ihrt-20260331

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, 2026

☐			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 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.)

20880 Stone Oak Parkway
San Antonio,	Texas	78258
(Address of principal executive offices)		(Zip Code)

(210) 253-5000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share	IHRT	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated Filer ☒ Non-accelerated filer ☐ Smaller reporting company ☒ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class

Outstanding at May 6, 2026

~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~

Class A Common Stock, $.001 par value

130,062,201

Class B Common Stock, $.001 par value

21,090,196

IHEARTMEDIA, INC.

INDEX


		Page No.
Part I – Financial Information
Item 1.	Financial Statements	1
	Consolidated Balance Sheets	1
	Consolidated Statements of Comprehensive Loss	2
	Consolidated Statements of Changes in Stockholders' Deficit	3
	Consolidated Statements of Cash Flows	4
	Notes to Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	31
Part II – Other Information
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32

Item 3.	Defaults Upon Senior Securities	32

Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	33
Item 6.	Exhibits	33
Signatures		36

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

IHEARTMEDIA, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


(In thousands, except share and per share data)	March 31, 2026		December 31, 2025
	(Unaudited)
CURRENT ASSETS
Cash and cash equivalents	$	135,052	$	270,921
Accounts receivable, net of allowance of $30,288 in 2026 and $30,467 in 2025	853,556		959,446
Prepaid expenses	242,400		190,383
Other current assets	54,477		38,577
Total Current Assets	1,285,485		1,459,327
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, net	384,602		398,240
INTANGIBLE ASSETS AND GOODWILL
Indefinite-lived intangibles - licenses	601,440		601,440
Other intangibles, net	663,261		713,777
Goodwill	1,105,449		1,105,496
OTHER ASSETS
Operating lease right-of-use assets	617,902		625,788
Other assets	229,717		221,935
Total Assets	$	4,887,856	$	5,126,003
CURRENT LIABILITIES
Accounts payable	$	279,892	$	271,429
Current operating lease liabilities	62,050		60,968
Accrued expenses	198,211		297,296
Accrued interest	57,609		74,111
Deferred revenue	191,791		190,186
Current portion of long-term debt	74,721		73,429
Total Current Liabilities	864,274		967,419
Long-term debt	4,962,285		4,979,662
Noncurrent operating lease liabilities	666,779		674,192
Deferred income taxes	80,568		86,685
Other long-term liabilities	235,975		245,056
Commitments and contingent liabilities (Note 6)
STOCKHOLDERS' DEFICIT
Noncontrolling interest	3,359		4,629
Preferred stock, par value $0.001 per share, 100,000,000 shares authorized, no shares issued and outstanding	—		—
Class A Common Stock, par value $0.001 per share, 1,000,000,000 shares authorized, issued and outstanding 132,898,567 and 131,438,774 shares in 2026 and 2025, respectively	133		132
Class B Common Stock, par value $0.001 per share, authorized 1,000,000,000 shares, issued and outstanding 21,090,196 and 21,090,196 shares in 2026 and 2025, respectively	21		21
Special Warrants, 5,030,019 and 5,038,369 issued and outstanding in each of 2026 and 2025, respectively	—		—
Additional paid-in capital	2,998,874		2,995,250
Accumulated deficit	(4,908,172)		(4,812,949)
Accumulated other comprehensive loss	(2,170)		(1,878)
Cost of shares (2,911,074 in 2026 and 2,364,267 in 2025) held in treasury	(14,070)		(12,216)
Total Stockholders' Deficit	(1,922,025)		(1,827,011)
Total Liabilities and Stockholders' Deficit	$	4,887,856	$	5,126,003

See Notes to Consolidated Financial Statements

IHEARTMEDIA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)


(In thousands, except per share data)	Three Months Ended March 31,
	2026		2025
Revenue	$	884,200	$	807,101
Operating expenses:
Direct operating expenses (excludes depreciation and amortization)	375,067		356,326
Selling, general and administrative expenses (excludes depreciation and amortization)	426,192		380,794
Depreciation and amortization	81,377		91,901
Impairment charges	—		2,855
Other operating expense	78		659
Operating income (loss)	1,486		(25,434)
Interest expense, net	95,898		100,386
Loss on investments, net	(545)		(18,594)
Equity in earnings (loss) of nonconsolidated affiliates	(52)		50


Other expense, net	(320)		(1,160)
Loss before income taxes	(95,329)		(145,524)
Income tax expense	(289)		(135,359)
Net loss	(95,618)		(280,883)
Less amount attributable to noncontrolling interest	(395)		341
Net loss attributable to the Company	$	(95,223)	$	(281,224)
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments	(292)		102
Other comprehensive income (loss), net of tax	(292)		102
Comprehensive loss	(95,515)		(281,122)
Less amount attributable to noncontrolling interest	—		—
Comprehensive loss attributable to the Company	$	(95,515)	$	(281,122)

Net loss attributable to the Company per common share:
Basic	$	(0.61)	$	(1.84)
Weighted average common shares outstanding - Basic	155,789		152,480
Diluted	$	(0.61)	$	(1.84)
Weighted average common shares outstanding - Diluted	155,789		152,480

See Notes to Consolidated Financial Statements

IHEARTMEDIA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

(UNAUDITED)


(In thousands, except share data)						Controlling Interest
	Common Shares(1)			Non- controlling Interest		Common Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Treasury Stock
	Class A Shares	Class B Shares	Special Warrants													Total
Balances at December 31, 2025	131,438,774	21,090,196	5,038,369	$	4,629	$	153	$	2,995,250	$	(4,812,949)	$	(1,878)	$	(12,216)	$	(1,827,011)
Net loss				(395)		—		—		(95,223)		—		—		(95,618)
Vesting of restricted stock and other	1,451,443			—		1		(1)		—		—		(1,854)		(1,854)
Share-based compensation				—		—		3,625		—		—		—		3,625
Dividends declared and paid to noncontrolling interests				(875)		—		—		—		—		—		(875)
Conversion of Special Warrants to Class A and Class B Shares	8,350		(8,350)	—		—		—		—		—		—		—


Other comprehensive loss				—		—		—		—		(292)		—		(292)
Balances at March 31, 2026	132,898,567	21,090,196	5,030,019	$	3,359	$	154	$	2,998,874	$	(4,908,172)	$	(2,170)	$	(14,070)	$	(1,922,025)


(In thousands, except share data)						Controlling Interest
	Common Shares(1)			Non- controlling Interest		Common Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Treasury Stock
	Class A Shares	Class B Shares	Special Warrants													Total
Balances at December 31, 2024	127,474,033	21,285,914	5,039,323	$	5,289	$	149	$	2,975,703	$	(4,340,083)	$	(1,885)	$	(10,953)	$	(1,371,780)
Net income (loss)				341		—		—		(281,224)		—		—		(280,883)
Vesting of restricted stock and other	712,903			—		—		—		—		—		(643)		(643)
Share-based compensation				—		—		7,466		—		—		—		7,466
Dividends declared and paid to noncontrolling interests				(385)		—		—		—		—		—		(385)

Conversion of Class B Shares to Class A Shares	98,347	(98,347)		—		—		—		—		—		—		—

Other comprehensive income				—		—		—		—		102		—		102
Balances at March 31, 2025	128,285,283	21,187,567	5,039,323	$	5,245	$	149	$	2,983,169	$	(4,621,307)	$	(1,783)	$	(11,596)	$	(1,646,123)

(1)The Company's Preferred Stock is not presented in the data above as there were no shares issued and outstanding in 2026, 2025, or 2024.

See Notes to Consolidated Financial Statements

IHEARTMEDIA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


(In thousands)	Three Months Ended March 31,
	2026		2025
Cash flows from operating activities:
Net loss	$	(95,618)	$	(280,883)
Reconciling items:
Impairment charges	—		2,855
Depreciation and amortization	81,377		91,901
Deferred taxes	(6,124)		136,219
Provision for doubtful accounts	4,483		3,632
Amortization of deferred financing charges and note discounts, net	763		741
Share-based compensation	3,625		7,466
Loss on disposal of operating and other assets	65		332
Loss on investments	545		18,594
Equity in (income) loss of nonconsolidated subsidiaries	52		(50)

Barter and trade income	(40,089)		(25,854)
Other reconciling items, net	332		(125)
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
Decrease in accounts receivable	98,393		170,840
Increase in prepaid & other current assets	(31,852)		(39,042)
(Increase) Decrease in other long-term assets	1,498		(384)
Increase (Decrease) in accounts payable	13,804		(37,089)
Decrease in accrued expenses	(97,456)		(137,797)
Increase (Decrease) in accrued interest	(17,794)		24,463
Increase (Decrease) in deferred revenue	(837)		2,377
Increase (Decrease) in other long-term liabilities	(7,707)		860
Cash used for operating activities	(92,540)		(60,944)
Cash flows from investing activities:
Purchases of property, plant and equipment	(21,913)		(19,730)








Change in other, net	(1,611)		(337)
Cash used for investing activities	(23,524)		(20,067)
Cash flows from financing activities:


Payments on long-term debt	(16,870)		(9,966)
Dividends and other payments to noncontrolling interests	(875)		(385)



Change in other, net	(1,854)		(687)
Cash used for financing activities	(19,599)		(11,038)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(206)		183
Net decrease in cash, cash equivalents, and restricted cash	(135,869)		(91,866)
Cash, cash equivalents and restricted cash at beginning of period	270,921		259,580
Cash, cash equivalents and restricted cash at end of period	$	135,052	$	167,714
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	$	114,186	$	76,608
Cash paid for income taxes	121		2,136

See Notes to Consolidated Financial Statements

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – BASIS OF PRESENTATION

Preparation of Interim Financial Statements

All references in this Quarterly Report on Form 10-Q to the “Company,” “we,” “us” and “our” refer to iHeartMedia, Inc. and its consolidated subsidiaries. The accompanying consolidated financial statements were prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of management, include all normal and recurring adjustments necessary to present fairly the results of the interim periods shown. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such SEC rules and regulations. Management believes that the disclosures made are adequate to make the information presented not misleading. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

The Company reports based on three reportable segments:

▪the Multiplatform Group, which includes the Company's Broadcast radio, Networks and Sponsorships and Events businesses;

▪the Digital Audio Group, which includes all of the Company's Digital businesses, including Podcasting; and

▪the Audio & Media Services Group, which includes Katz Media Group (“Katz Media”), a full-service media representation business, and RCS Sound Software ("RCS"), a provider of scheduling and broadcast software and services.

The consolidated financial statements include the accounts of the Company and its subsidiaries. Also included in the consolidated financial statements are entities for which the Company has a controlling interest or is the primary beneficiary. Investments in companies which the Company does not control but exercises significant influence over operating and financial policies of the company are accounted for under the equity method. All intercompany transactions are eliminated in the consolidation process.

Economic Conditions

The Company's advertising revenue, cash flows, and cost of capital are impacted by changes in economic conditions. Higher interest rates and inflation have continued to contribute to a challenging macroeconomic environment. This environment has led to broader market uncertainty which has impacted the Company's revenues and cash flows. The Company is monitoring ongoing developments surrounding international trade and other geopolitical events that may pressure the advertising budgets of its customers and could impact our financial results in future periods. The current market uncertainty and macroeconomic conditions, a recession, a downturn in the U.S. economy, or uncertainty resulting from geopolitical events could have a significant impact on the Company's ability to generate revenue and cash flows.

As of March 31, 2026, the Company had approximately $135.1 million in cash and cash equivalents, and the $450.0 million senior secured asset-based revolving credit facility entered into on May 17, 2022 (the "ABL Facility") had a borrowing base of $439.2 million, $50.0 million of outstanding borrowings and $29.7 million of outstanding letters of credit, resulting in $359.5 million of borrowing base availability. The Company's total available liquidity as of March 31, 2026 was $494.6 million. Based on current available liquidity, the Company expects to be able to meet its obligations as they become due over the coming year.

Reclassifications

Certain prior period amounts have been reclassified to conform to the 2026 presentation.

Restricted Cash

As of March 31, 2026 and December 31, 2025, the Company did not have any restricted cash balances on the Consolidated Balance Sheets.

Certain Relationships and Related Party Transactions

From time to time, certain companies in which the Company holds minority equity interests, purchase advertising in the ordinary course. None of these ordinary course transactions have had a material impact on the Company.

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

New Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued Update 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). This update focuses on the disaggregation of income statement expenses, requiring entities to provide more detailed disclosures about certain expenses in their financial statements. The amendments of ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027. Early adoption is permitted and the amendments may be applied prospectively or retrospectively. The Company is currently evaluating the impact of this standard on its disclosures, including timing and method of adoption.

In September 2025, the FASB issued Update 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), which modernizes the accounting guidance for internal-use software costs. The amendments of ASU 2025-06 are effective for fiscal years beginning after December 15, 2027, and for interim reporting periods within those annual reporting periods. Early adoption is permitted and the amendments may be applied prospectively or retrospectively. The Company is currently evaluating the impact of this standard on its financial statements, including timing and method of adoption.

In December 2025, the FASB issued Update 2025-12 — Codification Improvements, which provides for several updates to the codification. The amendments of ASU 2025-12 are effective for annual periods beginning after December 15, 2026, and interim periods within those annual periods and early adoption is permitted. The Company is currently evaluating the impact of this standard on its financial statements, including timing and method of adoption.

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 2 – REVENUE

Disaggregation of Revenue

The following tables show revenue streams for the three months ended March 31, 2026 and 2025:


(In thousands)	Multiplatform Group		Digital Audio Group		Audio & Media Services Group		Eliminations		Consolidated
Three Months Ended March 31, 2026
Revenue from contracts with customers:
Broadcast Radio(1)	$	361,435	$	—	$	—	$	—	$	361,435
Networks(2)	97,245		—		—		—		97,245
Sponsorship and Events(3)	27,988		—		—		—		27,988
Digital, excluding Podcast(4)	—		179,948		—		(1,211)		178,737
Podcast(5)	—		147,194		—		—		147,194
Audio & Media Services(6)	—		—		66,581		(1,775)		64,806
Other(7)	6,716		—		—		—		6,716
Total	493,384		327,142		66,581		(2,986)		884,121
Revenue from leases(8)	79		—		—				79
Revenue, total	$	493,463	$	327,142	$	66,581	$	(2,986)	$	884,200

Three Months Ended March 31, 2025
Revenue from contracts with customers:
Broadcast Radio(1)	$	340,736	$	—	$	—	$	—	$	340,736
Networks(2)	99,463		—		—		—		99,463
Sponsorship and Events(3)	28,621		—		—		—		28,621
Digital, excluding Podcast(4)	—		161,251		—		(1,131)		160,120
Podcast(5)	—		116,036		—		—		116,036
Audio & Media Services(6)	—		—		59,323		(1,356)		57,967
Other(7)	4,067		—		—		—		4,067
Total	472,887		277,287		59,323		(2,487)		807,010
Revenue from leases(8)	91		—		—		—		91
Revenue, total	$	472,978	$	277,287	$	59,323	$	(2,487)	$	807,101

(1)Broadcast Radio revenue is generated through the sale of advertising time on the Company’s domestic radio stations.

(2)Networks revenue is generated through the sale of advertising on the Company’s Premiere and Total Traffic & Weather network programs and through the syndication of network programming to other media companies.

(3)Sponsorship and events revenue is generated through local events and major nationally-recognized tent pole events and include sponsorship and other advertising revenue, ticket sales, and licensing, as well as endorsement and appearance fees generated by on-air talent.

(4)Digital, excluding Podcast revenue is generated through the sale of streaming and display advertisements on digital platforms and through subscriptions to iHeartRadio streaming services.

(5)Podcast revenue is generated through the sale of advertising on the Company's podcast network.

(6)Audio & Media Services revenue is generated by services provided to broadcast industry participants through the Company’s Katz Media and RCS businesses. As a media representation firm, Katz Media generates revenue via commissions on media sold on behalf of the radio and television stations that it represents, while RCS generates revenue by providing broadcast software and media streaming, along with research services for radio stations, broadcast television stations, cable channels, record labels, ad agencies and Internet stations worldwide.

(7)Other revenue represents fees earned for miscellaneous services, including on-site promotions, activations, and local marketing agreements.

(8)Revenue from leases is primarily generated by the lease of towers to other media companies, which are all categorized as operating leases.

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Trade and Barter

Trade and barter transactions represent the exchange of advertising spots for merchandise, services, other advertising or other assets in the ordinary course of business. The transaction price for these contracts is measured at contract inception at the estimated fair value of the non-cash consideration received unless this is not reasonably estimable, in which case the consideration is measured based on the standalone selling price of the advertising spots promised or delivered to the customer. Trade and barter revenues and expenses, which are included in consolidated revenue and selling, general and administrative expenses, respectively, were as follows:


	Three Months Ended March 31,
(In thousands)	2026		2025
Consolidated:
Trade and barter revenues	$	118,737	$	49,365
Trade and barter expenses	(90,244)		(33,794)
Barter revenues for investments(1)	11,596		10,283
Total trade and barter income	$	40,089	$	25,854

(1) Revenue in connection with investments made in companies in exchange for advertising services.

The increase in trade and barter revenues and expenses in 2026 is the result of strategic marketing initiatives as discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part I, Item 2 of this Quarterly Report on Form 10-Q.

Deferred Revenue

The following tables show the Company’s deferred revenue balance from contracts with customers:


	Three Months Ended March 31,
(In thousands)	2026		2025
Deferred revenue from contracts with customers:
Beginning balance(1)	$	204,738	$	173,766
Revenue recognized, included in beginning balance	(68,978)		(66,932)
Additions, net of revenue recognized during period, and other	69,362		76,850
Ending balance	$	205,122	$	183,684

(1)Deferred revenue from contracts with customers, which excludes other sources of deferred revenue that are not related to contracts with customers, is included within deferred revenue and other long-term liabilities on the Consolidated Balance Sheets, depending upon when revenue is expected to be recognized.

The Company’s contracts with customers generally have terms of one year or less. However, as of March 31, 2026, the Company expects to recognize $259.1 million of revenue in future periods for remaining performance obligations from current contracts with customers that have an original expected duration greater than one year, with substantially all of this amount to be recognized over the next five years. Expected commissions related to the Company’s media representation business are not included in this amount as they are contingent upon future sales.

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 3 – LEASES

The Company enters into operating lease contracts for land, buildings, structures and other equipment. Arrangements are evaluated at inception to determine whether such arrangements contain a lease. Operating leases primarily include land and building lease contracts and leases of radio towers. Arrangements to lease building space consist primarily of the rental of office space, but may also include leases of other equipment, including automobiles and copiers. Operating leases are reflected on the Company's balance sheet within Operating lease right-of-use assets ("ROU assets") and the related short-term and long-term liabilities are included within Current and Noncurrent operating lease liabilities, respectively.

The Company's finance leases are included within Property, plant and equipment with the related liabilities included within Long-term debt.

ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the respective lease term. Lease expense is recognized on a straight-line basis over the lease term.

The Company tests for impairment of assets whenever events and circumstances indicate that such assets might be impaired. During the three months ended March 31, 2026, the Company recognized no non-cash impairment charges. During the three months ended March 31, 2025, the Company recognized non-cash impairment charges of $2.9 million due to changes in sublease assumptions for ROU assets related to certain operating leases for which management has made proactive decisions to abandon and sublease in connection with strategic actions to streamline the Company’s real estate footprint.

The implicit rate within the Company's lease agreements is generally not determinable. As such, the Company uses the incremental borrowing rate ("IBR") to determine the present value of lease payments at the commencement of the lease. The IBR, as defined in ASC 842, is "the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment."

The following table provides supplemental cash flow information related to leases for the periods presented:


	Three Months Ended March 31,
(In thousands)	2026		2025
Cash paid for amounts included in measurement of operating lease liabilities	$	32,037	$	36,644
Lease liabilities arising from obtaining right-of-use assets(1)	7,330		7,435

(1)Lease liabilities from obtaining right-of-use assets include new leases entered into during the three months ended March 31, 2026 and 2025, respectively.

The Company reflects changes in the lease liability and changes in the ROU asset on a net basis in the Statements of Cash Flows. The non-cash operating lease expense was $14.1 million and $15.7 million for the three months ended March 31, 2026 and 2025, respectively.

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 4 – PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND GOODWILL

Property, Plant and Equipment

The Company’s property, plant and equipment consisted of the following classes of assets:


(In thousands)	March 31, 2026		December 31, 2025
Land, buildings and improvements	$	304,423	$	304,437
Towers, transmitters and studio equipment	215,747		215,697
Computer equipment and software	761,043		749,083
Furniture and other equipment	54,128		54,129
Construction in progress	19,343		11,895
	1,354,684		1,335,241
Less: accumulated depreciation	970,082		937,001
Property, plant and equipment, net	$	384,602	$	398,240

Indefinite-lived Intangible Assets

The Company’s indefinite-lived intangible assets consist of FCC broadcast licenses in its Multiplatform Group segment.

Other Intangible Assets

Other intangible assets consists of definite-lived intangible assets, which primarily include customer and advertiser relationships, talent and representation contracts, trademarks and tradenames and other contractual rights, all of which are amortized over the shorter of either the respective lives of the agreements or over the period of time that the assets are expected to contribute directly or indirectly to the Company’s future cash flows. The Company periodically reviews the appropriateness of the amortization periods related to its definite-lived intangible assets. These assets are recorded at amortized cost.

The following table presents the gross carrying amount and accumulated amortization for each major class of other intangible assets.


(In thousands)	March 31, 2026				December 31, 2025
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Customer / advertiser relationships	$	1,652,388	$	(1,137,032)	$	1,652,388	$	(1,103,895)
Talent and other contracts	338,900		(295,891)		338,900		(287,167)
Trademarks and tradenames	335,936		(232,519)		335,936		(224,426)
Other	18,003		(16,524)		18,003		(15,962)
Total	$	2,345,227	$	(1,681,966)	$	2,345,227	$	(1,631,450)

Total amortization expense related to definite-lived intangible assets for the Company for the three months ended March 31, 2026 and 2025 was $50.6 million and $53.7 million, respectively.

The following table presents the Company’s estimate of amortization expense for each of the five succeeding fiscal years for definite-lived intangible assets:


(In thousands)
2027	$	174,374
2028	157,673
2029	130,718
2030	16,273
2031	14,616

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Goodwill

The following table presents the changes in the carrying amount of goodwill:


(In thousands)	Multiplatform Group		Digital Audio Group		Audio & Media Services Group		Consolidated
Balance as of December 31, 2025(1)	$	731,501	$	311,353	$	62,642	$	1,105,496



Foreign currency	—		—		(47)		(47)


Balance as of March 31, 2026	$	731,501	$	311,353	$	62,595	$	1,105,449

(1)Beginning goodwill balance is presented net of prior accumulated impairment losses of $2.0 billion related to its Multiplatform Group, $439.4 million related to its Digital Audio Group and $41.6 million related to its Audio & Media Services Group.

NOTE 5 – LONG-TERM DEBT

Long-term debt outstanding for the Company consisted of the following:


(In thousands)	March 31, 2026		December 31, 2025
Asset-based Revolving Credit Facility due 2027(1)	$	50,000	$	50,000
Term Loan Facility due 2026	5,095		5,095
Incremental Term Loan Facility due 2026	1,500		1,500
Term Loan Facility due 2029(2)	2,118,903		2,124,267
6.375% Senior Notes due 2026	44,644		44,644
5.25% Senior Notes due 2027	6,983		6,983
8.375% Senior Unsecured Notes due 2027	72,388		72,388
4.75% Senior Secured Notes due 2028	276,868		276,868
9.125% First Lien Notes due 2029	717,588		717,588
7.75% First Lien Notes due 2030	661,285		661,285
7.00% First Lien Notes due 2031	178,443		178,443
10.875% Second Lien Notes due 2030	675,165		675,165
Other secured subsidiary debt	5,112		3,934
Long-term debt fees	(6,766)		(7,220)
Debt Premium(3)	229,798		242,151
Total Debt	5,037,006		5,053,091
Less: Current portion	74,721		73,429
Total long-term debt	$	4,962,285	$	4,979,662

(1)As of March 31, 2026, the ABL Facility had a borrowing base of $439.2 million, $50.0 million outstanding borrowings and $29.7 million in outstanding letters of credit, resulting in $359.5 million of borrowing base availability.

(2)Quarterly amortization payments of $5.4 million (equal to 0.25% of the original principal amount) are required per the terms of the Term Loan Facility due 2029.

(3)The difference between the carrying value of the exchanged 5.25% Senior Notes, 4.75% Senior Secured Notes, and 8.375% Senior Unsecured Notes and the principal amount of the 7.75% First Lien Notes due 2030, 7.00% First Lien Notes due 2031 and 10.875% Second Lien Notes due 2030 was recorded as debt premium and will be reduced as contractual interest payments are made.

The Company’s weighted average interest rate was 9.0% as of both March 31, 2026 and December 31, 2025. The aggregate market value of the Company’s debt based on market prices for which quotes were available was approximately $4.0 billion and $4.4 billion as of March 31, 2026 and December 31, 2025, respectively. Under the fair value hierarchy established by ASC 820-10-35, the market value of the Company’s debt is classified as either Level 1 or Level 2. As of March 31, 2026, the Company was in compliance with all covenants related to its debt agreements.

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Surety Bonds and Letters of Credit

As of March 31, 2026, the Company and its subsidiaries had outstanding surety bonds and commercial standby letters of credit of $9.8 million and $29.7 million, respectively. These surety bonds and letters of credit relate to various operational matters including insurance, lease and performance bonds as well as other items.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

The Company and its subsidiaries are involved in certain legal proceedings arising in the ordinary course of business and, as required, have accrued an estimate of the probable costs for the resolution of those claims for which the occurrence of loss is probable and the amount can be reasonably estimated. These estimates have been developed in consultation with counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. It is possible, however, that future results of operations for any particular period could be materially affected by changes in the Company’s assumptions or the effectiveness of its strategies related to these proceedings. Additionally, due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on the Company’s financial condition or results of operations.

Although the Company is involved in a variety of legal proceedings in the ordinary course of business, a large portion of the Company’s litigation arises in the following contexts: commercial/contract disputes; defamation matters; employment and benefits related claims; intellectual property claims; real estate matters; governmental investigations; and tax disputes.

Alien Ownership Restrictions and FCC Declaratory Ruling

The Communications Act of 1934, as amended (the "Communications Act") and FCC regulation prohibit foreign entities and individuals from having direct or indirect ownership or voting rights of more than 25 percent in a corporation controlling the licensee of a radio broadcast station unless the FCC finds greater foreign ownership to be in the public interest. On November 5, 2020, the FCC issued a declaratory ruling, which permits the Company to be up to 100% foreign owned, subject to certain conditions (the "2020 Declaratory Ruling").

NOTE 7 – INCOME TAXES

The Company’s income tax benefit (expense) consisted of the following components:


(In thousands)	Three Months Ended March 31,
	2026		2025
Current tax benefit (expense)	$	(6,413)	$	860
Deferred tax benefit (expense)	6,124		(136,219)
Income tax expense	$	(289)	$	(135,359)

The effective tax rates for the three months ended March 31, 2026 and 2025 were (0.3)% and (93.0)%, respectively. The effective tax rates for these three-month periods were primarily impacted by increases in valuation allowances recorded against certain deferred assets, related primarily to disallowed interest expense carryforwards due to uncertainty regarding the Company's ability to utilize those assets in future periods.

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 8 – STOCKHOLDERS' DEFICIT

Pursuant to the Company's 2019 Equity Incentive Plan (the "2019 Plan"), the Company historically granted restricted stock units and options to purchase shares of the Company's Class A common stock to certain key individuals. On April 21, 2021, the 2021 Long-Term Incentive Award Plan (the “2021 Plan”) was approved by stockholders and replaced the 2019 Plan. At the 2023 Annual Meeting of Stockholders, an increase to the shares authorized for issuance under the 2021 Plan was approved. Pursuant to the 2021 Plan, the Company will continue to grant equity awards covering shares of the Company's Class A common stock to certain key individuals.

Share-based Compensation

Share-based compensation expenses are recorded in Selling, general and administrative expenses in the Consolidated Statements of Comprehensive Loss. The Company periodically issues restricted stock units ("RSUs") and performance-based RSUs ("Performance RSUs") to certain key employees, some of which are settled in cash. The RSUs vest solely due to continued service over time. The Performance RSUs generally vest upon the achievement of certain total relative stockholder return goals, Adjusted EBITDA goals, cost savings and other strategic goals (including debt refinancing and advertising sales reorganization initiatives) and continued service. The majority of these awards are measured over an approximately 1-year to 3-year period from the date of issuance.

The following table presents the Company's total share-based compensation expense by award type:


(In thousands)	Three Months Ended March 31,
	2026		2025
RSUs	$	3,122	$	5,328
Performance RSUs	(2,763)		3,529
Options	—		172
Total Share-Based Compensation Expense(1)	$	359	$	9,029

(1)Total share-based compensation expense includes $(3.3) million and $1.6 million of expense from cash-settled awards for the three months ended March 31, 2026 and March 31, 2025, respectively. The reduction in share-based compensation recognized in 2026 is due to changes in the Company’s stock price during the first quarter of 2026, resulting in lower expense associated with cash-settled awards.

As of March 31, 2026, there was $24.7 million of unrecognized compensation cost related to share-based compensation arrangements. This cost is expected to be recognized over a weighted average period of approximately 2.3 years and assumes Performance RSUs that have not reached their measurement dates will be fully earned at target.

Special Warrants

Each Special Warrant issued under the special warrant agreement entered into in connection with the Reorganization may be exercised by its holder to purchase one share of Class A common stock or Class B common stock at an exercise price of $0.001 per share, unless the Company in its sole discretion believes such exercise would, alone or in combination with any other existing or proposed ownership of common stock, result in, subject to certain exceptions, (a) such exercising holder owning more than 4.99% of the Company's outstanding Class A common stock, (b) more than 22.5% of the Company's capital stock or voting interests being owned directly or indirectly by foreign individuals or entities, (c) the Company exceeding any foreign ownership threshold set by the FCC pursuant to a declaratory ruling or specific approval requirement or (d) the Company violating any provision of the Communications Act or restrictions on ownership or transfer imposed by the Company's certificate of incorporation or the decisions, rules and policies of the FCC. Although the agreement governing the Special Warrants provides that the Company may decline to permit the exercise of Special Warrants if such exercise would result in more than 22.5% of its capital stock or voting interests being owned directly or indirectly by foreign individuals or entities, the Company received a ruling from the FCC permitting it to have up to 100% foreign ownership in the aggregate. Any holder exercising Special Warrants must complete and timely deliver to the warrant agent the required exercise forms and certifications required under the special warrant agreement.

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Computation of Loss per Share


(In thousands, except per share data)	Three Months Ended March 31,
	2026		2025
NUMERATOR:
Net loss attributable to the Company – common shares	$	(95,223)	$	(281,224)

DENOMINATOR(1):
Weighted average common shares outstanding - basic	155,789		152,480
Stock options and restricted stock(2):	—		—
Weighted average common shares outstanding - diluted	155,789		152,480

Net loss attributable to the Company per common share:
Basic	$	(0.61)	$	(1.84)
Diluted	(0.61)		(1.84)

(1)All of the outstanding Class B common stock and Special Warrants are included in both the basic and diluted weighted average common shares outstanding of the Company for the three months ended March 31, 2026 and 2025.

(2)Outstanding equity service awards representing 13.0 million and 16.6 million shares of Class A common stock of the Company for the three months ended March 31, 2026 and 2025, respectively, were not included in the computation of diluted earnings per share because to do so would have been antidilutive.

NOTE 9 – SEGMENT DATA

The Company’s primary businesses are included in its Multiplatform Group and Digital Audio Group segments. Revenue and expenses earned and charged between Multiplatform Group, Digital Audio Group, Audio & Media Services Group, and Corporate are eliminated in consolidation. The Multiplatform Group provides media and entertainment services via broadcast delivery and also includes the Company’s events and national syndication businesses. The Digital Audio Group provides media and entertainment services via digital delivery. The Audio & Media Services Group provides other audio and media services, including the Company’s media representation business (Katz Media) and its provider of scheduling and broadcast software (RCS). Corporate includes infrastructure and support, including executive, information technology, human resources, legal, finance, and administrative functions for the Company’s businesses.

Segment Adjusted EBITDA is the segment profitability metric reported to the Company’s Chief Operating Decision Maker ("CODM") for purposes of decisions about allocation of resources to, and assessing performance of, each reportable segment. The Company's CODM is its Chief Executive Officer.

The CODM uses Segment Adjusted EBITDA to evaluate the operating performance of each reportable segment, and to allocate resources. This measure is the primary measure used by management for the planning and forecasting of future periods, as well as for measuring performance for compensation of executives and segment management.

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following tables present the Company's segment results:


	Segments
(In thousands)	Multiplatform Group		Digital Audio Group		Audio & Media Services Group		Corporate and other reconciling items		Eliminations		Consolidated
Three Months Ended March 31, 2026
Revenue	$	493,463	$	327,142	$	66,581	$	—	$	(2,986)	$	884,200


Direct operating expenses(1)	199,526		170,100		6,200		—		(975)		374,851



Selling, general and administrative expenses(2)	246,973		70,227		35,934		65,593		(2,011)		416,716
Segment Adjusted EBITDA(3)	$	46,964	$	86,815	$	24,447	$	(65,593)	$	—	$	92,633
Depreciation and amortization											(81,377)
Impairment charges											—
Other operating expense, net											(78)
Restructuring expenses											(9,333)
Share-based compensation expense											(359)
Operating income											$	1,486

Segment Assets	$	3,567,793	$	569,636	$	244,169	$	511,523	$	(5,265)	$	4,887,856
Intersegment revenues	—		1,211		1,775		—		—		2,986
Capital expenditures	10,360		5,503		1,964		4,086		—		21,913


	Segments
(In thousands)	Multiplatform Group		Digital Audio Group		Audio & Media Services Group		Corporate and other reconciling items		Eliminations		Consolidated
Three Months Ended March 31, 2025
Revenue	$	472,978	$	277,287	$	59,323	$	—	$	(2,487)	$	807,101


Direct operating expenses(1)	199,669		145,921		7,084		—		(955)		351,719



Selling, general and administrative expenses(2)	203,302		44,283		36,441		68,300		(1,532)		350,794
Segment Adjusted EBITDA(3)	$	70,007	$	87,083	$	15,798	$	(68,300)	$	—	$	104,588
Depreciation and amortization											(91,901)
Impairment charges											(2,855)
Other operating expense, net											(659)
Restructuring expenses											(25,578)
Share-based compensation expense											(9,029)
Operating loss											$	(25,434)

Segment Assets	$	4,027,842	$	593,363	$	273,776	$	377,161	$	(4,049)	$	5,268,093
Intersegment revenues	—		1,131		1,356		—		—		2,487
Capital expenditures	5,929		5,856		5,627		2,318		—		19,730

IHEARTMEDIA, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

(1)Includes content, programming, and production costs as well as employee compensation, talent fees, event costs, and music license fees.

(2)Includes administrative employee compensation, sales commissions, trade and barter expense, and rent and utilities.

(3)For a definition of Adjusted EBITDA for the consolidated company and a reconciliation to Operating income (loss), the most closely comparable GAAP measure, and to Net loss, please see "Reconciliation of Operating income (loss) to Adjusted EBITDA" and "Reconciliation of Net loss to EBITDA and Adjusted EBITDA" in Item 2 of this Quarterly Report on Form 10-Q.

NOTE 10 – SUBSEQUENT EVENTS

Asset-Based Revolving Credit Facility Draw

On April 28, 2026, iHeartCommunications borrowed $75.0 million under the ABL Facility. This borrowing was executed in connection with the Company's short-term liquidity management strategy to provide financial flexibility in response to recent market uncertainty.

Debt Repayment at Maturity

On May 1, 2026, the Company repaid $51.2 million of outstanding debt, including repayments of the Term Loan Facility due 2026 for $5.1 million, the Incremental Term Loan Facility due 2026 for $1.5 million and the 6.375% Senior Notes due 2026 for $44.6 million. These payments were made in the ordinary course of business, in accordance with the original terms of the debt agreements, and did not result in any early extinguishment of debt or modification of existing terms. For more information about the Company's outstanding debt obligations, refer to Note 5, Long-Term Debt.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Format of Presentation

Management’s discussion and analysis of financial condition and results of operations (“MD&A”) should be read in conjunction with the consolidated financial statements and related footnotes contained in Part I, Item 1 of this Quarterly Report on Form 10-Q of iHeartMedia, Inc. (the "Company," "iHeartMedia," "we," "our," or "us").

We report based on three reportable segments:

▪the Multiplatform Group, which includes our Broadcast radio, Networks and Sponsorships and Events businesses;

▪the Digital Audio Group, which includes our Digital businesses, including Podcasting; and

▪the Audio & Media Services Group, which includes Katz Media Group (“Katz Media”), our full-service media representation business, and RCS Sound Software ("RCS"), a provider of scheduling and broadcast software and services.

These reporting segments reflect how senior management operates the Company. This structure provides visibility into the underlying performance, results, and margin profiles of our distinct businesses and enables senior management to monitor trends at the operational level and address opportunities or issues as they arise via regular review of segment-level results and forecasts with operational leaders.

Our segment profitability metric is Segment Adjusted EBITDA, which is reported to the Company's Chief Operating Decision Maker ("CODM") for purposes of making decisions about allocation of resources to, and assessing performance of, each reportable segment. The Company's CODM is our Chief Executive Officer. Segment Adjusted EBITDA is calculated as Revenue less Direct Operating Expenses and Selling, General and Administrative (“SG&A”) Expenses, excluding Restructuring expenses (as defined below) and share-based compensation expenses.

We believe the presentation of our results by segment provides insight into our broadcast radio business and our digital business. We believe that our ability to generate cash flow from operations from our businesses and our current liquidity will provide sufficient resources to fund and operate our business, fund capital expenditures and other obligations and make interest payments on our long-term debt for at least the next twelve months.

Certain prior period amounts have been reclassified to conform to the 2026 presentation.

Description of our Business

Our strategy centers on delivering entertaining and informative content where our listeners want to find it across our various platforms.

Multiplatform Group

The primary source of revenue for our Multiplatform Group is from selling local and national advertising time on our radio stations, with contracts typically less than one year in duration. The programming formats of our radio stations are designed to reach audiences with targeted demographic characteristics. We work closely with our advertising and marketing partners to develop tools and leverage data to enable advertisers to effectively reach their desired audiences. Our Multiplatform Group also generates revenue from network syndication, nationally recognized events and other miscellaneous transactions.

Management looks at our Multiplatform Group's operations’ overall revenue as well as each revenue stream including Broadcast Radio, Networks, and Sponsorship and Events. We periodically review and refine our selling structures in all regions and markets in an effort to maximize the value of our offering to advertisers and, therefore, our revenue.

Management also looks at Multiplatform Group's revenue by region and market size. Typically, larger markets can reach larger audiences with wider demographics than smaller markets. Additionally, management reviews our share of audio advertising revenues in markets where such information is available, as well as our share of target demographics listening in an average quarter hour. This metric gauges how well our formats are attracting and retaining listeners.

Management monitors revenue generated through our programmatic ad-buying platform, and our data analytics advertising product, to measure the success of our enhanced marketing optimization tools. We have made significant

investments so we can provide the same ad-buying experience that once was only available from digital-only companies and enable our clients to better understand how our assets can successfully reach their target audiences.

Management also monitors average advertising rates and cost per mille, the cost of every 1,000 advertisement impressions, which are principally based on the length of the spot and how many people in a targeted audience listen to our stations, as measured by an independent ratings service. In addition, our advertising rates are influenced by the time of day the advertisement airs, with morning and evening drive-time hours typically priced the highest. Our price and yield information systems enable our station managers and sales teams to adjust commercial inventory and pricing based on local market demand, as well as to manage and monitor different commercial durations in order to provide more effective advertising for our customers at what we believe are optimal prices. Yield is measured by management in a variety of ways, including revenue earned divided by minutes of advertising sold.

A portion of our Multiplatform Group segment’s expenses vary in connection with changes in revenue. These variable expenses primarily relate to costs in our programming and sales departments, including profit sharing fees and commissions.

Digital Audio Group

The primary source of revenue in the Digital Audio Group segment is the sale of advertising on our podcast network, iHeartRadio mobile application and website, and station websites. Revenues for digital advertising are recognized over time based on impressions delivered or time elapsed, depending upon the terms of the contract. Digital Audio Group’s contracts with advertisers are typically a year or less in duration and are generally billed monthly upon satisfaction of the performance obligations.

Through our Digital Audio Group, we continue to expand the choices for listeners. We derive revenue in this segment by developing and delivering our content and selling advertising across multiple digital distribution channels, including via our iHeartRadio mobile application, our station websites and other digital platforms that reach national, regional and local audiences.

Our strategy has enabled us to extend our leadership in the growing podcasting sector, and iHeartMedia is the number one podcast publisher in America. Our reach now extends across more than 500 platforms and thousands of different connected devices, and our digital business is comprised of podcasting, streaming, subscription, display advertisements, and other content that is disseminated over digital platforms.

A portion of our Digital Audio Group segment’s expenses vary in connection with changes in revenue. These variable expenses primarily relate to our content costs including profit sharing fees and third-party content costs, as well as sales commissions. Certain of our content costs, including digital music performance royalties, vary with the volume of listening hours on our digital platforms.

Audio & Media Services Group

Audio & Media Services Group revenue is generated by services provided to broadcast industry participants through our Katz Media and RCS businesses. As a media representation firm, Katz Media generates revenue via commissions on media sold on behalf of the radio and television stations that it represents, while RCS generates revenue by providing broadcast software and media streaming, along with research services for radio stations, broadcast television stations, cable channels, record labels, ad agencies and internet stations worldwide.

Economic Conditions

Our advertising revenue, cash flows, and cost of capital are impacted by changes in economic conditions. Higher interest rates and inflation have continued to contribute to a challenging macroeconomic environment. This environment has led to broader market uncertainty which has impacted our revenues and cash flows. We are monitoring ongoing developments surrounding international trade and other geopolitical events that may pressure the advertising budgets of our customers and could impact our financial results in future periods. The current market uncertainty and macroeconomic conditions, a recession, a downturn in the U.S. economy or uncertainty resulting from geopolitical events could have a significant impact on our ability to generate revenue and cash flows.

Modernization Initiatives

In the second quarter of 2026, we announced a new cost reduction initiative that is expected to generate an additional $50 million in annualized savings, and those savings will begin to be realized in the second half of 2026. This is in addition to the previously announced $100 million of in year 2026 savings, which is comprised of the $50 million of annualized savings announced in the fourth quarter of 2025, and the $50 million of annualized savings announced in the first quarter of 2026. In addition to these initiatives, we continue to explore opportunities for further efficiencies.

Strategic Marketing Initiatives

Beginning in the third quarter of 2025, we entered into non-cash strategic marketing initiatives designed to expand our digital audience and engagement and support the growth of our broadcast radio programmatic sales capabilities. We expect these initiatives to continue through the second quarter of 2026, with a significant reduction anticipated in the second half of 2026.

Executive Summary

Consolidated revenues for the first quarter of 2026 increased due to an increase in digital and podcast advertising revenue driven by a continued increase in demand for digital advertising, and an increase in trade revenue related to strategic marketing arrangements, partially offset by lower spending on radio advertising as a result of continued uncertain market conditions.

The key developments that impacted our business during the quarter are summarized below:

•Consolidated Revenue of $884.2 million increased $77.1 million, or 9.6%, during the quarter ended March 31, 2026 compared to Consolidated Revenue of $807.1 million in the prior year's first quarter.

•Multiplatform Group Revenue increased $20.5 million, or 4.3%, and Segment Adjusted EBITDA decreased $23.0 million, or 32.9%, compared to the prior year's first quarter, respectively.

•Digital Audio Group Revenue increased $49.9 million, or 18.0%, and Segment Adjusted EBITDA decreased $0.3 million, or 0.3%, compared to the prior year's first quarter, respectively.

•Audio & Media Services Group Revenue increased $7.3 million, or 12.2%, and Segment Adjusted EBITDA increased $8.6 million, or 54.7%, compared to the prior year's first quarter, respectively.

•Operating income of $1.5 million improved $26.9 million from Operating loss of $25.4 million in the prior year’s first quarter.

•Net loss of $95.6 million improved $185.3 million from $280.9 million in the prior year's first quarter.

•Cash flows used for operating activities of $92.5 million increased from cash flows used for operating activities of $60.9 million in the prior year's first quarter.

•Adjusted EBITDA(1) of $92.6 million decreased $12.0 million from $104.6 million in the prior year's first quarter.

•Free cash flow(2) of $(114.5) million decreased from $(80.7) million in the prior year's first quarter.

The table below presents a summary of our historical results of operations for the periods presented:


(In thousands)	Three Months Ended March 31,				%
	2026		2025		Change
Revenue	$	884,200	$	807,101	9.6	%
Operating income (loss)	1,486		(25,434)		(105.8)	%
Net loss	(95,618)		(280,883)		(66.0)	%
Cash used for operating activities	(92,540)		(60,944)		51.8	%

Adjusted EBITDA(1)	$	92,633	$	104,588	(11.4)	%
Free cash flow(2)	(114,453)		(80,674)		41.9	%

(1)For a definition of Adjusted EBITDA and a reconciliation to Operating income (loss), the most closely comparable U.S. generally accepted accounting principles ("GAAP") measure, and to Net loss, please see "Reconciliation of Operating income (loss) to Adjusted EBITDA" and "Reconciliation of Net loss to EBITDA and Adjusted EBITDA" in this MD&A.

(2)For a definition of Free cash flow and a reconciliation to Cash used for operating activities, the most closely comparable GAAP measure, please see “Reconciliation of Cash used for operating activities to Free cash flow” in this MD&A.

Results of Operations

The table below presents the comparison of our historical results of operations:


(In thousands)	Three Months Ended March 31,
	2026		2025
Revenue	$	884,200	$	807,101
Operating expenses:
Direct operating expenses (excludes depreciation and amortization)	375,067		356,326
Selling, general and administrative expenses (excludes depreciation and amortization)	426,192		380,794
Depreciation and amortization	81,377		91,901
Impairment charges	—		2,855
Other operating expense	78		659
Operating income (loss)	1,486		(25,434)
Interest expense, net	95,898		100,386
Loss on investments, net	(545)		(18,594)
Equity in earnings (loss) of nonconsolidated affiliates	(52)		50


Other expense, net	(320)		(1,160)
Loss before income taxes	(95,329)		(145,524)
Income tax expense	(289)		(135,359)
Net loss	(95,618)		(280,883)
Less amount attributable to noncontrolling interest	(395)		341
Net loss attributable to the Company	$	(95,223)	$	(281,224)

The table below presents the comparison of our revenue streams:


(In thousands)	Three Months Ended March 31,				%
	2026		2025		Change
Broadcast Radio	$	361,435	$	340,736	6.1	%
Networks	97,245		99,463		(2.2)	%
Sponsorship and Events	27,988		28,621		(2.2)	%
Other	6,795		4,158		63.4	%
Multiplatform Group	493,463		472,978		4.3	%
Digital, excluding Podcast	179,948		161,251		11.6	%
Podcast	147,194		116,036		26.9	%
Digital Audio Group	327,142		277,287		18.0	%
Audio & Media Services Group	66,581		59,323		12.2	%
Eliminations	(2,986)		(2,487)
Revenue, total	$	884,200	$	807,101	9.6	%

Consolidated results for the three months ended March 31, 2026 compared to the consolidated results for the three months ended March 31, 2025 were as follows:

Revenue

Consolidated revenue increased $77.1 million during the three months ended March 31, 2026 compared to the same period of 2025. Multiplatform Group revenue increased $20.5 million, or 4.3%, primarily resulting from an increase in non-cash trade revenue resulting from strategic marketing initiatives, partially offset by a decrease in broadcast advertising in connection with continued uncertain market conditions. Digital Audio Group revenue increased $49.9 million, or 18.0%, driven primarily by continuing increases in demand for digital and podcast advertising, as well as increased non-cash trade revenue resulting from strategic marketing initiatives. Audio & Media Services revenue increased $7.3 million, or 12.2%, primarily as a result of strong demand for digital advertising.

Direct Operating Expenses

Consolidated direct operating expenses increased $18.7 million, or 5.3%, during the three months ended March 31, 2026, compared to the same period of 2025. The increase was primarily driven by higher variable content costs, including higher third-party digital costs related to the increase in digital revenues, partially offset by a decrease in employee compensation cost related to our modernization initiatives.

Selling, General and Administrative Expenses

Consolidated SG&A expenses increased $45.4 million, or 11.9%, during the three months ended March 31, 2026, compared to the same period of 2025. The increase was driven primarily by an increase in non-cash trade and barter expense associated with revenues generated by strategic marketing initiatives entered into in the prior year, partially offset by decreased cash-settled share-based compensation expense driven by changes in our stock price.

Depreciation and Amortization

Depreciation and amortization decreased $10.5 million during the three months ended March 31, 2026 compared to the same period of 2025 primarily as a result of a lower fixed asset base due to lower levels of capital expenditures.

Interest Expense, net

Interest expense decreased $4.5 million during the three months ended March 31, 2026 compared to the same period of 2025 primarily as a result of a decrease in interest rates associated with our floating-rate debt.

Loss On Investments, Net

During the three months ended March 31, 2025, we recognized a loss on investments, net of $18.6 million related to declines in the value of our investments.

Income Tax Expense

Our effective tax rates for the three months ended March 31, 2026 and 2025 were (0.3)% and (93.0)%, respectively. The effective tax rates for these three-month periods were primarily impacted by changes in the forecasted increase in valuation allowances recorded against certain deferred assets, related primarily to disallowed interest expense carryforwards due to uncertainty regarding the Company's ability to utilize those assets in future periods.

Net Loss Attributable to the Company

Net loss attributable to the Company improved $186.0 million to $95.2 million during the three months ended March 31, 2026 compared to $281.2 million during the three months ended March 31, 2025. The improvement was primarily due to the income tax benefit during the three months ended March 31, 2026 compared to the income tax expense during the three months ended March 31, 2025, as discussed above.

Multiplatform Group Results


(In thousands)	Three Months Ended March 31,						%
	2026			2025			Change
Revenue	$	493,463		$	472,978		4.3	%


Operating expenses(1)	446,499			402,971			10.8	%
Segment Adjusted EBITDA	$	46,964		$	70,007		(32.9)	%
Segment Adjusted EBITDA margin	9.5		%	14.8		%

(1)Operating expenses consist of Direct operating expenses and Selling, general and administrative expenses, excluding Restructuring expenses.

Revenue from our Multiplatform Group increased $20.5 million compared to the prior year primarily resulting from an increase in non-cash trade revenue resulting from strategic marketing initiatives, partially offset by a decrease in broadcast advertising in connection with continued uncertain market conditions. Broadcast revenue increased $20.7 million, or 6.1%, year-over-year, driven by an increase in non-cash trade revenue resulting from strategic marketing initiatives, partially offset by lower spot revenue. Networks decreased $2.2 million, or 2.2%, year-over-year. Revenue from Sponsorship and Events decreased $0.6 million, or 2.2%, year-over-year.

Operating expenses increased $43.5 million, driven primarily by higher trade and barter expenses resulting from strategic marketing initiatives.

Digital Audio Group Results


(In thousands)	Three Months Ended March 31,						%
	2026			2025			Change
Revenue	$	327,142		$	277,287		18.0	%


Operating expenses(1)	240,327			190,204			26.4	%
Segment Adjusted EBITDA	$	86,815		$	87,083		(0.3)	%
Segment Adjusted EBITDA margin	26.5		%	31.4		%

(1)Operating expenses consist of Direct operating expenses and Selling, general and administrative expenses, excluding Restructuring expenses.

Revenue from our Digital Audio Group increased $49.9 million compared to the prior year, driven by Podcast revenue which increased by $31.2 million, or 26.9% year-over-year, primarily due to a continued increase in demand for podcasting from advertisers, and Digital, excluding Podcast revenue, which increased $18.7 million, or 11.6% year-over-year, primarily due to an increase in demand for digital advertising, as well as increased non-cash trade revenue resulting from strategic marketing initiatives.

Operating expenses increased $50.1 million, primarily driven by higher variable content costs, including third-party digital costs related to the increase in revenues, and higher non-cash trade expense resulting from strategic marketing initiatives.

Audio & Media Services Group Results


(In thousands)	Three Months Ended March 31,						%
	2026			2025			Change
Revenue	$	66,581		$	59,323		12.2	%


Operating expenses(1)	42,134			43,525			(3.2)	%
Segment Adjusted EBITDA	$	24,447		$	15,798		54.7	%
Segment Adjusted EBITDA margin	36.7		%	26.6		%

(1)Operating expenses consist of Direct operating expenses and Selling, general and administrative expenses, excluding Restructuring expenses.

Revenue from our Audio & Media Services Group increased $7.3 million compared to the prior year period primarily due to an increase in digital revenues.

Operating expenses decreased $1.4 million primarily due to a decrease in employee compensation cost due to our modernization initiatives.

Reconciliation of Operating income (loss) to EBITDA and Adjusted EBITDA


(In thousands)	Three Months Ended March 31,
	2026		2025
Operating income (loss)	$	1,486	$	(25,434)
Depreciation and amortization	81,377		91,901
Impairment charges	—		2,855
Other operating expense	78		659
Restructuring expenses	9,333		25,578
Share-based compensation expense	359		9,029
Adjusted EBITDA(1)	$	92,633	$	104,588

Reconciliation of Net loss to EBITDA and Adjusted EBITDA


(In thousands)	Three Months Ended March 31,
	2026		2025
Net loss	$	(95,618)	$	(280,883)
Income tax expense	289		135,359
Interest expense, net	95,898		100,386
Depreciation and amortization	81,377		91,901
EBITDA	$	81,946	$	46,763
Loss on investments, net	545		18,594


Other expense, net	320		1,160
Equity in (earnings) loss of nonconsolidated affiliates	52		(50)
Impairment charges	—		2,855
Other operating expense	78		659
Restructuring expenses	9,333		25,578
Share-based compensation expense	359		9,029
Adjusted EBITDA(1)	$	92,633	$	104,588

(1)We define Adjusted EBITDA as consolidated Operating income (loss) adjusted to exclude restructuring expenses included within Direct operating expenses and SG&A expenses, and share-based compensation expenses included within SG&A expenses, as well as the

following line items presented in our Statements of Operations: Depreciation and amortization, Impairment charges and Other operating expense. Alternatively, Adjusted EBITDA is calculated as Net loss, adjusted to exclude Income tax expense, Interest expense, net, Depreciation and amortization, Loss on investments, net, Loss on extinguishment of debt, Other (income) expense, net, Equity in (earnings) loss of nonconsolidated affiliates, Impairment charges, Other operating expense, Restructuring expenses and Share-based compensation expense. Restructuring expenses primarily include expenses incurred in connection with cost-saving initiatives, as well as certain expenses, which, in the view of management, are outside the ordinary course of business or otherwise not representative of the Company's operations during a normal business cycle. We use Adjusted EBITDA, among other measures, to evaluate the Company’s operating performance. This measure is among the primary measures used by management for the planning and forecasting of future periods, as well as for measuring performance for compensation of executives and other members of management. We believe this measure is an important indicator of our operational strength and performance of our business because it provides a link between operational performance and Operating income (loss). We believe the presentation of this measure is relevant and useful for investors because it allows investors to view performance in a manner similar to the method used by management. We believe it helps improve investors’ ability to understand our operating performance and makes it easier to compare our results with other companies that have different capital structures or tax rates. In addition, we believe this measure is also among the primary measures used externally by our investors, analysts and peers in our industry for purposes of valuation and comparing our operating performance to other companies in our industry. Since Adjusted EBITDA is not a measure calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, Operating income (loss) or Net loss as an indicator of operating performance and may not be comparable to similarly titled measures employed by other companies. Adjusted EBITDA is not necessarily a measure of our ability to fund our cash needs. Because it excludes certain financial information compared with operating income and compared with consolidated Net loss, the most directly comparable GAAP financial measures, users of this financial information should consider the types of events and transactions which are excluded.

Reconciliation of Cash used for operating activities to Free Cash Flow


(In thousands)	Three Months Ended March 31,
	2026		2025
Cash used for operating activities	$	(92,540)	$	(60,944)
Purchases of property, plant and equipment	(21,913)		(19,730)
Free cash flow(1)	$	(114,453)	$	(80,674)

(1)We define Free cash flow ("Free Cash Flow") as Cash used for operating activities less capital expenditures, which is disclosed as Purchases of property, plant and equipment in the Company's Consolidated Statements of Cash Flows. We use Free Cash Flow, among other measures, to evaluate the Company’s liquidity and its ability to generate cash flow. We believe that Free Cash Flow is meaningful to investors because we review cash flows generated from operations after taking into consideration capital expenditures due to the fact that these expenditures are considered to be a necessary component of ongoing operations. In addition, we believe that Free Cash Flow helps improve investors' ability to compare our liquidity with other companies. Since Free Cash Flow is not a measure calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, Cash used for operating activities and may not be comparable to similarly titled measures employed by other companies. Free Cash Flow is not necessarily a measure of our ability to fund our cash needs.

Share-Based Compensation Expense

On April 21, 2021, our 2021 Long-Term Incentive Award Plan (the "2021 Plan") was approved by stockholders and replaced the prior plan. On February 23, 2023, our Board adopted an amendment to the 2021 Plan, which provided for an increase to the shares authorized for issuance under the 2021 Plan. At our 2023 Annual Meeting of Stockholders, the amendment was approved. Pursuant to our 2021 Plan, we may grant restricted stock units and options to purchase shares of the Company's Class A common stock to certain key individuals.

Share-based compensation expenses are recorded in SG&A expenses and were $0.4 million and $9.0 million for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, there was $24.7 million of unrecognized compensation cost related to unvested share-based compensation arrangements. This cost is expected to be recognized over a weighted average period of approximately 2.3 years and assumes Performance RSUs will be fully earned at target. See Note 8, Stockholders' Deficit, for more information.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

The following discussion highlights cash flow activities during the periods presented:


(In thousands)	Three Months Ended March 31,
	2026		2025
Cash provided by (used for):
Operating activities	$	(92,540)	$	(60,944)
Investing activities	(23,524)		(20,067)
Financing activities	(19,599)		(11,038)
Free Cash Flow(1)	(114,453)		(80,674)

(1)For a definition of Free Cash Flow and a reconciliation to Cash used for operating activities, the most closely comparable GAAP measure, please see “Reconciliation of Cash used for operating activities to Free Cash Flow” in this MD&A.

Operating Activities

Cash used for operating activities was $92.5 million during the three months ended March 31, 2026 compared to $60.9 million used for operating activities during the three months ended March 31, 2025. The increase was primarily driven by the timing of receivable collections, as well as the timing of interest payments. Accrued interest was paid in the fourth quarter of 2024 for the debt exchange transaction that would have been paid in the first quarter of 2025 under the old debt terms.

Investing Activities

Cash used for investing activities of $23.5 million during the three months ended March 31, 2026 primarily reflects $21.9 million in cash used for capital expenditures. For capital expenditures, we spent $10.4 million in our Multiplatform Group segment primarily related to our IT infrastructure and real estate optimization initiatives, $5.5 million in our Digital Audio Group segment primarily related to IT infrastructure, $2.0 million in our Audio & Media Services Group segment, primarily related to software, and $4.0 million in Corporate primarily related to equipment and software purchases.

Cash used for investing activities of $20.1 million during the three months ended March 31, 2025 primarily reflects $19.7 million in cash used for capital expenditures. For capital expenditures, we spent $5.9 million in our Multiplatform Group segment primarily related to our IT infrastructure and real estate optimization initiatives, $5.9 million in our Digital Audio Group segment primarily related to IT infrastructure, $5.6 million in our Audio & Media Services Group segment primarily related to software, and $2.3 million in Corporate primarily related to equipment and software purchases.

Financing Activities

Cash used for financing activities totaled $19.6 million during the three months ended March 31, 2026 primarily due to quarterly amortization payments on the Term Loans due 2029 and payments reducing our debt premium.

Cash used for financing activities totaled $11.0 million during the three months ended March 31, 2025 primarily related to the quarterly amortization payment on the Term Loans due 2029 and payments reducing our debt premium recorded in connection with the debt exchange transaction completed in the fourth quarter of 2024.

Sources of Liquidity and Anticipated Cash Requirements

Our primary sources of liquidity are cash on hand, which consisted of cash and cash equivalents of $135.1 million as of March 31, 2026, and cash flows from operations. During the year ended December 31, 2025, iHeartCommunications, Inc. (“iHeartCommunications”), our indirect wholly-owned subsidiary, borrowed $100 million under the $450.0 million senior secured asset-based revolving credit facility entered into on May 17, 2022 (the "ABL Facility"), of which $50.0 million was repaid during the fourth quarter of 2025. This borrowing was executed as a short-term liquidity management strategy to provide financial flexibility in response to recent market uncertainty. The funds remain available to support working capital requirements and general corporate purposes. As of March 31, 2026, the ABL Facility had a borrowing base of $439.2 million, and $29.7 million of outstanding letters of credit, resulting in $359.5 million available for borrowing following the $50.0 million of outstanding borrowings. Our total available liquidity1 as of March 31, 2026 was $494.6 million.

The ABL Facility matures on May 17, 2027, and we are assessing refinancing options to enhance liquidity, extend the maturity profile, and support ongoing working capital needs.

We regularly evaluate the impact of economic conditions on our business. A challenging macroeconomic environment has led to market uncertainty which has continued to negatively impact our revenues and cash flows. For the three months ended March 31, 2026, our consolidated revenues increased compared to the three months ended March 31, 2025 primarily due to an increase in non-cash trade revenue resulting from strategic marketing initiatives, as well as revenue growth in our Digital Audio Group, partially offset by lower broadcast revenue in our Multiplatform Group, among other factors discussed in the Results of Operations section of this MD&A. Although we cannot predict future economic conditions or the impact of any potential contraction of economic growth on our business, we believe that we have sufficient liquidity to continue to fund our operations for at least the next twelve months.

We are a party to many contractual obligations involving commitments to make payments to third parties. These obligations impact our short-term and long-term liquidity and capital resource needs. Certain contractual obligations are reflected on the Consolidated Balance Sheet as of March 31, 2026, while others are considered future commitments. Our contractual obligations primarily consist of long-term debt and related interest payments, commitments under non-cancelable operating lease agreements, employment and talent contracts, and music license fees. In addition to our contractual obligations, we expect that our primary anticipated uses of liquidity for the next twelve months will be to fund fluctuations in working capital, make interest and tax payments, fund capital expenditures, make voluntary debt repayments and pursue other strategic opportunities, and maintain operations.

Assuming the current level of borrowings and interest rates in effect at March 31, 2026, we anticipate cash payments to service our debt of approximately $377.2 million in the remainder of 2026. These debt service cash payments include principal amounts maturing in 2026, interest, quarterly term loan amortization payments and payments related to the debt premium. The increase in payments is primarily due to debt maturity payments made in the second quarter of 2026. Future increases in interest rates could have a significant impact on our cash interest payments.

We acknowledge the challenges posed by market uncertainty as a result of global economic weakness and other macroeconomic and political trends, including ongoing developments surrounding geopolitical events, however, we remain confident in our business, our employees and our strategy. Further, we believe our available liquidity will allow us to fund capital expenditures and other obligations and make interest and debt maturity payments on our long-term debt for at least the next twelve months. If these sources of liquidity need to be augmented, additional cash requirements would likely be financed through the issuance of debt or equity securities; however, there can be no assurances that we will be able to obtain additional debt or equity financing on acceptable terms or at all in the future.

We frequently evaluate strategic opportunities. We expect from time to time to pursue other strategic opportunities such as acquisitions or disposals of certain businesses, which may or may not be material.

1 Total available liquidity is defined as cash and cash equivalents plus available borrowings under the ABL Facility. We use total available liquidity to evaluate our capacity to access cash to meet obligations and fund operations.

Summary Debt Capital Structure

As of March 31, 2026 and December 31, 2025, we had the following debt outstanding, net of cash and cash equivalents:


(In thousands)	March 31, 2026		December 31, 2025
Asset-based Revolving Credit Facility due 2027	$	50,000	$	50,000
Term Loan Facility due 2026	5,095		5,095
Incremental Term Loan Facility due 2026	1,500		1,500
Term Loan Facility due 2029(1)	2,118,903		2,124,267
6.375% Senior Notes due 2026	44,644		44,644
5.25% Senior Notes due 2027	6,983		6,983
8.375% Senior Unsecured Notes due 2027	72,388		72,388
4.75% Senior Secured Notes due 2028	276,868		276,868
9.125% First Lien Notes due 2029	717,588		717,588
7.75% First Lien Notes due 2030	661,285		661,285
7.00% First Lien Notes due 2031	178,443		178,443
10.875% Second Lien Notes due 2030	675,165		675,165
Other subsidiary debt	5,112		3,934
Long-term debt fees	(6,766)		(7,220)
Debt Premium(2)	229,798		242,151
Total Debt	$	5,037,006	$	5,053,091
Less: Debt Premium	229,798		242,151
Less: Cash and cash equivalents	135,052		270,921
Net Debt(3)	$	4,672,156	$	4,540,019

(1)Quarterly amortization payments of $5.4 million (equal to 0.25% of the original principal amount) are required per the terms of the Term Loan Facility due 2029.

(2)The difference between the carrying value of the exchanged 5.25% Senior Notes, 4.75% Senior Secured Notes, and 8.375% Senior Unsecured Notes and the principal amount of the 7.75% First Lien Notes due 2030, 7.00% First Lien Notes due 2031 and the 10.875% Second Lien Notes due 2030 was recorded as debt premium and will be reduced as contractual interest payments are made.

(3)Net Debt is a non-GAAP financial metric that is used by management and investors to assess our ability to meet financial obligations.

Our ABL Facility contains a springing fixed charge coverage ratio that is effective if certain triggering events related to borrowing capacity under the ABL Facility occur. As of March 31, 2026, no triggering event had occurred and, as a result, we were not required to comply with any fixed charge coverage ratio as of or for the period ended March 31, 2026. Other than our ABL Facility, none of our long-term debt includes maintenance covenants that could trigger early repayment. As of March 31, 2026, we were in compliance with all covenants related to our debt agreements. For additional information regarding our debt, refer to Note 5, Long-Term Debt.

Our subsidiaries have from time to time repurchased certain debt obligations of iHeartCommunications, and may in the future, as part of various financing and investment strategies, refinance, retire, exchange or purchase additional outstanding indebtedness of iHeartCommunications or its subsidiaries or our outstanding equity securities, in tender offers, open market purchases, privately negotiated transactions or otherwise. Such refinancings, retirements, exchanges or purchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. We or our subsidiaries may also sell certain assets, securities, or properties. These purchases or sales, if any, could have a material positive or negative impact on our liquidity available to repay outstanding debt obligations or on our consolidated results of operations. These transactions could also require or result in amendments to the agreements governing outstanding debt obligations or changes in our leverage or other financial ratios, which could have a material positive or negative impact on our ability to comply with the covenants contained in iHeartCommunications’ debt agreements. These transactions, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Asset-based Revolving Credit Facility Draw

On April 28, 2026, iHeartCommunications borrowed $75.0 million under the ABL Facility. This borrowing was executed in connection with our short-term liquidity management strategy to provide financial flexibility in response to recent market uncertainty.

Debt Repayment at Maturity

On May 1, 2026, we repaid $51.2 million of outstanding debt, including repayments of the Term Loan Facility due 2026 for $5.1 million, the Incremental Term Loan Facility due 2026 for $1.5 million and the 6.375% Senior Notes due 2026 for $44.6 million. These payments were made in the ordinary course of business, in accordance with the original terms of the debt agreements, and did not result in any early extinguishment of debt or modification of existing terms. For more information about our outstanding debt obligations, refer to Note 5, Long-Term Debt.

Supplemental Financial Information under Debt Agreements

Pursuant to iHeartCommunications' material debt agreements, iHeartMedia Capital I, LLC ("Capital I"), the parent guarantor and a subsidiary of iHeartMedia, is permitted to satisfy its reporting obligations under such agreements by furnishing iHeartMedia’s consolidated financial information and an explanation of the material differences between iHeartMedia’s consolidated financial information, on the one hand, and the financial information of Capital I and its consolidated restricted subsidiaries, on the other hand. Because neither iHeartMedia nor iHeartMedia Capital II, LLC, a wholly-owned direct subsidiary of iHeartMedia and the parent of Capital I, have any operations or material assets or liabilities, there are no material differences between iHeartMedia’s consolidated financial information for the three months ended March 31, 2026, and Capital I’s and its consolidated restricted subsidiaries’ financial information for the same period. Further, as of March 31, 2026, we were in compliance with all covenants related to our debt agreements.

Commitments, Contingencies and Guarantees

We are currently involved in certain legal proceedings arising in the ordinary course of business and, as required, have accrued our estimate of the probable costs for resolution of those claims for which the occurrence of loss is probable and the amount can be reasonably estimated. These estimates have been developed in consultation with counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. It is possible, however, that future results of operations for any particular period could be materially affected by changes in our assumptions or the effectiveness of our strategies related to these proceedings. Please refer to “Legal Proceedings” in Part II, Item 1 of this Quarterly Report on Form 10-Q.

Certain agreements relating to acquisitions provide for purchase price adjustments and other future contingent payments based on the financial performance of the acquired companies generally over a one to five-year period. The aggregate of these contingent payments, if performance targets are met, would not significantly impact our financial position or results of operations.

We have future cash obligations under various types of contracts. We lease office space, certain broadcast facilities and equipment. Some of our lease agreements contain renewal options and annual rental escalation clauses (generally tied to the consumer price index), as well as provisions for our payment of utilities and maintenance. We also have non-cancellable contracts in our radio broadcasting operations related to program rights and music license fees. In the normal course of business, our broadcasting operations have minimum future payments associated with employee and talent contracts. These contracts typically contain cancellation provisions that allow us to cancel the contract with good cause.

SEASONALITY

Typically, our businesses experience their lowest financial performance in the first quarter of the calendar year. We expect this trend to continue in the future. Due to this seasonality and certain other factors, the results for the interim periods may not be indicative of results for the full year. In addition, we are impacted by political cycles and generally experience higher revenues in congressional election years, and particularly in presidential election years. This may affect the comparability of results between years.

MARKET RISK

We are exposed to market risks arising from changes in market rates and prices, including movements in interest rates, foreign currency exchange rates and inflation.

Interest Rate Risk

A significant amount of our long-term debt bears interest at variable rates. Additionally, certain assumptions used within management's estimates are impacted by changes in interest rates. Accordingly, our earnings will be affected by changes in interest rates. As of March 31, 2026, approximately 45% of our aggregate principal amount of long-term debt bore interest at floating rates. Assuming the level of borrowings as of March 31, 2026 and assuming a 100 bps change in floating interest rates, it is estimated that our interest expense for the three months ended March 31, 2026 would have changed by $5.4 million.

In the event of an adverse change in interest rates, management may take actions to mitigate our exposure. However, due to the uncertainty of the actions that would be taken and their possible effects, the preceding interest rate sensitivity analysis assumes no such actions. Further, the analysis does not consider the effects of the change in the level of overall economic activity that could exist in such an environment.

Inflation

Inflation is a factor in our business, and we continue to seek ways to mitigate its effect. Inflation has affected our performance in terms of higher costs for employee compensation, equipment and third party services. Although we are unable to determine the exact impact of inflation, we believe the impact will continue to be immaterial considering the actions we may take in response to these higher costs that may arise as a result of inflation.

Critical Accounting Estimates

There have been no significant changes to our critical accounting policies and estimates disclosed in “Critical Accounting Estimates” of Item 7, Management’s Discussion and Analysis of our Annual Report on Form 10-K for the year ended December 31, 2025.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by us or on our behalf. This report contains various forward-looking statements which represent our expectations or beliefs concerning future events, including, without limitation, our future operating and financial performance, financial position and results of operations, macroeconomic trends including inflation, interest rates and potential recessionary indicators, geopolitical events, our expected costs, savings and timing of our modernization initiatives and other capital and operating expense reduction initiatives, debt repurchases, our business plans, strategies and initiatives, potential acquisitions and dispositions, our expectations about certain markets and businesses, our expectations regarding the seasonality of our business, expected cash interest payments, our plans to refinance the ABL Facility, future impairment charges, expectations regarding non-cash strategic marketing initiatives and our anticipated financial performance and liquidity. Statements expressing expectations and projections with respect to future matters are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We caution that these forward-looking statements involve a number of risks and uncertainties and are subject to many variables which could impact our future performance. These statements are made on the basis of management’s views and assumptions, as of the time the statements are made, regarding future events and performance. There can be no assurance, however, that management’s expectations will necessarily come to pass. Actual future events and performance may differ materially from the expectations reflected in our forward-looking statements. We do not intend, nor do we undertake any duty, to update any forward-looking statements.

A wide range of factors could materially affect future developments and performance, including but not limited to:

•risks associated with weak or uncertain global economic conditions, or other geopolitical events or conditions, and their impact on the level of expenditures for advertising;

•risks related to advertising revenue fluctuations;

•intense competition including increased competition from alternative media and entertainment platforms and technologies;

•dependence upon the performance of on-air talent, program hosts and management as well as maintaining or enhancing our brand;

•fluctuations in operating costs and other factors within or beyond our control;

•technological changes and innovations;

•shifts in population and other demographics;

•the impact of our substantial indebtedness;

•the impact of acquisitions, dispositions and other strategic transactions;

•legislative or regulatory requirements;

•the impact of legislation, ongoing litigation or royalty audits on music licensing and royalties;

•regulations and consumer concerns regarding privacy and data protection, and breaches of information security measures;

•risks related to scrutiny of environmental, social, and governance matters;

•risks related to our Class A common stock;

•regulations impacting our business and the ownership of our securities;

•risks related to adverse political effects, acts or threats of terrorism or military conflicts; and

•certain other factors set forth in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, as updated by other filings with the Securities and Exchange Commission (“SEC”).

This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative and is not intended to be exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Required information is presented under “Market Risk” within Item 2 of this Part I.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, conducted an evaluation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2026. Based on this evaluation, our Chief Executive Officer, Chief Operating Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2026.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are involved in a variety of legal proceedings in the ordinary course of business and a large portion of our litigation arises in the following contexts: commercial/contract disputes; defamation matters; employment and benefits related claims; intellectual property claims; real estate matters; governmental investigations; and tax disputes. As required, we have accrued an estimate of the probable costs for the resolution of those claims for which the occurrence of loss is probable and the amount can be reasonably estimated. These estimates have been developed in consultation with counsel and are based upon an analysis of potential results, assuming a combination of litigation and settlement strategies. It is possible, however, that future results of operations for any particular period could be materially affected by changes in our assumptions or the effectiveness of our strategies related to these proceedings. Additionally, due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on our financial condition or results of operations.

ITEM 1A. RISK FACTORS

There have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company did not issue or sell any shares of its common stock or any other equity securities pursuant to unregistered transactions during the three months ended March 31, 2026.

Issuer Purchases of Equity Securities

The following table sets forth our purchases of shares of our Class A common stock made during the three months ended March 31, 2026:


Period	Total Number of Shares Purchased(1)	Average Price Paid per Share(1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
January 1 through January 31	2,281	$	3.79	—	$	—
February 1 through February 28	530,174	3.40		—	—
March 1 through March 31	14,352	2.92		—	—
Total	546,807	$	3.39	—	$	—

(1)The shares indicated consist of shares of our Class A common stock tendered by employees to us during the three months ended March 31, 2026 to satisfy the employees’ tax withholding obligation in connection with the vesting and release of restricted stock, which are repurchased by us based on their fair market value on the date the relevant transaction occurs.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

(a)None.

(b)None.

(c)During the three months ended March 31, 2026, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6. EXHIBITS


Exhibit Number						Description
3.1						Fifth Amended and Restated Certificate of Incorporation of iHeartMedia, Inc. (incorporated by reference to Exhibit 3.1 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 2, 2019).
3.2						Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation of iHeartMedia, Inc. (incorporated by reference to Exhibit 3.1 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on June 5, 2024).
10.1						2026 Form of iHeartMedia, Inc. Restricted Stock Unit Award Agreement (for Pittman/Bressler) (incorporated by reference to Exhibit 10.57 to the iHeartMedia, Inc. Annual Report on Form 10-K filed on March 2, 2026).
10.2						2026 Form of iHeartMedia, Inc. Cash-Settled Restricted Stock Unit Award Agreement (for Pittman/Bressler) (incorporated by reference to Exhibit 10.58 to the iHeartMedia, Inc. Annual Report on Form 10-K filed on March 2, 2026).
10.3						2026 Form of iHeartMedia, Inc. Performance Restricted Stock Unit Award Agreement (for Executive Officers) (incorporated by reference to Exhibit 10.59 to the iHeartMedia, Inc. Annual Report on Form 10-K filed on March 2, 2026).
10.4						2026 Form of iHeartMedia, Inc. Performance Restricted Stock Unit Award Agreement (for Pittman/Bressler) (incorporated by reference to Exhibit 10.60 to the iHeartMedia, Inc. Annual Report on Form 10-K filed on March 2, 2026).
10.5						2026 Form of iHeartMedia, Inc. Cash-Settled Performance Restricted Stock Unit Award Agreement (for Executive Officers) (incorporated by reference to Exhibit 10.61 to the iHeartMedia, Inc. Annual Report on Form 10-K filed on March 2, 2026).
10.6						2026 Form of iHeartMedia, Inc. Cash-Settled Performance Restricted Stock Unit Award Agreement (for Pittman/Bressler) (incorporated by reference to Exhibit 10.62 to the iHeartMedia, Inc. Annual Report on Form 10-K filed on March 2, 2026).
31.1*						Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3*						Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**						Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**						Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3**						Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*						Inline XBRL Taxonomy Extension Schema Document
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document


101.DEF*						Inline XBRL Taxonomy Extension Definition Document
104*						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

____________

* Filed herewith.

** Furnished herewith.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		IHEARTMEDIA, INC.

Date:	May 11, 2026	/s/ MICHAEL B. MCGUINNESS
		Michael B. McGuinness
		Chief Financial Officer (Principal Financial Officer and Principal
		Accounting Officer)