0001193125-26-059754.txt : 20260219 0001193125-26-059754.hdr.sgml : 20260219 20260219173900 ACCESSION NUMBER: 0001193125-26-059754 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20260217 FILED AS OF DATE: 20260219 DATE AS OF CHANGE: 20260219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BRESSLER RICHARD J CENTRAL INDEX KEY: 0001200604 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38987 FILM NUMBER: 26655790 MAIL ADDRESS: STREET 1: 1515 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: iHeartMedia, Inc. CENTRAL INDEX KEY: 0001400891 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] ORGANIZATION NAME: 06 Technology EIN: 260241222 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 20880 STONE OAK PARKWAY CITY: SAN ANTONIO STATE: TX ZIP: 78258 BUSINESS PHONE: 210-822-2828 MAIL ADDRESS: STREET 1: 20880 STONE OAK PARKWAY CITY: SAN ANTONIO STATE: TX ZIP: 78258 FORMER COMPANY: FORMER CONFORMED NAME: CC Media Holdings Inc DATE OF NAME CHANGE: 20090721 FORMER COMPANY: FORMER CONFORMED NAME: C C Media Holdings Inc DATE OF NAME CHANGE: 20070730 FORMER COMPANY: FORMER CONFORMED NAME: BT Triple Crown Capital Holdings III, Inc. DATE OF NAME CHANGE: 20070524 4 1 ownership.xml 4 X0508 4 2026-02-17 0001400891 iHeartMedia, Inc. IHRT 0001200604 BRESSLER RICHARD J 20880 STONE OAK PARKWAY SAN ANTONIO TX 78258 true true false false SEE REMARKS false Class A Common Stock, par value $0.001 per share 2026-02-17 4 A false 949306 0 A 4567070 D Class A Common Stock, par value $0.001 per share 2026-02-17 4 A false 278298 0 A 4845368 D Class A Common Stock, par value $0.001 per share 2026-02-17 4 A false 500000 0 A 5345368 D Restricted Stock Units 2026-02-17 4 A false 387668 0 A Class A Common Stock 387668 387668 D Restricted Stock Units 2026-02-17 4 A false 674083 0 A Class A Common Stock 674083 674083 D Restricted Stock Units 2026-02-17 4 A false 669591 0 A Class A Common Stock 669591 669591 D Reflects restricted stock units ("RSUs") following the satisfaction of performance criteria for previously granted performance stock units ("PSUs"). Each RSU represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest in full on May 18, 2026, subject to the Reporting Person's continued service with the Issuer. Reflects RSUs following the partial satisfaction of performance criteria for previously granted PSUs. Each RSU represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest in full on February 20, 2028, subject to the Reporting Person's continued service with the Issuer. Reflects stock-settled restricted stock units. Each RSU represents a contingent right to receive one share of Class A Common Stock. The RSUs shall vest as to one-third of the total RSUs on each of the first three anniversaries of February 17, 2026, subject to the Reporting Person's continued service with the Issuer. Reflects cash-settled RSUs following the satisfaction of performance criteria for previously granted cash-settled PSUs. 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 cash-settled RSUs will vest in full on May 18, 2026, subject to the Reporting Person's continued service with the Issuer. Reflects cash-settled RSUs following the partial satisfaction of performance criteria for previously granted cash-settled PSUs. 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 cash-settled RSUs will vest in full on February 20, 2028, subject to the Reporting Person's continued service with the Issuer. Reflects cash-settled 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 shall vest as to one-third of the total RSUs on each of the first three anniversaries of February 17, 2026. President and Chief Operating Officer Exhibit 24 - Power of Attorney /s/ David Hillman, by Power of Attorney for Richard J. Bressler 2026-02-19 EX-24 2 ihrt-ex24.htm EX-24 EX-24

 

LIMITED POWER OF ATTORNEY FOR

SECTION 16 REPORTING OBLIGATIONS

With respect to holdings of and transactions in securities issued by iHeartMedia, Inc. (the “Company”), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:

 

1.
execute for and on behalf of the undersigned, Schedules 13D and 13G in accordance with Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, and Forms 3, 4, and 5 in accordance with Section 16 of the Exchange Act and the rules thereunder, and Notices of Proposed Sale of Securities Pursuant to Rule 144 (“Form 144”), in accordance with the requirements of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”); and

 

2.
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, and Form 144, complete and execute any amendment or amendments thereto, and to timely file such Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, and Form 144, as applicable, and any amendment thereto, with the United States Securities and Exchange Commission and any stock exchange or similar authority.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

 

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 and Section 16 of the Exchange Act, or Rule 144 under the Securities Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, and Form 144 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of May, 2025.

 

/s/ Richard J. Bressler

Richard J. Bressler

SEC 1474 (11-11)

Schedule A

 

INDIVIDUALS APPOINTED AS ATTORNEY-IN-FACT,

WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION

 

Sean Fitzpatrick

David Hillman

Michael McGuinness