuring our performance, and it incentivizes our executives to manage costs while increasing revenue over both the short and long-term. •The Cost Savings metric was selected as it reflected long-term value creating key strategic priorities for the Company in 2025 and had a one-year performance period in order to ensure the delivery of that value immediately. The Cost Savings metric is a financial enabler for the three-year performance period for Adjusted EBITDA. •Both metrics are modified by relative TSR compared to the constituents of the S&P U.S. BMI Media & Entertainment Index. This modifier was chosen because it rewards iHeartMedia’s relative ability to create value for long-term stockholders, aligning the interests of our executives and stockholders. The relative TSR of the Company will be measured at the end of the three-year performance period. •The advertising sales reorganization metric was selected because of the outsized significance of advertising sales to Company performance and to ensure that the advertising sales organization becomes more unified, collaborative and integrated over time in order to better serve our advertising sales clients. The advertising sales reorganization metric will be measured at the end of the three-year performance period. The Compensation Committee once again took a thoughtful approach to the form of equity grants in 2025, balancing the competitiveness of individual awards and their motivational and retentive benefits for our executives against overall share utilization and dilution considerations. As a result, the Compensation Committee allocated a portion of the compensation value to an equity-based cash-settled incentive for the NEOs. The table below reflects the total number of shares subject to the portions of the award that will be settled in shares and cash, respectively, as well as the grant-date dollar-denominated target values associated with the awards; the amount of cash ultimately paid will be based on the value of our common stock on the applicable vesting date.

  42. Long-Term Incentive Compensation

    | | Target Share-Settled RSUs Granted (#) | Target Share-Settled PSUs Granted (#) | Target Share-Settled Awards Granted (#) | Target Equity Value | Target Cash-Settled RSUs Granted (#) | Target Cash-Settled PSUs Granted (#) | Target Cash-Settled Value | Total Value at Grant Date | | Robert W. Pittman | 375,319 | 624,681 | 1,000,000 | $2,337,702 | 909,085 | 1,513,080 | $5,662,300 | $8,000,002 | | Richard J. Bressler | 375,319 | 624,681 | 1,000,000 | $2,337,702 | 909,085 | 1,513,080 | 5,662,300 | $8,000,002 | | Michael B. McGuinness | 114,679 | 99,206 | 213,885 | $500,000 | 114,679 | 99,206 | $500,000 | $1,000,000 |

  43. Long-Term Incentive Compensation

    2025 Annual Long-Term Incentive Compensation Award Achievements Following the end of 2025, the Compensation Committee determined the cost savings performance metric of the 2025 PSU awards exceeded the target cost savings goal of $150 million. Actual achievement was $208.7 million, which was 139% of the target cost savings goal. The earned 2025 cost savings PSUs were earned at the maximum achievement level of 120%, subject to the three-year relative TSR modifier, and will not vest until February 20, 2028, subject to each NEO's continued employment.

  44. Long-Term Incentive Compensation

    | | Threshold 67% | Target 100% | Maximum 120% | Achievement $ | Achievement % | | Cost Savings (in millions) | $100.5 | $150.0 | $180.0 | $208.7 | 139% |

  45. Long-Term Incentive Compensation

    2023 PSU Awards Earned in 2025 The Company granted PSUs in 2023 to our executives that could be earned in an amount ranging from 0% to 150% of the target number of awarded PSUs based on (1) the Company’s Relative TSR, (2) the achievement of Adjusted EBITDA performance and (3) achievement of human capital performance metrics, each during the performance period. The following table summarizes our performance compared to each measure. Based primarily on our strong Relative TSR performance over the three-year performance period (at the 72nd percentile), which accounted for 50% of the long-term incentive opportunity and was earned at 144.6% of target, the 2023 PSUs were earned at 101.8% of target. The earned PSUs will not vest until May 18, 2026, subject to each NEO’s continued employment.

  46. Long-Term Incentive Compensation

    | | Threshold 50% | Target 100% | Maximum 150% | 2023-2025 Actual | Achievement | Weighting | | Relative TSR Percentile | 25% | 50% | 75% | 72% | 144.6% | 50% | | Adjusted EBITDA (in millions) | $1,936 | $2,420 | $2,904 | $2,088 | 65.7% | 25% | | Human Capital | 3.4 ppt | 6.8 ppt | 10.2 ppt | 3.98 ppt | 52.2% | 25% |

  47. Long-Term Incentive Compensation

    2026 Annual Long-Term Incentive Compensation Awards For the 2026 annual long-term incentive awards, the Compensation Committee awarded our NEOs 50% RSUs and 50% PSUs to maintain the strong alignment between compensation and stockholder value creation and to reflect competitive market practices. The 2026 PSU performance metric consists solely of cumulative three-year Adjusted EBITDA, subject to a relative TSR modifier. This metric provides a reliable snapshot for investors of the Company’s operating profitability over the long-term three-year measurement period and allows investors to better compare our financial performance with other companies. By rewarding cumulative Adjusted EBITDA over the three-year measurement period, we believe we will incentivize our executives to focus on continually driving revenue over the measurement period while simultaneously controlling costs and maintaining previously instituted cost savings. In addition, a relative TSR modifier will be applied to the PSUs, such that the number of PSUs earned could be increased or decreased by up to +/- 25% depending on our relative TSR performance during the three-year performance period, which we believe is important to long-term investors as they measure our performance against other media & entertainment companies.

  48. Severance Arrangements

    Severance Arrangements Pursuant to their respective employment agreements, each of our NEOs is entitled to certain payments and benefits in defined termination situations including ones that are in connection with a change in control. We believe that our severance arrangements facilitate an orderly transition in the event of changes in management. For further discussion of severance payments and benefits, see “Executive Compensation Tables—Executive Compensation Arrangements” set forth below in this proxy statement.

  49. Summary Compensation Table

    Summary Compensation Table The Summary Compensation Table below provides compensation information for the years ended December 31, 2025, and 2024.

  50. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Stock Awards(a) | Non-Equity Incentive Plan Compensation(b) | All Other Compensation(c) | Total | | Robert W. Pittman Chairman and Chief Executive Officer (PEO) | 2025 | $1,800,000 | $8,000,002 | $2,867,400 | $304,412 | $12,971,814 | | | 2024 | $1,800,000 | $7,936,000 | $2,882,203 | $330,517 | $12,948,720 | | Richard J. Bressler President, Chief Operating Officer and Chief Financial Officer (PFO) | 2025 | $1,800,000 | $8,000,002 | $2,867,400 | $124,969 | $12,792,371 | | | 2024 | $1,800,000 | $7,936,000 | $2,882,203 | $— | $12,618,203 | | Michael B. McGuinness Executive Vice President, Finance and Deputy Chief Financial Officer | 2025 | $925,000 | $1,000,000 | $818,625 | $— | $2,743,625 | | | 2024 | $925,000 | $868,000 | $1,805,507 | $— | $3,598,507 |

  51. Summary Compensation Table

    (a) The amounts shown represent the full grant date fair value of RSUs and PSUs awarded to the executive by iHeartMedia, computed in accordance with the requirements of ASC Topic 718, but excluding any impact of estimated forfeiture rates as required by SEC regulations. The grant date fair value of RSUs is based on the closing stock price of our stock on the applicable grant date. With respect to the PSUs granted in 2025, the number of PSUs that are eligible to vest will be determined based on the measurement of Adjusted EBITDA, Cost Savings, Relative TSR and, for Messrs. Pittman and Bressler, Advertising Sales Reorganization metrics as described in more detail in the "Executive Compensation—Long-Term Incentive Compensation—Performance Stock Units" section above. As noted above, in consideration of share usage, a portion of the equity-based compensation value for Messrs. Pittman, Bressler and McGuinness will be cash-settled. The grant date fair value of the PSUs included in the "Stock Awards" column above that are tied to the Adjusted EBITDA, Cost Savings and Advertising Sales Reorganization metrics was calculated based on the probable achievement of the performance goals as determined at the date of grant, which was determined to be the target level of performance in each case. For the portion of PSU awards granted in 2025 tied to the Relative TSR modifier, the grant date fair value included in the "Stock Awards" column above is calculated based on the Monte Carlo simulation model, which incorporated the following significant inputs; (i) the stock price on the date of grant; (ii) the performance period for the award which is February 20, 2025 to December 31, 2027; (iii) a risk-free interest rate derived from the U.S. Department of Treasury constant maturities yields on the grant date as reported in the H.15 Federal Reserve Statistical Release commensurate with the remaining length of the performance period; (iv) a dividend yield of 0% because the Company does not pay dividends; (v) the stock price volatility of the Company and each company in the S&P U.S. BMI Media & Entertainment Index over the time horizons matching the performance periods; and (vi) the starting TSR was calculated for the Company and each of the S&P U.S. BMI Media & Entertainment Index component companies based on closing prices on the grant date compared to the average closing prices over the 20 trading days immediately preceding the first day of the performance period. The following table presents the fair value assumptions used in the valuation of the PSUs tied to Relative TSR performance granted during the fiscal year ended December 31, 2025:

  52. Summary Compensation Table

    | | Grant Date | | | February 20, 2025 | | Closing Price | $2.18 | | Risk Free Rate | 4.3% | | Dividend Yield | —% | | Volatility | 23.4% | | Initial TSR Performance | (4.9)% | | Fair Value per share based on the Monte Carlo Simulation | $2.52 |

  53. Summary Compensation Table

    The highest level of performance that may be achieved for the Adjusted EBITDA and Cost Savings PSUs is 120% of target, and the highest level of performance that may be achieved for the Advertising Sales Reorganization PSUs is 100% of target. As such, the grant date fair values for the PSUs granted in 2025 to Messrs. Pittman, Bressler and McGuinness (assuming performance at the maximum level) is $6,000,002, $6,000,002 and $599,998, respectively. (b) 2024 includes a one-time transaction bonus for Mr. McGuinness to recognize the extraordinary efforts of executing and bringing the transformation of the Company's capital structure through the exchange of approximately $4.8 billion (or 92%) of its aggregate principal amount of outstanding debt (the "Debt Exchange Transaction") to a successful completion. (c) As described in the chart below, for 2025 the All Other Compensation column reflects: •the value of personal use of an aircraft by Messrs. Pittman and Bressler; and •amounts reimbursed for personal car service expenses incurred by Messrs. Pittman and Bressler.

  54. Summary Compensation Table

    | | Robert W. Pittman | Richard J. Bressler | | Aircraft Usage | $250,000 | $124,969 | | Car Service | 54,412 | — | | Total | $304,412 | $124,969 |

  55. Summary Compensation Table

    Except as described below with respect to aircraft usage, the value of all benefits included in the All Other Compensation column is based on iHeartMedia’s actual costs. The value of personal aircraft usage reported above represents the incremental cost to iHeartMedia for the executives personal use of private aircraft based on the direct variable operating cost per hour of flight incurred by iHeartMedia for such use. These variable costs include items such as fuel charges, departure and landing fees, regular maintenance costs and crew expenses.

  56. Outstanding Equity Awards at Fiscal Year-End 2025

    Outstanding Equity Awards at Fiscal Year-End 2025 The following table shows all outstanding equity awards held by the NEOs as of December 31, 2025. Equity awards granted in 2025, 2024, 2023 and 2022 were granted pursuant to our 2021 Plan; equity awards granted in 2020 were granted pursuant to our 2019 Incentive Equity Plan (the "2019 Plan"):

  57. Outstanding Equity Awards at Fiscal Year-End 2025

    | Name | Grant Date | Option Awards | | | Stock Awards(a)(c) | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested or Earned Shares of Units of Stock (#) | Market Value of Shares or Units of Stock That Have Not Vested or Earned Shares or Units of Stock ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(b) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(b) | | Robert W. Pittman | 2/20/2025 | | | | 1,284,404 | $5,343,121 | | | | | 2/20/2025 | | | | | | 2,931,412 | $12,194,674 | | | 2/25/2024 | | | | 746,668 | $3,106,138 | | | | | 2/25/2024 | | | | | | 3,120,000 | $12,979,200 | | | 5/18/2023 | | | | 486,619 | $2,024,335 | | | | | 5/18/2023 | | | | | | 1,336,984 | $5,561,854 | | | 3/28/2022 | | | | | | 92,343 | $384,145 | | | 8/14/2020 | 461,500 | $8.98 | 8/14/2030 | | | | | | Richard J. Bressler | 2/20/2025 | | | | 1,284,404 | $5,343,121 | | | | | 2/20/2025 | | | | | | 2,931,412 | $12,194,674 | | | 2/25/2024 | | | | 746,668 | $3,106,138 | | | | | 2/25/2024 | | | | | | 3,120,000 | $12,979,200 | | | 5/18/2023 | | | | 486,619 | $2,024,335 | | | | | 5/18/2023 | | | | | | 1,336,984 | $5,561,854 | | | 3/28/2022 | | | | | | 85,239 | $354,596 | | | 8/14/2020 | 461,500 | $8.98 | 8/14/2030 | | | | | | Michael B. McGuinness | 2/20/2025 | | | | 229,358 | $954,130 | | | | | 2/20/2025 | | | | | | 297,618 | $1,238,090 | | | 2/25/2024 | | | | 116,668 | $485,338 | | | | | 2/25/2024 | | | | | | 288,750 | $1,201,200 | | | 5/18/2023 | | | | 60,466 | $251,539 | | | | | 5/18/2023 | | | | | | 166,130 | $691,100 | | | 8/14/2020 | 15,600 | $8.98 | 8/14/2030 | | | | |

  58. Outstanding Equity Awards at Fiscal Year-End 2025

    (a) For equity awards with respect to the Class A common stock of iHeartMedia, this value is based upon the closing sale price of iHeartMedia’s Class A common stock on December 31, 2025 of $4.16. (b) Includes the PSUs that met their performance goals in 2024 and 2025, but still require employees to meet the service period criteria. (c) The following table describes the vesting schedule for each outstanding equity award included above.

  59. Outstanding Equity Awards at Fiscal Year-End 2025

    | Grant Date | Unit Type | Stock Awards Vesting Schedule | | 2/20/2025 | RSUs | 33% on each of the first three anniversaries of the grant date | | 2/20/2025 | PSUs | 100% will vest on the third anniversary of the grant date, subject to performance goal achievement(a) | | 2/25/2024 | RSUs | 33% on each of the first three anniversaries of the grant date | | 2/25/2024 | PSUs | 100% will vest on the third anniversary of the grant date, subject to performance goal achievement(b) | | 5/18/2023 | RSUs | 33% on each of the first three anniversaries of the grant date | | 5/18/2023 | PSUs | 100% will vest on the third anniversary of the grant date, subject to performance goal achievement(c) | | 3/28/2022 | PSUs | 100% will vest on the fifth anniversary of the grant date, subject to performance goal achievement(d) | | 8/14/2020 | Options | Options were fully vested as of December 31, 2024 |

  60. Outstanding Equity Awards at Fiscal Year-End 2025

    (a) The PSUs granted on February 20, 2025 are tied to two categories of performance goals: Adjusted EBITDA (50%) and Cost Savings (50%). These goals also include a Relative TSR modifier of +/- 25%. The Special PSUs granted on February 20, 2025 to Messrs. Pittman and Bressler are tied to advertising sales reorganization performance goals as discussed above. (b) The PSUs granted on February 25, 2024 are tied to two categories of performance goals: Adjusted EBITDA (50%) and Cost Savings (50%). These goals also include a Relative TSR modifier of +/- 25%. The Special PSUs granted on February 25, 2024 to Messrs. Pittman and Bressler are tied to debt refinancing performance goals as discussed above. (c) The PSUs granted on May 18, 2023 are tied to three categories of performance goals: Adjusted EBITDA (25%), Human Capital (25%), and Relative TSR (50%). (d) The PSUs granted on March 28, 2022 are tied to achievement of absolute TSR goals.

  61. PAY VS PERFORMANCE

    PAY VS PERFORMANCE The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2025, 2024 and 2023 and our financial performance for each such fiscal year:

  62. PAY VS PERFORMANCE

    | Year | Summary Compensation Table for PEO | Compensation Actually Paid to PEO(a) | Average Summary Compensation Table Total for non-PEO NEOs | Average Compensation Actually Paid to non-PEO NEOs(a) | Value of Initial Fixed $100 Investment(b) Based on | Net Income ($000s) | | | | | | | Total Shareholder Return | | | 2025 | $12,971,814 | $29,472,494 | $7,767,998 | $16,941,097 | $68 | $(471,887) | | 2024 | $12,948,720 | $8,391,174 | $8,108,355 | $5,552,269 | $32 | $(1,009,494) | | 2023 | $13,924,693 | $9,699,132 | $4,876,819 | $3,520,986 | $44 | $(1,100,339) |

  63. PAY VS PERFORMANCE

    (a) Amounts represent compensation actually paid to our PEO reported in the Summary Compensation Table for the applicable fiscal year and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year. (b) Initial fixed $100 investment is as of the beginning of 2023.

  64. PAY VS PERFORMANCE

    | Year | PEO | Non-PEO NEOs | | | | | 2025 | Robert Pittman | Richard Bressler | | Michael McGuinness | | | 2024 | Robert Pittman | Richard Bressler | | Michael McGuinness | | | 2023 | Robert Pittman | Richard Bressler | Michael McGuinness | Jordan Fasbender | Scott Hamilton |

  65. PAY VS PERFORMANCE

    Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows(1):

  66. PAY VS PERFORMANCE

    | Adjustments | 2025 | | | | PEO | Average Non-PEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | $(8,000,002) | $(4,500,001) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | $15,585,413 | $8,766,793 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | — | — | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | $9,307,268 | $5,132,516 | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | $(391,999) | $(226,209) | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | — | — | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | — | — | | Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY | — | — | | Total Adjustments | $16,500,680 | $9,173,099 |

  67. PAY VS PERFORMANCE

    (1) The fair values of unvested and outstanding equity awards to our NEOs were remeasured as of the end of each fiscal year, and as of each vesting date, during the 2023, 2024 and 2025 fiscal years. Fair values as of each measurement date were determined using valuation assumptions and methodologies (including volatility, dividend yield, and risk-free interest rates) that are generally consistent with those used to estimate fair value at grant in accordance with ASC Topic 718. For stock options, the grant-date fair values were estimated using Black-Scholes. Subsequent valuations at the end of each fiscal year and as of each vest date are performed using a lattice model, as the latter provides a better estimate of options that are no longer at-the-money. For market-based restricted stock units, fair values were estimated using a Monte Carlo simulation model, using assumptions that are consistent with those used at grant. For other performance-based awards, the fair values reflect the probable outcome of the performance vesting conditions as of each measurement date.

  68. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The individuals who served as members of our Board during 2025 are set forth in the table below. Robert W. Pittman and Richard J. Bressler are employees of the Company; therefore, they do not receive any additional compensation from us for their service on our Board. Mr. Pittman’s compensation for his service as Chief Executive Officer and Mr. Bressler’s compensation for his service as President, Chief Operating Officer and Chief Financial Officer is included in the Summary Compensation Table above. The following describes the compensation program we maintained for our non-employee directors in 2025.

  69. 2025 Director Compensation

    2025 Director Compensation On May 18, 2023, our Board adopted the iHeartMedia, Inc. Non-Employee Director Compensation Program (the “Director Compensation Program”) in order to memorialize our non-employee director compensation program for 2023 and beyond. The Director Compensation Program provides for annual retainer fees and long-term equity awards for our non-employee directors. The material terms of our Director Compensation Program are described below and reflect the compensation paid to our non-employee directors for the full 2025 fiscal year. Cash Compensation:

  70. 2025 Director Compensation

    | Board Membership | $150,000 | | Lead Independent Director | $50,000 | | Audit Committee Chair | $25,000 | | Audit Committee Member | $15,000 | | Compensation Committee Chair | $20,000 | | Compensation Committee Member | $10,000 | | N&CG Committee Chair | $20,000 | | N&CG Committee Member | $7,500 |

  71. 2025 Director Compensation

    Equity Compensation: Initial Grant: Each non-employee director who is initially elected or appointed to serve on our Board automatically will be granted, on the date on which such non-employee director is appointed or elected to serve on our Board, an RSU award with a value of approximately $150,000, multiplied by a fraction (i) the numerator of which is the difference between 365 and the number of days from the date of the immediately preceding annual meeting of the Company’s stockholders through the election or appointment date and (ii) the denominator of which is 365. These initial grants will vest in full on the earlier to occur of (x) the one-year anniversary of the applicable grant date and (y) the date of the next annual meeting of the Company’s stockholders following the grant date, subject to such non-employee director’s continued service through the applicable vesting date. Annual Grant: A non-employee director who is serving on our Board as of the date of the annual meeting of the Company’s stockholders each calendar year will be granted, on such annual meeting date, an RSU award with a value of approximately $150,000. Each annual grant will vest in full on the earlier to occur of (i) the first anniversary of the applicable grant date and (ii) the date of the next annual meeting of the Company's stockholders following the grant date, subject to such non-employee director’s continued service through the applicable vesting date. In each case, the RSU awards will vest in full upon a change in control. If a director is removed from the Board, or iHeartMedia fails to nominate a director for re-election to the Board, in each case, for reasons other than for “cause,” or due to the director’s death or disability, the number of RSUs that would have otherwise vested on the next regularly scheduled vesting date will vest on a pro rata basis (as if the RSUs were subject to monthly vesting from the date of grant) through the date of termination of service as a director. Compensation under our Director Compensation Program is subject to the annual limits on non-employee director compensation set forth in the 2021 Plan. The following table sets forth information regarding the compensation paid to our non-employee directors for the year ended December 31, 2025.

  72. 2025 Director Compensation Table

    2025 Director Compensation Table

  73. 2025 Director Compensation Table

    | Name | Fees Earned(1) | Stock Awards(2),(3) | All Other Compensation | Total | | Samuel E. Englebardt | $25,000 | $299,999 | $— | $324,999 | | Brad Gerstner (former director) | 12,500 | — | — | 12,500 | | Robert Millard | 26,250 | 262,499 | — | 288,749 | | Cheryl Mills | 180,000 | 150,000 | — | 330,000 | | Graciela Monteagudo | 165,000 | 150,000 | — | 315,000 | | James A. Rasulo | 242,500 | 150,000 | — | 392,500 | | Kamakshi Sivaramakrishnan | 162,500 | 150,000 | — | 312,500 |

  74. 2025 Director Compensation Table

    (1) Amounts reflect the cash retainer fees earned by our non-employee directors in 2025, excluding any cash retainer fees elected to be deferred under the Deferred Compensation Plan (which are reported in the Stock Awards column). (2) The amounts shown for the directors for 2025 represents the full grant date fair value of time-vesting RSUs awarded to them by iHeartMedia in 2025 (including RSUs representing cash retainer fees elected to be deferred in the form of fully vested RSUs), computed in accordance with the requirements of ASC Topic 718, but excluding any impact of estimated forfeiture rates are required by SEC regulations. The grant date fair value of the RSUs is based on the closing price of our stock on the applicable grant date. (3) The following table shows the aggregate number of outstanding unvested RSU awards held as of December 31, 2025 by each non-employee director.

  75. 2025 Director Compensation Table

    | Name | Unvested RSU Awards Outstanding at 2025 Fiscal Year End | | Samuel E. Englebardt | 121,951 | | Robert Millard | 121,951 | | Cheryl Mills | 121,951 | | Graciela Monteagudo | 121,951 | | James A. Rasulo | 121,951 | | Kamakshi Sivaramakrishnan | 121,951 |