IHRT / iHeartMedia, Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

AMENDMENT TO THE SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.1 Exhibit 10.1 AMENDMENT TO THE SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDMENT TO THE SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is made as of August 28, 2025 (the “Effective Date”) by iHeartMedia Management Services, Inc. (“iHMMS”), iHeartMedia, Inc. (“iHeartMedia”, and together with iHMMS, the “Company”) and Robert W. Pittman (the “Employee”). Capi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 28, 2025 IHEARTMEDIA, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 28, 2025 IHEARTMEDIA, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38987 26-0241222 (State or Other Jurisdiction of Incorporation) (Commission File

AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.2 Exhibit 10.2 AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is made as of August 28, 2025 (the “Effective Date”) by iHeartMedia Management Services, Inc. (“iHMMS”), iHeartMedia, Inc. (“iHeartMedia”, and together with iHMMS, the “Company”) and Richard J. Bressler (the “Employee”). Capitalized term

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2025 IHEARTMEDIA, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2025 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission File

IHEARTMEDIA, INC. REPORTS RESULTS FOR 2025 SECOND QUARTER

Exhibit 99.1 IHEARTMEDIA, INC. REPORTS RESULTS FOR 2025 SECOND QUARTER New York, NY, August 11, 2025 – iHeartMedia, Inc. (Nasdaq: IHRT) today reported financial results for the quarter ended June 30, 2025. Financial Highlights:1 Q2 2025 Consolidated Results ▪Q2 Revenue of $934 million, up 0.5% (Excluding Q2 Political Revenue, Q2 Revenue up 1.5%) ▪GAAP Operating income of $35 million, compared to a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38987 IHEARTMEDIA, INC. (Exact

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2025 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission File Num

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission File Num

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2025 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38987 IHEARTMEDIA, INC. (Exact

IHEARTMEDIA, INC. REPORTS RESULTS FOR 2025 FIRST QUARTER

Exhibit 99.1 IHEARTMEDIA, INC. REPORTS RESULTS FOR 2025 FIRST QUARTER New York, NY, May 12, 2025 – iHeartMedia, Inc. (Nasdaq: IHRT) today reported financial results for the quarter ended March 31, 2025. Financial Highlights:1 Q1 2025 Consolidated Results ▪Q1 Revenue of $807 million, up 1.0% (Excluding Q1 Political Revenue, Q1 Revenue up 1.8%) ▪GAAP Operating loss of $25 million vs. $35 million in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.    

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidenti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1 ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confi

IHEARTMEDIA NAMES DAVID HILLMAN EXECUTIVE VICE PRESIDENT, CHIEF LEGAL OFFICER AND SECRETARY

EX-99.1 2 davidhillmanevpcloexhibit.htm EX-99.1 IHEARTMEDIA NAMES DAVID HILLMAN EXECUTIVE VICE PRESIDENT, CHIEF LEGAL OFFICER AND SECRETARY NEW YORK –April 24, 2025 – iHeartMedia, Inc. (Nasdaq: IHRT) announced today that David Hillman has been named its Executive Vice President, Chief Legal Officer and Secretary. In his new role, Hillman will oversee all legal matters for the company, including th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 24, 2025 iHeartMedia, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 24, 2025 iHeartMedia, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38987 26-0241222 (State or Other Jurisdiction of Incorporation) (Commission File N

IHEARTMEDIA ANNOUNCES BRAD GERSTNER IS CONCLUDING HIS SERVICE ON ITS BOARD OF DIRECTORS Company Also Announces Nomination of Robert Millard to Stand for Election for Vacant Board Seat

IHEARTMEDIA ANNOUNCES BRAD GERSTNER IS CONCLUDING HIS SERVICE ON ITS BOARD OF DIRECTORS Company Also Announces Nomination of Robert Millard to Stand for Election for Vacant Board Seat New York, NY – April 1, 2025 – iHeartMedia, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 26, 2025 IHEARTMEDIA, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 26, 2025 IHEARTMEDIA, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38987 26-0241222 (State or Other Jurisdiction of Incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2025 IHEARTMEDIA, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2025 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission File Nu

IHEARTMEDIA, INC. REPORTS RESULTS FOR 2024 FOURTH QUARTER AND FULL YEAR

Exhibit 99.1 IHEARTMEDIA, INC. REPORTS RESULTS FOR 2024 FOURTH QUARTER AND FULL YEAR New York, NY, February 27, 2025 – iHeartMedia, Inc. (Nasdaq: IHRT) today reported financial results for the quarter and year ended December 31, 2024. Financial Highlights:1 Completed Debt Exchange Transaction and Cost Efficiency Actions ▪Completed previously announced exchange with a group of debt holders represen

Insider Trading Compliance Policy and Procedures.

iHeartMedia, Inc. Insider Trading Compliance Policy and Procedures February 23, 2023 Federal and state laws prohibit trading in the securities of a company while in possession of material nonpublic information and in breach of a duty of trust or confidence. These laws also prohibit anyone who is aware of material nonpublic information from providing this information to others who may trade. Violat

Subsidiary Listing

Exhibit 21: Subsidiaries of Registrant, iHeartMedia, Inc. Name State of Incorporation Broader Media Holdings, LLC DE The Black Effect, LLC DE iHM Licenses, LLC DE Christal Radio Sales, Inc. DE iHeartCommunications, Inc. TX iHeartMedia + Entertainment, Inc. NV iHeartMedia Capital I, LLC DE iHeartMedia Capital II, LLC DE iHeartMedia Management Services, Inc. TX iHeart Operations, Inc. DE iHM Identit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2024, or ☐ Transition report pursuant to S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2024, or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number 001-38987 IHEARTMEDIA, INC. (Exac

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2025 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission Fil

Credit Agreement, dated as of December 20, 2024, by and among iHeartCommunications, Inc., the guarantors party thereto and Bank of America, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 of iHeartMedia, Inc.'s Current Report on Form 8-K filed on December 23, 2024).

EXHIBIT 10.2 CREDIT AGREEMENT Dated as of December 20, 2024, Among IHEARTMEDIA CAPITAL I, LLC, as Holdings, IHEARTCOMMUNICATIONS, INC., as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, and THE LENDERS PARTY HERETO FROM TIME TO TIME BOFA SECURITIES, GOLDMAN SACHS BANK USA and MORGAN STANLEY SENIOR FUNDING, INC.

Joinder Agreement to the ABL Intercreditor Agreement, dated as of December 20, 2024, by and among Bank of America, N.A., as Additional Junior Priority Representative for the Credit Agreement, dated as of December 20, 2024, and U.S. Bank Trust Company, National Association, as Additional Junior Priority Representative for each of the 2029 First Lien Notes, 2030 First Lien Notes, 2031 First Lien Notes, and Second Lien Notes (incorporated by reference to Exhibit 10.7 of iHeartMedia Inc.'s Current Report on Form 8-K filed on December 23, 2024).

EXHIBIT 10.7 JOINDER AGREEMENT (New Additional Junior Priority Representative) This JOINDER AGREEMENT, dated as of December 20, 2024 (this “Joinder Agreement”), is executed by the undersigned in connection with that certain ABL Intercreditor Agreement dated as of May 1, 2019 (as amended by Amendment No. 1 to ABL Intercreditor Agreement, dated as of May 17, 2022, and as further amended, restated, s

Multi-Lien Intercreditor Agreement, dated as of December 20, 2024, by and among iHeartMedia Capital I, LLC, iHeartCommunications, Inc., the other grantors party thereto, Bank of America, N.A., as administrative agent and collateral agent, a first priority representative, and as a third lien existing credit agreement representative, U.S. Bank Trust Company, National Association, as trustee and collateral agent, a first priority representative and a second priority representative (incorporated by reference to Exhibit 10.3 of iHeartMedia, Inc.'s Current Report on Form 8-K filed on December 23, 2024).

Exhibit 10.3 MULTI-LIEN INTERCREDITOR AGREEMENT by and among IHEARTMEDIA CAPITAL I, LLC, IHEARTCOMMUNICATIONS, INC., the other Grantors party hereto, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent for the First Lien Credit Agreement Secured Parties and as a First Priority Representative, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and Collateral Agent for the Fir

Term Loan Exchange Agreement, dated as of December 20, 2024, by and among iHeartCommunications, IH Media + Entertainment I, LLC, the lenders party thereto, BofA, as the administrative agent and collateral agent under the existing credit agreement and BofA, as the administrative agent and collateral agent under the new credit agreement.

Exhibit 10.1 TERM LOAN EXCHANGE AGREEMENT by and among IHEARTCOMMUNICATIONS, INC., IH MEDIA + ENTERTAINMENT I, LLC, THE LENDERS LISTED ON THE SIGNATURE PAGES HERETO AND THE OTHER PARTIES HERETO Dated as of December 20, 2024 TERM LOAN EXCHANGE AGREEMENT This TERM LOAN EXCHANGE AGREEMENT (this “Exchange Agreement”), dated as of December 20, 2024, by and among (i) IHEARTCOMMUNICATIONS, INC., a Texas

Indenture, dated as of December 20, 2024, among iHeartCommunications, Inc., the guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee and collateral agent, governing the 10.875% Senior Secured Second Lien Notes due 2030 (incorporated by reference to Exhibit 4.5 of iHeartMedia, Inc.'s Current Report on Form 8-K filed on December 23, 2024).

Exhibit 4.5 IHEARTCOMMUNICATIONS, INC., as the Issuer, the Guarantors party hereto from time to time AND U.S. Bank Trust Company, National Association, as Trustee and as Second Lien Notes Collateral Agent Senior Secured Second Lien Notes due 2030 INDENTURE Dated as of December 20, 2024 TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS SECTION 1.1. Definitions 1 SECTION 1.2. Other Definitions 69 SECTION

Joinder No. 3 to the First Lien Intercreditor Agreement, dated as of December 20, 2024, by and among iHeartCommunications, BofA, as the New Credit Agreement Agent, and U.S. Bank, as the 2029 First Lien Notes Collateral Agent, the 2030 First Lien Notes Collateral Agent and the 2031 First Lien Notes Collateral Agent.

Exhibit 10.5 JOINDER NO. 3 dated as of December 20, 2024 to the FIRST LIEN INTERCREDITOR AGREEMENT dated as of May 1, 2019 (the “Intercreditor Agreement”), (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, this “Joinder Agreement”), among IHEARTCOMMUNICATIONS, INC., a Texas corporation (the “Company” or the “Borrower”), the other Grantors

Second Supplemental Indenture, dated as of December 20, 2024, among iHeartCommunications thereto and U.S. Bank, as trustee, relating to the Unsecured Notes.

Exhibit 4.9 SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 20, 2024, by and among the parties that are signatories hereto with respect to the Indenture referred to below. WITNESSETH WHEREAS, each of iHeartCommunications, Inc., a Texas corporation (the “Company”), the Guarantors party thereto (the “Guarantors”) and U.S. Bank Trust Company, National Association (

Amendment No. 5 to Term Loan Credit Agreement, dated as of December 20, 2024, by and among iHeartCommunications, Inc., the guarantors party thereto, the lenders party thereto and Bank of America, N.A. as administrative agent and collateral agent (incorporated by reference to Exhibit 10.8 of iHeartMedia, Inc.'s Current Report on Form 8-K filed on December 23, 2024).

EXHIBIT 10.8 AMENDMENT NO. 5, dated as of December 20, 2024 (this “Amendment”), to the Credit Agreement dated as of May 1, 2019 (as amended or otherwise modified by Amendment No. 1, dated as of February 3, 2020, Amendment No. 2, dated as of July 16, 2020, Amendment No. 3, dated as of July 16, 2021, Joinder Agreement to Credit Agreement, dated as of May 5, 2021, Successor Agent Agreement, dated as

Indenture, dated as of December 20, 2024, among iHeartCommunications, Inc., the guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee and collateral agent, governing the 9.125% Senior Secured First Lien Notes due 2029, the 7.750% Senior Secured First Lien Notes due 2030 and the 7.000% Senior Secured First Lien Notes due 2031 (incorporated by reference to Exhibit 4.1 of iHeartMedia, Inc.'s Current Report on Form 8-K filed on December 23, 2024).

Exhibit 4.1 IHEARTCOMMUNICATIONS, INC., as the Issuer, the Guarantors party hereto from time to time AND U.S. Bank Trust Company, National Association, as Trustee and as First Lien Notes Collateral Agent Senior Secured Notes due 2029 Senior Secured Notes due 2030 Senior Secured Notes due 2031 INDENTURE Dated as of December 20, 2024 TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS SECTION 1.1. Definiti

Second Supplemental Indenture, dated as of December 20, 2024, among iHeartCommunications and U.S. Bank, as trustee and collateral agent, relating to the 2026 Secured Notes.

Exhibit 4.7 SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 20, 2024, by and among the parties that are signatories hereto with respect to the Indenture referred to below. WITNESSETH WHEREAS, each of iHeartCommunications, Inc., a Texas corporation (the “Company”), the Guarantors party thereto (the “Guarantors”) and U.S. Bank Trust Company, National Association (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 20, 2024 IHEARTMEDIA, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 20, 2024 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or Other Jurisdiction of Incorporation) (Commission Fil

Second Supplemental Indenture, dated as of December 20, 2024, among iHeartCommunications and U.S. Bank, as trustee and collateral agent, relating to the 2027 Secured Notes.

Exhibit 4.8 SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 20, 2024, by and among the parties that are signatories hereto with respect to the Indenture referred to below. WITNESSETH WHEREAS, each of iHeartCommunications, Inc., a Texas corporation (the “Company”), the Guarantors party thereto (the “Guarantors”) and U.S. Bank Trust Company, National Association (

iHeartMedia Completes Comprehensive Exchange Transactions

Exhibit 99.1 iHeartMedia Completes Comprehensive Exchange Transactions NEW YORK – December 23, 2024 – iHeartMedia, Inc. (NASDAQ: IHRT) (“iHeartMedia” or the “Company”) today announced the successful completion of its previously announced comprehensive exchange transactions of iHeartCommunications, Inc.’s (“iHeartCommunications”) outstanding 6.375% Senior Secured Notes due 2026 (the “2026 Secured N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 4, 2024 IHEARTMEDIA, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 4, 2024 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or Other Jurisdiction of Incorporation) (Commission File

iHeartMedia Announces Early Results and Modification of the Terms of the Offers and Consent Solicitations for Existing Notes and Term Loans

Exhibit 99.1 iHeartMedia Announces Early Results and Modification of the Terms of the Offers and Consent Solicitations for Existing Notes and Term Loans NEW YORK – December 4, 2024 – iHeartMedia, Inc. (NASDAQ: IHRT) (“iHeartMedia”, the “Company” or “we”) today announced that, as of 5:00 p.m., New York City time, on November 29, 2024, $750,585,122 aggregate principal amount (93.8%) of iHeartCommuni

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 15, 2024 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or Other Jurisdiction of Incorporation) (Commission Fil

Existing Notes

Exhibit 99.1 iHeartMedia Announces Exchange Offers and Consent Solicitations for Existing Notes and Term Loans NEW YORK – November 18, 2024 – iHeartMedia, Inc. (NASDAQ: IHRT) (“iHeartMedia”, the “Company” or “we”) announced the November 15, 2024 commencement of (i) exchange offers (the “Exchange Offers”) for iHeartCommunications, Inc.’s (“Communications”) outstanding 6.375% Senior Secured Notes du

Amended and Restated Employment Agreement between iHeart Management Services, Inc. and Jordan R. Fasbender, dated

AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (“Agreement”) is between iHeartMedia Management Services, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2024 IHEARTMEDIA, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2024 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission File

Amendment No. 1 to ABL Credit Agreement, dated as of November 6, 2024, among iHeartMedia Capital, iHeartCommunications, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent.

EX-10.2 Exhibit 10.2 Execution Version AMENDMENT NO. 1 TO ABL CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO ABL CREDIT AGREEMENT (this “Amendment”), dated as of November 6, 2024, is entered into by and among IHEARTMEDIA CAPITAL I, LLC (“Holdings”), IHEARTCOMMUNICATIONS, INC., as the Borrower (the “Borrower”), each other Loan Party party hereto, the Lenders party hereto and BANK OF AMERICA, N.A., as adm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2024 IHEARTMEDIA, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2024 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission File

IHEARTMEDIA, INC. REPORTS RESULTS FOR 2024 THIRD QUARTER

Exhibit 99.1 IHEARTMEDIA, INC. REPORTS RESULTS FOR 2024 THIRD QUARTER New York, NY, November 7, 2024 – iHeartMedia, Inc. (Nasdaq: IHRT) today reported financial results for the quarter ended September 30, 2024. Financial Highlights:1 Announced Debt Exchange Transactions and Cost Efficiency Actions ▪Entered into a transaction support agreement with a group of debt holders representing approximately

Table Of Contents 1. Executive Summary 2. Multiplatform Group 3. Digital Audio Group 4. Audio & Media Services 5. Data & Technology 6. Financial Projections 7. Appendix 2 2 2

EX-99.3 Exhibit 99.3 Company Presentation th November 7 , 2024 America’s #1 Audio Company | Reaching 9 out of 10 Americans Every Month | Radio ∙ Podcasts ∙ Digital ∙ S coc ers ia l ∙ ∙ Da Inf talu e n∙ Events Table Of Contents 1. Executive Summary 2. Multiplatform Group 3. Digital Audio Group 4. Audio & Media Services 5. Data & Technology 6. Financial Projections 7. Appendix 2 2 2 Disclaimer This

Disclaimer Non-GAAP Measures: In addition to the financial measures prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), this Presentation contains certain non-GAAP financial measures, including Adjusted EBITDA. The Com

EX-99.2 Exhibit 99.2 Transaction Overview Materials th November 7 , 2024 America’s #1 Audio Company | Reaching 9 out of 10 Americans Every Month | Radio ∙ Podcasts ∙ Digital ∙ Social ∙ Influencers ∙ Data ∙ Events Disclaimer Non-GAAP Measures: In addition to the financial measures prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), this Presentation contains certain

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38987 IHEARTMEDIA, INC. (E

iHeartMedia Enters into Transaction Support Agreement to Strengthen Balance Sheet

EX-99.1 Exhibit 99.1 iHeartMedia Enters into Transaction Support Agreement to Strengthen Balance Sheet NEW YORK – November 7, 2024 – iHeartMedia, Inc. (NASDAQ: IHRT) (“iHeartMedia” or the “Company”) today announced that it and certain of its subsidiaries (collectively with the Company, the “iHeartMedia Parties”) have entered into a Transaction Support Agreement (the “TSA”) with certain lenders and

Transaction Support Agreement, dated as of November 6, 2024, among iHeartMedia, Inc., certain of its direct and indirect subsidiaries and certain lenders and holders (incorporated by referenced to Exhibit 10.1 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on November 7, 2024).

EX-10.1 Exhibit 10.1 Execution Version TRANSACTION SUPPORT AGREEMENT IHEART COMMUNICATIONS, INC. November 6, 2024 This TRANSACTION SUPPORT AGREEMENT (including the exhibits, annexes and schedules hereto, this “Agreement”), dated as of the date written above, is entered into by and among: (a)  (i) iHeartCommunications, Inc., a Texas corporation (the “Company”); (ii) iHeartMedia Capital I, LLC, a De

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2024 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission File

IHEARTMEDIA, INC. REPORTS RESULTS FOR 2024 SECOND QUARTER

Exhibit 99.1 IHEARTMEDIA, INC. REPORTS RESULTS FOR 2024 SECOND QUARTER New York, NY, August 8, 2024 – iHeartMedia, Inc. (Nasdaq: IHRT) today reported financial results for the quarter ended June 30, 2024. Financial Highlights:1 Q2 2024 Consolidated Results ▪Q2 Revenue of $929 million, up 1.0%; above guidance of approximately flat •Excluding Q2 Political Revenue, Q2 Revenue flat ▪GAAP Operating los

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38987 IHEARTMEDIA, INC. (Exact

Director Deferred Compensation Plan

IHEARTMEDIA, INC. DEFERRED COMPENSATION PLAN FOR DIRECTORS (Amended and Restated as of January 1, 2024) i Table of Contents Page(s) Article I. DEFINITIONS 1 Article II. PURPOSE; DEFERRAL ELECTIONS 3 Article III. DEFERRED COMPENSATION ACCOUNTS 4 Article IV. PAYMENT OF DEFERRED COMPENSATION 5 Article V. ADMINISTRATION; EFFECTIVENESS, AMENDMENT AND TERMINATION OF PLAN 7 Article VI. MISCELLANEOUS 7 ii

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 5, 2024 iHeartMedia, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38987 26-0241222 (State or Other Jurisdiction of Incorporation) (Commission File Num

Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation of iHeartMedia, Inc., dated June 5, 2024.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF IHEARTMEDIA, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware iHeartMedia, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows: FIRST: That, at a

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2024 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission File Numb

Non-Employee Director Compensation Program

IHEARTMEDIA, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM (EFFECTIVE MAY 18, 2023) Eligible Directors (as defined below) on the board of directors (the “Board”) of iHeartMedia, Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”). The cash and equity compensation described in this Program

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38987 IHEARTMEDIA, INC. (Exact

IHEARTMEDIA, INC. REPORTS RESULTS FOR 2024 FIRST QUARTER

Exhibit 99.1 IHEARTMEDIA, INC. REPORTS RESULTS FOR 2024 FIRST QUARTER New York, NY, May 9, 2024 – iHeartMedia, Inc. (Nasdaq: IHRT) today reported financial results for the quarter ended March 31, 2024. Financial Highlights:1 Q1 2024 Consolidated Results ▪Q1 Revenue of $799 million, down 1.5%; in line with guidance range of flat to down 2% •Excluding Q1 Political Revenue, Q1 Revenue down 2.5% ▪GAAP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 29, 2024 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission Fil

2024 Form of iHeartMedia, Inc. Performance Restricted Stock Unit Award Agreement (for Pittman/Bressler).

IHEARTMEDIA, INC. 2021 LONG-TERM INCENTIVE AWARD PLAN PERFORMANCE RESTRICTED STOCK UNIT GRANT NOTICE iHeartMedia, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Performance Restricted Stock Units (the “PSUs”) described in this Performance Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of t

State of Incorporation

Exhibit 21: Subsidiaries of Registrant, iHeartMedia, Inc. Name State of Incorporation Austin Tower Company TX Broader Media Holdings, LLC DE The Black Effect, LLC DE iHM Licenses, LLC DE Christal Radio Sales, Inc. DE iHeartCommunications, Inc. TX iHeartMedia + Entertainment, Inc. NV iHeartMedia Capital I, LLC DE iHeartMedia Capital II, LLC DE iHeartMedia Management Services, Inc. TX iHeart Operati

Policy for Recovery of Erroneously Awarded Compensation

IHEARTMEDIA, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION iHeartMedia, Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 20231 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. 1.Persons Subject to Policy This Policy shall ap

2024 Form of iHeartMedia, Inc. Cash-Settled Restricted Stock Unit Award Agreement (for Pittman/Bressler).

IHEARTMEDIA, INC. 2021 LONG-TERM INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE (CASH-SETTLED) iHeartMedia, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (Cash-Settled) (this “Grant Notice”), subject to the terms and conditions of the iHe

IHEARTMEDIA, INC. REPORTS RESULTS FOR 2023 FOURTH QUARTER AND FULL YEAR

Exhibit 99.1 IHEARTMEDIA, INC. REPORTS RESULTS FOR 2023 FOURTH QUARTER AND FULL YEAR New York, NY, February 29, 2024 – iHeartMedia, Inc. (Nasdaq: IHRT) today reported financial results for the quarter and year ended December 31, 2023. Financial Highlights:1 Q4 2023 Consolidated Results ▪Q4 Revenue of $1,067 million, down 5.2%; slightly better than the guidance range of down high-single digits •Exc

2024 Form of iHeartMedia, Inc. Restricted Stock Unit Award Agreement (for Executive Officers).

IHEARTMEDIA, INC. 2021 LONG-TERM INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE iHeartMedia, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the iHeartMedia, Inc. 2021 Long-Term

2024 Form of iHeartMedia, Inc. Performance Restricted Stock Unit Award Agreement (for Executive Officers).

IHEARTMEDIA, INC. 2021 LONG-TERM INCENTIVE AWARD PLAN PERFORMANCE RESTRICTED STOCK UNIT GRANT NOTICE iHeartMedia, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Performance Restricted Stock Units (the “PSUs”) described in this Performance Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of t

Description of Securities.

DESCRIPTION OF SECURITIES The following description of the capital stock of iHeartMedia, Inc.

2024 Form of iHeartMedia, Inc. Cash-Settled Performance Restricted Stock Unit Award Agreement (for Pittman/Bressler).

IHEARTMEDIA, INC. 2021 LONG-TERM INCENTIVE AWARD PLAN PERFORMANCE RESTRICTED STOCK UNIT GRANT NOTICE (CASH-SETTLED) iHeartMedia, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Performance Restricted Stock Units (the “PSUs”) described in this Performance Restricted Stock Unit Grant Notice (Cash-Settled) (this “Grant Notice”), subject to

2024 Form of iHeartMedia, Inc. Cash-Settled Performance Restricted Stock Unit Award Agreement (for Executive Officers).

IHEARTMEDIA, INC. 2021 LONG-TERM INCENTIVE AWARD PLAN PERFORMANCE RESTRICTED STOCK UNIT GRANT NOTICE (CASH-SETTLED) iHeartMedia, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Performance Restricted Stock Units (the “PSUs”) described in this Performance Restricted Stock Unit Grant Notice (Cash-Settled) (this “Grant Notice”), subject to

2024 Form of iHeartMedia, Inc. Restricted Stock Unit Award Agreement (for Pittman/Bressler).

IHEARTMEDIA, INC. 2021 LONG-TERM INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE iHeartMedia, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the iHeartMedia, Inc. 2021 Long-Term

2024 Form of iHeartMedia, Inc. Cash-Settled Restricted Stock Unit Award Agreement (for Executive Officers).

IHEARTMEDIA, INC. 2021 LONG-TERM INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE (CASH-SETTLED) iHeartMedia, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (Cash-Settled) (this “Grant Notice”), subject to the terms and conditions of the iHe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023, or ☐ Transition report pursuant to S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023, or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number 001-38987 IHEARTMEDIA, INC. (Exac

IHRT / iHeartMedia, Inc. / PACIFIC INVESTMENT MANAGEMENT CO LLC - IHEARTMEDIA, INC Passive Investment

iHeartMedia, Inc UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION STATEMENT TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b) (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (b) (Amendment No. 5)* iHeartMedia, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 45174J509 (

IHRT / iHeartMedia, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01166-iheartmediaincclassa.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: iHeartMedia, Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 45174J509 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2024 IHEARTMEDIA, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(D) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2024 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission Fil

Fourth Amended and Restated Bylaws of iHeartMedia, Inc., dated November 16, 2023 (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by iHeartMedia, Inc. on November 22, 2023).

EX-3.1 Exhibit 3.1 FOURTH AMENDED AND RESTATED BYLAWS OF IHEARTMEDIA, INC. (THE “CORPORATION”) (Amended and Restated November 16, 2023) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 16, 2023 iHeartMedia, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 16, 2023 iHeartMedia, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38987 26-0241222 (State or Other Jurisdiction of Incorporation) (Commission Fil

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38987 IHEARTMEDIA, INC. (E

IHEARTMEDIA, INC. REPORTS RESULTS FOR 2023 THIRD QUARTER

Exhibit 99.1 IHEARTMEDIA, INC. REPORTS RESULTS FOR 2023 THIRD QUARTER New York, NY, November 9, 2023 – iHeartMedia, Inc. (Nasdaq: IHRT) today reported financial results for the quarter ended September 30, 2023. Financial Highlights:1 Q3 2023 Consolidated Results ▪Q3 Revenue of $953 million, down 3.6%; slightly better than the guidance range of down mid-single digits •Excluding Q3 Political Revenue

IHEARTMEDIA, INC. REPORTS RESULTS FOR 2023 SECOND QUARTER

Exhibit 99.1 IHEARTMEDIA, INC. REPORTS RESULTS FOR 2023 SECOND QUARTER New York, NY, August 8, 2023 – iHeartMedia, Inc. (Nasdaq: IHRT) today reported financial results for the quarter ended June 30, 2023. Financial Highlights:1 Q2 2023 Consolidated Results ▪Q2 Revenue of $920 million, down 3.6%; slightly better than the guidance range of down mid-single digits •Excluding Q2 Political Revenue, Q2 R

2023 Form of iHeartMedia, Inc. Cash-Settled Performance Restricted Stock Unit Award Agreement (for Pittman/Bressler) (incorporated by reference to Exhibit 10.6 of iHeartMedia, Inc.’s Quarterly Report on Form 10-Q filed on August 8, 2023).

IHEARTMEDIA, INC. 2021 LONG-TERM INCENTIVE AWARD PLAN PERFORMANCE RESTRICTED STOCK UNIT GRANT NOTICE (CASH-SETTLED) iHeartMedia, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Performance Restricted Stock Units (the “PSUs”) described in this Performance Restricted Stock Unit Grant Notice (Cash-Settled) (this “Grant Notice”), subject to

2023 Form of iHeartMedia, Inc. Performance Restricted Stock Unit Award Agreement (for Executive Officers) (incorporated by reference to Exhibit 10.3 of iHeartMedia, Inc.’s Quarterly Report on Form 10-Q filed on August 8, 2023).

IHEARTMEDIA, INC. 2021 LONG-TERM INCENTIVE AWARD PLAN PERFORMANCE RESTRICTED STOCK UNIT GRANT NOTICE iHeartMedia, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Performance Restricted Stock Units (the “PSUs”) described in this Performance Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of t

2023 Form of iHeartMedia, Inc. Cash-Settled Performance Restricted Stock Unit Award Agreement (for Executive Officers) (incorporated by reference to Exhibit 10.5 of iHeartMedia, Inc.’s Quarterly Report on Form 10-Q filed on August 8, 2023).

IHEARTMEDIA, INC. 2021 LONG-TERM INCENTIVE AWARD PLAN PERFORMANCE RESTRICTED STOCK UNIT GRANT NOTICE (CASH-SETTLED) iHeartMedia, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Performance Restricted Stock Units (the “PSUs”) described in this Performance Restricted Stock Unit Grant Notice (Cash-Settled) (this “Grant Notice”), subject to

2023 Form of iHeartMedia, Inc. Cash-Settled Restricted Stock Unit Award Agreement (for Executive Officers) (incorporated by reference to Exhibit 10.7 of iHeartMedia, Inc.’s Quarterly Report on Form 10-Q filed on August 8, 2023).

IHEARTMEDIA, INC. 2021 LONG-TERM INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE (CASH-SETTLED) iHeartMedia, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (Cash-Settled) (this “Grant Notice”), subject to the terms and conditions of the iHe

2023 Form of iHeartMedia, Inc. Cash-Settled Restricted Stock Unit Award Agreement (for Pittman/Bressler) (incorporated by reference to Exhibit 10.8 of iHeartMedia, Inc.’s Quarterly Report on Form 10-Q filed on August 8, 2023).

IHEARTMEDIA, INC. 2021 LONG-TERM INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE (CASH-SETTLED) iHeartMedia, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (Cash-Settled) (this “Grant Notice”), subject to the terms and conditions of the iHe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 IHEARTMEDIA, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38987 IHEARTMEDIA, INC. (Exact

2023 Form of iHeartMedia, Inc. Performance Restricted Stock Unit Award Agreement (for Pittman/Bressler) (incorporated by reference to Exhibit 10.4 of iHeartMedia, Inc.’s Quarterly Report on Form 10-Q filed on August 8, 2023).

IHEARTMEDIA, INC. 2021 LONG-TERM INCENTIVE AWARD PLAN PERFORMANCE RESTRICTED STOCK UNIT GRANT NOTICE iHeartMedia, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Performance Restricted Stock Units (the “PSUs”) described in this Performance Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of t

Amendment No. 4 to Term Loan Credit Agreement, by and between iHeartCommunications, Inc. and Bank of America, N.A. dated June 15, 2023 (incorporated by reference to Exhibit 10.1 of iHeartMedia ,Inc.’s Quarterly Report on Form 10-Q filed on August 8, 2023).

Execution Version AMENDMENT NO. 4, dated as of June 15, 2023 (this “Amendment”), to the Credit Agreement dated as of May 1, 2019 (as amended by Amendment No. 1, dated February 3, 2020, Amendment No. 2, dated July 16, 2020, and Amendment No. 3, dated July 16, 2021, Joinder Agreement to Credit Agreement, dated as of May 5, 2021, and as modified by the Successor Agent Agreement, dated February 3, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 18, 2023 iHeartMedia, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 18, 2023 iHeartMedia, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38987 26-0241222 (State or Other Jurisdiction of Incorporation) (Commission File Num

Amendment to the iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan, effective May 18, 2023 (incorporated by reference to Exhibit 10.1 of iHeartMedia, Inc.'s Current Report on Form 8-K filed on May 19, 2023).

EX-10.1 Exhibit 10.1 AMENDMENT TO THE IHEARTMEDIA, INC. 2021 LONG-TERM INCENTIVE AWARD PLAN THIS AMENDMENT TO THE IHEARTMEDIA, INC. LONG-TERM INCENTIVE AWARD PLAN (this “Amendment”) is made and adopted by iHeartMedia, a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Plan (as defined below). RECITALS WHER

Consent of Ernst & Young LLP

EXHIBIT 23.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan of our reports dated February 28, 2023, with respect to the consolidated financial statements of iHeartMedia, Inc. and the effectiveness of internal control over financial

As filed with the United States Securities and Exchange Commission on May 2, 2023

As filed with the United States Securities and Exchange Commission on May 2, 2023 Registration No.

IHEARTMEDIA, INC. REPORTS RESULTS FOR 2023 FIRST QUARTER

Exhibit 99.1 IHEARTMEDIA, INC. REPORTS RESULTS FOR 2023 FIRST QUARTER New York, NY, May 2, 2023 – iHeartMedia, Inc. (Nasdaq: IHRT) today reported financial results for the quarter ended March 31, 2023. Financial Highlights:1 Q1 2023 Consolidated Results ▪Q1 Revenue of $811 million, down 3.8%; above the guidance range of down mid-single digits ▪GAAP Operating loss of $49 million vs. GAAP Operating

Amendment No. 3 effective May 1, 2023 to Aircraft Lease Agreement dated as of December 23, 2013 by and between FalconAgain, Inc. and iHeartMedia + Entertainment, Inc. (Incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by iHeartMedia, Inc. filed on May 2, 2023).

AMENDMENT NO. 3 TO AIRCRAFT LEASE AGREEMENT This AMENDMENT NO. 3 to the AIRCRAFT LEASE AGREEMENT ("Amendment") is entered into as of this [] day of March, 2023 and effective beginning on May 1, 2023 ("Effective Date"), by and between FalconAgain Inc., a corporation organized and existing under the laws of Delaware ("Lessor") and iHeartMedia + Entertainment, Inc. (formerly, Clear Channel Broadcasti

Opinion of Latham & Watkins LLP

LATHAM&WATKINSLLP May 2, 2023 iHeartMedia, Inc. 20880 Stone Oak Parkway San Antonio, Texas 78258 1271 Avenue of the Americas New York, New York 10020-1401 Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh Dubai San Diego Dusseldorf San Francisco Frankfurt Seoul Hamburg S

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) iHeartMedia, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A common stock,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38987 IHEARTMEDIA, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2023 IHEARTMEDIA, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2023 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use

State of Incorporation

Exhibit 21: Subsidiaries of Registrant, iHeartMedia, Inc. Name State of Incorporation Austin Tower Company TX Broader Media Holdings, LLC DE The Black Effect, LLC DE iHM Licenses, LLC DE Christal Radio Sales, Inc. DE Critical Mass Media, Inc. OH iHeartCommunications, Inc. TX iHeartMedia + Entertainment, Inc. NV iHeartMedia Capital I, LLC DE iHeartMedia Capital II, LLC DE iHeartMedia Management Ser

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022, or ☐ Transition report pursuant to S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022, or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number 001-38987 IHEARTMEDIA, INC. (Exac

IHEARTMEDIA, INC. REPORTS RESULTS FOR 2022 FOURTH QUARTER AND FULL YEAR

Exhibit 99.1 IHEARTMEDIA, INC. REPORTS RESULTS FOR 2022 FOURTH QUARTER AND FULL YEAR New York, NY, February 28, 2023 – iHeartMedia, Inc. (Nasdaq: IHRT) today reported financial results for the quarter and year ended December 31, 2022. Financial Highlights:1 Q4 2022 Consolidated Results ▪Q4 Revenue of $1,126 million, up 6%; at high end of guidance of up approximately 2%-6% •Excluding Q4 political R

IHRT / iHeartMedia Inc / PACIFIC INVESTMENT MANAGEMENT CO LLC - IHEARTMEDIA, INC. Passive Investment

iHeartMedia, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION STATEMENT TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b) (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (b) (Amendment No. 4)* iHeartMedia, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 45174J509

IHRT / iHeartMedia Inc / OAK HILL ADVISORS LP - IHEARTMEDIA, INC. Passive Investment

SC 13G 1 p23-0793sc13g.htm IHEARTMEDIA, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* iHeartMedia, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 45174J509 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the

IHRT / iHeartMedia Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01129-iheartmediaincclassa.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: iHeartMedia Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 45174J509 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box t

IHEARTMEDIA, INC. REPORTS RESULTS FOR 2022 THIRD QUARTER

Exhibit 99.1 IHEARTMEDIA, INC. REPORTS RESULTS FOR 2022 THIRD QUARTER New York, NY, November 3, 2022 ? iHeartMedia, Inc. (Nasdaq: IHRT) today reported financial results for the quarter ended September 30, 2022. Financial Highlights: Q3 2022 Consolidated Results ?Q3 Revenue of $989 million, up 7% YoY; at high end of guidance of up approximately 3%-7% ?GAAP Operating loss of $211 million vs. GAAP Op

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2022 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission File

Amended and Restated Employment Agreement between iHeart Management Services, Inc. and Jordan R. Fasbender, dated July 18, 2022 (incorporated by reference to Exhibit 10.1 of iHeartMedia Inc.’s Quarterly Report on Form 10-Q filed on November 3, 2022).

EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (?Agreement?) is between iHeartMedia Management Services, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38987 IHEARTMEDIA, INC. (E

Second Amendment to the Employment Agreement between iHeartMedia Management Services, Inc. and Michael McGuinness, dated September 16, 2022 (incorporated by reference to Exhibit 10.1 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on September 21, 2022).

Exhibit 10.1 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT WHEREAS, iHeartMedia Management Services, Inc. (?Company?) and Michael McGuinness (?Employee?) entered into an Employment Agreement effective September 5, 2019, as amended on January 1, 2021 (collectively, the ?Agreement?); WHEREAS, the parties desire to amend the above-referenced Agreement; NOW, THEREFORE, for good and valuable consideration,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 16, 2022 iHeartMedia, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38987 26-0241222 (State or Other Jurisdiction of Incorporation) (Commission Fi

Form of Deferred Restricted Stock Unit Agreement (for Directors) under the iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan (incorporated by reference to Exhibit 10.3 of iHeartMedia Inc.’s Quarterly Report on Form 10-Q filed on August 4, 2022).

Exhibit 10.3 IHEARTMEDIA, INC. 2021 LONG-TERM INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE iHeartMedia, Inc., a Delaware corporation (the ?Company?), has granted to the participant listed below (?Participant?) the Restricted Stock Units (the ?RSUs?) described in this Restricted Stock Unit Grant Notice (this ?Grant Notice?), subject to the terms and conditions of the iHeartMedia, Inc. 20

Form of Performance-Vesting Restricted Stock Unit Award Agreement (for Executive Officers) under the iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan (incorporated by reference to Exhibit 10.4 of iHeartMedia Inc.’s Quarterly Report on Form 10-Q filed on August 4, 2022).

Exhibit 10.4 IHEARTMEDIA, INC. 2021 LONG-TERM INCENTIVE AWARD PLAN PERFORMANCE RESTRICTED STOCK UNIT GRANT NOTICE iHeartMedia, Inc., a Delaware corporation (the ?Company?), has granted to the participant listed below (?Participant?) the Performance Restricted Stock Units (the ?PSUs?) described in this Performance Restricted Stock Unit Grant Notice (this ?Grant Notice?), subject to the terms and co

IHEARTMEDIA, INC. REPORTS RESULTS FOR 2022 SECOND QUARTER

Exhibit 99.1 IHEARTMEDIA, INC. REPORTS RESULTS FOR 2022 SECOND QUARTER New York, NY, August 4, 2022 ? iHeartMedia, Inc. (Nasdaq: IHRT) today reported financial results for the quarter ended June 30, 2022. Financial Highlights: Q2 2022 Consolidated Results ?Q2 Revenue of $954 million, up 11% YoY; in line with guidance of up approximately 10%-14% ?GAAP Operating income of $83 million vs. $28 million

Form of Performance-Vesting Restricted Stock Unit Award Agreement (for Pittman/Bressler) under the iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan (incorporated by reference to Exhibit 10.5 of iHeartMedia Inc.’s Quarterly Report on Form 10-Q filed on August 4, 2022).

EX-10.5 6 exhibit105-formofperforman.htm EX-10.5 Exhibit 10.5 IHEARTMEDIA, INC. 2021 LONG-TERM INCENTIVE AWARD PLAN PERFORMANCE RESTRICTED STOCK UNIT GRANT NOTICE iHeartMedia, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Performance Restricted Stock Units (the “PSUs”) described in this Performance Restricted Stock Unit Grant Notice (

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission File N

Form of Restricted Stock Unit Agreement for Deferred Cash Fees (for Directors) under the iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan (incorporated by reference to Exhibit 10.2 of iHeartMedia Inc.’s Quarterly Report on Form 10-Q filed on August 4, 2022).

Exhibit 10.2 IHEARTMEDIA, INC. 2021 LONG-TERM INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE iHeartMedia, Inc., a Delaware corporation (the ?Company?), has granted to the participant listed below (?Participant?) the Restricted Stock Units (the ?RSUs?) described in this Restricted Stock Unit Grant Notice (this ?Grant Notice?), subject to the terms and conditions of the iHeartMedia, Inc. 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38987 IHEARTMEDIA, INC. (Exact

Director Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 of iHeartMedia Inc.’s Quarterly Report on Form 10-Q filed on August 4, 2022).

Exhibit 10.1 IHEARTMEDIA, INC. DEFERRED COMPENSATION PLAN FOR DIRECTORS Effective as of July 1, 2022 TABLE OF CONTENTS Page(s) ARTICLE I. DEFINITIONS 3 ARTICLE II. PURPOSE; DEFERRAL ELECTIONS 5 ARTICLE III. DEFERRED COMPENSATION ACCOUNTS 6 ARTICLE IV. PAYMENT OF DEFERRED COMPENSATION 7 ARTICLE V. ADMINISTRATION; EFFECTIVENESS, AMENDMENT AND TERMINATION OF PLAN 8 ARTICLE VI. MISCELLANEOUS 9 2 IHEAR

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2022 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission File Nu

ABL Credit Agreement, dated as of May 17, 2022, by and among iHeartMedia Capital I, LLC, as holdings, iHeartCommunications, Inc., as borrower, the other guarantors party thereto from time to time, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and an L/C Issuer, and the other Lenders and L/C Issuers party thereto from time to time (incorporated by reference to Exhibit 10.1 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 19, 2022).

Exhibit 10.1 EXECUTION VERSION ABL CREDIT AGREEMENT Dated as of May 17, 2022, Among IHEARTMEDIA CAPITAL I, LLC, as Holdings, IHEARTCOMMUNICATIONS, INC., as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and an L/C Issuer, and THE OTHER LENDERS AND L/C ISSUERS PARTY HERETO FROM TIME TO TIME BOFA S

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2022 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission File Num

Form of iHeart Media, Inc. Restricted Stock Unit Award Agreement (for Executive Officers) under the iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan (incorporated by reference to Exhibit 10.1 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 13, 2022).

Exhibit 10.1 IHEARTMEDIA, INC. 2021 LONG-TERM INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE iHeartMedia, Inc., a Delaware corporation (the ?Company?), has granted to the participant listed below (?Participant?) the Restricted Stock Units (the ?RSUs?) described in this Restricted Stock Unit Grant Notice (this ?Grant Notice?), subject to the terms and conditions of the iHeartMedia, Inc. 20

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2022 iHeartMedia, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38987 26-0241222 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Form of iHeart Media, Inc. Restricted Stock Unit Award Agreement (for Pittman/Bressler) under the iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan (incorporated by reference to Exhibit 10.2 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 13, 2022).

Exhibit 10.2 IHEARTMEDIA, INC. 2021 LONG-TERM INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE iHeartMedia, Inc., a Delaware corporation (the ?Company?), has granted to the participant listed below (?Participant?) the Restricted Stock Units (the ?RSUs?) described in this Restricted Stock Unit Grant Notice (this ?Grant Notice?), subject to the terms and conditions of the iHeartMedia, Inc. 20

Form of iHeartMedia, Inc. Performance Restricted Stock Unit Award Agreement (for Pittman/Bressler)

EX-10.4 5 d278181dex104.htm EX-10.4 Exhibit 10.4 IHEARTMEDIA, INC. 2021 LONG-TERM INCENTIVE AWARD PLAN PERFORMANCE RESTRICTED STOCK UNIT GRANT NOTICE iHeartMedia, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Performance Restricted Stock Units (the “PSUs”) described in this Performance Restricted Stock Unit Grant Notice (this “Grant N

Form of iHeartMedia, Inc. Performance Restricted Stock Unit Award Agreement (for Executive Officers)

Exhibit 10.3 IHEARTMEDIA, INC. 2021 LONG-TERM INCENTIVE AWARD PLAN PERFORMANCE RESTRICTED STOCK UNIT GRANT NOTICE iHeartMedia, Inc., a Delaware corporation (the ?Company?), has granted to the participant listed below (?Participant?) the Performance Restricted Stock Units (the ?PSUs?) described in this Performance Restricted Stock Unit Grant Notice (this ?Grant Notice?), subject to the terms and co

IHRT / iHeartMedia Inc / Global Media & Entertainment Investments Ltd - AMENDMENT NO. 6 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 6)1 iHeartMedia, Inc. (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 45174J509 (CUSIP Number) Global Media & Entert

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38987 IHEARTMEDIA, INC. (Exact

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2022 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission File Numb

IHEARTMEDIA, INC. REPORTS RESULTS FOR 2022 FIRST QUARTER

Exhibit 99.1 IHEARTMEDIA, INC. REPORTS RESULTS FOR 2022 FIRST QUARTER New York, NY, May 5, 2022 ? iHeartMedia, Inc. (Nasdaq: IHRT) today reported financial results for the quarter ended March 31, 2022. Financial Highlights: Q1 2022 Consolidated Results ?Q1 Revenue of $843 million up 19.4% YoY; slightly exceeded high end of guidance range of up approximately 17%-19% ?GAAP Operating income of $12 mi

IHRT / iHeartMedia Inc / Global Media & Entertainment Investments Ltd - AMENDMENT NO. 5 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 5)1 iHeartMedia, Inc. (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 45174J509 (CUSIP Number) Global Media & Entert

IHRT / iHeartMedia Inc / Global Media & Entertainment Investments Ltd - AMENDMENT NO. 4 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 4)1 iHeartMedia, Inc. (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 45174J509 (CUSIP Number) Global Media & Entert

IHRT / iHeartMedia Inc / Global Media & Entertainment Investments Ltd - AMENDMENT NO. 3 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 3)1 iHeartMedia, Inc. (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 45174J509 (CUSIP Number) Global Media & Entert

Second Amended and Restated Employment Agreement between iHeartMedia, iHeartMedia Management Services, Inc. and Robert W. Pittman, dated March 28, 2022 (incorporated by reference to Exhibit 10.1 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on March 29, 2022).

Exhibit 10.1 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Second Amended and Restated Employment Agreement (?Agreement?) is entered into and effective this 28th day of March, 2022 (the ?Effective Date?) by and between iHeartMedia Management Services, Inc. (?iHMMS?) and iHeartMedia, Inc. (?iHeartMedia?, and together with iHMMS, the ?Company?) and Robert W. Pittman (the ?Employee?). WHEREAS

Amended and Restated Employment Agreement between iHeartMedia, iHeartMedia Management Services, Inc. and Richard J. Bressler, dated March 28, 2022 (incorporated by reference to Exhibit 10.2 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on March 29, 2022).

Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (?Agreement?) is entered into and effective this 28th day of March, 2022 (the ?Effective Date?) by and between iHeartMedia Management Services, Inc. (?iHMMS?) and iHeartMedia, Inc. (?iHeartMedia?, and together with iHMMS, the ?Company?) and Richard J. Bressler (the ?Employee?). WHEREAS, iHeartMedi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use

Form of Performance-Vesting Restricted Stock Unit Award Agreement (for Pittman/Bressler), dated March 28, 2022, under the iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan (incorporated by reference to Exhibit 10.3 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on March 29, 2022).

Exhibit 10.3 IHEARTMEDIA, INC. 2021 LONG-TERM INCENTIVE AWARD PLAN PERFORMANCE RESTRICTED STOCK UNIT GRANT NOTICE iHeartMedia, Inc., a Delaware corporation (the ?Company?), has granted to the participant listed below (?Participant?) the Performance Restricted Stock Units (the ?PSUs?) described in this Performance Restricted Stock Unit Grant Notice (this ?Grant Notice?), subject to the terms and co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 d276603ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box:

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 28, 2022 iHeartMedia, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38987 26-0241222 (State or Other Jurisdiction of Incorporation) (Commission File N

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2022 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission File N

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2022 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission Fil

Description of Securities

Exhibit 4.15 DESCRIPTION OF SECURITIES The following description of the capital stock of iHeartMedia, Inc. (the ?Company,? ?we,? ?us,? and ?our?) and certain provisions of our Fifth Amended and Restated Certificate of Incorporation, as amended from time to time (the ?Certificate?) and Second Amended and Restated Bylaws, as amended from time to time (the ?Bylaws?) is a summary and is qualified in i

First Supplemental Indenture, dated as of June 7, 2021, by and among iHeartCommunications, Inc., the guarantors party thereto, and U.S. Bank National Association, as trustee and collateral agent, governing the 6.375% Senior Secured Notes due 2026. (incorporated by reference to Exhibit 4.2 of iHeartMedia Inc.'s Annual Report on Form 10-K filed on February 23, 2022).

Exhibit 4.2 Execution Version FIRST SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?), dated as of June 7, 2021, by and among the parties that are signatories hereto with respect to the Indenture referred to below. WITNESSETH: WHEREAS, each of the Company, the Guarantors, the Trustee and the Collateral Agent have heretofore executed and delivered an indenture dated as of May 1, 2019 (as amend

First Supplemental Indenture, dated as of June 7, 2021, by and among iHeartCommunications, Inc., the guarantors party thereto, and U.S. Bank National Association, as trustee and collateral agent, governing the 5.25% Senior Secured Notes due 2027 (incorporated by reference to Exhibit 4.9 of iHeartMedia Inc.'s Annual Report on Form 10-K filed on February 23, 2022).

Exhibit 4.9 Execution Version FIRST SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?), dated as of June 7, 2021, by and among the parties that are signatories hereto with respect to the Indenture referred to below. WITNESSETH: WHEREAS, each of the Company, the Guarantors, the Trustee and the Collateral Agent have heretofore executed and delivered an indenture dated as of August 7, 2019 (as am

Employment Agreement, dated

Exhibit 10.31 EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is between iHeartMedia Management Services, Inc. (such entity together with all past, present, and future parents, divisions, operating companies, subsidiaries, and affiliates are referred to collectively herein as ?Company?) and Jordan Fasbender (?Employee?). 1.TERM OF EMPLOYMENT This Agreement commences on January 1, 2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2021, or ☐ Transition report pursuant to S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2021, or ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number 001-38987 IHEARTMEDIA, INC. (Exac

First Supplemental Indenture, dated as of June 7, 2021, by and among iHeartCommunications, Inc., the guarantors party thereto, and U.S. Bank National Association, as trustee and collateral agent, governing the 4.75% Senior Secured Notes due 2028 (incorporated by reference to Exhibit 4.12 of iHeartMedia Inc.'s Annual Report on Form 10-K filed on February 23, 2022).

Exhibit 4.12 Execution Version FIRST SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?), dated as of June 7, 2021, by and among the parties that are signatories hereto with respect to the Indenture referred to below. WITNESSETH: WHEREAS, each of the Company, the Guarantors, the Trustee and the Collateral Agent have heretofore executed and delivered an indenture dated as of November 22, 2019 (a

IHEARTMEDIA, INC. REPORTS RESULTS FOR 2021 FOURTH QUARTER AND FULL YEAR

Exhibit 99.1 IHEARTMEDIA, INC. REPORTS RESULTS FOR 2021 FOURTH QUARTER AND FULL YEAR New York, NY, February 23, 2022 ? iHeartMedia, Inc. (Nasdaq: IHRT) today reported financial results for the quarter and year ended December 31, 2021. Financial Highlights: Q4 2021 Consolidated Results ?Q4 Revenue of $1,062 million up 14% YoY; exceeding prior guidance of up approximately 10% ?Excluding the impact o

State of Incorporation

Exhibit 21: Subsidiaries of Registrant, iHeartMedia, Inc. Name State of Incorporation Austin Tower Company TX Broader Media Holdings, LLC DE The Black Effect, LLC DE iHM Licenses, LLC DE Christal Radio Sales, Inc. DE Critical Mass Media, Inc. OH iHeartCommunications, Inc. TX iHeartMedia + Entertainment, Inc. NV iHeartMedia Capital I, LLC DE iHeartMedia Capital II, LLC DE iHeartMedia Management Ser

First Supplemental Indenture, dated as of June 7, 2021, by and among iHeartCommunications, Inc., the guarantors party thereto, and U.S. Bank National Association, as trustee, governing the 8.375% Senior Notes due 2027 (incorporated by reference to Exhibit 4.5 of iHeartMedia Inc.'s Annual Report on Form 10-K filed on February 23, 2022).

Exhibit 4.5 Execution Version FIRST SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?), dated as of June 7, 2021, by and among the parties that are signatories hereto with respect to the Indenture referred to below. WITNESSETH: WHEREAS, each of the Company, the Guarantors, and the Trustee has heretofore executed and delivered an indenture dated as of May 1, 2019 (as amended, supplemented, waiv

IHRT / iHeartMedia Inc / Silver Point Capital L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* iHeartMedia, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 45174J509 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

IHRT / iHeartMedia Inc / PACIFIC INVESTMENT MANAGEMENT CO LLC - IHEARTMEDIA, INC. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION STATEMENT TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b) (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (b) (Amendment No. 3)* iHeartMedia, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 45174J509 (CUSIP Number) Dec

IHRT / iHeartMedia Inc / INVESCO SENIOR SECURED MANAGEMENT INC /ADV Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 3) iHeartMedia, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Classes of Securities) 45174J509 (CUSIP Numbers) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

IHRT / iHeartMedia Inc / DAVIDSON KEMPNER PARTNERS Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* iHeartMedia, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 45174J509 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

IHRT / iHeartMedia Inc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: iHeartMedia Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 45174J509 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule 13d-1(b)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2022 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission File

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2021 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission Fil

IHEARTMEDIA, INC. REPORTS RESULTS FOR 2021 THIRD QUARTER

Exhibit 99.1 IHEARTMEDIA, INC. REPORTS RESULTS FOR 2021 THIRD QUARTER New York, NY, November 4, 2021 ? iHeartMedia, Inc. (Nasdaq: IHRT) today reported financial results for the quarter ended September 30, 2021. Financial Highlights: Q3 2021 Consolidated Results ?Q3 Revenue of $928 million up 25% YoY; exceeding prior guidance of up approximately 20% ?Excluding the impact of Political, Q3 revenue wa

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2021 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38987 IHEARTMEDIA, INC. (E

IHRT / iHeartMedia Inc / Silver Point Capital L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* iHeartMedia, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 45174J509 (CUSIP Number) October 5, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

IHRT / iHeartMedia Inc / Liberty Media Corp - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1)* Under the Securities Exchange Act of 1934 IHEARTMEDIA, INC. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $.001 PER SHARE (Title of Class of Securities) 45174J509 (CUSIP Number) Renee L. Wilm Chief Legal Officer and Chief Administrative Officer Liberty Media Corporation 12300 Liberty Boulev

IHEARTMEDIA, INC. REPORTS RESULTS FOR 2021 SECOND QUARTER

Exhibit 99.1 IHEARTMEDIA, INC. REPORTS RESULTS FOR 2021 SECOND QUARTER New York, NY, August 5, 2021 ? iHeartMedia, Inc. (Nasdaq: IHRT) today reported financial results for the quarter ended June 30, 2021. Financial Highlights: Q2 2021 Results ?Q2 Revenue of $862 million up 77% YoY; surpassing guidance of up approximately 65% YoY ?Continued improvement vs. 2019, Q2 2021 down 6% vs. Q2 2019 compared

Form of Non-Employee Director Restricted Stock Unit Award Agreement under the iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan.

Exhibit 10.2 IHEARTMEDIA, INC. 2021 LONG-TERM INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT GRANT NOTICE (NON-EMPLOYEE DIRECTOR) iHeartMedia, Inc., a Delaware corporation (the ?Company?), has granted to the participant listed below (?Participant?) the Restricted Stock Units (the ?RSUs?) described in this Restricted Stock Unit Grant Notice (Non-Employee Director) (this ?Grant Notice?), subject to the

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2021 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38987 IHEARTMEDIA, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2021 IHEARTMEDIA, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2021 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission File Nu

Amendment No. 3, dated as of July 16, 2021, by and among iHeartCommunications, Inc., iHeartMedia Capital I, LLC, certain subsidiary guarantors party thereto, Bank of America, N.A. as administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 of iHeartMedia Inc.’s Current Report on Form 8-K filed on July 19, 2021).

Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 3, dated as of July 16, 2021 (this ?Amendment?), to the Credit Agreement dated as of May 1, 2019 (as amended by Amendment No. 1, dated February 3, 2020 and Amendment No. 2, dated July 16, 2020, Joinder Agreement to Credit Agreement, dated as of May 5, 2021, and as modified by the Successor Agent Agreement, dated February 3, 2020, the ?Credit Agreement?,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 2, 2021 iHeartMedia, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38987 26-0241222 (State or Other Jurisdiction of Incorporation) (Commission File Num

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2021 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission File Numb

(incorporated by reference to Exhibit 10.3 of iHeartMedia, Inc.’s Quarterly Report on Form 10-Q filed on May 6, 2021)

Exhibit 10.3 THIRD AMENDMENT TO THE EMPLOYMENT AGREEMENT This THIRD AMENDMENT TO THE EMPLOYMENT AGREEMENT (this ?Amendment?) is made as of March 17, 2021 (the ?Effective Date?) by iHeartMedia, Inc. (the ?Company?) and Richard J. Bressler (the ?Employee?). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement (as defined below). W I

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38987 IHEARTMEDIA, INC. (Exact

Third Amendment to Employment Agreement, by and between iHeartMedia, Inc. and Robert W. Pittman, dated March 16, 2021.

Exhibit 10.2 THIRD AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT This THIRD AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Amendment?) is made as of March 16, 2021 (the ?Effective Date?) by iHeartMedia, Inc. (the ?Company?) and Robert W. Pittman (the ?Employee?). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms i

IHEARTMEDIA, INC. REPORTS RESULTS FOR 2021 FIRST QUARTER

Exhibit 99.1 IHEARTMEDIA, INC. REPORTS RESULTS FOR 2021 FIRST QUARTER New York, NY, May 6, 2021 ? iHeartMedia, Inc. (Nasdaq: IHRT) today reported financial results for the quarter ended March 31, 2021. Financial Highlights: Q1 Results ?Q1 Revenue of $707 million down 9.5% YoY; excluding the impact of Political, Q1 Revenue was down 7% YoY ?Surpassing the Company's guidance of down 11-13% YoY, with

iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan

Exhibit 10.1 IHEARTMEDIA, INC. 2021 LONG-TERM INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan?s purpose is to enhance the Company?s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in the

iHeartMedia, Inc. 2021 Long-Term Incentive Award Plan (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 filed by iHeartMedia, Inc. on April 23, 2021).

Exhibit 99.1 IHEARTMEDIA, INC. 2021 LONG-TERM INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan?s purpose is to enhance the Company?s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 21, 2021 iHeartMedia, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38987 26-0241222 (State or Other Jurisdiction of Incorporation) (Commission File N

- S-8

As filed with the United States Securities and Exchange Commission on April 23, 2021 Registration No.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2021 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission File N

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2021 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission File N

- DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Conf

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)1 i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)1 iHeartMedia, Inc. (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 45174J509 (CUSIP Number) Global Media & Entert

CUSIP NO. 45174J509 13G Page 1 of 7

ihea21a3.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 45174J509 13G Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* IHEARTMEDIA, INC. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 45174J509 (CUSIP Number) February 28, 2021 (Da

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 iHeartMedia, Inc. (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 45174J509 (CUSIP Number) Global Media & Entert

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2021 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission File Nu

Description of Securities.

Exhibit 4.11 DESCRIPTION OF SECURITIES The following description of the capital stock of iHeartMedia, Inc. (the ?Company,? ?we,? ?us,? and ?our?) and certain provisions of our Fifth Amended and Restated Certificate of Incorporation, as amended from time to time (the ?Certificate?) and Second Amended and Restated Bylaws, as amended from time to time (the ?Bylaws?) is a summary and is qualified in i

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

EX-10.30 6 exhibit1030ihmedia2020q4.htm EX-10.30 Exhibit 10.30 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT WHEREAS, iHeartMedia Management Services, Inc. (“Company”) and Paul M. McNicol (“Employee”) entered into an Employment Agreement effective July 11, 2016, and a First Amendment effective May 1, 2019 “(collectively, the (“Agreement”); WHEREAS, the parties desire to amend the above-referenced Agree

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2021 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission Fil

IHEARTMEDIA, INC. REPORTS RESULTS FOR 2020 FOURTH QUARTER AND FULL YEAR

Exhibit 99.1 IHEARTMEDIA, INC. REPORTS RESULTS FOR 2020 FOURTH QUARTER AND FULL YEAR New York, NY, February 25, 2021 ? iHeartMedia, Inc. (Nasdaq: IHRT) today reported financial results for the quarter and year ended December 31, 2020. Financial Highlights: Q4 Results: Strong Sequential Improvement Continues ?Q4 Revenue of $936 million down 9% YoY, improving from down 22% YoY in Q3 and 47% YoY in Q

State of Incorporation

Exhibit 21: Subsidiaries of Registrant, iHeartMedia, Inc. Name State of Incorporation Austin Tower Company TX Broader Media Holdings, LLC DE The Black Effect, LLC DE iHM Licenses, LLC DE Christal Radio Sales, Inc. DE Critical Mass Media, Inc. OH iHeartCommunications, Inc. TX iHeartMedia + Entertainment, Inc. NV iHeartMedia Capital I, LLC DE iHeartMedia Capital II, LLC DE iHeartMedia Management Ser

First Amendment to Employment Agreement, effective January 1, 2021, by and between iHeartMedia, Inc. and Michael B. McGuinness (Incorporated by reference to Exhibit 10.26 to the Form 10-K filed by iHeartMedia, Inc. filed on February 25, 2021).

Exhibit 10.26 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT WHEREAS, iHeartMedia Management Services, Inc. (?Company?) and Michael McGuinness (?Employee?) entered into an Employment Agreement effective September 5, 2019 (?Agreement?); WHEREAS, the parties desire to amend the above-referenced Agreement; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby ac

Third Amended and Restated Bylaws of iHeartMedia, Inc. (incorporated by reference to Exhibit 3.2 of iHeartMedia, Inc.’s Annual Report on Form 10-K filed on February 25, 2021).

Exhibit 3.2 THIRD AMENDED AND RESTATED BYLAWS OF IHEARTMEDIA, INC. (THE ?CORPORATION?) (Amended and Restated February 23, 2021) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or indiv

SECONDTHIRD AMENDED AND RESTATED BYLAWS OF IHEARTMEDIA, INC. (THE “ CORPORATION”) (Amended and Restated May 1February 23, 20192021) ARTICLE I OFFICES

Exhibit 3.3 SECONDTHIRD AMENDED AND RESTATED BYLAWS OF IHEARTMEDIA, INC. (THE ? CORPORATION?) (Amended and Restated May 1February 23, 20192021) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corp

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2020, or ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number 001-38987 IHEARTMEDIA, INC. (Exac

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2021 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2) iHeartMedia, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Classes of Securities) (CUSIP Numbers) December 31, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2) iHeartMedia, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Classes of Securities) 45174J509 (CUSIP Numbers) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 2) * iHeartMedia, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 45174J509 (CUSIP Number) Ja

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* iHeartMedia, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) December 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* iHeartMedia, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 45174J509 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* iHeartMedia, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) December 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* iHeartMedia, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 45174J509 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* iHeartMedia, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) December 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* iHeartMedia, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 45174J509 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value, of iHeartMedia, Inc., a Delaware corporation. This Joint

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 iH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 iHeartMedia, Inc. (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 45174J509 (CUSIP Number) Honeycomb Investments

CUSIP NO. 45174J509 13G Page 1 of 7

ihea20a2.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 45174J509 13G Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.2)* IHEARTMEDIA, INC. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 45174J509 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Fi

iHeartMedia, Inc.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* iHeartMedia, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 45174J509 (CUSIP Number) January 8, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2021 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2020 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission Fil

Assistant Secretary’s Certificate of Liberty Media Corporation.*

Exhibit 7(b) ASSISTANT SECRETARY’S CERTIFICATE (Liberty Media Corporation) I, Ruth Huff, Assistant Secretary of Liberty Media Corporation (the “Corporation”), do hereby certify as follows: Each of Renee L.

IHRT / iHeartMedia, Inc. / Liberty Media Corp - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. )* Under the Securities Exchange Act of 1934 IHEARTMEDIA, INC. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $.001 PER SHARE (Title of Class of Securities) 45174J509 (CUSIP Number) Renee L. Wilm Chief Legal Officer Liberty Media Corporation 12300 Liberty Boulevard Englewood, Colorado 80112 (720)

IHEARTMEDIA, INC. REPORTS RESULTS FOR 2020 THIRD QUARTER

EX-99.1 2 ihmediaearningsrelease.htm EX-99.1 Exhibit 99.1 IHEARTMEDIA, INC. REPORTS RESULTS FOR 2020 THIRD QUARTER San Antonio, TX, November 9, 2020 – iHeartMedia, Inc. (Nasdaq: IHRT) today reported financial results for the quarter ended September 30, 2020. Financial Highlights Quarterly and Monthly Revenue Comparisons Continue to Show Sequential Improvement ▪Q3 Revenue up 53% sequentially, movin

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2020 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2020 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38987 IHEARTMEDIA, INC. (E

Unregistered Sales of Equity Securities, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 5, 2020 iHeartMedia, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38987 26-0241222 (State or Other Jurisdiction of Incorporation) (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 30, 2020 iHeartMedia, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38987 26-0241222 (State or Other Jurisdiction of Incorporation) (Commission Fi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2020 iHeartMedia, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38987 26-0241222 (State or Other Jurisdiction of Incorporation) (Commission File

Form of iHeartMedia, Inc. Restricted Stock Unit Award Agreement for Performance RSUs (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by iHeartMedia, Inc. on August 20, 2020).

EX-10.1 Exhibit 10.1 iHEARTMEDIA, INC. Restricted Stock Unit Award Agreement This Restricted Stock Unit Award Agreement (this “Award Agreement”), dated as of , 2020 (the “Effective Date”), evidences the grant of RSUs pursuant to the provisions of the 2019 Incentive Equity Plan (the “Plan”) of iHeartMedia, Inc. (the “Company”) to the individual whose name appears below (“Participant”), covering the

IHEARTMEDIA, INC. REPORTS RESULTS FOR 2020 SECOND QUARTER

Exhibit 99.1 IHEARTMEDIA, INC. REPORTS RESULTS FOR 2020 SECOND QUARTER San Antonio, TX, August 6, 2020 – iHeartMedia, Inc. (Nasdaq: IHRT) today reported financial results for the quarter ended June 30, 2020. Financial Highlights ▪Financial performance in the second quarter was significantly negatively impacted by the economic downturn resulting from the COVID-19 pandemic ("COVID-19"). ▪Total compa

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2020 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission File N

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38987 IHEARTMEDIA, INC. (Exact

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2020 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission File Nu

Amendment No. 2, dated as of July 16, 2020, by and among iHeartCommunications, Inc., iHeartMedia Capital I, LLC, certain subsidiary guarantors party thereto, Bank of America, N.A. and the other lenders party thereto (Incorporated by reference to Exhibit 10.1 to the Form 8-K filed by iHeartMedia, Inc. on July 16, 2020).

EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 2 (this “Amendment”) dated as of July 16, 2020, to the Credit Agreement (as defined below) by and among IHEARTCOMMUNICATIONS, INC., a Texas corporation (the “Borrower”), IHEARTMEDIA CAPITAL I, LLC, a Delaware limited liability company (“Holdings”), the other Guarantors party hereto, BANK OF AMERICA, N.A. as administrative agent and collateral ag

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2020 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission File Nu

IHRT / iHeartMedia, Inc. / BRIGADE CAPITAL MANAGEMENT, LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 4, 2020 iHeartMedia, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38987 26-0241222 (State or Other Jurisdiction of Incorporation) (Commission File Num

Second Amendment to Employment Agreement, by and between iHeartMedia, Inc. and Richard Bressler, dated June 4, 2020.

EX-10.2 Exhibit 10.2 SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT This SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “Amendment”) is made as of June 4, 2020 (the “Effective Date”) by iHeartMedia, Inc. (the “Company”) and Richard J. Bressler (the “Employee”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement (as defined belo

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Second Amendment to Amended and Restated Employment Agreement, by and between iHeartMedia, Inc. and Robert Pittman, dated June 4, 2020 (incorporated by reference to Exhibit 10.1 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on June 5, 2020).

EX-10.1 Exhibit 10.1 SECOND AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT This SECOND AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is made as of June 4, 2020 (the “Effective Date”) by iHeartMedia, Inc. (the “Company”) and Robert Pittman (the “Employee”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such te

Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Form 8-K filed by iHeartMedia, Inc. on May 8, 2020).

EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK OF IHEARTMEDIA, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware; We, Richard Bressler, President, Chief Operating Officer and Chief Financial Officer, and Paul McNicol, Executive Vice President and General Counsel, of iHeartMedia, Inc. a corpor

Rights Agreement, dated as of May 6, 2020, between iHeartMedia, Inc. and Computershare Trust Company, N.A., as Rights Agent (Incorporated by reference to Exhibit 4.1 to the Form 8-K filed by iHeartMedia, Inc. on May 8, 2020).

EX-4.1 Exhibit 4.1 IHEARTMEDIA, INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent RIGHTS AGREEMENT Dated as of May 6, 2020 TABLE OF CONTENTS Page Section 1. Certain Definitions 2 Section 2. Appointment of Rights Agent 11 Section 3. Issuance of Rights Certificates 11 Section 4. Form of Rights Certificates 14 Section 5. Countersignature and Registration 15 Section 6. Transfer, Split-Up, Co

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2020 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorporation) (Commission File Numb

- 8-A12B

8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES ACT OF 1934 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 26-0241222 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 2088

iHeartMedia Adopts Short-Term Stockholder Rights Plan

EX-99.1 Exhibit 99.1 iHeartMedia Adopts Short-Term Stockholder Rights Plan 5-6-2020 SAN ANTONIO—(BUSINESS WIRE)— iHeartMedia, Inc. (NASDAQ: IHRT) (“iHeartMedia” or the “Company”) today announced that its Board of Directors (the “Board”) has approved the adoption of a short-term stockholder rights plan (the “Rights Plan”) in order to protect the best interests of all iHeartMedia stockholders during

Certificate of Designation, Preferences and Rights of Series B Junior Participating Preferred Stock (Incorporated by reference to Exhibit 3.2 to the Form 8-K filed by iHeartMedia, Inc. on May 8, 2020).

EX-3.2 Exhibit 3.2 CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES B JUNIOR PARTICIPATING PREFERRED STOCK OF IHEARTMEDIA, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware; We, Richard Bressler, President, Chief Operating Officer and Chief Financial Officer, and Paul McNicol, Executive Vice President and General Counsel, of iHeartMedia, Inc., a corpo

IHEARTMEDIA, INC. REPORTS RESULTS FOR 2020 FIRST QUARTER

Exhibit 99.1 IHEARTMEDIA, INC. REPORTS RESULTS FOR 2020 FIRST QUARTER San Antonio, TX, May 7, 2020 – iHeartMedia, Inc. (Nasdaq: IHRT) today reported financial results for the quarter ended March 31, 2020. Financial Highlights ▪ Strong financial performance in January and February was followed by a sharp decline in revenue in March resulting from the effects of the coronavirus ("COVID-19") pandemic

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 ihrt8-k2020q1.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2020 IHEARTMEDIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-38987 26-0241222 (State or other jurisdiction of incorpor

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38987 IHEARTMEDIA, INC. (Exact